Careem will be responsible for the costs of any discounted promotions offered by Careem with respect to Platform Services. In the event that the Merchant fails to fulfil and/or deliver (as the case may be) any accepted Orders the Merchant will not have the right to receive the Net Sales Value and/or any other Payments (defined below) for such Orders; 7.6. If the goods delivered by us under reservation of title are processed, combined, or mixed, together with other objects that are not our property, we acquire co-ownership of the new object in the proportion of the value of the goods delivered by us (total invoice amount, incl. The proceeds from such exploitation will be credited to our accounts receivable from the Orderer, less reasonable exploitation costs. VAT). THE MERCHANT WARRANTS, REPRESENTS AND UNDERTAKES THAT IT HAS, AND WILL MAINTAIN, ALL NECESSARY LICENSES AND PERMITS REQUIRED FOR MARKETING (IN ALL CHANNELS), SALE AND DELIVERY OF THE GOODS IN ALL TERRITORIES WHERE THE SERVICES ARE PERFORMED. 3.5. FAO General Terms and Conditions for Goods 2 REVISED April 2015 4. The incorporation of the purchase price in an ongoing invoice and the acceptance of the balance will not affect the reservation of title. No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. THE MERCHANT WILL NOT SELL ANY GOODS THROUGH THE CAREEM PLATFORM THAT REQUIRE A MEDICAL PRESCRIPTION, ARE NARCOTICS OR ARE A CONTROLLED MEDICATION; In case any Customer informs Careem that the Customer has received any expired Good(s), Merchant acknowledges and agrees that the Merchant will not be paid for such Order, and that if the Merchant has already received any Payment (as defined below) from Careem in respect of such Order (subject to any appropriate reductions hereunder), Careem will have a right to deduct or offset such amount from or against any monies that are owed by Careem to the Merchant from time to time under this Agreement; The date for delivery will be as agreed upon between the Company and the Buyer. In the event that this Agreement expires or is terminated for any reason, Merchant will no longer be entitled to access and/or use the Careem Platform and the Merchant Application and Merchant shall return all Confidential Information it has received from Careem hereunder. Upon our request, the Orderer shall provide evidence separately of the individual accounts receivable assigned to us, and notify his debtors of the assignment together with the request to pay to us the value of our claims against the Orderer. The time of delivery will take place when the Buyer expressly or by conduct accepts delivery of the Goods; or the Buyer does anything in relation to the Goods that is incon… 6.2.10. “Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder. In such case, the Merchant will be responsible for any and all issues and costs associated with any delayed deliveries, including costs associated with compensating the Customer; 8.2. Careem will settle Net Sales Value owed to Merchant in accordance with the payment terms specified on the Enrollment Agreement (“Payments”). If Seller places Products into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Products will be charged to Buyer; and (iv) when conditions permit and upon payment of … At least 20% of the invoice value, or at least 30 euros, will deducted for the cost of examination, treatment, alteration, and repackaging. 3.4. Place of performance, place of jurisdiction, applicable law, trade provisions. 8.3. The Merchant must meet all of the following requirements when it receives an online payment Order: Ownership of the delivered goods shall remain with us until full payment of the purchase price and any other current or future receivables resulting from our business relationship with the Orderer. 1. Ordererâs rights in the case of non-conformity, VIII. VIII. 1 a) and b) we are liable for damage or futile expenditure that is not caused by advice or information furnished against separate remuneration, only in the case of a wilful or grossly negligent breach of obligations, provided this breach of obligation does not constitute a defect (Article 459 of OZ) of the goods delivered by us. THE MERCHANT ACKNOWLEDGES THAT NEITHER CAREEM NOR ITS AFFILIATES PROVIDE DELIVERY, TRANSPORTATION, FOOD, GROCERY, OR PHARMACEUTICAL SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY CAREEM OR ANY OF ITS AFFILIATES. The Merchant acknowledges and agrees that: (i) Careem is not the manufacturer of any Device provided (ii) Careem cannot provide any warranties or guarantees with respect to the quality or durability of the Device and (iii) it uses the Device at its own risk. 13. “Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, by-law, consents and/or other law and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed; Acceptance of this offer takes place at our discretion either by sending a confirmation of order or by performing the ordered deliveries or services without reservation. In the case of a complaint of non-conformity that is made improperly or in an untimely manner (No. We reserve the right to reasonably adjust our prices in the event of changes of costs occurring after the conclusion of contract due to collective wage agreement, increases in pre-suppliersâ prices, or exchange rate fluctuations. “Captain” means an individual, validly registered on the Careem Platform, who is an independent contractor and is carrying out the delivery of Orders to Customers; In the case that the goods delivered by us lack a warranted property, we shall be liable only for such damage the prevention/absence of which was covered by the warranty. Merchant will be responsible for any taxes or charges payable on the Goods including collecting, paying and reporting such taxes to the appropriate authorities and providing Customers with compliant Tax Invoices where required under local laws for the Goods. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. “Device” means an internet enabled mobile or tablet device capable of accessing the Merchant Application; Where this liability for damages is excluded or restricted under No. We are entitled to notify the Ordererâs debtors ourselves of the assignment and collect the receivables. 9.5.3. any liability which cannot be lawfully excluded by that party. “Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company; The Careem Platform and the Merchant Application may be made available or accessed in connection with third party services and content (including advertising) that Careem does not control. Careem will display Information and your Menu on the Careem Platform at its discretion; Careem may amend these Terms and Conditions unilaterally and in its sole discretion from time to time. The Merchant may not assign or transfer its rights under this Agreement in whole or in part without Careem’s prior written approval. In the case of deliveries outside Slovenia, other country-specific dues and charges may be added. “Services” means the receipt of Orders from, and if applicable, the delivery of related Goods to, Customers and related services; and The resulting amount is the final total invoice amount (incl. Returns of goods delivered by us that are free of defects are excluded. Careem will not be responsible or liable for the (a) quality, quantity, descriptive accuracy and/or taste of the Goods advertised on the Platform; and/or (b) processing of the Orders which have been placed by the Customers with the Merchant on the Careem Platform; and/or (c) any failure on the part of the Merchant to comply with the special requests / instructions of a Customer where such requests and/or instructions have been communicated by the Customer at the time of placing an Order; and/or (d) the delivery of the Goods to the Customer including, but not limited to, the acts or omissions of any Captain. 4.21. 4.17. Merchant shall disclose all relevant details pertaining to Problem Order(s) to Careem upon becoming aware of the same; and “Merchant Application” means the Careem application (web-based or otherwise), which provides you with the ability to receive details and updates relating to Orders; The limitations in liability set forth hereinabove under No VIII. 1. to 2. do not apply if our liability is mandatory under the product liability regulations , or if claims are raised on the grounds of an injury to life, the body, or health. If no price has been expressly determined, the prices in effect at the time of the conclusion of contract as per our price list shall apply. 4.22. The Merchant warrants, represents and undertakes that none of the content, information or related materials that it provides to Careem under this Agreement, or that are uploaded by the Merchant onto the Careem Platform or Merchant Application, will violate or infringe any third party Intellectual Property Rights or any other third party rights. The Merchant hereby grants to Careem a worldwide, perpetual, non-exclusive, assignable, royalty-free license (with full right to sublicense) for the term of the Agreement to use, reproduce, publicly display, exploit, modify, alter or integrate its Intellectual Property Rights as are provided by the Merchant to Careem (whether directly or indirectly) or are uploaded by the Merchant onto the Careem Platform or Merchant Application, from time to time, for the purpose of providing the Platform Services and any marketing campaigns it runs in relation to the Services. The Merchant acknowledges and agrees that any failure on part of the Merchant in returning the Device (whenever requisitioned by Careem or on the termination of this Agreement) will render the Merchant liable to pay for such unreturned Device including for an appropriate action under the Applicable Laws; and 4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. Merchant agrees that Careem shall be entitled to set-off any amounts Merchant owes to Careem hereunder (including the Merchant Commission) from the Payments. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Careem Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. Where the supply purports to be made on or subject to terms and conditions other than these conditions, the Purchaser agrees that such other terms and conditions are disregarded and form no part of the Contract unless the Supplier agrees otherwise in writing. However, he is not entitled to conclude an accounts current agreement, or agree a prohibition of assignment, with his customers in relation to these accounts receivable, or transfer or pledge them to third parties. The Merchant further agrees that a breach of this provision would cause Careem to suffer irreparable harm and damage that could not be adequately remedied by payment of monetary damages and therefore, in addition to monetary damages and other legal remedies, the Merchant agrees that Careem will be entitled to obtain equitable and injunctive relief as may be necessary to restrain any threatened, continuing or further breach by the Merchant. The prices are calculated on the basis of the volume, weights, and quantities determined by us, unless the Orderer objects immediately upon receipt of the goods. Claims of the Orderer pertaining to defects of the goods delivered by us or to services performed in breach of our obligations â including damages claims and claims for reimbursement of futile expenses â are limited to a period of one year, unless otherwise provided for under Nos. The stock update sheet will necessarily contain the inventory count for each item or Stock Keeping Unit (SKU) and will reflect the most updated inventory status at the time of sending the update sheet; Obvious defects, delivery of the wrong goods, and deviations in quantity, shall be reported to us in writing by the Orderer without undue delay, no later however than 3 days from the Ordererâs receipt of the goods. The object created by such processing shall be subject to the same terms as the goods delivered under reservation of title. They shall apply also to contracts concluded at a later date even if we do not expressly refer to them specifically, and even if we perform our deliveries or services to the Orderer without reservation in full knowledge of standard terms and conditions of the Orderer that are contrary to or deviate from our General Terms and Conditions.Â. She shall be furnished o us upon request for examination. 4.4. (1) Our following Terms and Conditions of Delivery and Payment shall be applicable to all commercial transactions. 3.6. 12. 4.23. 6.2.4. In these General Terms of Sale and Delivery, “Seller” means the seller of the Goods as defined herein; “Customer”/"Buyer" means the party purchasing the goods, including any successors thereof; "Goods" means the goods, products and materials manufactured, imported, supplied and/or dispatched for or by the Seller to the Buyer. Merchant will use the Merchant Application to make timely changes or updates to their Information, including but not limited to Menu items and their availability, item descriptions and attributes, item prices, operating hours and any other Information. In this case, we are not liable in particular for lost profits of the Orderer or for unforeseeable indirect consequential damage. Further, unless both you and Careem otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. In the event that one or several of provisions set out herein-above are invalid, partly invalid, or excluded under a special agreement, the validity of the remaining provisions shall not be affected. Merchant will also be responsible for any and all issues and costs associated with delayed delivery resulting from its failure to comply with the relevant preparation time or Captain waiting time (as stipulated above), including costs associated with compensating the Customer; 6.2.8. In each individual case of default, our obligation to pay damages is limited under the provisions of Ziff. 7.3. In the event that an Order is not delivered to a Customer as a direct result of the negligence or willful misconduct of a Captain, Careem shall waive the Merchant Commission owed to it in relation to such Order and Careem shall put forth its best commercial efforts to procure that such Captain re-pay Customer or Merchant the Net Sales Value if such amount was paid by Customer in advance. Any Dispute shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). The Parties acknowledge and agree that Order ratings are entirely under the control of Customers and a Merchant’s accumulated average rating is calculated using the ratings which are given by the Customer in respect of each Order which is placed by such Customer with a particular Merchant on the Careem Platform. “Enrollment Agreement” means the Merchant Enrollment Agreement signed by you and Careem pursuant to which you agree to be bound by the terms of these Terms and Conditions; If Merchant fails to do any of the foregoing, Merchant shall pay to Careem (i) the Merchant Commission or 5% of the Net Sales Value, whichever is higher, on any Orders placed by Customers that have to be cancelled due to outdated Information including, but not limited to, unavailability of all items in the Order; (ii) any compensation issued to Customers by Careem for Orders that are cancelled or modified due to outdated Information; and (iii) any price difference Careem has to pay to Customers due to outdated prices; Submitted at any time by the Client for any Goods/Deliverables unless delivery notes been... 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