Terms and Conditions of Sale

Version: April 2026

Effective date: 1 April 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 should be read as plain-English commercial terms. Defined terms are set out in clause 19.

1.  AGREEMENT

1.1  All 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. Where a Supply Agreement exists between Grounded and the Customer, that Supply Agreement prevails over these Terms to the extent of any inconsistency. In the event of any other inconsistency, the terms of the Sales Order prevail, followed by these Terms.

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1.2  The Customer accepts these Terms by placing an Order through any channel accepted by Grounded (including in writing, via the Customer Portal, or by confirming a Sales Order or proforma invoice). Where a deposit is required, acceptance is weffective on payment of that deposit. Where no deposit is required, acceptance is effective on submission of the Order or written confirmation of the Sales Order.

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1.3  In the event of inconsistency between a Sales Order and these Terms, the Sales Order prevails.

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1.4  Grounded may update these Terms at any time by publishing a revised version on its website. 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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1.5  Contracting 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. Where no entity is specified, the contracting entity is the Grounded entity registered in the jurisdiction of the Customer's Delivery Location.

2.  ORDERS

2.1  Where 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.

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2.2  Any 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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2.3  All 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.

3.  PRICING

3.1  The 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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3.2  Unless 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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3.3  Where 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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3.4  Price 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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3.5  Confirmed 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 without penalty.

4.  PAYMENT

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

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4.3  All 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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4.4  Late 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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4.5  Grounded 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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4.6  Where 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.

5.  DELIVERY AND RISK

5.1  Any 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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5.2  Delivery 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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5.3  Subject 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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5.4  Grounded 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.

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

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5.5.1  within 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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5.5.2  within 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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5.6  Grounded will record the finalised quantities included in each consignment in the final Invoice issued before Delivery. The quantity recorded by Grounded is conclusive evidence of the quantity received by the Customer unless the Customer can provide conclusive evidence proving the contrary.

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5.7  The 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, a default allowance of +/- 20% shall apply. 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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5.8  Where 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.

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5.9  Products 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

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

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6.2  While 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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6.3  To 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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6.4  The 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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6.5  If 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

7.1  Subject to clause 7.8, Grounded warrants that Products supplied under the Agreement will comply in all material respects with the Product Specifications and will meet the Acceptable Quality Limits. The applicable Acceptable Quality Limits are those published by Grounded and made available to the Customer on request, unless different limits are specified in the Sales Order, in which case the Sales Order limits apply.

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7.2  Subject to clause 7.1 and to the maximum extent permitted by law, Grounded expressly excludes all warranties, descriptions, representations, or conditions, whether express or implied, whether under statute or otherwise, in respect of the Products, including (without limitation) any implied warranty of merchantability, fitness for a particular purpose, or satisfactory quality. The Customer acknowledges that it is acquiring the Products for the purpose of a business and that consumer warranties, guarantees, or conditions imposed by law do not apply.

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7.3  Grounded 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.

7.4  The 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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7.5  If 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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7.6  Where 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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7.7  Sole 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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7.8  The 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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7.9  If Grounded determines (acting reasonably) that the Products meet the Product Specifications and the Acceptable Quality Limits have not been breached, the Customer will reimburse Grounded for any reasonable costs incurred in considering the claim and inspecting the Products.

8.  PRODUCT RECALL

8.1  If 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.

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

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8.3  The 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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8.4  Recall 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.  LIMITATION OF LIABILITY

9.1  Force majeure.  Grounded shall not be liable for any failure to comply with the Agreement if that failure arises as a result of any event beyond its reasonable control, including (without limitation) accident, machinery or equipment breakdown, industrial action, material shortages, fire, flood, war, terrorism, public disturbance, government action or regulation, pandemic, national or local health emergency, port disruption, border closure, or natural disaster (each, a Force Majeure Event).

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9.2  Liability cap.  Grounded's maximum aggregate liability under or in connection with the Agreement (whether in contract, tort including negligence, statute, or otherwise) shall be limited to the value of the Sales Order giving rise to the claim.

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9.3  Grounded will not be 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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9.4  Grounded shall not be liable for any costs, damages, or losses incurred by the Customer or any third party as a result of any action taken by Grounded in exercising its rights under clause 6.

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9.5  Customer 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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9.6  Customer 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

10.1  Grounded 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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10.2  The 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.

11.  CERTIFICATION MARKS

11.1  Products 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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11.2  Where 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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11.3  Where 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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11.4  The 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

12.1  Product 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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12.2  The 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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12.3  Grounded 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

13.1  The existence and terms of the Agreement, and all information regarding Grounded and its Products (including Product Specifications), technology, pricing, and documentation (Confidential Information) is confidential. The Customer may not use, disclose, or reproduce any Confidential Information other than as required for the purposes of the Agreement, as permitted in writing by Grounded, or as strictly required by law.

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13.2  Nothing 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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13.3  The rights, title, and interest in any Customer Artwork supplied by the Customer remain the property of the Customer.

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

14.  CUSTOMER PORTAL

14.1  Where 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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14.2  Pricing, 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.

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

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14.4  The 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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14.5  Orders 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.

15.  DATA AND PRIVACY

15.1  Personal 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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15.2  The 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

16.1  Termination 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 14 days of receiving written notice specifying the breach; or (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 (each, a Default).

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16.2  Termination for convenience.  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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16.3  Termination of the Agreement shall automatically terminate all Sales Orders in existence at the date of termination unless otherwise specified in the notice of termination. On termination by Grounded for Default, all amounts payable in respect of Products delivered up to the date of termination are immediately due and payable.

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16.4  Survival.  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 (Limitation of Liability), 10 (Technical Advice and Artwork), 11 (Certification Marks), 12 (Sustainability and Product Claims), 13 (Confidential Information and Intellectual Property), or any other clauses which are intended by their nature to survive termination.

17.  DISPUTES

17.1  Where 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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17.2  If 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

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18.2  Assignment.  The Customer is not permitted to assign any of its rights or obligations under the Agreement without the prior written consent of Grounded. A change in the Customer's effective ownership or control will be deemed an assignment for the purposes of this clause. Grounded may assign, transfer, licence, or subcontract any or all of its rights and obligations under the Agreement (including any Customer indebtedness) by notice to the Customer without requiring the Customer's consent.

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18.3  Severability.  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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18.4  No 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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18.5  Governing law.  The Agreement is governed by the laws of the jurisdiction in which the contracting Grounded entity (as identified under clause 1.5) 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 non-exclusive jurisdiction of the courts of the applicable jurisdiction.

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18.6  Electronic communication.  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.

19.  DEFINITIONS

In these Terms, the following definitions apply:

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Acceptable Quality Limits means the quality thresholds published by Grounded and made available to the Customer on request, or as otherwise specified in the applicable Sales Order.

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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 has the meaning given in clause 13.1.

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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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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 1.5.

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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.

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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, +/- 10% (see clause 5.7).

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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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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.

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End of Terms and Conditions of Sale

‍18.1  Entire 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.