GENERAL TERM AND CONDITIONS WHOLESALE LOVESTORIES

LOVE STORIES b.v., Tweede helmerstraat 21-23, 1054 CB Amsterdam, the netherlands

chamber of commerce reg. no. 58834818

Article 1 – Applicability and definitions

1.    These General Terms and Conditions Wholesale (the “Terms”) apply to all offers, agreements and other relations between LOVE STORIES B.V. and any of its affiliates (together “LS”) and Customer regarding the sale and delivery of the Products to Customer. By placing an Order, Customer agrees to these Terms.

2.    Any terms and conditions of Customer are explicitly rejected and do not apply to the Agreement.

3.    In these Terms, the following definitions are used:

 

“Agreement”: any agreement between Customer and LS whereby LS delivers Products to Customer for Wholesale purposes. The Agreement consist of the order form, these Terms, the Privacy Policy https://lovestoriesintimates.com/en/privacy-policy/ and any documents referenced herein or additional agreements made between the parties with relation to the sale and delivery of the Products.

“Collection”: any range and number of Products deemed by LS to be part of a collection.

Confidential Information” means any information of whatever nature and in whatever form relating to LS and its businesses, financial affairs, Products, IPR, technologies, suppliers, customers, marketing plans, strategic plans, research and development activities, technical information, know-how and other information it obtains in connection with this Agreement which is known to be or can reasonably be assumed to be confidential;

“Customer”: means the wholesale customer, being a business entity or natural person acting in a professional capacity as a wholesaler;

IPR”: means all intellectual property rights, including but not limited to trademarks, patents, copyrights, desgin rights, trade secrets and know-how, in relation to the Products and any other materials of LS (including but not limited to designs, drawings, sketches, calculations, software, source codes, data files, hardware, analyses, reports, quotations and related preliminary materials);

LS”: Love Stories B.V., a limited company under the laws of the Netherlands, having its registered office at Tweede Helmersstraat 21-23 , 1054 CB, Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 58834818;

Order”: every order Customer places with LS for the sale/delivery of Products;

“Products”: all clothing, accessories and related goods, as well as marketing, promotional and other services sold and delivered by LS;

“Wholesale”: the sale of the Products to Customer for the purpose of resale to their customers. 

 

Article 2 – Offers, Orders and Agreement

1.    All offers of LS are optional and non-binding, and remain valid for a period of 30 (thirty) days, unless otherwise indicated by LS.

2.    An Agreement will only arise if and insofar Customer’s Order is confirmed by LS in writing, or the Order has been executed by LS, whichever is earlier. LS is not obliged to accept any Orders and may reject Orders at its discretion.

3.    Orders confirmed by Customer are binding on Customer. Orders are only binding on LS if and insofar as confirmed by LS in writing. However, even when confirmed, LS may still reject an Order within 5 (five) business days after receipt of Customer’s Order. Furthermore, LS may cancel any Order prior to dispatch should LS discover that the price is incorrect. In such case, LS 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.    If Customer notices an error in the Order confirmation of LS, it must inform LS in writing as soon as possible but in any case within 7 (seven) business days after receipt of the Order confirmation. After that period, Customer can no longer contest the contents of the Order confirmation.

5.    Customer must pay LS a cancellation fee of 50% (fifty percent) of the total Order, payable upon LS’ first request, notwithstanding the right of LS to receive full compensation of damages, if Customer:

a)      cancels an Order after the expiration of the term stated in sub-clause 4; or

b)     does not pay the prepayment required as per Article 3.4 on or before the due date.

6.    LS may at any time alter the Products, specifications and instructions for use to improve them or to comply with applicable standards and governmental regulations.

7.    If the Products are no longer available, even after the Order has been confirmed, LS will inform Customer and Customer may either order another Product or cancel the Order. Any payment already made by Customer for such cancelled Order will be refunded as per these Terms.

8.    LS is not liable for errors or deviations in illustrations, drawings and/or other specifications used in offers, and/or Order confirmations. Illustrations are provided only as a general indication and are not binding.

Customer must provide LS timely with all information necessary for the performance of the Agreement. Customer guarantees the accuracy and completeness of such information. LS is not liable to Customer for any damage Customer may incur due to inaccurate or incomplete information provided by Customer.

Article 3 – Prices and payment

1.    All prices quoted by LS are in Euro and exclusive of VAT. Any possible export and import duties, forewarding costs, packaging, shipping, delivery and insurance costs and other fees, charges or taxes imposed with respect to the Products are borne by Customer.

2.    Any change in factors that affect the pricing of the Products including, without limitation, rates offered by third parties, actual exchange rates, insurance, goods of raw materials, production costs, 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 prior to delivery. If, however, LS consents to payment after delivery, Customer must pay within 30 (thirty) days of the date of the invoice.

4.    LS may demand adequate security or full or partial advance payment from Customer before it carries out any of its obligations under the Agreement. The Products will be delivered once LS has received the security or advance payment.

5.    Customer is not allowed to withhold or set-off any amounts due to LS.

6.    If Customer contests an invoice, it must inform LS in writing, while stating its objections to the invoice, within 14 (fourteen) days after the invoice date. If Customer has not timely objected to an invoice, it is is considered to have accepted the invoice.

7.    Upon expiration of the payment term, Customer shall be in default and as of that date, it shall owe interest at a rate equal to the Dutch statutory commercial interest rate (‘wettelijke handelsrente’) plus 3% on an annual basis. In addition, LS may charge Customer all reasonable fees incurred in trying to obtain payment of at least 15% of the amount owed by Customer, with a minimum of EUR 250,-.

8.    LS is entitled to suspend delivery of Products until Customer has paid any outstanding amount, including interest and costs, in full.

Article 4 - Delivery

1.    LS will deliver the Products at the address Customer has provided to LS. The Products are considered delivered when accepted by or on behalf of Customer. A delivery note signed by or on behalf of Customer shall constitute prima facie proof that the Products have been delivered to and received by Customer in good condition.

2.    If Customer fails to accept the Products upon delivery, LS will contact Customer for further instructions and may charge Customer for storage costs and any further delivery and/or transportation costs. Upon delivery, Customer bears the risk for the Products even if title to the Products has not yet passed on to Customer.

3.    Any delivery times/date are estimates only and are never binding on LS. In the event of late delivery, LS will only be in default if Customer has notified LS in writing of the late delivery and given it a period of 14 (fourteen) business days to complete the delivery, and LS fails to deliver within that deadline. LS is never liable for any damage Customer may incur due to late deliveries.

4.    LS is entitled to deliver the Products in partial deliveries. The invoice for the partial delivery must be paid according to the payment conditions on the invoice.

5.    Off-loading of the Products shall be Customer’s responsibility and Seller LS not liable for damage to the Products resulting from the off-loading even if LS’ employees are requested to assist in the off-loading. Further delivery terms will be agreed upon in the Order confirmation.

Article 5 – Retention of title
1.    LS remains the owner of the Products until Customer has made the required payment in full. After delivery but before payment has been made in full, Customer is responsible to keep the Products safe and undamaged. If Customer has not made the payment timely and/or in full, LS may at any time reclaim and collect the Products, to which Customer will provide all cooperation (including access to Customer’s premises). If LS reclaims the Products under this clause, the Agreement is rescinded. This does not limit LS’ right to claim damage and interests. If Customer has paid the Products prior to their delivery, LS holds the Products for Customer until delivery. Title to the Products will pass to Customer upon full payment having been received by LS.
2.    Customer may not 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. Customer may only use the Products delivered under retention of title within the ordinary course of its business. 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. 
Customer shall insure the Products against all risks commonly insured against. Customer shall name LS as beneficiary under the insurance and shall provide a copy of the insurance policy upon first request of LS.

Article 6 – Defects, Remedies and Warranty
1.    Customer shall inspect the Products for defects immediately upon delivery and notify LS in writing within 5 (five) business days after delivery, of any defects to the Products and/or any abnormalities in the amount, weight, or quality between the delivered Products, and the specification thereof in the respective Order confirmation or invoice. Defects that are not visible upon receipt, must be reported to LS in writing within 7 (seven) days either after discovery or after Customer should reasonably have discovered the defects, providing a complete and accurate description of the defect, time and date of discovery of the defect, as well as the possible cause. Failing timely notification of a defect by Customer, the Products shall be deemed to be complete in all respects and without any defects, the warranty shall not apply and LS shall not be liable for any defects, shortages in delivery or failure of the Products complying with Customer’s specifications.
2.    Small deviations of the Products in measurement, size, model, weight, colour or otherwise do not qualify as a defect, in line with accepted industry standards. LS intends to display the Products and its details (such as size, weight, quantity and contents) as accurately as possible but cannot guarantee that the images of or information regarding the Products are an accurate representation of the actual Products. Customer cannot derive any rights from such images or information provided by LS.
3.    LS warrants that the Products materially meet the specifications for resale for a period of 3 (three) months after the date the Products were delivered to Customer, provided Customer has taken good care of the Products, stored them properly and has not done or omitted anything which caused the condition of the Products to deteriorate.
4.    In the event of warranty claims under this article 6 (“Defects, remedies and Warranty”), LS will, at its discretion, only be obliged to either (i) repair the defect free of charge (or have it repaired), (ii) replace the defective Product, (iii) offer a mutually agreed discount on the purchase price, or (iv) refund the purchase price received for the defective Product; all without being liable for any further damages. LS’ compliance with the warranty is conditional upon (i) Customer returning the defective Product to LS as per LS’ instructions and at the expense of LS, and (ii) the to be returned Products being in the same condition they were delivered in, which includes potential stickers and prices on boxes and Products.
5.    Customer should cease the use of a defective Product immediately after noticing an irregularity or defect. Customer may not repair the defect or have this done by a third party, in which case the warranty no longer applies. Customer must store the defective Products 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 response and has provided Customer with instructions on the follow-up procedure.
6.    If there is short delivery, LS’ liability shall be limited to delivery of the missing quantity as soon as reasonably possible. If the agreed quantity will not be available, LS may cancel the missing part of the Order upon refunding the corresponding amount to Customer.
7.    Defects that are the result of normal wear and tear, pollution, inappropriate use, negligence, carelessness, abuse or intentional damage and changes in colour as a result of the use of water, perfumes, soap, lotion or hair products or as a result of a high acidity of the skin, use of unsuitable auxiliary materials, non-observance of instructions, and modification of the Products without prior consent from LS, all to be judged reasonably by LS, are excluded from any warranty.
8.    Except as stated otherwise in the Agreement, 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.
9.    If LS provides Products to Customer which it obtained from third parties, LS has no obligation to grant a warranty which goes beyond the scope of the warranty provided by that third party.
10. Customer agrees that the remedies stated in this article 6 (“Defects, Remedies and Warranty”) are the only remedies Customer has in respect of defective Products or short deliveries. LS is not obliged to pay any further compensation or damages to Customer.

Article 7 – Returns and Recalls
1.    Customer may only return Products to LS with LS’ prior written consent. In the event of such a return, the Products must be in perfect condition (suitable for resale) and accompanied by a completed return form (included with the Products), and Customer must follow any other instructions provided by LS. 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.
2.    Customer maintains an up-to-date record of Products sold, to enable an immediate recall of Products, if necessary. The parties will jointly decide whether to conduct a recall of any Products and the scope of such recall. Both parties will provide all information, cooperation and assistance reasonably necessary in connection with the (investigation of a possible) recall.
3.    LS shall be responsible for and shall reimburse Customer for all expenses incurred by it in connection with any recall, if that recall is due to a Product’s failure to comply with the warranty set forth in article 6 (“Defects, Remedies and Warranty”). If the recall is not due to such Product failure, Customer shall bear all costs of the recall, including any of LS’ cost in relation thereto.

Article 8 - Resale, marketing and promotion
1.    LS may provide point of sales materials to Customer on loan, for the presentation of the Products. The POS materials will remain the property of LS at all times. LS may require the Customer to return or destroy POS materials, at its discretion. Customer will report any damages to POS materials immediately to LS in writing. In the event of damages to POS materials, LS may require Customer to purchase new POS materials from LS at cost price.
2.    Customer may not resell any Products to its customers for resale purposes, without LS’ prior written consent.
3.    The advertising, promotion, marketing and sales techniques used by Customer with respect to the Products shall at all times comply with any policies of LS (regarding advertising, promotion, brand guidelines etc.) as applicable from time to time and with all applicable laws and regulations. The advertising and promotion will also include policies to achieve and maintain the image LS wishes to radiate with its its Products and associated brands to other (potential) customers.
4.    Adopting any materials provided by LS for the sale, marketing and advertising of the Products does not waive 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, non-transferable and non-sublicensable right to use the materials. Article 10 (“Intellectual Property”) applies to this provision.
5.    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.
If the Customer breaches any obligation under this article, LS has the right to suspends its obligations under the Agreement immediately.

Article 9 – Sales via electronic media

1.    Sale of Products through the Internet or any other form of electronic media shall be in accordance with the Agreement and any additional policies/instructions LS may give from time to time. Customer may advertise the Product and/or sell it through electronic media if permitted under the Agreement and provided LS has given its prior written consent for the websites/electronic media submitted by Customer. Customer may not use other websites to sell the Product than the websites approved by LS. The site(s) of Customer is/are approved based on the following criteria:

a)      the website domain name must be the same, or as close as possible to the name of the store;

b)     promotion or sale of the Products must be in accordance with the sale and promotion policy of LS;

c)      Customer must fully comply with the Agreement.

2.    Approval of Customer's website by LS does not relieve Customer from liability in relation to any aspect of its website(s). Customer is not allowed to use any trademarks or trade names of LS or use any sign/element that is confusingly similar thereto (whether in its domain names, email addresses, as trade name or otherwise). Upon first request of LS, Customer will change its website or e-mailaddress and/or cease the sale of the Products via that website/e-mail address. LS is not liable for any damages and/or costs on the part of Customer.

3.    If Customer breaches any obligation under this article, LS may suspend its obligations under the Agreement.

Article 10 – Intellectual Property
1.    All IPR are and shall remain exclusively vested in LS, its licensors or its suppliers. The Agreement does not contain any transfer of such rights to Customer. Customer agrees that any increase in goodwill arising from Customer’s use of the IPR, including but not limited to advertising, sales, distribution and/or marketing shall inure solely to the benefit of LS.
2.    Customer warrants that it will not do anything that could adversely affect the distinctiveness and reputation of and/or the goodwill attached to the IPR of LS, the reputation of LS and/or its business. Customer shall not use, apply for and/or register as a trade name or trademark any sign identical or confusingly similar to any of the trademarks of LS without LS’ prior written consent. If Customer nevertheless has made such an application/registration, it will immediately inform LS thereof and assign it to LS.
3.    Customer may not remove or make invisible any trademark or distinctive signs on the Products and any accompanying materials/documents or documents relating to the Product, or any promotional and marketing materials.
4.    LS indemnifies Customer against third party claims that the Products infringe that third party’s intellectual property rights, provided LS has immediately been informed of such claim by Customer in writing and Customer assists LS in defending its position in any way.

Article 11 – Liability

1.    Except for the warranties provided in article 6 (“Defects, Remedies and Warranty”), LS is not liable for any damage incurred by Customer under the Agreement, unless the damage is the result of gross negligence or willful intent of LS.

2.    If LS is nevertheless obligated to pay damages, these shall never exceed - at LS’ option - either (i) the invoice amount paid by the Customer in the 3 (three) months prior to the damage inflicting event, this with the deduction of credited amounts in connection with that period, or (ii) the amount that is actually paid out by LS’ insurer with respect to the event causing the damage.

3.    A condition for the existence of any right to compensation shall in all cases be that Customer notifies LS in writing of the loss or damage as soon as possible after it occurs, but no later 1 (one) month thereafter. Any claims for damages against LS shall expire 12 (twelve) months from the date on which the claim arose. 

Article 12 – Termination

1.    Either party may terminate (including rescind (in Dutch ‘ontbinden’)) the Agreement by written notice with immediate effect, if:

a)       suspension of payments or bankruptcy have been requested or granted to the other party;

b)       the other party fails to meet any of its obligations under the Agreement and has not cured such failure within 14 (fourteen) days of having been notified thereof in writing, provided that the failure is capable of being cured;

c)        the other party is being dissolved, liquidated or otherwise ceases to operate its business for at least 6 (six) months.

2.    Furthermore, LS may terminate (including rescind) the Agreement by written notice with immediate effect, if:

a)       a substantial part of Customer assets are seized;

b)       customer 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 ebvent Customer will always immediately inform LS in advance in writing).

3.    Upon termination of the Agreement, (i) all claims LS may have against Customer will immediately become due and payable; and (ii) LS is entitled to suspend or cancel any pending or accepted Order.

Article 13 – Confidentiality

1.    Customer shall treat any Confidential Information received from LS as strictly confidential and this information shall not be communicated to third parties by Customer without LS’ prior written permission. This obligation will continue for 3 (three) years after the ending of this Agreement.

2.    Customer 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 Customer at the time of disclosure without this being due to a breach of any confidentiality obligation by Customer or a third party;

c)        information which must be disclosed due to statutory law or order of any competent judicial or regulatory authority or securities exchange.

If Customer 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 Customer comply with its obligations under this Agreement. Furthermore, LS reserves the right to request higher damages and/or penalties in legal proceedings. 

Article 14 – Force majeure
1.    LS is not liable if and to the extent LS’ performance under the Agreement is hindered or delayed, in whole or in part, by circumstances out of its reasonable control, including but not limited to acts of God, fire, strikes, lockouts or industrial disputes or disturbances, civil disturbances, delay of carriers, acts of third parties, wars, riots, blockades, insurrections, pandemics and epidemics and any regulations or government recommendations relating thereto, landslides, lightning, earthquakes, natural disasters, fire, wars, storm, floods, washouts, explosions, accidents and interruptions of business operations, transport problems, delay in the provision to LS of certain goods or materials ordered from third parties, 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.    LS will inform Customer of the force majeure and may suspend its performance of the Agreement. If the force majeure situation lasts for more than 3 (three) months, both LS and Customer may terminate the Agreement.
In case of force majeure , the Customer has no right to compensation or damages even if LS would benefit from such force majeure.

Article 15 – Privacy, data processing and security
1.    If and to the extent that LS processes personal data, it shall ensure that this processing of personal data complies with the applicable legislation, including but not limited to General Data Protection Regulation ("GDPR"). The Privacy Policy of LS (https://lovestoriesintimates.com/en/privacy-policy/) shall apply to the processing of the personal data by LS.
2.    If the parties agreed in writing that LS will implement some form of (information) security measures, these security measures shall meet the specifications explicitly agreed between the parties in writing. If the Agreement does not include an explicit security measures, LS shall take appropriate technical and organizational measures to ensure the security of its services, including measures against any unlawful use and (accidental) loss of data. LS will take into account the state of the art, the costs of implementation of these measures, the nature, scope, context and purposes of the services and the processing of personal data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Article 16 – General
1.    LS may change the Agreement at any time. By placing an order Customer agrees that the latest version of these Terms applies to the order. It is Customer’s obligations to regularly check LS’ website for the most up to date version of the Terms.
2.    Any deviation from the Agreement must be done in writingand signed by authorized representatives of both parties.
3.    In the event of any conflict between any of the documents which form part of the Agreement, the following hierarchie shall apply:
a)      the Order confirmation
b)     these Terms
c)      any specific policy or other document that forms part of the Agreement.
4.    If any part of the Agreement is invalid or unenforceable, that parties shall jointly agree on a replacement provision, the purpose and meaning of which shall be as close to the invalid or unenforceable provision as possible. This shall not affect the other provisions of the Agreement, which will remain in full force and effect.
5.    Failure by a party to enforce any provision of the Agreement shall not be a waiver of any right hereunder. A waiver must always be done explicitly and in writing.
6.    LS may assign its rights and obligations under the Agreement to a third party, for which assignment Customer hereby in advance gives its consent. Customer may not assign its rights or obligations under the Agreement without the prior written consent of LS, which shall not be withheld unreasonably.
7.    References to writing also include email, unless stated otherwise.
Articles 3 (Prices and Payment), 5 (Retention of Title), 6 (Defences, Remedies and Warranty), 10 (Intellectual Property), 11 (Liability), 13 (Confidentiality), and 17 (Applicable law and dispute resolution) will survive termination of the Agreement. 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 - Applicable law and dispute resolution
1.    The relationship between LS and Customer is governed by the laws of the Netherlands, without regard for conflict rules under Dutch private international law. The applicability of the United Nations Convention on the International Sale of Goods (Vienna Convention of 11 April 1980) is explicitly excluded.
2.    If Customer is based in the EU, any disputes between the parties shall be submitted exclusively to the competent court of Amsterdam, the Netherlands.
3.    If Customer is based outside the EU (including the UK), any disputes between the parties 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. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided for in Article 1046 of the Dutch Code of Civil Procedure, shall be excluded. This clause shall not limit the right of Seller to initiate proceedings against Customer in any other jurisdiction, nor shall it preclude Seller from applying for injunctive relief in summary proceedings before any competent court.

Love Stories B.V., February 2022 ©