Neri Karra Information

NERI KARRA's website(s) and related services are made available to you in accordance with the following Terms and Conditions of Trading for Retailers. Please read carefully before placing any orders on www.nerikarra.com and e-shop.nerikarra.com. We recommend you should keep a copy of the T&C for future reference. Interpretation: In these Terms and Conditions of Trading for Retailers (the "Agreement"), unless the context otherwise requires: "Products" means the NERI KARRA's range of Products. "Shop Premises" means any of the addresses at which the Customer is operating the business described above approved by NERI KARRA's for so long as such Shop Premises remain approved by NERI KARRA and such other Shop Premises as may be approved in writing from time to time by NERI KARRA. For the avoidance of doubt, nothing in this definition shall extend to any website addresses or any websites from which the Customer trades. Agreement to sell: During the continuance of this Agreement NERI KARRA may sell and the Customer shall purchase such quantities of the Products as may be ordered by the Customer from time to time. Inspection: NERI KARRA shall be entitled during normal working hours to enter the Shop Premises of the Customer for the purpose of inspecting such Shop Premises and ensuring that it complies with the Standards (as referred to below) or any other instructions or directions which may have been given to the Customer by NERI KARRA pursuant to this Agreement. No Precedence: Whilst NERI KARRA agrees to take all such steps as may reasonably be required to fulfil its obligations under this Agreement in the normal course, NERI KARRA shall not be obliged to give the Customer any priority over any other customer of NERI KARRA with regard to the supply or delivery of the Products. Availability of Stock: NERI KARRA shall use reasonable endeavours to maintain stocks of the Products sufficient to fulfil its obligations under this Agreement. NERI KARRA seeks to stock the entire range of Products at its premises but individual items may go out of stock. Save where there are any manufacturing problems, stock is likely to be available within two weeks of being out of stock. If an item of stock is not available to be delivered to the Customer, the Customer should reorder such items from NERI KARRA. Delivery Times: NERI KARRA shall use reasonable endeavours to deliver Products by the date if any set out on the relevant order but the time of delivery shall not be of the essence and if, despite those endeavours, NERI KARRA is unable to fulfil any delivery of the Products on the date specified, NERI KARRA shall not be in breach of this Agreement nor shall it have any liability to the Customer. Errors in Delivery: The Customer shall, within three days of the arrival of each delivery of the Products at its premises, notify NERI KARRA in writing of any defect by reason of which the Customer alleges that the Products delivered are not in accordance with the relevant order and which should be apparent on reasonable inspection. Assumption of Correct Delivery: If the Customer fails to give notice as provided in this Agreement, and/or signs any delivery note confirming correct delivery then save for any defects which are not apparent on reasonable inspection, the Products are conclusively presumed in all respects to be in accordance with the relevant order, and the Customer to have accepted the delivery of the Products in question and NERI KARRA shall have no liability whatsoever therefore. Remedy of Errors Made in Delivery: If the Customer rejects any delivery of the Products which are not in accordance with the relevant order, subject to the terms of this Agreement NERI KARRA within ten days of being requested to do so in writing by the Customer shall supply replacement Products which are in accordance with the relevant order and NERI KARRA shall not be in breach of this Agreement nor have any liability to the Customer. Forecasting: The Customer is not required to supply estimated orders in advance. NERI KARRA's Pricing Strategy: Subject to the following provisions of this clause, the Price for Products shall be calculated in accordance with NERI KARRA's pricing strategy in force at the date of the relevant order. NERI KARRA shall be entitled to increase the price for the Products to cover extra expenses incurred as a result of the Customer's instructions or lack of instructions. Price Increases: NERI KARRA shall be entitled to increase its prices for the Products at least once per year, or more frequently if NERI KARRA, in its sole discretion considers the same to be justified by any material increase in the prices of raw materials used in the manufacture of the Products or their packaging, and NERI KARRA shall promptly notify the Customer of any such increase. Price Excludes VAT, Packing, Carriage and Insurance: Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be charged where appropriate at the rate prevailing at the relevant tax point and exclusive of costs of packaging, carriage and insurance which shall be added to the price. Charge of Late Payment: The Customer shall pay NERI KARRA in advance on a pro-forma basis in respect to the Customer's first three orders of NERI KARRA e's Products. Thereafter in respect to subsequent orders the Customer shall make payment in full within fourteen days of the date of the relevant invoice. Interest at the annual rate of five percent over the base rate of the __________________* will be charged on a daily basis on all monies outstanding after the due date until the actual date of payment (both before and after judgement). Notification of Errors on Invoice: The Customer shall notify NERI KARRA in writing of any error in an invoice within three days of the date of the relevant invoice otherwise the invoice is deemed to be correct in all respects. Method of Payment: Payments should be made by __________________*, payments should be made to __________________*, for the account of NERI KARRA, account number __________________* and an email sent to NERI KARRA to __________________* confirming that a __________________* payment has been made and setting out the details of it. Subject to prior agreement by NERI KARRA, payments may also be made by cheques. Cheques must be made payable to " NERI KARRA" and crossed "Account Payee only". Withdrawal of Account Facility: NERI KARRA may withdraw the Customer's account facility at any time. Suspension of Supplies on Overdue Accounts: If any sum due under this Agreement is not paid by its due date, the Customer's account is in arrears and/or the Customer has exceeded its credit limit as agreed with Pomegranate, Pomegranate may suspend deliveries of the Products until all sums due and outstanding have been received by Pomegranate from the Customer or deliver part but not all of any orders received from the Customer as Pomegranate may deem appropriate. *This information will be provided at a later stage with the launch of the NK e-shop. Customer takes Risk in the Products on Delivery: Risk in the Products shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer's behalf whichever is the sooner. Retention of Title: Notwithstanding delivery and the passing of risk, property in and title to the Products shall remain in NERI KARRA until NERI KARRA has received payment of the full price of (a) all Products the subject of the relevant order and (b) all other Products supplied by NERI KARRA to the Customer under any other order or contract whatsoever. Proper Storage: The Customer shall keep the Products properly stored, protected and insured and separate from all or any other products whether belonging to NERI KARRA, the Customer or any third party. Power to Revoke: NERI KARRA shall be entitled at any time forthwith to revoke the Customer's power to deal with the Products and such power shall automatically cease if the Customer shall commit or be subject to any of the events set out in this Agreement. Upon Termination: Upon termination of the Customer's power to deal with the Products, the Customer shall place the Products at the disposal of NERI KARRA and NERI KARRA and its servants and agents are hereby irrevocably authorised without the need for consent of any third party but using only such force as may be necessary, to enter upon any premises of the Customer or any third party for the purpose of removing the Products. Protection for Commercial Secrets:Each party shall keep and procure to be kept secret and confidential all secret or confidential information belonging to the other party disclosed as a result of the relationship of the parties hereunder and shall not use or disclose the same save as envisaged in this Agreement or as required by law. Where disclosure is made to any employee, consultant or agent, it shall be done subject to obligations equivalent to those set out in this clause and each party shall be responsible to the other party in respect of any disclosure or use of such secret or confidential information by a person to whom disclosure is made. Public Domain: The obligations of confidentiality in this clause shall not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of the obligations of confidentiality in this Agreement or which either party can show was in its written records prior to the date of disclosure of the same by the other party under this Agreement or which it receives from a third party independently entitled to disclose it.