Terms & Conditions

1.1. In these Terms the following terms shall have the following meanings: 

1.2. Any reference in these Terms to any provision in legislation shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time. 

1.3. Words in the singular include the plural and in the plural include the singular. 

1.4. The headings in these Terms are for convenience only and shall not affect their interpretation.  

1.5. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Contract.  

1.6. If there is any conflict or inconsistency between these terms and the terms of any Additional  Agreement, these Terms shall take precedence over the Additional  Agreement. 

2.1. We are Nkuku Limited, a company registered in England and Wales. Our company registration number is 04614918 and our registered office is at Lower Tweed Mill, Shinners Bridge, Dartington, Totnes, Devon, TQ9 6JB. Our registered VAT number is GB 380 8840 72.

2.2. We consider our environmental impact by using eco-friendly materials and valuing and sustaining handmade traditional skills through fair and transparent relationships with our suppliers. Our recommended retail prices reflect the quality and provenance of our Products as well as our sourcing ethics. Our products are not suitable for commercial use unless otherwise stated.

2.3. Many of our Products are either handmade or hand finished and sourced from natural or recycled sources. Because of the nature of the craftsmanship of our Products there may be slight variations between any two of the same Products. Such variations may include, but are not limited to, variations in size, weight, textures, colours and shape.  Such variations are a natural result of the craft process. Please refer to paragraph 9 below for full terms and conditions relating to the quality of products.  

2.4. Many of our larger Products (such as furniture pieces) are made by hand and therefore the dimensions of the Products we supply may vary from those stated in the Product Specification. Nkuku endeavours (but does not undertake) to ensure that all Product dimensions are within a 2% tolerance of the dimensions stated in the Product Specification on the Trade Website.   

2.5. The images of our Products on the Trade Website are for illustrative purposes only. While we work hard to ensure that the colours of our products are represented accurately on our site, the colours you see on our site on your computing device or smartphone (or however you view our site) may vary depending on the monitor (or other device) you use and your screen settings.

2.6. Just as we inform our customers, we recommend that you inform your customers as follows regarding our Products:

a. It is the customer’s responsibility to choose a product that is suitable for its intended use. 

b. Extra attention should be paid to the measurements of Products to ensure that a Product will (i) fit where it is intended to go and (ii) is capable of being delivered to the customer. This particularly applies to our larger Products.

c. To ensure that a Product can be delivered to the delivery address, it is the customer’s responsibility to measure doorways and/or other entrance points applying a 5% tolerance to the dimensions stated in the Product Specification.    

2.7. If you have any questions regarding any of our Products, please do not hesitate to contact our Trade Customer Care Team and they will be happy to discuss our Products with you.

3.1. Nkuku shall sell and the Trade Customer shall buy the Products, subject to these Terms which shall govern the Contract to the exclusion of any other terms and conditions. These Terms and any Additional Agreement supersede any previously issued terms and conditions of sale.

3.2. Nkuku will not sign and does not accept any terms and conditions that may supersede these terms, policies or procedures (including but not limited to any Trade Customer CSR requirements) endorsed on, delivered with, or contained in the Trade Customer’s purchase conditions, order, confirmation of order, specification or other document of the Trade Customer. 

3.3. Subject to paragraph 17.15, no variation to these Terms shall be binding unless confirmed by nkuku in writing and signed by a Director of nkuku.

3.4. Nkuku’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by nkuku in Writing signed by a Director of Nkuku.  In entering into the Contract the Trade Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by nkuku shall be subject to correction without any liability on the part of nkuku.

3.6. Nkuku shall sell the Products to the Trade Customer on an order by order basis and may, at its sole discretion, cease accepting orders from the Trade Customer at any time.

3.7. For the avoidance of doubt, the Products are sold by nkuku to the Trade Customer for onward sale by the Trade Customer via the Trade Customer’s Approved Outlets and must not be sold from any other outlets without the express advance permission in writing of nkuku.

4.1. The Trade Customer shall submit all orders for the Products via the Trade Website and in line with any order deadlines issued by nkuku from time to time.

4.2. Minimum order values will apply to all orders each season as notified to the Trade Customer each season. 

4.3. Once an order has been submitted by the Trade Customer to nkuku in accordance with paragraph 3.1, it cannot be changed, modified or cancelled without the written consent of nkuku. 

4.4. The acceptance of each order submitted by the Trade Customer shall be entirely at the discretion of nkuku and shall be subject to availability.  

4.5. No order submitted by the Trade Customer shall be deemed to be accepted by nkuku or a contract formed between the parties unless and until the earlier of the following two events occurs:

a. a sales order confirmation email is sent to the Trade Customer from info@nkuku.com  (the “Sales Order Confirmation Email’); or 

b. a Trade Customer takes possession of Products. 

4.6. The Trade Customer shall be responsible to nkuku for ensuring the accuracy of the terms of any order submitted by the Trade Customer and for giving nkuku any necessary information relating to the Products or the Delivery of the same within a sufficient time to enable nkuku to perform the Contract in accordance with its terms.

4.7. Nkuku may at any time prior to Delivery of the Products, without liability to the Trade Customer: 

i. make changes to the specifications of the Products provided that such changes do not adversely affect the quality of the Products and that notice is given to the Trade Customer of such changes as soon as is reasonably practical; and/or 

ii. cancel or amend the order (or part of the order) in respect of one or more of the Products as it sees fit for any reason. 

4.8. If nkuku allows the Trade Customer to cancel an order or part of any order pursuant to paragraph 4.3, nkuku reserves the right to charge a cancellation fee of 10% of the value of the cancelled part of the order to the Trade Customer.  

4.9. Nkuku will work to give Trade Customers access to a wide range of its Products but it is not obliged to make all of its Products available to its Trade Customers. Where it can nkuku will work with Trade Customers to curate a collection of its Products to best serve the Trade Customer.   Drop Ship accounts will be opened at nkukus discretion and will include edited ranges available for the Trade Customer to offer to their end customer.

5.1. The price of the Products shall be the price listed in as specified on the Trade Website on the date of order.  All prices quoted are valid for 30 days only, after which time they may be altered by nkuku. nkuku endeavours but does not undertake to provide notice to Trade Customers of any price changes.  

5.2. The price of the Products shall be confirmed in the “Sales Order Confirmation Email" referred to in paragraph 4.5 above. In the majority of cases the price stated in the Sales Order Confirmation Email will be set however nkuku reserves the right, by giving notice to the Trade Customer at any time before Delivery, to increase the price of the Products to reflect any increase in the cost to nkuku which is due to any factor beyond the reasonable control of nkuku (including without limitation, any foreign exchange fluctuation, currency regulation, alteration of taxes or duties, significant increase in the costs of labour, force majure event, materials or other costs of manufacture, Delivery costs, any change in Delivery windows, quantities or specifications for the Products which is requested by the Trade Customer, or any delay caused by any instructions of the Trade Customer or failure of the Trade Customer to give Nkuku adequate information or instructions).

5.3. Products are priced exclusive of Delivery charges. Delivery costs are as detailed on the Trade Website and can be viewed at this link https://trade.nkuku.com/. nkuku reserves the right to amend the Delivery costs from time to time without prior notice to the Trade Customer. 

5.4. Prices for delivery to non-mainland UK destinations will be confirmed by nkuku from time to time.   Orders to non-mainland UK destinations are accepted at nkukus discretion.

5.5. All prices are quoted exclusive of any applicable value added tax, which shall be charged to the Trade Customer at the prevailing rate.  

5.6. Should the Trade Customer require any form of pre-retailing to be carried out to the Products (e.g. amendments to labelling or packaging), this shall be the responsibility and cost of the Trade Customer unless otherwise agreed by Nkuku in writing.  

5.7. Drop Ship Items, where applicable, will be charged at a different rate to those supplied on a wholesale basis.

5.8. Nkuku will provide recommended retail prices to the Trade Customer. The Trade Customer is free to set its own resale prices for the Products. The price of Products reflects their quality, provenance and sourcing ethics, ensuring optimum value for money within the market.

6.1. Payment of the price for the Products is due in pounds sterling in full without deduction, set-off or counter claim in accordance with the payment terms agreed with the Trade Customer as set out in the Trade Account Form.

6.2. Trade Customers may make payment via two [routes/options]:

6.3. Trade Customers operating as Credit Accounts are required to make payment within 28 days of the invoice issued by nkuku. Unless otherwise agreed, invoices will be issued to Credit Account Trade Customers on a monthly basis.   

6.4. The time of payment of the price shall be of the essence.

6.5. Payment can be made to the bank account details set out on the nkuku invoice or via credit or debit card. 

6.6. If any payment is in arrears, nkuku shall have the right to suspend deliveries or cancel further orders until such payment is received.

6.7. The Customer must provide an email address for the purposes of receiving invoices and agreed to accept invoice by email. 

6.8. If the Customer fails to make any payment by the due date then, without prejudice to any other right or remedy available to nkuku, nkuku shall be entitled to cancel the Contract or suspend any further deliveries to the Trade Customer and charge the Trade Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank’s base lending rate from time to time, accruing at a daily rate until payment in full is made.

7.1. Once an order has been accepted by nkuku and unless otherwise agreed in writing, the Products will be delivered in accordance with the time frames set out on the Trade Website. 

7.2. Collection of Products from nkuku’s Warehouse is possible if prior agreed in writing. 

7.3. Delivery shall take place when nkuku makes the Products available to the Trade Customer (or its nominated carrier) at the Delivery Location.  The Trade Customer shall be responsible for ensuring that it has adequate and appropriate equipment and manual labour for offloading the Products at the Delivery Location.  

7.4. Any dates quoted for Delivery of the Products are approximate only. The Products may be delivered by nkuku in advance of or at any time after the quoted Delivery window.

7.5. The quantity of any consignment of Products as recorded by nkuku on despatch from nkuku’ place of business shall be conclusive evidence of the quantity received by the Trade Customer on Delivery unless the Trade Customer can provide conclusive evidence proving the contrary. Such evidence to be provided within 48 hours. 

7.6. Without prejudice to paragraph 7.9 below, where the Products are to be Delivered in instalments, each Delivery shall constitute a separate Contract and failure by nkuku to Deliver any one or more of the instalments in accordance with these Terms or any claim by the Trade Customer in respect of any one or more instalments shall not entitle the Trade Customer to treat the Contract as a whole as repudiated.  

7.7. If the Trade Customer fails to accept Delivery of the Products within three business days of the initial delivery attempt, risk in the Products shall pass to the Trade Customer and without prejudice to any other right or remedy available to nkuku, nkuku may store the Products until actual Delivery and charge the Trade Customer for the reasonable costs (including insurance) of storage or sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Trade Customer for the excess over the price under the Contract (assuming the Trade Customer has already paid for the Products) or charge the Trade Customer for any shortfall below the price under the Contract.  Alternatively, nkuku shall have the right to invoice such Products including the administrative and other costs of such non-acceptance including for immediate payment. 

7.8. Nkuku shall not be liable for any non-delivery of Products (even if caused by nkuku’s negligence) unless the Trade Customer gives written notice to Nkuku of the non-delivery within five (5) days of the date when the Products would in the ordinary course of events have been received.

7.9. Without prejudice to paragraphs 7.6, if Nkuku fails to Deliver the Products for any reason other than any cause beyond nkuku’s reasonable control or the Trade Customer’s fault, and nkuku is held by a court of competent jurisdiction to be liable to the Trade Customer, nkuku’ liability shall be limited to the excess (if any) of the cost to the Trade Customer (in the cheapest available market) of similar Products to replace those not Delivered over the price of the Products.

7.10. Unless otherwise agreed, the Trade Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by Nkuku, the Trade Customer shall make those licences and consents available to nkuku prior to the relevant shipment.

7.11. If we have agreed to provide Product to the Trade Customer on a “Drop Ship” basis, the “Drop Ship Process” shall apply to such orders.

7.12. Trade customers that have been approved for Drop Ship orders will be granted a new Drop Ship account and email address in order to place this type of order effectively. 

7.13. For all Drop Shop orders, the trade customer owns the relationship with their end customer. All communication from nkuku will be via the trade customer.  Nkuku do not accept returns due to customer change of mind. If the end customer does not like a product, it is the Trade Customers responsibility to arrange a return. 

7.14. If the end customer refuses a drop ship delivery, the item will be returned to nkuku but a charge for delivery and restock will be made to the trade customer. If the product is damaged or broken, nkukus policy as referenced In clause 9.9.

8.1. Risk of damage to or loss of the Products shall pass to the Trade Customer at the time of Delivery or, if the Trade Customer wrongly fails to take Delivery, at the time when nkuku has tendered Delivery of the Products. It is the Trade Customer’s responsibility to insure the Products from this point.

8.2. Notwithstanding Delivery and the passing of risk in the Products or any other provision of these Terms, ownership of the Products shall not pass to the Trade Customer until nkuku has received in full (in cash or cleared funds) all sums due to it in respect of the Products in question.

8.3. The Trade Customer shall lose its rights to possession and resale of the Products if:

8.4. The Trade Customer shall register any necessary charge over money or Products and take such other steps as are necessary to give effect to this paragraph 8 at the request of nkuku.

9.1. Without prejudice to any other term of these Terms, the Products are supplied to the Trade Customer without any right to return.

9.2. Subject as expressly provided in these conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.3. Subject to the conditions set out below nkuku warrants that the Products will at the time of Delivery correspond in all material respects with their Product Specification and will be free from material defects in design, material and workmanship. 

9.4. Our products are not suitable for commercial use unless otherwise stated.

9.5. For the avoidance of doubt, variations between two identical Products or discrepancies between the Product Specification and the actual Product which include, but are not limited to, variations in size, weight, textures, colours and shape which are the natural result of the craft process used to produce the Product will not be considered a defect. 

9.6. If the Trade Customer becomes aware of any issue which is a breach of the warranty in paragraph 9.3 above, the Trade Customer shall notify Nkuku, in writing and provide photographic evidence of the defect, within 48 hours of Delivery or where the defect or failure was not apparent on reasonable inspection due to a manufacturing error then this should be notified within 3 months of delivery.

9.7. In respect of any claim for breach of the warranty given in paragraph 9.3, Nkuku shall be entitled to at Nkuku’s sole discretion: 

a. repair or replace the Products (or any part thereof) free of charge; or,

b. refund the Trade Customer the price of the Products (or a proportionate part of the price); or

c. offer a credit note for the price of the Products (or a proportionate part of the price),

9.8. Nkuku shall not be liable for a Product’s failure to comply with paragraph 9.3 if: 

a. further use of such Products are made after giving notice in accordance with paragraph 9.4; 

b. the defect arises because nkuku's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products;

c. the Product is altered or repaired without the written consent of nkuku; 

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

e. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

9.9. If nkuku agrees to accept defective Products for a return, unless otherwise agreed, Products must be returned by the Trade Customer with the invoice number applicable to the Products being returned. Any Products returned without a valid invoice number may be returned to the Trade Customer, at the Trade Customer’s cost or will incur an administration fee of £100.

9.10. If the parties fail to resolve any potential dispute or the Trade Customer fails to notify nkuku of the issue and/or prove that there is a defect in accordance with this paragraph 9.3, the Trade Customer shall lose its right to reject the Products. 

9.11. Save as set out in this paragraph, nkuku shall have no further liability to the Trade Customer.

10.1. Nkuku shall accept liability to the Trade Customer for: (a) the injury to or death of any person caused by the negligence or wilful misconduct of nkuku; and (b) fraud or fraudulent misrepresentation.

10.2. Except for the type of liability referred to at paragraph 10.1 and liability for defective Products under consumer legislation which is not capable of exclusion or limitation under law, nkuku’s total liability (whether in contract, tort (including negligence) or restitution, breach of statutory duty or misrepresentation, or otherwise) in respect of any contractual breach or representation, statement or tortuous act or omission arising under or in connection with these Terms (a “Default”) shall not exceed the total sums payable by the Trade Customer to nkuku in respect of the Products to which the Default relates.

10.3. Without prejudice to paragraph 9.2, nkuku shall not be liable to the Trade Customer, whether in contract, tort (including negligence) or restitution, breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, nor for any special, indirect or consequential damage suffered by the Trade Customer that arises under or in connection with these Terms.

10.4. The Trade Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Trade Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and its terms from time to time. 

11.1. The obligations of nkuku shall be suspended during the period and to the extent that nkuku is prevented or hindered from complying with them by any cause beyond the control of nkuku including (without limitation) acts of God, pandemic or epidemic, strikes, lock-outs, labour disputes and compliance with any law or governmental order, rule, regulation or direction or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of sixty (60) days, the Trade Customer shall be entitled to give notice in Writing to nkuku to terminate the Contract.

12. INSOLVENCY OF TRADE CUSTOMER

12.1. This paragraph applies if the Trade Customer makes any voluntary arrangement with its creditors or  (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Trade Customer; or the Trade Customer ceases, or threatens to cease, to carry on business; or any similar or analogous event occurs in any jurisdiction; or nkuku reasonably apprehends that any of the events mentioned above is about to occur in relation to the Trade Customer and notifies the Trade Customer accordingly.

12.2. If this paragraph applies then, without prejudice to any other rights or remedy available to nkuku, nkuku shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability to the Trade Customer, and if the Products have been Delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary. 

13.1. In addition to the provisions contained elsewhere in these Terms, nkuku may cease trading with the Trade Customer, defer or cancel any Deliveries in relation to any order, without prejudice to any amounts due and owing and to any damages suffered in consequence thereof if; (a) there is a change in ownership of the Trade Customer which leads to a change in relation to the majority of shares or voting rights held by its shareholders; or (b) the Trade Customer breaches any of the terms of these Terms.

14.1. Nkuku may, at its sole discretion, provide the Trade Customer with materials and fittings (“Marketing Materials”) to help promote and maximise sales of the Products. The Marketing Materials may include items for use in store such as display units, countertop units, props, temporary point of sale materials, window displays,  graphic strut cards, hanging graphics and vinyls, or for use online such as photography, copy or other assets which can be accessed by the Trade Customer via the Image Library.

14.2. Risk of damage to or loss of the Marketing Materials shall pass to the Trade Customer at the time of delivery to the Trade Customer’s premises (or such other place as agreed by the parties in writing). Title to the Marketing Materials shall at all times remain with nkuku.

14.3. The Trade Customer agrees and acknowledges that:

a. all intellectual property rights in the Marketing Materials and documentation and sample images contained in the Trade Website are and remain the property of nkuku and no right of intellectual property subsisting in or used in connection with any Marketing Materials or documentation and sample images contained in the Trade Website in respect of the same is granted to or vested in the Trade Customer other than the right to use the Marketing Materials and the Trade Website for the purposes expressly agreed by Nkuku; and 

b. all use of the Marketing Materials shall be strictly in accordance with the Brand Guidelines, or any other written instructions of Nkuku from time to time.

14.4. The Trade Customer acknowledges and agrees that where photography is provided by nkuku to the Trade Customer:

d. it will be subject to certain usage rights (e.g. territorial restrictions, time periods outside which the photographs may not be used, certain mediums on which the photographs may not be used). The Trade Customer shall comply in full with such usage rights and shall indemnify nkuku against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, nkuku as a result of any breach of such usage rights. 

14.5. The Trade Customer shall: 

15.1. No right of intellectual property subsisting in or used in connection with any Products, Marketing Materials, photographs or documentation accessed by the Trade Customer via the Trade Website or Image Library in respect of the same is granted to or vested in the Trade Customer other than the right to use the Products, Marketing Materials and photography strictly in accordance with these Terms and the Brand Guidelines. The Trade Customer will fully indemnify nkuku against all liabilities, costs and expenses resulting from any claim that the use of any Product Specification provided by the Trade Customer in connection with the Contract infringes the rights of any third party.

15.2. All drawings, designs, specifications and other information provided by nkuku are confidential and all rights of copyright and other intellectual property rights in respect of them shall remain vested in nkuku and shall not pass to the Trade Customer.

15.3. Nothing in these Terms shall be construed as conferring any licence or granting any rights in favour of the Trade Customer in relation to Nkuku’s intellectual property rights and nkuku asserts its full rights to control the use of its trade marks. The Trade Customer shall comply with any requirements notified to it by nkuku with respect to the use of its trade marks (both unregistered and registered marks) and brand materials, in particular the requirements specified in the Brand Guidelines. 

15.4. The Trade Customer shall:

a. ensure that its bricks and mortar store and/or website (and all associated materials):

i. complies with the Brand Guidelines and any other reasonable instructions issued by nkuku from time to time;

ii. is suitable for the retail sale of the Products and reflects the high-quality image and reputation of both the “nkuku” brand name and the Products;

iii. not sell or display other products which prejudice, detract from or harm the high-quality image or reputation of the nkuku brand name or the Products;

iv. not do (or omit to do) anything which brings the nkuku name into disrepute;

v. offer consumers the full range of care and after-sales services provided by nkuku to its consumers; 

b. offer a first class Trade Customer response by acknowledging all emails by return, by responding personally to all emails within 24 hours, by resolving all queries within 96 hours and by providing at least two communication channels (one of which must be email);

c. ensure that its website:

i. advertises the consumer’s right to return the Products to the Trade Customer; 

ii. provide a secure website for transactions;

iii. complies with all legal and regulatory requirements in force from time to time and which relate to the sale of the Products online and the protection of personal data;

iv. prominently displays a clear policy relating to pricing, delivery charges, payment methods, delivery agreements, full refunds and, where appropriate, clear and understandable terms and conditions.

15.5. If the Trade Customer is (in nkuku’s reasonable opinion) in breach of the Brand Guidelines or any of the provisions of paragraph 15.4 above, then nkuku will notify the Trade Customer of this and the Trade Customer will be given a period of 14 days to bring their store or website into compliance. If the Trade Customer fails to do so then nkuku may, at its sole option, allow the Trade Customer a further period of 7 days to bring the store or website into compliance or require the Trade Customer to remove the Products from sale and return these to nkuku at the Trade Customer’s own expense.

15.6. Save as expressly agreed in writing with nkuku, the Trade Customer shall not use or seek to register any domain name, trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which nkuku, or any associated company of nkuku, owns or claims rights in anywhere in the world. If the Trade Customer does register any such rights, it shall immediately on demand from nkuku (and at no cost to nkuku), assign such rights to nkuku.

16.1. The Trade Customer shall keep strictly confidential all commercial, financial or technical information relating to the Products and all information concerning the business and affairs of nkuku obtained from nkuku either pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.

16.3. The Trade Customer shall ensure that any person associated with it who is performing obligations in connection with a Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on that party in this paragraph 16 (Relevant Terms). The Trade Customer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to nkuku for any breach by such persons of any of the Relevant Terms.

16.6. The Trade Customer shall notify the Client as soon as practicable after it becomes aware of any breach of paragraph 16.5 and shall provide all information as requested by nkuku in respect of the same.

16.7. Breach of this paragraph 16 shall entitle nkuku to cease trading with the Trade Customer or terminate a Contract pursuant to paragraph 13 of these Terms.

16.8. For the purposes of this paragraph 16, a person associated with the Trade Customer includes but is not limited to any approved sub-contractor of the Trade Customer.

17.1. All samples, drawings, descriptive matter, specifications and advertising issued by nkuku and any descriptions or illustrations contained in nkuku’s catalogues or brochures or on the Trade Website are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.

17.2. The provisions of this paragraph 17.2 will be reviewed by nkuku at the start of each season and is subject to revocation at any time in nkuku’s sole discretion

17.3. The Trade Customer will be given access to the Trade Website following the approval by nkuku of the Trade Customer’s trade account. The Trade Customer must accept and agrees to comply with the terms and conditions of use governing the Trade Customer’s use of the Trade Website.

17.4. The Trade Customer’s use of the Trade Website is personal to the Trade Website and is not transferable to any third party. Login details for the Trade Website are confidential and should not be shared. All information contained in any documentation within the Trade Website constitutes nkuku confidential information and must not be disclosed by the Trade Customer except in accordance with paragraph 17.1 above. 

17.5. The Trade Customer shall only use the Trade Website for lawful purposes and in a way that does not infringe the rights of, restrict or inhibit nkuku or any other Trade Customer’s use of the Trade Website. The Trade Customer shall not misuse the Trade Website by knowingly introducing viruses, worms, Trojans or other material which is malicious or technologically harmful and the Trade Customer will fully indemnify nkuku against all liabilities, costs and expenses resulting from any breach by the Trade Customer of this paragraph 17.5. 

17.6. The Trade Customer shall not store the content of the Trade Website on a server (or any other device connected to a network), copy, reproduce, republish, download, post, broadcast, transmit or make available to the public the content of the Trade Website. 

17.7. Nkuku has the right to revoke the Trade Customer’s access to the Trade Website if in nkuku’s opinion, the Trade Customer’s conduct breaches these Terms or the terms of use applicable to the Trade Website. This is without prejudice to nkuku other rights and remedies. 

17.8. Nkuku provides no guarantee that the Trade Website will always be available or access will be uninterrupted. Nkuku may suspend, withdraw, discontinue or change all or any part of the Trade Website without notice and Nkuku will not be liable to the Trade Customer if for any reason the Trade Website is unavailable at any time or for any period of time. To the extent permitted by law, nkuku excludes all conditions, warranties, representations or other terms which may apply to the Trade Website, whether express or implied. Nkuku will not be liable to the Trade Customer for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Trade Customer’s use of, or inability to use, the Trade Website. Nothing in these Terms excludes or limits Nkuku’s liability for death or personal injury arising from nkuku negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. 

17.9. Nkuku may assign the Contract or any part of it to any person, firm or company but the Trade Customer may not assign the Contract without the prior written consent of nkuku.

17.10. No waiver by Nkuku of any breach of the Contract by the Trade Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.11. Nkuku may perform any of its obligations or exercise any of its rights under these conditions by itself or through any other member of its corporate group. 

17.12. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.

17.13. It is the Trade Customer's obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import or resale of the Products.

17.14. Nkuku shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Trade Customer under the Contract.

17.15. Nkuku may amend any of the Terms at any time and at its sole discretion.  Any changes will be effective upon the posting of such changes on Nkuku’ wholesale website and Nkuku shall send the Trade Customer a notification of these changes by email.  The Trade Customer’s continued purchase of Nkuku’ Products after notification of such changes will constitute the Trade Customer’s acceptance of such changes or modifications.

17.16. The Contract and any dispute or claim arising under or in connection with it shall exclusively be governed by the laws of England and the parties hereby agree to submit any dispute to the exclusive jurisdiction of the English courts. Nothing in this paragraph shall limit the right of Nkuku to take proceedings against the Trade Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude Nkuku from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.