Effective from September 2026

These Terms and Conditions govern all
wholesale orders placed with Young Soles Creative Ltd. By holding a wholesale account or submitting an Order, the Retailer agrees that these Terms and Conditions apply to its dealings with Young Soles, subject to any alternative arrangement agreed in writing.

1 Interpretation

1.1 Definitions

Agreement: these Terms and Conditions and each Wholesale Contract entered into between Young Soles and the Retailer. If there is any conflict or ambiguity between a Wholesale Contract and these Terms and Conditions, the Wholesale Contract shall take precedence to the extent of that conflict or ambiguity.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Delivery Location: the location specified in the Order Confirmation or otherwise agreed in writing under clause 4.6.

Force Majeure Event: an event described in clause 10.4.

Minimum Order Threshold: the minimum aggregate quantity of a Product that Young Soles requires before placing that Product into production. Young Soles may set or change a Minimum Order Threshold in its discretion.

Order: a request submitted by the Retailer for Products through the wholesale website, through an authorised sales representative, or by another method accepted by Young Soles.

Order Acknowledgement: a communication confirming receipt of an Order. It is not acceptance of the Order and does not create a Wholesale Contract.

Order Confirmation: Young Soles’ written confirmation accepting all or part of an Order after product availability and any applicable production requirements have been checked.

Products: the products identified in an Order Confirmation.

Retailer: the person or firm that holds a Young Soles wholesale account and purchases Products from Young Soles.

Special Make-Up: a Product made in a colour, material or style outside the standard seasonal collection, subject to clause 3.6.

Terms and Conditions: the terms set out in this document, as varied in accordance with clause 10.6.

Wholesale Contract: the contract between Young Soles and the Retailer for the sale and purchase of Products identified in an Order Confirmation.

Young Soles: Young Soles Creative Ltd, registered in England and Wales with company number 14474902.

1.2 Interpretation

(a) a person includes a natural person and a corporate or unincorporated body, whether or not having separate legal personality;

(b) a reference to a party includes its successors and permitted assigns;

(c) a reference to legislation includes that legislation as amended or re-enacted and all subordinate legislation made under it;

(d) words following “including”, “include”, “in particular”, “for example” or a similar expression are illustrative and do not limit the words preceding them; and

(e) a reference to writing or written includes email.

2 Basis of contract and pre-orders

2.1 These Terms and Conditions apply to every Wholesale Contract to the exclusion of any terms that the Retailer seeks to impose or incorporate, or that might otherwise be implied by trade custom, practice or course of dealing. By holding a wholesale account or placing an Order, the Retailer agrees to these Terms and Conditions.

2.2 Each Order is an offer by the Retailer to purchase the Products shown in that Order. The Retailer is responsible for ensuring that its Order and account information are complete and accurate.

2.3 Young Soles may issue an Order Acknowledgement after an Order is submitted. An Order Acknowledgement records receipt only. It is not acceptance and does not create a Wholesale Contract or an obligation to pay.

2.4 Young Soles operates primarily on a seasonal pre-order basis. Retailer Orders help Young Soles determine which Products will enter production. All Products remain subject to availability, factory approval and any applicable Minimum Order Threshold.

2.5 Not every Product shown in a seasonal collection is guaranteed to enter production. If a Product does not meet its Minimum Order Threshold or cannot be produced, Young Soles may remove it from the proposed Order and will give the Retailer a reasonable opportunity to choose an alternative Product before the affected part of the Order is confirmed.

2.6 Young Soles may accept an Order in whole or in part by issuing an Order Confirmation. A Wholesale Contract comes into existence only for the Products identified in that Order Confirmation and on the date it is issued. Young Soles will not invoice the Retailer for a deposit before the relevant Products are confirmed.

2.7 The Retailer may cancel all or part of a confirmed Order within fourteen (14) days after the date of the Order Confirmation, provided the affected Products have not entered production.

2.8 After the fourteen-day period, the Retailer may request cancellation. Young Soles may accept or reject the request in its discretion. If Young Soles accepts it, a cancellation fee equal to thirty per cent (30%) of the cancelled value will apply.

2.9 Once the affected Products have entered production, the Retailer may not cancel them and no refund, credit or reimbursement will be due for them.

2.10 Young Soles may cancel all or part of a confirmed Order before dispatch if production, availability or circumstances outside its reasonable control prevent fulfilment. Any amount already paid for Products cancelled by Young Soles will be credited to the Retailer’s wholesale account, unless Young Soles agrees to refund it or apply it to alternative Products.

2.11 Photographs, descriptions, samples, illustrations, catalogues and website content provide an approximate representation only. Reasonable variations in colour, material, finish and construction may occur and do not form part of the Wholesale Contract unless expressly confirmed in writing.

2.12 Young Soles may amend, re-source or withdraw any unconfirmed Product in its discretion.

3 Placing orders

3.1 The Retailer should place Orders through the Young Soles wholesale website. Young Soles may also accept an Order placed through an authorised sales representative or by another method agreed in writing.

3.2 When placing an Order through the wholesale website, the Retailer must select the required quantity in each size and submit the completed Order for review. Prices and totals shown before Order Confirmation remain subject to review.

3.3 The Retailer must check each Order Confirmation and notify Young Soles of any error within five (5) Business Days. If no error is raised within that period, the Order Confirmation will be treated as correct.

3.4 The Retailer must provide an accurate and current delivery address and notify Young Soles promptly in writing of any change. Young Soles is not responsible for costs or delay caused by incorrect or outdated information supplied by the Retailer.

3.5 There is no minimum quantity for the Retailer’s first wholesale Order. Each subsequent Order must contain at least forty (40) pairs of footwear unless Young Soles agrees otherwise in writing.

3.6 Special Make-Ups are subject to product and material availability, factory approval, production timing and a minimum quantity of fifty (50) pairs per agreed Special Make-Up, unless Young Soles agrees otherwise in writing. Young Soles may require written approval of a sample or specification before production.

4 Delivery title and risk

4.1 Subject to factory availability, Young Soles’ usual advisory delivery windows are:

(a) Back to School: June to July;

(b) Autumn/Winter: August to September; and

(c) Spring/Summer: February to March.

4.2 The delivery windows in clause 4.1 and all other delivery dates are estimates only. Time for delivery is not of the essence. Production, transport and other circumstances outside Young Soles’ reasonable control may cause delays, and Young Soles will provide reasonable updates when it becomes aware of a significant delay.

4.3 Unless otherwise agreed in writing, delivery outside an advisory or estimated timeframe does not entitle the Retailer to cancel an Order.

4.4 Available in-season Products may be ordered from Young Soles’ stock in hand, subject to availability at the time the Order is confirmed.

4.5 Delivery is charged separately unless the applicable prices have been agreed on a landed basis, free delivery has been agreed, or another written delivery arrangement applies. Delivery charges may be shown at checkout or confirmed during Young Soles’ review of the Order, based on the destination, size, weight and service required.

4.6 Young Soles will deliver the Products to the Delivery Location specified in the Order Confirmation or another location agreed in writing.

4.7 Where delivery prices are agreed on a landed basis, the agreed price will include the delivery, import duty and tax elements expressly identified by Young Soles. Otherwise, Young Soles may pay applicable import duties, sales taxes or customs charges on the Retailer’s behalf and charge those amounts to the Retailer. Young Soles will confirm the applicable arrangement before dispatch.

4.8 Delivery is completed when the Products are delivered at the Delivery Location. Risk in the Products passes to the Retailer on completion of delivery.

4.9 Young Soles is not liable for delay or failure to deliver caused by a Force Majeure Event or by the Retailer’s failure to provide adequate delivery instructions or other information required for fulfilment.

4.10 If Young Soles fails to deliver a Product for a reason for which it is responsible, its liability is limited to the price paid for that Product, subject to clause 8.

4.11 Young Soles may deliver an Order in instalments. Each instalment may be invoiced and paid for separately. A delay or defect affecting one instalment does not entitle the Retailer to cancel another instalment.

4.12 Title to the Products does not pass to the Retailer until Young Soles has received payment in full and in cleared funds for the Products and all applicable delivery charges.

4.13 Until title passes, the Retailer must:

(a) store the Products separately so that they remain readily identifiable as Young Soles’ property;

(b) not remove, deface or obscure any identifying mark or packaging relating to the Products;

(c) keep the Products in satisfactory condition and insured against all risks for their full price from delivery;

(d) notify Young Soles immediately if it becomes subject to an event described in clauses 9.1(b) to 9.1(d); and

(e) provide information reasonably requested by Young Soles about the Products and the Retailer’s financial position.

4.14 Before title passes, Young Soles may require the Retailer to return all Products in its possession that have not been resold. If the Retailer does not comply promptly, Young Soles may, to the extent permitted by law, enter premises where the Products are stored to recover them.

5 Returns and faulty Products

5.1 Wholesale Orders are not supplied on a sale-or-return basis. Except for an accepted fault claim under this clause 5, Young Soles is not obliged to accept the return or exchange of any Product.

5.2 To make a fault claim, the Retailer must:

(a) notify Young Soles in writing within a reasonable time after discovering the alleged fault;

(b) provide the relevant Order or invoice details, photographs and any other information reasonably requested;

(c) give Young Soles a reasonable opportunity to examine the Product; and

(d) if requested, return the Product to the address specified by Young Soles.

5.3 If Young Soles accepts that a Product was faulty when supplied, Young Soles will issue a credit note for the price paid for the affected Product. The credit note is the Retailer’s contractual remedy, subject to any liability that cannot lawfully be limited or excluded.

5.4 Young Soles will not accept a fault claim for a Product supplied under a Wholesale Contract two (2) years or more before the date on which the claim is notified.

5.5 Young Soles has no liability where the alleged fault results from fair wear and tear, wilful damage, misuse, negligence, accident, failure to follow care instructions, alteration, repair by a third party, or abnormal or unsuitable storage or handling by the Retailer or its customer.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law and subject to the Unfair Contract Terms Act 1977.

6 Price and payment

6.1 The price payable for the Products is the price stated in the Order Confirmation. If no price is stated, the price is Young Soles’ published wholesale price applicable when the Order is confirmed, together with any applicable delivery, duty, tax and other agreed charges.

6.2 Young Soles may, by notice before delivery, increase a price to reflect an increase in cost caused by:

(a) a factor outside Young Soles’ reasonable control, including foreign-exchange movements or increases in tax, duty, labour, materials, energy, transport or manufacturing costs;

(b) a request by the Retailer to change a delivery date, quantity, Product or specification; or

(c) delay caused by the Retailer or by inadequate or inaccurate information or instructions supplied by it.

6.3 Unless the Order Confirmation states otherwise, prices exclude:

(a) VAT, which the Retailer must pay at the applicable rate upon receipt of a valid VAT invoice; and

(b) packaging, insurance, transport, import duties, sales taxes and customs charges, which may be invoiced in accordance with clause 4.7.

6.4 Young Soles may agree additional discounts for substantial Orders. Any discount, free-delivery arrangement or alternative price must be confirmed by Young Soles in writing and applies only to the Order or account arrangement identified in that confirmation.

6.5 Unless alternative payment terms have been agreed in writing, Young Soles will invoice:

(a) thirty per cent (30%) of the confirmed Order value as a deposit after issuing the Order Confirmation; and

(b) the remaining seventy per cent (70%) when the Order is ready for dispatch.

6.6 The Retailer must pay each invoice on or before the due date stated on it. Approved Retailers may be granted payment-on-account terms, including Net 30, where confirmed separately in writing.

6.7 Payment must be made by one of the following methods:

(a) bank transfer in full and in cleared funds to the account shown on the invoice;

(b) PayPal, subject to an additional transaction fee of 3.4% of the relevant payment; or

(c) credit card through the payment facility provided by Young Soles, subject to an additional transaction fee of 3% of the relevant payment.

6.8 Young Soles may amend the transaction fees in clause 6.7 by giving notice where its processing costs change. The Retailer is responsible for any bank or transfer charge associated with its payment.

6.9 Time for payment is of the essence. If the Retailer fails to pay an amount when due, Young Soles may, without limiting its other rights:

(a) charge interest at eight per cent (8%) per annum above the Bank of England base rate, accruing daily from the due date until payment, whether before or after judgment;

(b) recover any fixed compensation and reasonable recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998;

(c) recover collection-agency, legal and court costs reasonably incurred in recovering the overdue amount;

(d) suspend further supply or dispatch; and

(e) remove any discount or other price reduction previously agreed for the affected Order.

6.10 All amounts due must be paid in full without set-off, counterclaim, deduction or withholding, except a deduction or withholding required by law.

7 Use of imagery and brand materials

7.1 Young Soles grants the Retailer a limited, revocable, non-exclusive, non-transferable and non-sub licensable licence to use imagery and brand materials supplied by Young Soles solely to advertise and sell genuine Young Soles Products purchased under a Wholesale Contract.

7.2 The Retailer must use the imagery and brand materials in accordance with any current brand guidance supplied by Young Soles and must not alter them in a way that is misleading, damaging or inconsistent with the Young Soles brand.

7.3 The licence in clause 7.1 ends when the Retailer’s wholesale account or this Agreement ends. Young Soles may require the Retailer to stop using specified imagery or brand materials at any time.

7.4 Imagery is intended to give an approximate representation of the Products. Young Soles is not responsible for reasonable discrepancies between imagery and the finished Product, including differences caused by screens, lighting, materials or production.

8 Limitation of liability

8.1 The limits and exclusions in this clause reflect the insurance cover Young Soles has been able to arrange. The Retailer is responsible for arranging insurance for any liability above those limits.

8.2 References to liability include every kind of liability arising under or in connection with the Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in the Agreement limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d) defective products under the Consumer Protection Act 1987; or

(e) any liability that cannot lawfully be limited or excluded.

8.4 Subject to clause 8.3, Young Soles’ total aggregate liability arising from or in connection with a Wholesale Contract will not exceed the total value of the Order to which the claim relates.

8.5 Subject to clause 8.3, Young Soles is not liable for loss of profit, sales, business, agreements, contracts, anticipated savings, use, software, data, information or goodwill, or for any indirect or consequential loss.

8.6 This clause 8 survives termination of the Agreement and every Wholesale Contract.

9 Suspension and termination

9.1 Young Soles may terminate the Agreement or a Wholesale Contract immediately by written notice if the Retailer:

(a) commits a material breach and, where the breach can be remedied, fails to remedy it within seven (7) days after written notice;

(b) enters or takes steps towards administration, provisional liquidation, a composition or arrangement with creditors, a moratorium, winding up, the appointment of a receiver, or an analogous process in another jurisdiction, other than for a solvent restructuring;

(c) suspends, ceases or threatens to suspend or cease all or a substantial part of its business; or

(d) experiences a deterioration in financial position that reasonably places its ability to perform the Wholesale Contract in jeopardy.

9.2 Young Soles may suspend supply, production or dispatch if the Retailer becomes subject to an event in clauses 9.1(b) to 9.1(d), Young Soles reasonably believes such an event is likely, or any amount is overdue.

9.3 Young Soles may terminate the Agreement or a Wholesale Contract immediately by written notice if the Retailer fails to pay an amount by its due date.

9.4 On termination, the Retailer must immediately pay all outstanding invoices, interest and charges. Young Soles may invoice Products supplied but not yet invoiced, and that invoice will be payable immediately on receipt.

9.5 Termination does not affect rights and remedies accrued before termination. Any provision intended expressly or by implication to continue after termination remains in effect.

10 General

10.1 Confidentiality

(a) Each party must keep confidential information concerning the other party’s business, assets, affairs, customers, clients and suppliers confidential. Young Soles’ non-public catalogues and wholesale price lists are confidential information.

(b) A party may disclose confidential information to its employees, officers, representatives, contractors, subcontractors and professional advisers who need it to perform the Agreement, provided they are required to keep it confidential, or where disclosure is required by law, a court or a governmental or regulatory authority.

(c) Neither party may use the other party’s confidential information except to exercise its rights and perform its obligations under the Agreement.

10.2 Entire agreement. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous agreements, promises, assurances, warranties, representations and understandings. Each party acknowledges that it does not rely on any statement not set out in the Agreement and has no claim for innocent or negligent
misrepresentation based on such a statement.

10.3 Notices. A notice under the Agreement must be in writing and delivered by hand, sent by pre-paid first-class post or next-working-day delivery to the recipient’s registered office or notified postal address, or sent by email to sales@youngsoles.com for Young Soles or to the email address registered on the Retailer’s wholesale account. A notice is deemed received:

(a) if delivered by hand, when a delivery receipt is signed;

(b) if posted or sent by next-working-day delivery, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

(c) if sent by email, on the next Business Day after transmission, provided the sender has not received an error or non-delivery notice.

10.4 Force majeure. Neither party is in breach of the Agreement or liable for delay or failure caused by an event beyond its reasonable control, including acts of God, adverse weather, failure of public utilities, terrorism, accident, epidemic, pandemic, strike, transport disruption, factory interruption, or inability to obtain materials or personnel.

10.5 Assignment. Young Soles may assign, transfer or subcontract any of its rights or obligations. The Retailer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or otherwise deal with its rights or obligations without Young Soles’ prior written consent.

10.6 Variation. No variation of the Agreement is effective unless agreed in writing, including by email, by authorised representatives of both parties.

10.7 Waiver. A waiver is effective only if given in writing and does not waive any later right or remedy.

10.8 Severance. If any provision is invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable or, if that is not possible, treated as deleted. The remainder of the Agreement remains effective.

10.9 Third-party rights. The Agreement does not give any person a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

10.10 Governing law and jurisdiction. The Agreement and any dispute or claim arising from or connected with it, including a non-contractual dispute or claim, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.