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Terms and Conditions UK

PRODUCTS SALES ORDER TERMS AND CONDITIONS

MASTER TERMS & CONDITIONS

ICONEX Products Sales Order Agreement

(Rev. 2024-03)

PRODUCTS SALES ORDER TERMS AND CONDITIONS These Custom Products Sales Order Terms and Conditions (“T&C”) shall apply to the sale and supply by par RECEIPTCO MANUFACTURING (UK), Ltd (“ICONEX”) to the customer (“you”) of all materials, objects, components and services (“Products”) to the exclusion of any other terms and conditions that you seek to impose or incorporate through your order placed with ICONEX (“Order”), or which are implied by trade, custom, practice or course of dealing.

COMMERCIAL ORDER

The Order constitutes an offer by you to purchase the Products in accordance with these T&C. You are responsible for ensuring that the terms and conditions of the Order and any applicable specification submitted by you are complete and accurate. ICONEX reserves the right to modify or decline any Order.

An Order placed by you shall remain open for acceptance by ICONEX for a period of ten (10) days from the date of receipt of the Order by ICONEX. An Order shall only be deemed to be accepted either: (i) when ICONEX issues a written acceptance of the Order; or (ii) if ICONEX has not declined or modified the Order within ten (10) days of receipt of the Order by ICONEX, at which point a contract between you and ICONEX incorporating these T&C, (the “Agreement”) shall come into existence.

If you are a customer located in any of the jurisdictions identified in the Schedule, the additional provisions specific to your jurisdiction of operation shall also apply and be deemed incorporated in the Agreement.

By placing an Order, you acknowledge and agree that the Products will be supplied and sold on the basis of these T&C to the exclusion of your own or any other contractual terms and conditions (save as provided below, or prohibited by applicable law) and you hereby waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any other documents that is inconsistent with these T&C.

Where there is an existing framework or master agreement, between you and ICONEX, that agreement shall remain in full force and effect. The terms and conditions of this Order shall apply in relation to the Products to which it relates, save only to the extent not already covered by such framework or master agreement during the term of such agreement. In the event of any disparity between the terms of the master or framework agreement and the terms and conditions of this Order, the terms and conditions of the master or framework agreement shall prevail.

In the event that you or ICONEX wish to process an Order via electronic data interchange or other electronic means, you shall, upon request by ICONEX, enter into a separate ICONEX agreement covering such transactions.

For the purposes of this Order, “Business Day” means a day which is not a Saturday, a Sunday or a bank or public holiday in the UK, France or the country to which the Products are to be shipped.

PRICING

At any time before the conclusion of an Agreement, all of ICONEX's offered, quoted, published or notified prices are non-binding and are subject to alteration at any time upon no less than thirty (30) calendar days’ notice by ICONEX and in particular may be altered to reflect any increase in cost to ICONEX caused by any reason outside ICONEX’s control (including, without limitation, the imposition or levying or increase by any governmental or other authority of any country of any import or other duty, charge, tax or tariff, any increase in cost to ICONEX as a result of any fluctuation of exchange rate, or increased charge by any supplier and any delay caused by any request by you to change delivery date(s), quantities or types of Products ordered, or by any instructions given by you to ICONEX or by your failure to give ICONEX adequate or accurate information of instructions).

Subject to these T&C, prices shall be fixed for the first manufacturing run of each respective Product ordered and are subject to change for additional Product quantity, any subsequent manufacturing runs, for Products shipped subsequent to the termination of any Agreement, or as otherwise provided in these T&C (including to reflect changes in raw material prices).

Unless otherwise expressly stated, prices do not include, and you agree to pay ICONEX for, all shipping and handling charges, all applicable finance and storage charges and/or costs, and all sales, use, value added or similar taxes (unless, with respect to taxes, ICONEX is provided to its satisfaction (in its sole and absolute discretion) with proper exemption documentation in advance), which you shall be obliged to pay at the prevailing rate, subject to receipt of a valid VAT invoice.

PAYMENT TERMS

You agree to pay for all finished Products (including any stored Products), any work in process, and all un-utilized raw materials procured for any of the same not later than thirty (30) days following the invoice date. All payments shall be made in the currency stated on the invoice. You shall pay the invoice in full and in cleared funds. ICONEX reserves the right to require, and you agree to pay upon request by ICONEX, full or partial payment in respect of any products or services in advance of delivery of the Products. Payment shall be made to the bank account nominated in writing by ICONEX. Time for payment is of the essence.

In the case of overdue payment, ICONEX shall be entitled in its absolute discretion to suspend by notice to you by any means whatsoever the execution of any or all pending contractual obligations or cancel any pending Agreement with immediate effect.

If you fail to make any payment due to ICONEX under any Agreement by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above J.P. Morgan Chase Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

You shall pay all amounts due under any Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). ICONEX may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by you against any amount payable by ICONEX to you.

Any claim for a credit or additional product due to short shipments or insufficient quantity must be made within three (3) Business Days of delivery of the short or insufficient shipment or is deemed waived by you.

PRODUCTS

Products include but shall not be limited to: (i) products bearing your requested artwork, logo, or name; (ii) products made pursuant to your specifications; (iii) products packed in unique quantities, dimensions, or packaging; (iv) products procured specially on your behalf from third parties; and/or (v) products differing in any other respect from ICONEX's stock products. Notwithstanding anything to the contrary, for purposes of the T&C all Products shall be considered Products.

Once accepted by ICONEX, all Orders for Products are “firm orders” and are non-cancellable, and the respective Products are non-returnable except for warranty claims.

ICONEX may procure, manufacture, and/or ship any Product in a quantity of up to and including 10% over or under the total quantity of such product covered by an Order. For the avoidance of doubt, and notwithstanding anything to the contrary in any Agreement, your obligations under any Agreement extend to all Products sold, supplied, procured, manufactured, and/or shipped by ICONEX within the above noted tolerance range.

ICONEX reserves the right to amend the specification of any Products at any time if required by any applicable statutory or regulatory requirements.

BILLING

Billing (including invoicing) will occur according to the option elected in the Agreement. If no option is elected, the default billing option will be Ship and Bill. However, if you request that ICONEX assist you with the storage of all or any part of an Order for any period prior to shipping, Store and Bill terms will apply to the extent accepted and agreed in writing by ICONEX.

Ship and Bill Option:

Under the Ship and Bill option, ICONEX will invoice you at the time when the Products are shipped. All Products will be shipped without storage./p>

Store and Bill:

(a) Call Off Option. Under the Store and Bill option, ICONEX will store up to the agreed storage quantity of Products from an Order for up to the storage term agreed and confirmed in writing by ICONEX to you, ship from such storage upon your request, and invoice you at the time when the Products are shipped.

If any Products remain in storage at the end of the agreed storage term (including for auto-replenish operation), you agree, at your expense, to have all such Products: (i) shipped to you or your designee, (ii) destroyed or otherwise disposed of, or (iii) further stored, for up to three additional months. Irrespective of the option selected, you also agree to immediately pay the price of all such Products plus associated finance and storage charges and/or costs.

Further, In the event you elect option (iii), further storage, you also agree: (a) to be immediately invoiced for and pay finance and storage charges and any costs associated with such further storage, (b) to bear all costs of obsolescence of the Products, (c) to waive any warranty or other claims with respect to the Products, and (d) to agree to elect either option (i) or (ii) above with respect to any Products remaining in storage at the end of the further storage period.

If within twenty (20) days following the end of the storage period for the items or further storage period (as applicable), you fail to choose one of the available options listed above, ICONEX will have the right in its sole and absolute discretion to have all remaining Products destroyed or otherwise disposed of, and you agree to immediately pay the price of all such Products, the cost of their destruction and/or disposal, and all associated finance and storage charges and/or costs.

Under the Store and Bill Option, ICONEX will assume the duties of a warehouseman, and will be responsible for losses of the Products caused only and solely by its negligence as a warehouseman (excluding. e.g., damage due to casualty losses), not to exceed the price of the applicable Products, and subject to the damage limitations contained in the T&C.

(b) Work in Stock Option. The Work in Stock Option is a variation of the Call Off Option. If you request in an Order and ICONEX agrees in writing, ICONEX will hold up to an agreed forecasted quantity minimum and maximum quantity of Product based on your expected monthly usage.

You shall give ICONEX: (a) not less than ten (10) Business Days before the beginning of each month, a forecast of the Products you expect to purchase during the three months following that month; and (b) not less than one month before the end of each year, a forecast of the Products you expect to purchase during the following year. Forecasts shall be given in writing or, if given orally, shall be confirmed in writing to ICONEX within two (2) Business Days. You shall act in good faith when forecasting your requirements for Products.

Forecasts provided shall not constitute Orders until accepted in writing by ICONEX. If ICONEX anticipates that it will be unable to meet your forecasted requirements provided in accordance with this paragraph ICONEX shall inform you as soon as reasonably practicable.

Under the Work in Stock Option, ICONEX will assume the duties of a warehouseman, and will be responsible for losses of the Products caused only and solely by its negligence as a warehouseman (excluding. e.g., damage due to casualty losses), not to exceed the price of the applicable Products, and subject to the damage limitations contained in the T&C.

If any Products remain in storage on termination of the agreement between us which you have forecasted in an Order and ICONEX is holding in accordance with this sub-paragraph (b), you agree, at your expense, to have all such Products: (i) shipped to you or your designee, or (ii) destroyed or otherwise disposed of. Irrespective of the option selected, you also agree to immediately pay the price of all such Products plus associated finance and storage charges and/or costs.

If within fifteen (15) Business Days following termination of the agreement between us, you fail to choose one of the available options listed above, ICONEX will have the right in its sole and absolute discretion to have all remaining Products destroyed or otherwise disposed of, and you agree to immediately pay the price of all such Products, the cost of their destruction and/or disposal, and all associated finance and storage charges and/or costs.

DELIVERY

Unless another particular condition is expressly agreed to by ICONEX, all Products are delivered Ex Works, facility designated by ICONEX (Incoterms 2020) before loading the Product. In case of any conflict between Incoterms and any Agreement, the Agreement shall prevail. Delivery time of Products may be subject to ICONEX’s production schedules. The average delivery times are approximately thirty (30) Business Days from the date of the Order. These delivery times are indicative only and the time of delivery is not of the essence. No delay in delivery shall give you grounds for cancellation of the Order, termination of any Agreement or rejection of any Products. Also, in a case of such delay, you remain liable for payment of Products and are not entitled to cancel pending orders.

Unless otherwise provided, ICONEX reserves the right to deliver Products by instalments, and invoice them separately.

If ICONEX fails to deliver the Products, its liability shall be limited to the reasonable costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. ICONEX shall have no liability for any failure to deliver or delay in delivering the Products to the extent that such failure or delay is caused by a Force Majeure Event (as defined below) or your failure to provide ICONEX with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

TITLE AND RISK OF LOSS

Title to Products shall only pass to you once ICONEX receives payment in full (in cash or cleared funds) for them.

Risk in Products shall pass to you when the Products are delivered to a shipping agent for delivery to you or your designee, and shall in no event pass later than the time of your or your designee's receipt of the Products.

ICONEX may at any time after delivery elect to transfer title in the Products to you, in which case you shall immediately pay the price of such Products to ICONEX.

Until title to the Products has passed to you, you shall: (i) store the Products separately from all other goods held by you so that they remain readily identifiable as ICONEX's property; (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; (iii) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (iv) notify ICONEX immediately if a Termination Event (as defined below) has occurred; and (v) give ICONEX such information relating to the Products as ICONEX may require from time to time.

If before title to the Products passes to you, a Termination Event (as defined below) has occurred, then, without limiting any other right or remedy ICONEX may have, ICONEX may at any time: (i) require you to deliver up all Products in your possession that have not been resold, or irrevocably incorporated into another product; and (ii) if you fail to do so promptly, enter any of your premises or any premises of any third party where the Products are stored in order to recover them.

WARRANTIES AND WARRANTY REMEDIES

ICONEX warrants that the Products it manufactures and provides to you pursuant to any Agreement will for a period of thirty (30) days following the date of delivery: (i) conform in all material respects with their description and any applicable specification; (ii) be of satisfactory quality; (iii) be free from material defects in design, material and workmanship and (iv) will be fit for any purpose held out by ICONEX. Any Products not manufactured by ICONEX shall be subject solely to the warranty provided by, and be solely supported through, those Products’ manufacturer(s).

ICONEX shall not be liable for the Products’ failure to comply with the warranty set out above in any of the following events: (i) you make any further use of such Products after giving notice to ICONEX of any defect relating to such Products; (ii) the defect arises because you failed to follow ICONEX's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same; (iii) the defect arises as a result of ICONEX following any drawing, design or specification supplied by you; (iv) you alter or repair such Products without the written consent of ICONEX (v) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or (vi) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

If you give notice in writing to ICONEX during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out above, and ICONEX is given a reasonable opportunity of examining such Products, and you (if requested to do so by ICONEX) return such Products to ICONEX’s place of business at your cost, ICONEX shall, at ICONEX's sole discretion, repair, replace, or refund/credit of the purchase price sale for warranted Products. Where any such Products are repaired or replaced by ICONEX, the repaired or replacement Products shall be warranted according to the terms of the T&C effective from the date of their delivery.

If a Product is purchased for resale, the associated warranty may be passed through to the end user, subject to the limitations and requirements herein. Any terms implied by statute in relation to the standard, quality or fitness for purposes or performance of the Products or any services provided by ICONEX are, to the fullest extent permitted by law, excluded from the Agreement. Except as provided above, ICONEX shall have no liability to you in respect of the Products' failure to comply with the warranty set out above.

LIMITATION OF liability

Nothing in these T&C shall limit or exclude ICONEX’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of applicable statutory duty to the extent that it would be unlawful for the Supplier to exclude or restrict liability.

Subject to the preceding paragraph: (i) ICONEX shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Agreement; and (ii) ICONEX’s total liability to you in respect of all other losses arising under or in connection with any Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products paid for by you.

SPECIFIC REMEDIES AND BANKRUPTCY

Your failure to timely pay for Products, or their wrongful rejection, permits ICONEX, in addition to other available remedies at law or equity, to terminate an Agreement or any activities under it, and to reclaim and recover Products for which payment in full has not been made. On the occurrence of either party’s bankruptcy or insolvency, remaining work by, and obligations of, ICONEX (including manufacturing, storage, and/or delivery of Products) under any Agreement shall automatically cease, unless both parties elect expressly in writing to have the same continue. Notwithstanding anything to the contrary (including any termination of an Agreement), your obligations regarding any finished Products, all work-in-process, and all un-utilized raw materials procured for any of the same, shall continue.

GENERAL

Proofs, Test Runs, Logo.ICONEX may require you to approve a printing proof based on original copy supplied by you. If so, ICONEX will, at its expense, create one (1) proof and provide it to you. ICONEX may also require you to approve a test run. Approved proofs or test runs shall supersede performance or other specifications to the extent of any conflict. Unless otherwise agreed in writing by ICONEX, you agree to pay for all reasonable costs incurred by ICONEX in performing a test run or altering any proof. ICONEX may place its logo or other identifying mark on Products or the packaging thereof unless otherwise specified in an Agreement.

Termination by ICONEX

ICONEX may immediately terminate an Agreement or any transaction under it for you: (i) become insolvent or bankrupt; (ii) make an assignment for the benefit of creditors; (iii) cease to do business; or (iv) materially breach any Agreement, including if you repudiate or wrongfully reject any Products; or if at any time ICONEX considers, in its absolute discretion, that there is a risk of any of the matters identified in (i) to (iv) occurring (each a “Termination Event”). In the case of any Termination Event, ICONEX may recover its damages and all reasonable costs and expenses (including legal costs and expenses).

Infringement

ICONEX assumes no liability to you or any third party for the infringement (whether actual or alleged) of any intellectual property (including, without limitation, patents, trademarks and copyrights). To the extent that the Products are to be manufactured in accordance with a specification supplied by you, you shall indemnify ICONEX against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by ICONEX in connection with any claim made against ICONEX for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ICONEX's use of such specification, or any artwork, logo or packaging provided by you. This paragraph shall survive termination of any Agreement.

Disputes and Governing Law

Any Agreement, 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. 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 an Agreement or its subject matter or formation.

Force majeure

A party shall be excused from any failure to comply with any Agreement, other than tender of payment, arising from any cause beyond its reasonable control (a “Force Majeure Event”), including, for the duration thereof, such matters as: lack of or inability to obtain raw materials, strike, fires, floods, severe weather, or other acts of God; carrier delay, labor disputes; riots: war: terrorism; embargo, acts or allocations of governmental authorities (regardless of validity); or where compliance with an Agreement would not be economically feasible; or in cases, where ICONEX itself is not the manufacturer of any product, or provider of any service sold to you, failure by a regular supplier for any reason to supply such product as well as modification of such product by the manufacturer which was not foreseen by ICONEX at the time of the offer, quotation or Order.

Confidentiality

These T&C and any Agreement, including pricing for Products, and any technical, commercial, economic and other information and data concerning ICONEX's business, including without limitation, its formulas, product specifications, services, plans, programs, processes, products, codes, operations and customers, which may come within your knowledge, or the knowledge of your affiliates, officers or employees in the performance of or in connection with any Agreement, are confidential and, except as required by law or to enforce the terms of an Agreement, shall not be disclosed by either party to any third party absent the express written permission of the other party during the term of any Agreement and for three years following the termination of any Agreement. Any such information provided by ICONEX to you in writing or other tangible mode shall be returned to ICONEX either upon ICONEX's first request or upon termination of the Agreement.

Personal data protection

You and ICONEX shall comply with all laws and regulations that are applicable to that party in relation to the processing of personal data under an Agreement. In this paragraph, “personal data”, “controller” and “processing” shall have the meaning set out in the General Data Protection Regulation (EU) 2016/679.

You shall obtain all necessary rights, permissions and consents prior to disclosing any personal data to ICONEX.

To the extent that ICONEX processes any personal data on your behalf in the performance of an Agreement, ICONEX shall only process the personal data as required to fulfil its legal obligations under applicable laws and regulations and in accordance with a form of Data Processing Agreement to be agreed between the parties. In the absence of an agreed form of Data Processing Agreement, where and to the extent that ICONEX is required to process any personal data in the performance of an Agreement (ICONEX acting as a processor, for you, as a controller of the relevant personal data), it shall do so in accordance with ICONEX’s standard Data Processing terms (as these may be amended, updated or replaced from time to time), a copy of which is available on our website or on request.

You agree that, subject to ICONEX’s compliance with this section, ICONEX may use any customer or transaction related data for the purposes of providing, assessing and/or improving Products, services or other offerings.

Entire Agreement and Amendment

This Agreement is the entire agreement between ICONEX and you with respect to the subject matter hereof and supersedes all prior or contemporaneous communications. Including oral and written proposals, rules over your purchase orders, acknowledgements, and others. This Agreement cannot be amended unless in writing signed by you and an authorized ICONEX representative. No waiver of either party's rights under this Agreement will be effective unless in writing signed by an authorized representative of the waiving party.

Successors and Assignment

Any Agreements will be binding upon and inure to the benefit of the respective successors and permitted assigns of each party. You may not assign in whole or in part any Agreement without ICONEX's prior written consent.

Waiver

Either party's waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not be in any manner a limit or waiver of such party's right thereafter to enforce or compel strict compliance with any Agreement. Waiver of any default at any given time shall not act to waive the same or any other default.

Third Party Rights

A person who is not a party to an Agreement shall not have any rights under or in connection with it.

Severability

If any section, paragraph, sentence or clause of any Agreement shall be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of this Agreement as a whole or of any section, subsection, sentence or paragraph hereof not so adjudged, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.

Language

In the event of any inconsistency or discrepancy between the English version and any other language versions of these T&C, the English language version shall prevail.

Schedule 1

Additional Terms and Conditions

(for Certain Jurisdictions)

For the purposes of this Order, if the Products sold are manufactured, stored, delivered or for sale or any services are provided by ICONEX in any of the following jurisdictions, the following additional provisions shall apply to the relevant jurisdictions.

WARRANTIES AND WARRANTY REMEDIES

ICONEX’s warranty as stated above that the Products it manufactures and provides to you pursuant to any Agreement will for a period of thirty (30) days following the date of delivery will be of satisfactory quality means satisfactory quality within the meaning of the Sale of Goods Act 1979.

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 the Agreement.

LIMITATION OF LIABILITY

Nothing in these T&C shall limit or exclude ICONEX's liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (iv) defective products under the Consumer Protection Act 1987; or (v) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

Third Party Rights

A person who is not a party to an Agreement shall not have any rights under or in connection with it under the Contracts (Rights of Parties) Act 1999, but this does not affect any right or remedy of a party that exists or is available apart from that Act.

FRANCE

PAYMENT TERMS

Payment shall be made to the bank account nominated in writing by ICONEX, or may be made by cheque or bankers draft.

If you fail to make any payment due to ICONEX under any Agreement by the due date for payment, then you shall pay interest on the overdue amount at the rate of the higher of (a) 4% per annum above HSBC Bank plc's base rate from time to time: and (b) the rate equal to the lesser of the European Central Bank’s most recent refinancing rate plus 10 (ten) basis point, or 3 (three) times the legal interest rate as published from time to time in compliance with Section 441-10 of the French Commercial Code.

GERMANY

LIMITATION OF LIABILITY

Nothing in this T&C shall limit or exclude ICONEX’s statutory liability in accordance with the product liability law and liability within the scope of a guarantee.

PAYMENT TERMS

Payment shall be made to the bank account nominated in writing by ICONEX, or may be made by cheque or bankers draft.