These B2B Terms and Conditions apply exclusively to business customers, including retailers, distributors, sales partners and other professional buyers purchasing OrganicEra products for commercial purposes through about.organicera.eu.

They do not apply to private consumers. Private customers purchasing OrganicEra products through www.organicera.eu are subject to the separate B2C Terms and Conditions.

1. Contracting Party

The OrganicEra brand and website are owned and maintained by:

Yeni Hayat Organik Tekstil San. Tic. Ltd. Şti. Turan Sokak No: 14/A Kağıthane, Istanbul Turkey

All B2B sales placed through about.organicera.eu are sold, invoiced and fulfilled by:

Caelan GmbH Kyffhäuserstraße 13 40545 Düsseldorf Germany

Managing Director: Erdal Akboga Commercial Register: Amtsgericht Düsseldorf, HRB 95993 VAT ID: DE352296564 Email: contact@caelan.de Phone: +49 174 738 21 99

Caelan GmbH is the Seller and contractual partner for all B2B orders placed through about.organicera.eu.

OrganicEra products sold through the B2B shop are stocked in Germany and B2B orders are dispatched by Caelan GmbH from Germany.

2. Scope of Application

2.1. These Terms and Conditions apply exclusively to customers acting in the course of their commercial or professional activity.

2.2. By registering for a B2B account or placing an order, the Customer confirms that the purchase is being made for business purposes and not as a private consumer.

2.3. Any individual commercial terms agreed in writing between Caelan GmbH and the Customer shall take precedence over the relevant provisions of these Terms and Conditions.

3. B2B Registration and Account Approval

3.1. Wholesale prices and B2B ordering functions are available only to approved business customers.

3.2. New customers must register and request B2B access through about.organicera.eu. Registration alone does not automatically grant access to wholesale prices or the right to place B2B orders.

3.3. Each new registration is reviewed before B2B access is activated. Once the account has been approved, the Customer will be notified and will be able to log in and view the applicable wholesale prices.

3.4. Caelan GmbH and OrganicEra reserve the right to request additional business information where necessary to verify a B2B application.

3.5. A B2B application may be refused if the applicant does not meet the requirements for a business customer or if there are other reasonable commercial grounds for doing so.

3.6. Customers are responsible for keeping their login credentials confidential and must not provide unauthorised third parties with access to their B2B account.

4. Formation of Contract and Placing an Order

4.1. The presentation of products on about.organicera.eu does not constitute a legally binding offer. It constitutes an invitation to the Customer to place an order.

4.2. The Customer selects the required products and quantities and submits the order through the checkout process.

4.3. By submitting the order, the Customer makes a binding offer to purchase the Goods contained in the order.

4.4. An automatically generated order acknowledgement confirms that the order has been received but does not necessarily constitute acceptance of the order.

4.5. The purchase contract is concluded when Caelan GmbH accepts the order, for example by confirming acceptance, issuing the corresponding invoice or dispatching the Goods.

4.6. Before submitting the order, the Customer is responsible for checking:

• Products and quantities;

• Wholesale prices;

• Billing details;

• VAT information;

• Delivery address; and

• Applicable shipping costs.

4.7. If a product or requested quantity is unavailable, the Customer may be contacted to agree on an alternative product, adjusted quantity, partial shipment or cancellation of the unavailable item. A substitute product will not be supplied without the Customer’s agreement.

4.8. Caelan GmbH reserves the right to refuse or cancel an order before acceptance where there are reasonable grounds to do so, including product unavailability, an obvious pricing or technical error, payment difficulties or suspected misuse of a B2B account.

If payment has already been received for Goods that cannot be supplied, the corresponding amount will be refunded.

5. Minimum Order Value

5.1. The minimum B2B order value is:

€250.00 net

5.2. The minimum order value refers to the net merchandise value of the order before shipping costs, VAT and any other applicable charges.

5.3. Orders below the minimum order value cannot normally be processed unless otherwise agreed in writing.

6. Wholesale Prices and VAT

6.1. All prices displayed to approved B2B customers are wholesale prices in euros (€).

6.2. Unless expressly stated otherwise, all B2B prices are net prices, excluding VAT, shipping costs, customs duties and other import-related charges.

6.3. VAT will be applied where required under applicable tax legislation.

6.4. For eligible intra-EU B2B transactions, the Customer is responsible for providing a correct and valid EU VAT identification number where required.

Where the legal requirements for VAT-exempt intra-Community supply are not fulfilled, applicable VAT may be charged.

6.5. For exports outside the European Union, including deliveries to Switzerland, applicable export and import tax rules apply.

6.6. The Customer is responsible for providing complete and accurate business and tax information.

6.7. Caelan GmbH reserves the right to change wholesale prices for future orders. The price applicable to an accepted order is the price valid when the order was submitted, except in the case of an obvious technical or pricing error.

6.8. Special discounts, promotional conditions or individually negotiated prices may be subject to separate written conditions.

7. Shipping and Delivery

7.1. B2B orders are stocked and dispatched by Caelan GmbH from Germany.

Delivery is currently available to:

• Germany;

• Austria;

• Other EU countries available during checkout; and

• Switzerland.

7.2. Standard B2B shipping charges are:

• Germany: €9.90

• Austria and all other EU countries: €16.90

• Switzerland: €28.90

7.3. Free shipping applies at the following net merchandise values:

• Germany: Free shipping from €500.00 net

• Austria and all other EU countries: Free shipping from €650.00 net

• Switzerland: Free shipping from €650.00 net

7.4. Minimum order values and free-shipping thresholds are calculated on the net merchandise value of the order, excluding shipping charges, VAT and other applicable costs.

7.5. Applicable shipping costs will be shown during checkout before the order is submitted.

Deliveries to Switzerland

7.6. Orders to Switzerland are shipped directly from Germany. OrganicEra does not operate a local warehouse, distributor or shipping agent in Switzerland.

7.7. The standard €28.90 Swiss shipping charge covers transportation from Germany to Switzerland only.

The following are not included in the product prices or shipping charge:

• Swiss import VAT;

• Customs duties, where applicable;

• Customs clearance charges;

• Brokerage fees;

• Handling charges; and

• Any other import-related taxes or charges.

7.8. These import-related charges are the responsibility of the Customer and may be collected separately by the shipping carrier, customs authorities or another service provider.

7.9. For Swiss orders qualifying for free shipping from €650.00 net, free shipping applies only to the transportation charge.

Swiss import VAT, customs duties, customs clearance, brokerage, handling fees and other import-related charges remain the responsibility of the Customer.

Dispatch and Delivery Times

7.10. Orders are normally prepared and dispatched within approximately 3 business days after receipt of payment, unless different payment or delivery terms have been agreed.

7.11. Estimated delivery within the European Union is generally approximately 7–8 business days.

7.12. Delivery times to Switzerland may vary depending on transportation and customs clearance.

7.13. Delivery times are estimates unless a specific binding delivery date has been expressly agreed in writing.

7.14. The Customer is responsible for providing a complete and correct delivery address. Additional shipping, return, handling or administration costs caused by an incorrect or incomplete delivery address may be charged to the Customer.

7.15. Partial shipments may be made where necessary and commercially reasonable.

Where a partial shipment results solely from product availability on the Seller’s side, the Customer will not be charged additional shipping costs unless otherwise agreed.

8. Payment

8.1. Available payment methods are shown during checkout or communicated separately to the Customer.

8.2. Unless separate payment terms have been agreed in writing, orders must be paid in full before shipment.

8.3. Where prepayment is required, Goods will normally be dispatched only after the full amount due has been received by Caelan GmbH.

8.4. Any individual credit terms, payment deadlines or other payment arrangements must be agreed in writing.

8.5. The Customer is responsible for ensuring that all payment and billing information provided is accurate.

9. Retention of Title

All Goods supplied remain the property of Caelan GmbH until the corresponding invoice has been paid in full.

10. Cancellations and Returns

10.1. These Terms and Conditions apply exclusively to B2B transactions. The statutory 14-day consumer right of withdrawal does not apply to B2B orders.

10.2. Once an order has been accepted by Caelan GmbH, the Customer may not cancel the order solely because they have changed their mind unless cancellation has been agreed in writing.

10.3. Goods may not be returned without prior written approval. Customers must contact Caelan GmbH before sending any Goods back.

10.4. Unauthorised returns may be refused.

10.5. Approved returns from Germany, the European Union and Switzerland must be sent to:

Caelan GmbH Volkardeyer Strasse 32C 40878 Ratingen Germany

There is no separate return address in Switzerland.

10.6. Responsibility for return shipping costs depends on the reason for the return and any individual agreement between Caelan GmbH and the Customer.

11. Damaged, Defective or Incorrect Goods

11.1. Customers should inspect delivered Goods promptly after receipt.

11.2. If Goods are damaged, defective, incorrectly supplied or materially different from the confirmed order, the Customer must notify Caelan GmbH without undue delay after discovering the issue.

11.3. Where the transaction constitutes a commercial transaction for both parties and Section 377 of the German Commercial Code (HGB) applies, the statutory inspection and notification obligations under Section 377 HGB shall apply.

11.4. When reporting a problem, the Customer should provide, where reasonably possible:

• The order or invoice number;

• Product name or reference;

• Affected quantity;

• Description of the issue; and

• Photographs showing the issue, where relevant.

11.5. Customers should not return defective or incorrect Goods before receiving return instructions.

11.6. Where a claim is accepted, Caelan GmbH may, depending on the circumstances and applicable law, replace the affected Goods, issue a credit note, refund the corresponding amount or agree another appropriate solution with the Customer.

12. Product Information and Availability

12.1. Reasonable efforts are made to ensure that product descriptions, photographs, materials, colours, sizes and other information displayed on the B2B website are accurate.

12.2. Minor variations in colour, appearance, packaging or production may occur. Such minor variations do not constitute a defect where they do not materially affect the quality or intended commercial use of the product.

12.3. Product availability is subject to stock levels at the time the order is processed.

12.4. OrganicEra operates primarily on a stock-based wholesale model. Stock availability may change as a result of simultaneous orders, sales through other channels or stock adjustments.

13. Intellectual Property and Brand Content

13.1. The OrganicEra brand, trademarks, product designs, product photography, texts and other website content are protected by applicable intellectual property rights.

13.2. Approval as an OrganicEra B2B Customer does not transfer ownership of these intellectual property rights.

13.3. Product images or other OrganicEra marketing materials provided specifically for authorised resale may be used by the Customer for the purpose of marketing and selling genuine OrganicEra products, subject to any instructions provided by OrganicEra.

13.4. OrganicEra materials may not be altered or used in a misleading manner or in connection with non-OrganicEra products without prior written permission.

14. Private Label and Special Projects

Private label production, customised products and other special projects are not automatically covered by the standard B2B ordering conditions.

Such projects may be subject to separate quotations, minimum quantities, payment terms, production schedules and written agreements.

15. Data Protection

15.1. Personal and business information supplied by Customers may be processed for purposes including:

• B2B account verification and approval;

• Order processing;

• Invoicing;

• Payment;

• Delivery and fulfilment;

• Customer service;

• Fraud prevention; and

• Compliance with legal, tax and accounting obligations.

15.2. Customers are responsible for ensuring that the information supplied during registration and ordering is correct and kept up to date.

15.3. Further information concerning the processing and protection of personal data is available in the Privacy Policy published on the website.

16. Liability

The liability of Caelan GmbH is governed by applicable statutory law.

Nothing in these Terms and Conditions excludes or limits liability where such exclusion or limitation is not permitted by law.

17. Contact

For B2B access, wholesale cooperation and general OrganicEra wholesale enquiries:

OrganicEra Email: info@organicera.com

For orders, invoices, deliveries, returns and fulfilment-related matters:

Caelan GmbH Kyffhäuserstraße 13 40545 Düsseldorf Germany

Email: contact@caelan.de Phone: +49 174 738 21 99

18. Governing Law and Jurisdiction

18.1. These Terms and Conditions and all contracts concluded under them are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2. If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the place of jurisdiction for disputes arising from the business relationship shall be Düsseldorf, Germany, to the extent permitted by law.

18.3. Mandatory statutory rules concerning jurisdiction remain unaffected.

19. Amendments to These Terms

19.1. Caelan GmbH may update these B2B Terms and Conditions from time to time.

19.2. Changes apply to future orders after the revised Terms and Conditions have been published.

19.3. The version applicable to an order is the version in force at the time the order is submitted, unless otherwise agreed in writing.

20. Severability

If any provision of these Terms and Conditions is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

The applicable statutory provisions shall apply in place of any invalid or unenforceable provision.