1 Go-Pak UK Limited (the “Company”) shall sell and the person who accepts the Company’s quotation or who places an order accepted by the Company (the “Customer”) shall purchase goods (the “Goods”) or services (the “Services”) to be supplied by the Company subject in either case to these conditions which shall govern the contract between the Customer and the Company (the “Contract”) to the exclusion of all other terms, conditions and warranties whatsoever (including any which are implied by statute or common law and any which may appear in the Customers order) unless any of the same are specifically agreed in writing by a director of the Company. These conditions apply to business customers only. By placing an order, the Customer confirms it is acting in the course of a business and not as a consumer. The Consumer Rights Act 2015 does not apply to this Contract.

2 The Company’s employees or agents are not authorised to make any representations as to the description, quality or fitness for any particular purpose of any Goods or Services by the Company. If a representation is made or an opinion expressed which may affect the Customer’s decision to place an order, the Customer should ensure that such details be confirmed in writing by a director of the Company so as to form part of the Contract. No liability can otherwise be accepted. All sales literature, quotation, price lists, advertising, drawings, illustrations, descriptions, acceptances of order and all other documents and information issued by the Company or showing on the Company’s website shall be for the sole purpose of giving an approximate idea of the Goods referred to therein. They shall not form part of the Contract nor have any contractual force and the particulars contained therein shall not constitute representations by the Company.

3 In these Terms and Conditions, "Applicable Law" means all laws and regulations in any jurisdiction where the Customer operates that apply to the Goods or Services, including environmental, packaging, waste-management, chemical-control, and single-use plastics legislation.

4 Goods may be delivered by one or more consignments as may be agreed between the parties. Where Goods are to be supplied by more than one consignment, then each consignment shall be deemed to constitute a separate contract.

5 Risk in the Goods shall pass to the Customer when the Goods are delivered to or collected by the Customer or its agent.

6 Notwithstanding clause 7, where the Company supplies printed stock and has specified a last delivery date in its quotation, the Company reserves the right to deliver all such stock covered in the quotation by the delivery date. Where no last delivery date has been specified, the Company shall be entitled to deliver the printed stock covered by its quotation within a reasonable period. If the shipment is not dispatched at the contracted freight rate, the customer is liable to pay a surcharge fee. This fee will be applied automatically and added to the final invoice. The amount of the surcharge fee will be determined based on the additional costs incurred due to the non-compliance with the initially agreed contract rate.

7 Any dates quoted for the delivery of the Goods are approximate only. The Company shall use reasonable endeavours to meet agreed lead times and quoted delivery dates, but shall not be liable for any delay in delivery of the Goods arising from circumstances outside its reasonable control. Time of delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

8 If the Customer chooses to return any of the Goods, it shall be responsible for the arrangements, and for the costs, of so doing.

9 If the Customer returns any Goods, a restocking fee of 10% of the price of those Goods will be deducted from any refund. Returns are accepted only in respect of the Company's generic (non-bespoke) Goods, and only if the Goods are in good, resalable condition (assessed by the Company acting reasonably) and were purchased within the last 30 days. Bespoke Goods are non-returnable. The return must be arranged and paid for by the Customer.

10 Subject to sub-clause 11 below, the price of the Goods shall be the Company’s quoted price or when no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s relevant price list current at the date of the invoice.

11 The price of the Goods shall be subject to alteration by the Company at any time before delivery for reasons including, but not limited to, alterations arising from any increase in the costs of the Company which are due to any factor beyond its control such as, without limitation, any foreign exchange fluctuation, increase in duties, increase in the costs of labor, increase in cost of freight, materials or other costs of manufacture or other overheads, any change in mode of delivery, dates, quantities or specifications for any Goods which is requested by the Customer or the failure of the Customer to give the Company adequate information or instructions.

12 The price is exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Company.

13 Deliveries exceeding the Company’s minimum order delivery requirement from time to time are made free of charge to mainland U.K. addresses. For all other deliveries, the additional cost of delivery will be charged.

14 Deliveries will be made on weekdays between 9am and 5pm. If the Customer requests delivery within a specific time slot, such as morning (AM), afternoon (PM), timed, or next-day delivery, an additional fee will be charged. The applicable fee will be confirmed to the Customer in writing at the time of placing the order or making such request, and the Customer's confirmation shall constitute acceptance of that fee.

15 The Customer shall pay the price of the Goods or Services (as applicable) within 30 days of the date of the Company’s invoice, unless a different period is agreed in writing by a duly authorised representative of the Company. Time for payment of the price shall be of the essence of the Contract.

16 If payment of the price or any part thereof is not made by the due date, the Company shall be entitled, without limiting the Company’s remedies under clause 21 and without notice to:

16.1 charge interest both before and after any judgment on the outstanding amount at the rate of 8% per annum above the base rate of the Bank of England accruing on a daily basis, pursuant to and in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

16.2 appropriate any payment made by the Customer to the Goods and/or Services supplied under any contract between the Customer and the Company as the Company may think fit; and

16.3 cancel or suspend delivery of any Goods that have been ordered by the Customer which have not been delivered without incurring any liability to the Customer.

17 All amounts due under the Contract from the Customer to the Company shall be paid in full without any set-off, counterclaim, deduction or withholding.

18 Notwithstanding delivery and the passing of risk, title in the Goods shall remain vested in the Company and shall not pass to the Customer until payment in full is received in cash or cleared funds for the Goods (and any other goods that the Company has supplied to the Customer).

19 Until payment due from the Customer under all contracts between the Customer and the Company has been so received in full the Customer shall:

19.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;

19.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

19.3 keep the Goods comprehensively insured against all risks for their full price from the date of delivery;

19.4 subrogate to the Company any rights it may or will have in respect of insurance monies recoverable from the Goods;

19.5 keep the Goods in good condition at its own expense; and

19.6 give the Company such information as the Company may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

20 At any time before title to the Goods passes to the Customer the Company may require the Customer to deliver up all Goods in its possession that have not been resold and if the Customer fails to do so promptly, the Customer shall permit any officer, employee, representative or agent of the Company to enter with or without vehicles any premises of the Customer or other site where the Goods are located in order to recover them.

21 In the event of:

21.1 the failure by the Customer to comply with any statutory demand served on it under the Insolvency Act 1986;

21.2 the Customer taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, obtaining a moratorium, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or ceasing to carry on business;

21.3 the obtaining of any judgement against the Customer, or the levying of distress of execution on any premises owned or occupied by the Customer;

21.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;

21.5 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

21.6 the presentation of a petition for the winding up of the Customer or for making of an administrative order;

21.7 the Customer breaching any of these conditions or any other term of the contract for the provision of the Goods or the Services;

21.8 the Company reasonably believes that the Customer is about to become subject to any of the above; or

21.9 the Customer failing to pay any amount due under the Contract on the due date for payment

the Company may without limiting its other rights or remedies, suspend provision of the Goods and the Services under the Contract or any other contract between the Customer and the Company, or forthwith without notice terminate the Contract without liability to the Customer. Any such termination (howsoever occasioned) shall not affect any accrued rights or liabilities of the Company and in particular the Company’s right to be paid for the Goods or Services supplied prior to such termination and to damages generally and the Customer shall immediately pay to the Company all of the its outstanding unpaid invoices and any accrued interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.

22 Without prejudice to clause 23, the Customer shall have no claim for shortages, or for defects apparent on visual inspection of the Goods, unless the Company receives a written notice from the Customer within 48 hours of the time of their delivery.

23 The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery unless a written claim is received by the Company within three days of the defect in the Goods supplied first becoming apparent to the Customer and in any event no later than one month after the date of delivery of the Goods to the Customer

24 Subject to clauses 22 and 23 above, if any goods supplied to the Customer prove on inspection to be defective in material or manufacture the Company undertakes at its option to replace the same or to refund to the Customer the price of the goods and in no circumstances will liability exceed the cost of replacement or the price paid by the Customer for the Goods.

25 The Company is concerned to keep down the cost of advice or recommendations given to the Customer and this must necessarily involve limiting the liability of the Company for any loss or damage caused to the Customer. Accordingly, any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the goods (including recommendations and training on good food hygiene practice) whether confirmed in writing or otherwise is followed or acted upon entirely at the Customer’s own risk and accordingly subject to clause 26 the Company shall not be liable for any such advice or recommendation.

26 Nothing in the Contract:

26.1 affects any other liability which cannot be excluded or limited by applicable law.

26.2 Save for any liability which cannot legally be limited or excluded, the Company's total liability under this Contract shall not exceed amounts paid by the Customer for the relevant Goods or Services in the 12 months before the claim.

27 The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether arising from breach of contract, tort, or otherwise, including loss of profit, loss of business, loss of contracts, loss of anticipated savings, loss of goodwill, or damage to property. These exclusions apply to the fullest extent permitted by law, including the Unfair Contract Terms Act 1977.

28 The Company may cancel or vary the Contract if it is unable for any reason to fulfil all or part of an order.

29 The Company reserves the right to decline to accept or to withhold fulfilment of any order where it has reasonable grounds to believe that the Goods will be used, sold, or distributed in breach of Applicable Law or in contravention of the territorial and regulatory restrictions set out in these Terms and Conditions. The Company may require the Customer to provide reasonable evidence of regulatory compliance before accepting or fulfilling any order. Exercise of this right shall not give rise to any liability on the part of the Company to the Customer.

30 If the Company delivers up to and including 15% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Company shall make a pro rata adjustment to the invoice for the Goods.

31 The copyright and any other intellectual property rights in any drawing produced produced by the Company vests in the Company until paid in full. The quoted price may be altered without notice if not accepted within 28 days; any post-acceptance increase requires prior written notice supported by evidence of verifiable direct cost increases. Standard payment and pricing terms apply to drawings.

32 Until payment due from the Customer in respect of any drawings or other work so produced has been received by the Company in full:-

32.1 the Customer shall not disclose or use any drawings, other work, or copies thereof without the prior written consent of a director of the Company;

32.2 all drawings, other work, and copies shall be returned to the Company promptly on demand. If the Customer fails to do so, the Company or its representatives may enter the Customer's premises to repossess them.

33 The Customer shall indemnify the Company on demand against all losses, costs, and expenses (including professional fees) arising from or related to:

33.1 any design specification provided by the Customer, including any claim against the Company for actual or alleged infringement of a third party’s intellectual property rights;

33.2 the improper use, incorporation, assembly, processing, storage, or handling of Goods supplied by the Company;

33.3 the Customer's failure to comply with Applicable Law in connection with the purchase, importation, use, distribution, resale, or disposal of the Goods in any jurisdiction;

33.4 any mislabelling, alteration, repackaging, or improper resale of the Goods by the Customer or any downstream purchaser, including any failure to apply the SUPD Mark or any other mandatory on-pack marking required by Applicable Law; and

33.5 the importation, distribution, or use of the Goods in any jurisdiction where such Goods are restricted or prohibited, whether by the Customer or any person to whom the Customer has supplied the Goods.

34 Specifications, dimensions and other product details are given in good faith and the Company will endeavor to ensure that the Goods comply with such specifications, dimensions and other product details and therefore reserves the right in such cases to supply goods of a substantially similar specification or dimension

35 If any condition of the Contract is found to be unenforceable under any rule of law or legislation, it shall first be modified to the minimum extent necessary to make it enforceable. If modification is not possible, that condition shall be severed from the Contract. The remaining conditions shall continue in full force and effect.

36 The Company is not liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including delays in transit, freight disruptions, port congestion, customs delays, carrier delays, or adverse weather. In such cases, delivery timelines will be extended as reasonably necessary.

36 The Contract constitutes the entire agreement between the parties.

37 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

39 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

40 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

41 The Company will deliver to the Customer, in full, all the bespoke products ordered by the Customer within 10 days of vessel arrival at UK port. Deliveries from the Company's UK and EU warehouses are generally palletised; container deliveries and small consignments of a limited number of cases may be delivered un-palletised. Containers delivered more than 7 days after vessel arrival date will incur a demurrage charge of £100.00 per day. Please note that containers are allocated 3 hours to unload; any time after this period will be charged at £50.00 per hour. Please note that the Estimated Time of Departure/Estimated Time of Arrival to Port provided is only an estimate and may be subject to change. The Customer will be notified of a more accurate date for delivery into the company’s DC when stock arrives in the UK. Invoices will be issued on the day of delivery and are due for payment within 30 days of the date of the invoice, or in accordance with any credit terms agreed in writing between the parties. This agreement is subject to the terms and conditions of the Company Bespoke Product/Print Agreement and the Terms and Conditions of Sale, both of which are printed herein.

42 Artwork will be produced by the manufacturer for the Customer’s approval. Should the Customer decide not to proceed with production, any expenditure incurred by the Company will be charged to the Customer at cost. Complementary design work is provided upon receipt of AI or PDF artwork up to a maximum of 3 revisions; any revisions past this point will incur a £35 charge per version. Origination charges are the total costs the Customer will pay for the production of artwork and printing plates and will be charged once production has been completed. Lead time is the period between artwork being approved and the product being produced. This varies both seasonally and from product to product.

43 Over and under runs are the quantity difference between the stock produced against the amount the Customer ordered. A 15% variation is the printing standard, and the Company will not be liable for any losses incurred as a result of such differences. Under runs will not be considered as an outstanding balance, and over runs will be considered part of the total quantity to which the Customer is committed.

44 Delivery may be made in full or in instalments (call-off) for up to three months from the Company's receipt date. After this period, the Company will invoice and deliver all remaining stock to the Customer's chosen address. The Customer authorises this by signing this agreement. Payment is due in full on delivery, including for stock held pending delivery arrangements.

45 In exceptional circumstances, continuity of supply may be agreed, allowing goods to be delivered and invoiced on a call-off basis without a new bespoke agreement for each batch. The Customer will agree a maximum stock level; if the Customer ceases purchasing, the Company may invoice all stock held up to that level.

46 All printed single wall paper cup orders include Company branding on the base as standard, regardless of artwork. This applies to printed single wall cups only and does not extend to unprinted stock, double wall, or ripple cups. By placing an order or approving artwork, the Customer accepts this branding. Removal or alteration of Company branding may be agreed in writing before production commences.

47 Goods supplied under this Contract are intended for exclusive use, sale, or consumption within Northern Ireland and must not be moved to the EU, whether directly or indirectly. The Customer warrants compliance with this restriction and shall notify the Company immediately of any intended or actual movement of Goods outside Northern Ireland.

48 The goods are not intended to be placed on the EU market and will be used, sold or consumed exclusively within Northern Ireland.

49 The Company operates under the Windsor Framework and, where applicable, the UK Internal Market Scheme ("UKIMS"). The Goods' "not at risk" status depends on them remaining within Northern Ireland, and any breach of clauses 47 and 48 may make them liable to EU customs duties, for which the Customer is solely liable. Under the Windsor Framework, Northern Ireland follows EU product law, including EU Directive 2019/904 (the "SUPD"), which requires certain single-use plastic products to carry a mandatory pictogram (the "SUPD Mark") before being placed on the Northern Ireland or EU market. Great Britain has no equivalent marking requirement. The Customer is solely responsible for ensuring the Goods carry the SUPD Mark where required and for meeting all labelling requirements in each destination. In practice, plastic-containing Goods supplied from the Company's EU warehouse carry the SUPD Mark, and the Company does not supply Goods from its Great Britain warehouse for sale or use in Northern Ireland or the EU. This is operational practice only; it is not a warranty and does not reduce the Customer's responsibilities under this clause. The Company does not otherwise pre-mark Goods unless agreed in writing.

50 Adequate commercial, logistical, and inventory controls are in place to ensure traceability of the goods and compliance with the “not at risk” conditions. The Customer shall indemnify the Company against all customs duties, tariffs, fines, penalties, costs, and expenses (including legal fees) arising from the Customer's breach of clauses 47 and 48, including any onward movement of the Goods to the EU.

51 Regulations affecting plastic products and packaging vary by jurisdiction and may change. It is the Customer's sole responsibility to ensure the Goods are lawfully permitted in their destination jurisdiction and to comply with all Applicable Law once the Goods leave the Company's premises. The Company is not liable for legislative changes after the date of sale. The Customer acknowledges that the same product may be subject to materially different requirements in different jurisdictions: for example, single-use plastic cups may require the SUPD Mark in Northern Ireland and the EU, may be prohibited in Great Britain, and may be freely permitted in other jurisdictions such as the United States. The Customer is solely responsible for verifying the regulatory position in each jurisdiction before selling or distributing the Goods.

52 The Customer warrants that:

(a) it has reviewed all Applicable Law relating to the importation, use, resale, distribution, disposal, and recycling of the Goods in the destination jurisdiction;

(b) it holds and will maintain all licences, permits, and approvals required under Applicable Law;

(c) it will not import, distribute, sell, or use the Goods in any jurisdiction where such Goods are restricted or prohibited without first ensuring full compliance with Applicable Law;

(d) it will not alter, mislabel, repackage, or modify the Goods in a manner that could cause non-compliance with Applicable Law; and

(e) it will ensure that all downstream customers, distributors, and end-users are informed of any regulatory obligations associated with the Goods.

53 The Customer acknowledges that it has not relied on any statement, representation, warranty, or assurance (whether written or oral) made by the Company regarding:

(a) the regulatory status of the Goods in any jurisdiction;

(b) their suitability for any specific use; or

(c) their environmental or regulatory compliance.

54 The Customer has conducted its own due diligence on all applicable regulatory obligations.

55 Prices are exclusive of any Plastic Packaging Tax under the Finance Act 2021. The Customer is solely responsible for all Extended Producer Responsibility obligations under the Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024 and any successor legislation. The Customer shall indemnify the Company against any resulting costs, penalties, or levies.

56 The Customer is responsible for monitoring regulatory changes in all relevant jurisdictions, including:

(a) environmental legislation;

(b) chemical restrictions and hazardous substance controls;

(c) packaging, labelling, and marketing requirements;

(d) waste-management and recycling rules; and

(e) import and export controls.

57 The Customer shall notify the Company promptly of any regulatory issue affecting the lawful sale, import, use, or distribution of the Goods. The Company is not liable for the Customer's failure to comply with Applicable Law.