1. Access to this website and the use of the information which appears on it ('the contents') are governed by the following terms and conditions. These Terms and Conditions are important and they may affect your rights. Please take time to read them carefully each time you visit this website.
2. The viewing of this website may not be lawful in certain jurisdictions. Any person resident outside of the United Kingdom who wishes to view this website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. If you are not permitted to view this website, or are in any doubt as to whether you are permitted to view this website, you must exit this website.
3. Reference in these Terms and Conditions to 'Devro', 'we', 'our' or 'us' is to Devro plc, a company registered in Scotland; Registered Number 129785; Registered Office Address: Moodiesburn, Chryston, G69 0JE.
4. The contents are published solely for the purpose of providing general information about Devro plc. The contents are published by Devro in good faith and have been taken from sources believed by them to be reliable. We have not verified all of the contents. We do not represent that the contents are accurate, complete or fair and they should not be relied on as such. We do not accept any liability for loss or damage arising from any inaccuracy or omission in or the use of or reliance on the contents. The contents, and any opinions and estimates expressed therein are subject to change by us without notice.
5. The contents do not constitute advice or any offer to sell or invitation to buy, or investment advice in respect of, any securities and must not be relied upon in connection with any investment decision. Before making any investment decision, or exercising any right attaching to a share or other security, you should seek appropriate advice from a lawyer, stockbroker or independent financial adviser (in each case qualified and authorised, as appropriate, in your jurisdiction). Investors should note that the value of an investment in Devro plc and the income therefrom may fall as well as rise and they may not get back the amount originally invested.
6. Certain hypertext links in this website will lead to other websites which are not under our control. When you activate any of these you will leave the Devro website and we give no endorsement of nor accept responsibility or liability in respect of the content or privacy practices of such websites or any products or services offered through such websites.
7. We make no representation that this website is free from infection by viruses or anything else that has contaminating or destructive properties.
8. The foregoing exclusions of liability shall not apply to any damages arising from fraudulent misrepresentation from, or death or personal injury caused by our negligence or that of any person for whom we are responsible.
9. These Terms and Conditions shall be governed and construed in accordance with Scots Law. When you use the website you accept that your use thereof shall be governed by the laws of Scotland and if any dispute arises as to your use of this website, you agree to allow such dispute to be heard in the Scottish courts. If any provisions of these Terms and Conditions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
10. The copyright and all other proprietary rights in this website and the contents belong to Devro plc or its licensors. Except for the making of a reasonable number of hard copy prints for your own personal use only or the use of others in your organisation (or downloading any of the contents for personal use or the use of others in your organisation only provided that you retain all copyright and proprietary notices), any of the contents on this website may not be copied, reproduced, transmitted, distributed or displayed, by any means, without the express prior written consent of Devro.

1. GENERAL
   The following Standard Terms and Conditions are applicable to all quotations and orders between Devro Inc. (“Seller”) and any buyer (“Buyer”) of products of Seller and are the only terms and conditions, oral or written, applying to the sale of products to Buyer except for additional terms consistent with these Standard Terms and Conditions on prices, quantities, delivery schedules, and the description and specifications of the products as set forth in an order form accepted in writing by Seller (collectively, the “Agreement”). Seller hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgment, invoice, transmittal or other document provided by Buyer. Seller’s failure to object to any provision contained in a document or communication from Buyer shall not be a waiver of these Standard Terms and Conditions. ALL SALES OF SELLER’S PRODUCTS ARE EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF THESE STANDARD TERMS AND CONDITIONS. NOTWITHSTANDING ANYTHING IN BUYER’S PURCHASE ORDER, ACKNOWLEDGMENT, CONFIRMATION, OR SIMILAR DOCUMENT, BUYER SHALL BE CONCLUSIVELY PRESUMED TO HAVE ACCEPTED THESE STANDARD TERMS AND CONDITIONS UPON BUYER’S RECEIPT HEREOF WITHOUT PROMPT WRITTEN OBJECTION HERETO OR UPON BUYER’S ACCEPTANCE OF ALL OR ANY PART OF THE PRODUCTS ORDERED.
2. PRICES; TAXES AND FEES
   All prices, whether shown in a price list or an order confirmation, or otherwise quoted or agreed upon, are subject to change without notice at any time prior to actual delivery of the products. Unless otherwise expressly provided by Seller, prices do not include sales, excise, privilege, use, value-added or other similar taxes now in effect or hereafter levied, transportation charges (such as freight, insurance, shipping, storage, handling, demurrage or similar charges), special packaging, marketing or testing, and Buyer shall pay all such charges, including applicable sales or other taxes levied with respect to the products and this Agreement (unless exempt therefrom), as well as any government fees levied, upon receipt of the related invoice from Seller and in accordance with this Agreement. In the event that any of the foregoing charges are specifically included in the purchase price of the products, any charges attributable to increases in applicable rates after the date such price is quoted to Buyer shall be added to the price. Such charges or taxes imposed on Seller or which Seller has a duty to collect in connection with the sale or delivery of the products in accordance with this Agreement shall be paid by Buyer and will appear as separate items on Seller’s invoice.
3. TERMS OF PAYMENT
   Buyer shall pay the invoiced amount in full within thirty days from the date of such invoice. Subject to limitations imposed by applicable law, if payment is not received in full by the due date, a late charge will be added at the rate of 2% per month (or the maximum legal amount, if less) on the unpaid balance from the due date thereof. Said late charge shall be paid in addition to the contract price and shall continue to be paid until Seller receives the full purchase price. Buyer shall not, without Seller’s written agreement thereto, be entitled to deduct, counterclaim or set off against the price of any products, or against any other amount owing under this Agreement including under any invoice, any claim or alleged claim arising out of this Agreement or any other transaction with Seller. If Buyer’s financial responsibility shall become unsatisfactory to Seller at any time and for any reason, Seller shall have the right, in addition to whatever other rights Seller may have at law or equity, to require payment in advance or to obtain satisfactory security from Buyer before making any further deliveries. In case any payment is not made when due, Seller shall have the right, in addition to its other remedies, to seek specific performance of this Agreement, suspend any further deliveries, alter payment terms, or terminate this Agreement. Approval of credit for one or more deliveries shall not be deemed a waiver of this provision.
4. DELIVERY
   The delivery dates provided are estimates only and are subject to change or cancellations. Seller may elect to deliver the products in installments, with each installment being considered a separate sale and invoiced as such, and Buyer shall timely pay each invoice. Any products indicated at any time as back-ordered shall be considered an installment delivery. The products shall be delivered F.O.B. Seller’s shipping point, and title to each shipment of products sold hereunder and the risk of loss thereon shall pass to Buyer upon such delivery. In the absence of shipping and packing instructions, Seller shall use its own discretion in choice of carrier and method of packing. Seller reserves the right to over-ship or under-ship products by up to 15%. Seller shall not be liable for any delay in the shipment or delivery or inability to complete the performance of the contract where the delay or inability is directly or indirectly the result of any of the following causes: fire, flood, storm or any other act of God, accident, riot, acts of terrorism or war, governmental acquisition or order, strikes or other labor disturbance, shortage in the supply of labor or materials, unavailability of transportation, inability to obtain fuel, material, equipment or parts, or any cause or causes beyond Seller’s reasonable control.
5. ACCEPTANCE
   Buyer shall accept any delivery of conforming products ordered by Buyer. Buyer shall be deemed to have accepted delivered products unless Buyer gives Seller notice in writing stating with specificity all defects and nonconformities upon which Buyer will rely to support its rejection (i) in the case of defects discoverable through inspection, within seven days after receipt of the product or (ii) in the case of defects not discoverable through inspection, within thirty days or other reasonable time established by Seller after receipt of the product. Failure to so act shall constitute an irrevocable acceptance by Buyer of the product. ALL DEFECTS AND NON-CONFORMITIES WHICH ARE NOT SPECIFIED ARE WAIVED. If Buyer rejects any delivery of the products, Buyer shall return them to Seller, pursuant to Seller’s direction. No products may be returned without Seller’s express written approval in advance of return. Notwithstanding anything to the contrary, when any products shall have been altered from their original state, Buyer shall be deemed to have accepted such products. Buyer’s acceptance of products delivered under this Agreement shall be final and irrevocable. No attempted revocation of acceptance shall be effective, and Buyer shall be limited to the remedies specifically provided in this Agreement.
6. PACKAGING; ARTWORK
   Prices are based on Seller’s standard packaging. Seller reserves the right to package the products in pallets, bulk or individual cartons. Packaging will be standard commercial packaging and acceptable to commercial carriers. Special customer packaging will be furnished only when specified and expressly agreed to by Seller, and the cost thereof shall be borne by Buyer. All artwork and labeling used by Seller for the products shall be provided to Seller by Buyer. Buyer shall pay for the cost of any and all artwork, labeling proofs, printing plates and dies to be used in the production of labeling the product. Buyer represents and warrants that the artwork provided to Seller shall not infringe on any third party’s intellectual property rights, including, but not limited to, copyright, trademark or trade name, and Buyer further represents that all artwork provided to Seller shall comply with all applicable laws. Buyer shall indemnify, defend and hold harmless Seller and Seller’s parent, subsidiary and affiliate companies, and their respective shareholders, officers, directors, employees, representatives, and agents (collectively, the “Seller Parties”), from and against any and all third party claims, damages and expenses (including reasonable attorneys fees) arising out of any actual or alleged infringement or violation of any copyright, 2 trademark or other proprietary rights asserted against Seller as a result of Seller’s use of the artwork provided by Buyer.
7. WARRANTY
   Seller warrants to Buyer that the products sold hereunder are free from defects in material and workmanship for six months following the date of delivery. EXCEPT FOR THE WARRANTIES IN THE IMMEDIATELY PRECEDING SENTENCE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. Seller’s warranty is conditioned upon the following: (i) Buyer delivering written notice of its claim under this clause to Seller within such warranty period, but not later than fifteen days after discovery of the defect which is the basis for its claim; (ii) Buyer delivering the alleged defective products to Seller F.O.B. Seller’s factory within thirty days after such written notice; and (iii) Seller determining (in its sole discretion) that such goods are defective and have not been subject to accident, abuse, neglect or misuse, and have been maintained in accordance with Seller’s recommendations and specifications.
8. LIMITATIONS ON REMEDIES AND SELLER’S LIABILITY
   SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS PRODUCTS SHALL BE LIMITED TO, AT SELLER’S OPTION, REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS OR SELLER’S REIMBURSEMENT OF THE PURCHASE PRICE OF SUCH NON-CONFORMING PRODUCTS. SELLER SHALL NOT HAVE ANY LIABILITY FOR LIQUIDATED DAMAGES, PENALTIES, FEES, OR FOR COLLATERAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF USE, INCOME OR PROFITS. THE AGGREGATE TOTAL LIABILITY OF ALL DAMAGES ARISING UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE CONTRACT PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM (OR CLAIMS) OF LIABILITY. Buyer shall indemnify, defend and hold harmless the Seller Parties from and against any and all third party claims, damages, and expenses (including reasonable attorneys fees) arising out of Buyer’s or its employees’, customers’ or agents’ use, storage, sale, processing or other disposition of the products. Additionally, Seller shall have no liability for an improper use, storage, sale, processing or other disposition of the products by Buyer or its employees, customers or agents.
9. PROPRIETARY RIGHTS
   All confidential and proprietary information of Seller, including its trade secrets, furnished or acquired by Buyer in connection with this Agreement, including but not limited to any formula, design, manufacturing methods or processes, or treatment and composition of materials, shall be kept confidential by Buyer, and not disclosed to third parties without Seller’s express written permission. Buyer shall not use any such data, in whole or in part, or the products, to copy, replicate or manufacture (or enable manufacture by itself or any third party) the products.
10. SECURITY INTEREST
    To secure prompt payment of the purchase price for the products, Buyer hereby grants to Seller a purchase money security interest in the products purchased from Seller and all proceeds thereof (the “Collateral”). Buyer agrees to execute and deliver to Seller UCC financing statements, together with any and all documents, and shall take such other action, as may be required to perfect Seller’s security interest in the Collateral.
11. COSTS OF COLLECTION
    If, at any time, Seller incurs legal expenses or other costs or expenses in connection with (i) any litigation, contest, suit, dispute, proceeding or action in any way relating to collection of the purchase price or the Collateral; (ii) any attempt by Seller to enforce any rights of Seller against Buyer or any other person which may be obligated to Seller hereunder; or (iii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or dispose of the Collateral, then, in any such event, the expenses and costs (including attorneys fees) relating to any of the foregoing events or actions shall be payable by Buyer upon demand by Seller and shall be considered additional obligations hereunder secured by the Collateral.
12. CANCELLATIONS, TERMINATION
    After shipments have been scheduled, Buyer may not cancel or postpone a scheduled shipment unless Buyer submits a request in writing, and Seller consents by issuing a new formal acknowledgment. Any request by Buyer to cancel or to reschedule a shipment of any product may be rejected as untimely or, at Seller’s option, may be accepted upon payment of the appropriate cancellation charge or rescheduling charge. If Buyer refuses to accept deliveries of the products sold, or is otherwise in default under or repudiates all or any part of the contract, or advises Seller that it will default in the performance of any of its obligations, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor’s relief for Buyer, then, in addition to any and all remedies allowed by law, Seller, without notice, may pursue any of the following remedies: (i) bill and declare due and payable all delivered products under the Agreement, (ii) cease performance of its obligations and defer shipment under the Agreement until such default, breach or repudiation is removed, (iii) cancel any undelivered portions of the products, or (iv) recover products in transit, retrieve delivered products, or repossess products stored by Seller for Buyer’s account. The foregoing remedies and all rights granted to Seller in this Agreement and by law or equity are cumulative, provided Seller shall be entitled to only a single full recovery.
13. REGULATORY COMPLIANCE
    Buyer and Seller acknowledge and agree that the products sold hereunder are manufactured pursuant to U.S. Food and Drug Administration regulations and guidelines, and when and as sold to Buyer are not subject to regulation by the U.S. Department of Agriculture (“U.S.D.A.”). Buyer is solely responsible for compliance with U.S.D.A. regulations and all other governmental or industry regulations applicable to Buyer’s use of the products.
14. MISCELLANEOUS
    This Agreement does not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever. No change or modifications shall be allowed to the Agreement without the expressed written permission of the Seller. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, but it shall not be assigned in whole or part by either party without written consent of the other; provided, however, that Seller may assign the Agreement in connection with a merger, a sale of all or substantially all of its assets or a reorganization without the consent of Buyer. Waiver by Seller of any provision of the Agreement or of a breach by Buyer of any provision of the Agreement shall not be deemed a waiver of future compliance with the Agreement and such provision, as well as all other provisions of this Agreement, shall remain in full force and effect. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted herefrom and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. This Agreement shall be governed by the laws of the State of South Carolina. The exclusive jurisdiction for all disputes arising out of or relating to this Agreement shall be the state and federal courts located in Columbia, South Carolina.

1. GENERAL
   THIS PURCHASE ORDER TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) CONSTITUTE THE ONLY TERMS AND CONDITIONS UPON WHICH DEVRO, INC. (“BUYER”) IS WILLING TO ORDER THE GOODS AND/OR SERVICES IDENTIFIED ON ANY BUYER PURCHASE ORDER (THE “GOODS”) FROM THE ADDRESSEE IDENTIFIED ON SUCH PURCHASE ORDER (“SELLER”).
2. OFFER, ACCEPTANCE
   Buyer’s order to purchase the Goods (the “Purchase Order”) is an offer and is not an acceptance of any offer by Seller to sell the Goods. Seller’s acceptance of the Purchase Order is expressly limited to the Terms and Conditions. Any terms and conditions proposed by Seller in Seller’s acceptance, acknowledgment, invoice, transmittal, or any other document that are different from, conflict with, or add to the Terms and Conditions will be deemed to materially alter the Terms and Conditions and are hereby unconditionally objected to and rejected by Buyer. Acceptance of the Purchase Order, including the Terms and Conditions, both or either of which may be delivered to Seller in electronic form, will occur upon the first to occur of any of the following events: (i) when Buyer receives written acknowledgment that Seller has accepted the Purchase Order, or (ii) when Buyer is aware that Seller has commenced performance thereunder.
3. MODIFICATION
   No modification of the Terms and Conditions will be undertaken or valid without the prior written authorization of Buyer. Buyer may at any time, by giving written notice to Seller, modify the Purchase Order specifications, designs, drawings, packaging, methods of shipment, quantities, place of delivery, or delivery schedules. If any such modification causes an increase or decrease in the cost of or the time required for Seller’s performance, an equitable adjustment may be made in the price or delivery schedule, or both, provided Buyer agrees to such adjustment by written approval given (10) business days from the date Buyer receives Seller’s request therefor and any additional documentation that Buyer may request. Nothing contained in this Section will relieve Seller from proceeding without delay to perform the Purchase Order as modified.
4. DELIVERY
   Seller will deliver the Goods to Buyer on the time(s) and date(s) shown in the Purchase Order. Time is of the essence. If delivery is not made by the scheduled delivery date, Buyer reserves the right to cancel delivery and to purchase elsewhere and hold Seller accountable for any excess cost resulting therefrom. Substitutions outside of normal accepted standards and advance and excess shipments may at Buyer’s option be rejected and returned to Seller at Seller’s expense. All shipments will be delivered to the destination specified in the Purchase Order and otherwise in accordance with the Purchase Order and Seller shall retain all risk of loss or damage to the Goods until delivery of the Goods at such specified destination.
5. PREMIUM SHIPMENTS
   If Seller’s acts or omissions result in Seller’s failure to meet Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the Goods than the transportation method originally specified by Buyer, then at Buyer’s option Seller will (i) promptly reimburse Buyer the difference in cost between the more expeditious method and the original method, (ii) allow Buyer to reduce its payment of Seller’s invoice by such difference, or (iii) ship the Goods as expeditiously as possible at Seller’s expense and invoice Buyer for the amount which Buyer would have paid for normal shipment.
6. INSPECTION, TESTS, AND QUALITY ASSURANCE
   The Goods will be subject to inspection and testing by Buyer at all reasonable times and places, including Seller’s facilities. It is expressly agreed that inspections and/or payments prior to, at the time of, or after delivery do not constitute a final acceptance of the Goods. Any inspection, discovery of any breach of warranty, failure to make an inspection, or failure to discover any breach of warranty does not constitute a waiver of any of Buyer’s rights or remedies whatsoever. Goods rejected as not conforming to the Purchase Order or as otherwise deemed defective, will be returned to Seller at Seller’s expense, including transportation and handling costs. Defective Goods shall not be replaced by Seller unless authorized to do so in writing by Buyer.
7. WARRANTIES; DISCLAIMER
   Seller warrants that the Goods will conform to applicable specifications, instructions, drawings, data, and samples, will be merchantable, will be of good material and workmanship and free from defects, and that the Goods will be fit and sufficient for the purposes intended, if such intent is known to Seller, and that the Goods will be free from all liens, encumbrances, and patent, trademark, copyright, trade secret, or other intellectual property right infringements or claims. These warranties are in addition to all other warranties, express or implied, and survive acceptance of and payment for the Goods by Buyer, its successors, assigns, customers, and users of its products. The warranties of Seller will not be excluded or limited in any manner whatsoever unless expressly authorized in writing by Buyer.
8. PRICE
   The Goods will be supplied at the price set forth in the Purchase Order and in no instance will Buyer be liable to Seller in excess of such price, less any applicable discounts and/or other deductions, and no interest or other charge will be recognized or paid by Buyer upon the Purchase Order or resulting invoice, whether claimed by reason of late payment or otherwise. The price set forth in the Purchase Order for the Goods is inclusive of all charges, including without limitation for packing, containers and cartage, except as otherwise specifically provided in the Purchase Order.
9. RIGHTS OF SETOFF
   Buyer’s obligation to pay the price set forth in the Purchase Order will be subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment for any reason whatsoever.
10. CONFIDENTIALITY
    All information (including, but not limited to, information subject to separate confidentiality agreements between Seller and Buyer), intellectual property, designs, drawings, know-how, methods, marketing strategies, specifications, prices, costs, business plans, purchasing data, research and development data, customer lists or information, and other data (collectively, “Confidential Information”) furnished by Buyer to Seller, or otherwise learned by Seller as a result of its relationship with Buyer, is proprietary to Buyer, and Seller agrees to keep all such Confidential Information confidential and use such Confidential Information only as necessary in order to fulfill Seller's obligations to Buyer under the Purchase Order. Seller further agrees to return to Buyer all Confidential Information, including all copies thereof made by or for Seller, upon Buyer's request. Excess inventory of Goods made by or for Seller (and not purchased by Buyer) with the use of Buyer’s Confidential Information, Buyer’s trademarks or trade names, or trademarks or trade names of Buyer’s customers, will be destroyed by Seller at Seller’s expense. Seller will not in any manner advertise or publish the fact that it has furnished or contracted to furnish to Buyer the Goods without prior written consent of Buyer. Seller will not have the right under any circumstance to use the name of Buyer as its own or hold itself out in a manner that would lead a third party to reasonably believe Seller is acting as or on behalf of Buyer.
11. SUBCONTRACTORS
    Seller will inform Buyer in writing of any third parties to whom Seller subcontracts any of the work required under the Purchase Order specifying in detail the work that had been subcontracted to such third party. Seller will ensure that any third party to whom Seller subcontracts any of the work hereunder is bound by all the Terms and Conditions relating to such work to which Seller is bound under the Purchase Order. Seller will nevertheless remain liable under the Terms and Conditions for all work performed by the subcontractor as if it had been performed by Seller even if Buyer has consented to such subcontracting under Section 18 hereof.
12. TERMINATION
    Buyer may terminate performance of the work under the Purchase Order, in whole or in part, for any reason or no reason, by written notice to Seller, without incurring any liability to Seller other than as specifically set forth in this Section. Upon receipt of such notice, Seller will immediately discontinue all work and the placing of all orders for material, facilities, and supplies pursuant to the Purchase Order. Upon termination by Buyer under this Section, Buyer will negotiate payment to Seller based on Seller’s non-recoverable, reasonable, and actual documented costs and expenses; in no case, however, will payments made under this Section exceed the aggregate price specified in the Purchase Order, less payments otherwise made or to be made. Nothing contained in this Section will be construed to limit or affect any rights or remedies that Buyer may have against Seller.
13. FORCE MAJEURE
    Buyer will have the right to suspend shipments from Seller hereunder and refuse to accept delivery of the Goods, without incurring any liability to Seller, in the event of war, riot, flood, acts of God, terrorist acts, fire, court order, strike, work stoppage, act of governmental authority, or other causes beyond Buyer’s control.
14. CANCELLATION, DEFAULT
    If Seller fails to perform as specified in the Purchase Order or breaches any of the Terms and Conditions, Buyer reserves the right, without incurring any liability to Seller, and upon giving Seller written notice, to: (i) cancel the Purchase Order in whole or part, and Seller will be liable to Buyer for all damages, losses, and liability incurred by Buyer directly or resulting from Seller’s breach; (ii) obtain the Goods ordered herein from another source, with any excess cost resulting therefrom chargeable to Seller; (iii) setoff or reduce all claims for money due or to become due from Buyer to Seller to the extent Buyer is damaged by Seller’s failure to perform; or (iv) repair any defective merchandise and charge Seller for the expense involved when, in Buyer’s opinion, the cost to Seller would be less than replacement. The remedies herein provided will be cumulative and in addition to any other remedies provided at law or in equity. Buyer’s failure to insist on performance of any of the Terms and Conditions or to exercise any right or privilege, or Buyer's waiver of any breach hereunder, will not be treated as a future waiver of any provision of the Terms and Conditions, whether of the same or similar type. If Seller’s financial condition is found to be or becomes unsatisfactory to Buyer during the term of the Purchase Order, Buyer reserves the right, without incurring any liability to Seller, to cancel the Purchase Order by written notice and receive a refund of any deposits, down payments or other advance payment (except for goods or services already delivered). Buyer also reserves the right similarly to terminate all other contracts covering purchases by Buyer of Seller’s products or services whether or not Seller may otherwise be in default, and no rights will accrue to Seller against Buyer on account of such termination. The foregoing rights of Buyer are in addition to, and not in lieu of, any rights Buyer may possess under §2-609 of the Uniform Commercial Code.
15. INDEMNIFICATION
    Except to the extent that any injury or damage is due solely to Buyer’s gross negligence, Seller agrees to indemnify and hold harmless Buyer, its successors, assigns, customers, and users of its products against all claims, suits at law or in equity, recall campaigns or other corrective service actions and from all damages, claims and demands in any other manner arising out of or alleged to have resulted directly or indirectly from the Goods (collectively, the “Claim”), and, when notified will, at Buyer’s sole option, either defend the Claim at its own expense with counsel of Buyer’s choosing or reimburse Buyer’s expenses, attorneys’ fees and all other costs and liabilities whatsoever for defending such Claim. The foregoing indemnification shall apply whether the damage is caused by the sole or concurrent negligence of Seller.
16. INTELLECTUAL PROPERTY
    Seller will indemnify and save and hold harmless Buyer, its successors, assigns, customers, and users of its products, and Buyer’s officers, employees, and agents, from and against all costs, losses, expenses, damages, claims, suits, or any liability whatsoever, including attorneys’ fees, resulting from any claim that the manufacture, use, sale or resale of the Goods infringe any patent, copyright, trademark, trade secret or other intellectual property rights; and Seller when notified will, at Buyer’s sole option, either defend any action or claim of such infringement at its own expense with counsel of Buyer’s choosing, or reimburse Buyer’s expenses, attorneys’ fees and all other costs and liabilities whatsoever for defending such action or claim. If the Goods or any part thereof or any use thereof in reasonable contemplation of the parties at the time of their purchase are held in such suit to constitute an infringement and their use is enjoined, Seller will promptly and at its own expense (i) procure for the Buyer the right to continue use of the Goods, (ii) replace the same with noninfringing goods satisfactory to Buyer, or (iii) modify the Goods in a way satisfactory to Buyer and its counsel so they become noninfringing.
17. NO IMPLIED WAIVER
    The failure of Buyer at any time to require performance by Seller of any provision of the Purchase Order will not affect the right to require such performance at any time thereafter, nor will the waiver by Buyer of a breach of any provision of the Purchase Order constitute a waiver of any succeeding breach of the same or any other provision.
18. ASSIGNMENT
    The Purchase Order may not be assigned or subcontracted by Seller without the Buyer’s prior written consent.
19. APPLICABLE LAW
    All matters relating to Buyer’s purchase of the Goods will be construed in accordance with and governed by the laws of the State of South Carolina. Any claim relating to the sale of the Goods to Buyer will be brought in any Federal or state court located in the State of South Carolina and Seller hereby consents to such jurisdiction.
20. COMPLIANCE WITH LAWS
    Seller represents and warrants that all goods and services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations, including Title VII of the Civil Rights Act of 1964, as amended, and related regulations and executive orders related thereto and to which Seller is subject. All laws and regulations required in agreements of this character are hereby incorporated by this reference, as applicable, including Executive Orders 11246 and 11375, as amended. Seller represents and warrants that each and every chemical, chemical substances, and/or ingredient thereof, furnished pursuant to the Purchase Order is manufactured, sold, and delivered in compliance with all applicable provisions of the Toxic Substances Control Act, and that the Goods do not contain chemicals or other substances the use of which has been banned, restricted, or limited in any manner by any law or regulation without such restriction or limitation being clearly identified with respect to each such product.
21. SEVERABILITY
    The Terms and Conditions are severable and if any Terms and Conditions or portions of any Terms and Conditions are stricken or declared illegal, invalid, or unenforceable by a court of competent jurisdiction for any reason whatsoever, the legality, validity or enforceability of the remaining Terms and Conditions will not be affected thereby.
22. MISCELLANEOUS
    Seller will be bound by any representation or undertaking made by any of its agents or employees with respect to specifications, quality, packaging, price, or conditions of delivery of the Goods. By accepting the Purchase Order, Seller ratifies any such representation or undertaking made by any of its agents or employees. The Purchase Order and the Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Seller will cooperate fully with the Buyer at Seller’s expense in obtaining approvals of the Goods requested by Buyer from certifying organizations.
23. ENTIRE AGREEMENT
    The Terms and Conditions constitute the complete and exclusive statement of the terms of the Purchase Order, are intended as a final expression of the terms of the Purchase Order and will supersede all prior and contemporaneous agreements, inducements or conditions, express or implied, oral or written. No course of prior dealings between the parties and no usage of trade will be relevant to supplement or explain any term herein. Buyer’s acceptance or acquiescence in a course of performance rendered by Seller hereunder will not be relevant to determine the meaning of this contract even though Buyer has knowledge of the nature of the performance and opportunity for objection.

1. GENERAL
   The following Standard Terms and Conditions are applicable to all quotations and orders between Devro Inc. (“Seller”) and any buyer (“Buyer”) of products of Seller and are the only terms and conditions, oral or written, applying to the sale of products to Buyer except for additional terms consistent with these Standard Terms and Conditions on prices, quantities, delivery schedules, and the description and specifications of the products as set forth in an order form accepted in writing by Seller (collectively, the “Agreement”). Seller hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgment, invoice, transmittal or other document provided by Buyer. Seller’s failure to object to any provision contained in a document or communication from Buyer shall not be a waiver of these Standard Terms and Conditions. All sales of Seller’s products are expressly conditioned on Buyer’s acceptance OF these standard terms and conditions. Notwithstanding anything in Buyer’s purchase order, acknowledgment, confirmation, or similar document, Buyer shall be conclusively presumed to have accepted these standard terms and conditions upon Buyer’s receipt hereof without prompt written objection hereto or upon Buyer’s acceptance of all or any part of the products ordered.
2. PRICES; TAXES AND FEES
   All prices, whether shown in a price list or an order confirmation, or otherwise quoted or agreed upon, are subject to change without notice at any time prior to actual delivery of the products.
   Unless otherwise expressly provided by Seller, prices do not include sales, excise, privilege, use, value-added or other similar taxes now in effect or hereafter levied, transportation charges (such as freight, insurance, shipping, storage, handling, demurrage or similar charges), special packaging, marketing or testing, and Buyer shall pay all such charges, including applicable sales or other taxes levied with respect to the products and this Agreement (unless exempt therefrom), as well as any government fees levied, upon receipt of the related invoice from Seller and in accordance with this Agreement. In the event that any of the foregoing charges are specifically included in the purchase price of the products, any charges attributable to increases in applicable rates after the date such price is quoted to Buyer shall be added to the price. Such charges or taxes imposed on Seller or which Seller has a duty to collect in connection with the sale or delivery of the products in accordance with this Agreement shall be paid by Buyer and will appear as separate items on Seller’s invoice.
3. TERMS OF PAYMENT
   Buyer shall pay the invoiced amount in full within thirty days from the date of such invoice. Subject to limitations imposed by applicable law, if payment is not received in full by the due date, a late charge will be added at the rate of 2% per month (or the maximum legal amount, if less) on the unpaid balance from the due date thereof. Said late charge shall be paid in addition to the contract price and shall continue to be paid until Seller receives the full purchase price.
   
   Buyer shall not, without Seller’s written agreement thereto, be entitled to deduct, counterclaim or set off against the price of any products, or against any other amount owing under this Agreement including under any invoice, any claim or alleged claim arising out of this Agreement or any other transaction with Seller.
   
   If Buyer’s financial responsibility shall become unsatisfactory to Seller at any time and for any reason, Seller shall have the right, in addition to whatever other rights Seller may have at law or equity, to require payment in advance or to obtain satisfactory security from Buyer before making any further deliveries. In case any payment is not made when due, Seller shall have the right, in addition to its other remedies, to seek specific performance of this Agreement, suspend any further deliveries, alter payment terms, or terminate this Agreement. Approval of credit for one or more deliveries shall not be deemed a waiver of this provision.
4. DELIVERY:
   The delivery dates provided are estimates only and are subject to change or cancellations.
   Seller may elect to deliver the products in installments, with each installment being considered a separate sale and invoiced as such, and Buyer shall timely pay each invoice. Any products indicated at any time as back-ordered shall be considered an installment delivery.
   
   The products shall be delivered F.C.A or F.A.S Seller’s shipping point, and title to each shipment of products sold hereunder and the risk of loss thereon shall pass to Buyer upon such delivery. In the absence of shipping and packing instructions, Seller shall use its own discretion in choice of carrier and method of packing. Seller reserves the right to over-ship or under-ship products by up to 15%.
   
   Seller shall not be liable for any delay in the shipment or delivery or inability to complete the performance of the contract where the delay or inability is directly or indirectly the result of any of the following causes: fire, flood, storm or any other act of God, accident, riot, acts of terrorism or war, governmental acquisition or order, strikes or other labor disturbance, shortage in the supply of labor or materials, unavailability of transportation, inability to obtain fuel, material, equipment or parts, or any cause or causes beyond Seller’s reasonable control.
5. ACCEPTANCE
   Buyer shall accept any delivery of conforming products ordered by Buyer. Buyer shall be deemed to have accepted delivered products unless Buyer gives Seller notice in writing stating with specificity all defects and nonconformities upon which Buyer will rely to support its rejection (i) in the case of defects discoverable through inspection, within seven days after receipt of the product or (ii) in the case of defects not discoverable through inspection, within thirty days or other reasonable time established by Seller after receipt of the product. Failure to so act shall constitute an irrevocable acceptance by Buyer of the product. ALL DEFECTS AND NON-CONFORMITIES WHICH ARE NOT SPECIFIED ARE WAIVED. If Buyer rejects any delivery of the products, Buyer shall return them to Seller, pursuant to Seller’s direction. No products may be returned without Seller’s express written approval in advance of return. Notwithstanding anything to the contrary, when any products shall have been altered from their original state, Buyer shall be deemed to have accepted such products. Buyer’s acceptance of products delivered under this Agreement shall be final and irrevocable. No attempted revocation of acceptance shall be effective, and Buyer shall be limited to the remedies specifically provided in this Agreement.
6. PACKAGING; ARTWORK
   Prices are based on Seller’s standard packaging. Seller reserves the right to package the products in pallets, bulk or individual cartons. Packaging will be standard commercial packaging and acceptable to commercial carriers. Special customer packaging will be furnished only when specified and expressly agreed to by Seller, and the cost thereof shall be borne by Buyer.
   
   All artwork and labeling used by Seller for the products shall be provided to Seller by Buyer. Buyer shall pay for the cost of any and all artwork, labeling proofs, printing plates and dies to be used in the production of labeling the product. Buyer represents and warrants that the artwork provided to Seller shall not infringe on any third party’s intellectual property rights, including, but not limited to, copyright, trademark or trade name, and Buyer further represents that all artwork provided to Seller shall comply with all applicable laws. Buyer shall indemnify, defend and hold harmless Seller and Seller’s parent, subsidiary and affiliate companies, and their respective shareholders, officers, directors, employees, representatives, and agents (collectively, the “Seller Parties”), from and against any and all third party claims, damages and expenses (including reasonable attorneys fees) arising out of any actual or alleged infringement or violation of any copyright, trademark or other proprietary rights asserted against Seller as a result of Seller’s use of the artwork provided by Buyer.
7. WARRANTY
   Seller warrants to Buyer that the products sold hereunder are free from defects in material and workmanship for six months following the date of delivery. EXCEPT FOR THE WARRANTIES IN THE IMMEDIATELY PRECEDING SENTENCE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
   
   Seller’s warranty is conditioned upon the following: (i) Buyer delivering written notice of its claim under this clause to Seller within such warranty period, but not later than fifteen days after discovery of the defect which is the basis for its claim; (ii) Buyer delivering the alleged defective products to Seller F.C.A. OR F.A.S. Seller’s factory within thirty days after such written notice; and (iii) Seller determining (in its sole discretion) that such goods are defective and have not been subject to accident, abuse, neglect or misuse, and have been maintained in accordance with Seller’s recommendations and specifications.
8. LIMITATIONS ON REMEDIES AND SELLER’S LIABILITY
   Seller’s liability (whether under the theories of breach of contract, TORT, negligence, or strict liability) for its products shall be limited to, AT SELLER’S OPTION, repair or replacement of non-conforming products or Seller’s reimbursement of the purchase price of such non-conforming products. seller shall not have any liability for liquidated damages, penalties, fees, or for collateral, indirect, incidental, consequential or special damages, including loss of use, income or profits. the aggregate total liability of all damages arising under this agreement shall in no event exceed the contract price of the products giving rise to the claim (or claims) of liability.
   
   Buyer shall indemnify, defend and hold harmless the Seller Parties from and against any and all third party claims, damages, and expenses (including reasonable attorneys fees) arising out of Buyer’s or its employees’, customers’ or agents’ use, storage, sale, processing or other disposition of the products. Additionally, Seller shall have no liability for an improper use, storage, sale, processing or other disposition of the products by Buyer or its employees, customers or agents.
9. PROPRIETARY RIGHTS
   All confidential and proprietary information of Seller, including its trade secrets, furnished or acquired by Buyer in connection with this Agreement, including but not limited to any formula, design, manufacturing methods or processes, or treatment and composition of materials, shall be kept confidential by Buyer, and not disclosed to third parties without Seller’s express written permission. Buyer shall not use any such data, in whole or in part, or the products, to copy, replicate or manufacture (or enable manufacture by itself or any third party) the products.
10. SECURITY INTEREST
    To secure prompt payment of the purchase price for the products, Buyer hereby grants to Seller a purchase money security interest in the products purchased from Seller and all proceeds thereof (the “Collateral”). Buyer agrees to execute and deliver to Seller UCC financing statements, together with any and all documents, and shall take such other action, as may be required to perfect Seller’s security interest in the Collateral.
11. COSTS OF COLLECTION
    If, at any time, Seller incurs legal expenses or other costs or expenses in connection with (i) any litigation, contest, suit, dispute, proceeding or action in any way relating to collection of the purchase price or the Collateral; (ii) any attempt by Seller to enforce any rights of Seller against Buyer or any other person which may be obligated to Seller hereunder; or (iii) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or dispose of the Collateral, then, in any such event, the expenses and costs (including attorneys fees) relating to any of the foregoing events or actions shall be payable by Buyer upon demand by Seller and shall be considered additional obligations hereunder secured by the Collateral.
12. CANCELLATIONS, TERMINATION
    After shipments have been scheduled, Buyer may not cancel or postpone a scheduled shipment unless Buyer submits a request in writing, and Seller consents by issuing a new formal acknowledgment. Any request by Buyer to cancel or to reschedule a shipment of any product may be rejected as untimely or, at Seller’s option, may be accepted upon payment of the appropriate cancellation charge or rescheduling charge.
    
    If Buyer refuses to accept deliveries of the products sold, or is otherwise in default under or repudiates all or any part of the contract, or advises Seller that it will default in the performance of any of its obligations, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor’s relief for Buyer, then, in addition to any and all remedies allowed by law, Seller, without notice, may pursue any of the following remedies: (i) bill and declare due and payable all delivered products under the Agreement, (ii) cease performance of its obligations and defer shipment under the Agreement until such default, breach or repudiation is removed, (iii) cancel any undelivered portions of the products, or (iv) recover products in transit, retrieve delivered products, or repossess products stored by Seller for Buyer’s account. The foregoing remedies and all rights granted to Seller in this Agreement and by law or equity are cumulative, provided Seller shall be entitled to only a single full recovery.
13. REGULATORY COMPLIANCE
    Buyer and Seller acknowledge and agree that the products sold hereunder are manufactured pursuant to U.S. Food and Drug Administration regulations and guidelines, and when and as sold to Buyer are not subject to regulation by the U.S. Department of Agriculture (“U.S.D.A.”). Buyer is solely responsible for compliance with U.S.D.A. regulations and all other governmental or industry regulations applicable to Buyer’s use of the products.
14. MISCELLANEOUS
    This Agreement does not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever. No change or modifications shall be allowed to the Agreement without the expressed written permission of the Seller. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, but it shall not be assigned in whole or part by either party without written consent of the other; provided, however, that Seller may assign the Agreement in connection with a merger, a sale of all or substantially all of its assets or a reorganization without the consent of Buyer. Waiver by Seller of any provision of the Agreement or of a breach by Buyer of any provision of the Agreement shall not be deemed a waiver of future compliance with the Agreement and such provision, as well as all other provisions of this Agreement, shall remain in full force and effect. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted herefrom and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. This Agreement shall be governed by the laws of the State of South Carolina. The exclusive jurisdiction for all disputes arising out of or relating to this Agreement shall be the state and federal courts located in Columbia, South Carolina.

1. INTERPRETATION

1.1 In these Conditions the following definitions apply:

Conditions: the terms and conditions set out in this document.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person, firm or company who purchase the Goods from the Supplier.

Framework Agreement: any written supply or distribution agreement signed by both parties which is in force at the commencement date of a Contract.

Goods: the goods (or any part of them) set out in the Order.

Order: the order by the Customer of the Goods, as set out in the purchase order of the Customer.

Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.

Supplier: Devro s.r.o. registered under number 270 61 973 and with its registered office at Víchovská 830, 514 19 Jilemnice, Czech Republic.

BASIS OF CONTRACT

1.2 These Conditions apply to the supply by the Supplier to the Customer of Goods, to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

1.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (the Order Confirmation) at which point the Contract shall come into existence.

1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

1.6 Notwithstanding clause 1.2, and clause 1.5, any terms of a Framework Agreement shall prevail over the terms of the Contract to the extent that the terms of the Framework Agreement are inconsistent with the terms of the Contract.

2. GOODS

2.1 The Goods are described in the Specification.

2.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3. DELIVERY

3.1 Delivery shall take place in accordance with the Incoterm agreed with the Customer, as recorded in the Order Confirmation, or in the absence of any such record, EXW, Incoterms®

3.2 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. Without prejudice to the foregoing, the Supplier will make reasonable efforts to meet all such delivery dates.

4. QUALITY

4.1 The Supplier warrants that on delivery, and for a period of 24 months from the date of manufacture in respect of collagen Goods or for a period of 12 months from the date of manufacture in respect of non-collagen Goods, (the Warranty Period), the Goods shall conform in all material respects with their description as provided in the Specification and be fit for any purpose held out by the Supplier (the Warranty).

4.2 Subject to clause 3, if the Customer gives notice to the Supplier during the Warranty Period within a 14 days of discovery that some or all of the Goods do not comply with the Warranty; and the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for failure of the Goods to comply with the Warranty if the defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage and use of the Goods or (if there are none) good trade practice regarding the same.

4.4 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the Warranty.

5. TITLE AND RISK

5.1 Risk in the Goods shall pass to the Customer in accordance with the Incoterm, as determined in accordance with clause 1.

5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.

6. PRICE AND PAYMENT

6.1 The price of the Goods shall be the price agreed with the Customer, as recorded in the Order Confirmation.

6.2 The Supplier may invoice the Customer for the Goods on or at any time after the dispatch of the Goods by the Supplier.

6.3 The Customer shall pay the invoice in full and in cleared funds within 30 days after the delivery of the Goods, unless otherwise agreed between the Supplier and the Customer and recorded in the Supplier’s Order Confirmation. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

7. LIMITATION OF LIABILITY

7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

7.2 The Supplier shall not be liable for any indirect or consequential loss, any loss of actual or anticipated loss of profit; revenue; anticipated savings or business; or damage to good will.

7.3 The total liability of the Supplier to the Customer in respect of all other losses arising under or in connection with the supply of the Goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods.

8. TERMINATION

8.1 The Customer may terminate the Contract by delivering to the Supplier notice in writing within 14 fourteen calendar days of the Contract coming into force, or, in respect of a Contract for Goods which are manufactured to the Customer’s Order only, by delivering to the Supplier notice in writing within the earlier of (i) 14 calendar days of the Contract coming into force; and (ii) commencement of the manufacture of the Goods. Thereafter, The Customer may terminate the Contract only on the written agreement of the Supplier to such termination.

9. GENERAL

9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, in English, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) , sent by recorded delivery, fax or e-mail.

9.2 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of the Czech Republic.

9.3 Jurisdiction. Each party irrevocably agrees that the courts of the Czech Republic shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

1. INTERPRETATION
   
   1.1 In these Conditions the following definitions apply:

Conditions: the terms and conditions set out in this document.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person, firm or company who purchase the Goods from the Supplier.

Framework Agreement: any written supply or distribution agreement signed by both parties which is in force at the commencement date of a Contract.

Goods: the goods (or any part of them) set out in the Order.

Order: the order by the Customer of the Goods, as set out in the purchase order of the Customer.

Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.

Supplier: Devro (Scotland) Limited, registered under number SC129787 and with its registered office at Moodiesburn, Chryston, G69 0JE.

BASIS OF CONTRACT

1.2 These Conditions apply to the supply by the Supplier to the Customer of Goods, to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

1.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (the Order Confirmation) at which point the Contract shall come into existence.

1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

1.6 Notwithstanding clause 1.2, and clause 1.5, any terms of a Framework Agreement shall prevail over the terms of the Contract to the extent that the terms of the Framework Agreement are inconsistent with the terms of the Contract.

2. GOODS

2.1 The Goods are described in the Specification.

2.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

3. DELIVERY

3.1 The Supplier shall deliver the Good at the location specified in the Order Confirmation.

3.2 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. Without prejudice to the foregoing, the Supplier will make reasonable efforts to meet all such delivery dates.

4. QUALITY

4.1 The Supplier warrants that on delivery, and for a period of 24 months from the date of manufacture in respect of collagen Goods; or 12 months from the date of manufacture in respect of non-collagen Goods, (the Warranty Period), the Goods shall conform in all material respects with their description as provided in the Specification and be fit for any purpose held out by the Supplier (the Warranty).

4.2 Subject to clause 3, if the Customer gives notice to the Supplier during the Warranty Period within a 14 days of discovery that some or all of the Goods do not comply with the Warranty; and the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 The Supplier shall not be liable for failure of the Goods to comply with the Warranty if the defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage and use of the Goods or (if there are none) good trade practice regarding the same.

4.4 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the Warranty.

5. TITLE AND RISK

5.1 Risk in the Goods shall pass to the Customer on delivery, as specified in clause 1.

Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.

6. PRICE AND PAYMENT

6.1 The price of the Goods shall be the price agreed with Customer, as recorded in the Order Confirmation.

6.2 The Supplier may invoice the Customer for the Goods on or at any time after the dispatch of the Goods by the Supplier.

6.3 The Customer shall pay the invoice in full and in cleared funds within 30 days after the delivery of the Goods, unless otherwise agreed between the Supplier and the Customer and recorded in the Supplier’s Order Confirmation. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

7. LIMITATION OF LIABILITY

7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

7.2 The Supplier shall not be liable for any indirect or consequential loss, any loss of actual or anticipated loss of profit; revenue; anticipated savings or business; or damage to good will.

7.3 The total liability of the Supplier to the Customer in respect of all other losses arising under or in connection with the supply of the Goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 50% of the price of the Goods.

8. TERMINATION

8.1 The Customer may terminate the Contract by delivering to the Supplier notice in writing within 14 fourteen calendar days of the Contract coming into force or in respect of a Contract for Goods which are manufactured to the Customer’s Order only, by delivering to the Supplier notice in writing within the earlier of (i) 14 calendar days of the Contract coming into force; and (ii) commencement of the manufacture of the Goods. Thereafter, The Customer may terminate the Contract only on the written agreement of the Supplier to such termination.

9. GENERAL

9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, in English, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) , sent by recorded delivery, fax or e-mail.

9.2 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

9.3 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.