TERMS AND CONDITIONS

General Supplier Term and Conditions Love Stories Intimates

These terms and Conditions apply to all offers, agreements and other statements under which Love Stories (“Love Stories Intimates”) deliver Products to the Customer, except where specified otherwise in writing by Love Stories Intimates.

ARTICLE 1: Terms and Orders

1. These General Purchase Terms and Conditions (the “Terms”) apply to all legal relationships in which LOVE STORIES B.V. and/or its affiliates (together “LS”) acts as (potential) customer to purchase goods (the “Products”) from a supplier (“Supplier”).
2. Supplier may provide a quotation for the Products in an order form (the “Order Form”). The Products as subsequently ordered by LS are set out in the Order Form. The Order Form as completed by LS constitutes an offer by LS to purchase the Products in accordance with these Terms (the “Order”).
3. These Terms, together with the Order Form and any documents referenced herein or additional agreements made between the parties regarding the sale and delivery of the Products, form the entire “Agreement” between LS and Supplier.
4. The Order is deemed accepted when (i) accepted by Supplier in writing, or (ii) Supplier carries out the Order, whichever is earlier. If LS notices an error in the Order, it will immediately inform Supplier in writing, and Supplier will send a corrected Order Form.
5. If there is a conflict between these Terms and the Order Form, the Order Form shall prevail. If there is a conflict between (1) these Terms or the Order Form and (2) any other applicable documents, these Terms or Order Form shall prevail unless any of the other documents explicitly states that that document prevails.
6. LS is not held to place any Orders. LS may cancel or change any submitted Orders until the Order is deemed accepted as per sub-clause 4 above. Supplier may refuse Orders on reasonable grounds until it has accepted the Order in writing.
   

ARTICLE 2: Products and Warranties

1. LS will provide Supplier in writing with the design of the Products (including suggestions for prints), and the specifications of the Products and their labelling (the “Specifications”).
2. Supplier will review the designs and ensure they are technically suitable for production. Supplier warrants that the Products will be manufactured in accordance with the Specifications. Supplier will at its own cost provide Product samples to LS. LS will inform Supplier whether it approves the samples or whether any amendments to the samples should be made. Supplier will amend the samples accordingly and provide free new samples to LS. Once LS has given its final written approval, Supplier will have the Products manufactured in the quantities as ordered by LS. Supplier shall not change (the designs of) the Products without LS’ prior written consent. LS will only pay for samples if it has approved the samples but has decided not to place an order for the sampled Product(s).
3. Supplier warrants that the Products:
   
   a)     meet their description and the agreed Specifications;
   b)     are of satisfactory quality and fit for the purpose of LS;
   c)     are free from defects in design, material and workmanship for at least 12 months after delivery to LS;
   d)     comply with all applicable statutory and regulatory requirements.
   
4. Supplier has and maintains at all times during the Agreement all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement.
   

ARTICLE 3: Delivery

1. Supplier shall ensure that the Products are properly packed and secured so they can be safely transported. Supplier shall deliver the Products as per the timeline sent by LS for each season, and to the location specified by LS. LS will in the timeline or in the Order indicate the shipment method to be used by Supplier. Furthermore, the Parties will indicate in the Order when risk and title to the Products will pass from Supplier to LS. If nothing is indicated in the Order, risk to the Products passes onto LS after delivery by Supplier, so once the Products have been shipped to LS, and title to the Products passes onto LS when LS has paid for the Products. The Products must be shipped on the shipment date, which is the estimated time of departure (“ETD”) as indicated by LS in writing in the Order or another document.
2. For shipments from Hong Kong, delivery will be done Free on Board (Incoterms 2020) (unless otherwise agreed in writing). The risk to the Products passes onto LS after delivery by Supplier, so once the Products have been loaded onto the ship at the port of departure. Title to the Products will pass to LS when LS has paid for the Products. However, LS may at all times resell the Products to third parties in the course of its ordinary business.
3. The timeline provided by LS is binding. Is Supplier becomes aware of a possible delay in the shipment, it will immediately inform LS in writing. LS will inform Supplier whether it accepts the delay and what the costs of such delay are for LS, which costs will be compensated by Supplier. Products for which delivery is delayed by more than 7 (seven) days, will at Supplier’s risk and expense be transported by air to LS by using a forwarder selected by LS.
4. Supplier may only deliver the Products in partial deliveries upon LS’ request or after LS’ prior written consent.
5. LS will inspect the Products and its packaging upon arrival of the Products at LS’ final destination and will inform Supplier of any defects or deviations from the specifications in writing within thirty (30) days after delivery or, if defects or deviations only become apparent thereafter, as soon as possible after LS becoming aware thereof.
6. LS accepts a maximum of 3% over and under delivery on each Product style, with a maximum of 5% deviation per size of each Product style. If the percentage is higher, the parties will jointly discuss how to deal with this. LS only accepts the aforementioned over and under delivery on batches of Products that are used by LS itself (the so-called “NLZI-part”) but not on any batches that LS provides to third parties (such as customers/partners)

ARTICLE 4: Remedies, Recall and Liability

1. In addition to its rights and remedies under applicable law, LS has the following rights and remedies under the Agreement.
2. If the Products are not delivered in compliance with clause [3], or do not comply with the undertakings set out in clause [2], then, without limiting any of its other rights or remedies, LS may – regardless of whether or not it has accepted the Products – :
   a) terminate the Agreement;
   b) reject the Products (in whole or in part) and return them to Supplier at Supplier's risk and expense;
   c) require Supplier (i) to repair or replace the rejected Products, or (ii) to provide a full refund of the price of the rejected Products (if paid);
   d) refuse to accept any subsequent delivery of the Products;
   e) recover from Supplier any costs incurred by LS in obtaining substitute Products from a third party; and
   f) claim damages for any other costs, loss or expenses incurred by LS which are attributable to Supplier's failure to carry out its obligations under the Agreement.
   
3. Supplier indemnifies LS against all costs, damages and losses, including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred by LS, due to any claim made against LS by a third party (i) that the Products and/or LS’ use thereof infringes a third party’s right, and/or (ii) that the Products do not meet the Specifications and/or relevant quality standards.
4. Either party will as soon as reasonably possible inform the other party of any defect or regulatory non-compliance with respect to the Products of which it becomes aware, and will provide the other party with information as requested to enable the relevant party to comply with applicable laws and regulations. The parties will use all reasonable efforts to issue a notification letter and provide all information, cooperation and assistance reasonably necessary in connection with the (investigation of a possible) recall. Supplier will pay the costs of a recall which is done due to the Products not meeting the Specifications. LS may return the Products subject of the recall to Supplier or a different location (with Supplier’s consent), at Supplier’s risk and expense.
5. LS is not liable for any damages Supplier may incur under this Agreement, unless such damages are the result of LS’ wilful intent or gross negligence

ARTICLE 5 – Price and Payment

1. The price of the Products is set out in the Order Form. That price is exclusive of value added tax (“VAT”), but includes the costs of any other applicable taxes, levies and/or (import) duties, packaging, insurance and carriage of the Products. No extra charges shall be effective unless agreed by the parties in writing.
2. LS shall pay any invoices received from Supplier to the bank account stated on the invoice. Payment will be made as agreed in the Order.

ARTICLE 6 – LS Property and Intellectual Property

1. All materials, designs, drawings, specifications, and data supplied by LS to Supplier (“LS Materials”) and all rights thereto are and shall remain the exclusive property of LS. Supplier shall keep the LS Materials confidential and in safe custody at its own risk, maintain them in good condition until returned to LS, and not dispose or use the same other than in accordance with LS’ written instructions or authorisation.
2. All intellectual property rights (including where applicable priority rights, registrations ensuing from applications, and – to the extent permitted by applicable law - moral rights) with respect to the Products, the LS Materials, designs and samples for the Products and related documentation (together the “IPR”) are vested in LS. Supplier hereby assigns any IPR it may have in the IPR to LS, which assignment LS hereby accepts. The payments made to Supplier under the Agreement constitute a fair and reasonable payment and includes the above assignment. This assignment includes all rights of Supplier to the IPR, including but not limited to the exclusive right to use and exploit those, maintain their validity where applicable and take legal action – included but not limited to claiming damages – against any infringement, whether it occurred or started prior to or subsequent to the date of the Agreement. Insofar as future IPR cannot yet be assigned, such IPR will pursuant to this clause be assigned automatically upon the future IPR coming into existence.
3. Supplier shall, at first request of LS, immediately perform all further acts LS deems necessary to execute and/or register the assignment of the IPR. Supplier shall provide LS with the possession of any documentation and carriers belonging to the IPR immediately upon LS’ first request.
4. LS grants Supplier for the term of this Agreement the right to use the IPR solely for the purposes set out in this Agreement. Supplier will follow all instructions of LS with regard to using the IPR.
5. Supplier shall inform LS immediately when Supplier becomes aware of any actual or threatened infringement of the IPR. LS has the sole right to decide whether and how to act against such infringers. Supplier shall, at LS’ request do everything LS deems necessary to restraining such infringement and/or obtaining damages. Any damages recovered from any action against infringement are for LS.
6. In the event of a third-party claim that the Supplier’s lawful use of the IPR under this Agreement violates that third party’s rights, LS will in its sole discretion determine and conduct the defense of such claim and possibly settle the claim on behalf of the Supplier, for which the Supplier hereby grants a power of attorney to LS. The Supplier will, at its own expense, provide all assistance to LS, take all actions and sign all documents as required by LS in relation to the defense and possible settlement of the claim. Only if LS decides that it will not handle the defense and/or settlement of the claim, is Supplier entitled to do so – but then only in close consultation with LS.
7. During and after the term of the Agreement, Supplier will not itself or through a third party, design, manufacture, sell or otherwise market any products which are identical to the Products or have the same overall impression as the Products without the express prior written consent of LS. Supplier shall not challenge LS’ ownership of the IPR. Supplier shall not use the IPR in any way that might harm the distinctiveness and reputation of and/or the goodwill attached to the IPR and LS.

ARTICLE 7 – Insurance

1. During the term of the Agreement, Supplier shall maintain at its own expense adequate and sufficient insurance which shall apply worldwide. Supplier shall provide LS with a certificate of insurance upon request, and annually upon renewal or replacement of any insurance.
2. The insurance coverage obtained by the Supplier shall in any case be occurrence-based commercial general/public liability insurance, including products/completed operations and contractual liability with a combined single limit of not less than EUR 5 million per occurrence.

ARTICLE 8 – Confidential Information

1. Supplier shall treat any information obtained from LS in connection with the Agreement, including in any case the LS Materials, business information, and any other information such as drawings, designs, colour schemes and size/fitting of the Products (altogether the “Confidential Information”) as confidential and use such Confidential Information only for the performance of this Agreement.
2. Supplier may disclose the Confidential Information to its directors, officers, employees, agents or advisors only (i) on a need to know basis, (ii) insofar as required to meet their obligations under this Agreement, and (iii) provided they are bound to at least equally strict confidentiality obligations.
3. The foregoing confidentiality obligations do not apply to:
   a)     information which is generally available to the public at the date of this Agreement;
   b)     information already known to Supplier at the time of disclosure without this being due to a breach of any confidentiality obligation;
   c)     information which must be disclosed due to statutory law or order of any competent judicial or regulatory authority or securities exchange.
4. If Supplier violates any of its confidentiality obligations, it shall without prior notice or court action forfeit for the benefit of LS an immediately due and payable penalty of EUR 25,000 (twenty five thousand euros) for each violation, and EUR 10,000 (ten thousand euros) for each day such violation (in whole or in part) continues. LS reserves the right to claim full compensation for damage suffered and profit gained and to demand that Supplier complies with its obligations under this Agreement. Furthermore, LS reserves the right to request higher damages and/or penalties in legal proceedings.
5. This Clause [8] shall survive termination of the Agreement for a period of 5 (five) years.

ARTICLE 9 – Termination

1. Either party may terminate (including rescind (in Dutch ‘ontbinden’)) the Agreement by written notice with immediate effect, in the event of:
   a)     insolvency of the other party (request for or granting of suspension of payments or bankruptcy);
   b)     a breach by the other party of any of its obligations under the Agreement, which breach has not been cured within 14 (fourteen) days after having been notified of the breach in writing (provided that the breach is capable of being cured);
   c)     dissolution or liquidation of the other party, or if the other party otherwise ceases to operate its business for at least 6 (six) months;
   d)     the other party having been affected by a force majeure event as referred to in Clause [10] for a continuous period of at least 30 (thirty) days.
2. Furthermore, LS may terminate (including rescind) the Agreement by written notice with immediate effect, if:
   a)     a substantial part of Supplier’s assets are seized;
   b)     Supplier merges, is reorganized or is divided into separate legal entities, or a decision is taken to that effect, or
   c)     a third party obtains (direct or indirect) control or ownership of (the shares in the capital) of Supplier (of which event Supplier will always immediately inform LS in advance in writing).
3. With respect to the stock of Products present at Supplier’s premises, the Parties agree that when this Agreement end (for whatever reason):
   a)     within 10 (ten) days after the notification of termination, Supplier will provide LS with a written overview, listing the number and types of Products Supplier has in stock as per the termination date;
   b)     LS will within 14 (fourteen) days after receipt of the overview (mentioned under (a) above) inform Supplier whether LS will purchase the remaining stock from Supplier at the regular prices for such Products. If LS does not wish to purchase the remaining stock, Supplier will have the stock destroyed and provide written proof of destruction to LS within 14 (fourteen) days after LS’ notification that it will not purchase the stock.
4. Upon termination of this Agreement for any reason:
   a)     LS may cancel all outstanding orders which have not yet been delivered;
   b)     Supplier’s right to use the IPR ends immediately;
   c)     Supplier will immediately return to LS free of charge all copies of Confidential Information and all other documents, files and other (digital) materials relating to LS and/or the Products. Supplier will permanently delete all digital copies of the above materials from its computer systems and not retain any (digital) copies;
   d)     Supplier will refund to LS any payments for Products that have not yet been and will not be delivered.

ARTICLE 10 – Force Majeure

1. “Force Majeure” means any circumstances the cause of which is not reasonably within the control of the party claiming force majeure and that affect the performance by it under this Agreement and shall include, without limitation, acts of God, fire, strikes, lockouts or industrial disputes or disturbances, civil disturbances, delay of carriers, acts of third parties, wars, riots, blockades, insurrections, epidemics and pandemics and any (governmental) orders/regulations relating thereto, landslides, lightning, earthquakes, storm, floods, washouts, explosions, the inability to obtain or retain necessary authorisations, permits, easements or rights of way, and compliance with any law or governmental order, rule, regulation or direction, regardless of whether it is later held to be invalid.
2. Neither party is liable to the other for a default or delay in the performance of its obligations under this Agreement due to Force Majeure. The defaulting party will notify the other party of the Force Majeure situation as soon as is reasonably possible after the commencement thereof, including the particulars thereof and will use reasonable efforts to remedy such occurrence.
3. Termination due to Force Majeure applies as per Clause [9.1].

ARTICLE 11 – Corporate Social Responsibility

1. Supplier warrants that it applies the highest manufacturing standards and that it always adheres to the most recent version of the standards of the International Labour Organization (www.ilo.org) and LS’ most recent Code of Conduct, which forms part of the Agreement.
2. Supplier warrants that it and its suppliers:
   a)     do not use child labour, forced labour or bonded labour;
   b)     treat their workers fairly and do not discriminate on the basis of certain characteristics, such as age, race, ethnic background, religion, sex, sexual orientation or handicap, or the fact that they are parents or carers;
   c)     provide their workers with a safe and hygienic work environment and prevent accidents and damage to the health of their workers;
   d)     allow their workers to associate freely and to conduct collective negotiations in an effective manner;
   e)     pay their workers at least the minimum wage applicable in the country in which they are established;
   f)      keep their workers from working overtime without extra pay and ensure that any overtime worked is never longer than what is permitted by the law of the country in which they work.
   g)     reduce the environmental damage caused by their designs, production processes, services and the discharge of waste;
   h)     promote the development and dissemination of environmentally friendly technologies; and
   i)      use dangerous substances and scarce raw materials as little as possible and, if they do, to comply with the applicable laws and regulations;
   j)      comply with all applicable laws and regulations; and

ARTICLE 12 - No bribery/money laundering

1. Supplier:
   a)     warrants to LS that Supplier has not made, offered, or authorized; and
   b)     covenants that Supplier nor any of its directors, officers or employees will make, offer, or authorize:
   any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official, any political party or any other individual or entity, where such payment, gift, promise or advantage would violate such warranty, or such covenant, or the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act – FCPA], as well as any other similar applicable law, rule or regulation of any government having jurisdiction over this Agreement and/or the Parties (jointly the “Anti-Bribery Laws and Obligations”).
2. Supplier shall as soon as practicable notify LS of any investigation or proceeding formally initiated by a public authority relating to an alleged violation of applicable Anti-Bribery Laws and Obligations by Supplier, or its affiliates, or any of their directors, officers, employees, personnel of any tier, or any service providers of Supplier or its affiliates, concerning operations and activities under the Agreement. Supplier shall keep LS informed as to the progress and disposition of such investigation or proceeding.
3. Supplier is not authorized to take any action on behalf of LS that would result in an inadequate or inaccurate recording and reporting of assets, liabilities or any other transaction, or which would put such Party in violation of its obligations under the Anti-Bribery Laws and Obligations applicable to LS.
4. Supplier shall indemnify LS for any damages, losses, penalties, costs (including reasonable legal costs and attorneys’ fees), and liabilities arising from, or related to the events underlying Suppliers’ admission of allegations made by a governmental authority concerning operations and/or activities under this Agreement that Supplier has violated Anti-Bribery Laws and Obligations; or the final adjudication concerning operations and/or activities under this Agreement that Supplier has violated Anti-Bribery Laws and Obligations.
5. Supplier shall in good time (i) respond in reasonable detail to any notice from any other party reasonably connected with such warranty and (ii) furnish applicable documentary support for such response upon request from such other party.
6. Supplier warrants to LS that Supplier has not and will not be used for any money laundering transactions or otherwise be used for the concealment of sources of money.

ARTICLE 13 - General

1. The Agreement is the entire agreement between the parties relating to its subject matter and replaces any previous agreement regarding the same subject matter.
2. Any amendments to the Agreement only have effect if made in writing and signed by the parties’ respective authorised representatives. 
3. Any general terms and conditions of Supplier do not apply to the Agreement and are hereby explicitly rejected, regardless of whether such Supplier terms and conditions are printed on or referenced in Supplier’s quotation or other document provided by Supplier and such document is accepted by LS.
4. LS may at any time assign, transfer, or subcontract any or all of its rights or obligations under the Agreement, for which Supplier hereby in advance grants its consent. Supplier may not assign, transfer, or subcontract any or all of its rights or obligations under the Agreement LS’ prior written consent.
5. If a provision of these Terms is not binding or unenforceable (either in whole or in part), the remainder of these Terms shall remain in full force and effect. The parties shall agree on a new clause that differs as little as possible from the invalid provision, taking into account the substance and purpose of this Agreement.
6. Failure to enforce any part of the Agreement shall not be a waiver of any right. A waiver must always be done explicitly and in writing.
7. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be sent by e-mail, unless stated otherwise herein. Any hard copy notifications shall be sent to the address provided by the parties.
8. References to ‘writing’ or ‘written’ include faxes and e-mails, unless stated otherwise. When signatures are required, the written document must be hand-signed.
9. The Agreement is binding upon the parties and their executors, administrators, assigns, successors in interest, predecessors in interest, and anyone claiming by or through any of the parties.
10. The Agreement and any dispute or claim arising out of or in connection with it, shall be governed by Dutch law. Conflict rules under Dutch private international law and the United Nations Convention on the International Sale of Goods (Vienna Convention of 11 April 1980) are explicitly excluded.
11. If the Supplier is based in the EU, any disputes arising out of or in connection with the Terms or the Agreement shall be submitted to the exclusive jurisdiction of the competent court of Amsterdam, the Netherlands.
12. If the Supplier is based outside the EU, any disputes arising out of or in connection with the Terms or the Agreement shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Amsterdam, the Netherlands. The language to be used in the arbitral proceedings shall be English. The dispute shall be decided in accordance with the laws of the Netherlands.

Love Stories B.V. (registration with Dutch Chamber of Commerce under number 58834818)

Tweede Helmersstraat 21
1054 CB Amsterdam
The Netherlands
shop@lovestoriesintmates.com
+31 (0) 202103086

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