TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS TO EU BUSINESSES

These terms shall apply to the supply of goods by Meri Meri Inc to businesses in the EU. The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 8.

Consents: all rights, approvals, authorizations, licenses, registration, declarations, waivers, filings, consents, and permits.

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

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 2 or clause 5.1(b) as applicable.

End-User: any end-user to whom the Customer may sell the Goods in accordance with these terms.

Force Majeure Event: has the meaning given to it in clause 16.

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

Goods Specification: any specifications and instructions for use relating to the Goods provided by the Supplier to the Customer.

Minimum Order Volume: the minimum orders for Goods as specified in Schedule 1 to these terms.

Order: the Customer’s order for the Goods, as agreed orally by telephone and set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation as the case may be.

Supplier: Meri Meri Inc, a UK establishment of a company registered in California USA, registered in the UK with company registration number FC020533 and whose registered office is at 60 St Georges Place, Cheltenham, GL50 3PN.

Trade Marks: any trade marks which have been registered or which are pending registration in the name of the Supplier or any of its affiliates.

1.2 Interpretation:

(a) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(b) A reference to writing or written includes email but not fax.

(c) A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Basis of Contract

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

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any descriptions or advertising materials issued by the Supplier are for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.6 Orders for Goods will not be accepted unless they meet the Minimum Order Volume requirements as set out in Schedule 1 to these terms.

3. Goods

3.1 the Goods are as described on the Supplier’s website or as set out in any relevant Order or Goods Specification.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, any reference number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence unless stated otherwise in the Order. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to take or accept delivery of the Goods within three Business Days of the agreed date, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the agreed date; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If the Customer wishes to cancel an Order after the relevant Order has been packed in readiness for delivery, the Supplier may allow the Customer to cancel subject to the Customer’s payment of a charge equivalent to 25% of the relevant Order’s value.

4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may cancel the Customer’s order, charge the Customer 25% of the relevant Order’s value, and resell or otherwise dispose of part or all of the Goods.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. International Delivery

5.1 If the Customer orders Goods for delivery outside of the UK:

(a) the provisions of this clause 5 shall apply (subject to any other terms agreed in writing between the Supplier and the Customer), notwithstanding any other provisions of these terms and conditions;

(b) the Goods shall be delivered FOB the location of a European bonded warehouse designated by the Supplier (Incoterms 2020);

(c) the Customer acknowledges that the Goods may be subject to import duties and taxes which are applied when the delivery reaches that destination. The Supplier has no control over these charges and cannot predict their amount;

(d) the Customer will be responsible for payment of any such import duties and taxes;

(e) the Customer shall promptly obtain and maintain all licences, clearances and other Consents that are necessary for the supply of the Goods (including import licences);

(f) the Customer must comply with all applicable laws and regulations of the country for which the Goods are destined and the Supplier will not be liable or responsible if the Customer breaks any such law; and

(g) the Customer is responsible for ensuring that the Goods that it orders comply with all applicable laws in the country for which the Goods are destined.

5.2 To the extent that the Supplier has agreed that the Goods shall be delivered EXW the location of a European bonded warehouse designated by the Supplier (Incoterms 2020), the following charges shall apply:

(a) Base collection charge: €250

(b) For Orders not collected within 3 days of notification that the Order is available for collection:

(a)Restocking charge: €125
(b)Repicking charge: €125
(c) Daily storage charge applicable from fourth day of non-collection: €50.

6. Quality of Goods

6.1 The Supplier warrants that on delivery, the Goods shall:

(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2 Subject to clause 3, if:

(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 1 if:

(a) the Customer or any End-User makes any further use of such Goods after giving a notice in accordance with clause 2;
(b) the defect arises because the Customer or any End-User failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.

6.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and Risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Good

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 2(b) to clause 14.2(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(a) the Goods; and
(b)the ongoing financial position of the Customer.

7.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Charges and Payment

8.1 The price for Goods:

(a) shall be the price set out in the Order or, if no price is quoted, the price set out on the Supplier's website at the date of the Order; and

(b) unless otherwise agreed, shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.

8.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

8.3 The Supplier shall invoice the Customer on or at any time after completion of delivery.

8.4 The Customer shall pay each invoice submitted by the Supplier:

(a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) unless otherwise stated. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.

8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at a rate of 1.5%.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Credit Terms

9.1 Credit terms will not be offered by the Supplier until the Customer has either:

(a) demonstrated their commitment to pay the Supplier’s invoices in accordance with these terms over the course of six months of Orders and has made over £1,500.00 in sales; or

(b) obtained a good credit report from a reputable third-party bank.

9.2 Any credit terms will be agreed between the Customer and Supplier in writing.

9.3 Notwithstanding clauses 1 and 9.2, the Customer acknowledges that the Supplier shall have the right to deny credit terms for any reason, and that the Supplier shall have the right to suspend any account where the Customer has not paid any overdue invoice until the account is brought current.

10. Resale

10.1 It is acknowledged that the Customer may resell the Goods to an end customer and in doing so the Customer shall not:

(a) represent itself as an agent of the Supplier for any purpose;
(b) give any condition or warranty on the Supplier’s behalf;
(c) make any representation on the Supplier’s behalf;
(d) make any promises or guarantees about the Goods beyond those contained in the Supplier’s catalogue or on the Supplier’s website.

10.2 The Customer shall market the Goods in a way which ensures that:

(a) the Goods are represented on an appropriate platform which showcases the Goods’ design, features and benefits in a fair and representative manner;
(b) the value attached in the Goods’ brand is not impacted negatively; and
(c )all directions and instructions given to it by the Supplier for promotion and advertisement of the Goods are observed.

10.3 The Supplier grants to the Customer the non-exclusive right to use the Trade Marks in the promotion, advertisement and sale of the Goods. The Customer acknowledges and agrees that all rights in the Trade Marks shall remain in Supplier, and that Customer has and will acquire no right in them by virtue of the discharge of its obligations, except for the right to use the Trade Marks as expressly provided in these terms.

10.4 Online advertisements or displays of the Goods or the Trade Marks must in each case be approved by the Supplier in writing.

10.5 The Customer shall market and sell the Goods only under the Supplier’s Trade Marks, and not in association with any other trade mark, brand or trade name, except as permitted in any branding manual issued by the Supplier.

10.6 The Customer shall comply with all rules for the use of the Supplier’s Trade Marks issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier:

(a) alter or make any addition to the labelling or packaging of the Goods displaying the Trade Marks;
(b) make any addition or modifications to the Goods or to any advertising and promotional materials supplied by the Supplier; or
(c) alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Goods or their packaging or labelling.

10.7 The Customer shall not:

(a) sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under these terms;

(b) resell or advertise the Goods at a price exceeding the maximum resale price from time to time specified by the Supplier in writing;

(c) resell the Goods though any third party website (including but not limited to www.ebay.com, www.amazon.com, etsy.com or www.walmart.com);

(d) apply for any rights or licenses under its own name or otherwise for the Supplier's name, its brand names, Trade Marks or designs or other patents in connection with the Supplier or the Goods, irrespective of whether they are protected within these terms or not; nor

(e) purchase advertisements on any online search engine (including but not limited to Google, Yahoo, Bing or Ask) using keywords containing or confusingly similar to the Trade Marks or any other trade or product names used by the Supplier.

11. Data Protection

11.1 The Supplier understands that as part of these terms any Confidential Information disclosed may constitute personal information for the purposes of the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (Data Protection Regulations).

11.2 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of these terms so that the Supplier may lawfully use, process and transfer the personal data in accordance with these terms on the Customer's behalf and indemnifies the Supplier against any loss or damage arising from a claim received by the Supplier for failure to comply with Data Protection Regulations in connection with these terms.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.

12.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13. Limitation of Liability

13.1 This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of these terms;
(b) any breach of Data Protection Legislation;
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these terms.

13.2 Except as expressly provided in these terms all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from these terms.

13.3 Nothing in these terms excludes or limits the liability of the Supplier for:

(a) death or personal injury caused by the Supplier's negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot lawfully be excluded or limited.

13.4 Subject to Clause 13.3:

(a) the Supplier shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and
(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Goods.

13.5 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer not less than 30 days' written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

14.4 Without affecting any other right or remedy available to it, the Supplier may suspend the all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

15. Consequences of Termination

15.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

16. Force Majeure

Neither party shall have any liability to the other under these terms if it is prevented from, or delayed in, performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including any government order, changes in legal requirements applicable to the Goods, strikes, lock-outs or other industrial disputes (including any industrial disputes involving the workforce of the Supplier), act of God, war, riot, civil commotion, compliance with any law or regulation, fire, flood or storm or inability due to any of the aforementioned causes to obtain necessary labour, materials or facilities (each a Force Majeure Event), provided that: (i) the other party is notified of such an event and its expected duration; and (ii) it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned.

17. General

17.1 Assignment and other dealings, The Contract and any rights and interests hereunder may be transferred or assigned only with the prior written consent of the other party.

17.2 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to such email address as may be specified by the respective party from time to time.

(b) Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2(b)(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

17.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8 Variation Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

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

17.10 Jurisdiction

(a) Save as provided for in clause 10(b), each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

(b) The Supplier may issue proceedings (whether concurrently or not with proceedings referred to in clause 10(a)) against the Customer in the Customer’s location to the extent permitted by the law applicable in that jurisdiction.

(c) To the extent permitted by law:

(a) the Convention on the International Sale of Goods 1980 and all international and domestic legislative (or other) implementations of that Convention; and

(b) the Uniform Laws on International Sales Act 1967,

shall not apply in relation to this Agreement.

 

Schedule 1

Minimum Order Volumes

Market	Opening Minimum	Reorder Minimum	Under Minimum Fee	Carriage Paid Minimum	Back Order Minimum	Currency
US & Canada	350	200	10	-	75	USD
UK	350	250	10	200	80	Sterling
EU	350	300	15	250	120	Euro
All Other Zones	450	400	15	TBD	TBD