General Terms and Conditions for Recycled Plastic Material

§ 1 Applicability

These General Terms and Conditions ("GTCs") together with a confirmed contract (the "Contract") agreed between the Buyer and Seller on the Cirplus website or any successor thereof shall comprise a legally binding contract. In the event of inconsistency or conflict with these GTCs the terms of the Contract shall prevail.

§ 2 Delivery, Title and Risk of Loss

The Seller shall deliver the material as specified in the Contract (the "Material") to the Buyer, in accordance with the applicable Incoterms 2020 basis and at the Place of Delivery set out in the Contract. Title to the Material remains with the Seller and shall not pass to the Buyer until such time as the Seller has received payment of the price of the Material delivered, without set-off, withholding, deduction or counterclaim.

§ 3 Quality and Weight

3.1. The Seller warrants only that the Material delivered will have those specifications ("Specifications") set out in the Contract and the weight described in the Contract and the Seller shall have no liability in respect of any other specifications unless expressly set out in the Contract. Except as expressly set out in the Contract and these GTCs, there are no guarantees, conditions or warranties, express, statutory or implied, given in relation to the description, quality, merchantability of the Material or its fitness or suitability for any particular purpose or otherwise and the Buyer shall have no right of rejection in such circumstances, nor any right to defer or withhold payment of any invoice.
3.2. Quality: For each Material lot referred to in the Contract or as otherwise agreed by the Parties, the Party identified in the Contract shall provide a certificate of analysis certifying the results of the sampling and analysis undertaken ("Certificate of Analysis") in accordance with the provisions of the Contract and complying with all applicable ISO standards relating to sampling and analysis ("ISO Standards") or such other standards as the Parties may agree to. In any event, unless otherwise agreed by the Parties, the Certificate of Analysis shall conform with the minimum requirements set out in DIN SPEC 91446:2021-12 Annex C.The Certificate of Analysis shall be binding on the Parties as to the quality of Material delivered under the relevant lot, save for fraud or manifest error, or where successfully challenged in accordance with this Clause 3.2. Where the Seller provides the Certificate of Analysis, no later than the 30th Calendar Day following the date of delivery of the Material or, where in accordance with the applicable Incoterm physical receipt of the Material by the Buyer occurs after delivery of the Material no later than the 30th Calendar Day after such physical receipt, and, provided always that the Material is in its delivered state, unconsumed and segregated from other possible contaminating materials, the Buyer may by written notice to the Seller challenge the specifications set out in the Certificate of Analysis. Where the Buyer provides the Certificate of Analysis, the Seller shall be entitled to attend during the sampling provided reasonable prior notice has been provided to the Buyer. No later than the 7th Calendar Day after receiving the results the Seller may by written notice to the Buyer challenge the specifications set out in the Buyer's Certificate of Analysis. In either circumstance, the following procedure shall apply:
An independent inspector mutually agreed and appointed by the Parties in accordance with the provisions of the Contract or, where the parties have not mutually agreed on an independent inspector, appointed by the challenging Party from a list of approved inspectors to be found on the Cirplus website, or any successor thereof shall perform any analysis of the challenged Material in accordance with all applicable ISO Standards, report to both Parties jointly and shall issue a certificate showing the content of the specified Material (an "Inspector's Certificate of Analysis").
(a) If the result set out in the Inspector's Certificate of Analysis with respect to the specified content is not within or equal to the Specification set out in the Contract and complying with applicable ISO Standards, then the result of the Inspector's Certificate of Analysis with respect to the specified content shall become final and binding on the Parties (save for fraud or manifest error), the challenging Party shall be entitled to require that the price of the Material shall be recalculated based on the Inspector's Certificate of Analysis, the Seller shall issue a further invoice or credit note accordingly, or the Buyer shall be entitled reject the Material. In either event, the challenged Party shall pay the cost of the Inspector's analysis.
(b) If the result set out in the Inspector's Certificate of Analysis with respect to specified content is within or equal to the Specifications, then the result set out in the Certificate of Analysis with respect to specified content shall remain final and binding on the Parties (save for fraud or manifest error) and the challenging Party shall pay the cost of the Independent Inspector's analysis.
3.3. Weight: The weight of the Material loaded under each lot referred to in the Contract shall be determined in accordance with the provisions of the Contract and a certificate of weight certifying the results of the weight determination undertaken in accordance with this Clause 3.3 (the "Certificate of Weight") shall be provided by the Seller. The Certificate of Weight shall be binding on the Parties as to the weight of the Material delivered under the relevant lot save for fraud or manifest error, or where successfully challenged in accordance with the provisions of this Clause 3.3. No later than the 30th Calendar Day following the date of delivery of the Material or, where in accordance with the applicable Incoterm physical receipt of the Material by the Buyer occurs after delivery of the Material no later than the 30th Calendar Day after such physical receipt and, provided always that the Material is in its delivered state, unconsumed and segregated from other possible contaminating materials, the Buyer may by written notice to the Seller challenge the weight set out in the Certificate of Weight and the following procedure shall apply:
An independent inspector mutually agreed and appointed by the Parties in accordance with the provisions of the Contract or, where the parties have not mutually agreed on an independent inspector, appointed by the Buyer from a list of approved inspectors to be found on the Cirplus website, or any successor thereof, shall determine the weight of each lot of Material in accordance with all applicable ISO standards.
Where the result set out in the Inspector's Certificate of Weight:
(a) does not conform with the weight set out in the Certificate of Weight, the price of the Material shall be recalculated based on the Inspector's Certificate of Weight, which shall become final and binding on the Parties (save for manifest error or fraud), the Seller shall issue a further invoice or credit note accordingly, and the Seller shall pay the cost of the Independent Inspector's weight determination; or.
(b) conforms with the weight set out in the Certificate of Weight, the weight set out in the Certificate of Weight shall remain binding on the Parties and the Buyer shall pay the cost of the Independent Inspector'sweight determination
3.4. Quality and Weight Disputes: For the avoidance of doubt, if quality or weight claims are not brought by any Party in accordance with the provisions of Clauses 3.2 and 3.3, then all claims will be deemed waived and absolutely barred.

§ 4 Payment

The Buyer shall pay any amount due to the Seller without any discount, deduction, withholding, set-off or counterclaim in accordance with the payment method specified in the Contract and the applicable terms of these GTCs. Any amount not paid to the Seller when due shall bear interest at a rate of LIBOR plus two percent per annum until payment. Any expenses incurred by the Seller, including but not limited to legal fees, court costs and collection agency fees, caused by delayed payment or non-payment by the Buyer of the amount(s) due shall be for the account of the Buyer payable upon the Seller's demand.

§ 5 Force Majeure

If the performance by a Party of its obligations hereunder is directly or indirectly affected or prevented by the occurrence or effect of any event or circumstance (or any combination of events and/or circumstances) that: (i) is beyond the reasonable control of a Party; and (ii) partly or wholly prevents, hinders or delays due performance by that Party of its obligations under the Contract (other than an obligation to pay money) and, provided that the above conditions are satisfied then the Party shall not be liable for loss or damage, or failure of or delay in performing its obligations under this Contract and may, at its option, extend the time of shipment or delivery of the Material or terminate unconditionally and without liability the unfulfilled portion of this Contract to the extent so affected or prevented.

§ 6 Sanctions

Notwithstanding any other provision in the Contract, neither Party shall be obliged to take any action in the performance of the Contract that would contravene any laws, regulations or restrictions imposed by any of the United Nations, US, UK or EU applicable to either Party relating to the implementation or enforcement of economic sanctions, export controls, trade embargoes or similar restrictive measures ("Sanctions"). Where any performance by a Party of the Contract would contravene any Sanctions, the affected Party shall, as soon as reasonably practicable give notice to the other Party of its inability to perform the Contract whereupon either Party may give notice to terminate the Contract, provided that where the relevant obligation relates to payment by the Buyer for Material which has already been delivered, the affected payment obligation shall remain suspended (without prejudice to the accrual of any interest) until such time as the Buyer may lawfully make payment. The Buyer hereby undertakes that the Buyer will not sell, transfer, re-transfer, re-export or otherwise supply the Material in violation of Sanctions.

§ 7 Bribery and Anti-Corruption

Each Party shall and shall procure that each entity in their respective Groups and each of their respective Representatives shall in the performance of their obligations under the Contract comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption.

§ 8 Events of Default

8.1. The following provisions of this Clause 8 shall be without prejudice to either Party's other rights and remedies under the Contract or in law. Each of the following events, acts, occurrences or conditions shall be an event of default (an "Event of Default") with respect to the party specified:
(a) the occurrence of with respect to a Party of any Insolvency Event;
(b) failure by the Buyer to accept delivery of any lot of Material or failure by the Seller to deliver any lot of Material subject to the terms of Clause 5 above, shall be an Event of Default;
(c) failure by the Buyer to pay for any lot of Material or to pay any amount due and payable by it where such failure is not remedied on or before the third Business Day following the day on which written notice of such failure is given to the Buyer shall be an Event of Default with respect to the Buyer; (d) the occurrence of a Material Breach where that breach is either not capable or remedy or not remedied on before the fifth Business Day following the day on which notice to remedy is given to the Party in Material Breach shall be an Event of Default with respect to that Party. (in deciding whether any breach is material, no regard shall be had to whether it occurs by an accident, mishap, mistake or misunderstanding).
8.2. If an Event of Default has occurred with respect to a Party (the "Defaulting Party"), the other Party (the "Non-Defaulting Party") may, without prejudice to its other rights and remedies under the Contract or in law, (a) suspend performance of the Contract for so long as the Event of Default is continuing; and/or (b) terminate the Contract upon written notice to the Defaulting Party.
8.3. Termination of the Contract by either Party pursuant to this Clause 8 shall be without prejudice to any rights and remedies accruing to the Parties before such termination.

§ 9 Governing Law and Dispute Resolutions

9.1. The Contract and its construction, validity and performance and any non-contractual obligations arising from or connected with it shall be governed by English law to the exclusion of any other law. The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11 April 1980, and any law enacting or giving force to the same or any parts of it, shall not apply to the Contract.
9.2. Subject to Clause 9.3, any dispute or claim (whether contractual or non-contractual) arising out of or in connection with the Contract, including but not limited to any question regarding its existence, construction, validity, breach or termination (a "Dispute") shall be referred to and resolved by arbitration with its seat or legal place in London in accordance with the LCIA Arbitration Rules, which LCIA Rules are deemed to be incorporated into the Contract. The number of arbitrators shall be three. The arbitrators shall be barristers or solicitors practicing in England and Wales with experience in commercial commodity trading disputes. The language of the arbitration shall be English.
9.3. Nothing in this Clause 9 shall prevent either Party from seeking interim, provisional or conservatory measures from any court or other judicial authority of competent jurisdiction at any time whether before or after the formation of an arbitral tribunal

§ 10 Confidentiality

Each Party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract disclose to any person any information relating to the Contract or other confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or its Group, save that 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 carrying out the Party's obligations under the Contract and each Party shall procure that its employees, officers, Representatives or advisers to whom it discloses the other Party's confidential information comply with this Clause 10; (ii) where such information is already in the public domain (other than through the breach by that Party of its obligations under this Clause 10; and (iii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority or for audit purposes.

§ 11 Assignment and Changes to the Parties

Neither Party may assign, novate, transfer or sub-contract its rights and/or obligations under the Contract, in part or in full, without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed.

§ 12 Entire Agreement

The 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. 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 the Contract. No amendments or modifications of the Contract shall be valid unless agreed in writing and duly executed by both Parties. Nothing in this Contract operates to limit or exclude any liability for fraud.

§ 13 No Agency

The Contract does not, and shall not at any time constitute or be construed as to constitute any Party as an agent, legal representative or employee of the other Party for any purpose whatsoever, nor shall the Contract be deemed to establish a joint venture, partnership, agency and/or any other association of whatever nature between the Parties.

§ 14 Limitation of Liabilities

Notwithstanding any other provision of the Contract, in no event shall either Party be liable to the other whether under the Contract or otherwise in connection with it, in contract (including under any indemnity), tort (including in negligence), breach of statutory duty or otherwise in respect of any indirect or consequential losses or expenses.

§ 15 Waiver of Rights

A waiver of any provision of or right under the Contract must be in writing signed by the Party entitled to the benefit of that provision or right and is effective only to the extent set out in the written waiver. No indulgence, delay or omission granted by a Party shall constitute a waiver or abandonment of any of that Party's rights under the Contract.

§ 16 Rights of Third Parties

A person, company or other legal entity who is not a party to the Contract shall not have or acquire, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, any rights in relation to the contract.

§ 17 Definitions in the Contract

"Business Day" means a calendar day other than a Saturday, Sunday or public holiday in the country in which the Buyer and Seller have their main place of business.
"Calendar Day" means a 24 hour day from midnight to midnight denoted on a calendar.
"Group" means, with respect to a Party, all entities that are either a holding company of that Party, a subsidiary of a holding company of that Party or a subsidiary of that Party, as the terms "holding" company" and "subsidiary" are defined in the Companies Act 2006 of the United Kingdom.
"Insolvency Event" means, with respect to a Party, if that Party is dissolved, is unable to pay its debts, is or becomes insolvent, enters into any arrangement or other agreement with or for the benefit of its creditors, enters any form of insolvency, either compulsorily or voluntarily, is or may become subject to a receiver or other third party (including without limitation a secured creditor or bailiff) being appointed over or taking or attempting to take possession of all or substantially all of the Party's assets, takes or suffers any steps that could lead to the appointment of any insolvency office holder (other than pursuant to a consolidation, amalgamation or merger) or undergoes any analogous occurrence under foreign law.
"LIBOR" means in respect of any date on which it is determined and the rate for one month deposits in the currency which appears on the relevant Bloomberg page (or any such successor page) as of 11.00am London time on the day that is the second Business Day preceding such date of determination.
"Material Breach" means any breach (including an anticipatory breach) of the Contract by a Party which has a serious effect on the benefit which the other Party would otherwise derive from a substantial part of the Contract over its term.
"Representatives" means, in relation to a person or group of persons it or their employees, officers, directors, agents, advisers, consultants and sub-contractors (and including in the case of a Party, any person performing that Party's obligations under the Contract).