CASUALIST

TERMS & CONDITIONS OF SALE

WHOLESALE — SPRING / SUMMER 2027

These Terms and Conditions of Sale (hereinafter "T&Cs") govern all wholesale transactions between CASUALIST (hereinafter "the Brand" or "the Seller") and any professional buyer (hereinafter "the Buyer" or "the Retailer") placing orders for the Spring/Summer 2027 collection. Any order placed with CASUALIST implies full and unconditional acceptance of these T&Cs, which shall prevail over any conflicting terms issued by the Buyer.

1. ORDERS

All orders must be placed in writing using the official CASUALIST order form or via the designated B2B wholesale platform. Orders are only considered firm and binding upon written confirmation issued by CASUALIST.

CASUALIST reserves the right to accept or decline any order at its sole discretion, including but not limited to cases of outstanding invoices, creditworthiness concerns, or non-compliance with minimum order requirements.

Minimum Order Quantity (MOQ) and Minimum Order Value (MOV) shall be communicated to the Buyer prior to placing an order and may vary by collection or geographic territory.

Any modification or cancellation of a confirmed order must be made in writing and is subject to prior written approval by CASUALIST. In the event of cancellation by the Buyer within seven (7) business days following the dispatch of the written order confirmation by CASUALIST, a cancellation fee equal to fifty percent (50%) of the total order amount (excluding taxes) shall be due and payable by the Buyer to CASUALIST, regardless of whether the deposit has already been paid. This cancellation fee reflects the administrative, planning, and production costs incurred by CASUALIST upon order confirmation. Beyond this 7 business-day window, no cancellation will be accepted and the order shall remain fully binding.

2. PRICES & CURRENCY

All prices are expressed in Euro (€) and are exclusive of taxes, duties, and any applicable charges. The applicable price list is that in force at the time of the order confirmation.

CASUALIST reserves the right to modify its price list at any time. However, confirmed orders will not be subject to price increases, except in cases of significant currency fluctuation (exceeding 5% from the date of order confirmation to the date of invoice).

Wholesale prices indicated in the price list are exclusive of VAT, customs duties, shipping costs, and local taxes. These remain the sole responsibility of the Buyer.

CASUALIST does not apply automatic currency conversion. Any exchange rate risk borne by the Buyer is their sole responsibility.

3. PAYMENT TERMS

Payment for all orders shall be structured as follows:

• 50% Deposit: Due and payable upon written order confirmation by CASUALIST. Orders will not be processed or entered into production scheduling until the deposit is received in full.

• 50% Balance (Pre-Shipment): Due and payable prior to shipment of the goods, upon receipt of the pre-shipment invoice issued by CASUALIST. Goods will not be released for dispatch until full payment of the balance is confirmed.

Payment shall be made by bank transfer to the account designated in the invoice. All bank charges, transfer fees, and currency conversion costs are borne exclusively by the Buyer. CASUALIST's bank account must receive the full invoice amount net of all charges.

In the event of late payment of the pre-shipment balance, CASUALIST reserves the right to:

• Delay or cancel shipment of the concerned order

• Apply late payment interest at the rate of three (3) times the applicable legal interest rate in force in France, calculated from the due date until full payment

• Demand immediate payment of all outstanding amounts across all orders

The deposit paid is non-refundable in the event of cancellation by the Buyer after order confirmation, except in cases of proven Force Majeure or material failure by CASUALIST.

4. DELIVERY — INCOTERM EX WORKS (EXW)

All sales are made on EX WORKS (EXW) terms, as defined in the ICC Incoterms® 2020, at the named premises of CASUALIST (or its logistics partner). Under these terms:

• Risk of loss and damage to the goods transfers to the Buyer at the moment the goods are made available at the named place.

• The Buyer is solely responsible for all costs and risks related to loading, carriage, export customs clearance, transit, import customs clearance, duties, taxes, and delivery to the final destination.

• CASUALIST's obligation is fulfilled when the goods are made available to the Buyer or to the Buyer's designated carrier at the named place.

The Delivery Window for the SS27 collection is confirmed as follows:

CASUALIST will communicate pick-up availability notices to the Buyer no less than five (5) business days in advance. It is the Buyer's responsibility to arrange collection within the notified timeframe. Failure to collect within the agreed window may result in storage charges or cancellation of the order at CASUALIST's discretion.

CASUALIST makes reasonable efforts to meet the indicated delivery window but shall not be held liable for delays arising from Force Majeure events, supply chain disruptions, or circumstances beyond its control.

5. ACCEPTANCE OF GOODS & CLAIMS

Upon collection or receipt of goods, the Buyer must inspect the goods and verify the conformity of the delivery with respect to quantity and reference. Any visible defects, missing items, or discrepancies must be noted on the carrier's delivery receipt at the time of collection.

Any written claim for non-conformity, visible defects, or quantity discrepancies must be submitted to CASUALIST within five (5) business days of collection. Claims submitted after this period will not be accepted.

Claims related to hidden defects must be submitted in writing within thirty (30) days of discovery. They must include a detailed description of the defect and photographic evidence. CASUALIST reserves the right to verify the claim prior to offering any remedy.

In the event of a valid and accepted claim, CASUALIST's liability is limited to, at its sole discretion: replacement of the defective items, credit note, or partial refund. No claim shall give rise to cancellation of the entire order or claim for consequential damages.

6. TRANSFER OF TITLE & RISK

Notwithstanding the EX WORKS delivery terms, legal title to the goods shall remain with CASUALIST until full payment of all sums due under the relevant order has been received (retention of title clause — clause de réserve de propriété).

Risk passes to the Buyer at the moment the goods are made available at the named EXW premises, in accordance with Incoterms® 2020.

In the event of non-payment, CASUALIST reserves the right to reclaim the goods and the Buyer undertakes to facilitate such recovery without obstacle.

7. INTELLECTUAL PROPERTY

All intellectual property rights related to CASUALIST's products, trademarks, visuals, lookbooks, product names, and associated content remain the exclusive property of CASUALIST.

The Buyer is granted a limited, non-exclusive, non-transferable licence to use CASUALIST's brand assets solely for the purpose of promoting and selling the purchased products within their authorised retail channel and territory. Any use beyond this scope requires prior written approval from CASUALIST.

The Buyer shall not alter, modify, or reproduce CASUALIST's brand assets without written authorisation. Unauthorised use may result in immediate termination of the commercial relationship.

8. RESALE RESTRICTIONS & BRAND PROTECTION

The Buyer agrees to sell CASUALIST products exclusively through approved retail channels (brick-and-mortar boutiques, authorised e-commerce platforms) as agreed in writing with CASUALIST.

Resale through unauthorised third-party marketplaces (including but not limited to multi-brand grey-market platforms) is strictly prohibited without prior written consent from CASUALIST.

The Buyer undertakes to maintain a retail price consistent with CASUALIST's suggested retail price (SRP) recommendations. While CASUALIST respects the Buyer's pricing autonomy, aggressive discounting that damages brand equity may be grounds for review of the wholesale relationship.

CASUALIST reserves the right to conduct periodic audits of authorised retail channels and take action in cases of non-compliance.

9. FORCE MAJEURE

Neither party shall be held liable for any failure or delay in performance resulting from events beyond their reasonable control, including but not limited to: acts of God, natural disasters, pandemics, armed conflict, government restrictions, strikes, significant supply chain disruptions, or transportation failures ("Force Majeure Events").

The party invoking Force Majeure must notify the other party in writing within five (5) business days of the occurrence of the event, providing reasonable details and an estimated duration.

If a Force Majeure event persists for more than sixty (60) calendar days, either party may terminate the affected order with written notice, without liability. Any deposit paid may be refunded on a pro-rata basis subject to mutual agreement.

10. CONFIDENTIALITY

The Buyer agrees to treat as strictly confidential all commercial information, pricing, terms, and product details communicated by CASUALIST in the context of the wholesale relationship. This information may not be disclosed to third parties without the prior written consent of CASUALIST.

This confidentiality obligation survives the termination of any commercial relationship and remains in effect for a period of three (3) years from the date of last disclosure.

11. GOVERNING LAW & DISPUTE RESOLUTION

These Terms and Conditions of Sale are governed by and construed in accordance with English law (droit anglais).

In the event of a dispute arising from or in connection with these T&Cs, the parties shall first seek to resolve the matter amicably through good-faith negotiation within thirty (30) days of written notice of the dispute.

Failing amicable resolution, the parties irrevocably submit to the exclusive jurisdiction of the Commercial Courts of London, United Kingdom. 

These T&Cs are drawn up in English and French. In case of any inconsistency between the two versions, the French version shall prevail in proceedings before French courts.

12. MISCELLANEOUS

If any provision of these T&Cs is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

These T&Cs constitute the entire agreement between the parties with respect to the wholesale relationship for the SS27 collection and supersede all prior representations or agreements.

CASUALIST reserves the right to amend these T&Cs for future seasons. Any material changes will be communicated to Buyers in writing prior to the opening of the relevant sales campaign.

Last updated: SS27 Season — May 2025

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