Ananas Anam Standard Terms and Conditions

1. INTERPRETATION

1.1 Definitions:

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

Conditions: the terms and conditions set out in this document.

Contract: the contract between the Supplier and the Client for the sale and purchase of the Goods in accordance with these Conditions.

Client: the person who, or the company or organisation which, purchases the Goods from the Supplier.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods including Piñatex® and/or any related Supplier product (or any part of them) set out in the Order.

Order: a Client order, for the Goods, as set out in the Suppliers Order Form, as completed by the Client.

Specification: any specification for the Goods communicated by the Supplier to the Client or where the Clients specification is to be used communicated by the Client to the Supplier.

Supplier: ANANAS ANAM ESPANA S.L. (registered in Spain with company number B67488221).

1.2 Interpretation:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. BASIS OF CONTRACT

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

2.2 The Order constitutes an offer by the Client to purchase the Goods in accordance with these Conditions. The Minimum order quantity is 1 linear metre (1m x 1.55m). The Client is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate including the full delivery address and postcode and the shipping contact name, email and contact number including country and area codes. The delivery recipient will receive an automated email notification with the tracking number once shipping instructions have been transmitted to our selected courier (see Clause 4). Incomplete Orders will not be authorised and will not be processed.

2.3 The Order shall only be deemed to be accepted when the Supplier supplies Goods pursuant to the Order placed by the Client or alternatively (if determined by the Supplier at its sole discretion) the Supplier issues an Invoice, at which point the Contract shall come into existence.

2.4 The Client waives all and any rights it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer.

2.7 Piñatex® is strictly not for resale or reproduction. For any further finishing please refer to our Branding Guidelines or contact the Ananas Anam team.

3. GOODS

3.1 The Goods are described in the Order and in the Suppliers catalogue as modified by the Supplier from time to time.

3.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4. ORDER AND DELIVERY

4.1 While the Supplier organises the shipping of the Clients Orders, it is not responsible for any import fees or customs charges. In relation to all Orders made by the Client, all additional fees charged in relation to any Order are the sole responsibility of the Client, as are any requests for certificates or customs documentation in relation to the Goods Ordered. The Supplier has no control over any taxes and/or import duties levied or applied to any Order. For more information on customs, duties, taxes and other import charges, please contact your local customs office. The Harmonised Code applicable to the Suppliers Goods is 5602109000. For queries regarding shipping of Orders contact shipments@ananas-anam.com telephone number +44 (0)20 7257 9371.

4.2. The Supplier is unable to agree alternative shipping methods arranged by the Client, due to the complications and time constraints involved.

4.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note that shows the date of the Order, the Contract number and/or all relevant Client and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).

4.4 The Supplier shall deliver the Goods to the location set out in the Order.

4.5 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.6 Usually orders will be dispatched 2-5 business days from receipt of full payment by the Client but any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7 If the Supplier fails to deliver the Goods, it shall either refund or send replacement Goods as agreed between the Supplier and the Client. 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 Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.8 If the Client fails to accept delivery of the Goods within three attempts by our selected Courier, or does not clear any duties or customs then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract, the Supplier may resell or otherwise dispose of part or all the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods.

4.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Client may not reject them, but on receipt of notice from the Client that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

4.11 Changing or cancelling Orders - For Goods in stock, changes to your Order are not applicable after the original quote has been accepted and the Order made. In such circumstances, any cancellation will be treated as a Return. For Goods awaiting production changes to or the cancellation of Orders must be communicated to the Suppliers sales team, which will manage any request on a case by case basis.

4.12 Orders can only be returned with the prior agreement of the Supplier. If a return is authorised by the Supplier, the Client will incur a handling charge of 30% of the invoiced Goods, subject to a minimum charge of €75.00. The Client will bear all lost shipping and handling fees.

5. QUALITY

Note: Piñatex® is a natural material and as such, its colour and texture may vary slightly.

5.1 The Supplier warrants that upon delivery, the Goods shall:

(a) conform within reason in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship within reason.

5.2 Subject to Clause 5.3, if:

(a) the Client gives notice in writing to the Supplier on receipt of goods that some or all of the Goods do not comply with the warranty set out in Clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Client (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business, the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 5.1 in any of the following events:

(a) the Client makes any further use of such Goods after giving notice in accordance with Clause 5.2;

(b) the defect arises because the Client failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the Client alters or repairs such Goods without the written consent of the Supplier or the Goods supplied are remnants which are non-returnable and non-refundable;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Client in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Client on completion of delivery.

6.2 Title to the Goods shall not pass to the Client until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other Goods that the Supplier has supplied to the Client in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Client (in circumstances where the Client has received the Goods), the Client shall:

(a) store the Goods separately from all other goods held by the Client 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 from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 8.1; and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 Subject to Clause 6.5, the Client may use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods.

6.5 If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in Clause 8.1, then, without limiting any other right or remedy the Supplier may have:

(a) the Client’s right to use the Goods in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Client to deliver up all Goods in its possession that have not been irrevocably incorporated into another product; and

(ii) if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery. The Client should check the delivery details at the time of payment as in most cases the payment will trigger the Order dispatch.

7.2 The Supplier may, by giving notice to the Client at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

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

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

(c) any delay caused by any instructions of the Client or failure of the Client to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes our handling fees any other costs and charges of packaging, insurance and transportation of the Goods (our selected courier Shipping costs), which shall be invoiced to the Client.

7.4 In relation to all Orders (production and prototyping) the Supplier requires confirmation that the full invoice amount has been received by it, including handling fees and shipping costs, before the shipping of any order from its warehouse. To guarantee early fulfilment of the Clients Order the Client must ensure prompt payment after receiving the Suppliers invoice. The Client must check the invoice details.

7.5 Whether or not the Client has been granted extended payment terms, if the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

7.6 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by the Supplier to the Client.

8. TERMINATION

8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Client if:

(a) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 3 days of that party being
notified in writing to do so;

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

(d) the Client’s financial position deteriorates to such an extent that in the Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in Clause 8.1(a) to Clause 8.1(d), or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

9.2 Subject to Clause 9.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods sold by the Supplier to the Client in the 12 month’ period prior to the date of the claim.

10. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate this Contract by giving 30 days written notice to the affected party.

11. GENERAL

11.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 Confidentiality.

(a) Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 11.2(b). For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives 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 this agreement. 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 11.2; and

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

(c) 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 this agreement.

11.3 Entire agreement.

(a) This 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 agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

11.4 Variation. Except for where stated otherwise in this Contract, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 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.

11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 11.7 (a); if sent by prepaid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by or email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

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

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of, or in connection, with this Contract or its subject matter or formation.