1. DEFINITIONS

1.1 In these General Conditions of Supply, the following terms shall have the meanings set out below:

a) “Justmine Srl”: Justmine Srl;

b) “Purchaser”: the natural or legal person requesting to purchase products from Justmine Srl;

c) “Party” / “Parties”: Justmine Srl and the Purchaser, individually or jointly;

d) “Order” / “Orders”: the purchase order(s) issued by the Purchaser to Justmine Srl;

e) “Products”: all products offered by Justmine Srl and described in its catalogues, drawings, technical data sheets or brochures;

f) “General Conditions”: these General Conditions of Supply.

2. SCOPE OF APPLICATION

2.1 These General Conditions are valid for an indefinite period and apply to every sale concluded between Justmine Srl and the Purchaser concerning the Products.

2.2 The Purchaser may not invoke or rely on conditions other than those contained herein. Any terms stated by the Purchaser on the Order, during negotiations, or after acceptance or knowledge of these General Conditions—including the Purchaser’s general purchasing conditions—shall be null and void. Partial performance of an Order by Justmine Srl shall not be construed as tacit acceptance of any conditions not expressly agreed in writing by Justmine Srl.

2.3 These General Conditions apply exclusively to relationships between Justmine Srl and professional operators. Accordingly, Italian Legislative Decree No. 206 of 6 September 2005 (Consumer Code), as amended, shall not apply.

2.4 In the event of conflict, any different written agreement between the Parties (including commercial terms letters or specific contracts) shall prevail over these General Conditions.

3. CONCLUSION OF THE SALES CONTRACT

3.1 The Order submitted by the Purchaser constitutes an irrevocable and binding offer:

• for Spring/Summer collections: until 31 October following the date of the offer;

• for Autumn/Winter collections: until 30 April following the date of the offer.

3.2 Within the above periods, Justmine Srl may, at its sole discretion, accept or reject the Order by written notice to the Purchaser.

3.3 The sales contract shall be deemed concluded upon acceptance of the Order or upon execution thereof by Justmine Srl. From that moment, the Purchaser may not cancel the Order without Justmine Srl’s prior written consent.

Quotations or estimates issued by Justmine Srl or its representatives are not binding until acceptance. The Order Confirmation issued by Justmine Srl contains all final and binding contractual terms and replaces the Purchaser’s Order in full. Any modifications stated in the Order Confirmation shall be deemed accepted unless objected to in writing within 24 working hours of receipt.

3.4 If the Purchaser cancels an Order prior to acceptance or execution, Justmine Srl may claim reimbursement of incurred costs and compensation for further damages.

4. DELIVERIES

4.1 Delivery dates are indicative only and apply under normal working and supply conditions.

4.2 The Purchaser waives any claim for damages arising from delivery delays or partial deliveries, unless caused by Justmine Srl’s wilful misconduct or gross negligence.

4.3 In the event of force majeure, irregular supply of raw materials, subcontracting issues, or other unforeseen circumstances, delivery dates shall be extended without liability. Partial deliveries shall not entitle the Purchaser to refuse the Products.

4.4 If delivery is prevented for reasons not attributable to Justmine Srl, delivery shall be deemed effected upon notice that the Products are ready for collection. Storage costs equal to 2% of the net invoice amount per full week may be charged. After six months, Justmine Srl may sell the Products and retain proceeds as liquidated damages, without prejudice to recovery of the invoiced amount.

All risks during storage remain with the Purchaser. Partial or split deliveries are permitted. Delivery dates are not of the essence unless expressly agreed in writing.

5. LIABILITY

5.1 Justmine Srl shall not be liable for non-performance caused by events beyond its reasonable control, including force majeure events.

5.2 Except in cases of wilful misconduct or gross negligence, Justmine Srl shall not be liable for indirect or consequential damages, loss of profit, or personal or property damage. Total liability shall in any case be limited to the price paid for the relevant Products, plus any insurance recovery.

6. PAYMENTS

6.1 Payments shall be made in accordance with the terms stated in the Order Confirmation and/or invoice.

6.2 Failure to pay when due, deterioration of the Purchaser’s financial condition, or any breach shall result in immediate forfeiture of payment terms. Justmine Srl may demand immediate payment of all outstanding amounts.

6.3 In such cases, Justmine Srl may suspend deliveries, revoke credit lines, or require guarantees, without liability.

7. RISKS

7.1 Products always travel at the Purchaser’s risk, even if sold carriage paid.

7.2 Upon receipt, the Purchaser must immediately inspect the Products and notify the carrier in writing of any defects or shortages. Failure to do so shall result in forfeiture of claims.

8. APPLICABLE LAW, JURISDICTION & LANGUAGE

8.1 All contracts are governed exclusively by Italian law.

8.2 Any dispute shall fall under the exclusive jurisdiction of the Court of Novara, without prejudice to Justmine Srl’s right to sue at the Purchaser’s domicile.

9. ACCEPTANCE

Signature in confirmation of the Order and acceptance of these General Conditions of Supply and confidentiality undertaking.