STANDARD CONDITIONS FOR SUPPLY OF GOODS BY GOLDEN MANUFACTURERS PTE LIMITED: 1. INTERPRETATION 1.1. The definitions and rules of interpretation in this condition apply in these conditions. Buyer: the person, firm or company who purchases the Goods from GML. GML: Golden Manufacturers Pte Limited. Contract: any contract between GML and the Buyer for the sale and purchase of the Goods, Incorporating these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any cartons, labels, printed material or other goods agreed to be supplied to the Buyer by GML (including any part or parts of them). 1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural and in the plural include the singular. 1.4 A reference to one gender includes a reference to the other gender. 1.5 Condition headings do not affect the interpretation of these conditions. 2. APPLICATION OF TERMS 2.1. Subject to any variation under the condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). 2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 2.3. Subject to any special conditions set out in the invoice of GML, these conditions apply to all GML’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Managing Director of GML. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of GML which is not set out in the contract. Nothing in this condition shall exclude or limit GML’s liability for fraudulent misrepresentation by any properly authorized employee or agent of GML. 2.4. Each order or acceptance of a quotation for Goods by the Buyer from GML shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 2.5. No order placed by the Buyer shall be deemed to be accepted by GML until a written acknowledgement of order is issued by GML or (if earlier) GML delivers the Goods to the Buyer. 2.6. The Buyer shall ensure that the special terms such as quantity, schedule of delivery and place of delivery of its order and any applicable specification are complete and accurate. 2.7. Any quotation is given on the basis that no contract shall come into existence until GML dispatches an acknowledgement of order to the Buyer. Any quotation valid for a period of 30 days only from its date provided that GML has not previously withdrawn it. The price quoted shall be subject to variation by GML in the event of any increase or decrease to GML in the cost of any items (including any change in exchange rates) which GML deems material affecting the cost of supply, production and/or delivery of the Goods between the date of quotation and the time of delivery. An extra charge may be made by GML where additional work results from the lack of precision in the Buyer’s specifications after the date of quotation. 2.8. GML shall be under no obligation to enquire as to the authority of any person placing an order on behalf of the Buyer. No order may be cancelled without GML’s prior approval and then only upon such terms as GML may specify. 3. DESCRIPTION 3.1. The quantity and description of the Goods shall be as set out in GML’s quotation or acknowledgement of order. 3.2. All samples, drawings, description matter, specifications and advertising issued by GML and any description or illustrations contained in GML’s catalogues or brochures 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 and this is not a sale by sample. 3.3. Where the Buyer requires the Goods to be packaged, GML may charge for the cost of packaging in addition to the price of the Goods. GML may use in the delivery and packaging of the Goods, pallets, layer boards , cartons, boxes, returnable creates or other forms of packaging which are: hired and the hire charges will be to the account of the Buyer from the delivery or non returnable; or provided subject to the Buyer paying a deposit. The Buyer must at all times retain possession of any items belonging to GML and must not use them for packaging other goods. 4. DELIVERY 4.1. Unless otherwise agreed in writing by GML, delivery of the Goods shall take place at GML’s place of business. Where delivery is to be made at a place other than GML’s place of business the Buyer shall pay any and all transportation costs incurred as a result. If GML arranges for transportation of the Goods it does so as the Buyer’s agent and the Buyer must pay GML all costs of the service and indemnify GML from any liability incurred by GML in providing this service. 4.2. The Buyer shall take delivery of the Goods within 7 days of GML giving it notice that the Goods are ready for delivery. 4.3. Any dates specified by GML for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.4. The Buyer is responsible for inspecting the Goods at the time of delivery to ensure that the Goods meet the Buyers specifications and accordingly subject to the other provisions of these conditions GML shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by GML’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days. 4.5. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or GML is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorizations: a) Risk in the Goods shall pass to the Buyer (including for loss or damage caused by GML’s negligence); b) The goods shall be deemed to have been delivered; and c) GML may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4.6. The Buyer shall, except where the Delivery Point is on GML’s premises, provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labor for unloading the Goods. 4.7. If GML delivers to the Buyer a quantity of Goods up to 10% more or less than the quantity accepted by GML, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate. 4.8. GML may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract. 4.9. Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment. 5. NON-DELIVERY 5.1. The quantity of any consignment of Goods as recorded by GML upon despatch from GML’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 5.2. GML shall not be liable for any non-delivery of Goods (even if caused by GML’s negligence) unless the Buyer gives written notice to GML of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. 5.3. Any liability of GML for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. 6 RISK/TITLE 6.1 The Goods are at risk of the Buyer from the time of delivery. 6.2 Ownership of the Goods shall not pass to the Buyer until GML has received in full (in cash or cleared funds) all sums due to it in respect of: a) The Goods; and b) All other sums which are or which become due to GML from the Buyer on any account. 6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: a) Hold the Goods on a fiduciary basis as GML’s bailee; b) Store the goods (at no cost to GML) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as GML’s property; c) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and d) Maintain the Goods in satisfactory condition and keep them insured on GML’s behalf for their full price against all risks to the reasonable satisfaction of GML. On request the Buyer shall produce the policy of insurance to GML. 6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: a) Any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and b) Any such sale shall be a sale of GML’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale. 6.5 The Buyer’s right to possession of the Goods shall terminate immediately if: a) The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filled with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a floating charge holder or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or b) The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or falls to observe or perform any of his/its obligations under the Contract or any contract between GML and the Buyer, or is unable to pay its debts or the Buyer ceases to trade; or c) The Buyer encumbers or in any way charges any of the Goods. 6.6 GML shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from GML. 6.7 The Buyer grants GML, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them. 6.8 Where GML is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by GML to the Buyer in the order in which they were invoiced to the Buyer. 6.9 All works produced by or for GML (including without limitation samples, designs, artworks, silk screens, plates, films, cutting dies and moulding dies in whatever form) and any intellectual property in and to such works remain the exclusive property of GML unless otherwise agreed in writing and GML may change the Buyer for the production, maintenance, reworking and storage of such works and where the Buyer supplies any such item or reimburses GML for the cost of such item GML shall not be liable for any loss or damage of such item. The Buyer warrants the use by GML of any designs or instructions supplied by the Buyer will not infringe the patterns, trademarks, designs or Copyright of any other person and the Buyer agrees to indemnify the Seller against any claim relating to or arising from the infringement of any intellectual property of any other person. 6.10 On termination of the Contract, howsoever caused, GML’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect. 6.11 The Buyer authorizes GML to lodge notice of security interest in the Goods under the Personal Property Security Act. 7 PRICE 7.1 Subject to clause 2.7, the price for the Goods shall be the price quoted prior to the date of delivery or deemed delivery. 7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods. 8 PAYMENT 8.1. Subject to condition 8.4, unless otherwise specified, payment of the price for the Goods is due in currency of GML’s quotation by the 20th day of the month following the month in which the Goods are delivered or deemed to be delivered. 8.2. Time for payment shall be of essence. 8.3. No payment shall be deemed to have been received until GML has received cleared funds. 8.4. All payments payable to GML under the Contract shall become due immediately on its termination despite any other provision. 8.5. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by GML to the Buyer. 8.6. If the Buyer fails to pay GML any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to GML on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Australia and New Zealand Banking Group Ltd in Fiji, accruing on a daily basis until payment is made, whether before or after any judgment. 8.7. Where GML has at the request of the Buyer ordered printing plates or other material exclusively for the use of the Buyer or where GML has produced a stock of preprint material or run of labels or flexible printing material, the cost of which was to be charged over a series of orders, and the Buyer has ceased ordering from GML for a period of two months then GML shall be entitled to invoice the Buyer with respect to the cost of all such material. 9 QUALITY 9.1 Where GML is not the manufacturer of the Goods, GML shall endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to GML. 9.2 GML warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall correspond with any description contained in GML’s quotation or invoice in respect to the Goods. 9.3 GML shall not be liable for a breach of any of the warranties in condition 9.2 unless: a) The Buyer gives written notice of the defect to GML, and, if the Delivery Point is not at the premises of GML and the defect is as a result of damage in transit by the carrier, within 7 days of the time when the buyer discovers or ought to have discovered the defect; and b) GML is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by GML) returns such Goods to GML’s place of business at GML’s cost for the examination to take place there. 9.4 GML shall not be liable for a breach of any of the warranties in condition 9.2 if: a) The Buyer makes any further use of such Goods after giving such notice; or b) The defect arises because the Buyer failed to follow GML’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; or c) The Buyer alters or repairs such Goods without the written consent of GML. 9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 GML shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if GML so requests, the Buyer shall, at GML’s expense, return the Goods or part of such Goods which is defective to GML. 9.6 If GML complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods. 9.7 Any Goods replaced shall belong to GML. 10 LIMITATION OF LIABILITY 10.1 Subject to any lesser liability provided in these conditions; the following provisions set out the entire financial liability of GML (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: a) Any breach of these conditions; b) Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and c) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 10.2 All warranties, conditions and other terms implied by statute or common law (save for any conditions which may not be excluded by Fijian Law) are, to the fullest extent permitted by law, excluded from the Contract. 10.3 Nothing in these conditions excludes or limits the liability of GML: a) For any other matter which it would be illegal for GML to exclude or attempt to exclude its liability; or b) For fraud or fraudulent misrepresentation of any property authorised employee or agent of GML. 10.4 Subject to condition 10.2 and 10.3: a) GML’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price or in the case of damage Goods a pro rata portion thereof; and b) GML shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract. 11 ASSIGNMENT 11.1. GML may assign the Contract or any part of it to any person, firm or Company. 11.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of GML. 12 FORCE MAJEURE GML reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of GML including, without limitation, acts of God, governmental actions, war or national emergency, coup, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if in the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to GML to terminate the Contract. 13 GENERAL 13.1 Each right or remedy of GML under the Contract is without prejudice to any other right or remedy of GML whether under the Contract or not. 13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, viodable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidabililty, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 13.3 Failure or delay by GML in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 13.4 Any waiver by GML of any breach of, or any default under any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it. 13.6 The formation, existence, construction, performance, validity, and all aspects of the Contract shall be governed by Fiji law and the parties submit to the exclusive jurisdiction of the Fijian courts. 13.7 In the event that a dispute arises between GML and the Buyer concerning the supply of Goods then the dispute shall be referred to a single arbitrator appointed by the parties pursuant to the Arbitration Act 1965 . 14 COMMUNICATIONS 14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email or fax: a) (in case of communications to GML) to its registered office or such changed address as shall be notified to the Buyer by GML; or b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or ( in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to GML by the Buyer. 14.2 Communications shall be deemed to have been received: a) If sent by post in Fiji, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or b) If delivered by hand, on the day of delivery; or c) If sent by fax or email on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day. 14.3 Communications addressed to GML shall be marked for the attention of Managing Director. 14.4 GML reserves the right to disclose the non-payment of any invoice to any credit rating/ assessment agency, without seeking prior approval/ consent from the Buyer. The Buyer warrants that all information supplied to GML concerning its credit worthiness fully discloses the true position of the Buyer. The Buyer consents to GML obtaining information concerning its credit worthiness from any other person including any credit or debt collecting agencies and authorizes GML to give any information concerning the Buyer to any such persons or agencies. GOLDEN MANUFACTURERS EXPERTISE PRODUCT SUSTAINABILITY COMPANY CONNECT GOLDEN MANUFACTURERS, 6 BOILA CIRCLE ROAD, SUVA, CENTRAL DIVISION, FIJIENQUIRIES@GOLDEN.COM.FJ ©2016 Golden Manufacturers Fiji. All rights reserved.