TERMS AND CONDTIONS OF SALE AND DELIVERY

These Terms and Conditions of sale and delivery (“Terms and Conditions”) apply between a customer (“Buyer”) and CBD Bottles Ltd to the extent that they have not been specifically derogated from by written agreement between the parties. Thus, the price and terms in an offer from CBD Bottles Ltd, c.f. below is based on the specific condition that the Terms and Conditions apply. Consequently, the parties agree that in case of “battle of forms”, no “last shot rule” is valid. Regardless of time of receipt of any other provisions or conditions, these Terms and Conditions shall prevail unless otherwise agreed upon as stated.

If any provision or part thereof is found to be inconsistent with or void under any applicable law, the validity of the remaining part of the provision and other provisions shall not be af- fected. In such case, the parties shall interpret and/or replace the ineffective provision or part thereof with a legally binding provision and/or interpretation of fundamentally the same con- tent and effect.

Offer and Conclusion of Order

Upon initial correspondence between the parties, a type sample along with technical specifications is sent to the Buyer for testing. Without delay, the Buyer is obligated to test and make sure that the type sample is as requested in terms of compati- bility with the Buyer’s products, etc. Upon positive reply from the Buyer, an order confirmation based on the type sample product is sent by CBD Bottles Ltd which is to be considered an offer to be ac- cepted by signature from the Buyer. If such accep- tance has not been received by CBD Bottles Ltd with- in 7 days, the offer is to be deemed null and void. When signature/acceptance has been received by CBD Bottles Ltd, both the type sample as well as the offer are to be considered approved by the Buyer and the parties have hereby entered into a legal- ly binding agreement (“the Order”). In situations where no type sample has been forwarded and the order confirmation is based on correspondence without a type sample, the same process – (i) order confirmation, (ii) offer, (iii) Order – applies.

If the order confirmation differs from what the parties’ have agreed by any addition, reduction or qualification and the Buyer is not inclined to accept such changes, the Buyer shall immediately upon

receiving the order confirmation inform CBD Bottles Ltd of such non-acceptance. Otherwise, only CBD Bottles Ltd order confirmation is legally binding.

The Buyer cannot assign the rights and obligations of the Order to a third party without the prior writ- ten consent of CBD Bottles Ltd.

Price and Payment

All prices are exclusive of the VAT rate applicable from time to time. Unless otherwise agreed, the payment terms are cash before delivery from the UK warehouse.

The Buyer is not entitled to set-off or withhold any payments due to CBD Bottles Ltd. Such set-off or withholding will constitute a breach of the Order and CBD Bottles Ltd will be entitled to hold the Buy- er liable for any loss in relation hereto.

At the request of CBD Bottles Ltd, the Buyer shall at any time provide an adequate bank guarantee as security for payment.

The prices quoted are based on the current costs of goods and materials as at the date of the of- fer. Thus, CBD Bottles Ltd is entitled to adjust prices quoted in offers made and in confirmed non-de- livered orders in the event of price increases from sub-suppliers, freight and/or materials in the peri- od between offer and delivery of more than 5 %. Furthermore, CBD Bottles Ltd is entitled to adjust the prices percentagewise and proportionally in the event of any change in the exchange rates and customs tariff rates for imported goods and mate- rials in CBD Bottles Ltd’s disfavor as per the date of the offer.

Delivery

Delivery is ex warehouse CBD Bottles Ltd unless oth- erwise agreed.

Delivery is effected at the time agreed with the Buyer. If no delivery time has been fixed, delivery is effected as soon as possible. Delay of less than 15 days does not constitute a breach of contract. The delivery times indicated are subject to the timely receipt of materials from CBD Bottles Ltd’s sub-sup- pliers. Delay due to such delay in materials from sub-suppliers does not constitute a breach of con- tract.

In the event that timely delivery is prevented by factors beyond CBD Bottles Ltd’s control (Force Majeure), including, but not limited to, sub-sup- pliers, delays in transportation, strike, lockout, fire, explosion, epidemic, war, terrorism, seizure, or exchange control regulation as a result of one or more of the above factors, CBD Bottles Ltd may, without incurring any liability, cancel the Order by informing the Buyer of such cancellation in writing without undue delay.

If CBD Bottles Ltd decides not to cancel the Order on the grounds of Force Majeure, CBD Bottles Ltd is without undue delay obligated to inform the Buyer of the resulting extension of the delivery time. If the delivery time is extended by more than one month due to Force Majeure, the Buyer may, without incurring any liability, terminate the Order

immediately by informing CBD Bottles Ltd of such termination in writing without undue delay.

The Buyer cannot – regardless of the circumstanc- es – return any goods after delivery without prior written acceptance from CBD Bottles Ltd.

Quantity Variation and Non-conformity

Prices quoted are based on the full quantity spec- ified in the offer. CBD Bottles Ltd may supply up to 10% more or less than the exact quantity ordered and the Buyer shall accept and pay at the quoted rate for the actual quantity delivered.

Upon delivery of the goods, the Buyer must carry out an inspection and testing. The Buyer is deemed to have accepted the goods (quantity and confor- mity) unless written notice of rejection specifying reasonable reasons for rejection is given to CBD Bottles Ltd within 7 days after delivery.

In case of documented non-conformity in accor- dance with the above, CBD Bottles Ltd is at the sole discretion of CBD Bottles Ltd entitled to either (i) de- livery of substitute goods, (ii) remedy if possible or

(iii) refund against the return of the goods.

Intellectual property rights

If Buyer receives material and/or information in the form of products, drawings, specifications, etc. this is solely the property – including intellectual prop- erty – of CBD Bottles Ltd. Furthermore, such material shall be considered confidential infor-mation.

If CBD Bottles Ltd agrees to manufacture tools and/ or moulds for the Buyer based on the Buyer’s in- structions, all intellectual rights thereto shall re- main with CBD Bottles Ltd unless otherwise specif- ically agreed in writing. Also, if the parties agree that title to tools and moulds are transferred to the Buyer, the tools and moulds shall remain in CBD Bottles Ltd possession for a period of seven years from the date of the Order.

Ocean Waste Plastic (OWP)

Ocean Waste Plastic (OWP) is plastic collected in

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the ocean, rivers, beaches and surrounding areas mixed with additives to add stability. The Buyer    is responsible for securing sufficient compatibility between Ocean Waste Plastic part(s)/packaging when used in/with the Buyer’s own product(s) and CBD Bottles Ltd assumes no liability in this respect unless accredited stability tests have been per- formed by third party and confirmed by CBD Bottles Ltd. As each batch of OWP is different from one to another, the visual look of the packaging material (and therefor the packaging itself) may vary. Black spots in the material and a “rougher” surface are common in OWP packaging

Liability

In the event of any delay or non-conformity of the goods delivered, CBD Bottles Ltd is not liable for any indirect loss, i.e. business interruption, loss of profits or any other indirect loss on the part of the Buyer, including loss as a result of the Buyer’s legal relations with any third party.

In case a third party makes any product liability claim for damages directly against CBD Bottles Ltd in relation to the goods sold, CBD Bottles Ltd has full and unlimited recourse against the Buyer, and the Buyer shall indemnify, defend and hold CBD Bottles Ltd harmless from any and all losses and costs related to such claim.

CBD Bottles Ltd is not liable for any damage to any properties or chattels caused by the goods sold if such damage occurs while the goods are in the Buyer’s possession. Nor shall CBD Bottles Ltd be lia- ble for any damage to any of the Buyer’s products, of which the goods form a part.

CBD Bottles Ltd is only liable for any personal dam- age caused by the goods sold if it is documented that the damage is a consequence of any negli- gence shown by CBD Bottles Ltd or anyone else that CBD Bottles Ltd is liable for.

In the event that a third party commences pro- ceedings for damages against either of the parties concerning product liability, the relevant party shall immediately inform the other party.

Notwithstanding any other provisions in the Terms and Conditions, CBD Bottles Ltd ‘s maximum liability under the agreement with the Buyer shall in no event exceed the purchase price of the goods.

The Buyer must indemnify CBD Bottles Ltd, including for any legal costs, to the extent that any liability is imposed on CBD Bottles Ltd in relation to a third party for any damage or loss for which Pack Tech A/S is not, according to the provisions above, liable in relation to the Buyer.

The limitations of liability in the Terms and Condi- tions do not apply where a party has been guilty of fraud or willful acts or omissions.

Disputes, Governing law and Venue and Miscellaneous

Any dispute arising between the parties, including

– but not limited to – any dispute as to the validi- ty or interpretation of these Terms and Conditions and/or the Order and/or the agreement between the parties, is governed by English law, disregard- ing the choice of law rules and the UN Convention on the International Sale of Goods (CISG), and must be submitted before an English  Crown Court.

In connection with our cooperation and the pur- chase of goods and services, we will process your personal data. You can read more about our pro- cessing of personal data on our website. If a data processing agreement is required in connection with our cooperation, you will receive a separate data processing agreement for signature.