Terms and Conditions

Definitions & Interpretation

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

Business Day means a day other than a Saturday, Sunday or bank or public holiday;

Buyer means any person or legal entity purchasing Goods and/or Services from Cambrian Packaging under these terms and conditions;

Cambrian Packaging: Cambrian Marketing Limited (company number 07289055) and Cambrian Mouldings Limited (company number 07289081), together trading in partnership as Cambrian Packaging of 32 Mochdre Industrial Estate, Newtown, Powys SY16 4LE;

Cambrian Packaging personnel means all employees, officers, staff, other workers, agents and consultants of Cambrian Packaging and any of its sub-contractors who are engaged in the performance of the Services, from time to time;

Conditions means Cambrian Packaging’s terms and conditions of sale as set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between Cambrian Packaging and the Buyer;

Contract the contract between Cambrian Packaging and the Buyer for the sale and purchase of the Goods and/or supply of the Services, incorporating these Conditions;

Confidential Information means any information that would be regarded as confidential by a reasonable business person including, but not limited to, commercial, financial or technical information, information relating to the Goods, Specifications, plans, intentions, suppliers, customers, market opportunities, know-how, designs, software or trade secrets which is obviously confidential or has been identified as such, or which is developed or derived by a party in performing its obligations under, or otherwise pursuant to the Contract;

Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of Cambrian Packaging;

Data Protection Laws means, as binding on either party or the Deliverables: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Subject shall have the meaning in applicable Data Protection Laws from time to time;

Deliverables means the Goods or Services or both as the case may be;

Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Cambrian Packaging’s or its suppliers’ workforce, but excluding the buyer’s inability to pay or circumstances resulting in the Buyer’s inability to pay;

GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;

Goods means the goods Cambrian Packaging provides to the Buyer under these Conditions;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, (c)including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future, (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;

International Organisation has the meaning given in the applicable Data Protection Laws from time to time;

Location means the address for delivery of the Goods as set out in the Order;

Modern Slavery Policy means Cambrian Packaging’s anti-slavery and human trafficking policy in force and notified to the Buyer from time to time;

MSA Offence has the meaning given in clause 11.1.1;

Order means the Buyer’s order for the Deliverables as set out in clause 2;

Order Acknowledgement means the acceptance in writing by Cambrian Packaging to the Buyer confirming the Order as more specifically set out in clause 2.5;

Personal Data has the meaning given in the applicable Data Protection Laws from time to time;

Personal Data Breach has the meaning given in the applicable Data Protection Laws from time to time;

Price means the price quoted by Cambrian Packaging to the Buyer, exclusive of delivery costs and VAT as more specifically set out in clause 2;

Processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);

Processor has the meaning given to it in applicable Data Protection Laws from time to time;

Protected Data means Personal Data received from or on behalf of the Buyer in connection with the performance of Cambrian Packaging’s obligations under the Contract;

Services means the services set out in the Order or understood by the parties to be included in the Services and to be supplied by Cambrian Packaging to the Buyer (and which shall include but is not limited to) actions that materially change the Goods from the form in which it was originally manufactured;

Specification means the specification supplied by the Buyer to Cambrian Packaging for Cambrian Packaging to carry out bespoke work in accordance with it;

Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Cambrian Packaging for carrying out any processing activities on behalf of the Buyer in respect of the Protected Data; and

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

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