WHOLESALE TERMS AND CONDITIONS

1. Applicability: these terms and conditions (the “Terms”) apply to the legal relationship between Jain&Kriz s.r.o, a private limited (společnost s ručením omezeným ) organised and existing under Czech law, with its seat in Prague, its address at U zemepisného ústavu 3, Prague 6, 160 00 Czech Republic (“Jain&Kriz” or “we”) and you (“you”). These Terms may change from time to time and are available at www.jainandkriz.com.

2. The Products: Jain&Kriz is a design studio, importer and wholesaler that designs and sells original products that are a crossover between India and Europe in aesthetic sensibility (the “Products”). By buying our Products you agree to be bound by the Terms.

3. Orders: to order Products via our website, you must create an account and provide your business name and email address. Please keep your information safe. All offers are non-binding and may be declined or changed by us.

4. Privacy and Confidentiality: all information transferred between you and us is shared on a strictly need to know basis only and is treated with strict confidentiality.

5. Pricing And Minimums: minimum opening order is 1500 euros. Minimum reorder is 750 euros. Accounts that have not made a purchase within the last twelve months are subject to a minimum reorder of 1500 euros. Any items shipped directly to the customer (drop shipping) will incur a 25% drop shipping fee.

6. Product Information: our Products are mostly handmade and can therefore differ from each other. All designs, prints, photos and other information about a Product are owned by us and are an estimation of the Product information. We are not liable for any deviation from a Product in reality to the Product information.

7. Payment: all prices are excluding VAT. Orders are subject to upto 50% advance payment. Orders received are confirmed in a pro-forma invoice. A pro-forma invoice details articles, prices and states a total amount to be paid along with the advance. Once you receive the pro-forma, you have the possibility to review and change the order. Once you confirm the order content, you are asked to make the advance payment. Payment for first time orders can be paid by Visa, Master Card, American Express or via bank transfer. As soon as the payment is received by Jain&Kriz, we start processing the order. As soon as the order is complete we issue a final invoice and your order is sent as instructed. The balance payment is to be made before the final shipment of goods. Credit cards will be processed at the time of shipment. A valid credit card number must be on file for the order to be processed. Net 30 terms will only be offered upon approval, to customers who have submitted satisfactory credit references. Net 30 terms will not be offered to first-time customers, but may be requested for second and subsequent orders. Differences that occur between prepayment and the invoice, because of deviations of deliveries, are refunded or kept on the account of Jain&Kriz.

8. Late Payment: late payments are subject to 18% annual finance charges. Interest will begin accruing one day after the due date on the invoice. Unpaid invoices will be submitted to a collection agency after 90 days. The amount due will include all legal and agency fees.

9. Delivery: delivery of orders is 60 - 90 days from the day of receipt of payment of the proforma invoice.

10. Shipping & Delivery Charges: orders within Europe are shipped through DPD unless prior arrangements have been made. All items ship from Prague, Czech Republic. Orders that exceed a value of 350 euros, –(excl. taxes) are delivered free of transport, packaging and delivery charges within the Czech Republic. Delivery expenses of orders in the Czech Republic below 350 euros are 7,50 euros per box. Orders within the EU are charged 7% of goods value for delivery expenses, except of very large items and/or delivery to remote areas; here the actual expenses are charged. Goods are delivered on a DAP basis and have transport insurance in the EU. Additional documentation expenses for Norway and Switzerland are added to these charges. Orders outside of European Union are delivered ex-works.

11. Returns: products cannot be returned, unless otherwise agreed. Products may only be returned undamaged, in original state and packaging. Costs for returning Products are borne by you. Returns may be made on damaged merchandise within fourteen days of the arrival of the order. Return requests must be submitted in writing.

12. Cancellation: any canceled order is subject to a 50% cancellation fee to be paid within fifteen days of cancellation. Shipment dates that have been pushed back by the buyer 60 days or more from the original estimated shipment date will be treated as cancelled orders and be subject to the 50% cancellation fee. Unpaid fees will be submitted to a collection agency after 90 days. The amount due will include all legal and agency fees.

13. Force Majeure: in the event of force majeure (unforeseeable circumstances), which includes (among others) non-availability of Products due to non-deliveries by our ateliers and suppliers, we may suspend the delivery of the Products.

14. Limitation of Liability: we are not liable for direct or indirect damages arising out of the use of our Products, whether based on warranty, contract, or any other legal theory (unless liability cannot be excluded under Czech law). Your right to compensation will at least be limited to the price of the ordered and paid Products.

15. Rules of Conduct: we respect your rights and demand that you respect our rights. You agree not to: a. pledge or accommodate any of the products to a third party before you fulfilled your obligation to pay for the Products; b. use any intellectual property rights, such as trademarks, service marks, trade names and logos of Jain&Kriz; and c. attempt to probe, scan, compromise or test the vulnerability of our website or Service or any related system or network, or breach any security or authentication. We are entitled to refuse access to our website if we suspect that you breach these Terms.

16. Indemnity: you agree to indemnify and hold us harmless from any claims, liabilities, damages, losses and expenses, as a consequence of the use of the Products. However, this limitation of liability does not intend to exclude our liability in cases of wilful misconduct or gross negligence.

17. Confidentiality: Buyer agrees to keep all wholesale pricing, terms and conditions confidential. Wholesale pricing, terms and conditions should not be published or discussed with other parties by the buyer under any circumstance.

18. Governing Law & Jurisdiction: these Terms are governed by Czech Law. The court of Prague has exclusive jurisdiction in any dispute between parties relating to these Terms.

Prague, 18th of August 2016