Terms and Conditions

This is the general terms and conditions of wholesale (“GTC”) of:

-NHU Operations Korlátolt Felelősségű Társaság (registered seat: 1015 Budapest, Csónak utca 9, Hungary; registration number: 01-09-455501; VAT number: 33032960-2-41)

-Nanushka International Zártkörűen Működő Részvénytársaság (registered seat: 1036
Budapest, Fényes Adolf utca 24-26, Hungary; registration number: 01-10-049880; VAT number: 23975095-2-41)

-Nanushka B.V. (registered seat: 5231DD s-Hertogenbosch, Hambakenwetering 1,
Netherlands; registration number: 99268957; VAT number: HU31419631)
(“Nanushka”), exclusive owner and producer of brand ’Nanushka’.

1. APPLICABILITY

This GTC is applicable to all wholesale orders and prevails over any such terms or similar
terms from a customer unless otherwise
confirmed in writing by Nanushka.

2. ORDER AND CONFIRMATION

A final agreement on the sale and delivery of goods shall enter into force upon Nanushka’s
written confirmation. Emails and other digital written formats are accepted as documents in
writing. When the order confirmation is issued, the order is binding. Any amendments or
additions to an order can be made within a period of 8 (eight) days from the date of the order confirmation sent by Nanushka. Cancellation of orders made by the customer can be accepted
only in writing by Nanushka. Nanushka reserves the right to invoice the customer in the amount of 30% (thirty percent) of the value of the canceled order. If unsatisfactory credit
information about the customer is obtained or the customer does not meet the payment terms, Nanushka will be entitled to cancel already confirmed orders and invoice the customer a cancellation fee of 30%(thirty percent) of the value of the canceled order.

3. ALTERATIONS TO PRICE

In the case that external conditions (e.g. changes in exchange rates, increased customs duties,
quota prices, or similar) result in a significant increase in the price, Nanushka is entitled to
invoice the customer for such price increase.

4. DELIVERY WINDOW

The delivery window will be stated in the order confirmation. The delivery window is the
time period during which the goods are handed over to the customer. Nanushka shall be entitled to postpone the delivery window by 14 (fourteen) days, and shall immediately notify the customer in writing of any such postponement. In the event of force majeure, the delivery
may be postponed until the force majeure obstacle ceases to exist and ordinary trading and transport become possible. If the payment terms shall be fully or partially agreed upon as pre-ship payment, such payment shall be made within 14 (fourteen) days of the starting date of
the delivery window.

5. DEFECTIVE PRODUCTS & PRODUCTS EXCHANGES

The customer should immediately check the goods upon delivery. In the case that the
delivered goods do not comply with the contracted goods, a written complaint must be made within a period of 8 (eight) days from receipt of the goods. Following the receipt of such a
complaint, Nanushka will state its position regarding the validity of the complaint. In the case that no complaint is made within the stated deadline, any complaint or the returned goods will
not be accepted. Note that exchanges will only be accepted within the same season. The value of the replacement should be 15% higher than the value of goods returned from the originally ordered from Nanushka. Complaints/exchanges/repairs will be accepted only by submitting a
return authorization form (RA) with a valid authorization number issued by Nanushka. All goods must be returned in their original condition.

6. PAYMENT

Nanushka reserves the right to cancel the order if the payment is not made within the deadline
indicated on the invoice. In case of non-payment, if other terms are not agreed in respect of
the default interest, a 2% (two percent) late payment interest will be charged per week from
the due date until the date of the actual payment. If the customer fails to make payment, the
legal provisions on debt collection shall apply. Nanushka reserves the right to change payment terms at its sole discretion (e.g. demand pre-payment before delivery) until an order has been dispatched, in the cases (i) if a customer has an overdue debt with Nanushka, (ii) if a customer has previously canceled order, or (iii) if Nanushka receives an indication that a
customer is in financial distress. Nanushka reserves the right to cancel the order if payment is not made in due time. Any loss that Nanushka incurs as a result of the above shall be fully paid by the customer. The customer is not entitled to set off any counter-claims against
Nanushka unless it has been previously acknowledged by Nanushka in writing, and the customer is not entitled to withhold any part of the purchase price referring to counter-claims.
Bank charges shall be fully borne by the customer. All costs arising in relation to the debt collection carried out by Nanushka shall be fully paid by the customer.

7. OWNERSHIP

All goods shall remain Nanushka’s property until full payment has been made. All costs
incurred in connection with the enforcement of the retention of title shall be paid by the
customer.

8. LIMITATION OF LIABILITY

The compensation for any damages to be paid by Nanushka shall be limited to the total
amount of the orders made by the customer in the relevant season. This applies not only to any delivery by Nanushka of defect goods, but also to lost orders and delayed delivery.

9. FORCE MAJEURE

Nanushka shall not be liable for any claims or failed delivery, in the case that delivery is
rendered impossible through circumstances outside Nanushka's control. Such circumstances
include industrial action, labor market conflicts, natural disasters, change of law, war or
similar conditions, either in Hungary, or in the country of production of the goods, or in the country of delivery.

10. APPLICABLE LAW

This GTC shall be governed by Hungarian law.