“Goods” means any goods being sold by you to Customers as listed from time to time in a relevant Menu; The Merchant will send to Careem, at least once a week, a stock update sheet for all Goods being sold on the Careem Platform. General 3.9. The Merchant may not assign or transfer its rights under this Agreement in whole or in part without Careem’s prior written approval. The NHS terms and conditions are for the use of NHS bodies procuring goods and services from commercial organisations. THE MERCHANT AGREES THAT THE ENTIRE RISK ARISING OUT OF THE MERCHANT’S USE OF THE CAREEM PLATFORM AND MERCHANT APPLICATION, AND ANY SERVICE OR GOOD REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH THE MERCHANT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. The Careem Platform and the Merchant Application and all rights therein are and shall remain Careem’s property or the property of Careem’s licensors. The Orderer is obliged to treat the purchased goods carefully until full ownership has been acquired. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section and the “Arbitration Process and Rules” section will be deemed void. 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. The Merchant agree to indemnify and hold Careem, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the Merchant’s use of the Careem Platform and/or Merchant Application and the sale of Goods and delivery services obtained through the Merchant’s use of the Careem Platform and the Merchant Application and/or any delivery services provided by the Merchant (if applicable); (b) the Merchant’s breach or violation of this Agreement; or (c) the Merchant’s violation of the rights of any third party, including Captains. 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. Unless Merchant decides in its sole discretion to run a promotion or discount in respect of the Goods, Merchant will not at any time offer by way of any medium a price for any item which is lower than the then-current price of the applicable item set out in the Menu, unless agreed in writing between the two Parties; DEFINITIONS; In these purchase order terms and conditions, all references to “the Contract” are to the contract between Buyer and Supplier of which these conditions form part, all references to “Buyer” are Innovix Distribution Pte. Subsequent improvement is considered failed following the second attempt, unless something else results from the nature of the matter or other circumstances. 4.18. The Merchant agrees to take full liability and responsibility in respect of the foregoing. VIII. 4.24. Costs claimed for downtimes or manipulation will be reimbursed only if legitimate and only to the amount of the freight costs of the deliveries concerned. IN ADDITION, CAREEM AND ITS AFFILIATES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM PLATFORM OR OF THE MERCHANT APPLICATION OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM OR THE MERCHANT APPLICATION, OR THAT THE CAREEM PLATFORM OR MERCHANT APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. 4.12. Careem may communicate to the Merchant, expected Order preparation time or expected waiting time for the Captain at the Merchant. Indemnity. Contractual Relationship 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; VAT), less a flat-rate freight charge of 8%, the cost of a transport insurance where applicable, and – in the case of deliveries outside Slovenia – any other country-specific charges. 4.1. 6.2. 9.2. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. Basis of Sale and Service 4. If the preparation time of an Order exceeds the communicated expected preparation time, or the waiting time for the Captain exceeds the communicated expected waiting time or, where these times are not communicated, the preparation time of an Order exceeds the standard order preparation time of 15 minutes, the Merchant’s ranking on Careem’s customer-facing application for provision of the Services may decline and a higher expected delivery time will be shown to Customers for the Merchant. The resulting amount is the final total invoice amount (incl. 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. Merchant shall perform its obligations hereunder in accordance with: (a) Good Industry Practice; (b) Technical Standards; (c) All applicable professional rules, code of conduct, regulations and associated guidelines; (d) Any timescales set out herein; and (e) Applicable Law. THE MERCHANT AGREES THAT CAREEM HAS NO RESPONSIBILITY OR LIABILITY TO THE MERCHANT RELATED TO ANY DELIVERY SERVICES PROVIDED BY THE MERCHANT TO CUSTOMERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. “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; 6.1. In these Conditions, the following definitions apply: Notwithstanding the foregoing, nothing in this Agreement shall exclude or limit either party’s liability to the other in relation to: 9.5.1. death or personal injury caused by negligence or wilful or reckless misconduct of that party; 5 DELIVERY 5.1 The date of delivery specified by the Supplier is an estimate only. Upon the return of the Device along with all accessories by the Merchant, Careem and the Merchant will be required to acknowledge the transfer of the Device in writing as instructed by Careem; Shipment is at the risk of the Orderer on principle, i.e. Rights and obligations of our company,               a) has been caused by us by culpably breaching a material contractual obligation or,               b) is due to a grossly negligent or wilful breach of obligations through us. by accepting delivery of the goods and services covered hereby, buyer waives all terms and conditions contained in its purchase orders or other documents which are different from or additional to those contained herein and all such different or additional terms and conditions shall be null and void. Returns of goods delivered by us that are free of defects are excluded. d)Customer: the person or firm who purchases the Goods from the Supplier. 11.1 Upon Expiry or Termination You acknowledge and agree that you and Careem are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. 4.6. 8.2. Your access and use of the Careem Platform and the Merchant Application constitute your agreement to be bound by the Agreement, which establishes a contractual relationship between you and Careem. Careem will display Information and your Menu on the Careem Platform at its discretion; In the case of seizures or other third party intervention, the Orderer shall notify us in writing without undue delay. Claims for damages may be raised against us only in cases of gross culpability (wilful intent, gross negligence). In this case, we are not liable in particular for lost profits of the Orderer or for unforeseeable indirect consequential damage. In the event that defects emerge at the time of processing, operations shall be immediately suspended and any original containers not yet processed and unopened shall be secured. 2.3 "Harmful Code" means any software intentionally designed to (i) disrupt, disable, harm, or impede operation; or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-de… 8.1.1. On the delivery of the Device by Careem to the Merchant, the Merchant will be required to acknowledge the receipt of the Device in writing by executing an Asset Handover Form in the format annexed to the Agreement, and the cost of the Device will be charged to the Merchant pursuant to the terms of the Enrollment Agreement; These Terms and Conditions and the Enrollment Agreement shall hereinafter be referred to as the “Agreement”. THE MERCHANT WILL NOT SELL ANY GOODS THROUGH THE CAREEM PLATFORM THAT REQUIRE A MEDICAL PRESCRIPTION, ARE NARCOTICS OR ARE A CONTROLLED MEDICATION; The technical data and descriptions contained in our product information or advertising materials and technical data sheets, and the information and data provided by the manufacturer or his auxiliary persons shall not constitute warranties as to the properties, quality, or durability of goods within the meaning of item 3 of Article 459 of the Obligation Code (Obligacijski zakonik, hereafter: “. 2.2 "Delivery Date" means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work. If, in exceptional cases, we agree with the return of a fault-free item, it shall be credited to the Orderer only if we are able to determine that the goods are fully reusable. Such a credit balance will not be paid out but credited against future deliveries. Careem is a digital delivery and transportation network which operates a software platform matching, amongst other things, Customers seeking to place Orders with Merchants via the Careem Platform. 4.7. Interpretation 1.1 Definitions. Three months following the passing of the risk to the Orderer under No. 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; ), prices for Goods including all applicable taxes and charges, operating hours of the Merchant, any recommended usage and dosage information as well as any possible side effects relating to the Goods (if Goods are of a medical nature), manufacturers’ instructions and allergy information for any Goods, and any other Information that is required to be shown to the Customer in respect of the sale of the Goods to Customers under Applicable Law; Working days in each individual case of a violation of other obligations to cooperate default pursuant to 299.1... 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