Jovani Fashions Ltd. Standard Terms and Conditions

Last Updated: September 3, 2014

These Terms and Conditions will be updated from time to time. Visit www.Jovani.com or call 212-279-0222 for most up to date version.

These standard terms and conditions (“Terms and Conditions”) apply to all sales by Jovani Fashions, Ltd. (“Jovani”, “we”, or “us”) to the person or entity purchasing goods from Jovani (“buyer”, “purchaser”, “customer” or “you”). All orders, sales and invoices issued by Jovani shall also be governed by these Terms and Conditions.

By ordering from Jovani, purchasing goods from Jovani, and conducting business with Jovani, you acknowledge and agree to all the Terms and Conditions set forth herein:

Terms and Conditions:

1. Limitations of Remedy and Liability. Jovani’s liability in its dealings with the buyer, including under these Terms and Conditions, is strictly limited to the value of the sale or invoice, not to exceed $1,000.

2. Contingencies. Jovani shall not be liable to buyer for any loss or damage suffered by buyer directly or indirectly, as a result of Jovani’s failure to deliver or delay in delivering merchandise or failure to perform, or delay in performing under these Terms and Conditions, or under any other agreements between the buyer and Jovani, where such failure or delay is caused by fire, flood, natural disaster, labor trouble (including without limitation strike, slowdown and lockout), war, riot, civil disorder, embargo, government regulations or restrictions of any and all kinds, expropriation of plant by federal or state authority, interruption of or delay in transportation, power failure, inability to obtain materials and supplies, accident, explosion, act of God or other causes of like or different character beyond Jovani’s control (“Conditions”). The time for delivery specified shall be extended during the continuance of such Conditions, and for a reasonable time thereafter.

3. Payments. Payments are to be made in U.S. currency. Prices invoiced will be those in effect at the time of shipment. We reserve the right to place a service charge on past due accounts or invoices at the highest rate permitted by law.

4. Deposit. Customers placing an order, including at trade shows, must pay a 20% non-refundable deposit to secure their order. Deposits may be paid in cash or via a credit card. If placing an order for a couture gown, defined as a gown that retails for $1,000 and above, customers must pay a 65% non-refundable deposit. Orders placed for couture gowns may not be canceled as these gowns are made to order.

5. Orders. All orders are final and cannot be changed. Once an order is ready to be invoiced, you authorize Jovani to charge your credit card and ship your open orders to you.

6. Risk of Loss. The risk of loss or destruction of, or damages to, the product shall be on the buyer from: a) the point of delivery to the carrier at Jovani facilities; or b) delivery to the buyer or the buyer’s representative, whichever first occurs.

7. Trademarks. Jovani is the owner all trademarks and logos related to Jovani (“Jovani Trademarks”), and Jovani owns all rights therein, including those registered throughout the world, and those pending registration. Nothing in the dealings between the buyer and Jovani shall give the buyer any right, title or interest in or to the Jovani Trademarks. Buyer agrees that it will do nothing inconsistent with Jovani's ownership of the Jovani Trademarks and shall not claim adversely to Jovani, or assist any third party in attempting to claim adversely to Jovani, with regards to such ownership. Buyer shall not directly or indirectly disrupt Jovani’s rights to the Jovani Trademarks in any jurisdiction, or otherwise question the validity of Jovani’s ownership rights to the Jovani Trademarks. Buyer will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any Jovani Trademarks.

8. Copyrights.

a. Jovani considers its dresses, prints, textile, fabric, patterns, arrangements, designs, photographs, catalogs and any other copyrightable work (“Jovani Copyrights”) to be its proprietary material under all U.S. and International copyright laws. Full and unlimited copyrights and ownership to all Jovani Copyrights is held, and shall continue to be held by Jovani in accordance with any and all applicable laws, including U.S. Copyright Act 17 U.S.C. Customer does not, and shall at no time have, or obtain ownership of the Jovani Copyrights.

b. Customers must obtain written approval from Jovani before displaying or otherwise using any Jovani Copyrights. All customers must clearly and visibly credit Jovani for such use. Any violation or unauthorized use of Jovani Copyrights shall be prosecuted to the fullest extent permissible under all applicable laws.

c. Customers shall not copy or make derivative works of any of Jovani Copyrights without express authorization from Jovani.

9. Advertising. Customers may not use any Jovani Copyrights or Jovani Trademark for any advertisements without first obtaining the prior express written approval from Jovani after completing Jovani’s Photograph Use Agreement. Any advertisement that includes Jovani thereafter, including on the customer’s website, stores, print advertisement in any medium, shall visibly and clearly credit Jovani, utilizing the official Jovani logo. The customer may not remove or crop any Jovani logos or watermarks from any copyrighted Jovani images provided to the customer. The Customer is responsible for ensuring that these Terms and Conditions are complied with when producing an advertisement with any 3rd party. Jovani shall have the right to use customer’s advertising materials created by the buyer for its marketing activities.

10. Jovani Account. All customers that use an assumed name or “doing business as” name, including a different name for their websites, social media pages and as their retail locations must report their assumed name to Jovani so it may be linked to their accounts. Failure to report an assumed name may result in Jovani submitting a copyright infringement and/or trademark infringement report for the removal of Jovani intellectual property used by unauthorized individuals or entities.

11. Trans-Shipping. Customers shall not trans-ship Jovani dresses to unauthorized retailers or sell in jurisdictions where the customer is not authorized to sell.

12. Discounting. Authorized Jovani retailers must not discount Jovani dresses below the authorized MSRP of their jurisdiction.

13. Renting. Authorized Jovani retailers may not rent Jovani dresses.

14. Residential Sales. Authorized Jovani retailers may not sell Jovani dresses in residential locations.

15. Commercial Sales. Authorized Jovani retailers may only sell Jovani dresses in the commercial retail location that they have opened their Jovani account under or placed an order under. Should Jovani discover you selling in unauthorized locations, or unreported locations that have not been approved by Jovani, then we reserve the right to hold and/or cancel your order(s) and close your account.

16. Counterfeit Sales. No Jovani customer shall sell or offer to sell counterfeit Jovani dresses.

17. Taxes. Buyer shall pay the amount of any federal, state, county, or municipalities, use compensating, intangibles, customs, duties, gross income or like tax applicable to any transaction which is now in effect of may hereafter become in effect. This is also applicable to all international tax regulations.

18. Relationship. The relationship of Jovani and the buyer established by transactions under these Terms and Conditions shall be strictly a relationship of seller to purchaser. These Standard Terms and Conditions do not establish any employment, partnership, joint venture, distributorship, sales representation, or any relationship of any kind other than that of seller to purchaser.

19. Online Policies.

a. Unless buyer is deemed an authorized online retailer, they are not permitted to sell Jovani dresses online. While you may request the copyrighted Jovani images to advertise on your websites, buyer cannot have online shopping carts or display prices for Jovani dresses.

b. Buyer may not use the copyrighted Jovani images to sell or offer for sale Jovani dresses on auction websites, e-commerce platforms or social commerce websites such as, but not limited to, Amazon.com, shopping.yahoo.com and Ebay.com, unless given express written consent by Jovani.

20. Return Policy. Jovani does not issue refunds, however a damaged dress may be exchanged. All returns must be accompanied by a Return Authorization Number (hereinafter referred to as RA Number). An RA Number can be obtained by sending Jovani a RA Request Forms, which can be requested through your sales representative. The form must be completed in its entirety. You can also email the form to ReturnDept@Jovani.com, and/or fax it to 212-279-0133. Inspect each garment immediately upon receipt, when it arrives at your store. If there are any damaged pieces, you have seven (7) days from the receipt of the item to request an RA number and exchange the item. All exchanges are subject to management’s approval. All exchanges must be of equal value or more. Any item that is no longer active in our system, or is discontinued will not be eligible for return. Certain items, including items from Pageant, Bridal and Couture are not eligible for return under any circumstances. All goods must be returned in the same manner in which you received them. (i.e.: on hangers, in plastic wrap, folded, etc…) Be sure to remove any retail tags and/or alarms you place on them. All goods must be returned in a box labeled with: Your Account Number, Store Name & Address, and the RA # for the item(s) inside. Include this information inside the box as well. Once an RA Number has been issued, Jovani must receive the item within fifteen (15) days of the issue of the RA Number. Each damaged item must be returned with a note detailing the location and type of damage to the garment, so it can be repaired upon our receipt. All items sent for a Trunk Show must be returned within thirty (30) days of receipt of goods. Please be aware that Jovani does not send invoices out with Drop Shipments. Your customer must return the garment to you first & then you may return the garment to us. All returns must be shipped via UPS only. Jovani is not responsible for any lost shipments. Jovani will only accept returns if the item was bought directly from us to ensure that the proper credit is applied to your account. Exchanges and restocking will incur a $75 fee, for each item, to your account. Unauthorized returns will not be honored, and Jovani will not be responsible for any items returned without an RA Number. Jovani is not responsible for any items damaged as a result of improper care, including failure to follow all handling and cleaning instructions.

21. Choice of Law and Disputes.

a. Goods are sold to you by Jovani pursuant to a contract formed in the state of New York.

b. All disputes arising out of or relating to such sales, and under these Terms and Conditions are subject to the laws of the state and federal courts of New York, and any such claims must be brought against Jovani within the jurisdiction of New York.

c. In the case of a dispute arising out of or relating to a sale of goods from Jovani to you, the courts of the State of New York shall have jurisdiction over the subject matter and the parties of the dispute.

d. In the case of a dispute arising out of or relating to the sale of goods from Jovani to you, the prevailing party shall be entitled to its attorney’s fees and costs.

22. Reservation of Rights. All orders placed by you indicate your agreement with these Terms and Conditions and customers must abide by them. Jovani reserves the right to hold or cancel your order(s), and/or close your Jovani account if you are found violating any of the Jovani Terms and Conditions. By continuing to place orders with Jovani, it is assumed that you have read and agree to all the above Terms and Conditions. As always, we thank you for your business.