1. CONTRACT TERMS

The purchase order or purchase form ("Purchase Order") provided, together with these terms and conditions ("Terms"), and any attachments, annexes, instructions, and other information, whether physically attached or incorporated by reference (collectively referred to as the "Contract"), constitute the entire agreement between the entity of Mr and Mrs Punta Cana identified in the Purchase Order ("Mr and Mrs Punta Cana") and you or your affiliated entity identified in the Purchase Order (hereinafter referred to as the "Supplier"). The submission of the Purchase Order by Mr and Mrs Punta Cana is conditioned upon the Supplier's agreement that the Purchase Order and these Terms shall govern and expressly supersede any different or additional terms in the Purchase Order, whether in written or oral form, regardless of the date, even if the Supplier claims to condition its acceptance of the Purchase Order on Mr and Mrs Punta Cana's agreement to such different or additional terms. The Supplier's electronic acceptance, as well as its acknowledgment of a Purchase Order or commencement of performance, shall constitute the Supplier's acceptance of these Terms. Mr and Mrs Punta Cana reserves the right to revoke the Purchase Order prior to acceptance.

Notwithstanding the foregoing, if there is a master agreement covering the acquisition of the Products and/or Services described in the Purchase Order between the Supplier and Mr and Mrs Punta Cana, the terms of that master agreement shall govern in case of any inconsistencies with the terms herein.

2. ORDER AND DELIVERY OF PRODUCTS

2.1 The Supplier agrees to deliver the products indicated in the Purchase Order ("Products") on the date or dates specified in the Purchase Order ("Delivery Date") in accordance with the Purchase Order. Time is of the essence with respect to the Supplier's performance of the obligations assumed hereunder. The Supplier shall promptly inform Mr and Mrs Punta Cana in the event that the timely performance by the Supplier in accordance with the Purchase Order is delayed or likely to be delayed. Mr and Mrs Punta Cana's acceptance of the Supplier's notification shall not constitute a waiver by Mr and Mrs Punta Cana of any claims regarding the Supplier's obligations.

2.2 If the Supplier delivers the Products after the Delivery Date, Mr and Mrs Punta Cana may reject such Products.

2.3 Mr and Mrs Punta Cana shall hold the rejected Products in accordance with the Purchase Order at the risk and expense of the Supplier, including storage charges, while awaiting shipping instructions for the return of the Products from the Supplier. The Supplier shall bear all costs of shipping the returns, including, among others, insurance charges incurred by Mr and Mrs Punta Cana on behalf of the Supplier.

2.4 The Supplier shall handle, pack, package, and handle the Products in a manner that protects them against loss or damage and in accordance with best commercial practices, in the absence of specific instructions from Mr and Mrs Punta Cana. Without limiting the foregoing, the Supplier shall comply with the requirements of local laws and regulations regarding hazardous materials, including, among others, those concerning accompanying information, packaging, labeling, reporting, transportation, and disposal.

2.5 The Supplier shall include in each delivery of Products a packing list that identifies the Purchase Order number, a description and quantity of each Product, and the date of shipment.

2.6 Unless otherwise expressly indicated by Mr and Mrs Punta Cana, the Supplier shall deliver all Products to the facilities of Mr and Mrs Punta Cana at the address specified in the Purchase Order. The Supplier shall be responsible for all shipping and delivery charges, including, among others, customs costs, duties, expenses, taxes, and insurance. The risk of loss of the Products shall not transfer to Mr and Mrs Punta Cana until acceptance in accordance with Section 3.

2.7 Mr and Mrs Punta Cana shall have the right, at any time, to make changes to the specifications, materials, packaging, delivery date and location, and method of transportation in accordance with this agreement. If any of these changes would cause an increase or decrease in the cost or time required for performance hereunder, an equitable adjustment shall be made and this Purchase Order shall be accordingly modified in writing.

3. INSPECTION AND ACCEPTANCE OF PRODUCTS

Mr and Mrs Punta Cana may reject each and every Product that does not meet the respective requirements within 15 business days of the Supplier's delivery of the Products. At the discretion of Mr and Mrs Punta Cana, Mr and Mrs Punta Cana may (i) return the non-compliant Products to the Supplier for a refund or credit; (ii) require the Supplier to reship the non-compliant Products; or (iii) repair the non-compliant Products to bring them into compliance. Alternatively, in lieu of (i) to (iii), Mr and Mrs Punta Cana may accept the non-compliant Products on the condition that the Supplier provides a refund or credit for an amount that Mr and Mrs Punta Cana deems reasonable to represent the diminished value of the non-compliant Products. Mr and Mrs Punta Cana's payment to the Supplier for the Products prior to timely rejection by Mr and Mrs Punta Cana for non-compliance with the requirements shall not be deemed acceptance by Mr and Mrs Punta Cana.

4. SERVICE PERFORMANCE

4.1 The Supplier shall provide services related to the Products and/or as indicated in the Purchase Order ("Services"). At any time, Mr and Mrs Punta Cana may issue additional instructions, request additional Services, or reduce or waive the Services covered by the applicable Purchase Order. Such notice shall be sent in writing to the Supplier. In such case, the parties may agree on a price adjustment and completion date. Any claim by the Supplier for increased compensation must be made within fifteen (15) days of receipt of the written notice of the change in Services or delivery of adjusted or new Services.

4.2 The Supplier shall at all times provide a sufficient number of qualified and trained personnel to perform and complete the Services, and the Supplier shall take reasonable measures to ensure that the personnel providing the Services under this agreement fulfill applicable duties and obligations in accordance with the Purchase Order.

5. PRICE AND PAYMENT

5.1 Unless otherwise stated in the Purchase Order, the price of the Products and/or Services includes all taxes and other charges such as shipping and delivery, duties, customs fees, tariffs, levies, and government-imposed surcharges. The Supplier shall itemize all taxes and other charges on their invoices. Mr and Mrs Punta Cana shall not be responsible for the payment of the Supplier's expenses unless approved in advance and in writing by Mr and Mrs Punta Cana. The Supplier shall be responsible for all insurance premiums and other insurance-related costs, as well as expenses related to insurance required under Section 13 of this agreement.

5.2 Unless otherwise stated in the Purchase Order, Mr and Mrs Punta Cana shall pay the Supplier the price indicated in the Purchase Order, NET 45 days after the later of the following: (i) the Date of Delivery; (ii) the date of acceptance by Mr and Mrs Punta Cana of all Products and/or Services; or (iii) receipt by Mr and Mrs Punta Cana of a properly prepared invoice (https://www.mrandmrspuntacana.com/) reflecting the Purchase Order number. Unless otherwise stated in the Purchase Order, payment shall be made in US dollars.

5.3 The Supplier shall provide a detailed description of the Services, any additional Products or expenses incurred by the Supplier, and shall attach receipts related to such expenses when available. Mr and Mrs Punta Cana will not reimburse cash payments to Suppliers, contractors, or subcontractors unless previously approved in writing by the applicable regional team, which can be contacted at concierge13@mrandmrspuntacana.com. All invoices and/or receipts must accurately report the use of any cash funds used in connection with these Terms and Conditions and must not under any circumstances cover up, misdescribe, or fail to disclose any payments to third parties. Any cash payment must comply with all applicable anti-corruption regulations, including, but not limited to, the US Foreign Corrupt Practices Act 1977. Furthermore, the Supplier acknowledges and agrees that they must keep their books and records updated with respect to any invoice and/or receipt involving cash, and such records shall be made available to Mr and Mrs Punta Cana for review upon request. Any other form of cash payment, including, but not limited to, prepayments or advance payments requested by the Supplier, shall be reviewed on a case-by-case basis and approved in accordance with Mr and Mrs Punta Cana's internal policies.

6. OWNERSHIP AND LICENSE

6.1 Each party shall own all rights, titles, and interests in relation to their intellectual property and tangible personal property created before the date of this Agreement or outside the scope of this Agreement ("Preexisting Materials"). Hereby, the Supplier grants Mr and Mrs Punta Cana a perpetual, irrevocable, worldwide, transferable, royalty-free, non-exclusive license, with the right to sublicense and authorize sublicenses, to use and reproduce the Supplier's Preexisting Materials in the Products to the extent necessary for the exercise and exploitation of Mr and Mrs Punta Cana's rights in the Products and/or Services.

6.2 Unless otherwise indicated in writing by Mr and Mrs Punta Cana, the Supplier shall obtain and grant to Mr and Mrs Punta Cana a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use all third-party intellectual property rights that the Supplier incorporates, needs to use, or delivers with the Products and/or Services. The Supplier shall provide Mr and Mrs Punta Cana with copies of the referenced waivers and licenses, if any, upon request by Mr and Mrs Punta Cana.

7. WARRANTIES

7.1 The Supplier expressly warrants that, following the delivery of the Products and for a period of one (1) year thereafter: (i) such Products will comply with all applicable specifications and standards, be new, and be free from defects in materials or workmanship; (ii) such Products will comply with all statements on the containers or labels of such Products and that the Products will be properly packaged, packed, marked, and labeled; and (iii) such Products will be merchantable and fit for the purpose for which Products of that type are commonly used. During the aforementioned warranty period, the Supplier agrees to promptly replace or correct defects in the Products that do not meet the foregoing warranty, at no expense to Mr and Mrs Punta Cana, upon receipt of notice from Mr and Mrs Punta Cana regarding such non-compliance. In the event that the Supplier fails to correct the defects or replace the non-compliant Products promptly, Mr and Mrs Punta Cana, after providing the Supplier with reasonable notice, may undertake the necessary corrections or replacements and charge the Supplier for the costs incurred.

7.2 The Supplier represents and warrants that (i) the supply and use of the Products and/or Services do not and will not infringe, misappropriate, or otherwise violate any third party's intellectual property rights or other proprietary rights; (ii) the Services will be performed competently and professionally by its employees (or subcontractors approved under Section 9.1) who possess the skills, experience, and qualifications necessary to provide and perform the Services in accordance with the highest standards of the applicable profession, trade, or industry; (iii) the Products are not and will not be subject to any adverse claims, including, but not limited to, liens, mortgages, encumbrances, security interests, charges, or encroachments; and (iv) the Supplier will comply with all applicable state, federal, and local laws and regulations in fulfilling its obligations under this Purchase Order.

7.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE GRANTED.

8. INDEMNIFICATION

The Supplier shall fully indemnify and hold harmless Mr and Mrs Punta Cana, its affiliates, and their officers, directors, employees, agents, successors, and assigns ("Mr and Mrs Punta Cana Indemnitees") from and against all claims, damages, liabilities, losses, and expenses (including attorney's fees, expenses, and costs) incurred by the Mr and Mrs Punta Cana Indemnitees or accepted by them of any kind arising from (a) a breach or alleged breach by the Supplier of any obligation, representation, or warranty under this Agreement, or (b) the negligence or willful acts of the Supplier or its employees, agents, or subcontractors. Mr and Mrs Punta Cana shall promptly notify the Supplier of any such claims, demands, and actions and, if requested, provide reasonable assistance to the Supplier. The Supplier shall not enter into any settlement or compromise related to this document that contains an admission by Mr and Mrs Punta Cana or negatively affects Mr and Mrs Punta Cana in any way without first seeking the written consent of Mr and Mrs Punta Cana.

9. ASSIGNMENT AND SUBCONTRACTING

9.1 The Supplier may not assign any of its rights or delegate or subcontract any of its obligations under the Purchase Order without the prior written consent of Mr and Mrs Punta Cana. Mr and Mrs Punta Cana may, at its discretion, invalidate any attempted assignment or delegation made without the prior written consent of Mr and Mrs Punta Cana. If Mr and Mrs Punta Cana consents to the use of a subcontractor, the Supplier shall ensure and remain responsible for the performance of all subcontracted obligations and make all payments to its subcontractors.

9.2 Except for Mr and Mrs Punta Cana's affiliates, to the extent permitted by applicable law, no person who is not a party to the Purchase Order shall have the right to enforce or benefit from any of its terms, whether as a result of applicable legislation, custom, or otherwise.

10. TERM AND TERMINATION

10.1 This Agreement shall remain in effect until the completion of all obligations of the Supplier under this Agreement.

10.2 Mr and Mrs Punta Cana may terminate this Agreement without cause or for justifiable cause by providing the Supplier with a 15-day notice. Upon receiving notice of such termination, the Supplier shall inform Mr and Mrs Punta Cana of the extent to which it has fulfilled its obligations up to the date of the notice, and the Supplier shall collect and deliver to Mr and Mrs Punta Cana the Products or parts thereof that it holds in its inventory. Mr and Mrs Punta Cana shall pay the Supplier for all work performed and accepted up to the effective date of the termination, provided that Mr and Mrs Punta Cana shall not be obligated to pay more money than it would have had to pay if the Supplier had completed and Mr and Mrs Punta Cana had accepted all the Products and/or Services. Mr and Mrs Punta Cana shall have no further payment obligation in connection with any termination.

10.3 Obligations or duties that, by their nature, extend beyond the expiration or termination of the Agreement shall survive the expiration or termination of this Agreement.

11. CONFIDENTIAL INFORMATION AND ADVERTISING

11.1 The term "Confidential Information" shall mean any information regarding Mr and Mrs Punta Cana or its affiliates and/or their respective business, products, services, marketing, promotions, or technical data, whether disclosed orally, in writing, or by the inspection of tangible objects, and shall include the terms and conditions and existence of this Agreement. For the purposes hereof, Confidential Information shall not include information: (a) that was previously known to the Supplier without an obligation of confidentiality; (b) that is acquired by the Supplier from a third party that had no obligation to keep such information confidential; or (c) that is or becomes publicly known without any responsibility of the Supplier.

11.2 Except as otherwise required by applicable law, the Supplier agrees that (a) it will use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and (b) it will not disclose the Confidential Information to any third party. The Supplier shall protect the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information and similar materials, but in no event shall it apply a less stringent standard of care. The Supplier shall be responsible for any breach of these confidentiality provisions by its employees or agents. In the event that the Supplier receives a subpoena or other validly issued judicial or administrative document that requires the disclosure of Confidential Information, the Supplier shall immediately notify Mr and Mrs Punta Cana in writing of any such disclosure of Confidential Information that, in the opinion of its counsel, appears to be required by law, so that Mr and Mrs Punta Cana may assert any defenses it may have to oppose the disclosure. If requested by Mr and Mrs Punta Cana, the Supplier shall return (or, at the discretion of Mr and Mrs Punta Cana, destroy) all copies of any Confidential Information. The Confidential Information shall at all times remain the property of Mr and Mrs Punta Cana. No license with respect to trade secrets, copyrights, or other rights is granted by any disclosure of Confidential Information. With respect to Confidential Information that does not constitute a "trade secret" under applicable law, these confidentiality obligations shall expire five (5) years after the termination or expiration of this Agreement.

11.3 The Supplier shall not use or make reference to Mr and Mrs Punta Cana or its affiliates, nor any related logo, trademark, or service mark, in any publication, presentation, public advertisement, press release, or for any other reason without the prior written consent of Mr and Mrs Punta Cana in each instance.

12. RESPONSIBILITY

12.1 NOTWITHSTANDING ANY PROVISION IN THE PURCHASE ORDER OR OTHERWISE TO THE CONTRARY, MR AND MRS PUNTA CANA SHALL NOT BE LIABLE TO THE SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY OF COMMON LAW OR EQUITY, FOR ANY AMOUNT THAT EXCEEDS THE AMOUNTS THAT MR AND MRS PUNTA CANA PAID TO THE SUPPLIER UNDER THIS PURCHASE ORDER.

12.2 IN NO EVENT SHALL MR AND MRS PUNTA CANA BE LIABLE TO THE SUPPLIER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF OR RELATING TO THE PURCHASE ORDER, WHETHER OR NOT MR AND MRS PUNTA CANA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN TO ACHIEVE ITS ESSENTIAL PURPOSE. NOTHING IN THE PURCHASE ORDER LIMITS THE LIABILITY OF EITHER PARTY FOR PERSONAL BODILY INJURY, DEATH, OR PHYSICAL DAMAGE TO PROPERTY, OR ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

13. INSURANCE

The Supplier shall secure and maintain insurance providing third-party liability coverage for bodily injury and property damage in an amount consistent with industry-standard insurance coverage levels, but in no event less than an amount sufficient to protect Mr and Mrs Punta Cana in the event of such injury or damage, and shall comply with all laws, regulations, or orders regarding employer's liability for injuries and work-related illnesses to its employees. Additionally, the Supplier shall maintain the types and limits of additional insurance that a company of similar size and engaged in similar operations as the Supplier would typically maintain in the jurisdiction(s) where the Supplier's operations are conducted.

14. COMPLIANCE WITH LAWS

The Supplier shall comply with all applicable local and national laws and regulations related to the fulfillment of its obligations under this Purchase Order. In particular, among others, the Supplier shall not act in a manner or take any action that would cause Mr and Mrs Punta Cana to be liable for a violation of any applicable anti-bribery laws (including, but not limited to, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010) that prohibit offering, giving, or promising to offer or give, directly or indirectly, money or anything of value to a third party, or receiving, directly or indirectly, money or anything of value from a third party, to assist the Supplier or Mr and Mrs Punta Cana in retaining or obtaining business or to offer the Products.

15. APPLICABLE LAW

With respect to Purchase Orders where Mr and Mrs Punta Cana B.V. is the purchasing party, this Agreement shall be governed and interpreted in accordance with the laws of the Netherlands, regardless of principles of choice of law or conflict of laws, and the Supplier hereby accepts the exclusive jurisdiction and venue of the Netherlands. With respect to other Purchase Orders, this Agreement shall be governed by the laws of the jurisdiction of incorporation of the Mr and Mrs Punta Cana entity identified in the Purchase Order.

16. GENERAL

16.1 During the performance of this Agreement, the Supplier shall be an independent contractor and shall have no authority to bind or obligate Mr and Mrs Punta Cana. Neither the Supplier nor its employees or contractors shall be entitled to any benefits that are provided to employees of Mr and Mrs Punta Cana.

16.2 Any notice required to be given under this Agreement shall be in writing and sent to the party at the address specified on the face of the Purchase Order. Notices shall be deemed delivered and effective (i) if delivered in person, upon delivery, (ii) if sent by 24-hour delivery service with tracking, upon receipt, (iii) if sent by fax or email, at the time the sending party receives the receipt confirmation through the applicable transmission method, or (iv) if sent by certified or registered mail, within five days after deposit in the postal system.

16.3 If any court of competent jurisdiction determines that any provision of this Agreement is unlawful, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order shall not be affected or diminished, and the remaining terms of this Agreement shall remain in full force and effect, provided that this provision shall not be applied so as to frustrate the intent of the parties.

16.4 If a party chooses not to insist on strict compliance with any requirement of this Agreement, such action or inaction shall not operate or be construed as a waiver of the right to make claims for future omissions or breaches, or any other provision of this Agreement.