Sun Packaging Co. S.A.O.C. (hereafter referred to as "SPC")

1. Agreement(s) as used herein shall mean any order confirmation issued by SPC or any other contractual arrangement between SPC and the Buyer. These general terms and conditions shall apply to and form part of all Agreements. The Agreement constitutes the complete and entire understanding and agreement between SPC and Buyer. Deviations from the Agreement, including these general terms and conditions shall be valid only if expressly agreed in writing by the parties. In the event of a conflict between these general terms and conditions and the terms of a SPC order confirmation, the later shall prevail.

2. Title to the product shall transfer from SPC to Buyer simultaneously with the transfer of risk as per Incoterms. All references to Incoterms shall mean ICC Incoterms 2010.

3. SPC will use reasonable efforts to meet the planned delivery date which shall be deemed to be only approximate. However for customer(s) with annual contract, SPC will fulfill delivery obligation within a tolerance period of 30 days as per the mutually agreed purchase order terms. Any change in delivery date subsequently by the customer will render SPC’s delivery obligation void.

4. If the Buyer is responsible for the transport of products, Buyer shall ensure that the means of transport is clean and dry, suitable for loading and carrying the products and complies with legal standards for such means of transport. In case of deficiency in compliance with the requirements stated herein, SPC will be entitled to refuse loading of goods without any obligation to compensation.

5. Goods shall be supplied by SPC at the agreed price between the customer and SPC.

6. SPC will invoice the Buyer and Buyer will pay the invoice in the currency stated on the invoice without any discount, deduction or set-off as per payment terms agreed with the buyer.

7. SPC and its’ subsidiary {Sun Packaging Co. (Mauritius) Ltd.} may at any time without notice or without any written demand upon Buyer, set-off and apply any and all sums at any time owing by SPC and/or its’ subsidiary to Buyer or any of Buyers affiliates against any and all sums owing by Buyer or any of Buyers’ Affiliates to SPC and/or its’ subsidiary.

8. Failure of Buyer to pay on due date shall make all sums owing by Buyer to SPC on any account due and payable, immediately, without prejudice to SPC’s right to charge late payment interest @1.5% per month until payment in full is made.

9. If SPC has objective reason to conclude that the financial status of Buyer has become unsatisfactory, or in case of late payment, it may require the Buyer to provide adequate securities including cash in advance for timely payment of future deliveries without which it may suspend its future supply obligations.

10. SPC’s maximum liability for all claims for any reason is the sale price of the product involved and shall not be liable for indirect or consequential damage(s). Claims by Buyer are waived unless made in writing within 60 days from the date of delivery. Buyer shall indemnify and hold SPC harmless in respect of all claims for which SPC is not liable.

11. If Buyer disposes any item that is associated with SPC’s products, then the Buyer will ensure that the disposed items are made unsalvageable and will not subcontract the disposal without prior written consent of SPC.

12. SPC makes no representation or warranty of any kind, express or implied that the products sold hereunder, or the use of such products, or articles made thereon, either alone or in conjunction with other materials, will not infringe any patent or trademark rights. Buyer agrees that it will promptly notify SPC of any claim or suit involving Buyer in which patent or trademark infringement is alleged with respect to the products sold hereunder and that Buyer will permit SPC, at its option and expense, to control completely the defense or settlement of any such allegation of infringement.

13. Neither party may assign this agreement without the written consent of the other party save in the case where such assignment is to SPC’s subsidiary and prior written notice has been given to the Buyer.

14. Except as required by Laws or with SPC’s written consent, Buyer will not disclose the existence or terms and conditions of this Agreement and will not use SPC’s or its’ subsidiaries names or trademarks.

15. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or the address mentioned in the main agreement.

16. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.

17. This Agreement between SPC and Buyer shall be governed by the Laws of Sultanate of Oman.