GENERAL TERM AND CONDITIONS WHOLESALE LOVESTORIES

These General Terms and Conditions Wholesale apply to all offers, agreements and other statements under which Love Stories (“LS”) deliver Products and/or Services to Customer, except where specified otherwise in writing by LS.

Article 1 Definitions
1. In these General Term and Conditions Wholesale of LS (“Term and Conditions”) words, abbreviations and expressions written with a capital letter have the meanings given in Article 1.3 of these Term and Conditions or the meaning given in the Agreement.
2. The word “including” shall mean including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word, and the word “include” and its derivatives shall be construed accordingly.
3. Definitions:
a. “Agreement”: any agreement between Customer and LS whereby LS delivers Products to Customer for Wholesale purposes.
b. “Collection”: any range and number of Products deemed by LS to be part of a collection.
c. “Confidential Information” means all information of whatever nature and in whatever form (including without limitation information that is conveyed orally or obtained by observation during visits to the other Party’s premises) relating to such Party and its customers, businesses of financial affairs, products, technologies, suppliers, customers, marketing plans, strategic plans, research and development activities, technical information, know-how and other confidential or proprietary information.
d. “Consumer”: means the natural person not being a natural person who is acting in the exercise of a professionor business.
e. “Customer”: means the business entity or natural person, being a natural person who is acting in the exercise of a profession or business, that enters into an Agreement with LS or plans to buy the Products of LS.
f. “LS”: LoveStories a trade name of Love Stories B.V. a limited company under the laws of the Netherlands registered at Tweede Helmersstraat 21-23 , 1054 CB, Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 58834818.
g. “Order”: every order Customer places with LS for the delivery of Products and/or Services.
h. “Parties”: LS and Customer.
i. “Products”: all goods sold by LS.
j. “Services”: all services provided by LS, including – but not limited – to marketing, promotion services.

Article 2 Terms and Conditions
1. These Terms and Conditions apply only to the situations LS provides Products and/or Services to Customer for Wholesale.
2. All offers, agreements and other statements under which LS will deliver Products and/or Services to the Customer for Wholesale purposes. shall be subject to these Term and Conditions, except where specified otherwise in writing by LS.
3. Additions to or deviations from these Term and Conditions shall only apply where agreed in writing between the Parties.
4. Customer agrees to the Term and Conditions upon placing an Order for the delivery of Products and/or Services with LS or the conclusion of any Agreement with LS.
5. LS has the right to alter, modify, change these Term and Conditions. LS will give Customer notice of any change in these Terms and Conditions and the changes will come into effect thirty (30) days after the notice, unless otherwise specified in writing by LS.
6. These Terms and Condtions are also applicable to any existing Agreements and Orders if and insofar execution/performance of the Agreement/Order takes place afther the day of notification. LS will notify Customer in writing that these Terms and Conditions apply to their Agreement/Order from the day of notification and that Customer is entitled to reject these Terms and Conditions within thirty (30) days after notification.
7. The applicability of any of the Customer’s purchasing terms and conditions or any other term and conditions is expressly rejected, unless agreed otherwise by LS in writing.
8. If LS makes use of a third party for the execution of the agreement, for a example the delivery of Products, these Term and Conditions are applicable.
9. If any provision of these Term and Conditions is null and void or is voided, the other provisions of these Term and Conditions will remain fully in effect. In this case, LS and the Customer will consult with one another to agree new provisions to replace the void or voided ones. In doing so, the purpose and meaning of the void or voided provision will be taken into account as far as possible.

Article 3 Offers
1. All offers, propositions, proposals, discounts whether in the boutique, on the Website and other expressions of LS are optional and non-binding, unless stated otherwise in writing by LS.
2. The Customer shall guarantee the accuracy and completeness of the information that it submits to LS and on which LS bases its offer. LS is not liable to Customer for any inaccurate information provide by Customer.
3. LS is not bound by its offer, if Customer should have understood that the offer or part thereof contains an apparent mistake or writing error.
4. If LS sends an offer, price list or brochure LS is not bound to deliver or accept an order. Offers and proposals by LS do not automatically apply for future Orders.

Article 4 Order Acceptance/ Conclusion of Agreement
1. An Order/Agreement by Customer will come into force at the date LS confirms the Order in writing or via e-mail, as far as none of the exceptions in this article apply.
2. LS reserves the right not to accept an Order in any event without stating the reason why. LS can refuse an Order for example if LS is unable to obtain authorization for payment, that shipping restrictions apply to a particular item, that the Products ordered is out of stock or does not satisfy our quality control standards and is withdrawn.
3. LS reserves the right to cancel any order prior to dispatch should LS discover that the price is incorrect. In such case we will notify Customer by email and give Customer the option to place a new Order for the correct price. If LS is unable to contact Customer the Order will be automatically cancelled.
4. An Order confirmation by LS is considered to be an accurate and complete representation of the Order. If LS starts delivery of the Products, or sends an invoice, these acts are considered to be of equal status as an order confirmation.
5. If Customer does not contest the Order confirmation within eight (8) days in writing or via e-mail Customer is bound by this confirmation.
6. The Customer shall guarantee the accuracy and completeness of the information that it submits to LS at the time of the Order. LS is not liable for any damages as a result of information provided by the Customer which is not complete or accurate.
7. The customer owes the company a cancellation fee of 50% (fifty procent) of the total order which shall be payable on demand, notwithstanding the right of the company to receive full compensation of damages, if customer:
A: cancels the placed orders after the expiration of the term mentioned in paragraph 4.5;
B: does not pay the prepayment of placed order on or before due date.

Article 5 Delivery, and risk
1. LS will deliver the order Products at the address Customer has provided to LS. The Products will be at the own account and risk from the moment Customer has received the Products.

Article 6 Delivery period or date
1. LS will try based on a best effort obligation to deliver the Products within two (2) to seven (7) business days from the date of the Order confirmation to destinations within Europe. Any delivery date or term named or agreed by LS are determined by LS to their best knowledge and the information available at the moment of the confirmation of the Order. A delivery date or period is never a strict delivery period or term and cannot be construed as a deadline, resulting in the liability of LS for any damages incurred by Customer if LS fails to meet the deadline.
2. Any Services provided by LS are delivered on a best effort obligation within the period agreed by the Parties, the term of Agreement, or by lack of any arrangements between Parties in a period or date as LS deems fit for the provision of the Services. A delivery date or period is never a strict delivery period or term and cannot be construed as a deadline, resulting in the liability of LS for any damages incurred by Customer.
3. In the case parties do agree to a strict delivery term or deadline LS in no case will be in default than after LS has failed to adhere to a notice of default containing a reasonable term to comply with the Order/Agreement. A reasonable period in any situation is a period of ten (10) business days. Only if LS fails to comply with the notice of default within the reasonable period set, is Customer entitled to terminate the Agreement. LS is not obliged to pay damages, unless otherwise agreed in these Terms and Conditions or the Agreement.
4. LS is entitled to partial delivery, unless explicitily agreed otherwise by Parties in writing or the nature of the Order does not provide for partial delivery. In case of partial delivery the invoice for the partial delivery must be paid according tot the payment conditions on the invoice, unless Parties explicitily agreed otherwise in writing.

Article 7 Retention of title
1. The ownership of all Products delivered to Customer will only transfer to the Customer when it has fully complied with all obligations under the Agreement, including - but not limited to - the purchase price, any surcharges, interest, taxes and charges to be paid under these Terms and
Conditions or the Agreement and any Services provided with respect to the Products.
2. The Customer is not authorized to let/rent Products to third parties or to make them available to third parties for use, pledge or otherwise encumber the Products for the benefit of others before LS has transferred the ownership in respect of these Products to the Customer.
3. If and as long as the property rights regarding the Products have not been transferred to Customer, Customer must notify LS in writing immediately if any Products are seized under an account preservation order or garnishment order.
4. In case of a seizure under a account preservation order or garnishment order, bankruptcy or (provisional) suspension of payment, Customer should notify the administrator or liquidator, the bailiff executing the account preservation order or garnishment order immediately of the property rights of LS.
5. Customer is only allowed to use the Products delivered under retention of title within the ordinary course of its business. Customer enables LS to inspect and/or retrieve from the storage location all Products delivered under retention of title if Customer fails to meet its payment obligations. While the ownership rests with LS Customer shall store the Products, clearly identify these Products as property of LS and otherwise preserve the Products so that the state in which the Products were delivered to Customer is guaranteed.

Article 8 Price and payment
1. All prices on the Website, Boutique, Order confirmation and on any documentation or correspondence are in Euro and exclude any Value Added Tax (VAT). The packaging and shipping, import and export duties and other such fees, charges or taxes imposed or advanced with respect to the Product and the Product transport, are for account of Customer.
2. Any change in factors that affect the LS pricing including, without limitation, rates offered by third parties, actual exchange rates, insurance, import and export duties and all other charges on imports and exports, freight and other costs, bankcharges or taxes may be charged by LS to Client.
3. Unless stated otherwise Customer must pay any amounts due within fourteen (14) days of the date of the invoice.
4. LS is entitled to ask Customer for a payment in advance. The delivery of Products will not commence before Customer has paid the advanced payment according to article 8.3.
5. If Customer contests the invoice, he must file the protest against the invoice within fourteen (14) days after the date of the invoice and mention the reasons for his protest clearly and in full. If the Customer does not protest against the invoice within the aforementioend term, he is considered to have accepted the invoice.
6. If the Customer fails to pay the amounts due or to pay the amounts due in a timely manner, Customer is immediately in default – without a notice of default being required – and due a contractual interest of 1.5% per month or part of the month over the unpaid amount. ln the event of late payment, LS is entitled to reimbursement of the extrajudicial costs. Such extrajudicial costs are set at a minimum of 15% of the unpaid invoice amount including VAT, with a minimum of €150 without prejudice to the right of LS to reimbursement of other loss. Incoming payments from the Customer in default will first go towards payment of these extrajudicial costs and interest, after which the remaining amount will be deducted from the oldest outstanding invoices.
7. LS is entitled to suspend/postpone delivery of Products untill the moment Customer has paid any outstanding amount, including interest and costs, in full.
8. Customer is not allowed, in contrary to LS, to set-off any amount due by LS to Customer against any amount due by Customer to LS, not even if the claim is easy to determine or whether or not contested by LS.

Article 9 Warranty
1. Upon delivery to the Customer or a third party designated by the Customer, the Product is free from defects in materials and fit for normal use.
2. Except as stated otherwise in these Terms and Condtions, all Products are provided as is. LS makes no representations or warranties in any manner whatsoever, either express, implied or statutory, including but not limited to implicit warranties of merchantability, non-infringement or fitness for a particular purpose. No person (including any agent, dealer or representative of LS) is authorized to give representations and warranties regarding the Products, except to point Customers to this warranty. Customer acknowledges and agrees not to grant any other representations or warranties to its customers.
3. The liability of LS is limited in connection with warranty returns. If in the opinion of LS, the Customer is able to demonstrate that the Product delivered by LS does contain a defect in the material, LS has the right to its sole discretion, after return of the Product by Customer, to choose for/to:
• replacement of the Product;
• repair the defective product;
• offer a mutually agreed discount on the purchase price;
• refund of the purchase price.
4. LS is fully freed from its obligations under this article if LS performs one of the abovementioned options. LS is not obliged to pay any further compensation or damages to Customer.
5. Customer may not give their customers, being consumers, not any warranty other than described in this article 8, unless prescribed by law. All returns of Products must be in accordance with the provisions of article 10.
6. Customer, or any designated party, must inspect the Products carefully and directly at upon delivery.
7. Customer shall notify LS in writing within five (5) working days after inspection of the Products of:
• any complaints regarding defects in the Product. The complaint must state the defect, time and date of discovery of the defect, as well as the possible cause;
• or any abnormalities in the amount, weight, or quality between the delivered products, and the specification thereof in the respective Order confirmation or invoice.
8. In the event of defects that could not reasonably be established within the period specified in Article 9.6, the Customer shall forthwith, but not later than ten (10) days after the date of discovery, or date he could reasonably be expected to discover it, notify LS in writing under a complete and accurate description of the defect, time and date of discovery of the defect, as well as the possible cause.
9. If Customer fails to notify LS in accordance with provisions 9.7 and/or 9.8 on time Customer forfeits his rights with respect to such irregularity or defect. Customer is then deemed to have waived all claims relating to the warranty mentioned in this article.
10. Customer is to cease the use of the Product immediately after noticing an irregularity or defect, nor is Customer allowed to carry out repairs or let those repairs be carried out by a third party, on condition of forfeiting his rights in respect of such irregularity or defect. If LS wishes, the Customer must cooperate with an investigation by LS into the complaint.
11. LS or its designated third party may, at its option, as soon as practicable after notification of the Customer under this article, check and verify if the Products contain defects. Customer must store any Products containing defects in his view on a suitable and safe storage location until LS or a designated third party has checked the Products and LS has dealt with the complaint through a written reaction and in the case of a defect to one or more Products has provided Customer with instructions about the follow-up procedure in accordance with provision 9.3.
12. If LS supplies Products to Customer which it obtained from its suppliers, LS has no obligation to grant a warranty which goes beyond the scope of the warranty provided by its supplier.

Article 10 Returns & Recalls
1. With due observance of the provisions of article 10 Customer is entitled to return Products to LS. The Products to be returned should be accompanied by a completed return form, which is included with the Product.
2. Returns must take place in traceable form, such as via Federal Express, UPS, DHL or insured mail. The return costs are borne by Customer and the Products remain at the risk of Customer untill LS confirms receipt of these Products.
3. Customer must follow any other instructions provided by LS.
4. Customer shall fully cooperate with LS and provide any assistance necessary if LS decides to recall a Product, for whatever reason.

Article 11 Customer’s information & Confidential information
1. Customer must provide LS timely with all information necessary for the performance of the Agreement. Customer guarantees the accuracy and completeness of such information.
2. All Confidential information provided by one Party to the other Party under the Agreement may only be used by the receiving Party for the implementation of the Agreement and may be used only by employees of the receiving Party and / or third parties, when it is necessary o have access to confidential information for implementation of the Agreement and they are bound by a confidentiality provision to the receiving Party.
3. Any information is not confidential insofar as it is publicly accessible by the receiving Party or this information is provided legally by a third party and this third party is not in breach of any confidentiality agreement/provision with LS.

Article 12 Services of third parties
1. LS is authorized to engage a third party to carry out an Agreement (or any parts thereof). The Customer hereby gives his permission to LS in advance to engage any third party in the performance of the Agreement.

Article 13 Resale, marketing and promotion
1. Customer is not allowed to resale the Collection or any Product part thereof or not to their customers for resale purposes, unless LS explicitly gives permission in writing to do so.
2. The advertising, promotion, marketing and sales techniques used by Customer with respect to the Collection/Products shall at all times comply with the advertising and promotion policy of LS (as applicable at any time) and with all applicable laws - and regulations. The advertising and promotion will also include policies to achieve the image, maintain the image LS wishes to radiate with its its Products/Collection and associated brands to other (potential) customers and (potential) Consumers.
3. Adopting any materials provided by LS for the sale, marketing and advertising of the Products/Collection in no way waives Customer’s responsibility regarding the use of those materials. Customer acknowledges and accepts that for use of the provided materials for advertising and promotional purposes, LS grants a non-exclusive, a non-transferable and a non sublicensable right for use of the materials. Article 15 is applicable to this provision.
4. LS reserves the right to order Customer to immediately cease the advertising and sale of the Products in case Customer breaches any obligation under this article. Customer agrees to fully comply with such an order.
5. If the Customer breaches any obligation under this article, LS has the right to suspends its obligations under the Agreement immediately.

Article 14 Sales via electronic media
1. Sale of Products through the Internet or any other form of electronic media shall be in accordance with these Terms and Condition in particular articles 13 and 14. Customer may advertise the Product and/or sell it through electronic media insofar the Agreement with the Customer provides so and LS gives its prior written approval for the websites/electronic media submitted by Customer.
2. Customer is not allowed to use other websites to sell the Product than the verified websites by LS. The site(s) of Customer is/are approved based on the following criteria:
• the website domain name must be the same, or as close as possible to the name of the store;
• promotion or sale of the Products/Collection must be in accordance with the sale and promotion policy of LS;
• Customer must fully comply with the Agreement.
3. Approval of Customer's website by LS Archieve does not relieve Customer from liability in relation to any aspect of its website(s). Customer is not allowed to use any (trade) marks of LS or any use (phonetically or visually similar thereto) variant thereof in its domain names or email addresses, or as part of the website name and / or trade name of Customer. LS hereby reserves the right to ask Customer to change its website or e-mailaddress immediately and/or cease and keep ceased the sale of the Products via that website/e-mail address. Customer agrees to comply fully with such request. LS is not liable for any damages and/or costs on the part of the Customer.
4. If the Customer breaches any obligation under this article, LS has the right to suspends its obligations under the Agreement immediately.

Article 15 Intellectual Property
1. All intellectual property rights provided by LS under the Agreement to the Customer including but not limited to trademarks, patents, copyrights, desgin rights, trade secrets, logo’s, software, source codes, data files, hardware or other materials such as analyses, designs, documentation, reports, quotations and related preliminary material developed shall remain exclusively vested in LS, its licensors or its Suppliers.
2. Customer shall only acquire those rights of use that are explicitly granted in the Agreement/Order, these Term and Conditions and by law. Any rights of use granted to the Customer shall be non-exclusive, non-transferable, non-assignable to third Parties and non-sublicensable.
3. Customer warrants to not undertake anything that could harm, would impair or could otherwise adversely affect the intellectual property rights of LS and/or the value of their intellectual property. Customer is not entitled to remove or make invisible any trademark or distinctive signs on the Products and any accompanying documents or documents relating to the Product.
4. Customer shall reimburse all damages and costs LS suffers, including - but not limited to - legal fees, fines, court costs which result from a breach by Customer of the intellectual property rights of LS.

Article 16 Liability
1. LS is not liable for any damages, with exception of the warranties in article 9, incurred by Customer under the Agreement unless the damages are a result of intent or deliberate recklessness. Compensation for indirect damages, including - but not limited to - loss of profits, loss of revenue and goodwill is excluded.
2. If LS is liable for any damage, excluding damages as a result of intent or deliberate recklessness, due to an attributable failure to perform the agreement/order or due to any other reason or legal ground, the total Liability towards the Customer, shall be limited to compensation for direct damages not exceeding the sum of the Agreement/Order excl. VAT or part of the Agreement/Order (for example the relevant defect Product of Customer) from which the liability of LS derives from.
3. LS is not liable for incorrect use of the delivered Products by Customer or for use of the delivered Products for a purpose which the Product or Service is not suitable for.
4. Except where performance by LS is permanently impossible, LS shall only be liable as a result of an attributable failure to perform an Agreement, unlawful act or any other legal ground, if the Customer gives LS immediate notice of default in writing, setting a reasonable term in which the breach can be remedied, and LS still attributably fails to meet its obligations after this period. The notice of default must contain as comprehensive and detailed a description of the breach as possible, in order to ensure that LS has the opportunity to respond adequately.
5. A condition for the existence of any right to compensation shall in all cases be that the Customer notifies LS in writing of the loss or damage as soon as possible after it occurs, but no later than stated in provisions 9.7 and 9.8. Any claims for damages against LS shall expire by the mere passage of twelve (12) months from the date on which the claim arose.
6. If LS engages third parties for the performance of the Agreement, LS assumes no liability for non-performance by this third party, unless LS is liable under article 16.1. If Customer directly undertakes legal action towards the third party, Customer will hold LS harmless for any claims made by the third party as well as all costs incurred by LS in relation to these claims.
7. The exclusions and restrictions to LS’s liability, as described in the preceding paragraphs of this article, shall not affect the remaining exclusions and restrictions to LS’s liability set out in these Term and Conditions in any way.

Article 17 Force Majeure
1. LS shall not be obliged to meet any obligations, including any warranty obligation agreed between the Parties, and will not be liable for any damages, if it is prevented from meeting its obligations as a result of force majeure. Force majeure shall include: (i) a situation of force majeure encountered by LS own Suppliers, (ii) failure by secondary Suppliers engaged by LS on the Customer’s instructions to duly meet their obligations, (iii) the defectiveness of items, hardware, software or materials provided by third parties that LS has been instructed to use by the Customer, (iv) government measures, (v) electricity failure, (vi) faults affecting the internet, computer network or telecommunication facilities, (vii) war, (viii) workload, (ix) strike action, (x) general transport problems and (xi) the unavailability of one or more members of staff.
2. If a situation of force majeure lasts for longer than ninety (90) days, either of the Parties shall be entitled to terminate the Agreement in writing. In case of force majeure , the Customer has no right to compensation or damages even if LS would benefit from such force majeure.
3. The Parties shall notify each other in writing as soon as possible after the occurrence /threat of a (possible) force majeure.

Article 18 Privacy, data processing and security
1. LS treats all personal data (data which direct or indirect leads to the identification of a natural person) according to the Dutch Personal Data Protection Act (Wet Bescherming Persoonsgegevens). LS has a privacy policy: https://lovestoriesintimates.com/global/privacy-policy
2. If LS is obliged to provide some form of information security, this security shall meet the specifications in respect of security agreed between the Parties in writing. If the agreement does not include an explicit description of security measures, the security measures shall be of such a level that, having regard to the state of the art, the sensitivity of the data and the costs associated with the implementation of the security measures are not unreasonable.
3. All personal data provided by the Customer will only be used by LS for the performance of the Agreement/Order including these Terms and Conditions and will only be provided to third parties if necessary for the performance of the Agreement/Order and the goals agreed therein.
4. LS takes reasonable care to make their website secure. All credit/debit card transactions on this site are processed using Adyen, a secure online payment gateway that encrypts card details in a secure host environment. These details will be fully encrypted and only used to process card transactions. LS uses Secure Socket Layer (SSL) technology.

Article 19 Termination for breach
1. If Customer does not fulfill his obligations, including - but not limited to – the obligations under articles 13, 14 and 15, properly or on time under the Agreement, the Customer is in default and LS is authorized, without requirement of notice of default to:
• suspend the execution of the Agreement until payment is guaranteed or any other obligation under the Agreement is met; and/or
• terminate the Agreement with the Customer in whole or in part,
all without prejudice to any other rights of LS under any Agreement whatsoever and without LS being liable for damages.
2. If LS exercise its right under article 19.1 to terminate the Agreement LS is entitled to offset any amounts to be possible refunded to Customer against any amounts due by Customer for already performed works, services as well as set-off against any loss of profits or damages.
3. In the event of bankruptcy, (provisional) suspension of payment, liquidation or seizure of one or more assets of Customer or if the Customer is aware that any of these situations may arise, Customer must notify LS immediately.
4. In the event of a situation as referred to in Article 19.3 occurs, all Agreements between parties are dissolved by way of operation of law, unless LS notifies Customer in writing that it wishes that the Agreement will be (partially) performend, In which case LS has the right, without notice of default required:
• to suspend execution of the Agreement(s) until payment has been sufficiently guaranteed; and/or
• to suspend any and all payment obligations to the Customer;

all without prejudice to any other rights of LS under any Agreement whatsoever and without LS being liable for damages.
5. If a situation as referred to in provision 19.3 arises, then all claims LS has towards Customer are due immediately.

Article 20
1. LS may assign its rights and obligations described in the Agreement to a third party. In case of transfer of LS obligations LS informs Customer in advance and informs Customer of is right to terminate the Agreement as of the date of the transfer. In such a case, LS is not liable for any damage of Customers. Customer may not assign its rights or obligations to third parties under an Agreement unless LS gives its written consent.

Article 21 Applicable law and disputes
1. The Agreements between LS and Customer are governed by Dutch law.
2. Any disputes that may arise between LS and Customer on the basis of an Agreement concluded between LS and Customer or as a result of further Agreements that arise from such an Agreement, these Terms and Conditions shall be brought before a competent civil court of choice of LS, standard will be the competent civil court in Amsterdam, the Netherlands.