Terms & Conditions of Sales

Julie Josephine AS
Drammensveien 49, 0271 Oslo
Org nr: 915 335 853
Terms & Conditions of Sales
General Terms and Conditions of Sale

1. Definitions
   In these Terms and Conditions:

• “Contract” refers to the agreement between the Seller and the Buyer for the sale
  of Goods, subject to these General Terms and Conditions of Sale, any applicable
  Special Conditions, and the Seller’s Order Confirmation.
• “Seller” refers to Julie Josephine AS.
• “Buyer” refers to the party purchasing the Goods from the Seller, as identified on
  the front of the Seller’s Order Confirmation form.
• “Goods” refers to the items sold by the Seller to the Buyer under the Contract, as
  detailed on the Seller’s Order Confirmation form.
• The terms “Price” and “Estimated Period of Delivery” shall have the meanings
  assigned to them in the Order Confirmation form.

1. General Terms
   2.1 These General Terms and Conditions, along with any applicable Special Conditions,
   govern the sale of Goods by the Seller to the Buyer under the Contract. Any
   modifications to these terms must be agreed to in writing by the Seller before the Goods
   are manufactured.
   2.2 By placing an order, the Buyer explicitly acknowledges and agrees to be bound by
   the terms of this Contract.
2. Delivery
   3.1 Delivery shall be in accordance with the Estimated Delivery Period.
   3.2 Unless otherwise specified in the Special Conditions of Sale, the estimated delivery
   period for the Spring/Summer collection is January to April, and for the Autumn/Winter
   collection, August to November.
   3.3 The Buyer shall take prompt delivery of the Goods when made available. If the
   Goods are to be collected from specified premises, the Buyer must do so within
   fourteen (14) days of notification by the Seller.
   3.4 If the Buyer is unable to accept delivery when the Goods are made available, the
   Seller may, subject to storage availability, store the Goods at the Buyer’s expense,
   including storage and insurance costs. This shall be in addition to any other liabilities
   the Buyer may incur for failure to take timely delivery.
3. Orders
   4.1 Unless otherwise agreed in writing, quotations provided by the Seller are for
   informational purposes only and do not constitute a binding offer. The Seller reserves
   the right to withdraw or modify a quotation without prior notice.
   4.2 An order placed by the Buyer in response to a quotation or based on the Seller’s
   prevailing price list does not constitute a binding contract unless explicitly accepted by
   the Seller in writing.
   4.3 The Seller reserves the right to cancel Goods in the event of special circumstances.
4. Pricing and Payment
   5.1 The Goods shall be sold at the price specified in the Seller’s Order Confirmation.
   However, the Seller reserves the right to correct any pricing errors that may occur in the
   Order Confirmation due to adjustments or system errors. In case of discrepancies, the
   mutually agreed prices as stated in the linesheet and confirmed verbally shall prevail.
   5.2 The stated Price is exclusive of any applicable value-added tax (VAT), which shall be
   borne by the Buyer.
   5.3 If the Goods are delivered to a location other than the Seller’s place of business,
   transportation costs are not included in the Price. The Seller reserves the right to charge
   the Buyer additional fees for transportation and delivery services
5. Payment
   6.1 Payment shall be made in the manner and under the terms stipulated in the Special
   Conditions of Sale, including but not limited to preorder terms where applicable.
6. Retention of Title
   7.1 Unless otherwise stipulated in the Special Conditions of Sale, the provisions of this
   section shall apply.
   7.2 The Seller retains legal and equitable ownership of the Goods until full payment of
   all sums owed by the Buyer to the Seller (whether related to these Goods or otherwise).
   7.3 Until full payment is made, the Buyer is permitted to use, sell, or transfer the Goods
   in the normal course of business unless notified otherwise by the Seller or upon the
   occurrence of any event in sub-clause 7.6.
   7.4 Until full payment is received, the Buyer shall store the Goods separately, ensuring
   they remain identifiable as the Seller’s property. The Buyer must also maintain proper
   storage, protection, and insurance for the Goods.
   7.5 If any payment remains outstanding, the Seller may give notice to reclaim
   possession of the Goods.
   7.6 The following events shall entitle the Seller to reclaim the Goods: 7.6.1 The
   appointment of a receiver or an administrative receiver over the Buyer or any part of its
   assets. 7.6.2 The presentation of a petition for the Buyer’s winding-up or the passing of a
   resolution for voluntary winding-up (except for restructuring or amalgamation). 7.6.3
   The Buyer deciding to make an arrangement with its creditors. 7.6.4 Any act of
   bankruptcy committed by the Buyer.
7. Delays
   8.1 The Seller shall not be liable for delays or failure to perform obligations under the
   Contract if such delays or failures result from force majeure events beyond the Seller’s
   control. These include, but are not limited to, fire, flood, hurricanes, earthquakes, riots,
   war, hostilities, government restrictions, trade embargoes, labor disputes,
   transportation disruptions, and other unforeseen circumstances preventing timely
   fulfillment of the Contract.
8. Complaints and Returns
   9.1 Upon delivery, the Buyer must inspect the Goods and notify the Seller in writing of
   any complaints, including incomplete delivery or non-conformity with the Contract,
   without delay.
   9.2 Any complaints must be reported in writing within seven (7) days of the Goods’
   arrival at the Buyer’s premises unless the Buyer can demonstrate that it was not
   possible to detect the defect within that time frame.
   9.3 If no such notice is provided, the Goods shall be deemed to comply fully with the
   Contract, even if discussions between the parties take place thereafter.
9. Warranties and Liabilities
   10.1 The Seller shall not be liable for defects arising from: a) Normal wear and tear,
   willful damage, negligence, abnormal working conditions, misuse, alterations, or
   improper repair. b) Failure to notify the Seller of any defect within seven (7) days of
   delivery. c) Goods for which full payment has not been received by the Seller.
10. Swaps
    11.1 The Seller reserves the right to accept returned Goods but is under no obligation to
    do so.
    11.2 Preorders are non-refundable and not eligible for returns. However, Buyer may
    request a swap, subject to approval. All swap requests must be submitted in writing and
    must include: a) Style number b) Quantity c) Seller’s invoice number d) Value of the
    Goods to be returned e) Reason for the return request.
    11.3 If the Seller approves the swap: a) The Buyer must return the Goods in cartons with
    a credit memo detailing style, size, color, quantity, and price. b) Returned Goods must
    reach the Seller’s warehouse within five (5) working days of the return authorization. The
    Buyer must prepay all shipping and transportation costs.
    11.4 The Seller will not accept responsibility or provide credit for Goods returned
    without prior authorization.
    11.5 Goods that are used, soiled, or damaged may not be swapped, unless the defect
    was present at the time of delivery and the Buyer notified the Seller within seven (7) days
    of receipt.
11. Termination
    12.1 If the Seller reasonably determines that the Buyer is or may be unable or unwilling
    to pay for the Goods under the Contract—based on evidence regarding the Buyer’s
    financial position or indications of non-payment—the Seller may suspend delivery and
    require payment assurances from the Buyer before proceeding with further deliveries.
    12.2 If the Buyer fails to comply with a notice served under Clause 10.1 within the
    specified timeframe, the Seller may immediately terminate the Contract.
    12.3 The Seller reserves the right to terminate the Contract with immediate effect by
    written notice if:

• The Buyer breaches any material term of the Contract;
• The Buyer becomes bankrupt, insolvent, or has a receiver or administrator
  appointed over its assets;
• The Buyer goes into liquidation (except for voluntary liquidation for restructuring
  purposes);
• The Buyer enters into an arrangement with creditors or is otherwise unable to pay
  its debts.
  12.4 Termination of the Contract under this clause shall not affect any pre-existing
  rights or claims the Seller may have against the Buyer.

1. Assignment
   The Buyer may not assign or transfer its rights or obligations under the Contract to any
   third party without the prior written consent of the Seller.
2. Intellectual Property
   14.1 The Buyer shall not alter or remove any trademarks, trade names, symbols, or
   logos applied to the Goods or their packaging.
   14.2 The Buyer agrees to sell the Goods under the name “Julie Josephine” (or another
   designated name) but shall acquire no ownership rights in such branding.
   14.3 The Buyer shall not register or attempt to register the name “Julie Josephine” or any
   similar trademarks, trade names, symbols, or logos associated with the Goods.
   14.4 The Buyer shall not use or incorporate “Julie Josephine” or any similar name in a
   business name or company registration without prior written approval from the Seller.
3. Entire Agreement
   15.1 This Contract constitutes the entire agreement between the parties. No
   representations or warranties have been made or relied upon other than those expressly
   stated herein.
   15.2 Failure to enforce any provision of these Terms and Conditions shall not constitute
   a waiver of future enforcement of that or any other provision.
4. Headings
   Section headings are for reference only and shall not affect the meaning or
   interpretation of these Terms and Conditions.
5. Governing Law and Jurisdiction
   17.1 The Contract shall be governed by and construed in accordance with the laws of
   Norway.
   17.2 The parties submit to the non-exclusive jurisdiction of the Norwegian courts.