YOUR ATTENTION IS DRAWN  TO THE PROVISIONS OF THE FOLLOWING CLAUSES HEADED:
A.   Binding Effect; Notice
B.   Acceptance of Purchase Orders
C.   Storage
D.   Shipping and Delivery
E.    Payment
F.    Cancellation
G.   Inspection and Acceptance
H.  Returns
I.      Limited Warranty
J.     Limitation of Liability
K.   Indemnification
L.    Force Majeure
M. Miscellaneous
 
Binding Effect; Notice: These are the terms and conditions for the purchase of goods (“Goods”) by any person whose order for the Goods is accepted (“Purchaser”) by whichever of ProAmpac Donegal Limited, Euroflex Limited, Fispak Limited, Irish Flexible Packaging Limited, ProAmpac Ireland Limited, issues the order confirmation    (“ProAmpac”)

NO ADDITIONAL TERMS, DIFFERENT TERMS, EXCLUSIONS OR MODIFICATIONS SHALL BE EFFECTIVE AGAINST PROAMPAC WITHOUT THE EXPRESS WRITTEN CONSENT OF AN AUTHORIZED OFFICER OF PROAMPAC. THE PURCHASER RECOGNISES THAT PRINTED FORM PURCHASE ORDERS (“P.O.s”), INVOICES AND OTHER COMMONLY USED FORM DOCUMENTS RELATING TO THE PERFORMANCE OF ANY OBLIGATIONS HEREUNDER MAY CONTAIN TERMS WHICH CONFLICT WITH ONE OR MORE TERMS OF THESE TERMS. IN CASE OF ANY SUCH CONFLICT, UNLESS OTHERWISE AGREED BY PROAMPAC IN WRITING, THE RELEVANT TERMS OF THESE TERMS SHALL PREVAIL.

THESE TERMS, TOGETHER WITH EACH INDIVIDUAL P.O. ACCEPTED BY PROAMPAC SUBJECT TO AND IN ACCORDANCE WITH THESE TERMS, CONSTITUTE AN AGREEMENT FOR THE SALE OF GOODS BY PROAMPAC TO THE PURCHASER (THE “AGREEMENT”). EACH AGREEMENT IN RESPECT OF EACH INDIVIDUAL P.O. IS INDIVIDUAL AND SEPARATE FROM ANY OTHER AGREEMENT ENTERED INTO BY PROAMPAC AND THE PURCHASER FROM TIME TO TIME. NO TERMS OR CONDITIONS ENDORSED ON, DELIVERED WITH OR CONTAINED IN THE P.O. OR OTHER DOCUMENT FORM PART OF THE AGREEMENT AS A RESULT OF SUCH DOCUMENT BEING REFERRED TO IN THE AGREEMENT OR OTHERWISE.

Acceptance of P.O.s: Purchaser agrees to be subject to these terms and conditions in their entirety upon award of a P.O. to ProAmpac. All P.O.s must be commitments with a definitive price and quantity. NO P.O., WHETHER OR NOT SUBMITTED IN RESPONSE TO A QUOTATION BY PROAMPAC, SHALL BE BINDING UNTIL ACCEPTANCE BY PROAMPAC AND NO SUCH ACCEPTANCE SHALL BE DEEMED AN AGREEMENT TO BE BOUND BY ANY TERMS OTHER THAN THE TERMS HEREOF. EACH P.O. OR ACCEPTANCE OF A QUOTATION FOR GOODS BY THE PURCHASER FROM PROAMPAC IS DEEMED TO BE AN OFFER BY THE PURCHASER TO BUY GOODS SUBJECT TO THESE TERMS.

All orders are subject to credit approval by ProAmpac, rejection or modification due to required delivery date or raw material availability, and minimum order quantities.

No lead times are guaranteed unless otherwise stated in writing by ProAmpac.

Prices in quotations are effective for 30 days unless otherwise stated in writing by ProAmpac.

FOR EXISTING P.O.S, PROAMPAC MAY CHANGE ITS PRICES AT ANY TIME UPON WRITTEN NOTICE, UNLESS OTHERWISE AGREED TO IN WRITING. ANY TEMPORARY SURCHARGE IMPOSED ON PROAMPAC WILL BE PASSED ON TO PURCHASER DURING THE PERIOD OF TIME THE SURCHARGE IS IN EFFECT.

Unless otherwise stated in writing, quoted prices do not include: (i) printing plates; (ii) art charges; (iii) freight; (iv) warehousing and handling fees; (v) brokerage fees; (vi) upcharges; (vii) any applicable excise, value-added, sales, use or similar taxes; (viii) insurance; or (ix) tooling of any kind.

Storage: Purchaser is solely responsible for storing the Goods in a warehouse environment at ambient storage suitable for the Goods. Such storage temperatures should not exceed 35°C, and the humidity should not exceed 60%. Excessive or prolonged exposure to heat and/or humidity may lead to performance or quality issues for the Goods. PROAMPAC IS NOT RESPONSIBLE FOR DAMAGE TO THE GOODS OR QUALITY OR PERFORMANCE ISSUES RESULTING FROM IMPROPER STORAGE BY PURCHASER.

Shipping and Delivery: Any dates quoted by ProAmpac for delivery of any products are estimates only, unless otherwise stated in writing, PROAMPAC WILL NOT BE LIABLE FOR ANY CHARGES RESULTING FROM EITHER LATE OR EARLY DELIVERY OF PRODUCTS FROM THE DATE QUOTED NO MATTER THE CAUSE. PURCHASER ACKNOWLEDGES AND AGREES THAT WHERE PROAMPAC DELIVERS UP TO AND INCLUDING 10% MORE OR LESS THAN THE QUANTITY OF GOODS ORDERED, PURCHASER SHALL NOT BE ENTITLED TO REJECT THE ORDER BUT A PRO RATA ADJUSTMENT SHALL BE MADE TO THE INVOICE.

Unless otherwise specifically agreed by the parties in writing, all deliveries are EXW (Incoterms 2010) ProAmpac’s factory.

TITLE TO THE GOODS WHICH ARE THE SUBJECT OF A P.O. SHALL NOT PASS TO PURCHASER UNTIL THE EARLIER OF: (I) PROAMPAC RECEIVES PAYMENT IN FULL (IN CASH OR CLEARED FUNDS) FOR THOSE GOODS AND ALL OTHER SUMS THAT ARE OR THAT BECOME DUE TO PROAMPAC FROM THE PURCHASER FOR SALES OF GOODS OR ON ANY ACCOUNT, IN WHICH CASE TITLE TO THOSE GOODS SHALL PASS AT THE TIME OF PAYMENT OF ALL SUCH SUMS; OR (II) THE PURCHASER RESELLS THOSE GOODS, IN WHICH CASE TITLE TO THOSE GOODS SHALL PASS TO THE PURCHASER AT THE TIME SPECIFIED BELOW.

GOODS IN TRANSIT ARE AT PURCHASER’S RISK. PURCHASER SHALL BE FULLY RESPONSIBLE TO PAY DIRECTLY OR TO REIMBURSE PROAMPAC FOR CARRIER DETENTION CHARGES INCURRED AS A RESULT OF DELAYS NOT CAUSED BY PROAMPAC. IF PURCHASE PRICES INCLUDE A FREIGHT COMPONENT, PRICES WILL BE ADJUSTED, WITH NOTICE, IN THE EVENT OF A CHANGE IN FREIGHT RATES OR THE IMPOSITION OF ANY SURCHARGE.

In the case of international sales, unless otherwise agreed in writing, Purchaser shall be fully responsible: (i) to provide ProAmpac the ultimate destination and identity of the end-user in writing, prior to delivery; (ii) to pay all duties, taxes, fees, customs, and other charges imposed by any government or local authority; and (iii) for compliance with applicable legal requirements for exportation and importation of Goods.

Single Bulk Deliveries: Where a P.O provides for a single bulk delivery without specifying a delivery date, the Goods shall be deemed delivered and accepted within 14 days of their having been placed at Purchaser’s disposal at ProAmpac’s factory. WHERE PURCHASER FAILS TO TAKE POSSESSION OF THE GOODS OR FAILS TO GIVE PROAMPAC ADEQUATE DELIVERY INSTRUCTIONS AT THE TIME STATED FOR DELIVERY THEN, WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY OF PROAMPAC, PROAMPAC RESERVES THE RIGHT TO STORE THE GOODS AT THE PURCHASER’S RISK UNTIL ACTUAL TAKING OF POSSESSION AND TO CHARGE PURCHASER FOR THE COSTS (INCLUDING, WITHOUT LIMITATION, INSURANCE) OF STORAGE.

FOR THE AVOIDANCE OF DOUBT, ANY FAILURE OR DEFECT IN ANY SINGLE BULK DELIVERY SHALL NOT ENTITLE THE PURCHASER TO TREAT THE AGREEMENT AS A WHOLE AS REPUDIATED.

Payment: Unless otherwise agreed to by ProAmpac in writing, payment terms are net 30 days from date of invoice in the currency specified in each applicable invoice. All terms are based on credit approval. Any sales not on credit must be paid in advance by cash or credit card. If Purchaser purchases Goods through any intermediary (“Intermediary”), the term “Purchaser” herein shall include such Intermediary as necessary. Purchaser agrees that ProAmpac shall be entitled to make credit decisions concerning sales to the Intermediary in ProAmpac’s discretion, including a refusal to sell.

UNTIL SUCH TIME AS THE PROPERTY IN THE GOODS PASSES TO PURCHASER, THE PURCHASER SHALL HOLD THE GOODS AS PROAMPAC’S FIDUCIARY AGENT AND BAILEE, AND SHALL KEEP THE GOODS SEPARATE FROM THOSE OF THE PURCHASER AND THIRD PARTIES IN SUCH A WAY THAT THEY REMAIN READILY IDENTIFIABLE AS PROAMPAC’S PROPERTY, NOT DESTROY, DEFACE OR OBSCURE ANY IDENTIFYING MARK OR PACKAGING ON OR RELATING TO THE GOODS, MAINTAIN THE GOODS IN SATISFACTORY CONDITION AND KEEP THEM INSURED ON PROAMPAC’S BEHALF FOR THEIR FULL PRICE AGAINST ALL RISKS TO THE REASONABLE SATISFACTION OF PROAMPAC. ON REQUEST, THE PURCHASER WILL PRODUCE THE POLICY OF INSURANCE TO PROAMPAC. THE PURCHASER MAY RESELL THE GOODS BEFORE OWNERSHIP HAS PASSED TO IT SOLELY ON THE CONDITION THAT ANY SALE IS EFFECTED IN THE ORDINARY COURSE OF THE PURCHASER'S BUSINESS AT FULL MARKET VALUE; AND ANY SUCH SALE IS A SALE OF PROAMPAC’S PROPERTY ON THE PURCHASER'S OWN BEHALF AND THE PURCHASER DEALS AS PRINCIPAL WHEN MAKING SUCH A SALE.

PROAMPAC IS ENTITLED TO RECOVER PAYMENT FOR THE GOODS NOTWITHSTANDING THAT OWNERSHIP OF ANY OF THE GOODS HAS NOT PASSED FROM PROAMPAC.

THE PURCHASER GRANTS PROAMPAC, ITS AGENTS AND EMPLOYEES AN IRREVOCABLE LICENCE AT ANY TIME TO ENTER ANY PREMISES WHERE THE GOODS ARE OR MAY BE STORED IN ORDER TO INSPECT THEM, OR, WHERE THE PURCHASER'S RIGHT TO POSSESSION HAS TERMINATED, TO RECOVER THEM. Until such time as the property in the Goods passes to the Purchaser (and provided that the Goods are still in existence and have not been resold) ProAmpac shall be entitled at any time to require the Purchaser to deliver up the Goods to ProAmpac and if the Purchaser fails to do so forthwith to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.

The Purchaser shall not be entitled to pledge or any way charge by way of security for any indebtedness any of the Goods which remain the property of ProAmpac but if the Purchaser does so all monies owing by the Purchaser to ProAmpac shall (without prejudice to any other right or remedy of ProAmpac) forthwith become due and payable.

Purchaser shall not have a right of set off or offset of any kind. ALL INDEBTEDNESS OUTSTANDING AFTER THE DUE DATE SHALL BE SUBJECT TO A LATE FEE OF 1.5% PER MONTH (18% ANNUALLY), UNLESS SUCH RATE EXCEEDS THE HIGHEST RATE PERMITTED BY LAW, IN WHICH EVENT THE RATE SHALL BE THE HIGHEST PERMISSIBLE BY LAW.

Purchaser agrees to pay ProAmpac's legal fees, expenses and other costs in the event ProAmpac pursues collection or other enforcement efforts. PROAMPAC SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, ANY P.O., TO STOP GOODS IN TRANSIT, AND TO SUSPEND FURTHER PERFORMANCE UNDER EVERY AGREEMENT IN THE EVENT PURCHASER FAILS TO MAKE ANY PAYMENT WHEN DUE.

Purchaser agrees that each P.O. constitutes a representation that it is both solvent and not a debtor in any insolvency, bankruptcy, or restructuring proceeding. Purchaser agrees to promptly notify ProAmpac in case of insolvency, waives any defenses to ProAmpac’s right of reclamation to the Goods identified in ProAmpac’s invoice and shall promptly return possession of such Goods to ProAmpac.

Taxes: Prices of Goods are exclusive of all applicable federal, state, local and VAT taxes. Purchaser agrees to pay (or reimburse ProAmpac) for all taxes however designated, arising out of the sale imposed under the authority of any federal, state, local or foreign taxing jurisdiction, upon receipt of a sales invoice for the amount of the tax.

Cancellation: IN THE EVENT OF A FULL OR PARTIAL CANCELLATION OF ANY P.O., PURCHASER IS RESPONSIBLE FOR ALL COSTS INCURRED UP TO AND INCLUDING THE TIME OF CANCELLATION. This includes all costs expended and committed for raw materials, work in process, finished Goods, labor, supplies, administrative costs, outside services or consultants, and any other costs associated with performance of any P.O. plus the applicable profit margin.

Inspection and Acceptance: Purchaser agrees to promptly inspect all Goods as received, and any rejection or claim based on nonconformity with the warranty set out under “Limited Warranty” must be made in writing no later than 14 days after delivery for non-conformities reasonably discoverable on inspection, and no later than 60 days after delivery for latent non conformities. IF PURCHASER FAILS TO GIVE SUCH WRITTEN NOTICE WITHIN THE APPLICABLE TIME PERIOD(S) STATED ABOVE, THE GOODS WILL BE DEEMED ACCEPTED, WILL NOT BE SUBJECT TO REVOCATION OF ACCEPTANCE, AND PURCHASER WILL BE DEEMED TO HAVE ABSOLUTELY WAIVED ANY CLAIM FOR DEFECTS, INCLUDING UNDER THE LIMITED WARRANTY SET FORTH BELOW.

If Purchaser gives written notice within the applicable time periods set forth above, Purchaser will give ProAmpac reasonable opportunities to inspect and test the Goods that are the basis for any claim. As a condition for replacement, refund or credit, ProAmpac will be entitled to the return of the nonconforming Goods in the same condition as when they were received. NO CLAIM AGAINST PROAMPAC SHALL BE MADE OR ALLOWED FOR GOODS RETURNED WITHOUT PROAMPAC'S PRIOR WRITTEN CONSENT AND A RETURN GOODS AUTHORISATION NUMBER THAT PROAMPAC WILL ISSUE.

All claims for loss or damage during transit must be made against the carrier by notation on the freight bill or delivery receipt.

Returns: ALL RETURNS MUST BE APPROVED, IN ADVANCE, IN WRITING IN THE FORM OF AN AUTHORISED REFERENCE. PROAMPAC RECEIVING CANNOT ACCEPT RETURNED GOODS WITHOUT THIS PRIOR AUTHORISATION. GOODS MUST BE RETURNED IN GOOD CONDITION FOR APPROPRIATE ANALYSIS AND POTENTIAL REWORK. NO GOODS MAY BE RETURNED AND NO CREDIT MAY BE GIVEN FOR GOODS AFTER THE EXPIRATION OF THE TERM FOR REJECTION OR CLAIM BASED ON NONCONFORMITY SET FORTH ABOVE UNDER “INSPECTION AND ACCEPTANCE.”

No credit will be given for Goods claimed to be defective that were consumed by Purchaser and commercially sold or otherwise used in commercial applications.

Confidential Information: All nonpublic information conveyed by ProAmpac or viewed by Purchaser at a ProAmpac facility including ProAmpac’s prices, costs, discounts, inventions, planned and existing products (which may also be subject to ProAmpac’s intellectual property rights), packaging, customers and distributors as well as information regarding ProAmpac’s business or finances and production methods or processes, know-how and concepts used by ProAmpac, is proprietary and confidential (“Confidential Information”). Purchaser agrees that it will not use any such Confidential Information for any other purpose than the performance of the Agreement or disclose any such Confidential Information to others and will advise its employees and agents of the secrecy of such Confidential Information and take all other steps necessary to protect the Confidential Information. Purchaser shall not copy, decompile, reverse engineer or otherwise duplicate the Goods or any part of any Goods or copy, misuse or misappropriate any Confidential Information belonging to ProAmpac. ProAmpac’s logo and brand names belong to ProAmpac and are protected by trademark and other laws; Purchaser agrees that it will not use or permit any other person to use such logo or brand names without ProAmpac’s prior written consent which may be withheld for any reason. ProAmpac shall be entitled to all legal and equitable rights and remedies available under applicable law and otherwise to protect its Confidential Information, trademarks, trade secrets and intellectual property of all kinds (all of which may be referred to hereafter as “IP”). Confidential Information shall not include information that: (i) was known to Purchaser before receipt from ProAmpac; (ii) is or becomes publicly available through no fault of Purchaser; (iii) is rightfully received by Purchaser from a third person not bound by a duty of confidentiality; or (iv) is disclosed by Purchaser with ProAmpac’s prior written approval.

Limited Warranty All Goods are sold on the condition that Purchaser shall examine and test samples prior to the initial purchase to determine whether the Goods meet Purchaser's requirements. Once ProAmpac has made samples available, Purchaser’s P.O. for Goods acts as confirmation of such examination and testing. During the claim periods set forth above under “Inspection and Acceptance”, Goods are warranted to: (i) be substantially free from defects in material and workmanship when sold subject to all time limitations and storage conditions and (ii) comply with ProAmpac’s published specifications within stated tolerances, but it shall be Purchaser’s responsibility to assure that such specifications and tolerances will fulfill Purchaser’s requirements regardless of whether ProAmpac has notice of such requirements. PROAMPAC MAKES THIS LIMITED WARRANTY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED CONCERNING THE SUPPLY OR PURPORTED SUPPLY OF GOODS (EXCEPT FOR THOSE ARISING UNDER SECTION 12 OF THE SALE OF GOODS ACT, 1893, IF ANY) WHICH MIGHT BUT FOR THIS CLAUSE HAVE EFFECT BETWEEN PURCHASER AND PROAMPAC OR WOULD OTHERWISE BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR AS TO THE USE OF REASONABLE SKILL AND CARE), ALL OF WHICH ARE HEREBY EXCLUDED. Provided always that (i) Purchaser rejects the Goods or makes a claim based on nonconformity during the claim periods set forth above under “Inspection and Acceptance”, (ii) ProAmpac is given a reasonable opportunity of examining the Goods, (iii) ProAmpac has consented in writing to the return and has issued a return Goods authorisation number, and (iv) the Goods are returned to ProAmpac in the same condition as when they were received, ProAmpac shall, at its option, replace the defective Goods or refund the purchase price. FOR THE AVOIDANCE OF DOUBT: (I) THESE TERMS SHALL APPLY TO ANY REPLACEMENT GOODS SUPPLIED BY PROAMPAC, AND (II) LIMITED WARRANTY SHALL NOT APPLY WITH REGARD TO ANY GOODS ALTERED, MISUSED, NOT STORED PROPERLY, SUBJECT TO NEGLECT OR ACCIDENT, OR ARISING FROM CIRCUMSTANCES OUTSIDE OF PROAMPAC’S REASONABLE CONTROL.

PROAMPAC SHALL NOT BE RESPONSIBLE TO PURCHASER UNDER THIS LIMITED WARRANTY FOR FIT OR OTHER COMPATIBILITY PROBLEMS WHEN THE GOODS ARE USED WITH PRODUCTS OF ANOTHER MANUFACTURER. ALL ORAL AND WRITTEN ADVICE PROVIDED BY PROAMPAC RELATING TO THE GOODS IS SUBJECT TO THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF DAMAGES PROVISION BELOW.

PURCHASER'S RIGHTS AND REMEDIES UNDER THIS LIMITED WARRANTY ARE ITS SOLE AND EXCLUSIVE RIGHTS AND REMEDIES IN RESPECT OF ANY DEFECTIVE GOODS AND, ONCE PROAMPAC HAS COMPLIED WITH THIS SECTION, IT SHALL HAVE NO FURTHER LIABILITY TO THE PURCHASER FOR THE DEFECTIVE GOODS’ FAILURE TO COMPLY WITH THIS LIMITED WARRANTY.

Limitation of Liability: 

WITHOUT PREJUDICE TO THE LIMITED WARRANTY SET FORTH UNDER “LIMITED WARRANTY” ABOVE AND LIABILITIES WHICH CANNOT BE LEGALLY LIMITED, PROAMPAC'S SHALL UNDER NO CIRCUMSTANCES  BE RESPONSIBLE FOR LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF THE USE OF MONEY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGES REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER PROAMPAC HAS OR HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHER DAMAGES.

WITHOUT PREJUDICE TO THE FOREGOING LIMITED WARRANTY SET FORTH UNDER “LIMITED WARRANTY” ABOVE, IN NO EVENT SHALL PROAMPAC'S TOTAL LIABILITY TO THE CUSTOMER EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PROAMPAC (EXCLUSIVE OF VALUE ADDED TAX AND ANY SALES TAX) FOR THE GOODS IN AGGREGATE. THE LIMITATION OF LIABILITY UNDER THIS SECTION HAS EFFECT IN RELATION BOTH TO ANY LIABILITY EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT AND TO ANY LIABILITY ARISING BY REASON OF THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OF THIS AGREEMENT.

Indemnification: PURCHASER SHALL HOLD HARMLESS, INDEMNIFY AND DEFEND PROAMPAC ON DEMAND FROM AND AGAINST ANY EXPENSES, CLAIMS OR CAUSES OF ACTION (INCLUDING PROAMPAC’S ATTORNEYS FEES AND EXPENSES) AS A RESULT OF (I) DEATH, BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF PURCHASER’S MARKETING, ADVERTISING, SALE, DISTRIBUTION OR USE OF THE GOODS (INCLUDING ANY CLAIMS OR CAUSES OF ACTION BASED ON ITEMS FOR WHICH OR WITH WHICH THE GOODS ARE USED) WHETHER OR NOT THERE HAS BEEN NEGLIGENCE ON THE PART OF PROAMPAC EXCEPT TO THE EXTENT CAUSED SOLELY BY PROAMPAC'S OWN GROSS NEGLIGENCE; (II) PURCHASER’S VIOLATION OF ANY APPLICABLE LAW OR STANDARD IN THE MARKETING, ADVERTISING, LABELING (OR IMPROPER OR INADEQUATE LABELING), SALE, DISTRIBUTION OR USE OF THE GOODS OR THE ITEMS WITH WHICH OR FOR WHICH THE GOODS ARE USED; (III) ANY ALLEGED PATENT, TRADEMARK, TRADE DRESS, COPYRIGHT, TRADE SECRET OR OTHER IP INFRINGEMENT BASED ON PURCHASER'S SAMPLES, MOCK-UPS OR SPECIFICATIONS; (IV) ANY ILLEGAL, FALSE, MISLEADING OR DECEPTIVE INFORMATION THAT PURCHASER INSTRUCTS PROAMPAC TO PRINT ON OR OTHERWISE APPLY TO OR USE WITH THE GOODS; AND (V) ANY ENVIRONMENTAL POLLUTION, CONTAMINATION OR DAMAGE (INCLUDING, IN ADDITION TO THE ABOVE, FINES AND PENALTIES TO THE EXTENT ALLOWED BY LAW, CLEAN-UP AND OTHER REMEDIAL OR CONTAINMENT COSTS AND LEGAL, TECHNICAL OR SIMILAR FEES AND EXPENSES) ARISING OUT OF SUCH POLLUTION, CONTAMINATION OR DAMAGE TO THE ENVIRONMENT OR NATURAL RESOURCES OCCURRING IN CONNECTION WITH PURCHASER’S USE OF ANY GOODS REGARDLESS OF CAUSE, INCLUDING PURCHASER’S NEGLIGENCE, STRICT LIABILITY, OR OTHER ACT OR OMISSION. PURCHASER REPRESENTS AND WARRANTS TO PROAMPAC THAT CUSTOM GOODS ORDERED BASED ON PURCHASER'S SAMPLES, MOCKUPS OR SPECIFICATIONS DO NOT INFRINGE ANY TRADE DRESS, COPYRIGHT, TRADE SECRET OR OTHER IP RIGHTS OF OTHERS OR ANY LETTERS PATENT GRANTED BY ANY COUNTRY. PROAMPAC RESERVES THE RIGHT (BUT SHALL HAVE NO DUTY) TO DISCONTINUE DELIVERIES OF ANY GOODS, THE MANUFACTURE, SALE OR USE OF WHICH MIGHT: (I) INFRINGE ANY TRADE DRESS, COPYRIGHT, TRADE SECRET, PATENT OR OTHER IP RIGHTS; OR (II) VIOLATE ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDER.

Force Majeure: IF PROAMPAC IS PREVENTED FROM OR DELAYED IN PERFORMING BY A FORCE MAJEURE EVENT, IT SHALL NOT BE LIABLE OR RESPONSIBLE FOR ITS FAILURE TO TIMELY PERFORM BUT SHALL PERFORM AS SOON AS POSSIBLE AFTER THE FORCE MAJEURE EVENT CEASES. FORCE MAJEURE INCLUDES, BUT IS NOT LIMITED TO, EVENTS BEYOND PROAMPAC’S REASONABLE CONTROL THAT AFFECT PRODUCTION OR TRANSPORTATION, SUCH AS ACTS OF GOD, ACTS OF WAR (WHETHER AN ACTUAL DECLARATION THEREOF IS MADE OR NOT), ACTS OF GOVERNMENT, TERRORISM, RIOTS, LABOR STRIKES, LABOR DISPUTES ((WHETHER OR NOT RELATING TO EITHER PARTY'S WORKFORCE)), INTERRUPTION IN TELECOMMUNICATION TRANSMISSIONS OR PRODUCT TRANSPORTATION, ANY OUTBREAK OF DISEASE INCLUDING BUT NOT LIMITED TO ANY EPIDEMIC OR PANDEMIC, MATERIALS SHORTAGES, DELAYS OR SUDDEN SEVERE INCREASES IN MATERIALS PRICES OR OTHER COSTS, ACCIDENT, FIRE, WATER DAMAGE, FLOOD, EARTHQUAKE, WINDSTORM, OTHER NATURAL DISASTERS OR CATASTROPHES, AND COMPLIANCE BY PROAMPAC WITH ANY ORDER, ACTION, DIRECTION OR REQUEST OF ANY GOVERNMENTAL OFFICER, DEPARTMENT, AGENCY, AUTHORITY, OR COMMITTEE THEREOF. A FORCE MAJEURE EVENT SHALL ALSO INCLUDE PROAMPAC’S SUSPENSION OF OPERATION OR CLOSURE OF A FACILITY THAT PRODUCES GOODS BECAUSE THE OPERATION OF, OR GOODS FROM, THAT FACILITY FAILS TO COMPLY WITH, OR BECOMES UNECONOMICAL BECAUSE OF COMPLIANCE WITH, ANY APPLICABLE LAW OR GOVERNMENTAL REGULATION, ORDER, DECREE OR REQUEST.

Laws: The Agreement shall be interpreted under the laws of Ireland. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any part of it. As allowed by the United Nations Convention on Contracts for the International Sale of Goods, the parties specifically disclaim its application. Purchaser consents to the jurisdiction of the courts in Ireland as the exclusive jurisdiction to resolve any dispute between the parties; provided, however, that ProAmpac may institute an action for relief in a different jurisdiction at the site of an alleged wrong. The parties waive any objection to the Irish courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.

Miscellaneous: PROAMPAC MAY TERMINATE THE AGREEMENT AND ANY AND ALL POs IMMEDIATELY ON PURCHASER’S BANKRUPTCY OR OTHER INSOLVENCY, INABILITY TO PAY ITS DEBTS AS THEY FALL DUE, SUSPENSION OF PAYMENTS ON ALL OR ANY CLASS OF ITS DEBTS OR ANNOUNCEMENT OF INTENTION TO DO SO, OR A DECLARATION OF MORATORIUM OF ANY OF ITS INDEBTEDNESS OR THE TAKING OF ANY STEP (INCLUDING THE MAKING OF ANY PROPOSAL, THE CONVENING OF ANY MEETING, THE PASSING OF ANY RESOLUTION, THE PRESENTING OF ANY PETITION OR THE MAKING OF ANY ORDER) WITH A VIEW TO A COMPOSITION, ASSIGNMENT OR ARRANGEMENT WITH ANY CREDITORS OF, OR THE WINDING UP, LIQUIDATION OR DISSOLUTION OF THE PURCHASER; OR ANY LIQUIDATOR, RECEIVER OR EXAMINER IS APPOINTED TO OR IN RESPECT OF THE PURCHASER OR ANY OF ITS ASSETS. The Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns but is non-assignable by Purchaser without ProAmpac’s prior express written consent. Nothing contained in the Agreement shall be construed to make the parties partners or joint venturers. Any waiver(s) of Purchaser’s noncompliance with these terms shall not be binding on ProAmpac with respect to any continuing or subsequent noncompliance. ProAmpac reserves the right to display samples of any Goods it produces, decorated or undecorated. To the extent necessary to preserve ProAmpac’s rights, all terms of the Agreement shall survive acceptance of and payment for Goods sold as well as cancellation, termination or expiration of the Agreement. There shall be no third party beneficiaries of the Agreement unless the parties specifically agree to such beneficiaries in writing. Section headings are inserted for convenience and do not add to or detract from the Agreement. The Agreement may be amended or altered only in a written document executed by both parties. ProAmpac shall not be contractually bound to any provision except as agreed in a writing executed by an authorized officer of ProAmpac.       If the whole or any part of a provision of the Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of this Agreement and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. In the event that ProAmpac has possession of a mold or other equipment owned by Purchaser, ProAmpac’s maintenance and repair obligations shall be limited to those to which it has expressly agreed in writing. ProAmpac shall be entitled to recover its reasonable attorney’s fees and expenses in the event it is the prevailing party in any litigation to enforce the Agreement.