KITE PACKAGING LIMITED
TERMS AND CONDITIONS OF PURCHASE

These terms and conditions shall supersede all previous terms and conditions existing between Kite Packaging Limited ("The Company") and the supplier ("the Supplier") and shall take precedence over terms and general conditions of sale otherwise used by the Supplier. These Terms and Conditions shall apply as the complete and exclusive terms of each contract, and no variation from the Supplier contained in any documents from the Supplier including but not limited to any letter, receipt acknowledgement, or other form shall be effective unless expressly agreed by the Company in writing.

1. LEGAL PRICE

The Supplier warrants that prices, either original or after review, are in accordance with legal price regulations prevailing in the country of the Supplier.

2. PRICING

2.1 Prices for products ("Products") or services ("Services") rendered to the Company shall not be payable by the Company unless they have been ordered under the official number on the printed Purchase order form ("Purchase Order"), which form must be signed by an approved signatory as determined by the Company.

2.2 Such prices are fixed and non-revisable.

2.3 Unless otherwise agreed the price for all Products includes delivery to the Company as well as the cost of packaging used by the Supplier to deliver the Products to the Company.

3. PACKAGING

Each and every box, package, bundle, reel or other container used by the Supplier to deliver the Products must be labelled with the Company’s order number, product code number, description, date, supplier code number and the quantity of contents. This information must also be shown on any advice note and any other relevant documentation, such as Certificate of Conformity, which must accompany the Product. All Products must be packed in accordance with any instructions given by the Company to the Supplier and, in any event, in such a manner as to reach the Company in perfect and usable condition.

4. ASSIGNMENT

The Supplier shall not, without the consent in writing of the Company assign, pledge or transfer the Purchase Order or any part thereof to any other person. Any such consent shall not relieve the Supplier of its obligation to comply with the Purchase Order.

5. CANCELLATION

The Company reserves the right to cancel the Purchase Order or any part thereof without penalty if the Supplier fails to comply with those terms and conditions of the Purchase Order which are under the control of the Supplier, or fails to make delivery within the time specified, which time is of the essence.

6. QUALITY, QUANTITY AND DESCRIPTION

6.1 It is a condition of the Purchase Order that the goods supplied to the Company under the Purchase Order shall be of first class materials and workmanship and must meet the particulars referred to in the Purchase Order as to quantity, quality standards and description. The Company may reject the goods if they fail to conform as to quantity, quality or description with the particulars stated in the Purchase Order.

6.2 If the Supplier has made representations to the Company as to its possession of a quality standard certification (such as British or International standard certification) then the Supplier will immediately inform the Company of a change in or loss of, addition or amendment to such certification.

7. INSPECTION

All Products shall be subject to inspection, by the Company and the Company shall have 30 calendar days after proper receipt of the Products purchased to inspect them. The Company reserves the right to reject at any time any of the Products ordered which do not comply with the latest specification or which are not of the best quality or do not reach approved standards of design, material, workmanship or quality or which are not in accordance with the Supplier's sample (if any). The right of the Company to reject any of the Products supplied shall extend to a right to reject an entire consignment of Products if some or all of the consigned Products are defective or are not to the approved standard, without prejudice to any further remedies by way of damages or otherwise which the Company may have against the Supplier.

8. CHANGES

No modifications to the commercial or technical terms and conditions of the Purchase Order, no modification to the ordered goods or services whatsoever will be implemented without a written and signed authorisation. Any modification authorised by the Company and accepted by the Supplier has been placed on the implicit understanding that the change has no impact other than that specified in the authorisation.

9. CONFIDENTIALITY

The Supplier undertakes not to disclose to third parties the existence of the Purchase Order or its content, except on a "need-to- know" basis (e.g. sub-contractors). The Supplier will not disclose any of the Company’s proprietary information or documents he has been given related to the Purchase Order, except with the prior written agreement of the Company.

10. INTELLECTUAL PROPERTY

10.1 By acceptance of the Purchase Order the Supplier warrants and agrees that any articles furnished hereunder and the use thereof do not infringe any third party’s property rights; that he will defend any action that may arise in respect thereof, and that he will indemnify and save harmless the Company against any loss including damages, costs or expenses, including legal fees, which may be incurred by the assertion of any intellectual property rights by other parties.

10.2 Where the Products are made to drawings, specifications, designs or ideas provided by the Company, the copyright, design right or other Intellectual Property in them shall remain the property of the Company. The Supplier shall manufacture such Products exclusively for the Company only and no details or information from such drawing, specifications or designs shall be used on behalf of, or disclosed to, any other person.

11. CONTINUING OR HIDDEN DEFECTS LIABILITY

The Supplier will guarantee the Products or Services against continuing or hidden defects.

12. CATALOGUE

Any Products featured in the Company’s catalogue which are supplied by the Supplier shall be featured in such format as determined by the Company.

13. TERMS OF PAYMENT

Payment terms are 60 days from the end of the month of invoice during which the Products are delivered or Services provided. Products delivered or Services provided after the 25th of the month will be treated as received in the following month.

14. RISK AND TITLE

Risk in, and title to, the Products shall pass to the Company upon delivery and the Supplier represents and warrants that the Supplier has title to the goods and is fully qualified to sell such goods.

15. WAIVER

A failure on the part of either party in enforcing against the other party any term or condition of the Purchase Order shall not be or deemed to be a waiver or in way prejudice any right of that party under the Purchase Order.

16. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of England.