UNO APPAREL EUROPE GENERAL TERMS & CONDITIONS OF SALE

The UNO APPAREL EUROPE B2B web site is intended exclusively for trade customers
(businesses or individuals with a VAT registration number) and not for private individuals.
Legal entities must indicate their registration number / VAT registration number applicable
in their country of origin.

1 GENERAL POINTS

These General Terms & Conditions of Sale (also referred to as the “General Terms of Online
Sale”) govern all B2B sales of UNO APPAREL EUROPE brand products (hereinafter referred to
as the “Products”). Placing an order online or by any other means (EDI, offline order, etc.)
implies the customer’s complete and unreserved compliance with these General Terms &
Conditions of Sale.

1.1 UNO APPAREL EUROPE reserves the right to amend the General Terms & Conditions of
Sale. These amendments shall apply to any future order. The latest version of the General
Terms & Conditions of Sale is available online.

1.2 In order to be binding on UNO APPAREL EUROPE, all terms other than these general
terms, as well as any derogations from these general terms, even if they are issued by
representatives of UNO APPAREL EUROPE, must be expressly confirmed by UNO APPAREL
EUROPE.

1.3 If one of the provisions of these general terms and/or another contract between the
parties should become totally or partially invalid, the remaining provisions remain entirely
valid. In such cases, the parties undertake to establish, in the place of the provision that has
become invalid, a new regulation that is as close as possible to the objective of the provision
that has become invalid.

2 ORDERING ONLINE

2.1 The products offered for sale by UNO APPAREL EUROPE are those shown on its web site.
UNO APPAREL EUROPE does its best to indicate product availability on its web site, but
cannot be held liable if a product ordered by the customer is no longer available.

2.2 The customer can also order products that are out of stock, but which are scheduled to
be back in stock on the date indicated on the site. This date is directional only, and is
therefore not contractual, and UNO APPAREL EUROPE cannot be held liable for delays in
delivery.

2.3 The order confirmation specifies, in particular:
a. The price that applies to the quantities ordered;
b. The description of the products ordered;
c. The delivery date, purely as a guide;
d. The delivery fees (if applicable);
e. The delivery date of the outstanding products, purely as a guide;
f. The payment terms.

2.4 Once UNO APPAREL EUROPE has e-mailed the order confirmation to the customer, no
further amendment to the products ordered can be requested. If, exceptionally, UNO
APPAREL EUROPE should agree to such an amendment after sending the order confirmation,
a new order – cancelling the previous one – shall need to be placed by the customer. UNO
APPAREL EUROPE shall be entitled to claim reimbursement from the customer for the
expenses incurred as a result of the cancellation of the original order, amounting to 20% of
the order total. UNO APPAREL EUROPE reserves the right to refuse or cancel any order or
delivery in the event of: a.Total or partial non-payment by the customer of a previous order
(even if the new order is paid for by credit card or bank transfer); b.Dispute between the
customer and UNO APPAREL EUROPE; c.Refusal of the credit card payment by the banking
institutions. In this event, UNO APPAREL EUROPE cannot under any circumstance be held
liable.

2.5 UNO APPAREL EUROPE reserves the right to refuse an order if the information provided
by the customer turns out to be inaccurate, incomplete or out of date. UNO APPAREL
EUROPE is not required to inform the customer of the reasons for this refusal. Moreover,
UNO APPAREL EUROPE cannot be held liable for the consequences of the customer
providing incorrect information. UNO APPAREL EUROPE must be notified immediately by e-
mail of any change relating to the VAT registration number at the address contact@uno-
apparel.com. The customer shall be able to place an order once he/she has been notified
that the data have been updated.

2.6 UNO APPAREL EUROPE is entitled to cancel the order by notifying the customer by e-
mail, if the customer fails to pay the amount that he/she owes. For prepayment customers
using bank transfer as their payment method, UNO APPAREL EUROPE is entitled to cancel
the order if the payment has not been made within five calendar days of the order date. If
the customer asks to cancel the order when it has already been picked by the warehouse,
UNO APPAREL EUROPE is entitled to claim payment of 20% of the order total, which
corresponds to restocking fees.

3 DESCRIPTION OF THE GOODS TO BE DELIVERED
3.1 The characteristics of the products delivered are as referred to in the order confirmation.
3.2 After having informed the customer, UNO APPAREL EUROPE shall be entitled to alter
slightly the characteristics of the products to be delivered if, for reasons outside of its
control, such as discontinuation of supply by the manufacturer in particular, it should
become impossible to supply exactly what was ordered.

3.3 The quality standards applied to the products available on the UNO APPAREL EUROPE
web site comply with the international quality standards for garment production accepted
by UNO APPAREL EUROPE.

4 PRICES

4.1 The applicable sales prices are indicated in the official price list sent by e-mail or when
the price was subsequently changed. In the event of a price change, the customer should
take into account the most recent price list sent by e-mail by UNO APPAREL EUROPE.

4.2 UNO APPAREL EUROPE undertakes to notify the customer by e-mail of any price change
15 days before it comes into effect. This notification shall also include the new price list. If,
due to an error, the customer has not received this notification or has not forwarded it
internally and notices a price change, the customer shall immediately inform UNO APPAREL
EUROPE before placing a new order.

4.3 Under no circumstances shall the customer be entitled to receive free of charge the
goods for which no price was indicated or without receiving an official order confirmation.

5 DELIVERY

5.1 The delivery dates are given purely as a guideline. A delay in delivery (even for an
express delivery) can never give rise to any fines or compensation whatsoever from UNO
APPAREL EUROPE nor justify the cancellation of the order.

5.2 UNO APPAREL EUROPE has the right to refuse one or more deliveries, even of new
orders, if the customer does not comply with any of his/her obligations with respect to UNO
APPAREL EUROPE (for example, obligation to pay, etc.), regardless of the reasons.

5.3 The transportation charges payable by the customer are specified in the order
confirmation. If a customer requests a delivery method not shown among the ordinary
delivery methods available, he/she shall be invoiced separately for the additional charges. If
a customer has already paid for an ordinary delivery method, he/she shall be invoiced for
the difference between the extraordinary and ordinary delivery charges. In some specific
delivery zones, the delivery charges shall always be calculated based on the order and shall
be e-mailed to the customer for approval prior to dispatch. This includes deliveries outside
the European Union and to certain islands within Europe.

5.4 If the customer orders products to be delivered to a country outside the European
Union, the customer is deemed to be the approved importer and, in this respect, must
comply with the laws and regulations in force in the country in which the goods are received.
The customer may be subject to import duties or taxes when the goods arrive in the country.
All these additional customs clearance fees, if applicable, are payable by the customer.

5.5 UNO APPAREL EUROPE shall not be held liable if the customer encounters any customs
issue whatsoever when exporting UNO APPAREL EUROPE products to a country located
outside the European Union for which UNO APPAREL EUROPE is not able to provide the
required documents (Switzerland, United States, Canada, African countries, etc.).

6 RETENTION OF OWNERSHIP

6.1 UNO APPAREL EUROPE retains ownership of the goods until the invoice has effectively
been paid in full (not just payment for the goods, but also for other fees invoiced such as
delivery, default interest, etc…).

6.2 In the event of non-payment by the customer of the invoices within the contractual
timeframe, without prejudice to its other rights pursuant to the contract or the law, UNO
APPAREL EUROPE may demand that the goods be returned at the customer’s expense and
risk.

6.3 The customer is liable for an indemnity for lost value set at 12% of the price of the goods
for each month they are held on the time period between delivery and return. This
indemnity may be offset against any down payments made.

6.4 Without prejudice to what is stipulated above, the customer shall grant to UNO APPAREL
EUROPE any right to collect, on their behalf, open invoices from their customer on the
products not paid to UNO APPAREL EUROPE. To enable the implementation of this
assignment through notification to the assigned debtor, the customer authorises UNO
APPAREL EUROPE to peruse its accounting books, invoice registers, order books and other
relevant administrative, financial and accounting documents.

7 TRANSFER OF RISKS

7.1 The risks are transferred to the customer on the day on which the goods are placed at
his/her disposal, whether or not he/she takes delivery.

8 COMPLAINTS/RETURNS

8.1 The customer is required to check the compliance of the goods delivered as soon as they
are received. The customer shall be required to notify the customer service department of
the damage as soon as possible.

8.2 Any complaint about the invoice must be made by e-mail within eight calendar days of
the invoicing date. Otherwise, the invoice shall be considered to have been accepted. A
complaint cannot under any circumstance be relied upon to delay the payment of theinvoice.

8.3 In the event of a non-compliance or hidden defect, the customer must send UNO
APPAREL EUROPE a complaint, stipulating the nature of and reasons for this complaint.
Slight differences in size, shade, colour and execution do not constitute a non-compliance.
Any quality complaint shall be analysed by the quality department of UNO APPAREL
EUROPE, which shall determine whether there is a defect. Any defect observed by the
customer (mark, difference in size, colours, etc.) must be notified before the product is
altered. UNO APPAREL EUROPE shall not accept the complaint following decoration
(printing, embroidery, etc.). Complaints must reach UNO APPAREL EUROPE by e-mail within
a period of 28 calendar days from the customer or a third party taking possession of the
products. Once this period has elapsed, the customer is considered to have accepted the
products, and any complaint other than those relating to hidden defects shall be rejected.

8.4 Any request to return goods must reach UNO APPAREL EUROPE by e-mail within a period
of 28 calendar days from the customer or a third party taking possession of the goods. Once
this period has elapsed, the customer is considered to have accepted the products. The
customer shall send a written return request outlining the nature and reasons for this
request and wait to receive written agreement from UNO APPAREL EUROPE regarding this, if
applicable. Written agreement from UNO APPAREL EUROPE shall be given without prejudice
and without any prejudicial recognition.

8.5 In the event of agreement, UNO APPAREL EUROPE shall open a return file. The customer
shall receive a return number as well as a label on which the return address is written. The
customer shall enclose the return authorisation and affix the label provided by UNO
APPAREL EUROPE onto the box to be sent back. Responsibility for sending the parcel(s) with
the carrier of his/her choosing is incumbent on the customer. Any return sent to an address
other than the one indicated by UNO APPAREL EUROPE shall be refused. Returns must be
made within 15 calendar days of the return file being opened by UNO APPAREL EUROPE.
Parcels containing no element identifying the sender (return no., order no., customer’s
name, address, etc.) shall be refused. UNO APPAREL EUROPE shall never accept the costs of
a return organised by the customer without its prior written agreement.

8.6 The products must be returned to UNO APPAREL EUROPE in their original packaging and
in the condition in which the customer received them, along with all of the elements
delivered (accessories, packaging, etc.). Products cannot be accepted if they are returned in
any packaging other than the original packaging or in damaged original packaging. Products
altered by the customer (embroidered, screen printed, etc.) or by a third party can never be
returned. Returned products that have been refused by UNO APPAREL EUROPE shall be held
at the disposal of the customer, who/which is required to collect them from the address
notified to him/her/it and to pay for them if he/she has not yet done so. In the event of a
non-compliance or defect duly observed by UNO APPAREL EUROPE, the customer can obtain
a replacement, or a credit note which the customer can deduct from his/her next purchase
or reimbursement for the products, as the customer so chooses, excluding any
compensation or damages.

8.7 In the event of the authorised return of compliant products, i.e. products that arecompliant and without a visible or hidden defect, the customer can obtain reimbursement for them. In this event, UNO APPAREL EUROPE reserves the right to retain twenty percent
(20%) of the invoiced value excluding VAT of the compliant products returned, subject to a
minimum of EUR 100 per return file.

8.8 In the event of abnormal or unjustified returns, UNO APPAREL EUROPE reserves the right
to refuse this return as well as any subsequent order.

9 LIABILITY

9.1 UNO APPAREL EUROPE does its best to deliver consistent quality products. Differences in
size, shade, colour and execution shall be expressly tolerated, given the nature and
composition of the products. If UNO APPAREL EUROPE acknowledges that one of its
products is defective, it shall be replaced with a similar product of the same value. If
replacement proves impossible, UNO APPAREL EUROPE shall credit the defective product as
soon as possible. Under no circumstance shall the liability of UNO APPAREL EUROPE go
beyond replacement/reimbursement. UNO APPAREL EUROPE shall not be held liable for
compensation for any loss or direct or indirect damage whatsoever.

9.2 The photos and text illustrating and describing the products featured on this web site are
provided for information purposes and are not contractual. They are used exclusively to
promote the UNO APPAREL EUROPE brands, and no other use is permitted. UNO APPAREL
EUROPE does not assume any liability for errors or omissions in the photos or text featured
on this web site.

9.3 The customer releases UNO APPAREL EUROPE from any liability and waives any right to
compensation or damages against UNO APPAREL EUROPE which might result from the
services of UNO APPAREL EUROPE – or in relation thereto – or from the temporary non-
availability of its UNO APPAREL EUROPE web site, except in the event of loss or damage
caused intentionally by UNO APPAREL EUROPE or as a consequence of gross negligence on
the latter’s part.

10 PAYMENT TERMS

10.1 Purchases can exclusively be paid by bank transfer to UNO APPAREL EUROPE.

10.2 Unless otherwise stated on the invoice, invoices are payable on cash terms, without
discount, as soon as the order is accepted.

11 LATE PAYMENT

11.1 In the event of late payment in relation to the payment terms on the invoice, the
customer is liable automatically, and without prior notice, for late interest, from the invoice
due date. This amount shall subsequently be increased by a fixed indemnity of 10%, subject to a minimum of EUR 60 for administrative fees.

11.2 Non-payment of one due invoice shall automatically render all invoices, due or undue,
payable immediately. UNO APPAREL EUROPE shall have the right to demand payment
guarantees at any time. If it has not received the requested guarantees, UNO APPAREL
EUROPE shall be entitled to delay the delivery of the open orders or cancel them. All of the
direct or indirect costs related to non-compliance with the payment period, for example
additional delivery costs, shall be payable by the customer.

12 FORCE MAJEURE – DISCLAIMER

12.1 Force majeure is any event outside the reasonable control of UNO APPAREL EUROPE
that affects the performance of its commitments, including, without being limited to, natural
disasters, riots, war and military operations, national or local emergency situations, acts or
negligence by the public authorities, economic disputes of any kind whatsoever, actions by
workers, fires, floods, lightning, explosions, collapses as well as any act or negligence by an
individual or entity outside the reasonable control of UNO APPAREL EUROPE, notably its
third-party suppliers.

12.2 In the event of force majeure, the delivery period for the products shall be extended by
a period corresponding to the period during which UNO APPAREL EUROPE is prevented from
satisfying its obligations due to the force majeure.

12.3 If the delivery period for the products is delayed by more than six weeks due to a force
majeure event, both UNO APPAREL EUROPE and the customer have the option to cancel all
or part of the order without the customer being entitled to claim any compensation
whatsoever. UNO APPAREL EUROPE nevertheless has the right to be compensated for the
costs incurred.

12.4 In the event of the occurrence of unforeseen circumstances during the execution of the
order, UNO APPAREL EUROPE may request that the deadline be extended and/or that the
order be revised, including the prices set, if said circumstances make all or part of the order
more difficult and/or more costly to execute. If applicable, the parties shall come together in
good faith to discuss the adjustments to be made to the order in order for it to remain
advantageous for both parties.

13 ORDERING ERROR

13.1 If a customer has made an error with his/her order, he/she can request in writing to
return the goods. The returns procedure is described in point 8 Complaints/Returns. In fact,
these same return conditions mentioned in point 8 shall apply if the customer has made an
error. Any request to return goods must reach UNO APPAREL EUROPE within a maximum
period of 28 calendar days from either the customer or a third party taking possession of the
goods. Once this period has elapsed, the customer is considered to have accepted theproducts,
and UNO APPAREL EUROPE can no longer be held liable for the error.

13.2 An ordering error cannot under any circumstance be relied upon to delay the payment
of the invoice. A product return shall only be accepted and approved following prior written
request and written agreement from UNO APPAREL EUROPE mentioning the address to
which the products should be returned. The costs of return shall be payable by the
customer.

13.3 The products must be returned to UNO APPAREL EUROPE in the condition in which the
customer received them, along with all the elements delivered (accessories, packaging, etc.).
Returned products which are deemed unable to be accepted for return by UNO APPAREL
EUROPE are held at the disposal of the customer for a maximum of 4 weeks. The customer is
required to collect them from the address notified to him/her/it and to pay for them. In the
event of abnormal or unjustified returns, UNO APPAREL EUROPE reserves the right to refuse
this return as well as any subsequent order.

13.4 Products altered by the customer or a third party can never be returned. Neither can
parcels be taken back where there is no element identifying the sender (return no., order
no., customer’s name, address).

13.5 Returns must be sent to the address indicated by UNO APPAREL EUROPE in its prior
written agreement and must include a copy of the delivery note and the invoice. Products
shall be taken back by UNO APPAREL EUROPE at 80% of the amount invoiced by UNO
APPAREL EUROPE, provided the customer has complied with Articles 13.1 to 13.4 of these
General Terms of Sale.

13.6 Complaints as a result of a picking error must reach UNO APPAREL EUROPE within a
maximum period of two calendar days from either the customer or a third party taking
possession of the goods. Once this period has elapsed, the customer is considered to have
accepted the products, and UNO APPAREL EUROPE can no longer be held liable for the error.

14 ORDER CANCELLATION

14.1 By sending written notification to the customer, UNO APPAREL EUROPE is entitled to
cancel the order if the customer fails to pay the amount he/she owes within the timeframe
given. For prepayment customers using bank transfer as their payment method, UNO
APPAREL EUROPE is entitled to cancel the order if the payment has not been made within
five calendar days of the order date.

15 INTELLECTUAL PROPERTY

15.1 The right to the UNO APPAREL EUROPE name, logo, trademark and designs in particular
is protected on the markets where we have a presence.

15.2 Any element protected, developed, created or acquired by UNO APPAREL EUROPE
isand shall remain the exclusive property of UNO APPAREL EUROPE and/or the third partiesthat granted it a licence.

15.3 In any event, the visuals can only be used in their original format and in accordance
with the instructions provided on a case-by-case basis by UNO APPAREL EUROPE. They are
made available to our “dealer” customers with the sole objective of promoting the UNO
APPAREL EUROPE brands and its products. They cannot be in any way altered, re-coloured,
photoshopped or adapted to any communication requirement or method, whether in print,
video or digital media. They cannot be combined with each other or associated with third-
party visual material. UNO APPAREL EUROPE customers are responsible for creating and
developing visuals reflecting their own brand image themselves. Consequently, liability for
any visual it has not created is not incumbent on UNO APPAREL EUROPE. We therefore
accept no liability for motifs, visuals, text, etc. of a negative nature, such as plagiarism,
racism, etc.

15.5 UNO APPAREL EUROPE does not authorise indexing on Google, or elsewhere, on its
behalf.

15.6 UNO APPAREL EUROPE reserves the right to take any necessary legal action, not least in
court, in the event of the violation of the terms of these General Terms and Conditions of
Sale.

16 USE OF ELECTRONIC MEANS OF COMMUNICATION

16.1 The products offered on the UNO APPAREL EUROPE web site are sold using their digital
platform processes. As a result, the customer agrees to UNO APPAREL EUROPE
communicating with him/her/it electronically. UNO APPAREL EUROPE is authorised to send
the customer electronic messages and other notifications about his/her order via the
internet. To the extent permitted by the law, the customer agrees that the above replaces
any legislation imposing other methods or timings for receiving notifications relating to
his/her order. UNO APPAREL EUROPE is authorised to send messages via other methods (e.g.
by regular mail) and also to receive notifications in writing if this method is expressly
specified by the parties, by way of derogation from these General Terms of Sale. To the
extent permitted by the law, the customer undertakes, in the event of a dispute, not to
dispute the validity of any order, information, notification or message sent electronically
between the parties in connection with these General Terms of Sale and the contracts to
which they apply.

17 APPLICABLE LAW AND COMPETENT COURTS

17.1 These General Terms of Sale and the contracts to which they apply are exclusively
subject to French law.

17.2 The courts and tribunals of France have exclusive jurisdiction over any dispute
betweenthe parties with regard to these General Terms of Sale and with regard to the contracts to
which they apply. However, UNO APPAREL EUROPE reserves the right to appear before
another competent tribunal if it considers this to be appropriate.

18 CUSTOMER SERVICE

18.1 If you require any information or have a question, please do not hesitate to contact our
customer service department by e-mail: contact@uno-apparel.com

Our head office:
Uno Apparel Europe
53 avenue Hoche
75008 Paris
France