General Terms and Conditions of Manufacturing and Sale

September 2024

(a) As used in these General Terms and Conditions of Manufacturing and Sale (“Terms”): (a) "Seller" shall mean the selling party identified in the document incorporating or referencing these Terms or the legal entity otherwise identified as the party selling Products and/or services to Buyer; (b) "Buyer" shall mean the party identified as the party ordering Products and/or services from Seller and/or, as applicable, its Affiliate(s); (c) "Product" shall mean the goods, products, articles, materials and/or equipment sold by Seller to Buyer; (d) the word "services" shall mean the labor, if any, to be provided by Seller with respect to such Product; and (e) the term "Affiliate" shall mean any firm, corporation, limited liability company, partnership, limited partnership, joint venture, or association which controls, is controlled by, or is under common control with Seller or Buyer, respectively, and shall specifically include any division, subsidiary, and any company or firm in which Buyer or Seller own an interest. (b) All orders for Products and/or services issued by Buyer or an authorized third party purchasing on behalf of Buyer, whether via a purchase order, EDI order, order based on a forecast, order under a volume commitment, or by any other means (collectively, the “Order”), whether in writing or otherwise, shall be exclusively governed by these Terms. Seller hereby objects to any additional or conflicting terms and conditions that may be found in any Order document or similar form issued by or originated from Buyer, including any “click-wrap,” “click-through,” “browse-wrap,” or “shrink-wrap” terms that are included or embedded within Buyer’s software or portal. Seller hereby notifies Buyer that such additional or conflicting terms and conditions are null and void. Fulfillment of Buyer’s Order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Notwithstanding anything herein to the contrary, if a written contract signed by both Buyer and Seller is in existence covering the sale of the Products and/or the services covered hereby, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. However, such signed contract shall not affect any other or additional provisions contained in these Terms even though such provisions may not appear in such contract. (c) These Terms and, as applicable, the underlying or referenced Order document, Seller’s purchase order acknowledgment or confirmation (“Sales Confirmation”) and Seller invoice, constitute the entire agreement between Buyer and Seller for the purchase of Products and any related services by Buyer from Seller (collectively, “Agreement”) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral.  

(a) Any and all delivery dates are only estimates and time is not of the essence. Seller shall not be liable for any delays, loss or damage in transit including, without limitation, delays due to shortage of Products, supply-chain interruptions or transportation delays. (b) Unless otherwise mutually agreed by the parties in writing, Seller shall deliver the Products DDP (Incoterms 2020) Buyer’s designated facility (the "Delivery Point") using Seller's standard methods for shipping such Products. (c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. (d) Orders once placed, cannot be canceled by Buyer. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller's notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). In such event, Buyer will be responsible to pay for the Products by the date in which the original invoice for the confirmed finished Products would have been paid. (e) The quantity of any installment of Products as recorded by Seller shall be conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.  

Buyer acknowledges and agrees that Seller plans the manufacturing and packaging of the Products based on forecasts provided by Buyer. If Seller purchases any raw materials and/or packaging materials (collectively, "Stock Reserves") in accordance with such forecasts, and these Stock Reserves remain unused to fulfill an Order by the earlier of (i) three (3) months after the relevant forecast period, or (ii) the expiration of the shelf life of the relevant Stock Reserves, Buyer shall, upon written request from Seller, reimburse Seller for all costs incurred in acquiring, processing and storing such Stock Reserves. Seller shall then deliver such Stock Reserves to Buyer at Buyer’s cost.

If Seller delivers to Buyer a quantity of Products of up to five percent (5%) more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata.  

Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.  

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party. 

(a) Buyer shall inspect the Products within seven (7) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Products" means only the following: (i) the Product shipped fails to conform to the mutually agreed Product specifications; or (ii) Product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to the location designated by Seller. If Seller exercises its option to replace Nonconforming Products, Seller shall, after receiving Buyer's shipment of Nonconforming Products, ship to Buyer the replaced Products to the Delivery Point. (c) Buyer acknowledges and agrees that the remedies set forth in Clause 7(b) are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Clause 7(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller. (d) If Buyer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market ("Recall Notice") it shall immediately notify Seller in writing enclosing a copy of the Recall Notice. Unless required by law, Buyer may not undertake any recall or withdrawal without the written permission of Seller and only then in strict compliance with Seller's instructions about the process of implementing the withdrawal.

All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.  

(a) Buyer shall pay all invoiced amounts due to Seller within the time frame set forth in Seller’s invoice or, if none, within thirty (30) days from the date of Seller's invoice. Buyer shall make all payments hereunder via the method(s) and in the currency set forth in the invoice or, if none, wire transfer or check in pounds sterling.

(b) Buyer shall pay interest on all late payments at the higher of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amount owed to Seller under this Agreement or any other amount owed to Seller when due.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.

(d) If, at any time, Seller determines in its sole discretion that Buyer's financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Seller's other right under this Agreement, at law or in equity, Seller may without liability or penalty, take one or more of the following actions: (a) on thirty (30) days written notice, modify the payment terms specified in 9(a) for outstanding and future purchases, including requiring Buyer to pay for Products and/or services on a cash in advance or cash on delivery basis; (b) reject any Order received from Buyer; (c) cancel any previously confirmed Orders; (d) delay or withhold any further shipment of Products to Buyer; (e) stop delivery of any Products in transit and cause such Products in transit to be returned to Seller; or (f) accelerate the due date of all amounts owing by Buyer to Seller.  

(a) Seller warrants to Buyer that the Products shall conform to the agreed Product specifications.

(b) EXCEPT FOR THE WARRANTY SET FORTH IN CLAUSE 10(a), SELLER MAKES NO OTHER WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. FURTHERMORE, THE TERMS IMPLIED BY SECTIONS 13 TO 15 OF THE SALE OF GOODS ACT 1979 ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.

(c) Seller shall not be liable for a breach of the warranty set forth in Clause 10(a) unless: (i) Buyer gives written notice of the nonconformance to the specifications (each, a “Defect”), reasonably described, to Seller within thirty (30) days of the time when Buyer discovers or ought to have discovered such Defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Products are defective.

(d) The Seller shall not be liable for a breach of the warranty set forth in Clause 10(a) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the Defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Products; (iii) Buyer alters or repairs such Products without the prior written consent of Seller; or (iv) Buyer instructs Seller to use expired or about-to-expire raw materials in the manufacturing of the Product.

(e) Subject to Clause 10(c) and Clause 10(d) above, with respect to any such Products within the shelf life period specified in the agreed Product specifications, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Products to Seller.

(f) THE REMEDIES SET FORTH IN CLAUSE 9(E) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN CLAUSE 10(a).

Buyer represents and warrants that it is in good standing with all governmental bodies or agencies; that it will take such steps and perform such acts as may be necessary to retain such good standing; that it is free and has full right and authority to perform all of its obligations hereunder; and that it has performed all acts and taken all steps necessary to authorize the issuance of Orders and that it owns, or has the right to use and permit others to use any patents, trademarks or other intellectual property that Seller will use or Buyer instructs to Seller will use in connection with the manufacture, processing, labelling and packaging of the Products.  

Buyer shall release, indemnify, and hold Seller and its successors, assigns, allied, affiliated, parent, and associated companies and their officers, directors, agents, attorneys, and employees harmless from and against all third-party claims, damages, liabilities, losses, and expenses arising out of, or in connection with: (i) any breach of any warranty by Buyer hereunder; (ii) any negligent or intentionally wrongful act of Buyer; (iii) any Product labels, claims, advertisements, and marketing materials made by Buyer about the Products; (iv) any packaging materials specified by Buyer or supplied by or on behalf of Buyer to Seller; (v) infringement of any patent, trademark, or other intellectual property right of any third party or misuse of trade secrets or proprietary information of any third party, in any such case resulting from labels, advertising, or other materials prepared or specified by Buyer or from any specifications or formulas supplied to Seller by Buyer; (vi) product liability claims based on an actual or alleged design defect in the Products; (vii) any violation of laws or regulations resulting from the use of materials or packaging specified by Buyer; (viii) product liability claims based on regulatory and import requirements of other countries; or (ix) the use of expired or about-to-expire raw materials in the manufacturing of the Product as instructed by Buyer. Buyer shall assume the defense of any such claim or suit brought against Seller and its successors, assigns, allied, affiliated, parent, and associated companies, and their officers, directors, agents, attorneys, employees, and servants. Buyer shall also pay all outside attorney fees incurred by Seller in defense of such claims or suits, in obtaining such settlement, oor in any alternative dispute resolution proceeding.  

(a) Nothing in this Agreement shall limit or exclude the liability of either party for: (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) breach of section 2 of the Consumer Protection Act 1987.

(b) SUBJECT TO CLAUSE 13(a), IN NO EVENT SHALL SELLER OR ITS AFFILIATES BE LIABLE TO BUYER, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) SUBJECT TO CLAUSE 13(a), IN NO EVENT SHALL SELLER'S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WARRANTY OR PRODUCT RECALL, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY RECEIVED BY SELLER FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO ANY SUCH CLAIM.  

Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in commercially reasonable amounts for this Agreement with financially sound and reputable insurers. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in these Terms.  

Each party shall comply with all applicable laws, regulations and ordinances. Each party shall further maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on any of the raw materials making up the Products.  

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (iv) in Seller’s reasonable opinion, Buyer’s ability to perform Buyer’s obligations under this Agreement, or Buyer’s creditworthiness, is or is likely to be materially impaired or threatened. 

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Clause. This Clause does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) shortage of Products or raw materials; (j) supply-chain disruptions; (k) pandemic or epidemic; and (l) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall in a reasonably prompt time give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Clause 19, either party may thereafter terminate this Agreement upon thirty (30) days' written notice.  

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Clause is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.  

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.  

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. 

(i) The Agreement and these Terms are governed by and shall be construed in accordance with English law. (ii) Any dispute or claim under or relating to the Agreement (including without limitation as to its existence, terms, meaning or validity) or in relation to the Products shall be finally determined by arbitration in London the forum for such arbitration being in accordance with the applicable rules, regulations and procedures of such arbitral body, trade association, market or exchange (if any) as is expressly referred to in the express terms or, if not, of the London International Court of Arbitration. Any such Arbitration shall be conducted in the English language. (iii) If for any reason arbitrators appointed pursuant to Clause 23(ii) decline to accept jurisdiction or Clause 23(ii) is otherwise ineffective Buyer submits to the exclusive jurisdiction of English Courts for all disputes and claims as referred to in Clause 23(ii). (4) Either party may seek enforcement of any judgement or arbitration award in any jurisdiction in which the other may carry on business or have assets situated. (5) The Uniform Law on the Formation of Contracts for the International Sale of Goods, the Uniform Law on the International Sale of Goods 1964, and the conventions relating thereto, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. (6) Buyer for itself and on behalf of all its Associates irrevocably waives any right to claim sovereign immunity which it or they might otherwise have.  

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the purchase order or, if none, on the Sales Confirmation, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Clause.  

The provisions of the Agreement are severable, and if any part or provision is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall subsequently replace any invalid, illegal or unenforceable part or provision with a valid, legal and enforceable provision that most closely approximates the intent and economic effect of such invalid, illegal or unenforceable part or provision.  

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.