Terms and Conditions

1. . DEFINITIONS

1.1 “AlIflex Packaging” shall mean Allflex Packaging Limited or any agents or employees thereof.
1.2 “Customer” shall mean the Customer, any person acting on behalf of and with authority of the Customer, or
any person purchasing Products and services from Allflex Packaging.
1.3 “Intellectual Property” shall mean all Allflex Packaging’s intellectual property in and associated with the
Products, including all content Allflex Packaging develop or commission a third party to develop, including without
limitation all preliminary works, concepts, designs, trademarks, logos, designs and drawings.
1.4 “Products” shall mean all goods and services supplied, or to be supplied, by Allflex Packaging to the Customer
from time to time.
1.5 “Price” shall mean the cost of the Products as agreed between Allflex Packaging and the Customer and includes
all disbursements e.g. charges Allflex Packaging pay to others on the Customer’s behalf subject to clauses 4 and
6 of these terms.

2. ACCEPTANCE

2.1 Any instructions received by Allflex Packaging from the Customer for the supply of Products shall constitute a
binding contract and acceptance of the terms and conditions contained herein.

3. COLLECTION AND USE OF INFORMATION

3.1 Allflex Packaging is authorised to obtain credit information about the Customer, its officers and principals (if
any) and the Guarantors for the purpose of ascertaining the Customer’s credit status. Allflex Packaging is also
authorised to disclose credit information (including payment defaults) to persons seeking credit references and
collection agencies who may supply this information to third parties as part of its credit reporting services. Failure
to provide the requested information may result in credit being refused. This authority is given by the Customer, all
the officers and principals (if any) of the Customer and the Guarantor.

4. PRICE

4.1 Where no price is stated in writing or agreed to in writing the Products shall be deemed to be sold at the current
amount as such Products are sold by Allflex Packaging at the time of the order.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products
that is beyond the control of Allflex Packaging between the date of the contract and delivery of the Products.

5. PAYMENT

5.1 Unless otherwise agreed payment for products and services shall be made in full on 20th of the month following
invoice date (‘the due date’).
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Allflex Packaging in the enforcement of any rights
contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection
agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such
negotiable instrument is paid in full.
5.5 A deposit maybe required.

6. QUOTATION

6.1 Where a quotation is given by Allflex Packaging for Products:
6.1.1 unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue;
6.1.2 the quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary; and
6.1.3 Allflex Packaging reserve the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products are required in addition to the quotation the Customer agrees to pay for the additional cost of
such Products.
6.3 Allflex Packaging may engage third parties such as designers or acquire licences to use third party materials
such as images (‘third party charges’). The Customer agrees to pay all fees and expenses charged by those third
parties which are also additional to Allflex Packaging’s quotation.

7. RISK

7.1 The Products remain at Allflex Packaging’s risk until delivery to the Customer.
7.2 Delivery of Products shall be deemed complete when Allflex Packaging gives possession of the Products
directly to the Customer or possession of the Products is given to a carrier, courier, or other bailee for purposes of
transmission to the Customer.

8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

8.1 Title in any Products supplied by Allflex Packaging passes to the Customer only when the Customer has made
payment in full for all Products provided by Allflex Packaging and of all other sums due to Allflex Packaging by the
Customer on any account whatsoever. Until all sums due to Allflex Packaging by the Customer have been paid in
full, the Customer grants a security interest in all Products.

8.2 If the Products are attached, fixed, or incorporated into any property of the Customer, by way of any
manufacturing or assembly process by the Customer or any third party, title in the Products shall remain with Allflex
Packaging until the Customer has made payment for all Products, and where those Products are mixed with other
property so as to be part of or a constituent of any new Products, title to these new Products shall be deemed to
be assigned to Allflex Packaging as security for the full satisfaction by the Customer of the full amount owing
between Allflex Packaging and Customer.
8.3 The Customer gives irrevocable authority to Allflex Packaging to enter any premises occupied by the Customer
or on which Products are situated at any reasonable time after default by the Customer or before default if Allflex
Packaging believes the Products are at risk or a default is likely and to remove and repossess any Products and
any other property to which Products are attached or in which Products are incorporated. Allflex Packaging shall
not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of
this action, nor liable in contact or in tort or otherwise in any way whatsoever unless by statute such liability cannot
be excluded. The Customer irrevocably indemnifies Allflex Packing and its agents and representatives against any
liability, action or claim arising from any act of trespass committed, or damage caused, by such entry.
8.4 The Customer agrees:
8.4.1 that nothing in sections 114(1)(a), 133 and 134 of the Personal Property Securities Act 1999 (‘PPSA’) shall
apply to these terms;
8.4.2 to waive all the Customer’s rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA
and to waive its right to receive a copy of the verification statement confirming registration.
8.5 The following shall constitute defaults by the Customer:
8.5.1 non-payment of any sum by the due date;
8.5.2 the Customer intimates that it will not pay any sum by the due date;
8.5.3 any Products are seized by any other creditor of the Customer or any other creditor intimates that it intends
to seize Products.
8.5.4 any Products in the possession of the Customer are materially damaged while any sum due from the
Customer to Allflex Packaging remains unpaid;
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets
or a landlord distrains against any of the Customer’s assets;
8.5.6 a Court judgment is entered against the Customer and remains unsatisfied for seven (7) days;
8.5.7 any material adverse change in the financial position of the Customer.

9. PAYMENT ALLOCATION

9.1 Allflex Packaging may in its discretion allocate any payment received from the Customer towards any invoice
that Allflex Packaging determines and may do so at the time of receipt or at any time afterwards and on default by
the Customer may reallocate any payments previously received and allocated. In the absence of any payment
allocation by Allflex Packaging, payment shall be deemed to be allocated in such manner as preserves the
maximum value of Allflex Packaging’s purchase money security interest in the Products.

10. DISPUTES

10.1 To the maximum extent permitted by law, no claim relating to Products will be considered unless made in
writing within ninety (90) days of delivery.

11. LIABILITY

11.1 Allflex Packaging’s liability under these terms, whether in contract, tort or otherwise shall, to the maximum
extent permitted by law, be limited to, at the option of Allflex Packaging, replacing or repairing the Products. Allflex
Packaging shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever. The
Customer shall indemnify Allflex Packaging, its employees, officers, agents and contractors from and against any
loss, costs, claims, damages, expenses (including legal costs and expenses on a solicitor/client basis), liabilities,
proceedings or demands, whether direct or indirect, incurred or suffered by any of them as a result of: any breach
by the Customer (or its employees, officers, agents or contractors) of these terms; or any wilful, negligent or
unlawful act or omission of the Customer (or its employees, officers, agents or contractors); or any infringement of
any registered design or pending or registered patent relating to any Products, or any design, or method of
manufacture supplied by the Customer to Allflex Packaging; or the Allflex Packaging recovering any Products in
accordance with these terms.

12. WARRANTY

12.1 For goods that are not manufactured or designed by Allflex Packaging, Allflex Packaging will use its
reasonable endeavours to assign the benefit of any manufacturer’s warranties to the Customer on request (to the
extent it is assignable).

13. CONSUMER GUARANTEES ACT AND IMPLIED WARRANTIES

13.1 Allflex Packaging warrants that the Products shall comply with the Allflex Packaging’s published specifications
in respect of the Products. The Customer accepts that minor variations to the Products may occur during their
development which means that Products may not match any concepts provided. The Customer agrees it has relied
upon its own skill, knowledge and judgement in relation to the particular use or suitability of the Products for the
Customer’s purpose. Allflex Packaging and the Customer agree:
13.1.1 that the Products are provided by Allflex Packaging, and acquired by the Customer, in trade, and therefore
the provisions of the Consumer Guarantees Act 1993 are expressly excluded; and
13.1.2 any other conditions or warranties implied in these Terms by any law are expressly excluded to the maximum
extent permitted by law.

14. PERSONAL GUARANTEE

14.1 In consideration of Allflex Packaging agreeing to provide Products to the Customer at each Guarantor’s
request, each Guarantor jointly and severally:
14.1.1 guarantees the due, punctual, and full performance by the Customer of its obligations and warranties under
these terms and at law; and
14.1.2 indemnifies Allflex Packaging from and against any action, suit, claim demand, cost, or expense (including
all legal costs and expenses incurred on a solicitor/own client basis) arising directly or indirectly as a result of any
act or omission by the Customer in breach of any obligation or warranty under these terms or any law, or as a result
of any act, omission, or negligence committed, by the Customer or by any of the Customer’s employees, agents,
contractors or customers.
14.2 The liability of each Guarantor under these terms is a principal obligation of each Guarantor and shall not be
relieved or in any way affected in a manner prejudicial to Allflex Packaging by any granting of time, waiver of
forbearance to sue by Allflex Packaging. The guarantee provided by each Guarantor is a continuing guarantee and
shall remain in full force and effect until Allflex Packaging executes a written release.

15. PRINTING PLATES

15.1 Allflex Packaging will hold printing plates in storage for three (3) years from date of first production, after which
all reasonable endeavours will be made to inform the Customer to either collect the plates or arrange for them to
be destroyed at the cost of the Customer.
15.2 Allflex Packaging will endeavour to maintain plates on behalf of their Customer in good order and will not be
held liable for normal wear and tear on plates.
15.3 As Allflex Packaging does not hold ownership in Customer plates, Customers will be responsible for insurance
of the plates in their ownership.

16. CLIENT CONTENT AND INTELLECTUAL PROPERTY

16.1 Unless agreed otherwise in writing, the Customer shall provide all information, logos, designs and drawings
and assistance Allflex Packaging requires within a reasonable time to enable Allflex Packaging to produce the
Products on time. The Customer warrants that it is the owner of all such information, logos, designs and drawings
and acknowledges that it is solely responsible for ensuring such information, logos, designs and drawings
incorporated into the Products does not infringe the rights of any person.
16.2 All Intellectual Property will remain Allflex Packaging’s exclusive property until the Customer has paid all
amounts owed under these terms including all third-party charges at which time Allflex Packaging will assign all
interest and rights to final designs, logos or trademarks developed by Allflex Packaging (or Allflex Packaging has
commissioned a third party to develop) to the Customer.

CANCELLING CONTRACT

Allflex Packaging will not accept cancellation of the order by the Customer less than 2 weeks from the ETD shown
on the order confirmation (or any correspondence between parties undertaken after the order confirmation).
Allflex Packaging reserves the right to cancel the order if the Customer has not met its obligations relating to deposit
or failure to supply required information to allow production to proceed.

DELIVERY TIMEFRAME

Allflex Packaging will supply an Estimated Time of Dispatch with the order confirmation. Allflex Packaging does not
accept any liability if the time frame is not met due to circumstances outside its control. Allflex Packaging will
endeavour to contact the Customer as soon as possible informing them of the delay.

WEBSITE

Allflex Packaging shall not be liable for the accuracy of information on its website.
Any Customer who does access the Allflex Packaging website agrees to the Terms & Conditions of Trade as laid
out in this document.

17. MISCELLANEOUS

17.1 Allflex Packaging shall not be liable for delay or failure to perform its obligations if the cause of the delay or
failure is beyond its control.
17.2 Failure by Allflex Packaging to enforce any of the terms and conditions contained in this contract shall not be
deemed to be a waiver of any of the rights or obligations Allflex Packaging has under this contract. If any provision
of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of
the remaining provisions shall not be affected, prejudiced or impaired.
17.3 To the maximum extent permitted by law, these terms constitute the entire agreement of the parties and
supersede all prior agreements, understandings, negotiations and representations and discussions whether oral
or written between the parties, and Allflex Packaging and the Customer agree that sections 9, 12A and 13 of the
Fair Trading Act 1986 are expressly excluded. Allflex Packaging reserves the right to amend these Terms &
Conditions of trade at any time.

Terms and Conditions

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