1. INTERPRETATION Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4. Contract: the contract between Notpla and the Customer for the sale and purchase of the Product in accordance with these Conditions. Customer: the person or firm who purchases the Product from Notpla. Force Majeure Event: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom;(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;(f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; and (h) interruption or failure of utility service. Order: the Customer’s order for the Product placed: (a) via https://ooho-made-by-notpla.myshopify.com, or (b) by the Customer via the Notpla Website, or (c) the Customer’s written acceptance of the Supplier’s quotation, or (d) otherwise as placed in a format acceptable to Notpla (as the case may be from time to time). Product: (a) Oohos (a biodegradable flexible packaging for beverages, including without limitation drinks and sauces), or (b) any material, product including without limitation any intermediary material(s) or (c) product(s), packaging whether or not as a sample or process information manufactured and or supplied by Notpla. [Specification: subject to clause 11.4, the specification of the Product (as updated or amended by Notpla from time to time)]. Supplier: Notpla Limited (registered in England and Wales with company number 09147492) (“Notpla”). Warranty: the warranty set out in clause 5.1 below.
  2. BASIS OF CONTRACT These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to purchase the Product in accordance with these Conditions and (if appliable) Cover Sheet. The Order shall only be deemed to be accepted when Notpla issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. Any samples, drawings, descriptive matter or advertising produced by Notpla and any descriptions or illustrations contained in Notpla catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Product referred to in them. They shall not form part of the Contract nor have any contractual force.
  3. PRODUCT 3.1 The Product is also described on Notpla’s website (https://www.notpla.com/products-2/) and https://ooho-made-by-notpla.myshopify.com. 3.2 Notpla reserves the right to amend the Product or Specification (from time to time).
  4. DELIVERY CANCELLATION, AND RETURNS 4.1 Please see the Cover Sheet for Delivery, Cancellation, and Return information. 4.2 No Product may be returned to Notpla without Notpla’s prior written consent. Risk of loss for the returned Product will transfer to Notpla when the Product has been unloaded onto Notpla’s factory floor. 4.3 Once accepted by Notpla, an Order shall not for any reason be cancelled by the Customer without Notpla’s prior written consent. If Notpla consents to such a cancellation, the Customer shall pay Notpla as follows: all engineering expenses, work in process, and any raw materials or supplies used, or for which commitments have been made by Notpla in connection with such cancelled order (paid for on the basis of Notpla’s full cost) plus a cancellation premium of fifteen (15%) percent of the full price of the order.
  5. QUALITY 5.1 Notpla warrants that on delivery the Product shall: (a) conform in all material respects with the Specification; and (b) be free from material defects in material and workmanship while used under normal conditions. 5.2 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 Contract. 5.5 These Conditions shall apply to any repaired or replacement Product supplied by Notpla.
  6. TITLE AND RISK 6.1 The risk in the Product shall pass to the Customer on completion of delivery. 6.2 Title to the Product shall pass to the Customer on either (i) the date of delivery or (ii) when Notpla receives payment in full (in cash or cleared funds) for the Product, whichever date is the later.
  7. PRICE AND PAYMENT 7.1 (a) the deposit amount required for the Product shall be the amount set out in the Cover Sheet, (b) the price of the Product shall be the price set out in either the Cover Sheet or the Order. 7.2 The price of the Product: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Notpla at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) excludes the costs and charges of packaging, insurance and transport of the Product, which shall be invoiced to the Customer. 7.3 Notpla may invoice the Customer for the Product upon acceptance on an Order, or at any time after the completion of delivery. 7.4 The Customer shall pay the invoice in full and in cleared funds 30 days in advance from the date of shipping of the Product to the Customer or on the date specified in the Cover Sheet or Order, whichever is earlier. Payment shall be made to the bank account nominated in writing by Notpla. Time for payment is of the essence. 7.5 If the Customer fails to make any payment due to Notpla under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4.0% per annum above the Bank of England’s 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. The Customer shall pay the interest together with the overdue amount.
  8. COVER SHEET 8.1 The Cover Sheet (above) forms part of the Contract. 8.2 In the event of any conflict or inconsistency between the Conditions and the Cover Sheet, the Cover Sheet shall prevail in respect of such conflict or inconsistency.
  9. INTELLECTUAL PROPERTY RIGHTS 9.1 The Customer acknowledges that all intellectual property rights in the Product throughout the world belong to Notpla. 9.2 The Customer has no intellectual property rights in, or to, the Product other than the right to use the Product in accordance with these terms and authorised Notpla written instruction.
  10. TERMINATION 10.1 Without limiting its other rights or remedies, Notpla may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer’s financial position deteriorates to such an extent that in Notpla’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 10.2 Without limiting its other rights or remedies, Notpla may suspend provision of the Product under the Contract or any other contract between the Customer and Notpla if the Customer becomes subject to any of the events listed in clause 10 (a) to clause 10 (d), or Notpla reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 10.3 Without limiting its other rights or remedies, Notpla may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 10.4 On termination of the Contract for any reason the Customer shall immediately pay to Notpla all of Notpla’s outstanding unpaid invoices and interest. 10.5 Termination of the 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 this Contract that existed at or before the date of termination. 10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  11. LIMITATION OF LIABILITY 11.1 Nothing in these Conditions shall limit or exclude Notpla’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation;(c) breach of the terms implied by section 12 of the Sale of Product Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for Notpla to exclude or restrict liability. 11.2 Subject to clause 11.1, (a) Notpla shall under no circumstances whatsoever be liable to the Customer, 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 the Contract; and (b) Notpla’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 110% of the price of the Product. 11.3 Subject to clause 11.1, Notpla shall bear no responsibility or liability for any Product damage or other damage arising out of use of the Product that is not carried out in accordance with the Notpla’s instruction, written manual (if applicable) and or compliant with the Customer’s relevant safety assessments. 11.4 All Specifications, illustrations, tables graphs, and the like issued by Notpla or contained on the Notpla Website, seller’s catalogue or any other publication must be regarded as a close approximation only.
  12. FORCE MAJEURE 12.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 30, the party not affected may terminate this Contract by giving 14 written notice to the affected party.
  13. GENERAL 13.1 (a) Notpla may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract; (b) the Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Notpla. Confidentiality. 13.2 (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Clause 13.1 (b); 13.2 (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 13.2 (c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

    13.3 Entire agreement (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

    13.4 Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    13.5 Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    13.6 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

    13.7 Notices (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7 (a), if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    13.8 Third Party Rights No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

    13.9 Governing law and Jurisdiction (a) The Contract, 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; (b) 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 this Contract or its subject matter or formation.

    Terms updated June 2021.