• Scope of Application

1. 1. 1. Kiara Naturals GmbH, Schwäbrig 833, 9056 Gais, Switzerland registered with the Commercial Register of Appenzell Ausserrhoden under company number CHE- 406.265.875 (hereinafter “Kiara” or “we” or “us” or other similar pronouns) offers the goods displayed on its website www.kiaranaturals.com/pro for sale and / or distribution according to the terms and Conditions together with the documents referred to in them (hereinafter “T&C”). 
      2. These T&C constitute a legally binding agreement between you (hereinafter the “Buyer” or “you” or other similar pronouns) and Kiara regarding the sale of the goods in Europe (the “Territory“).
      3. Our web shop shall only be made available for registered business users.

• Order

1. 1. 1. The order is placed in our web shop by adding the goods to the shopping basket, selecting the payment method, confirming these T&Cs and clicking the “Buy Now” button on the order page. Until this button is clicked, the Buyer can place the products in the shopping basket without obligation and change the data provided at any time by using the correction aids provided for this purpose in the order process. Sending the order is deemed to be the Buyer’s offer to Kiara to conclude a contract. 
      2. Placing the order in our web shop shall under no circumstances be deemed to be a legally binding offer to conclude the contract. The order is only accepted with the dispatch of the order confirmation by Kiara. The order confirmation shall constitute acceptance without reservations or restrictions of these T&C.
      3. Terms and conditions of sale or other terms and conditions of the Buyer will not become part of the agreement between Kiara and the Buyer even if they are not expressly objected or in express contradiction to any clause in these T&C. Should the purchase order have been issued as part of an individual agreement, the provisions of that agreement shall prevail over these T&C.

• Conclusion of Contract

1. 1. 1. The presentation of the products in the online shop does not constitute a binding offer in the legal sense, but a non-binding online catalogue.
      2. By confirming the T&C, the Buyer accepts the T&Cs in the version applicable at the time the offer is made.
      3. The acceptance of the order and thereby the conclusion of the contract shall only take place by means of an order confirmation, which shall contain a unique reference number.
      4. Before sending the order confirmation, Kiara checks the order and the availability of the ordered products.
      5. Any payments already made by the Buyer prior to the dispatch of the order confirmation are subject to reservation. If the contract is not concluded, any payments already made by the Buyer will be refunded, but without any interest.

• Prices – Invoicing – Payments

• Prices

1. 1. 1. 1. All prices are quoted in Euro (“EUR”) and are final prices, i.e. they include the statutory value added tax (“VAT”). The prices shall cover delivery of the goods or performance of the services.
         2. The applicable prices shall be those that were agreed upon by the Buyer and Kiara upon placing the order and that feature on the order. 
         3. Kiara may not change the prices or rates charged for orders that are currently in progress. Prices shall include transportation and packaging. Any qualitative and quantitative discounts, rebates and price cuts extended by Kiara and publicised by the latter shall be immediately and fully applicable to the Buyer.

• Invoicing

1. 1. 1. Invoices sent to the Buyer by Kiara must be made out in EUR or the currency selected by the Buyer during the ordering process and addressed to the Buyer’s account department. Invoices shall be drawn up in keeping with local laws and must set out the following information in addition to all the standard legal statements:

1. The order reference number;
2. A detailed description of the goods;
3. The amounts of recoupable and non-recoupable taxes;
4. If applicable, Kiaras and the Buyers VAT numbers.

1. In the event of a concurrent delivery of several orders, Kiara shall draw up a separate invoice for each order. 
2. Any incomplete or erroneous invoice may be returned to Kiara.

• Payment

1. 1. Buyer shall pay to Kiara the purchase prices as set out on the order confirmation. 
   2. Kiara reserves the right to change its prices at any time by issuing new price lists. The former prices shall apply to any orders accepted by Kiara prior to issuing new price lists.
   3. All sums due by Buyer to Kiara under these T&C shall be paid to Kiara in the agreed upon currency within 30 calendar days of the date of the relevant order by electronic transfer to the following account: 

ACCOUNT NAME: Kiara Naturals GmbH

IBAN NUMBER: CH0680808005060639473

BIC: RAIFCH22

ADDRESS:                               Schwäbrig 833, 9056 Gais

1. Any sum under these T&C that is not paid on or before the date such payment is due shall bear interest at the rate of five percent (5%) per annum until payment is made in full.
2. The Buyer may withhold payment if Kiara’s invoice is inaccurate or does not meet legal or tax requirements.

• Delivery Transfer of Title and of Risk

1. 1. 1. Subject to any contradictory provisions in an individual agreement, the goods shall be delivered duty paid to the agreed delivery point at the latest within 10 business days. Kiara shall deliver the goods ordered at the place indicated in the order confirmation and/or in an individual agreement.
      2. Kiara shall be responsible for packaging the goods to enable them to withstand transportation, handling and storage without damage. Kiara shall compensate the Buyer for any breakage, missing elements or damage caused by inadequate packaging. All packages must be clearly identified by means of the Buyer’s reference number. 
      3. In the event of a delay in delivering the goods and subject to any contradictory provisions in the order confirmation or an individual agreement, Kiara shall immediately notify the Buyer and provide a new delivery date.
      4. In the event of a partial or total failure on the part of Kiara to deliver the goods, the Buyer shall be automatically entitled to withhold any payment due until the goods have been completely delivered. In this event, the Buyer shall also be entitled to either (i) cancel the order and resign from the purchase or (ii) reduce the purchase price to the corresponding fraction of the order value that has already been delivered.

• Transfer of Title and Risk

1. 1. 1. The transfer of title and of risks shall take place upon delivery once the Buyer has accepted the goods without reservations, regardless of the payment date. Kiara will pass to the Buyer good and marketable title to the goods, free and clear of all liens, claims or other encumbrances of any kind (“Liens”).

• Warranty

1. 1. Kiara warrants that the goods conform to the laws and regulations of the Territory. 
   2. Within 5 business days from receipt thereof, Buyer shall proceed with quality controls of goods and shall notify Kiara in writing of any complaint or claim on account of quality, quantity or errors in number or weight promptly upon discovering them. Kiara’s sole liability (to the exclusion of any other warranty, express or implied, loss of profit or incidental damage) shall be to replace at its own costs such quantity of goods corresponding to the quantity found defective and to cover Buyer’s cost directly linked to such replacement. 
   3. Kiara hereby warrants that the goods delivered, as well as, where applicable, the packaging and labeling, shall at delivery and, if applicable for the duration of shelf life, comply with every aspect of the Buyer’s order and shall be free of any apparent or hidden defect.
   4. The Buyer’s inspection of the quality of the goods shall not detract from Kiara’s obligation regarding its compliance with the order nor shall limit any warranty or other rights of the Buyer. When the Buyer discovers that the goods do not comply with the Buyer’s order, the Buyer shall notify Kiara of this and return the goods. Kiara may replace the defective goods within 30 calendar days. 
   5. If Kiara does not replace the defective goods within 30 calendar days, the Buyer may either:

1. cancel the order after notifying Kiara thereof; or
2. secure, at Kiara’s expense, the immediate replacement of the non-compliant goods with goods or services of equivalent or superior quality at the same price.

• Indemnification and Liability

• Indemnification

1. 1. 1. Buyer shall indemnify and hold Kiara harmless from all damages, losses, liabilities, obligations, fees or expenses, including reasonable attorney’s fees relating to claims by third parties in relation to the death or personal injury to human beings resulting from the use or application of the goods in the Territory which can be attributed to:

1. the storing, handling or use of the goods by Buyer, its employees, representatives or agents;
2. any non-compliance with any instruction given by Kiara in connection with the goods or any restriction on promotion or distribution of goods imposed by channel or platform operators; or
3. any intentional or negligent act or omission or to any breach of Buyer’s obligations under these T&C.

• Liability

1. 1. Unless expressly provided otherwise, Kiara is only liable for damages which were caused with unlawful intent or by gross negligence. Any liability for auxiliary persons (employees or representatives) of Kiara is hereby excluded to the extent permitted under applicable laws.
   2. To the extent possible under applicable laws, in no event shall Kiara be liable to Buyer for:

1. Loss of profit, business, revenue, goodwill or anticipated savings; and/or
2. Any other indirect or consequential loss or damage.

1. Except with regard to recalled goods pursuant to clause 9 or unless otherwise agreed between the Parties in any individual case, returns of goods remain in the full responsibility of Buyer and Kiara has no liability to replace or reimburse Buyer for returned goods or associated costs.

• Recalls

1. 1. 1. In the event that any regulatory agency requires a recall of goods or if Kiara or a regulatory authority initiates a recall of the goods, Buyer will cooperate with and assist Kiara in locating and if necessary retrieving recalled goods in the Territory. Kiara will reimburse Buyer for reasonable expenses related to the recall of goods and for the cost of the recalled goods.

• Intellectual Property Rights

1. 1. 1. Buyer undertakes to respect all immaterial and intellectual property rights of Kiara whether registered or not (including, but not limited to, patent rights, internet addresses, trademark rights and the rights to the industrial design as well as the related know-how and/or trade secrets; the “IP Rights“) and to refrain from any action which may, directly or indirectly, infringe upon such IP Rights and/or cause damage to Kiara or affect Kiara’s name, reputation, image and/or goodwill in a detrimental way.
      2. Kiara grants the Buyer a license to use the Kiara Trademarks to the extent necessary for the marketing, distribution and sale of the goods in the Territory by the Buyer and to permit Buyer’s sales organisations the use of these trademarks, however, only under and in compliance with the terms and conditions of these T&C. Kiara may at any time reject the use of certain marketing materials used by the Buyer containing Kiara Trademarks if such marketing material is perceived negatively by Kiara.
      3. Nothing in these T&C shall be construed as an assignment of IP Rights to Buyer nor as granting Buyer any right on any of the IP Rights other than the right to use them only as specifically and expressly provided hereunder.

• Termination of T&Cs

1. 1. 1. If Kiara fails to perform any of its obligations in these T&Cy, then the Buyer shall be fully entitled to terminate its relationship with Kiara without notice or other legal formalities or cancel its order. The relationship shall be terminated respectively the order cancelled if Kiara fails to remedy the breach or perform its obligations within 30 calendar days of being sent a registered letter summoning it to do so, notwithstanding any compensation that the Buyer may request from Kiara for the damage that the Buyer incurred as a result of said breach or failure to perform.
      2. Kiara may terminate its contractual relationship with you. Should Kiara decide to do so, Kiara will provide you with a 30 calendar days notice with the reasons for its decision to terminate its relationship with you.

• Miscellaneous

• Language

These T&C are provided in German and English language. In case of any inconsistencies, the English language version shall prevail.

• Severability

If any provision of these T&C or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of these T&C and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each other provision of these T&C shall be valid and shall be enforced to the fullest extent permitted by law. The invalid provision or unenforceable provision shall be replaced by a provision achieving the same business purpose.

• Amendments

Any amendment or supplementation of these T&C shall require written form. The written form may be dispensed with only in writing.

• Variations

We may revise these T&Cs at any time. If we do so, we will notify you as an existing user at least 15 calendar days prior to such changes.

• Jurisdiction and Applicable Law

1. 1. These T&C shall be construed in accordance with and governed by Swiss law excluding Swiss conflicts of law. The United Nations Convention on the International Sale of Goods or any general terms and conditions of Buyer shall not apply.
   2. Any disputes arising out of or in connection with these T&C shall be submitted to the courts of the City of Zurich.