Terms & Conditions

Terms & Conditions

Jarla Honey LLC

1. Jarla Honey LLC (we, us or our) is a leading USA natural health company and we manufacture and sell honey in a range of countries.
2. These Terms of Trade govern the supply of our products to you that your order via the Jarla Honey LLC website at www.JarlaHoney.com, and any websites or applications operated by us (Website).
3. By ordering any products using our Website you agree that you are bound by these Terms of Trade.
4. If you do not agree to anything in these Terms of Trade then you should not order any products from us.
5. You should read these Terms of Trade carefully and contact us if you have any queries about them.

Terminology

1. References in these Terms to we, us or our are references to Jarla Honey LLC.
2. References to you or your are references to the person or entity ordering our products.
3. If you are ordering our products on behalf of another entity, you represent and warrant that you are entitled to bind that entity and you have its authority.

Your account

1. To purchase any of the products available from the Website (Products) or to open an account with us, you must provide us certain information, including your name, address, contact details and payment information.
2. You agree that all information you provide us about you at any time will be accurate, up to date and complete. Privacy Policy: here.
3. If you are a member of this Website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorized person from using your computer, your account or your password.
4. You agree to accept responsibility for all activities that occur under your account or password. You must tell us immediately if you believe some person has accessed your account without your authority and you must log in to your account and change your password.

Ordering products

1. Our listing of Products on the Website constitutes an invitation for you to make an offer to purchase those Products.
2. By clicking to confirm an order to buy a Product from us via this Website, you acknowledge that you are offering to purchase that Product from us.
3. We will be deemed to have accepted your offer where acceptance is confirmed in an email or other message or by the dispatch of the Product to the last delivery address advised by you.

Price of Products

1. The price payable by you for a Product will be the price at the time you click to offer to purchase that Product, in the absence of manifest error. The price of any Product may change over the time it is listed on this Website. It is your responsibility that you are up-to-date with the latest price of the Products at the time you make your offer.
2. Prices listed on this Website exclude GST, VAT and other sales taxes (unless otherwise expressly stated) which will be added if applicable at the point of checkout or payment.
3. Prices listed on this Website may or may not include any delivery costs depending on factors such as the size of the order and the delivery location. You should check our shipping and delivery policies located on our Website as they are updated from time to time. Those policies form part of these Terms of Trade.
4. Any information given by us in relation to exchange rates are approximate only and may vary from time to time and should not be relied on by you.

Payment

1. When offering to purchase a Product, you must pay the price for that Product in full using credit or debit cards or through such other payment methods described in the payment section of our Website, unless otherwise agreed in writing with us. All charges relating to a payment, including any charges applied where payment is made in a currency other than US dollars, will be borne by you.
2. We may use an agent or service provider to process any electronic payment transaction. You agree that we may share your personal information with that agent or services provider to the extent necessary to process that payment transaction.
3. If any payment amount is insufficient or any payment is otherwise declined, the order of the applicable Product will automatically be terminated.

Delivery

1. Once you have purchased a Product, we will deliver that Product to you in accordance with the delivery option you elected when you completed your order.
2. Please check your delivery address carefully as we will not be responsible for delivery to an incorrect address. You shall be responsible for the cost to resend a parcel that is returned because of an incorrect address.
3. Some countries have special regulations specific to importing honey and other bee products. You acknowledge you have reviewed the contents of your order and acknowledge that it contains acceptable and approved items for import into the country of destination/delivery. You accept full responsibility and any associated risk of any items or package (or part thereof) being detained by customs for whatever reason, and you acknowledge and agree that we are not liable for orders unable to be delivered to their destination due to import regulations.
4. You are responsible for any duties, levies or other charges associated with importing the Product into the country of delivery (only applies to orders outside the USA)

Cancellations and returns

1. You are not permitted to cancel any order once the Product has been shipped except to the extent permitted by applicable law.
2. If any Product is defective upon delivery to you, you may notify us and return the Product to us, and we will provide you with a credit or replacement for the defective Product.

Jarla Honey LLC Subscription Service

1. *”Jarla Honey LLC” may provide a subscription service. By subscribing to our service, you have confirmed that you accept our Terms of Service. Your membership will automatically renew on a recurring basis at which time your credit card will be charged automatically for the subscription products, including applicable shipping and handling fees until you cancel your membership. You may cancel your membership at anytime by logging in to your account, selecting Subscriptions, then clicking cancel next to the item.

Risk and title

1. Risk in all Products you order will pass to you upon delivery of the Products to you.
2. Title in the Products you purchase will pass to you on the later of payment for the Products in full and delivery of the Products to you.

Liability

1. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty relating to Products to one or more of the following at our option.
(a) the replacement of the Products or supply of equivalent products.
(b) the repair of such Products;
(c) the payment of the cost of replacing the Products or of acquiring equivalent products; or
(d)the payment of the cost of having the Products repaired.
2. In no event will we be liable (whether in contract, tort including negligence, or otherwise) to you for:
(a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
(b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature, arising directly or indirectly out of your use of the Website or your purchase of any Products, even if we had been advised of the possibility of such damages, and even if such loss, damage, cost or expense was reasonably foreseeable by us.
3. The maximum liability to you arising out of any and all claims relating to your use of the Website or the purchase of any Products (whether in contract, tort (including negligence) or otherwise) will not in any circumstances exceed US$100.
4. None of the exclusions or limitations set out in these Terms of Trade will have the effect of limiting or excluding any form of liability where such liability cannot be so limited or excluded under applicable law.

General

1. We may amend these Terms of Trade from time to time without notifying you. The current and binding Terms of Trade that apply to the purchase of Products will be the version displayed on the Website at the time you place your order.
2. If any part of these Terms of Trade are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Trade shall continue in effect.
3. We will not be liable to you for any breach of, or failure to perform, any of its obligations under these Terms of Trade where our breach or failure is caused by anything beyond our reasonable control, including (without limitation) war, civil commotion, hostility, act of terrorism, strike, lockout, other industrial act, weather phenomena or other act of God, governmental regulation or direction.
4. These Terms of Trade shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
5. These Terms of Trade, and any disputes arising from or relating to the conduct covered by the Terms of Trade, are governed by the laws of New Zealand. You hereby submit to the exclusive jurisdiction of the courts of New Zealand.

Mobile Message Service Terms and Conditions

Jarla Honey LLC (hereinafter, “Jarla Honey,” “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Messaging Privacy Policy. By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts (including those in the “Other Terms and Policies” section below). Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program.

1. User Opt In. You agree to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages (e.g. cart reminders) from us, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. By providing your phone number, you represent and warrant that you are providing your own phone number, and not someone else’s, and that you are a legally-authorized user of this phone number. Consent to receive automated marketing text messages is not a condition of any purchase. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply. Message frequency varies.

Further, You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to us or its service provider(s) for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Messaging Privacy Policy for how we treat your data.

2. User Opt Out. If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that Jarla Honey and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

3. Other Terms and Policies. You also agree to our Messaging Privacy Policy, Jarla Honey LLC Terms of Service and Jarla Honey LLC Privacy Policy.

4. Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing, promotion, payment, customer support, delivery (including order confirmations, tracking information, and shipping updated via email), other transactional-related messages and sale of our products. Messages may include checkout reminders.

5. Message Frequency, Cost and Changes. Message and data rates may apply. You agree to receive messages periodically at Our discretion. Daily, weekly, and monthly message frequency will vary. We reserve the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. We also reserve the right to change the short code or phone number from which Our messages are sent.

6. Support Instructions. For support regarding the Program, text “HELP” to the number you received messages from or email us at [email protected] . Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

7. MMS Disclosure. The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.

8. Our Disclaimer of Warranty. The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. Carriers are not liable for delayed or undelivered mobile messages.

9. Supported Devices. The Program is offered on an “as-is” basis. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Jarla Honey, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

10. Contact. This Program is a service of Jarla Honey, located at 1309 Coffeen Avenue STE 14579, Sheridan, Wyoming, 82801, United States.

11. Age Restriction: You may not use or engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

12. Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

– Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
– Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
– Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
– Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
– Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
– Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.
13. Dispute Resolution. In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge Inc. d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Beverly Hills , CA before one arbitrator. No class actions. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THIS AGREEMENT, YOU AND Jarla Honey LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT (the “FAA”). The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Jarla Honey Company’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the FAA. The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. Notwithstanding anything to the contrary in this Agreement, if Jarla Honey makes any future change to this arbitration provision, you may reject the change by sending Us written notice within 30 days of the change to 1309 Coffeen Avenue STE 14579, Sheridan, Wyoming, 82801, United States, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Jarla Honey.

If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

14. State Law:

Florida: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents. For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt-in to Program, (1) your shipping address, as provided is located in Florida or (2) the area code for the phone number used to opt-into the Program is a Florida area code. You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us. Insofar as you are a Florida resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from You (including but are not limited to response to Keywords, opt-in, help or stop requests and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.

New Jersey: n our efforts to comply with the New Jersey telemarketing law, (as applicable to New Jersey residents), you agree that we may assume that you are a New Jersey resident if, at the time of opt-in to the Program, the area code for the phone number used to opt-into the Program is a New Jersey area code. You agree that the requirements of the New Jersey telemarketing statute do not apply to you, and you shall not assert that you are a New Jersey resident, if you do not meet this criteria or, in the alternative, do not affirmatively advise Us in writing that you are a New Jersey resident. Insofar as you are a New Jersey resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from you (including but are not limited to response to Keywords, opt-in, help or stop requests and shipping notifications) shall not constitute an “unsolicited telemarketing sales call” or “telemarketing sales call” for purposes of New Jersey Statute Title 56, Chapter 8 (including but not limited to section 56:8-128.), to the extent the law is otherwise relevant and applicable. Additionally, in efforts to comply with section 56:8-128, we will state Our company name (or any D/B/A of Ours) at the start of every message We send to you.

Washington: To the extent the law is relevant and applicable to the Program, we endeavor to comply with the commercial telephone solicitation requirements pursuant to the Revised Code of Washington (RCW) (including but not limited to sections 80.36.390, 19.158.040, 19.158.110 and 19.158) as applicable to Washington residents. For purposes of compliance, you agree that we may assume that you are a Washington resident if, at the time of opt-in to the Program, the area code for the phone number used to opt-into the Program is a Washington area code.

Oklahoma: We endeavor to comply fully with the Oklahoma Telephone Solicitation Act of 2022 as applicable. For purposes of compliance, you agree that we may assume that you are an Oklahoma resident and are currently located in the state of Oklahoma if, at the time of opt-in to Program, the area code for the phone number used to opt-into the Program is an Oklahoma area code. If the area code for the phone number used to opt-into the Program is not an Oklahoma area code, or, in the alternative, if you do not affirmatively send written notice to Us advising that you reside or are currently located in Oklahoma, you agree that the requirements of the Oklahoma Telephone Solicitation Act do not apply to you, and further agree that you will not assert that you are an Oklahoma resident, nor assert you are located in the state of Oklahoma at the time of receiving a communication from Us. Insofar as you are an Oklahoma resident or are otherwise subject to the laws of Oklahoma, you agree: (1) that mobile messages sent by Us in direct response to any form of message or request from You (including but are not limited to responses to Keywords, opt-in, help or stop requests and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Oklahoma Statutes Title 15 (including but not limited to sections 775C.1, 775C.2, 775C.3, 775C.4 and 775C.5), to the extent the law is otherwise relevant and applicable; (2) that you have only opted-in to the Program with one phone number and that We can rely on the fact that mobile messages sent to any other phone number are being sent to other persons; and (3) that you will opt-out of the Program prior to any termination of the phone number used to opt-into the Program and that without such opt-out we can rely on the fact that messages sent to the number are sent to you with your consent as described above.

16. Miscellaneous. You warrant and represent to Us that you have all necessary rights, power, and authority to agree to the terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the terms of this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to these terms unless explicitly stated otherwise in writing. We reserve the right to change these terms from time to time. Any updates to this Agreement shall be communicated to you. Prior to such communication, the terms of this Agreement in effect as last made available to you immediately prior to your receipt of the notice will continue to govern our relationship. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.

OTHER

7.0 Warranty and Product Recall
7.1 Jarla Honey LLC warrants that it will repair or make good any defects in the Product or packaging brought to its notice within 10 (10) business days after delivery of the Products to the Buyer. If written notice is not received by Jarla Honey LLC within ten (10) business days, the claim shall be waived and the Products delivered shall be deemed to conform to the Confirmation and to be unconditionally accepted by the Buyer. No claim shall be accepted if the defective Products have been stored, maintained or handled incorrectly or in a way which does not comply with the terms of this Agreement.

7.2 Jarla Honey LLC’s liability shall be limited to correcting the defects in product or packaging contained in clause 7.1. Any right to make a claim against Jarla Honey LLC under clause 7.1 shall lapse if the Buyer accepts delivery of the Products.

7.3 The Buyer shall, at the request of Jarla Honey LLC or in case Jarla Honey LLC is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (the “Recall Notice”), use all reasonable endeavours at its own cost to assist Jarla Honey LLC in locating and recalling any Products.

7.4 Unless required by law, the Buyer shall not initiate any recall or withdrawal without the written permission of Jarla Honey LLC and only then in strict compliance with Jarla Honey LLC‘s instructions about the process of implementing the recall or withdrawal.

8.0 Limitation and Exclusion of Liability
8.1 Jarla Honey LLC makes no warranty, express or implied, in relation to the Products other than that the Products being of merchantable quality and otherwise as required as a legal minimum under applicable New Zealand laws and regulations. To the extent permitted by law, Jarla Honey LLC will be under no liability whatsoever to the Buyer for any indirect, special, incidental, consequential, economic, loss of profits, exemplary damages or losses suffered by the Buyer arising out of this Agreement and whether actionable in contract, tort (including negligence), equity or otherwise.

8.2 In the event that Jarla Honey LLC is found liable, Jarla Honey LLC’s liability in aggregate will not exceed the total sum payable by the Buyer to Jarla Honey LLC under the relevant PO.

8.3 The Buyer agrees that the limitations and exclusions set out in this Agreement are reasonable having regard to all the circumstances.

8.4 This clause 9 will survive the termination of this Agreement.

9.0 Indemnity
9.1 The Buyer shall indemnify Jarla Honey LLC against all and any claims, actions, damages, loss, liability, costs (including legal costs on a solicitor-client basis), charge, expense, outgoing or payment which Jarla Honey LLC may suffer, incur or become liable in connection with any breach of the Buyer of its obligations or undertakings under this Agreement or any acts or omissions of the Buyer in using any of the Products provided by Jarla Honey LLC under this Agreement.

9.2 This clause 10 will survive the termination of this Agreement.

10.0 Intellectual Property
10.1 The Buyer acknowledges that Jarla Honey LLC is the owner of the intellectual property rights in the Products.Nothing in this Agreement shall give the Buyer any rights whatsoever to the intellectual property of Jarla Honey LLC which intellectual property shall at all times during the term of this Agreement and thereafter remain the exclusive and proprietary property of Jarla Honey LLC.

10.2 The Buyer agrees:

(a) not to use the intellectual property of Jarla Honey LLC except as expressly authorised by Jarla Honey LLC; and
(b) not to tamper with or remove any markings, patent numbers or other indication of the source of origin of the Products that may be placed by Jarla Honey LLC on the Products.
10.3 If at any time the Buyer discovers any improvement to the Products the Buyer will immediately provide Jarla Honey LLC with the details of the improvement and acknowledge that the intellectual property in any such improvement and the right to obtain any relevant protection belongs to Jarla Honey LLC.

10.4 This clause 11 will survive the termination of this Agreement.

11.0 Confidentiality
11.1 All intellectual property belonging to and information relating to Jarla Honey LLC and its affiliated companies (collectively, “Orafoods Limited”) (including but not limited to information relating to the business and products of Orafoods Limited, the terms and existence of this Agreement) which by designation or by its nature is intended to be treated as confidential will be confidential information for the purposes of this Agreement (“Confidential Information”).

11.2 The Buyer will not without Jarla Honey LLC’s prior written consent disclose any Confidential Information to any third party.

11.3 This clause 12 will survive the termination of this Agreement.

12.0 Use of Information
12.1 The Buyer agrees that Jarla Honey LLC may obtain information about the Buyer and its financial and business affairs from the Buyer or any other person in the course of Jarla Honey LLC’s business, including credit assessment, debt collection and direct marketing activities, and the Buyer consents to any person providing Jarla Honey LLC with such information.

12.2 The Buyer agrees that Jarla Honey LLC may use the information it has about the Buyer relating to the Buyer’s credit worthiness for its own reference purposes.

12.3 The Buyer must notify Jarla Honey LLC of any change in circumstances that may alter the information provided by the Buyer to Jarla Honey LLC.

13.0 Force Majeure
13.1 Jarla Honey LLC will not be liable for any delay or failure in the performance of any of its obligations under this Agreement to the extent that such delay or failure is occasioned beyond the reasonable control and without the fault or negligence of Jarla Honey LLC.

14.0 Terms and Conditions
14.1 No alteration or variation of this Agreement will be binding upon Jarla Honey LLC unless authorised and confirmed by Jarla Honey LLC in writing.

15.0 Termination
15.1 If the Buyer fails to pay any monies owing to Jarla Honey LLC under this Agreement, commits any act of bankruptcy, or being a company does any act, which would render it liable to be wound up, has a receiver appointed over its property, or otherwise breaches a material term of this Agreement, Jarla Honey LLC may (without prejudice to any other remedies available to it) suspend or terminate this Agreement and the proportion of the monies owing, calculated according to those Products supplied and those already ordered and manufactured, will immediately fall due and payable.

15.2 Any termination of this Agreement shall be without prejudice to any rights or obligations of a party arising prior to the effective date of the termination.

16.0 Dispute Resolution
16.1 In the event of any dispute between the parties in relation to this Agreement, the parties will first seek to resolve the dispute by giving prompt notice to the other party and in good faith endeavour to resolve the dispute. If the dispute remains unresolved the parties will seek a resolution through the use of mediation or other informed method of resolution before pursuing arbitration in USA or resolution through the Courts of USA.

17.0 Governing Law
17.1 This Agreement will be deemed to be made in USA and will in all respects (including enforcement thereof) be construed and governed by the laws of USA but on points of patent, trade mark or copyright law or procedure is to be governed by the law of the country granting the patent or trade mark registration or the copyright protection. The parties irrevocably waive any objection to USA as the forum for proceedings on grounds of forum non conveniens or any similar grounds.

18.0 Notices
18.1 Every notice given under this Agreement will be sufficiently given if delivered personally, posted or transmitted successfully by email or fax to the intended recipient at his/her or its last known address, email address or facsimile number (as applicable).

19.0 Individual Liability and Guarantees
19.1 Where the Buyer comprises more than one person carrying on businesses in partnership, each and every individual partner will be jointly and severally liable to Jarla Honey LLC in respect of all or any indebtedness or liability of the Buyer arising out of this Agreement.

20.0 Miscellaneous
20.1 Assignability: The Buyer will not assign or otherwise transfer or encumber its rights or obligations under this Agreement except with the prior written consent of Jarla Honey LLC.

20.2 Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior understandings, agreement, promises, assurances, warranties and representations between the parties, whether written or oral, with respect to the subject matter hereof.

20.3 Waiver: No waiver of any provision of this Agreement will serve as a waiver of any other provision of this Agreement nor as a continuing waiver of such provision and Jarla Honey LLC will not have waived or deemed to have waived any provision of this Agreement unless such waiver is in writing and executed by Jarla Honey LLC.

20.4 Survivorship: Termination of this Agreement for any reason will not affect such rights and obligations of the parties as are intended to survive the termination, which include but are not limited to those clauses expressed as surviving the termination of this Agreement.

20.5 Counterparts: This Agreement may be executed in counterparts (which may be facsimile copies) and all of which, when taken together constitute the one document.

20.6 Severability: Should any part or provision of this Agreement be held unenforceable or in conflict with any applicable laws or regulations, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner, and the remainder of the Agreement will remain binding on the parties.