PAY BY LINK TERMS AND CONDITIONS

1.  VALIDITY OF PURCHASE ORDER. This Purchase Order (“PO”) is a binding contract of sale between PRONOVIAS USA Inc., with address at 45 East 58^th St New York, NY 10022 (“Pronovias”) and you (“Customer”) and comes into effect once you have made the corresponding payment.

2.  PRODUCTS AND SERVICES. Pronovias offers professional products and services related to wedding dresses, party dresses and accessories (hereinafter, collectively referred to as the “Product”). The Pronovias experience is as follows:

·        On the first appointment, Pronovias will advise the Customer and, if necessary, take the Customer's measurements. Depending on the availability of the Product, Pronovias will order the Product in the size corresponding to the Customer's measurements at that time (according to the Pronovias size guide). Shall the Product being available in shop and the Customer does not any request alterations or modifications, it will be delivered to the Customer immediately upon payment of the total price.

·        Upon entering the PO, if the Customer requests Pronovias to make alterations or fittings to the Product, these may only be made at the store in which the purchase was made, according to Pronovias then-current fees as exhibited in the store. Alterations or fittings due to exceptional situations following sale may involve price supplements.

·        The dates of fittings required to perform the alterations or fittings requested shall merely serve as guidance. Only the date agreed for delivery is binding. The maximum number of fittings shall be three (3). Any additional fittings to be carried out for any reason beyond the control of Pronovias may incur an additional cost. However, the commitment to deliver the Product on the agreed date is maintained.

·        Change in size: Any change in the Customer's measurements, either increase or decrease, which occurs between the execution of the PO and the delivery of the Product, which involve a change in size, either up or down, with respect to the initial size, must be paid by the Customer, in case it is possible to proceed with these alterations or/and modifications after the analysis carried out by the store staff in charge of the alterations.

3.  PAYMENTS. The Customer shall make the payment of the PO according to the following:

·        For PO’s which include wedding dresses with or without accessories, the minimum amount of 70% of the PO, including alterations or fittings if any, shall be paid upon signature of the PO. At the first fitting, the Customer must pay at least the second 20% of the amount of the PO, and the remainder shall be paid upon delivery.

·        For PO’s which include party dresses and / or accessories, the PO shall be paid in full upon signature, including the alterations or fittings, if any.

4.  RESERVATION OF TITLE. Pronovias shall retain title to the Product until delivery, upon full payment and receipt of the total due amounts.

5.  DELIVERY AND AVAILABILITY.  The Product shall be available to the Customer at the store in which it was purchased on the date of delivery stated in the PO and shall be kept at the store for a maximum period of three (3) months from that date. If this time has elapsed without the Customer having collected the Product, Pronovias will inform the Customer in writing at the address or email address provided by her. From the business day following the date of notification, Pronovias will not be obliged to deliver the product to the Customer or to return any amounts paid by the Customer, reserving the right to claim from the Customer the payment of the entire price.

6. NO CANCELLATIONS, CHANGES OR RETURNS. Pronovias does not grant the Customer the right to withdraw from the PO. Cancellation of the order, changes, returns of the Products or refunds of the amounts paid are not permitted, unless otherwise mandated by applicable law.

7. DISCLAIMER; LIMITATION OF LIABILITY. To the maximum extent permitted by law, our Product is provided "as is" and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to the Product, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose and noninfringement. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. To the maximum extent permitted by law, we limit our liability under these terms (and for all matters arising from your purchase or use of our Product), whether such liability arises in contract, tort (including without limitation negligence) or otherwise, as follows: (a) our maximum liability for all claims shall not in the aggregate exceed the total amount paid by you for the Product that gives rise to the claim, and (b) we shall not be liable for: (i) direct or indirect loss of business, use, profit, anticipated profit, contracts, revenues, loss of goodwill or anticipated savings, or (ii) consequential, special or indirect loss or damage, even if we have been advised of the possibility of such loss or damage.

8. ARBITRATION. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Claims shall be heard by a single arbitrator. The place of arbitration shall be New York, New York. The arbitration shall be governed by the laws of the State of New York. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents.  There shall be no other discovery allowed. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Each party shall bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion.

THE CUSTOMER ACKNOWLEDGES RECEIPT OF A COPY OF THIS PURCHASE ORDER CONTAINING THE CONDITIONS OF SALE.