B2B Sales Terms and Conditions

These Terms apply to all B2B Orders placed by the Buyer with SHOLTI unless the parties have agreed otherwise in writing for a particular transaction.

Unless expressly agreed otherwise in writing, the seller of the Goods and the Buyer's contracting party is SHOLTI OPERATIONS LLC.

The contract of sale is entered into directly between SHOLTI and the Buyer, irrespective of whether procurement, storage, picking, packing, consolidation, export formalities or handover of the Goods to a Carrier are carried out with the involvement of independent suppliers, warehouses, 3PL operators, brokers or other third parties.

The physical route of the Goods and the involvement of such parties do not alter the contractual relationship between SHOLTI and the Buyer.

A Buyer is a legal entity, individual entrepreneur or other professional market participant to whom SHOLTI has granted B2B access or with whom SHOLTI has otherwise established a B2B commercial relationship.

Any person acting on behalf of the Buyer represents that he or she has the necessary authority to do so.

SHOLTI and the Buyer may agree individual commercial terms by means of a separate agreement, commercial offer, Invoice, Order confirmation or other written agreement.

In the event of a direct conflict between these Terms and individually agreed terms, the individually agreed terms shall prevail solely in relation to the relevant transaction and only to the extent of such conflict.

B2B access is available exclusively to professional Buyers approved by SHOLTI.

Submission of an application, provision of documents or commencement of registration does not guarantee approval of an account, access to particular brands, Goods, prices or Private Offers, or the ability to place Orders.

SHOLTI may request information and documents reasonably necessary to identify the Buyer, verify its professional activities, assess its commercial profile, prevent fraud and comply with Trade Compliance requirements.

The Buyer must provide accurate, complete and up-to-date information and notify SHOLTI of material changes to such information.

Decisions regarding the granting, continuation or review of B2B access are made by SHOLTI taking into account commercial, legal and Compliance considerations.

SHOLTI may re-verify the Buyer and request updated information.

The granting of B2B access does not oblige SHOLTI to accept any future Order.

The B2B account is associated with the relevant Buyer.

The Buyer is responsible for the actions of persons to whom it grants access to the account and must take reasonable measures to protect access credentials.

If unauthorised use is suspected, the Buyer must notify SHOLTI without undue delay.

Unless individually agreed otherwise, the base minimum purchase volume is EUR 1,000 per calendar month.

The calendar month in which B2B access is first granted is excluded from the calculation. The requirement applies from the following full calendar month.

A single failure to reach the minimum volume does not automatically result in access restrictions.

In the event of repeated failure to reach the minimum volume, SHOLTI may review the terms of cooperation or B2B access, taking into account the history of the relationship, seasonality and other commercial circumstances.

If no Orders are placed for three consecutive calendar months, SHOLTI may designate the account as inactive or restrict or suspend B2B access.

Such action is not automatic.

Restoration of access is subject to re-approval by SHOLTI. SHOLTI may request updated Buyer information.

SHOLTI may conduct B2B sales through its platform, API and other integrations, Private Offers, individual commercial offers and other professional sales channels.

Access to one channel does not automatically provide access to other channels, Goods, brands or commercial terms.

For assortment creation and procurement of Goods, SHOLTI may use an independent network of suppliers, including distributors, boutiques, retail and wholesale companies and other professional sources.

The composition of suppliers, brands, assortment and commercial offers may change.

Unless expressly stated otherwise, the Buyer purchases the Goods directly from SHOLTI.

The fact that Goods are located at a supplier's premises, warehouse or 3PL operator, or are dispatched directly from such location, does not create a contract of sale between the Buyer and the relevant third party.

SHOLTI may engage independent technology providers, payment service providers, warehouses, 3PL operators, brokers, Carriers and other contractors to perform individual operations.

SHOLTI may modify, update, restrict or discontinue individual functions of the platform, API and other B2B channels.

Such changes do not, by themselves, alter the terms of Orders already placed.

Information concerning the Goods may be obtained wholly or partly from independent suppliers and other professional sources.

Such information may include brand, model, SKU, category, colour, material, size, images, season, quantity, recommended retail price, B2B price and other characteristics.

SHOLTI takes reasonable measures to provide current commercial information but does not warrant that data obtained from independent sources will be free from isolated errors, discrepancies or update delays.

Images are used to identify and present the Goods.

Minor differences in shade, packaging or other visual characteristics caused by photography, screen display, manufacturing variations or packaging changes do not, by themselves, constitute non-conformity where the essential characteristics of the Goods remain consistent.

Information regarding quantities and availability is dynamic and may change between the time the Goods are viewed and the time the Order is actually processed.

Displayed availability is not a guarantee that the relevant quantity will remain available and does not constitute a reservation of the Goods.

Adding Goods to a cart, placing an Order through the platform or API, or submitting an Order through another authorised method does not automatically reserve the relevant Goods with an independent supplier.

If, after an Order is placed, a particular item, size or quantity becomes unavailable, SHOLTI may adjust the affected part of the Order in accordance with these Terms.

Substitution with different Goods is permitted only with the Buyer's consent.

SHOLTI may add, remove or restrict access to particular brands, categories, collections and Goods taking into account availability, commercial terms, territory, supplier requirements, applicable law, Trade Compliance and other objective factors.

B2B access does not automatically entitle the Buyer to access SHOLTI's entire assortment.

SHOLTI may determine the brands, categories, collections, Private Offers, price lists, B2B prices, discounts and other commercial terms available to a particular Buyer, taking into account its commercial profile, market, cooperation history, purchase volume, supplier requirements, territorial restrictions and other objective factors.

The fact that a particular Good or offer is not available to one Buyer does not mean that it is unavailable to other Buyers.

The price shown to the Buyer at the time an Order is placed is the price on the basis of which the Buyer places the relevant Order, subject to Clause 5.3.

If the supplier increases the price of the Goods before final procurement, SHOLTI will notify the Buyer before applying the new price.

The new price does not apply automatically.

The Buyer may accept the new price or decline the affected item. Such refusal is not treated as a cancellation initiated by the Buyer and is not subject to the restrictions in Section 10.

A subsequent reduction in the supplier's price, a new discount, promotion or other offer does not entitle the Buyer to a repricing of an Order already placed unless SHOLTI agrees otherwise in writing.

Unless expressly stated otherwise, the published or individually offered B2B price is the price of the Goods.

It does not include carriage, Carrier or freight-forwarding services, transfer to a third-party logistics company selected by the Buyer, export formalities, insurance, import duties, taxes, customs charges or other third-party costs associated with the Buyer's chosen transport or import arrangement.

Placement of an Order through the B2B platform, an authorised API or integration, or another agreed channel constitutes the Buyer's binding commitment to purchase the specified Goods and creates an obligation to pay for them in accordance with these Terms.

Cancellation is permitted only in accordance with Section 10.

Each Order becomes independently binding when placed, regardless of when SHOLTI issues the corresponding Invoice.

SHOLTI may combine several Orders placed by the Buyer into a single Invoice.

Unless an alternative schedule has been individually agreed, Invoices are issued at the end of each Business Day.

Combining Orders into one Invoice does not change the time at which each Order was placed and does not create a new cancellation period.

Unless otherwise agreed individually in writing, an Invoice must be paid in full on the date on which it is issued.

SHOLTI may agree with individual Buyers an alternative payment schedule, deferred payment, partial payment, a Credit Limit or other payment terms.

SHOLTI's base settlement currency is EUR.

SHOLTI may also issue Invoices in USD, GBP, GEL or another supported and agreed currency.

Where an Invoice is issued in a currency other than EUR, the amount is determined using the exchange rate applied by SHOLTI's servicing bank at the time the Invoice is issued.

If the Invoice is paid in full and on time, the amount in the invoiced currency is fixed.

In the event of late payment, SHOLTI may recalculate the unpaid amount using the then-applicable exchange rate and issue an updated Invoice.

SHOLTI does not add a separate surcharge solely for use of an agreed payment method.

Acquiring or payment-provider fees charged directly to SHOLTI for accepting payment are borne by SHOLTI.

Fees charged by the Buyer's bank, correspondent bank, card issuer or other intermediary in connection with sending the Buyer's payment are borne by the Buyer.

For bank transfers, the Buyer must ensure that SHOLTI receives the full amount of the Invoice.

Where offered by SHOLTI for a particular transaction, payment may be made through supported digital asset or other alternative payment methods.

Availability of any such payment method is not guaranteed and may depend on the Buyer, transaction, currency, jurisdiction, applicable law, Compliance requirements and the terms or availability of the relevant payment service provider.

The Buyer may be required to complete additional identification, verification, AML/KYC, sanctions or other compliance procedures before a digital asset or alternative payment method is made available or accepted.

SHOLTI may refuse, suspend or withdraw a particular payment method where reasonably necessary for legal, regulatory, Compliance, banking, payment-provider or risk-management reasons.

Where a third-party payment provider is used, processing may also be subject to that provider's applicable terms, procedures, limits and compliance requirements.

Unless expressly stated otherwise, the availability of a payment method does not mean that SHOLTI provides banking, payment, exchange, custody, virtual-asset or other regulated financial services itself.

Unless individually agreed otherwise, partial payment of an Invoice does not constitute full performance of the payment obligation.

SHOLTI may withhold the relevant Goods from handover for carriage until the full amount due has been received.

SHOLTI may continue processing an Order on the basis of reliable evidence of full payment before the funds are actually credited.

Such evidence does not constitute final proof that payment has been received.

If the payment is rejected, cancelled or reversed, or if the funds are not received within the normal timeframe for the relevant payment method, SHOLTI may request additional evidence and the Buyer must make payment by another agreed method.

Late payment does not constitute cancellation of an Order and does not release the Buyer from obligations relating to Goods already procured by SHOLTI or in respect of which SHOLTI's obligations to the supplier have become irreversible.

SHOLTI does not guarantee that the supplier's original availability will be preserved during a payment delay and may adjust the Order to reflect quantities actually available.

SHOLTI may suspend acceptance or processing of new Orders, handover of any of the Buyer's Goods to a Carrier, any existing Credit Limit and other payment privileges.

Where overdue amounts exist, SHOLTI may also withhold Goods under other Orders, including fully paid Orders, until the overdue amounts have been settled.

Unless individually agreed otherwise, SHOLTI does not impose standard contractual late-payment penalties or default interest.

SHOLTI retains the right to recover reasonable, documented costs directly associated with collection of overdue amounts to the extent permitted by applicable law.

SHOLTI may grant an individual Buyer a Credit Limit or deferred-payment arrangement, taking into account cooperation history, payment discipline, purchase volume and other commercial or financial factors.

A Credit Limit is a commercial privilege and not a right of the Buyer.

SHOLTI may review, reduce, suspend or withdraw a Credit Limit.

A Credit Limit is suspended upon the occurrence of overdue payment. Settlement of the overdue amount does not automatically reinstate the previous limit.

A Chargeback, bank dispute or card-payment dispute does not, by itself, cancel the relevant Order or release the Buyer from existing obligations.

While such dispute is being reviewed, SHOLTI may suspend new Orders, handover of Goods, the Credit Limit or B2B access.

SHOLTI may provide banks and payment service providers with documents and information relating to the relevant transaction.

The Buyer's B2B account may separately record:

**"Account Credit"** - amounts credited in favour of the Buyer as a result of cancellation or adjustment of an Order, an approved Claim or another agreed financial settlement; and

**"Prepaid Balance"** - funds voluntarily transferred by the Buyer to SHOLTI in advance for future purchases pursuant to an individual arrangement.

Account Credit and Prepaid Balance are recorded separately.

Unless another settlement method is individually agreed, the relevant amount may be credited to the Buyer's Account Credit for use against future Orders.

A direct refund to a bank account, card or by another payment method is handled individually by agreement with SHOLTI and is not the standard method of settlement.

Account Credit must be used within 90 calendar days from the date on which it is credited.

After that period, the amount ceases to be automatically available for payment of new Orders. Any further use, extension or other settlement is determined individually with SHOLTI, subject to applicable law.

The Buyer may establish a Prepaid Balance only by individual agreement with SHOLTI.

Funding a Prepaid Balance does not, by itself, reserve particular Goods, sizes, quantities or prices.

The 90-day period applicable to Account Credit does not apply to Prepaid Balance.

The Buyer may request the return of any unused Prepaid Balance.

Before making a refund, SHOLTI may set off against it all amounts and obligations owed by the Buyer to SHOLTI.

The remaining amount is returned to the relevant Buyer subject to applicable banking, payment, AML/KYC and Compliance requirements.

Where an amount becomes payable by the Buyer, available Customer Balance is applied in the following order:

1. Account Credit;
2. Prepaid Balance;
3. new payment by the Buyer.

Where several Account Credit amounts exist, the amount with the earliest expiry of its 90-day period is used first.

If Customer Balance covers only part of an obligation, the Buyer must pay the remaining amount in the ordinary manner.

Account Credit and Prepaid Balance are recorded exclusively in EUR.

Where Customer Balance is applied to an Invoice in another currency, the relevant amount is converted from EUR using the exchange rate applied by SHOLTI for that transaction.

Customer Balance belongs exclusively to the relevant Buyer and may not be transferred, assigned, sold, gifted or moved to another B2B customer, company, related person or third party.

Customer Balance may not have a negative value.

Any debt owed by the Buyer to SHOLTI is recorded separately.

No interest, yield, bonus or other financial return accrues on Account Credit or Prepaid Balance.

Customer Balance is not a bank deposit, investment product or other interest-bearing financial product.

SHOLTI procures Goods through independent professional suppliers and commercial sources, including distributors, boutiques, retail and wholesale companies.

SHOLTI determines the source from which particular Goods are procured and is not required to disclose the relevant commercial supply chain to the Buyer unless required by applicable law or individually agreed terms.

Goods offered and sold by SHOLTI as original branded Goods are sold by SHOLTI as authentic Goods of the relevant brands.

Where the Buyer has reasonable grounds to question the authenticity of particular Goods received, the Buyer may submit a Claim to SHOLTI in accordance with Section 15.

The sale of authentic Goods of a particular brand does not, by itself, mean that SHOLTI is an official distributor, agent, representative, licensee or official partner of that brand unless SHOLTI expressly states otherwise.

The Buyer may request full or partial cancellation of an Order only during the same calendar day on which the Order was placed.

A cancellation request does not automatically cancel the Order.

SHOLTI will make reasonable efforts to cancel the corresponding procurement with the supplier, but the ability to cancel depends on the stage of processing and the actions of the independent supplier.

If the supplier has already confirmed or processed the procurement, or SHOLTI's obligation to the supplier has otherwise become irreversible, the Buyer must accept and pay for the relevant Goods.

After the end of the calendar day on which the Order was placed, the Buyer may not unilaterally cancel it.

Failure to pay an Invoice is not a method of cancelling an Order.

If the supplier increases the price after the Order has been placed, Clause 5.3 applies.

The Buyer's refusal to accept the increased price is not treated as a cancellation initiated by the Buyer.

SHOLTI may cancel an Order in whole or in part where performance has become impossible, unlawful or materially impeded for objective reasons, including:

• unavailability of the Goods;
• cancellation by, or inability of, the supplier to fulfil the procurement;
• a material error in price, characteristics or product data;
• a technical error in the platform, API or supplier data;
• inability lawfully to supply the relevant country or recipient;
• sanctions, export, customs or other legal restrictions;
• a material fraud or Compliance Risk; or
• other objective circumstances preventing lawful performance of the Order.

SHOLTI will notify the Buyer of the cancellation within a reasonable period.

Where the relevant ground affects only a particular item, size or quantity, SHOLTI may cancel only the affected part of the Order.

The remainder of the Order remains in force.

Partial unavailability does not entitle the Buyer to cancel the remaining available items.

If cancellation or adjustment of an Order results in an amount becoming due in favour of the Buyer, it will be settled in accordance with the Account Credit provisions of Section 8 unless another method is individually agreed.

SHOLTI may use independent warehouses and 3PL operators for receipt, storage, picking, packing, consolidation and preparation of Goods for handover to a Carrier.

Use of such third parties does not alter the contractual relationship between SHOLTI and the Buyer.

When preparing a shipment, SHOLTI or the relevant 3PL operator records the number of packages and weight in accordance with the applicable procedure.

Depending on the applicable procedure, photographic or video records of picking and packing may also be made.

Unless individually agreed otherwise, the Buyer independently determines the method of onward carriage and selects the Carrier, freight forwarder or logistics company.

SHOLTI is not a Carrier or freight forwarder and does not provide the Buyer with a standalone international carriage service.

SHOLTI or its 3PL operator may, on the Buyer's instructions, perform technical actions required to prepare the shipment for handover to the selected Carrier, including arranging a pickup, label or AWB.

Such actions do not make SHOLTI a Carrier or freight forwarder.

SHOLTI may recommend Carriers, freight forwarders or logistics companies.

Such recommendation does not mean that the relevant company is SHOLTI's agent and does not constitute acceptance by SHOLTI of responsibility for that company's acts or omissions.

Under the agreed arrangement, a transport or logistics company selected by the Buyer may collect the prepared shipment directly from the warehouse or 3PL facility.

If, at the Buyer's instruction, the Goods must be moved to another handover location, the resulting additional costs are borne by the Buyer unless otherwise agreed in writing.

Costs associated with the Buyer's chosen method of carriage, Carrier, freight forwarder, insurance and other logistics services are borne by the Buyer unless otherwise agreed in writing.

By prior agreement, SHOLTI may arrange handover of the Goods without including SHOLTI commercial materials where disclosure of such materials is not required for carriage.

SHOLTI does not guarantee complete anonymity of the supply chain where relevant information must appear in transport, export, customs, tax or other mandatory documentation.

After placing an Order, the Buyer may request a change of recipient, address or other handover instructions.

A change takes effect only after confirmation by SHOLTI.

SHOLTI may refuse a requested change if the Goods are already being processed or transported, the change is technically impossible, or it creates a customs, export, sanctions or other Compliance Risk.

Additional costs arising from a change requested by the Buyer are borne by the Buyer.

Depending on the agreed logistics arrangement, export formalities may be carried out by a customs broker or other partner of SHOLTI, or by a transport, logistics or brokerage company selected by the Buyer.

SHOLTI provides commercial documents and information in its possession that are reasonably required for proper export formalities.

Where export formalities are carried out by SHOLTI's partner or broker, the related costs are paid by the Buyer and are not included in the price of the Goods unless otherwise agreed in writing.

Where such formalities are carried out by the Buyer's company, the Buyer independently arranges and pays for them.

Unless otherwise agreed in writing, SHOLTI does not act as importer of the Goods in the country of destination.

Import customs clearance is carried out by the Buyer or the recipient designated by the Buyer in accordance with applicable law and the chosen delivery arrangement.

Import duties, VAT and other taxes, customs charges, customs-representative fees and other costs in the country of destination or of the recipient are not included in the price of the Goods and are paid by the Buyer or its designated recipient.

The Buyer must provide, in a timely manner, information and documents required from its side.

SHOLTI is not responsible for delay, detention or failure to release the Goods caused by acts or omissions of the Buyer, recipient, selected Carrier or broker, or by mandatory requirements of governmental authorities, unless the relevant circumstance was caused by SHOLTI's breach.

The risk of loss, damage, shortage or deterioration of the Goods during onward carriage passes to the Buyer upon confirmed handover of the shipment to the Carrier, freight forwarder or logistics company selected or approved by the Buyer.

Handover may be evidenced by signature, AWB, pickup confirmation, 3PL document, tracking event or other documentary or electronic evidence of acceptance.

Following confirmed handover, SHOLTI is not responsible for loss, damage, opening, missing packages, delay or other events occurring during onward carriage as a result of the acts or omissions of the Carrier, freight forwarder or other logistics company.

Transport-related claims must be pursued against the Carrier in accordance with the terms applicable to the carriage.

Transfer of transport risk does not release SHOLTI from responsibility for a proven picking, quantity or packing error that existed before handover to the Carrier.

The Buyer independently determines whether and on what terms the shipment is insured and bears the relevant costs.

The absence of insurance or insufficient insurance coverage does not transfer transport risk back to SHOLTI.

The Carrier's representative must be given a reasonable opportunity to inspect the number of packages and the external condition of the packaging before acceptance.

Acceptance by the Carrier without reservation confirms the number of packages handed over and the absence of obvious external damage to the packaging at the time of handover.

The Buyer must arrange inspection of the Goods without undue delay after receipt by the Buyer or its designated recipient.

Claims concerning shortages within the shipment, incorrect picking, incorrect Goods, SKU or size, defects or other non-conformity must be submitted to SHOLTI no later than 48 hours after receipt of the relevant shipment by the Buyer or its designated recipient.

Claims submitted after that period may be rejected to the extent permitted by applicable law.

A Claim must contain sufficient information to identify the Order and relevant Goods, a description of the alleged non-conformity and reasonably available supporting materials.

SHOLTI may request photographs of the Goods and packaging, transport labels, Carrier documents, an unpacking video and other evidence reasonably required to assess the Claim.

An unpacking video is not a mandatory requirement for every shipment but may be requested in connection with a particular Claim.

Submission of a Claim does not, by itself, constitute an admission of liability by SHOLTI or automatically create an entitlement to compensation.

If a Claim is confirmed, SHOLTI will determine the appropriate remedy taking into account the nature of the non-conformity and the circumstances of the particular case. The remedy may include replacement, full or partial Account Credit, a refund or another agreed settlement.

SHOLTI is not responsible as for a defect in the Goods for damage or deterioration arising after transfer of risk as a result of carriage, improper storage, use, handling or acts of the Buyer, its customer or other third parties.

Goods that are of satisfactory quality and conform to the Order may not be returned or exchanged at the Buyer's unilateral initiative.

Lack of demand, refusal by the Buyer's end customer, an unsuitable size for the end customer, changes in commercial plans, excess quantities or similar commercial reasons do not constitute grounds for return.

SHOLTI may, in an exceptional case, voluntarily agree to the return or exchange of conforming Goods.

Such consent must be given by SHOLTI and does not create a right to an equivalent return in the future.

Where SHOLTI agrees to the return of conforming Goods, the costs of return carriage, the Carrier, freight forwarder, customs procedures and other related expenses are borne by the Buyer unless otherwise agreed in writing.

The risk of loss or damage during return carriage remains with the Buyer until the Goods are actually received at the location designated by SHOLTI.

Preliminary approval of a return does not constitute automatic final acceptance of the Goods or financial settlement.

SHOLTI may inspect the condition, completeness, original tags, markings and packaging and verify the absence of signs of use or damage.

Where a return becomes necessary as a result of a confirmed error or non-conformity attributable to SHOLTI, the return procedure and allocation of the relevant costs are determined by SHOLTI taking into account the circumstances of the confirmed Claim.

Unless expressly stated otherwise, the Buyer may resell purchased Goods in the course of its professional activities.

SHOLTI may impose specific restrictions for particular brands, Goods, offers, territories, countries or sales channels where such restrictions arise from the terms of the offer, supplier or rights-holder requirements, applicable law, sanctions, export controls or Trade Compliance.

The Buyer's end customers, clients and other recipients are not parties to the contract with SHOLTI and acquire no independent rights under these Terms.

All Claims against SHOLTI must be submitted by the Buyer or its duly authorised representative.

SHOLTI is not obliged to deal directly with Claims submitted by the Buyer's end customers.

The Buyer independently determines its relationship with its own customers and is responsible for the sales terms, returns, compensation and other obligations applicable to those customers.

An obligation of the Buyer to provide its customer with a refund, discount, return or other compensation does not, by itself, create a corresponding obligation for SHOLTI.

At the Buyer's instruction, Goods may be handed over directly to the Buyer's customer, warehouse, Carrier, logistics operator or other designated recipient.

Such handover is made solely in performance of the Buyer's Order and does not create contractual relations between SHOLTI and the relevant recipient.

The Buyer is responsible for the accuracy and completeness of the recipient details it provides.

The Buyer must comply with all trade, sanctions, export-control, customs, import, re-export and other mandatory legal requirements applicable to the Buyer, the transaction, the Goods, the destination and any subsequent movement or disposition of the Goods.

Nothing in these Terms authorises or facilitates any transaction that is prohibited by applicable law.

SHOLTI may conduct reasonable checks concerning the Buyer, beneficial owners, authorised representatives, recipient, consignee, country of destination, payment parties, Carrier, logistics route and other material participants in or circumstances of the transaction.

SHOLTI may request additional information or documents, including information concerning the ultimate recipient, final destination, intended use of the Goods, transport route and other matters reasonably required for Trade Compliance purposes.

Approval of the Buyer, acceptance of a previous Order or completion of a previous transaction does not prevent SHOLTI from conducting additional checks in relation to any subsequent Order.

The Buyer must provide SHOLTI with accurate, complete, current and non-misleading information concerning the Buyer, recipient, consignee, destination, route, end user and intended use of the Goods where such information is requested or relevant to the transaction.

The Buyer must promptly notify SHOLTI of any material change to such information before completion of the relevant transaction.

The Buyer must not identify an intermediate destination, consignee, recipient, company, Carrier or other party for the purpose of concealing a different intended destination, recipient, end user or transaction structure or for the purpose of circumventing applicable Trade Compliance restrictions.

SHOLTI is entitled to assess and process a transaction on the basis of the information and documentation supplied by the Buyer, subject to any additional verification that SHOLTI considers reasonably necessary or that is required by applicable law.

Following completion of the transaction and supply of the Goods in accordance with the information provided to SHOLTI, the Buyer is responsible for any subsequent sale, resale, transfer, shipment, redirection, re-export or other disposition of the Goods undertaken by or on behalf of the Buyer.

The Buyer must ensure that any such subsequent transaction or movement complies with all applicable sanctions, export-control requirements, customs rules, import restrictions, re-export controls and other mandatory Trade Compliance requirements.

Where, after completion of the relevant transaction, the Buyer or another third party independently sells, transfers, redirects, ships, re-exports or otherwise moves the Goods without SHOLTI's involvement, such subsequent activity is undertaken independently of SHOLTI and is outside SHOLTI's control.

To the extent permitted by applicable law, SHOLTI shall not be responsible for any independent subsequent sale, transfer, redirection, shipment, re-export, resale or other disposition of the Goods carried out by the Buyer or another third party without SHOLTI's involvement or contrary to information previously provided to SHOLTI.

The Buyer must not use SHOLTI, the B2B platform, any Order, third-party recipient, logistics company, intermediary, destination or other transaction structure to circumvent sanctions, export controls, customs restrictions or other applicable Trade Compliance requirements.

If SHOLTI reasonably believes that information provided by the Buyer is inaccurate, incomplete or inconsistent, or that a transaction may involve circumvention of applicable restrictions, SHOLTI may request additional information or documentation and may suspend processing until the matter has been satisfactorily resolved.

SHOLTI may reject an Order, suspend performance, suspend handover of Goods, restrict B2B access or cancel an Order in whole or in part where:

• (a) the transaction may breach applicable law, sanctions, export-control or customs restrictions;
• (b) required Compliance checks cannot be satisfactorily completed;
• (c) requested information or documentation is not provided;
• (d) information provided by the Buyer appears materially inaccurate, incomplete, misleading or inconsistent;
• (e) the Buyer, recipient, destination, route, payment structure or other material circumstance presents a justified Fraud or Compliance Risk; or
• (f) performance could expose SHOLTI or a party involved in fulfilment of the transaction to legal or regulatory risk.

SHOLTI may delay processing while reasonable Compliance checks are being completed.

The Buyer is responsible for losses, costs, liabilities and consequences arising from materially false, incomplete or misleading information provided by the Buyer or from subsequent conduct of the Buyer that breaches applicable Trade Compliance requirements.

To the extent permitted by applicable law, the Buyer shall indemnify SHOLTI against reasonable and documented losses, costs, claims, penalties or expenses incurred by SHOLTI as a direct result of:

• (a) material misrepresentation by the Buyer concerning the destination, recipient, end user, route or intended use of the Goods;
• (b) the Buyer's breach of this Section 18; or
• (c) an unlawful subsequent transfer, redirection or re-export of the Goods carried out by or on behalf of the Buyer without SHOLTI's involvement.

This Clause does not apply to the extent that the relevant loss was caused by SHOLTI's own breach of applicable law or by circumstances for which liability cannot lawfully be excluded.

Where performance is impossible or suspended for Compliance reasons, financial settlement will take into account the portion of the Order actually performed, SHOLTI's existing obligations to suppliers, objectively non-refundable or non-cancellable amounts and applicable legal restrictions, including restrictions affecting the movement or return of funds.

Acceptance by SHOLTI of one Order, Buyer, payment, destination, recipient, logistics route or transaction structure does not constitute approval of equivalent future transactions and does not oblige SHOLTI to accept them.

Photographs, images, descriptions, SKUs, specifications, size, material and colour information and other product content may be provided by SHOLTI, suppliers, rights holders or other sources.

Access to such content does not transfer ownership or exclusive intellectual-property rights to the Buyer.

The Buyer may use product content made available for that purpose to market and resell Goods purchased through SHOLTI to the extent permitted by SHOLTI and by the rights applicable to the relevant materials.

Without appropriate permission, the Buyer may not engage in bulk copying, systematic extraction or export of a substantial part of SHOLTI's catalogue or data for the purpose of creating its own or a third party's database, aggregator, catalogue, platform or competing resource.

Use on the platform of trade marks, logos and other identifiers of relevant brands does not confer on the Buyer the status of an official distributor, dealer, representative or partner of such brand.

API or other integration access is granted individually by SHOLTI and is not an automatic right of the Buyer.

Through the API, the Buyer receives only the assortment, prices and data available to that Buyer.

The API may not be used to circumvent access restrictions.

Availability information obtained through the API is dynamic and does not constitute a reservation of Goods.

The Buyer independently determines how such data is used in its own systems.

SHOLTI is not responsible for obligations undertaken by the Buyer towards its own customers solely on the basis of previously received availability data where the relevant Goods subsequently become unavailable.

An Order submitted through the Buyer's authorised API or integration has the same effect as an Order placed directly through the B2B platform.

An error in the Buyer's internal systems, software or automation does not, by itself, release the Buyer from obligations relating to such Order.

SHOLTI may impose reasonable technical limits on API use and may temporarily restrict or terminate access in the event of security threats, technical errors, excessive load, suspicious activity or breach of these Terms.

To the extent permitted by applicable law, SHOLTI is liable only for direct and proven losses arising directly from SHOLTI's breach of a specific obligation relating to the relevant Order.

To the extent permitted by applicable law, SHOLTI is not liable for indirect, consequential or commercial losses, including loss of profit, sales, customers, business opportunities, reputation, or claims made by the Buyer's customers or other third parties.

To the extent permitted by applicable law, SHOLTI's maximum aggregate liability in respect of a particular Claim is limited to the amount actually paid by the Buyer for the part of the relevant Order to which the Claim relates.

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

SHOLTI is not deemed to be in breach of its obligations and is not liable for delay or failure to perform to the extent caused by circumstances beyond SHOLTI's reasonable control.

Such circumstances may include acts of governmental or customs authorities; changes in law, sanctions or export restrictions; war, armed conflict, emergency, strikes, natural disasters, border closures; material failures of transport, energy, telecommunications or other infrastructure; and material failures or actions of independent suppliers, 3PL operators, Carriers or other third parties objectively necessary for performance of an Order.

SHOLTI may suspend performance of affected obligations for the duration of the relevant circumstances.

Where performance becomes impossible or is materially delayed for an indefinite period, SHOLTI may cancel the affected Order in whole or in part.

Any cancellation takes into account the portion of the Order actually performed, SHOLTI's existing obligations and objectively non-refundable or non-cancellable amounts.

This Section does not release SHOLTI from obligations that can objectively still be performed notwithstanding the relevant circumstances.

SHOLTI may restrict, suspend or terminate the Buyer's B2B access where there are reasonable commercial, legal, Compliance or security grounds.

Such grounds may include a material breach of these Terms or individual terms; material or repeated late payment; provision of inaccurate information; fraud or reasonable suspicion of fraud; misuse of the account, API or product data; breach of confidentiality; sanctions or other Compliance Risk; prolonged inactivity; repeated failure to meet the minimum purchase volume; or other material circumstances that make continuation of the relationship commercially or legally inappropriate.

Where there is a material payment, Fraud, security or Compliance Risk, access may be suspended immediately.

Suspension or termination of B2B access does not, by itself, cancel Orders already placed, Invoices, debts, Claims, payment obligations or other rights or obligations accrued before the relevant date.

SHOLTI may complete performance of existing Orders or cancel them in whole or in part where grounds for cancellation exist under these Terms.

The Buyer may discontinue future B2B cooperation and request closure of its account.

Such termination does not release the Buyer from payment for binding Orders already placed, outstanding debts or other obligations already incurred.

Upon termination of cooperation, Prepaid Balance and Account Credit remain governed by Section 8.

Unused Prepaid Balance may be refunded after set-off of the Buyer's existing obligations in accordance with Clause 8.4.

Termination of B2B access does not, by itself, alter the rules applicable to Account Credit.

SHOLTI may amend or update these Terms from time to time.

The current version is published on the B2B platform together with its effective date.

SHOLTI may additionally notify registered Buyers of material changes through the B2B account, email or another communication channel used by SHOLTI.

Unless otherwise required by applicable law or agreed by the parties, a new version applies to Orders placed on or after its effective date.

Continued use of the B2B platform and placement of new Orders after a new version takes effect constitutes acceptance of the then-current Terms.

If any provision of these Terms is held to be wholly or partly invalid, unlawful or unenforceable, the remaining provisions continue in effect to the maximum extent permitted by law.

A failure or delay in exercising any right under these Terms does not constitute a waiver of that right and does not prevent its subsequent exercise.

These Terms, together with applicable individual commercial terms, Invoices, confirmations and other expressly agreed documents, form the contractual framework between the parties in relation to the relevant transaction.

These Terms and the B2B relationship between SHOLTI and the Buyer are governed by the laws of Georgia unless the parties expressly agree otherwise in an individual written agreement.

Before commencing court proceedings, the parties will make a reasonable attempt to resolve the dispute through a written claim or notice and negotiations.

If the dispute is not resolved within 30 calendar days after the other party receives the relevant written claim or notice, the dispute will be submitted to the competent courts of Georgia unless otherwise provided in an individual written agreement between the parties.

These B2B Terms may be published in English and other languages for the convenience of Buyers.

The English version is the legally prevailing version.

In the event of any discrepancy, inconsistency in interpretation or conflict between language versions, the English version prevails, except to the extent mandatory applicable law requires otherwise.

Translations into other languages are provided for convenience and do not alter the meaning of the legally prevailing English version.

Provisions which by their nature are intended to survive performance of an Order or termination of the B2B relationship, including provisions concerning outstanding debts, confidentiality, intellectual property, liability, Claims, governing law and dispute resolution, remain in force to the relevant extent.