Terms and Conditions of Sale

Version: September 2026

Effective date: 1 October 2026

These Terms and Conditions of Sale apply to all quotations, orders, deliveries, sales and supply of Products made by Grounded to the Customer. They are written as plain-English commercial terms. Defined terms are in clause 19.

1. AGREEMENT

1.1All quotations, deliveries, sales and supply of Products by Grounded are subject to these Terms, together with any additional terms expressly agreed in writing in a Sales Order. If documents conflict, the order of priority is: (a) a Supply Agreement, including any amendment or variation to it signed by both parties, in the order of priority it states; (b) a standalone variation to these Terms or to a Sales Order signed by both parties; (c) the Sales Order; (d) these Terms; (e) any Customer document, which does not apply (clause 1.5). A Sales Order does not amend a Supply Agreement unless it expressly says so and is signed by both parties.

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1.2By submitting an Order through any channel accepted by Grounded (in writing, via the Customer Portal, or by confirming a Sales Order or proforma invoice), the Customer agrees that these Terms apply to that Order. Submission of an Order is not acceptance of the Order by Grounded; acceptance is under clause 2.1. Where a deposit is required, Grounded is not bound to produce until the deposit is paid.

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1.3Grounded may update these Terms at any time by publishing a revised version on its website. Subject to clause 1.6, updated Terms apply to any Sales Orders placed after the date of publication. Continued ordering after that date constitutes acceptance of the updated Terms.

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1.4Contracting entity. The Grounded entity entering into the Agreement is the entity identified on the applicable Sales Order or proforma invoice. That entity alone is responsible for performance under the Agreement. If no entity is identified there, it is the Grounded entity that issued the quotation or Invoice. If none is identified in any of those documents, it is Grounded Packaging Pty Limited.

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1.5Customer terms. Any terms on a Customer purchase order, portal, vendor onboarding form or other Customer document do not apply, even if Grounded accepts the Order or does not object to them. Different or additional terms apply only if Grounded signs them.

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1.6Version applying under a Supply Agreement. Where a Supply Agreement is in force, the version of these Terms dated in that Supply Agreement applies. Grounded may apply a later version to that Customer by giving 60 days' written notice. If the Customer objects in writing within that period, the parties will meet to agree the change. Until the change is agreed, the dated version continues to apply to that Customer.

2. ORDERS

2.1Where Grounded receives a request from the Customer for the supply of Products, Grounded will (where necessary) discuss and agree the specific terms of that order and confirm the details in a Sales Order, including the Price, payment and delivery terms, Product Specifications, applicable Incoterm, and the Production Variation Allowance. Where an Order is placed via the Customer Portal, the Portal confirmation constitutes the Sales Order for the purposes of these Terms. Grounded will accept or reject an Order within 5 Business Days of receipt. Acknowledgment of receipt is not acceptance.

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2.2Any cancellation of, or variation to, a Sales Order after it has been issued will be permitted only at Grounded's sole discretion and may be subject to additional terms including any costs reasonably incurred by Grounded up to the date of cancellation (including raw materials purchased, production started, tooling committed, and freight booked).

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2.3All Orders are subject to Grounded's minimum order quantities as quoted or displayed on the Customer Portal. Grounded is not obliged to accept any Order that falls below the applicable minimum.

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2.4Late orders. Orders placed inside the lead time stated in the Sales Order, on the Customer Portal or in a Supply Agreement may incur expedite charges or a revised delivery date.

3. PRICING

3.1The Customer shall pay the Price for the Products together with all applicable taxes and duties in accordance with clause 3.2.

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3.2Unless otherwise agreed in writing in a Sales Order, all Prices are exclusive of GST, VAT, sales tax, customs duties, and any other taxes, duties, or government charges applicable in the jurisdiction of manufacture, export, import, or delivery. The Customer is liable to pay all such amounts.

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3.3Where the Customer is liable for delivery costs under the Sales Order, any delivery costs quoted by Grounded are estimates only, based on current market freight rates and estimated weight and volume. Grounded will provide a final delivery cost once the Products are ready and final packing details are available. The Customer will be invoiced for actual delivery costs where these differ from estimates, and Grounded will communicate material variances before shipment where practicable.

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3.4Price adjustments before acceptance. Grounded reserves the right to adjust quoted Prices at any time before acceptance of an Order to reflect changes in raw material costs, exchange rates, duties, tariffs, freight costs, or supplier pricing.

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3.5Confirmed Orders. Once an Order has been accepted by Grounded, the Price is fixed for that Order unless: (a) the parties agree otherwise in writing; (b) the applicable Supply Agreement provides a different adjustment mechanism; or (c) raw material or freight costs increase by more than 15% between the date of acceptance and the date of shipment, in which case Grounded may give the Customer written notice of the adjusted Price and the Customer may, within 5 Business Days of that notice, cancel the unshipped portion of the Order. On such a cancellation no cancellation charge applies, but the Customer remains liable at the original Price for finished Products, work-in-process and non-cancellable materials already committed to that Order.

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3.6Set-up charges. Artwork, print plates, cylinders, tooling and manufacturing set-up are charged as quoted, in addition to the Price. New or revised plates or cylinders required by a Customer artwork change are charged to the Customer.

4. PAYMENT

4.1Payment terms are as specified in the Sales Order or Invoice. All amounts are payable in the currency stated on the Sales Order or Invoice.

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4.2All payment bank transaction fees or charges shall be payable by the Customer.

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4.3All amounts stated in an Invoice must be paid in full, without set-off or deduction, in accordance with the timeframes specified in the Sales Order. The Customer agrees to pay all reasonable costs of collection, including legal costs incurred by Grounded in relation to the collection of any amounts owing and unpaid.

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4.4Late payment. Interest accrues on overdue amounts at 8% per annum (or the maximum rate permitted by applicable law, whichever is lower) calculated daily from the due date until payment in full.

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4.5Grounded may, in its discretion, allocate any payment received from the Customer towards any Invoice that Grounded determines, and may do so at the time of receipt or at any time afterwards.

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4.6Where the Customer reasonably disputes an amount specified in an Invoice, the Customer is not obliged to pay the disputed amount while the dispute remains unresolved, provided the Customer pays the undisputed portion in accordance with clause 4.1 and notifies Grounded of the dispute in writing within 7 days of receipt of the Invoice.

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4.7Set-off by Grounded. Grounded may set off any amount the Customer owes against rebates, credits, deposits or other amounts Grounded owes the Customer.

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4.8Credit support. Grounded may require advance payment, a reduced credit limit, a deposit or a bank guarantee if the Customer's creditworthiness deteriorates. Indicators of deterioration include (without limitation) late payment of two or more consecutive Invoices, a material adverse change in the Customer's financial position, a change of control of the Customer, or a reduction or withdrawal of cover by Grounded's trade credit insurer.

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4.9Suspension. Grounded may suspend production, shipments, draw-downs and Customer Portal access while any Invoice is overdue by more than 14 days. Grounded is not liable for any delay resulting from the suspension and may revise any affected production or delivery dates. Suspension does not release the Customer from any obligation under the Agreement.

5. DELIVERY AND RISK

5.1Any delivery dates specified in a Sales Order are approximate only. Grounded will use reasonable efforts to meet estimated delivery dates but is not liable for any claims or losses arising from failure to meet any estimated delivery date.

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5.2Delivery shall be in accordance with the Incoterm stated in the applicable Sales Order. Where no Incoterm is specified, delivery is DAP (Delivered At Place, Incoterms 2020) to the Delivery Location.

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5.3Subject to clause 5.5, risk of any loss, damage, or deterioration of or to the Products passes to the Customer on Delivery, regardless of whether title has passed to the Customer under clause 6.

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5.4Grounded may store Products on behalf of the Customer (at the Customer's expense) as agreed and subject to any terms set out in a Sales Order. Where Grounded has agreed to deliver Products and the Customer fails to approve all applicable shipping details (including shipping address, contact person(s), and shipping costs) within 5 Business Days of Grounded giving notice that the Products are ready for shipping, the Products shall be deemed to have been Delivered. Grounded may store (or arrange storage of) the Products at the Customer's risk and expense until the Customer takes Delivery. If the Customer refuses Delivery or does not pay for the Products, Grounded may store, resell or dispose of the Products after 30 days' written notice and recover all reasonable costs from the Customer.

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5.5Inspection and claims. The Customer is responsible for inspecting the Products on Delivery. The Customer must notify Grounded in writing:

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5.5.1within 14 days of Delivery, of any shortage or excess in quantity that exceeds the Production Variation Allowance, or any visible defect or non-conformity (including damage, incorrect product, or print errors identifiable on visual inspection); or

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5.5.2within 30 days of Delivery, of any Latent Defect (being a defect not reasonably discoverable on visual inspection at the time of Delivery, such as seal failures, barrier performance issues, or delamination).

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If the Customer does not provide notification within the applicable time period, the Customer is deemed to have accepted the Products delivered.

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5.6Grounded will record the finalised quantities included in each consignment in the final Invoice issued before Delivery. The quantity recorded by Grounded in the final Invoice is evidence of the quantity delivered unless the Customer provides reasonable evidence showing otherwise.

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5.7The quantity of Products delivered may be more or less than the quantity ordered, provided the variance is within the Production Variation Allowance stated in the Sales Order. Where no Production Variation Allowance is specified in the Sales Order, the Standard Tolerance of +/- 10% in clause 7.1 applies. The Customer shall not be entitled to reject Products by reason of any variance within the Production Variation Allowance and shall pay for such Products at the pro-rated contract rate.

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5.8Where the quantity delivered exceeds the Production Variation Allowance, the Customer is not required to pay for the excess beyond the allowance. Where there is a shortfall beyond the Production Variation Allowance, Grounded will reproduce and supply replacement Products to cover the shortfall at no additional unit cost.

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5.9Products may be delivered in separate instalments. Where Products are delivered in instalments, the Production Variation Allowance will be calculated by reference to the quantity delivered in each instalment (not the total Sales Order volume) unless otherwise specified. Any shortfall or excess in one instalment may be remedied by Grounded in the next relevant instalment of the same Product.

6. TITLE AND SECURITY

6.1All Products remain the property of Grounded until Grounded receives payment in full of all amounts owing under the Agreement.

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6.2While title remains with Grounded: (a) Grounded may pursue an action for the Price even though title has not passed; and (b) the Customer is authorised to process, sell, or distribute the Products in the ordinary course of business, provided that the proceeds of sale are received and held by the Customer on trust for Grounded to the extent of all amounts owing. This authority is automatically withdrawn on the occurrence of a Default or on written notice from Grounded.

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6.3To secure the Customer's obligations, the Customer grants Grounded a security interest in all Products supplied or to be supplied under the Agreement and all proceeds arising from those Products. Grounded may register a financing statement or equivalent notice under the Personal Property Securities Act (NZ or AU), the Uniform Commercial Code (US), the Companies Act 2006 (UK), or any equivalent legislation in the relevant jurisdiction.

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6.4The Customer agrees to execute documents, provide information, and cooperate as reasonably required by Grounded to perfect or register the security interest granted under clause 6.3. The Customer shall notify Grounded immediately of any material change in its business practices that would affect the nature of proceeds derived from the Products.

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6.5If required by Grounded, the Customer will store Products supplied by Grounded separately and in a way that enables them to be identified as having been supplied by Grounded.

7. QUALITY AND DEFECTIVE PRODUCTS

7.1Warranty and Standard Tolerances. Subject to clause 7.8, Grounded warrants that Products supplied under the Agreement will comply in all material respects with the Product Specifications, subject to the Standard Tolerances in the table below, and will meet the Acceptable Quality Limits in the Grounded Quality Standard. Different tolerances or limits stated in the Sales Order or a Supply Agreement apply in place of the Standard Tolerances for that Order.

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7.2To the maximum extent permitted by law, Grounded excludes all warranties, descriptions, representations and conditions not expressly stated in the Agreement, including any implied warranty of merchantability, fitness for a particular purpose or satisfactory quality. Nothing in the Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy imposed by law that cannot lawfully be excluded, restricted or modified.

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7.3Grounded may outsource production to third-party manufacturers. Where Products are manufactured by a third party, Grounded will use reasonable efforts to pass through the benefit of any manufacturer warranties to the Customer. Grounded's liability for the Products remains governed by this clause 7 regardless of the identity of the manufacturer.

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7.4The Customer must notify Grounded of any non-conformity with the Product Specifications in writing within the time periods specified in clause 5.5. A notice under this clause must include reasonable evidence of the alleged defect (including photographs, batch numbers, and retained samples where available).

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7.5If the Customer does not give notice within the applicable timeframe, the Customer is deemed to have accepted the Products as conforming with the warranty in clause 7.1.

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7.6Where the Customer gives notice under clause 7.4, the Customer must, at Grounded's option: (a) afford Grounded or a third party appointed by Grounded an opportunity to inspect and test the Products within usual business hours on not less than 2 Business Days' written notice; or (b) provide reasonable evidence of the alleged non-conformity.

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7.7Sole remedy. Where Grounded confirms that Products are non-conforming, the Customer must return the defective Products to a location designated by Grounded. Grounded's liability is limited, at Grounded's option, to replacing the defective Products, issuing a credit, or providing a discount in respect of the affected Products, and paying reasonable shipping costs for returns and replacements. This is the Customer's sole and exclusive remedy for defective Products, to the exclusion of any other claim.

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7.8The warranty in clause 7.1 does not extend to any defect or non-conformity arising from: (a) any act or omission by the Customer, including failure to comply with Grounded's storage, handling, or usage guidelines; (b) failure to store Products in accordance with the Product Specifications or Grounded's published storage recommendations (including temperature and humidity requirements for compostable materials); (c) any Product altered or repaired without Grounded's written consent; (d) any damage due to a Force Majeure Event; or (e) any combination of the Product with another product in a manner not authorised by Grounded or inconsistent with the Product Specifications.

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7.9If, after reasonable investigation, a claim is found to have been made without reasonable basis, or the alleged non-conformity was caused by an act or omission of the Customer, the Customer will reimburse Grounded's reasonable third-party testing and inspection costs.

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7.10Acknowledgments. Digital proofs may vary from final print. Products with recycled or post-consumer content may show visible particles, gels or colour variation. Minor cosmetic variation that does not affect fitness for the stated purpose is not a non-conformity.

8. PRODUCT RECALL

8.1If it becomes necessary to recall or withdraw Products, whether due to an order from a competent authority or a reasonable commercial decision by Grounded for safety, quality, or technical reasons, Grounded shall give the Customer as much advance written notice as possible, including the reasons for the recall.

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8.2The Customer shall provide Grounded with all reasonable cooperation and assistance in relation to any recall.

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8.3The Customer must notify Grounded immediately in writing if it becomes aware of any safety, quality, or regulatory issue affecting the Products.

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8.4Recall costs. Where a recall arises from a confirmed defect in the Products attributable to Grounded or its manufacturers, Grounded will bear the reasonable direct costs of recalling and replacing the affected Products (packaging only). Grounded is not liable for any costs relating to the Customer's own products, filling, labelling, or distribution. Where a recall arises from the Customer's use, storage, filling, or handling of the Products, the Customer bears all recall costs.

9. FORCE MAJEURE AND LIMITATION OF LIABILITY

9.1Force majeure. Neither party is liable for failure to perform any obligation (other than an obligation to pay money) caused by an event beyond its reasonable control, including war, terrorism, civil unrest, epidemic or pandemic, sanctions or trade restrictions, border closure, raw material shortage, government action or regulation, strike or lockout, utility failure, port disruption, machinery or equipment breakdown, fire, flood or natural disaster (each, a Force Majeure Event). The affected party must notify the other party promptly and use reasonable efforts to resume performance. If a Force Majeure Event prevents performance for more than 90 days, the unaffected party may terminate the affected Orders by written notice.

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9.2Liability cap. Each party's total aggregate liability under or in connection with the Agreement (whether in contract, tort including negligence, statute, or otherwise) is limited to the amounts paid or payable for the Products giving rise to the claim in the 12 months before the claim arose. This cap does not apply to the Customer's payment obligations, the Customer's indemnities under clauses 9.5 and 9.6, or either party's breach of clause 13.

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9.3Neither party is liable (whether in contract, tort including negligence, statute, or otherwise) for any loss of profits, loss of revenue, loss of goodwill, loss of data, cost of procurement of substitute goods or services, or any indirect, consequential, or special loss or damage of any kind.

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9.4Grounded is not liable for any costs, damages or losses incurred by the Customer or any third party as a result of the reasonable and lawful exercise of its rights under clause 6, except to the extent caused by Grounded's negligence or wilful misconduct.

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9.5Customer indemnity (general). The Customer indemnifies Grounded against all loss, liability, costs, expenses, damage, or injury suffered or incurred by Grounded arising as a direct result of any act or omission by the Customer or any of the Customer's officers, employees, contractors, or agents in breach of the Agreement.

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9.6Customer indemnity (intellectual property). The Customer warrants that any artwork, designs, logos, copy, or instructions it provides to Grounded do not infringe the intellectual property rights of any third party. The Customer indemnifies Grounded against any claims, losses, costs, and expenses (including legal costs) arising from any alleged or actual infringement of third-party intellectual property rights in connection with Customer Artwork. This indemnity is not subject to the liability cap in clause 9.2.

10. TECHNICAL ADVICE AND ARTWORK

10.1Grounded shall have no responsibility or liability for any technical advice or information offered or given in connection with the use of any Products, other than where expressly incorporated in the Product Specifications.

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10.2The Customer is responsible for reviewing and approving the digital proof of the artwork and the design of the Product, including any content, information, or logo added to the Product at the Customer's request (Customer Artwork). Grounded will have no liability for any Customer Artwork once the Customer has approved the digital proof, except to the extent that the final Product does not match the approved proof.

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10.3Artwork timing. The Customer must supply final artwork in the required format at least 2 weeks before the agreed production start date. Late artwork may delay delivery and Grounded is not liable for the resulting delay. Sample runs require 45 days' notice and are quoted separately.

11. CERTIFICATION MARKS

11.1Products may or may not be delivered with a third-party certification mark or logo indicating that the Product is certified under a third-party certification programme (a Certification Mark).

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11.2Where Products are delivered with a Certification Mark, the Customer shall not modify, obscure, or alter the Certification Mark without Grounded's prior written consent.

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11.3Where Products are delivered without a Certification Mark, the Customer shall not apply any third-party certification mark to the Product, or represent that the Product has any third-party certification, without Grounded's prior written consent.

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11.4The Customer acknowledges that certification standards may be updated, amended, or revoked by the relevant certification body from time to time. Grounded is not liable where a certification applicable to the Products at the time of supply is subsequently amended or withdrawn by the certification body.

12. SUSTAINABILITY AND PRODUCT CLAIMS

12.1Product certifications, sustainability attributes, and end-of-life properties (including compostability, recyclability, and recycled content) are as stated in the Product Specifications at the time of order and are based on testing and certification standards current at that time.

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12.2The Customer is responsible for verifying that any sustainability, environmental, or end-of-life claims it makes about the Products comply with the advertising, consumer protection, and environmental marketing laws applicable in the Customer's market. Grounded does not warrant that Products are suitable for any specific waste stream, composting facility, or recycling programme in the Customer's jurisdiction.

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12.3Grounded provides sustainability data, certifications, and carbon footprint information in good faith based on the best available data at the time of supply. This information is subject to change as testing methodologies, certification standards, and regulatory requirements evolve. Grounded is not liable for changes to the accuracy or applicability of sustainability data after the date of supply.

13. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

13.1Each party will keep the other party's Confidential Information confidential, use it only for the purposes of the Agreement, disclose it only to its personnel and advisers who are bound by equivalent obligations, and return or destroy it on request (subject to ordinary-course backups and legal retention requirements). A party may disclose Confidential Information where strictly required by law, after giving the other party notice where lawful.

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13.2Nothing in the Agreement grants the Customer any right, title, or interest in any Products or any intellectual property rights relating to the Products or otherwise owned by Grounded. All rights, title, and interest, including intellectual property rights embodied in or relating to the Products, remain the property of Grounded or the relevant third party.

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13.3The rights, title, and interest in any Customer Artwork supplied by the Customer remain the property of the Customer.

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13.4The obligations in this clause 13 survive for 3 years after the expiry or termination of the Agreement.

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13.5Artwork licence. The Customer grants Grounded a non-exclusive, royalty-free licence to use Customer Artwork to manufacture, store, ship and supply the Products. Grounded may publicly identify the Customer, or show Customer Artwork or the finished Products in its portfolio or marketing, only with the Customer's prior written approval.

14. CUSTOMER PORTAL

14.1Where the Customer has been granted access to the Customer Portal, Orders placed via the Portal are subject to these Terms. The Portal confirmation constitutes the Sales Order.

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14.2Pricing, stock availability, and delivery estimates displayed on the Customer Portal are indicative and subject to confirmation by Grounded. Displayed prices may be updated at any time without notice, subject to any Supply Agreement.

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14.3Grounded is not liable for any loss arising from Customer Portal downtime, interruption, or technical error.

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14.4The Customer is responsible for the security of its Portal login credentials and for all Orders placed through its Portal account by any person using those credentials. The Customer must notify Grounded immediately if it becomes aware of any unauthorised access to its Portal account.

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14.5Orders placed through the Customer Portal by any user with access to the Customer's account are binding on the Customer, whether or not that user was individually authorised by the Customer to place the specific Order.

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14.6Vendor users. Where a Supply Agreement allows the Customer's vendors or other nominated third parties to order through the Customer Portal, each such vendor is a user of the Customer's account for the purposes of this clause 14. The Customer is responsible for its vendors' compliance with these Terms. Grounded may revoke a vendor's access at any time on written notice to the Customer.

15. DATA AND PRIVACY

15.1Personal data collected by Grounded in connection with the Agreement or through the Customer Portal is handled in accordance with Grounded's Privacy Policy, available at groundedpackaging.co/privacy-policy.

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15.2The Customer warrants that it has obtained all necessary consents for the provision of personal data (including contact details of its employees or representatives) to Grounded for the purposes of the Agreement.

16. TERMINATION

16.1Termination for default. Either Grounded or the Customer may terminate the Agreement with immediate effect by giving written notice to the other if that other party: (a) breaches a material term of the Agreement and that breach cannot be remedied, or where the breach can be remedied, the breaching party fails to remedy the breach within 30 days of receiving written notice specifying the breach; (b) becomes bankrupt, goes into liquidation, has a receiver, statutory manager, or administrator appointed over any of its assets, becomes insolvent, ceases to carry on business, or makes any composition or arrangement with creditors; (c) undergoes a change of control to a competitor of the terminating party; or (d) becomes subject to sanctions or export control restrictions that prevent performance (each, a Default).

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16.2Termination for convenience. Unless a Supply Agreement states a different notice period for an active schedule, either party may terminate the Agreement by giving 30 days' written notice to the other party. Termination for convenience does not affect any Orders already accepted by Grounded at the date of the notice, which will be fulfilled in accordance with these Terms.

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16.3Termination of the Agreement does not terminate any Sales Order accepted before the date of termination, which will be fulfilled and paid for under these Terms, unless Grounded terminates for Default and its notice expressly cancels the Sales Order. Contracted stock and materials under a Supply Agreement are dealt with by its wind-down provisions. On termination by Grounded for Default, all amounts payable for Products delivered up to the date of termination are immediately due and payable.

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16.4Survival. Termination of the Agreement does not affect clauses 6 (Title and Security, until all amounts are paid in full), 7 (Quality and Defective Products), 9 (Force Majeure and Limitation of Liability), 10 (Technical Advice and Artwork), 11 (Certification Marks), 12 (Sustainability and Product Claims), 13 (Confidential Information and Intellectual Property), 20 (Managed Inventory and Draw-downs), any wind-down or stock purchase obligation under a Supply Agreement, any accrued price adjustment, or any other clause which is intended by its nature to survive termination.

17. DISPUTES

17.1Where a dispute arises between Grounded and the Customer in respect of the Agreement or the supply of Products, the parties must first use reasonable efforts to resolve the dispute in good faith within 20 Business Days.

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17.2If the dispute remains unresolved after the period in clause 17.1, either party may refer the dispute to the courts of the jurisdiction whose law governs the Agreement under clause 18.5.

18. GENERAL

18.1Entire agreement. The Agreement (comprising these Terms, any applicable Supply Agreement, and any Sales Orders) constitutes the entire agreement between Grounded and the Customer in respect of the supply of Products and supersedes all earlier negotiations, understandings, and agreements (whether written or oral) between the parties in respect of that subject matter.

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18.2Assignment. The Customer may not assign its rights or obligations under the Agreement without Grounded's prior written consent, not to be unreasonably withheld. A change in the Customer's effective ownership or control is treated as an assignment for this purpose. Grounded may, without consent and on written notice to the Customer, assign receivables, assign the Agreement to a related entity, or assign or transfer the Agreement as part of a sale or reorganisation of all or substantially all of the relevant business. Grounded may subcontract performance of its obligations but remains responsible for that performance.

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18.3Severability. If any provision of the Agreement is found to be invalid, illegal, or unenforceable, that provision shall be deemed amended to the minimum extent necessary to make it valid and enforceable, and the validity of the remaining provisions shall not be affected.

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18.4No waiver. No waiver of any breach of, or failure to enforce any provision of, the Agreement at any time shall limit the right of the relevant party to enforce and compel strict compliance with the Agreement.

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18.5Governing law. The Agreement is governed by the laws of the jurisdiction in which the contracting Grounded entity (as identified under clause 1.4) is incorporated, as follows: (a) Grounded Packaging Pty Limited: the laws of Queensland, Australia; (b) Grounded Packaging Limited: the laws of New Zealand; (c) Grounded Packaging (UK) Limited: the laws of England and Wales; (d) Grounded Packaging Inc.: the laws of the State of Delaware, United States. Each party submits to the exclusive jurisdiction of the courts of the applicable jurisdiction. Where a Supply Agreement names a governing law and venue, that choice applies and the venue is exclusive.

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18.6Electronic communication and notices. A reference to writing includes email. Orders, notices, and approvals may be given by email to the addresses notified by the parties from time to time. A notice is received on transmission if sent by email during business hours at the recipient's location, and otherwise on the next Business Day.

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18.7Mandatory law. Nothing in the Agreement excludes, restricts or modifies any liability, guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, restricted or modified. Any exclusion, limitation of liability, time limit or remedy in the Agreement applies only to the maximum extent permitted by applicable law.

19. DEFINITIONS

In these Terms, the following definitions apply:

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Acceptable Quality Limits means the sampling method and critical, major and minor defect levels in the Grounded Quality Standard, or as otherwise specified in the applicable Sales Order or Supply Agreement.

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Agreement means these Terms, together with any applicable Supply Agreement and any Sales Orders.

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Business Day means a day other than a Saturday, Sunday, or public holiday in the jurisdiction of the Delivery Location.

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Certification Mark has the meaning given in clause 11.1.

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Confidential Information means the existence and terms of the Agreement and all non-public information about a party's business, products, technology, pricing, forecasts, customers or operations disclosed in connection with the Agreement, including Product Specifications and documentation.

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Customer means the person or entity named as the Customer in any Sales Order or Invoice, including any person acting on behalf of and with the authority of the Customer.

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Customer Artwork means artwork, designs, logos, copy, or other content provided by the Customer for use on or in connection with the Products.

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Customer Portal means the Grounded online platform through which Customers may place Orders, request draw-downs, and manage their accounts.

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Default has the meaning given in clause 16.1.

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Delivery / Delivered means when Grounded places the Products at the Customer's disposal at the Delivery Location in accordance with the applicable Incoterm.

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Delivery Location means the location for delivery specified in the Sales Order.

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Draw-down Stock has the meaning given in the applicable Supply Agreement.

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Force Majeure Event has the meaning given in clause 9.1.

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Grounded means Grounded Packaging Pty Limited (ABN 31 626 046 491, Australia), Grounded Packaging Limited (New Zealand), Grounded Packaging (UK) Limited (Company No. 12534363, United Kingdom), or Grounded Packaging Inc. (Delaware, United States), as identified in the applicable Sales Order under clause 1.4.

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Grounded Quality Standard means the Grounded Quality Standard document issued by Grounded, in the version current at the date Grounded accepts the relevant Order, and provided to the Customer on request.

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Incoterm means a trade term as defined in Incoterms 2020, published by the International Chamber of Commerce.

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Invoice means a valid tax invoice issued by Grounded to the Customer in respect of a Sales Order.

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Latent Defect means a defect in the Products that is not reasonably discoverable on visual inspection at the time of Delivery, including (without limitation) seal integrity failures, barrier performance issues, and delamination.

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Price means the price of the Products as set out in the Sales Order or as otherwise agreed in writing.

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Product Specifications means the specifications for the Products, including design details, material composition, dimensions, and intended use, as agreed in writing between the Customer and Grounded and set out in the Sales Order or a Supply Agreement.

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Production Variation Allowance means the permitted variance between the quantity ordered and the quantity delivered, as specified in the applicable Sales Order or, where not specified, the Standard Tolerance of +/- 10% in clause 7.1.

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Products means the specific products to be provided by Grounded to the Customer as detailed in the applicable Sales Order.

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Sales Order means the confirmation of a Customer's order for Products, issued by Grounded or generated through the Customer Portal, including any proforma invoice.

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Standard Tolerances means the tolerances in the table in clause 7.1.

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Supply Agreement means a written agreement between Grounded and the Customer governing the ongoing supply of Products, which incorporates and may override these Terms.

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Terms means these Terms and Conditions of Sale, as amended from time to time.

20. MANAGED INVENTORY AND DRAW-DOWNS

20.1This clause applies where Grounded holds stock for the Customer under a Supply Agreement. Grounded does not hold managed inventory under a Sales Order alone.

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20.2Draw-down requests must be made through the Customer Portal or by email with at least 72 hours' notice before the requested dispatch. Grounded does not guarantee dispatch within a shorter period.

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20.3Where the Customer arranges its own collection, the draw-down must be collected in full. Partial collections incur additional warehouse charges. Failed or incomplete collections arranged by the Customer incur re-delivery charges, and Grounded is not liable for resulting delays or duplicate costs.

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20.4Outbound delivery from the warehouse is charged per the applicable rate card at the time of draw-down and is invoiced with the draw-down.

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20.5Stock held for the Customer is Draw-down Stock. The Customer's obligation to purchase Draw-down Stock on termination is as stated in the Supply Agreement.