Terms and Conditions of Sale

Definitions and interpretation

Throughout these Petainer Terms and Conditorss of Sale ("Conditions") the terma below shall have the following meanings ascribed to them

"Applicable Laws" means any applicable law, statute, bye-law or regulation in force from time to time in the relevant jurisdiction.

"Bespoke Goods" means any bespoke products supplied by the Supplier to the Customer in accordance with a design developed by the Supplier and agreed with the Customer

"Business Day" means a day (other than a Saturday, Sunday or a public holiday in United States) when the clearing banks in Florida are open for business.

"Charges" means the amounts payable for the provision of the Goods, as set out in the Order

"Contract" means the contract between the Supplier and the Customer comprising of these Conditions and each Order for the supply of Goods in accordance with these Conditions

"Customer" means the person or firm named in the Order and who purchases the Goods from the Supplier.

"Customer Background IPR" means IPR owned by or licensed to the Customer prior to the date of the Contract.

"Customer Materials" means all documents, information, items and materials in any form whether owned by the Customer or a third party, which are provided by the Customer to the Supplier plier in relation to the provision of Bespoke Goods.

"Delivery Date" means the date specified in the Order for the collection of the Goods by, or delivery of Goods to, the Customer in accordance with clause 5

"Delivery Location" means the address for delivery of Goods as set out in the Order.

"Force Majeure Event" means any event outside the reasonable control of the relevant party affecting its ability to perform any of its obligations under these Conditions including natural disaster, earthquake, epidemic, fire, flood, lightning, war, revolution, acts of terrorism. riot or civil commotion, imposition of sanctions, embargo, or breaking off of diplomatic relations, any labour or trade dispute, strikes, industrial action or lockouts, and any non-performance by suppliers or subcontractors

"Goods" means preforms and/or bottles and/or kegs and/or any Bespoke Goods to be provided to the Customer by the Supplier under these Conditions, as further described in the Order

"Group" means the Supplier and any holding company and any parent company and any subsidiary and any subsidiary undertaking of the Supplier

"IPR" means all patents, rights to inventions, utility models, copyright and related rights trademarks, service marks, trade, business and domain names, rigtits in trade dress or get up rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Order" means the order placed by the Customer for the supply of the Goods as set out in the Supplier's order form and confirmed in writing by the Supplier, or the Customer's written acceptance of the Supplier's quotation

"Specification" means the specification (if any) of the Goods contained or referred to in the Order or as otherwise agreed between the Supplier and the Customer.

"Supplier" means Petainer Manufacturing USA Inc. (company number: 0802337583) whose registered office is 315 Joe Frank Porter Rd Mt. Pleasant, TN 38474, USA

"Supplier Background IPR" means IPR owned by or licensed to the Supplier prior to the date of the Contract

1.2

Any member of the Supplier's Group may supply the Goods to the requesting Customer in accordance with these Conditions.

1.3

The words "including" or similar shall not limit the generality of any preceding words

Orders

2.1

All Orders will be subject to these Conditions and will only be binding once confirmed in writing by the Supplier.

2.2

Each Order must satisfy the minimum run requirements of the Supplier

2.3

Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force

2.4

Subject to clause 1.2, these Conditions apply to all Orders placed by the Customer and shall govern the Contract to the exclusion of any other terms and conditions which the Customer may seek to impose or incorporate either directly or by reference, or which are implied by any trade, custom, practice or course of dealing, which are hereby rejected by the Supplier and the Customer hereby waives any rights which might otherwise have to rely on such terms and conditions

2.5

No Order which has been accepted by the Supplier may be cancelled by the Customer except as expressly permitted within the relevant Order or with the prior agreement in writing of the Supplier. Where cancellation is permitted the Customer shall indemnify the Supplier in full against all loss (including finss of profit) costs (including the costs of all labour and raw materials) damages, charges and expenses incurred by the Supplier as a result of cancellation unless otherwise agreed.

Forecasts

The customer will endeavour to provide where possible an accurate forecast for any future requirements required from the suppiler. The forecast will assist the supplier in ordering required raw materials and any additional resources to meet the forecast requirements. Should the customer change the forecast within thirty (30) days of the expected delivery date then the supplier reserves the right at its own discretion to invoice the customer for any costs, expenses or losses in accordance with these conditions.

Supply of Goods

4.1

The Goods are described in the relevant Order. All designs, sketches, negatives photographs, moulds, tooling, blocks and engravings commissioned or made available by the Supplier in connection with the supply of any Goods shall remain the property of the Supplier.

4.2

The Customer acknowledges and agrees that the Bespoke Goods are supplied in accordance with designs approved by the Customer

4.3

Where any Bespoke Goods are to be supplied in accordance with a design using Customer Materials and/or Customer Background IPR, the Customer shall indemnify the Supplier against all liabilities, costa, 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 the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Customer Materials and/or Customer Background IPR. This clause 4.3 shall survive termination of the Contract.

4.4

The Supplier reserves the right to amend the Specification if required by any Applicabile Laws

Delivery

5.1

Unless specified otherwise in an Order, the Supplier shall make the Goods available for collection by the Customer Ex-Works at the Delivery Location, and the Customer shall collect such Goods in accordance with the Order.

5.2

Delivery of the Goods to the Customer shall be completed on the commencement of uploading of the Goods by the Customer at the Delivery Location. Unless otherwise agreed, the Customer shall upload the Goods at the Customer's risk

5.3

If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready, and (b) the Supplier shall store the Goods for seven days or longer at the Supplier's sole discretion until delivery takes place, and charge the Customer for all related costs and expenses (including insurance)

5.4

If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and after deducting reasonable storage and selling costs, account to the Customer for any excess over the Charges in respect of the Goods or charge the Customer for any shortfall below the Charges in respect of the Goods

5.5

If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject the Order, and the Supplier will make a pro rata adjustment to the invoice for the Goods

5.6

The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment

5.7

Where an Order stipulates that the Supplier is responsible for delivery, any Delivery Dates are good faith production estimates, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or increased costs in delivery of the Goods that are caused by the Customer's failure to provide the Supplier with adequate delivery instructions, the Customer's change of delivery instructions or any other instructions that are relevant to the supply of the Goods Any claim for non-delivery of any Goods must be notified in writing by the Customer to the Supplier within seven days of the date of the Supplier's invoice Any changes to the delivery process made at the Customer's request will where acceptable to the Supplier, be at the Customer's cost

Quality

6.1

The Supplier warrants that on delivery the Goods shall (a) conform in all material respects with the Specification; and (b) be fit for the purpose specified in the Order

6.2

The Order will detail the specific colour requirements per the agreed specification. The Supplier will use reasonable endeavours to ensure that the colour of the Goods does not vary by more than the established industry tolerance level. Colours must be agreed through a sampling process, and once a sample has been approved by the Customer it shall not be entitled to reject production runs based on such agreed sample. This clause excludes all petainer Keg products

Defects

7.1

Subject to dause 7.2. any claim relating to a defect or failure in the Goods or the Goods' failure to correspond with the Specification or the warranties in clause 6.1 ("Claims") must be notified to the Supplier within seven (7) days from the Delivery Date or where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. Claima made outside of these periods will be void.

7.2

The Supplier shall not be liable for any Claim if the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.1; a Claim arises due to the use of any Customer Materials in any Bespoke Goods; the Claim relates to a slight variation of colour or small variaticon in delivery quantities; the Claim arises because the Customer has misused the Goods or has failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; the Customer alters or repairs such Goods without the written consent of the Supplier; a Claim arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions, or the Goods differ from the Specification as a result of changes made to ensure they comply with any Applicable Laws; the Claim relates to the use of non-approved sanitisation products. Except as provided in this clause 1.1, the Supplier shall have no liability to the Customer in respect of the Goods failure to comply with the warranties set out in clause 8.1

Title and Risk

8.1

Risk in the Goods shall pass to the Customer on completion of delivery,

8.2

Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (is cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sumа.

8.3

Until title to the Goods has passed to the Customer, the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property, not remove, deface or obscure any identifying mark or packaging on or relating to the Goods maintain the Goods in satisfactory condition and keep them insured against risks for their full price on the Supplier's behalf from the date of delivery, and give the Supplier such information relating to the Goods as the Supplier may require from time to time.

8.4

Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, the Customer resells the Goods before that time it does so as principal and not as the Supplier's agent and title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs

8.5

If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1, then, without limiting any other right or remedy the Supplier may have (a) the Customer's right to to resell Goods or use them in the ordinary course of ite business ceases immediately, and (b) the Suppler may at any time require the Customer to deliver up all Goods in its possession which have not been resold, or arrevocably incorporated into another product and (ii) If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them

Customer Obligations

9.1

The Customer shall provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Bespoke Goods and ensure that such information is complete and accurate in all material respecte

9.2

If a licence or consent of any government or other authority is required in connection with the Customer's purchase or use of the Goods, the Customer shall obtain the licence or consent at its own expense and produce evidence of it to the Supplier on demand. Failure to obtain any licence or consent does not entitle the Customer to withhold or delay payment of the Charges. Any additional expenses or charges incurred by the Supplier resulting from such failure shall be paid by the Customer

9.3

The Customer shall comply with any export control requirements applicable to the Goods, and undertakes not to sell, export, re-export, supply or otherwise facilitate the provision of Goods in breach of export control laws or regulations. The Customer shall obtain, at its own cost all licenses and export and import documents required for the sale or re-sale of Goods.

9.4

The Customer shall ensure it has all necessary licences and consents requined by law in relation to the Goods

Charges and Payment

10.1

The Charges shall be set out in the Order.

10.2

The Supplier may, by giving notice to the Customer at any time up to seven (7) Business Days before delivery, increase the Charges of the Goods to reflect any Increase in the cost of the Good that is due to any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs) any request by the Customer to change the method of delivery, Delivery Location, Delivery Date(s), quantities or types of Goods ordered, or the Specification; or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions

10.3

The Chargee exclude amounts in respect of value added tax (VAT) or any other analogous tax in the relevant jurisdiction, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and exclude the costs and charges of pallets, packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

10.4

The Supplier may require payment upfront, otherwise the Supplier will invoice the Customer for the Goods on or at any time after despatch of the Goods. The Customer shall pay the involge in full and in cleared funds as per the terme listed on the front of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. Where payment is required up front the Goods will not be released until payment is cleared. The supplier may review at its own discretion that have previously been offered and adjust at any time by way of writing to the customer.

10.5

All Charges payable to the Supplier under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any Charges due under these Conditions, the Supplier may appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any any purported appropriation by the by the Customer) and the Customer shall pay 2% above the publicly quoted federal reserve rate on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar manth) until payment is made

Intellectual Property Rights

11.1

All Supplier Background IPR shall remain vested in the Supplier or its licensors and there shall be no assignment of any Supplier Background IPR to the Customer. All Customer Background IPR shall remain vested in the Customer or its licensors and there shall be no assignment of any Customer Background IPR to the Supplier. The Customer grants the Supplier a non-exclusive, myalty-free licence to use the Customer Background IPR as id IPR as required for the Supplier's performance of its obligations under these Conditions

11.2

Save as to any Customer Background IPR used for the design and production of any Bespoke Goods, all IFR in any Bespoke Goods which are created by or an behalf of the Supplier for the Customer shall vest in the Supplier on creation and remain vested in the Supplier. The Supplier grants to the Customer a non-exclusive licence to use all IPR in, the Bespoke Goods for the purpose of receiving and using the Bespoke Goods its business The Customer shall not sub license, assign or otherwise transfer the rights granted in this clause 11.2.

11.3

All logos, trade names or trade marks (the "Marks") owned or used by the Supplier in the course of its business are the property of the Supplier or its licensors. The Supplier reserves all IPR in relation to the use of such Marks. The Customer may not use or permit the use of such Marks or any similar marks without the prior written permission of the Supplier

11.4

The Supplier shall not be liable in breach of any infringement of third party IPR to the extent the infringement arises from: (a) the use of any Customer Background IPR in the development of, or the indusion of any Customer Materials in any Bespoke Goods; or (b) any modification by the Customer of the Goods.

11.5

The Customer shall indemnify and keep the Supplier indemnified against all costa expenses, damages and dernands incurred by the Supplier in respect of any alleged infringement of any Customer Background IPR used by the Supplier at the request of the Customer

Liability

12.1

Nothing in these Conditions shall exclude or limit either party's liability for any events which cannot be excluded or limited by law.

12.2

Subject to clauses 7.2 and 12.1, the Supplier's total liability to the Customer in respect of all events arising in each Order, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising out of or in connection with these Conditions shall be limited an amount equivalent to 100% of the Charges paid in respect of the relevant order in which the event giving rise to the liability occurred.

12.3

Subject to clause 12.1, the Supplier will not be liable for the following loss or damage, whether arising in tort (including negligence), contract or breach of statutory duty, and even if foreseeable by the Customer loss of profits or anticipated savings: less of sales, revenue or business loss of goods contained inside the container less of or damage to goodwill and any indirect, consequenthal or special loss.

Force majeure

Neither party shall be deemed to be in breach of these Conditions, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under these Conditions to the extent that such delay or non-performance is due to any circumstances beyond that party's reasonable controll

Termination

14.1

Without prejudice to any other nights or remedies, the Suppler may, by written notice to the other, terminate all or any Contract with immediate effect if the Customer commits a material breach of these Conditions which is incapable of remedy, or suffers any of the following events: the passing of a resolution for winding up or a court of competent jurisdiction making an order for winding up or dissolution (the appointment of an administrator, receiver, administrative receiver, an encumbrancer taking possession of any assets being unable to pay debts: ceasing to carry on business for more than thirty (30) days: or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business or the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy

14.2

Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under a Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 14.1(a) to clause 14.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them. The Customer may also withhold future deliveries and re-take possession of Goods where title has not passed to the Customer

14.3

The Supplier may, without prejudice to its other rights or remedies, terminate these Conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under a Contract on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment.

14.4

On termination of a Contract for any reason the Customer shall immediately pay to the Supplier als of the Supplier's outstanding unpaid invoices and interest Termination of a Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination

General

15.1

Assignment The Customer shall not without the prior written consent of the Supplier, assign, charge transfer, sub-contract otherwise deal with any of its rights or obligations under the Contract. The Supplier may at any time assign, charge, transfer, sub-contract or deal in any other way with all or any of its rights and obligations under the Contract

15.2

Confidentiality Any information disclosed by the Supplier to the Customer shall be confidential and the Customer shall not disclose it to any person without the authority of the Supplier

15.3

Entire agreement These Conditions set out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written). in respect of the subject matter of these Conditions. Each party acknowledges that upon entering into these Conditions, it does not rely, and has not reled, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to these Conditions or not) except those expressly set out in these Conditions

15.4

Variation No purported variation of these Conditions shall be valid uniess it is in writing (which excludes email) and signed by or on behalf of each party,

15.5

Publicity The Customer permits the Supplier to advertise or announce (in any medium, including social media) that the Supplier is supplying or has supplied the Goods for the Customer

15.6

No partnership or agency Nothing in these Conditions is intended to or shall operate to create a partnership or jointt venture between the parties, or to authorise either party to act as agent for the other

15.7

Invalidity To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement and it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction

15.8

Cumulative remedies Save as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

15.9

Waiver No fallure or delay by the Supplier to enforce or exercise any right or remedy under these Conditions or by law shall be deemed to be a waiver of that or any other right or remedy, nοι shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver by the Supplier any breach of these Conditions shall not be deemed to be a waiver of any subsequent breach,

15.10

Exclusion of third party rights Unless expressly provided in these Conditions, no term of these Conditions is enforceable by any person who is not a perty to it except that where a member of the Supplier's Group is supplying Goods then that member of the Supplier's Group may enforce its rights under these Conditions

15.11

Notices Any notice given by one party to another under these Conditions shall be in writing, delivered by hand or by prepaid first class or special delivery post to the address of the party as notified from time to time and in all cases marked for the attention of the relevant party, with a copy to that party's company secretary. Either party may, by a notice given in accordance with this clause, change its address for the purposes of this clause. Notices delivered by hand shall be given on the day of receipt (unless received after 5.00 pm in which case they shall be given on the next Business Day). Notices sent by prepaid first class post or special delivery shall be deemed to have been given two Business Days after the date of posting.

Governing law and jurisdiction

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of the Tennessee and the parties srevocably submit to the exclusive jurisdiction of the courts of the Tennessee