Victoria's Secret Direct - August 2007

Victoria's Secret Direct - August 2007

Victoria’s Secret Direct – August 2007 TO: BRANDED Vendor Partner FROM: Victoria's Secret Direct DATE: 1/13/2005 SUBJECT: Victoria's Secret Direct Purchase Order Terms Overview _ _ The following is a listing of some pertinent payment terms for purchase orders issued by Victoria's Secret Direct. These terms and all other terms are noted in The Purchase Terms Agreement or are documented in VSD's BRANDED Vendor Compliance Manual. If you feel you cannot meet any of these terms, please list them in writing on the BRANDED Supplier Maintenance Worksheet, section C., Terms of Sale. Any exceptions to the policy must be agreed to by VSD.

Terms of Sale / Routing (DDP - Delivery Duty Paid) DDP, Columbus Ohio for merchandise imported by seller or designated agent of the seller of the merchandise. * Title transfers at VSD warehouse, Columbus Ohio. * Supplier is responsible for delivery, Customs cleared, on a specific in DC (NDC) date, at VSD warehouse. * See the Vendor Compliance Manual for consolidation points in the U.S. Merchandise must be Customs cleared in order to use consolidation program. * Seller must clear Customs under their own Imported of Record Number, also called an "IR Number". All freight/transportation charges are the responsibility of the vendor.

The VSD BRANDED Vendor Compliance Manual instructs all suppliers to send shipments FREIGHT COLLECT using a specified carrier or to call for routing instructions. VSD has negotiated discounted rates with major consolidators and carriers and will be billed directly for these services. These charges will then be deducted from vendor payments. Late Delivery Penalty If you cannot meet your confirmed PO NDC date, contact the VSDP Procurement associate at the earliest possible date. If a financial extension cannot be granted, the following terms will apply. VSD may return all or any portion of a shipment for a purchase order that is received after the order's "Late If Not In Warehouse" in DC (NDC) date .

Shipments received at VSD's distribution facility after 2:30 PM (EST/EDST) will be considered LATE and received on the next business day. If any of the late shipment is accepted into inventory by VSD, this amount may be subject to a 1% per day (including weekends) late delivery charge, up to a maximum charge of 20%.

Quality Monitoring Requirement and Charge backs Vendor shipments will be subject to quality inspections. In cases where the merchandise needs to be sorted for quality, sizing, labeling (which includes the VSD style, size, color, care instructions, and fabric content with percentages, the vendor will be charged back for the cost to get the merchandise into proper saleable condition. In addition, a $100 processing fee will be added to the charge back. Packaging Requirements All packaging requirements must be met per the VSD BRANDED Vendor Compliance Manual. This includes; * Garment must be packaged per the PO and barcode labeled with the VSD style information.

* Garments must be placed into a VSD module carton (mod) per VSD specifications. In cases where the merchandise need to be relabeled, repackaged etc., the vendor will be charged for the cost to get the merchandise into proper saleable condition. In addition, a $100 process fee will be added to the charge back.

* Inability to meet the packaging requirements must be discussed and agreed to by the VSDP associate. Calculation of Invoice Due Date VSD payment terms are "Net 45 Days". All dating begins on the later of VSD's receipt of goods or receipt of invoice. Anticipation (discount for early payment) VSD may take reasonable discounts for early payment of vendor invoices. The actual due date of the invoice will be calculated based on "Net 45 Days" terms. This due date will be compared to the actual check date to determine how many days early a specific invoice is being paid. The number of days is then multiplied by 0.032% (based on an annual rate of anticipation of 11.5%) which is then applied to the adjusted gross amount of the invoice.

The adjusted gross amount of an invoice is the vendor invoice amount less any deductions for returns, shortages, or price discrepancies. If you do not want to participate in the Anticipation program, please list this in writing on the BRANDED Supplier Maintenance Worksheet, section C., Terms of Sale.

Victoria’s Secret Direct – August 2007 Branded Purchase Terms Agreement Vendors must sign the Purchase Terms Agreement before VSD can place a purchase order. This agreement establishes the legal relationship betw een VSD and the Vendor. By signing the Agreement, the Vendor accepts all terms, conditions and obligations and agrees to comply fully w ith their terms including; * general sourcing terms and conditions * verification of Country of Origin and other related matters * selected law s * buyer notice addresses Should you have any questions or concerns about meeting the above terms, please contact the individuals listed below .

Any deviations from the standard needs to be approved by Mary Ellen Prentis, Executive Vice President VSDP and Chris Yochum, Controller.

Jane Crombie, Supervisor - DC Vendor Compliance and Quality Monitoring Telephone: (614) 577-5403 Fax: (614) 577-5214 E-Mail: jcrombie@vscat.com Mechelle Chandler - DC Vendor Compliance Telephone: (614) 577-5460 Fax: (614) 577-5420 E-Mail: mchandler@vscat.com Wendy Holaday, Supervisor, Merchandise Payable Telephone: (614) 337-5014 Fax: (614) 577-3478 E-Mail: w holaday@vscat.com

Victoria’s Secret Direct – August 2007 PURCHASE TERMS (Non-Apparel Products other than Candles and Ingestibles) (Revision Date January 1, 2006) 1. Overview. These Purchase Terms apply to all Orders for Products from Buyer to Seller unless Seller has entered into a Master Sourcing Agreement with Buyer.

2. Definitions. "Buyer" means the Limited Brands, Inc. affiliate purchasing the Products. "Laws and Regulations" means all laws, regulations and/or industry standards of the United States and of any other jurisdiction. "Master Sourcing Agreement" means a version of Buyer's sourcing agreement for the purchase of Products from Seller for resale by Buyer. "Order" means an electronic or written order for Products setting forth the description and quantities of Products ordered, and other logistical terms for the purchase of such Products such as price, delivery terms, payment terms and late fees.

"Products" means all goods (including the packaging, components, material, containers, labels and intellectual property in connection therewith, and services related thereto) ordered by Buyer from Seller. "Seller" means the seller of Products to Buyer. "Specifications" means all specifications, instructions, manuals, guidelines and policies of Buyer, as the same may be amended from time to time, including without limitation those relating to the Products, labor standards and flammability and those accessible in Buyer's website at www.limitedbrands.com. Other terms have the meanings given to them elsewhere in these Purchase Terms.

Terms used but not defined herein shall have the meanings given to them in the Uniform Commercial Code as in effect from time to time in the State of Ohio. 3. Orders. Each contract for the purchase and sale of Products shall be initiated by Buyer's issuance to Seller of an Order. ALL ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND OF EACH ORDER AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY SELLER AND BUYER. If for any reason Seller cannot accept an Order, Seller shall provide written notice to Buyer within 5 business days of its receipt of the Order specifying the reason(s) why Seller cannot accept the Order.

Any Order not objected to by Seller in writing within 5 business days of receipt by Seller shall be deemed accepted by Seller. 4. Specifications. Upon their communication to Seller, whether by physical delivery to Seller or publication on Buyer's website at www.limitedbrandsmfg.com, the Specifications shall be incorporated herein by reference.

5. Supporting Information. Upon request, Seller agrees to work with Buyer to identify, quantify and address issues which may arise with respect to the Products, and to share with Buyer its test information and analyses relating to the Products. Seller agrees to maintain, and to require its suppliers to maintain, for a period of at least two years (or longer period if required pursuant to applicable Laws and Regulations) following delivery of the Products to Buyer, all information and physical specimens relating to the Products, or their manufacture and sale, to establish Seller's compliance with these Purchase Terms, the contents and properties of the Products, and to satisfy all safety, content and other regulatory requirements that may relate to the Products, or their manufacture or sale.

6. Confidential Information. For the purpose of these Purchase Terms, "Confidential Information" shall mean (a) with respect to Buyer, all information related to Buyer or any Order whether or not identified as confidential, which is disclosed to Seller by Buyer or to which Seller has access or derives from such information, and (b) with respect to Seller, all information related to Seller which at the time of disclosure is clearly identified in writing as confidential by Seller. Confidential Information shall not include information or knowledge that Seller or Buyer can show by competent written evidence (a) is known to the recipient or readily available to the recipient from another source before receipt thereof from the disclosing party, (b) is disclosed to the recipient in good faith by a third party who had the right to make such disclosure, (c) is now or hereafter becomes part of the public domain essentially in its entirety through no fault on the part of the recipient, (d) is required to be disclosed by applicable Laws and Regulations or (e) is independently developed by either party, acting alone or with other third parties, without use of the Confidential Information of the other party hereto.

Buyer and Seller agree to protect from disclosure and hold all Confidential Information of the other strictly in confidence and not to disclose any such Confidential Information to any third party except those with a need to know who agree to be bound by the obligations against disclosure and use set forth in this paragraph in order to assist in the manufacture of the Products or other performance of these Purchase Terms or any Order, nor to make any use of the Confidential Information except for the purposes of these Purchase Terms or any Order. The Confidential Information shall remain the exclusive property of the disclosing party, and the other party shall acquire no interest in or rights thereto under these Purchase Terms or otherwise.

At the disclosing party's request, the other party shall promptly return to the disclosing party or destroy all tangible and intangible forms of Confidential Information of the disclosing party, including copies. 7. Intellectual Property. In the event any of Buyer's intellectual property is embodied in, attached to or associated with any Products such intellectual property shall remain the property of Buyer and Seller shall acquire no rights therein and shall make no use thereof or claim thereto except a non-exclusive license to use the same as may be required to produce and deliver the Products to Buyer pursuant to the Order for same.

In no event shall Seller be authorized to sell or otherwise distribute Products bearing Buyer's intellectual property to any third party absent Buyer's specific written consent. 8. Representations, Warranties and Covenants. Seller represents, warrants and covenants to Buyer that all Products will be (a) new and unused, free from defects in materials and workmanship, and in conformance with the agreed upon sample of same, if any; safe, with an established history in the marketplace and not subject to any past or present recall, withdrawal or governmental investigation or inquiry; able to pass without objection in the trade, of first quality and otherwise in compliance with normal retailing standards; and in conformance with all certifications or other statements made by Seller or its agents or contained in Seller's advertising or promotional material; (b) free of any security interest, lien or other encumbrance of any kind; (c) tested, produced, labeled, packaged, shipped, handled and invoiced in compliance with these Purchase Terms, the Order therefor, the Specifications and all applicable Laws and Regulations; and (d) free of infringement or violation of any United States or foreign intellectual property, contract or other right held by any third party.

Seller has obtained, or prior to the time it commences supply of the Products will have obtained, any licenses, permits or other governmental approvals required in connection with the supply and sale of the Products. Upon request of Buyer, Seller agrees to provide such certifications or other information or evidence as Buyer may deem necessary or appropriate to verify Seller's compliance with Seller's representations, warranties and covenants set forth in these Purchase Terms. Further, upon request of Buyer, and at mutually agreed upon times, Seller will allow Buyer and its agents to inspect the production of the Products.

9. Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, directors, officers, employees, agents, representatives and successors (all of the foregoing are hereinafter collectively referred to as the "Indemnitees"), of and from all claims, demands, actions, causes of action, losses, liabilities, damages, costs and expenses including reasonable attorneys' fees and costs suffered or incurred by any of the Indemnitees, based upon or arising out of (a) any breach or violation by Seller of any of its representations, warranties, covenants or agreements set forth herein; or (b) the negligence or misconduct of Seller.

Such indemnification obligation shall continue for as long as the statute of limitations applicable to any such claims, demands, actions or causes of action remains in effect. Seller shall be given the opportunity to assume the defense thereof. If Seller fails to assume such defense, Buyer may defend the action in the manner it deems appropriate, and Seller shall pay to Buyer all costs, including reasonable attorneys' fees, incurred by Buyer in effecting such defense and any subsequent legal appeal, in addition to any sum which Buyer may pay by reason of any settlement or judgment against Buyer.

The right to indemnity hereunder shall exist notwithstanding (a) that joint or several liability may be imposed upon the Indemnitees by statute, ordinance, regulation or judicial decision, and/or (b) the assertion of negligence or willful misconduct by the Indemnitees in any such claim, action, demand or suit. Notwithstanding the foregoing, in those situations where Buyer provides the intellectual property to Seller, or directs Seller to procure Products with its intellectual property from a specified source other than Seller, Seller shall not be required to defend, indemnify or hold harmless the Indemnitees against any claim, demand, action, cause of action, loss, liability, damage, cost or expense to the extent it arises out of or involves infringement by such intellectual property.

10. Limitation of Liability. Notwithstanding anything to the contrary herein, neither Seller nor Buyer will be liable for the lost profits of the other. 11. Insurance. For as long as Seller's obligation to indemnify remains in effect, Seller will maintain comprehensive liability insurance, including product liability coverage, in minimum amounts of One Million dollars ($1,000,000) U.S. currency per occurrence and Two Million Dollars ($2,000,000) U.S. currency in the aggregate, One Million Dollars ($1,000,000) U.S. currency per occurrence for damage and/or injury to property and Worker's Compensation Insurance as required by law.

Such coverage shall be on a date of occurrence form. The insurance coverage required herein shall be provided by an insurance company or companies with a rating of at least A and financial size "X" or greater in Bests' Insurance Guide. Seller shall, promptly after receipt of the approval letter and annually thereafter, provide Buyer with certificates of insurance evidencing such coverage and naming Limited Brands, Inc, its subsidiaries and affiliates as additional insureds. Each certificate shall indicate that the coverage represented thereby shall not be canceled nor modified until at least thirty (30) days prior written notice has been given to Limited Brands, Inc.

Limited Brands, Inc. may, in its sole discretion, accept a Seller's self insurance provided that Limited Brands, Inc. is granted advance notice of this circumstance as well as an opportunity to evaluate the financial condition of Seller. All certificates of insurance shall be mailed by Seller to Limited Brands, Inc., Attn: Vice President, Insurance and Risk Management, Three Limited Parkway, Columbus OH 43230.

12. Nonconforming Products. Buyer will rely on Seller's representations and warranties with respect to the Products and will not be obligated to unpack and inspect them before resale. Buyer's payment for, retention, use or acceptance of the Products will be deemed neither a waiver of Buyer's right to inspect them at any reasonable time or place and in any reasonable manner nor a waiver of any breach of a representation or warranty by Seller. In addition to any other remedies available to Buyer, any or all Products which are the subject of an Order may be rejected (or acceptance thereof revoked) by Buyer and returned or held at Seller's expense and risk for resale when any Products of such Order are not produced, sold, shipped and/or delivered in compliance with these Purchase Terms or the Order ("Nonconforming Products").

Buyer may require Seller to promptly replace any Nonconforming Products rejected (or as to which acceptance is revoked) or grant Buyer a full refund or credit for such Products. Buyer may accept Nonconforming Products, and Seller shall be liable for any reduced value of such Products based on such nonconformity, provided that such acceptance shall not relieve Seller of any of its other warranty or other obligations hereunder.

13. Miscellaneous. These Purchase Terms along with any Order constitute the entire agreement and understanding between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements and understandings whether written, oral or implied between Buyer and Seller. These Purchase Terms may not be amended, superseded or altered except in writing duly executed and delivered on behalf of Buyer and Seller; provided, however, that this sentence shall not preclude Buyer from including additional terms on Buyer's Orders provided such terms are not inconsistent with these Purchase Terms.

No failure or delay on the part of either Buyer or Seller to exercise any right, privilege or power under these Purchase Terms shall operate as a waiver or relinquishment thereof; nor shall any single or partial exercise by either party preclude any other or further exercise thereof, or the exercise of any other right, privilege or power. The termination or completion of any Order shall not in any way affect any obligations under these Purchase Terms which are by their nature continuing. These Purchase Terms and any Order shall be governed by and construed in accordance with the local laws of the State of Ohio, without regard to principles of conflicts of laws.

The United Nations Convention on Contracts for the International Sale of Goods shall have no application to these Purchase Terms, any Order or any actions hereunder or contemplated hereby.

Victoria’s Secret Direct – August 2007 PURCHASE TERMS (Apparel) (Revision Date January 1, 2006) 1. Overview. These Purchase Terms apply to all Orders for Products from Buyer to Seller unless Seller has entered into a Master Sourcing Agreement with Buyer. 2. Definitions. "Buyer" means the Limited Brands, Inc. affiliate purchasing the Products. "Laws and Regulations" means all laws, regulations and/or industry standards of the United States and of any other jurisdiction. "Master Sourcing Agreement" means a version of Buyer's sourcing agreement for the purchase of Products from Seller for resale by Buyer.

"Order" means an electronic or written order for Products setting forth the description and quantities of Products ordered, and other logistical terms for the purchase of such Products such as price, delivery terms, payment terms and late fees. "Products" means all goods (including the packaging, components, material, containers, labels and intellectual property in connection therewith, and services related thereto) ordered by Buyer from Seller. "Seller" means the seller of Products to Buyer. "Specifications" means all specifications, instructions, manuals, guidelines and policies of Buyer, as the same may be amended from time to time, including without limitation those relating to the Products, labor standards and flammability.

Other terms have the meanings given to them elsewhere in these Purchase Terms. Terms used but not defined herein shall have the meanings given to them in the Uniform Commercial Code as in effect from time to time in the State of Ohio.

3. Orders. Each contract for the purchase and sale of Products shall be initiated by Buyer's issuance to Seller of an Order. ALL ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND OF EACH ORDER AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY SELLER AND BUYER. If for any reason Seller cannot accept an Order, Seller shall provide written notice to Buyer within 5 business days of its receipt of the Order specifying the reason(s) why Seller cannot accept the Order. Any Order not objected to by Seller in writing within 5 business days of receipt by Seller shall be deemed accepted by Seller.

4. Specifications. Upon their communication to Seller, whether by physical delivery to Seller or publication, the Specifications shall be incorporated herein by reference. 5. Supporting Information. Upon request, Seller agrees to work with Buyer to identify, quantify and address issues which may arise with respect to the Products, and to share with Buyer its test information and analyses relating to the Products. Seller agrees to maintain, and to require its suppliers to maintain, for a period of at least two years (or longer period if required pursuant to applicable Laws and Regulations) following delivery of the Products to Buyer, all information and physical specimens relating to the Products, or their manufacture and sale, to establish Seller's compliance with these Purchase Terms, the contents and properties of the Products, and to satisfy all safety, content and other regulatory requirements that may relate to the Products, or their manufacture or sale.

6. Confidential Information. For the purpose of these Purchase Terms, "Confidential Information" shall mean (a) with respect to Buyer, all information related to Buyer or any Order whether or not identified as confidential, which is disclosed to Seller by Buyer or to which Seller has access or derives from such information, and (b) with respect to Seller, all information related to Seller which at the time of disclosure is clearly identified in writing as confidential by Seller. Confidential Information shall not include information or knowledge that Seller or Buyer can show by competent written evidence (a) is known to the recipient or readily available to the recipient from another source before receipt thereof from the disclosing party, (b) is disclosed to the recipient in good faith by a third party who had the right to make such disclosure, (c) is now or hereafter becomes part of the public domain essentially in its entirety through no fault on the part of the recipient, (d) is required to be disclosed by applicable Laws and Regulations or (e) is independently developed by either party, acting alone or with other third parties, without use of the Confidential Information of the other party hereto.

Buyer and Seller agree to protect from disclosure and hold all Confidential Information of the other strictly in confidence and not to disclose any such Confidential Information to any third party except those with a need to know who agree to be bound by the obligations against disclosure and use set forth in this paragraph in order to assist in the manufacture of the Products or other performance of these Purchase Terms or any Order, nor to make any use of the Confidential Information except for the purposes of these Purchase Terms or any Order. The Confidential Information shall remain the exclusive property of the disclosing party, and the other party shall acquire no interest in or rights thereto under these Purchase Terms or otherwise.

At the disclosing party's request, the other party shall promptly return to the disclosing party or destroy all tangible and intangible forms of Confidential Information of the disclosing party, including copies.

7. Intellectual Property. In the event any of Buyer's intellectual property is embodied in, attached to or associated with any Products such intellectual property shall remain the property of Buyer and Seller shall acquire no rights therein and shall make no use thereof or claim thereto except a non-exclusive license to use the same as may be required to produce and deliver the Products to Buyer pursuant to the Order for same. In no event shall Seller be authorized to sell or otherwise distribute Products bearing Buyer's intellectual property to any third party absent Buyer's specific written consent.

8. Representations, Warranties and Covenants. Seller represents, warrants and covenants to Buyer that all Products will be (a) new and unused, free from defects in materials and workmanship, and in conformance with the agreed upon sample of same, if any; safe, with an established history in the marketplace and not subject to any past or present recall, withdrawal or governmental investigation or inquiry; able to pass without objection in the trade, of first quality and otherwise in compliance with normal retailing standards; and in conformance with all certifications or other statements made by Seller or its agents or contained in Seller's advertising or promotional material; (b) free of any security interest, lien or other encumbrance of any kind; (c) tested, produced, labeled, packaged, shipped, handled and invoiced in compliance with these Purchase Terms, the Order therefor, the Specifications and all applicable Laws and Regulations; and (d) free of infringement or violation of any United States or foreign intellectual property, contract or other right held by any third party.

Seller has obtained, or prior to the time it commences supply of the Products will have obtained, any licenses, permits or other governmental approvals required in connection with the supply and sale of the Products. Upon request of Buyer, Seller agrees to provide such certifications or other information or evidence as Buyer may deem necessary or appropriate to verify Seller's compliance with Seller's representations, warranties and covenants set forth in these Purchase Terms. Further, upon request of Buyer, and at mutually agreed upon times, Seller will allow Buyer and its agents to inspect the production of the Products.

9. Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, directors, officers, employees, agents, representatives and successors (all of the foregoing are hereinafter collectively referred to as the “Indemnitees”), of and from all claims, demands, actions, causes of action, losses, liabilities, damages, costs and expenses including reasonable attorneys' fees and costs suffered or incurred by any of the Indemnitees, based upon or arising out of (a) any breach or violation by Seller of any of its representations, warranties, covenants or agreements set forth herein; or (b) the negligence or misconduct of Seller.

Such indemnification obligation shall continue for as long as the statute of limitations applicable to any such claims, demands, actions or causes of action remains in effect. Seller shall be given the opportunity to assume the defense thereof. If Seller fails to assume such defense, Buyer may defend the action in the manner it deems appropriate, and Seller shall pay to Buyer all costs, including reasonable attorneys' fees, incurred by Buyer in effecting such defense and any subsequent legal appeal, in addition to any sum which Buyer may pay by reason of any settlement or judgment against Buyer.

The right to indemnity hereunder shall exist notwithstanding (a) that joint or several liability may be imposed upon the Indemnitees by statute, ordinance, regulation or judicial decision, and/or (b) the assertion of negligence or willful misconduct by the Indemnitees in any such claim, action, demand or suit. Notwithstanding the foregoing, in those situations where Buyer provides the intellectual property to Seller, or directs Seller to procure Products with its intellectual property from a specified source other than Seller, Seller shall not be required to defend, indemnify or hold harmless the Indemnitees against any claim, demand, action, cause of action, loss, liability, damage, cost or expense to the extent it arises out of or involves infringement by such intellectual property.

10. Limitation of Liability. Notwithstanding anything to the contrary herein, neither Seller nor Buyer will be liable for the lost profits of the other. 11. Insurance. For as long as Seller’s obligation to indemnify remains in effect, Seller will maintain comprehensive liability insurance, including product liability coverage, in minimum amounts of One Million Dollars ($1,000,000) U.S. currency per occurrence and Five Million Dollars ($5,000,000) U.S. currency in the aggregate, One Million Dollars ($1,000,000) U.S. currency per occurrence for damage and/or injury to property and Worker's Compensation Insurance as required by law.

Such coverage shall be on a date of occurrence form. The insurance coverage required herein shall be provided by an insurance company or companies with a rating of at least A and financial size ”X” or greater in Bests’ Insurance Guide. Seller shall, promptly after receipt of the approval letter and annually thereafter, provide Buyer with certificates of insurance evidencing such coverage and naming Limited Brands, Inc, its subsidiaries and affiliates as additional insureds. Each certificate shall indicate that the coverage represented thereby shall not be canceled nor modified until at least thirty (30) days prior written notice has been given to Limited Brands, Inc.

Limited Brands, Inc. may, in its sole discretion, accept a Seller's self insurance provided that Limited Brands, Inc. is granted advance notice of this circumstance as well as an opportunity to evaluate the financial condition of Seller. All certificates of insurance shall be mailed by Seller to Limited Brands, Inc., Attn: Vice President, Insurance and Risk Management, Three Limited Parkway, Columbus OH 43230.

12. Nonconforming Products. Buyer will rely on Seller's representations and warranties with respect to the Products and will not be obligated to unpack and inspect them before resale. Buyer's payment for, retention, use or acceptance of the Products will be deemed neither a waiver of Buyer's right to inspect them at any reasonable time or place and in any reasonable manner nor a waiver of any breach of a representation or warranty by Seller. In addition to any other remedies available to Buyer, any or all Products which are the subject of an Order may be rejected (or acceptance thereof revoked) by Buyer and returned or held at Seller's expense and risk for resale when any Products of such Order are not produced, sold, shipped and/or delivered in compliance with these Purchase Terms or the Order ("Nonconforming Products").

Buyer may require Seller to promptly replace any Nonconforming Products rejected (or as to which acceptance is revoked) or grant Buyer a full refund or credit for such Products. Buyer may accept Nonconforming Products, and Seller shall be liable for any reduced value of such Products based on such nonconformity, provided that such acceptance shall not relieve Seller of any of its other warranty or other obligations hereunder.

13. Miscellaneous. These Purchase Terms along with any Order constitute the entire agreement and understanding between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements and understandings whether written, oral or implied between Buyer and Seller. These Purchase Terms may not be amended, superseded or altered except in writing duly executed and delivered on behalf of Buyer and Seller; provided, however, that this sentence shall not preclude Buyer from including additional terms on Buyer's Orders provided such terms are not inconsistent with these Purchase Terms.

No failure or delay on the part of either Buyer or Seller to exercise any right, privilege or power under these Purchase Terms shall operate as a waiver or relinquishment thereof; nor shall any single or partial exercise by either party preclude any other or further exercise thereof, or the exercise of any other right, privilege or power. The termination or completion of any Order shall not in any way affect any obligations under these Purchase Terms which are by their nature continuing. These Purchase Terms and any Order shall be governed by and construed in accordance with the local laws of the State of Ohio, without regard to principles of conflicts of laws.

The United Nations Convention on Contracts for the International Sale of Goods shall have no application to these Purchase Terms, any Order or any actions hereunder or contemplated hereby

Victoria’s Secret Direct – August 2007 (Candles and Ingestibles) (Revision Date January 1, 2006) 1. Overview. These Purchase Terms apply to all Orders for Products from Buyer to Seller unless Seller has entered into a Master Sourcing Agreement with Buyer. 2. Definitions. “Buyer” means the Limited Brands, Inc. affiliate purchasing the Products. "Laws and Regulations" means all laws, regulations and/or industry standards of the United States and of any other jurisdiction. “Master Sourcing Agreement” means a version of Buyer’s sourcing agreement for the purchase of Products from Seller for resale by Buyer.

"Order" means an electronic or written order for Products setting forth the description and quantities of Products ordered, and other logistical terms for the purchase of such Products such as price, delivery terms, payment terms and late fees. “Products" means all goods (including the packaging, components, material, containers, labels and intellectual property in connection therewith, and services related thereto) ordered by Buyer from Seller. “Seller” means the seller of Products to Buyer. "Specifications" means all specifications, instructions, manuals, guidelines and policies of Buyer, as the same may be amended from time to time, including without limitation those relating to the Products, labor standards and flammability and those accessible in Buyer’s website at www.limitedbrands.com.

Other terms have the meanings given to them elsewhere in these Purchase Terms. Terms used but not defined herein shall have the meanings given to them in the Uniform Commercial Code as in effect from time to time in the State of Ohio.

3. Orders. Each contract for the purchase and sale of Products shall be initiated by Buyer's issuance to Seller of an Order. ALL ORDERS ARE EXPRESSLY LIMITED TO THE TERMS HEREOF AND OF EACH ORDER AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY SELLER AND BUYER. If for any reason Seller cannot accept an Order, Seller shall provide written notice to Buyer within 5 business days of its receipt of the Order specifying the reason(s) why Seller cannot accept the Order. Any Order not objected to by Seller in writing within 5 business days of receipt by Seller shall be deemed accepted by Seller.

4. Specifications. Upon their communication to Seller, whether by physical delivery to Seller or publication on Buyer's website at www.limitedbrandsmfg.com, the Specifications shall be incorporated herein by reference. 5. Supporting Information. Upon request, Seller agrees to work with Buyer to identify, quantify and address issues which may arise with respect to the Products, and to share with Buyer its test information and analyses relating to the Products. Seller agrees to maintain, and to require its suppliers to maintain, for a period of at least two years (or longer period if required pursuant to applicable Laws and Regulations) following delivery of the Products to Buyer, all information and physical specimens relating to the Products, or their manufacture and sale, to establish Seller's compliance with these Purchase Terms, the contents and properties of the Products, and to satisfy all safety, content and other regulatory requirements that may relate to the Products, or their manufacture or sale.

6. Confidential Information. For the purpose of these Purchase Terms, "Confidential Information" shall mean (a) with respect to Buyer, all information related to Buyer or any Order whether or not identified as confidential, which is disclosed to Seller by Buyer or to which Seller has access or derives from such information, and (b) with respect to Seller, all information related to Seller which at the time of disclosure is clearly identified in writing as confidential by Seller. Confidential Information shall not include information or knowledge that Seller or Buyer can show by competent written evidence (a) is known to the recipient or readily available to the recipient from another source before receipt thereof from the disclosing party, (b) is disclosed to the recipient in good faith by a third party who had the right to make such disclosure, (c) is now or hereafter becomes part of the public domain essentially in its entirety through no fault on the part of the recipient, (d) is required to be disclosed by applicable Laws and Regulations or (e) is independently developed by either party, acting alone or with other third parties, without use of the Confidential Information of the other party hereto.

Buyer and Seller agree to protect from disclosure and hold all Confidential Information of the other strictly in confidence and not to disclose any such Confidential Information to any third party except those with a need to know who agree to be bound by the obligations against disclosure and use set forth in this paragraph in order to assist in the manufacture of the Products or other performance of these Purchase Terms or any Order, nor to make any use of the Confidential Information except for the purposes of these Purchase Terms or any Order. The Confidential Information shall remain the exclusive property of the disclosing party, and the other party shall acquire no interest in or rights thereto under these Purchase Terms or otherwise.

At the disclosing party's request, the other party shall promptly return to the disclosing party or destroy all tangible and intangible forms of Confidential Information of the disclosing party, including copies.

7. Intellectual Property. In the event any of Buyer’s intellectual property is embodied in, attached to or associated with any Products such intellectual property shall remain the property of Buyer and Seller shall acquire no rights therein and shall make no use thereof or claim thereto except a non-exclusive license to use the same as may be required to produce and deliver the Products to Buyer pursuant to the Order for same. In no event shall Seller be authorized to sell or otherwise distribute Products bearing Buyer’s intellectual property to any third party absent Buyer’s specific written consent.

8. Representations, Warranties and Covenants. Seller represents, warrants and covenants to Buyer that all Products will be (a) new and unused, free from defects in materials and workmanship, and in conformance with the agreed upon sample of same, if any; safe, with an established history in the marketplace and not subject to any past or present recall, withdrawal or governmental investigation or inquiry; able to pass without objection in the trade, of first quality and otherwise in compliance with normal retailing standards; and in conformance with all certifications or other statements made by Seller or its agents or contained in Seller's advertising or promotional material; (b) free of any security interest, lien or other encumbrance of any kind; (c) tested, produced, labeled, packaged, shipped, handled and invoiced in compliance with these Purchase Terms, the Order therefor, the Specifications and all applicable Laws and Regulations; and (d) free of infringement or violation of any United States or foreign intellectual property, contract or other right held by any third party.

Seller has obtained, or prior to the time it commences supply of the Products will have obtained, any licenses, permits or other governmental approvals required in connection with the supply and sale of the Products. Upon request of Buyer, Seller agrees to provide such certifications or other information or evidence as Buyer may deem necessary or appropriate to verify Seller’s compliance with Seller’s representations, warranties and covenants set forth in these Purchase Terms. Further, upon request of Buyer, and at mutually agreed upon times, Seller will allow Buyer and its agents to inspect the production of the Products.

9. Indemnification. Seller shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, directors, officers, employees, agents, representatives and successors (all of the foregoing are hereinafter collectively referred to as the “Indemnitees”), of and from all claims, demands, actions, causes of action, losses, liabilities, damages, costs and expenses including reasonable attorneys' fees and costs suffered or incurred by any of the Indemnitees, based upon or arising out of (a) any breach or violation by Seller of any of its representations, warranties, covenants or agreements set forth herein; or (b) the negligence or misconduct of Seller.

Such indemnification obligation shall continue for as long as the statute of limitations applicable to any such claims, demands, actions, or causes of action remains in effect. Seller shall be given the opportunity to assume the defense thereof. If Seller fails to assume such defense, Buyer may defend the action in the manner it deems appropriate, and Seller shall pay to Buyer all costs, including reasonable attorneys' fees, incurred by Buyer in effecting such defense and any subsequent legal appeal, in addition to any sum which Buyer may pay by reason of any settlement or judgment against Buyer.

The right to indemnity hereunder shall exist notwithstanding (a) that joint or several liability may be imposed upon the Indemnitees by statute, ordinance, regulation or judicial decision, and/or (b) the assertion of negligence or willful misconduct by the Indemnitees in any such claim, action, demand or suit. Notwithstanding the foregoing, in those situations where Buyer provides the intellectual property to Seller, or directs Seller to procure Products with its intellectual property from a specified source other than Seller, Seller shall not be required to defend, indemnify or hold harmless the Indemnitees against any claim, demand, action, cause of action, loss, liability, damage, cost or expense to the extent it arises out of or involves infringement by such intellectual property.

10. Limitation of Liability. Notwithstanding anything to the contrary herein, neither Seller nor Buyer will be liable for the lost profits of the other. 11. Insurance. For as long as Seller’s obligation to indemnify remains in effect, Seller will maintain comprehensive liability insurance, including product liability coverage, in minimum amounts of One Million dollars ($1,000,000) U.S. currency per occurrence and Five Million Dollars ($5,000,000) U.S. currency in the aggregate, One Million Dollars ($1,000,000) U.S. currency per occurrence for damage and/or injury to property and Worker's Compensation Insurance as required by law.

Such coverage shall be on a date of occurrence form. The insurance coverage required herein shall be provided by an insurance company or companies with a rating of at least A and financial size ”X” or greater in Bests’ Insurance Guide. Seller shall, promptly after receipt of the approval letter and annually thereafter, provide Buyer with certificates of insurance evidencing such coverage and naming Limited Brands, Inc, its subsidiaries and affiliates as additional insureds. Each certificate shall indicate that the coverage represented thereby shall not be canceled nor modified until at least thirty (30) days prior written notice has been given to Limited Brands, Inc.

Limited Brands, Inc. may, in its sole discretion, accept a Seller's self insurance provided that Limited Brands, Inc. is granted advance notice of this circumstance as well as an opportunity to evaluate the financial condition of Seller. All certificates of insurance shall be mailed by Seller to Limited Brands, Inc., Attn: Vice President, Insurance and Risk Management, Three Limited Parkway, Columbus OH 43230.

12. Nonconforming Products. Buyer will rely on Seller's representations and warranties with respect to the Products and will not be obligated to unpack and inspect them before resale. Buyer's payment for, retention, use or acceptance of the Products will be deemed neither a waiver of Buyer's right to inspect them at any reasonable time or place and in any reasonable manner nor a waiver of any breach of a representation or warranty by Seller. In addition to any other remedies available to Buyer, any or all Products which are the subject of an Order may be rejected (or acceptance thereof revoked) by Buyer and returned or held at Seller's expense and risk for resale when any Products of such Order are not produced, sold, shipped and/or delivered in compliance with these Purchase Terms or the Order ("Nonconforming Products").

Buyer may require Seller to promptly replace any Nonconforming Products rejected (or as to which acceptance is revoked) or grant Buyer a full refund or credit for such Products. Buyer may accept Nonconforming Products, and Seller shall be liable for any reduced value of such Products based on such nonconformity, provided that such acceptance shall not relieve Seller of any of its other warranty or other obligations hereunder.

13. Miscellaneous. These Purchase Terms along with any Order constitute the entire agreement and understanding between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements and understandings whether written, oral or implied between Buyer and Seller. These Purchase Terms may not be amended, superseded or altered except in writing duly executed and delivered on behalf of Buyer and Seller; provided, however, that this sentence shall not preclude Buyer from including additional terms on Buyer's Orders provided such terms are not inconsistent with these Purchase Terms.

No failure or delay on the part of either Buyer or Seller to exercise any right, privilege or power under these Purchase Terms shall operate as a waiver or relinquishment thereof; nor shall any single or partial exercise by either party preclude any other or further exercise thereof, or the exercise of any other right, privilege or power. The termination or completion of any Order shall not in any way affect any obligations under these Purchase Terms which are by their nature continuing. These Purchase Terms and any Order shall be governed by and construed in accordance with the local laws of the State of Ohio, without regard to principles of conflicts of laws.

The United Nations Convention on Contracts for the International Sale of Goods shall have no application to these Purchase Terms, any Order or any actions hereunder or contemplated hereby.

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