GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF LOVELY AFFAIRS

1. General
1. These Terms and Conditions shall, to the exclusion of any terms and conditions of any third parties,
apply to every delivery of products coming from Lovely Affairs, a private limited company, hereinafter
called Lovely Affairs, all agreements relating thereto and all acts connected therewith either of a
preparatory or an executor nature, such as quotations, confirmations of order and deliveries.
2. Any deviating terms and conditions shall apply only insofar as they have been explicitly accepted
in writing by Lovely Affairs and shall apply only to the agreements concerned.
3. If any provision contained herein is invalid for any reason whatsoever, all other provisions hereof
shall remain in force.

2. Quotations and Orders
1. Unless otherwise stated in writing all quotations made by Lovely Affairs in any form whatsoever
shall be considered as invitation to treaty to the purchaser. Any offer made by the purchaser shall be
acknowledged in writing by Lovely Affairs, but it shall only be binding on Lovely Affairs if and when it
was expressly confirmed in writing by Lovely Affairs.
2. The contents of all price-lists, brochures and other information furnished with a quotation have
been stated as accurately as possible. The data concerned shall be binding on Lovely Affairs only if
and when the order was expressly confirmed in writing by Lovely Affairs.
3. Lovely Affairs reserves the right to decline orders without assigning any reasons therefore, or to
send goods C.O.D.

3. Agreement
1. Subject as provided below, no agreement with Lovely Affairs shall be complete until after Lovely
Affairs has accepted or confirmed an order in writing. The confirmation of the order shall be deemed to
state the agreement correctly and completely.
2. No supplementary or modified arrangements and/or undertakings that may have been given
and/or made by any employees or, on Lovely Affairs' behalf, by Lovely Affairs' agents, representatives
or other persons after the completion of the agreement shall be binding upon Lovely Affairs unless
confirmed in writing by the same.
3. This order is irrevocable and the client expressly accepts that the order may be carried out by a
third party, and if necessary in partial deliveries.
4. For any work for which no confirmation of order is sent by reason of its nature or amount the
invoice shall at the same time be regarded as a confirmation of order, which shall be deemed to state
the agreement correctly and completely.
5. On or after entering into the agreement, purchaser will at Lovely Affairs' request be bound to
provide sufficient security in connection with its obligations to pay and other obligations arising from
the agreement. Pending such provision of security especially if and when doubts have arisen as to the
credit standing of the purchaser, Lovely Affairs shall be entitled to suspend its obligations.

4. Prices
1. If any prices and/or rates of price-determining factors such as for instance wages, materials,
currency values, undergo any modification through whatever cause, Lovely Affairs shall be entitled to
increase the agreed price correspondingly.
2. Unless otherwise stated in writing, the prices stated by Lovely Affairs shall:
- be based on delivery ex warehouse store-racks as stated on the order;
- be exclusive of administrative charges, V.A.T., and if applicable, other taxes, impositions and
duties;
- be quoted in European Euro (€).

5. Delivery Time
1. Unless expressly agreed otherwise, delivery times shall be stated approximately.
2. Unless expressly agreed otherwise, no delivery times stated can ever be regarded as limits of
 time. Therefore, in the event of late delivery, Lovely Affairs must be declared in default in writing.

6. Delivery
1. Unless otherwise agreed in writing, delivery shall take place ex warehouse store-racks. The
moment, the goods on order leave the Store-racks, shall be regarded as the time of delivery.
2. As from the moment of delivery the goods delivered shall be for account and at the risk of
purchaser.
3. Any orders that for any reason whatsoever cannot be executed as a whole may be delivered in
parts.
4. In case of composite quotations there shall be no obligation to supply any part at the
corresponding part of the price quoted for the whole.

7. Taking Delivery
1. Purchaser will be under the obligation to give its cooperation to the delivery and to take up the
goods delivered. If purchaser fails to take up the goods delivered, Lovely Affairs will reserve the right
to on-charge to purchaser any expenses that may be connected therewith. Unless otherwise agreed,
any goods not taken up by purchaser after the expiration of the delivery period, although presented for
delivery, shall be stored at purchaser's disposal, for the account and at the risk of the same.
2. Purchaser shall be deemed to have refused to take delivery of the goods on order if their delivery
was tendered, but proved impossible to eftect. The day on which purchaser refuses to take delivery
shall be regarded as the date of delivery.

8. Carriage / Risk
If Lovely Affairs was not given specific instructions by purchaser, the manner of transport, forwarding,
packing and such shall be decided by Lovely Affairs without any liability attaching to Lovely Affairs in
respect thereto.

9. Reservation of Ownership
1. All goods delivered by Lovely Affairs shall remain the property of Lovely Affairs until the time when
purchaser has fully paid all that is due to Lovely Affairs by purchaser on account of any written
agreement(s), concluded between Lovely Affairs and purchaser, on which the deliveries are based
and/or these General Terms and Conditions, including the total (balance) liabilities and all claims of
Lovely Affairs in respect of any default made by purchaser (including interest, costs, penalty) with
regard to such agreements. In case of supply on the basis of a current account arrangement, the
goods delivered by Lovely Affairs shall remain its property until the time when any outstanding balance
of purchaser is settled.
2. Purchaser will be under the obligation adequately to insure and keep insured the goods as far as
they are subject to the reservation of ownership.
3. In the event that purchaser fails to fulfill any obligation under the agreement (for example, failure to
pay or incomplete payment by purchaser of any amount due to and claimable by Lovely Affairs) and/or
a petition for an official moratorium has been filed by or a petition in bankruptcy and/or for winding up
has been presented by/against (one or more enterprises of) purchaser and/or in case
of his death, Lovely Affairs shall be entitled, without any notice of default being given and without any
judicial intervention, to cancel the order and claim back as its own property any goods that may not
have been paid for or not paid for in full, without prejudice to Lovely Affairs's rights to compensation in
respect of any loss and/or damage. In the cases specified above any debt due to Lovely Affairs by
purchaser can be claimed at once as a lump sum.
4. Purchaser will be permitted to sell or use in the normal course of his business the goods delivered
by Lovely Affairs. Purchaser will not be permitted to pledge the goods delivered by Lovely Affairs
and/or transfer the ownership thereof as security prior to complete settlement of any amount as
referred to in the last sentence of 9.1.
5. Purchaser will be under the obligation to immediately inform Lovely Affairs in writing, of any claims
made by third parties to the goods being subject to the reservation of ownership under this Article.

10. Claims
1. Any complaints shall be considered by Lovely Affairs only if they have been made in writing direct
to Lovely Affairs with due observance of the provisions of this Article and if the nature and ground of
the complaint have been accurately stated. Complaints may only be made with respect to products
that are still in the condition in which they were delivered. In default thereof, no liability shall be
attached to Lovely Affairs.
2. Purchaser will be under the obligation to check the goods delivered, or their container(s), as the
case may be, for possible defects, shortages or damage immediately on delivery, or to make an
inspection immediately after having been informed by Lovely Affairs that
the goods are at its disposal.
3. Purchaser shall cause to be stated on the delivery receipt any shortages and damage that may
have been found. In case of contravention of the foregoing, no claims will be considered. Complaints
concerning quantities and measures must in any event be sent in to Lovely Affairs in writing within a
reasonable time after delivery, in default whereof the relevant data stated in the way bills,
delivery receipts, invoices and such shall be regarded as binding.
4. Any complaints concerning any deviations/defects visible at the time of delivery shall be
considered by Lovely Affairs only if they have reached Lovely Affairs in writing within a reasonable
time from delivery. If it is uncertain what delivery date applies, the afore-said complaints must be made
within a reasonable time after the date of the invoices. Any complaints concerning any
deviations/defects invisible at the time of delivery must have reached Lovely Affairs in writing within a
reasonable time after the deviation or defect was found, or could reasonably have been found.
5. If and insofar as Lovely Affairs finds the claim to be well-grounded, Lovely Affairs shall, at its
option, either repair the defect(s) or replace the defective goods or deliver similar goods or, in case of
a complaint about the quantities delivered, complete the goods delivered, without purchaser being
entitled to any damages whatsoever.
6. Making a claim shall not release purchaser from its obligations to pay towards Lovely Affairs.
7. No goods delivered can be returned until after the previous written permission of Lovely Affairs has
been obtained, subject to conditions to be fixed by Lovely Affairs.

11. Payment
1. Unless stated otherwise on the confirmation of the order or otherwise agreed in writing, payment
must be made either net cash on delivery, without discount or set-off, or by payment or transfer to a
bank or giro account to be designated by Lovely Affairs, without discount or set-off and within 30 days
of the invoice date. The crediting date stated on Lovely Affairs' bank/giro statements shall be decisive
and therefore be regarded as the date of payment.
2. The payments made by purchaser shall always be applied in settlement of all interest and costs
due and, after that, of the oldest outstanding invoices payable, even if it is stated by purchaser that the
settlement relates to a later invoice.

12. Interest and Costs
If purchaser has not fulfilled its obligation to pay within the period specified in Article 11, Lovely
Affairs shall be entitled, without any demand, summons or notice of default being required and without
prejudice to Lovely Affairs' further rights (to damages) under the law, to payment by purchaser of:
a. a 1½ per cent per month late-payment interest, any part of a month being counted as a full month,
due on the amount still unsettled "from the due date to the date of final payment in full;"
b. all costs incurred by Lovely Affairs in the event of tardy or improper fulfillment of purchaser's
obligations to Lovely Affairs. Any expenses of collection which may be incurred out of court by Lovely
Affairs shall be 15 percent of the total amount due by the purchaser including the late-payment interest
mentioned in sub a of this Article.

13. Dissolution/damages/suspension
1. If the other party:
a. is adjudicated bankrupt/wound up (by the court), assigns his/its property, files a petition for an
official moratorium or if all or any part of his/its property is attached, or
b. dies or is placed in guardianship, or
c. fails to fulfill, either fully or partially, any obligations to Lovely Affairs which he/it is under, arising by
operation of law or of any contractual conditions (including these General Terms and Conditions),
including the obligation to provide sufficient security as is mentioned in article 3.4. here-above within
30 days, or
d. fails to settle any invoice amount or any part thereof within the period fixed for the purpose, or
e. discontinues or transfers his/its enterprise or any major part thereof, including the bringing in of his
enterprise into a company yet to be formed or already existing, or changes the objects of his/its
enterprise.
Purchaser shall be deemed to be in default by operation of law and the (remaining) debt shall be
payable at once.
2. In the cases specified in Article 13.1. Lovely Affairs shall be entitled, without being in any way
liable in damages and without prejudice
to the rights to which it is entitled, such as its rights with respect to any penalties or interest already
fallen due and to damages, and without any notice of default or judicial intervention being required:
a. to declare the agreement rescinded, either wholly or partially, by notice in writing to that effect
given by registered letter to purchaser, and/or
b. immediately, without notice of default being given, to demand payment in full of any amount due
by purchaser by reason of the deliveries made by Lovely Affairs, and/or
c. before any further performance on its part, first to obtain from purchaser security for the (timely)
fulfillment of its obligations to pay.

14. Force majeure
1. If Lovely Affairs is prevented by force majeure of a permanent or temporary nature to (further)
execute the agreement, Lovely Affairs shall be entitled, without being in any way liable in damages, to
rescind the agreement either fully or partially by notice in writing to that effect, without any judicial
intervention and without prejudice to Lovely Affairs' right to payment by purchaser for any past performance
by Lovely Affairs before there was any question of a situation of force majeure, or to suspend
the (further) execution of the agreement. In case of suspension, Lovely Affairs shall be entitled yet to
declare the agreement rescinded, either fully or partially.
2. Cases of force majeure shall include all circumstances by which Lovely Affairs is unable, either
temporarily or permanently, to fulfill its obligations, such as fire, frost, damage by water, strikes or lockouts,
riots, war, government measures such as import or export restrictions, excessive absenteeism of
any employees of Lovely Affairs, default made by any suppliers of Lovely Affairs and, further, all
circumstances in which Lovely Affairs cannot reasonably be expected (any longer) to perform its
obligations to purchaser.

15. Limitation of Liability
1. Subject to the other provisions of this Article, Lovely Affairs' liability shall be specifically limited to
that provided for by Article 10, paragraph 5 with respect to claims, so that Lovely Affairs shall never be
liable, in connection with any goods delivered by it, for any (further) loss, including consequential loss,
and not be liable to make compensation for any trading loss, loss of profits, loss resulting from
personal accidents, loss arising from claims of any third parties against purchaser or for any other loss
whatsoever. Provided is always that Lovely Affairs' liability shall never exceed an amount equal to the
lower of either € 453,780 (maximum amount to be paid by the insurance company) or an amount
equal to the value of the goods delivered by Lovely Affairs.
2. Lovely Affairs shall not be liable for any loss of any sort arisen or caused by the use of the goods
delivered or by their being unfit for the purpose for which they were used by purchaser.
3. Lovely Affairs shall not be liable for any loss of any sort caused by any acts or negligence of any
employees in Lovely Affairs' service or of other persons whose services are employed by Lovely
Affairs, including recommendations or other instructions made or given by such persons for the
application and use of the goods delivered by us, save in the event of willful intent and/or gross
negligence.
4. As regards any loss (or personal injury) suffered in consequence of any defect of the goods
delivered by Lovely Affairs, purchaser will be bound to address himself direct to the supplier. Lovely
Affairs shall not be liable for such loss unless such goods are products imported into the EEC from
outside the EEC or unless it cannot be established who is the supplier and Lovely Affairs has not
informed purchaser of the supplier's identity within a period of 30 days after a claim was made by the
same.
5. Purchaser shall hold Lovely Affairs harmless from all such claims of third parties for compensation
of any loss related to the goods delivered to purchaser by Lovely Affairs, unless such loss was caused
by willful intent/gross negligence of any employees of, and/or any third parties brought in by Lovely
Affairs.

16. Governing Law and Court of Competent Jurisdiction
1. All quotations, confirmations of order, agreements and their execution shall be exclusively
governed by the laws of The Netherlands.
Unless otherwise agreed in writing by the parties, the Vienna Purchase Convention shall not apply.
2. All disputes, both factual and juridical, including those regarded as such by one party only, arising
from or connected with the agreement governed by these Terms and Conditions, or these Terms and
Conditions themselves, and its/their interpretation or execution, shall be decided by the Civil Court of
competent jurisdiction in the area in which Lovely Affairs has its registered office according to its
Articles of Association.
3. The latest version of the INCOTERMS is applicable to all agreements between Lovely Affairs and
the purchaser.