LIHANN GEORGE

WHOLESALE TERMS & CONDITIONS

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 intended to preserve the luxury positioning, reputation, quality standards and 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.

Pre-orders and confirmed orders are binding and may not be cancelled, modified, postponed or reduced without the Seller's prior written consent.

The Seller reserves the right to refuse any order at its sole discretion.

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 Incoterms® 2020 as stated in the 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 raw material, labour, transportation, energy or currency exchange costs occurring after order confirmation.

4. PAYMENT TERMS

Unless otherwise agreed in writing:

  • 30% deposit upon order confirmation;
  • 70% balance prior to shipment.

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

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 goods, refuse future orders or terminate commercial relations 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.

6. DELIVERY

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

Delays shall not entitle the Buyer to:

  • compensation;
  • cancellation;
  • refusal of payment;
  • reduction of price.

Partial deliveries are permitted.

7. TRANSFER OF RISK

Risk shall pass to the Buyer in accordance with the agreed Incoterm® 2020 specified in the order confirmation.

8. RETENTION OF TITLE

All goods shall remain the exclusive property of the Seller until full payment of:

  • invoices;
  • interest;
  • costs;
  • any other amounts due.

Until title has passed, the Buyer shall not pledge, transfer ownership, grant security interests or otherwise dispose of the goods outside the ordinary course of business.

9. COMPLAINTS

Visible defects or shortages must be notified in writing within five (5) business days following delivery.

Hidden defects must be notified within ten (10) calendar days following discovery.

All complaints must include:

  • detailed description;
  • supporting photographs;
  • relevant order references.

Complaints shall not suspend payment obligations.

No return shall be accepted without prior written authorisation from the Seller.

10. RETURNS AND CANCELLATIONS

Returns are accepted only upon prior written approval.

In the event of cancellation, refusal of delivery or breach by the Buyer, the Seller shall be entitled to recover all costs incurred, including:

  • production costs;
  • development costs;
  • storage costs;
  • transportation costs;
  • administrative expenses;
  • legal costs.

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

11. INTELLECTUAL PROPERTY

All rights relating to:

  • designs;
  • constructions;
  • technical solutions;
  • patterns;
  • prototypes;
  • specifications;
  • product names;
  • trademarks;
  • logos;
  • visual identities;
  • photographs;
  • texts;
  • packaging;
  • know-how;

shall remain the exclusive property of the Seller and/or its licensors.

The Buyer shall not:

  • copy;
  • reproduce;
  • adapt;
  • modify;
  • reverse engineer;
  • deconstruct;
  • commission;
  • manufacture;
  • distribute;

any product inspired by or derived from the Seller's creations.

The Buyer shall not use any intellectual property belonging to the Seller except for the authorised promotion and sale of genuine LIHANN GEORGE products.

Any infringement may result in immediate termination of the commercial relationship and legal action.

12. CONFIDENTIALITY

The Buyer shall treat as confidential all commercial, technical and business information received from the Seller, including:

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

Such obligations shall survive termination of the commercial relationship.

13. ONLINE SALES AND MARKETPLACE RESTRICTIONS

The Buyer may sell LIHANN GEORGE products exclusively through:

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

Without prior written consent of the Seller, the Buyer shall not:

  • sell through third-party marketplaces;
  • sell through online platforms;
  • engage in dropshipping;
  • use external fulfilment marketplaces;
  • resell to wholesalers, distributors or third-party resellers.

This prohibition includes, without limitation:

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

and any comparable platform.

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

The Seller reserves the right to terminate supply immediately in case of breach.

14. BRAND PROTECTION

The Buyer shall not engage in activities likely to damage the reputation, prestige or luxury positioning of LIHANN GEORGE.

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

  • organise outlet sales;
  • conduct liquidation sales;
  • advertise excessive discounts;
  • sell through discount channels.

Discounts exceeding 30% require prior written approval from the Seller.

15. FORCE MAJEURE

The Seller shall not be liable for delays or failures resulting from circumstances beyond its reasonable control, including:

  • raw material shortages;
  • production disruptions;
  • transportation interruptions;
  • strikes;
  • pandemics;
  • cyber-attacks;
  • software failures;
  • governmental restrictions;
  • energy shortages;
  • supplier insolvency;
  • force majeure affecting suppliers or logistics partners.

Delivery schedules shall be extended accordingly.

16. LIMITATION OF LIABILITY

The Seller's liability shall be limited to the invoiced value of the products concerned.

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;
  • product recall costs.

17. TERMINATION

The Seller may immediately terminate the commercial relationship in the event of:

  • non-payment;
  • breach of intellectual property rights;
  • unauthorised online sales;
  • breach of confidentiality obligations;
  • damage to the reputation of the brand.

Termination shall be without prejudice to any other rights or remedies available to the Seller.

18. NO AGENCY

Nothing contained in these Terms shall create:

  • a partnership;
  • a joint venture;
  • an agency relationship;
  • a franchise relationship;
  • an employment relationship

between the parties.

19. COMPLIANCE

The Buyer shall comply with all applicable laws and regulations concerning:

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

20. 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.

21. 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.