Terms of service

LIHANN GEORGE

WHOLESALE TERMS & CONDITIONS – version 2.0 - Effective as of date of publication

STUDIO CUOIO BV
Azalealaan 31
2980 Halle-Zoersel
Belgium

VAT BE0685 615 301

Hereinafter referred to as the "Seller".

1. SCOPE

These Terms and Conditions apply to all offers, quotations, Order Confirmations, sales,

deliveries and commercial relationships relating to LIHANN GEORGE products supplied by STUDIO CUOIO BV to professional buyers acting in the course of business (B2B), regardless of their location.

Any deviation from these Terms shall only be valid if expressly agreed in writing by the Seller.

The Seller operates a selective distribution system designed to preserve the luxury positioning, reputation, quality standards and overall brand integrity of LIHANN GEORGE.

2. ORDERS AND ACCEPTANCE

All Orders are subject to written acceptance by the Seller.

A contract of sale shall only be deemed concluded upon issuance of a written Order Confirmation by the Seller.

Upon issuance of the Order Confirmation, the Seller immediately commits production capacity and procures raw materials and components specifically for the Buyer's Order. The Buyer acknowledges that such commitments are made exclusively in reliance on the confirmed Order.

Consequently, each confirmed Order constitutes a firm and irrevocable purchase commitment and may not be cancelled, modified, postponed or reduced, in whole or in part, without the Seller's prior written consent.

The Seller reserves the right to accept or refuse any Order at its sole discretion.

The Buyer may request modifications to a confirmed Order. Any such request shall only become effective upon the Seller's written acceptance and may result in additional costs, revised delivery dates or other adjustments as determined by the Seller.

3. PRICES

All prices are exclusive of:

VAT and similar taxes;
import duties and customs charges;• local taxes;
transportation costs;
insurance;
customs clearance costs.

Delivery terms shall be governed by the applicable Incoterms® 2020 rule specified in the relevant Order Confirmation.

Where the Buyer does not appoint a freight forwarder, transportation may be arranged by the Seller solely on behalf of, and at the risk and expense of, the Buyer.

Shipping charges shall be invoiced separately.

Shipments made using the Buyer's transport account shall incur an administrative handling fee of EUR 20.

The Seller reserves the right to adjust prices in the event of substantial increases in the cost of raw materials, labour, transportation, energy or currency exchange rates occurring after the

Order Confirmation and prior to production, provided such increases are beyond the Seller's reasonable control.

4. PAYMENT TERMS

The deposit invoice shall be payable within thirty (30) calendar days from the invoice date.

Unless otherwise agreed in writing:

30% deposit upon Order Confirmation;
70% balance prior to shipment.

Production may commence prior to receipt of the deposit at the Seller's sole discretion. Such commencement shall not affect the Buyer's payment obligations under these Terms.

Invoices shall be payable in EUR or USD, as specified therein.

Failure to pay the deposit shall not constitute a cancellation of the Order by the Buyer. The Seller shall be entitled, at its sole discretion, to suspend production, postpone delivery, retain the

Goods and/or suspend further performance until full payment has been received, without prejudice to any other rights or remedies available to the Seller.

Late payments shall automatically give rise to:

interest at 8% per annum; and
liquidated damages equal to 10% of the outstanding amount, with a minimum of EUR 150, to the maximum extent permitted by applicable law.

The Seller reserves the right to suspend deliveries, retain the Goods, refuse future Orders or terminate the commercial relationship in the event of overdue payments.5. MINIMUM ORDER QUANTITY

The minimum Order Quantity ("MOQ") is seven (7) pieces.

Orders below the MOQ may be accepted at the Seller's sole discretion and may be subject to an administrative surcharge or other conditions determined by the Seller.

6. DELIVERY

Delivery dates are estimates only and shall not constitute binding deadlines.

Delays in delivery shall not entitle the Buyer to:

claim compensation;
cancel the Order;
refuse payment; or
reduce the purchase price.

Partial deliveries are permitted.

The Seller shall notify the Buyer when the Goods are ready for shipment.

The Buyer shall ensure that shipment is arranged, or that shipping instructions are provided, within forty-five (45) calendar days following such notification.

Should the Buyer fail to do so, the Seller shall be entitled, at its sole discretion, to:

store the Goods at the Buyer's risk and expense;
charge reasonable storage and handling fees;
postpone shipment until all outstanding amounts have been paid; and/or
exercise any other rights available under these Terms or applicable law.

Storage of the Goods shall not affect the Buyer's obligation to pay the outstanding balance in accordance with these Terms.

7. TRANSFER OF RISK

Risk of loss of or damage to the Goods shall pass to the Buyer in accordance with the applicable Incoterms® 2020 rule specified in the relevant Order Confirmation.

Transfer of risk shall occur irrespective of whether ownership of the Goods has passed to the Buyer.

8. RETENTION OF TITLE

The Goods shall remain the exclusive property of the Seller until full payment has been received of:

all invoices;
interest;
costs;
damages; and
any other amounts owed by the Buyer to the Seller.

Until ownership has passed, the Buyer shall keep the Goods clearly identifiable as the Seller's property and shall not pledge, assign, transfer ownership, create any security interest over, or otherwise dispose of the Goods other than in the ordinary course of its retail business.

The Seller shall be entitled to repossess the Goods in the event of non-payment, without prejudice to any other rights or remedies available under these Terms or applicable law.

9. COMPLAINTS

Visible defects, shortages or non-conformities must be notified to the Seller in writing within five (5) Business Days following delivery.

Hidden defects must be notified in writing within ten (10) calendar days after their discovery and, in any event, no later than three (3) months following delivery.

Any complaint shall include:

a detailed description of the alleged defect;
supporting photographs;
the relevant Order and invoice references; and
any additional information reasonably requested by the Seller.

Complaints shall not suspend the Buyer's payment obligations.

No Goods may be returned without the Seller's prior written authorisation.

10. RETURNS AND CANCELLATIONS

Returns shall only be accepted with the Seller's prior written authorisation.

Custom-made, made-to-order and special production Goods are non-cancellable and non-returnable.

Where the Buyer requests cancellation of a confirmed Order, refuses delivery, fails to provide shipping instructions, fails to take delivery of the Goods, or otherwise commits a material breach of these Terms, the Seller shall be entitled, without prejudice to any other rights or remedies available under applicable law, to:

suspend further performance;• retain all deposits already paid without prejudice to the Seller's right to recover any additional losses.
recover all costs and damages incurred, including but not limited to production costs, development costs, storage costs, transportation costs, administrative expenses and reasonable legal costs;
resell the Goods to third parties in order to mitigate its losses.

Any proceeds obtained from such resale shall be credited against the Buyer's outstanding

obligations. To the extent that such proceeds do not fully compensate the Seller for its losses, the Buyer shall remain liable for the remaining balance.

11. INTELLECTUAL PROPERTY

All intellectual property rights relating to:

designs;
constructions;
technical solutions;
patterns;
prototypes;
specifications;
product names;
trademarks;
logos;
visual identities;
photographs;
texts;
packaging; and
know-how, shall remain the exclusive property of the Seller and/or its licensors.

Nothing contained in these Terms shall be construed as granting the Buyer any intellectual property rights other than the limited right to market and sell genuine LIHANN GEORGE Goods in accordance with these Terms.

The Buyer shall not:

copy;
reproduce;
adapt;• modify;
reverse engineer;
deconstruct;
commission;
manufacture; or
distribute, any product inspired by, derived from or confusingly similar to the Seller's creations.

Any infringement may result in the immediate termination of the commercial relationship and the Seller shall be entitled to seek all available legal remedies.

12. CONFIDENTIALITY

The Buyer shall keep strictly confidential all commercial, technical and business information received from the Seller, including but not limited to:

pricing structures;
product development information;
prototypes;
production methods;
sourcing information;
commercial strategies.

Such information shall not be disclosed to any third party nor used for any purpose other than the purchase and sale of genuine LIHANN GEORGE Goods.

These confidentiality obligations shall survive termination of the commercial relationship for a period of five (5) years.

13. ONLINE SALES AND MARKETPLACE RESTRICTIONS

The Buyer is authorised to sell genuine LIHANN GEORGE Goods exclusively through:

its own physical retail locations; and
its own official e-commerce website.

Without the Seller's prior written consent, the Buyer shall not:

sell through third-party marketplaces;
sell through online platforms operated by third parties;
engage in dropshipping;• appoint third parties to fulfil online sales;
use external fulfilment marketplaces; or
resell to wholesalers, distributors or other commercial resellers.

This restriction includes, without limitation:

Amazon;
Zalando;
Etsy;
eBay;
Farfetch;
Wolf & Badger;
Trouva;
TikTok Shop;
Temu;
Shein Marketplace;

and any comparable online marketplace or platform.

The Buyer shall maintain the luxury positioning, presentation standards and brand image of LIHANN GEORGE at all times.

Any breach of this Article shall constitute a material breach of these Terms and may result in the immediate suspension or termination of the commercial relationship.

14. BRAND PROTECTION

The Buyer shall at all times preserve and promote the reputation, prestige and luxury positioning of LIHANN GEORGE.

Unless expressly authorised in writing by the Seller, the Buyer shall not:

organise outlet sales;
conduct liquidation sales;
advertise excessive discounts;
sell through discount channels; or
engage in any sales or marketing practices that may adversely affect the image of the Brand.

Discounts exceeding thirty percent (30%) from the recommended retail price require the Seller's prior written approval.The Seller reserves the right to withdraw approval for any activity that, in its reasonable opinion, may adversely affect the reputation or positioning of the Brand.

15. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to:

shortages of raw materials;
production interruptions;
transportation disruptions;
strikes or labour disputes;
pandemics or epidemics;
cyber-attacks;
software or IT failures;
governmental actions or restrictions;
energy shortages;
supplier insolvency; or
force majeure affecting suppliers or logistics partners.

The Seller's obligations shall be suspended for the duration of the force majeure event. Delivery schedules shall be extended accordingly.

If the force majeure event continues for more than ninety (90) consecutive days, either Party may terminate the affected Order without liability for future performance.

16. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Seller's total liability arising out of

or in connection with any Order shall be limited to the invoiced value of the Goods giving rise to the claim.

Under no circumstances shall the Seller be liable for:

indirect damages;
consequential damages;
loss of profit;
loss of business;
loss of goodwill;
reputational damage;• loss of data; or
product recall costs, except where such limitation is prohibited by mandatory applicable law.

17. TERMINATION

The Seller may suspend performance or terminate the commercial relationship, in whole or in part, with immediate effect upon written notice where the Buyer:

fails to make payment when due;
infringes the Seller's intellectual property rights;
breaches the online sales restrictions;
breaches its confidentiality obligations;
materially breaches these Terms; or
engages in conduct likely to damage the reputation or luxury positioning of LIHANN GEORGE.

Termination shall be without prejudice to any accrued rights, outstanding payment obligations or any other rights or remedies available to the Seller under these Terms or applicable law.

18. NO AGENCY OR PARTNERSHIP

Nothing contained in these Terms shall be construed as creating:

a partnership;
a joint venture;
an agency relationship;
a franchise relationship; or
an employment relationship between the Parties.

Neither Party shall have any authority to bind or act on behalf of the other.

19. COMPLIANCE

The Buyer shall comply with all applicable laws and regulations relating to:

consumer protection;
product safety;
sanctions;• import and export regulations;
anti-corruption legislation; and
e-commerce legislation.

The Buyer shall obtain and maintain all licences, registrations and approvals required for the lawful sale of the Goods in its territory.

20. ENTIRE AGREEMENT

These Terms, together with the relevant Order Confirmation, constitute the entire agreement between the Parties relating to the sale of the Goods and supersede all prior discussions, negotiations and understandings relating thereto.

21. GOVERNING LAW AND JURISDICTION

These Terms shall be governed exclusively by Belgian law.

Any dispute arising from or related to these Terms shall fall under the exclusive jurisdiction of the Courts of Antwerp, Division Turnhout.

22. LANGUAGE

These Terms may be translated into other languages.

In the event of any discrepancy, inconsistency or conflict between language versions, the English version shall prevail.

23. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall, to the extent possible, be replaced by a valid provision that most closely reflects the original intent of the Parties.

24. NO WAIVER

No failure or delay by the Seller in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver shall only be effective if made expressly in writing and signed by the Seller.

LIHANN GEORGE – Wholesale Terms & Conditions – Version 2.0