AMIRI®

ORDER ACCEPTANCE TERMS & CONDITIONS (Wholesale)

1.      Buyer agrees to all of the Terms & Conditions contained herein. This document constitutes a binding agreement between Buyer and AMIRI. Any modification or waiver of the Terms & Conditions set forth herein shall be invalid and unenforceable unless authorized in writing by an officer of AMIRI®.  If Buyer is a party to an International Distribution Agreement with AMIRI and any these Terms and Conditions conflict with terms and/or conditions of the International Distribution Agreement, the terms and/or conditions of the International Distribution Agreement shall be applied. These Terms & Conditions shall not be superseded by any prior or subsequent purchase document submitted by Buyer.
2.      TRADE POLICY: SALES BY OUR WHOLESALE CUSTOMERS TO OR THROUGH THE FOLLOWING CHANNELS ARE UNAUTHORIZED AND STRICTLY PROHIBITED: (a) INTERNET AUCTION; (b) MARKETPLACE WEBSITES (subject to AMIRI’s prior written approval); (c) MAIL ORDER; (d) KIOSKS; (e) SWAP MEETS; (f) FLEA MARKETS; (g) DISCOUNT STORES (subject to AMIRI’s prior written approval) ;(h) WAREHOUSE CLUB STORES; or (i) OR BULK SALES TO THIRD PARTIES.  AMIRI PRODUCTS MAY ONLY BE SOLD AT AUTHORIZED LOCATIONS. ANY VIOLATION OF THIS POLICY WILL RESULT IN THE IMMEDIATE TERMINATION OF OUR BUSINESS RELATIONSHIP, WITHOUT EXCEPTION.  VIOLATION OF THIS POLICY MAY ALSO GIVE RISE TO LEGAL AND EQUITABLE CLAIMS AND REMEDIES FOR BREACH OF CONTRACT, TRADEMARK DILUTION AND TARNISHMENT, UNAUTHORIZED SALE OF GOODS, AND UNFAIR COMPETITION.   
3.      Delivery. The goods referenced herein are cut to order and once AMIRI has accepted the order, Buyer is not permitted to cancel the order until ten (10) days following the scheduled Completion Date.  Completion Date shall mean the date that the goods are delivered to the carrier and not the date that the goods arrive at Buyer’s destination. All orders are EXW or DDP, as requested by Buyer upon order placement.  AMIRI shall have no liability for orders that are delayed or cancelled for reasons beyond AMIRI’s control.  Buyer understands that certain sizes and styles may not be available at the same time. Buyer agrees to accept incomplete and partial deliveries.
4.       Prices. The prices charged for the goods ordered herein are based on current costs of raw materials and labor and may further be impacted by changes in duty rates.  In the event that a substantial increase in such costs occurs prior to the manufacturing of the goods, AMIRI reserves the right to amend prices.  Buyer shall be notified of any such amendments and shall, at that time, have the option to cancel such styles from the order that have been affected by any substantial price increase.
5.      Payment Terms. Completion of this order is subject to payment in advance or the approval of Buyer’s credit by AMIRI and/or its factor at or before the time of shipment.  From time to time, AMIRI or its factor may limit or cancel credit previously extended to Buyer and, in such cases, may require an advance payment or payment of cash on delivery.  Payment terms are set forth on the front of this Order Acceptance.  Invoices not paid when due shall be assessed interest at the rate of 1.25% per month.    
6.      Acceptance & Returns. Ordered items are deemed accepted five (5) days following delivery.  No item may be returned without a return authorization (RA) issued by AMIRI.  Requests for RA’s must be made within fifteen (15) days from Buyer’s receipt of the goods. Buyer shall pay the shipping costs on all goods returned to AMIRI, with the exception of goods that are returned due to manufacturing defects or warehouse error, in which case AMIRI will cover the shipping costs.  All returns for non-defective items are subject to a restocking charge of 25% of the invoice price for such goods. No cash refunds will be paid on returns.    
7.      Chargebacks. Unless otherwise agreed in advance, AMIRI will not accept chargebacks for handling, administrative fees, services fees or penalties for purchase order violations or shipping errors.
8.      Intellectual Property. Buyer is only permitted to use for marketing and advertising purposes content and images provided to Buyer by AMIRI.  Use of any other intellectual property of AMIRI requires advance written consent.
9.      Miscellaneous Provisions. (a) This agreement is created only for the benefit of Buyer and AMIRI and no benefit set forth herein is intended for a third party; (b) this agreement shall be construed under the laws of the State of California.  In the event of a dispute, the parties agree to the exclusive jurisdiction of the Superior Court for the State of California, Los Angeles Judicial District or the U.S. District Court, Central District of Los Angeles; (c) this agreement constitutes the entire agreement between the parties and supersedes all prior oral and written negotiations and agreements between the parties with respect to the subject matter hereof; (d) no provision of this agreement may be waived, modified or amended unless approved in writing by AMIRI. An approval by AMIRI of a waiver, modification or amendment to this agreement shall not operate as a waiver, modification or amendment of any other provision of this agreement; (e) this agreement has been jointly drafted by both parties.  Any uncertainty or ambiguity in this agreement shall not be construed against either party based on attribution of drafting; (f) Buyer shall reimburse AMIRI for its reasonable attorneys’ fees and costs incurred in collecting any past due invoice amounts an in enforcing this agreement; and (g) if any provision of agreement is determined to be unenforceable, the unenforceable part of such provision will be deleted herefrom and all other terms and conditions shall remain in full force and effect.

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is entered into as of __________, by and between Atelier Luxury Group, LLC and its affiliates, on the one hand (the “Disclosing Party”), and __________ and its affiliates, on the other hand (the “Recipient”).

1. The purpose of this Agreement is to prevent the unauthorized disclosure and/or use of Confidential Information (as defined below) of the Disclosing Party to Recipient in connection with pursuing a business relationship or negotiating or performing a contract or agreement between the parties hereto, as well as protecting other assets and relationships of the Disclosing Party.
2. The parties hereto believe it appropriate herein to memorialize their understanding and agreement as to the extent of Recipient's confidentiality and/or non-disclosure to the Disclosing Party.
3. The Disclosing Party has developed certain Confidential Information and acknowledges that the restrictions contained in this Agreement are necessary and reasonable to protect the business and goodwill of the Disclosing Party.

In consideration of the mutual covenants and agreements of the parties set forth herein, the parties agree as follows:

1.      Confidentiality Definition. For purposes of this Agreement, the term “Confidential Information” shall mean any and all information furnished by or on behalf of the Disclosing Party to, or coming into the possession of, Recipient or its “Representatives” (which term shall include directors, officers, owners, partners, managers, employees, agents, representatives, consultants, affiliates, agents, advisors, accountants and legal counsel, each on a need-to-know basis) from time to time which is not generally known in the trade or industry, including, without limitation, photographs for or in connection with women’s look-books, photographs from Disclosing Party’s digital portal, as well as all information that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged or in which it contemplates engaging and which the unauthorized disclosure could be detrimental to the interests of the Disclosing Party, whether or not such information is identified as Confidential Information by the Disclosing Party or its Representatives.
2.      Confidentiality. During the term of this Agreement and thereafter, Recipient shall keep strictly secret and confidential any and all information acquired from the Disclosing Party or its Representatives and shall take all necessary precautions to prevent unauthorized use and disclosure of such information. The Recipient acknowledges that it will receive from the Disclosing Party patterns, markers, grading, fits, prints, designs, ideas, sketches, and other materials which the Company intends to use on or in connection with lines of merchandise which have not yet been put into the channels of distribution. Recipient recognizes that these materials are valuable property of the Disclosing Party. Recipient acknowledges the need to preserve the confidentiality and secrecy of these materials and agrees to take all necessary steps to ensure that use by it, its Representatives or by its employees and/or agents will in all respects preserve such confidentiality and secrecy. The Disclosing Party shall take all reasonable precautions to protect the secrecy of the materials, samples, and designs prior to their commercial distribution or the showing of samples for sale, and shall not manufacture any merchandise employing or adapted from any of said designs except for the Disclosing Party, or its affiliates or designees.
3.      Remedies.
   1.      Equitable Remedies. Recipient understands and acknowledges that any disclosure or misappropriation of any Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to any court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate, including specific performance and injunctive relief, without the necessity of proving actual damages or posting a bond. Such right of the Disclosing Party is in addition to the remedies otherwise available to the Disclosing Party at law or in equity
   2.      Liquated Damages. Recipient understands and acknowledges that any disclosure or misappropriation of any Confidential Information in violation of this Agreement will cause damage to Disclosing Party for which monetary damages will be difficult to determine with certainty.  Therefore, in the event of a disclosure of Confidential Information by Recipient, it agrees to pay Disclosing Party liquidated damages in the amount of five hundred thousand dollars ($500,000) per disclosure, which amount is a reasonable forecast of the damages that would be sustained by Disclosing Party in the event of a breach.  Recipient agrees that the foregoing liquidated damage is not penal in nature, and is a reasonable forecast of the damages that will be suffered by Disclosing Party
   3.      Non-Exclusive Remedies; Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. The election of any one or more remedies by the Disclosing Party shall not constitute a waiver of the right to pursue other available remedies.
4.      Fees and Costs. If any action, suit or proceeding is brought under or in connection with this Agreement, the prevailing party therein shall be entitled to its costs and expenses, including reasonable attorneys’ fees.
5.      Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law rules. The parties hereto agree to submit to the personal jurisdiction of any court of competent subject matter jurisdiction in the State of California. The parties irrevocably and unconditionally consent to venue in Los Angeles County Superior Court (and hereby waive any claims of forum non conveniens with respect to such venue) and to the exclusive jurisdiction of competent California state courts in Los Angeles County or federal courts in the Central District of California for all litigation which may be brought with respect to the terms of, and the transactions and relationships contemplated by, this Agreement. The parties further agree that the mailing by certified, registered mail or Federal Express, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.
6.      Severability. The provisions of this Agreement are severable, and if any one or more sections, subsections, clauses or provisions is determined to be illegal, invalid or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provisions to the extent enforceable, shall continue in full force and effect and shall be binding and enforceable.
7.      Entire Agreement; Amendment. This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the patties to this Agreement. This Agreement shall control in the event of a conflict with any other agreement between the parties hereto with respect to the subject matter hereof, unless the restriction in such other agreement is more restrictive than in this Agreement, and this Agreement shall survive any termination of negotiations, discussions or consultations between the parties and shall continue indefinitely.
8.      Assignments. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the right to receive Confidential Information may not be assigned without the prior written consent of the Disclosing Party.
9.      Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. This Agreement may be executed by any party by delivery of a facsimile or PDF signature, which signature shall have the same force and effect as an original signature.
10.      Authority. The parties hereto certify that they have the authority to enter into this Agreement, and that there is no known legal obligation that would preclude party from entering into this Agreement. The signatories hereto certify that they are authorized to enter into this Agreement on behalf of all of the respective entities. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written by their duly authorized representatives.