Purchase conditions

1. PURPOSE AND SCOPE

1.1 These general terms and conditions of sale (hereinafter, the “Terms and Conditions of Sale”) regulate the contract of sale and delivery of goods between COOSY SHOP, SLU (hereinafter, “COOSY”) and professional clients (hereinafter, the “Clients” or the “Client”, as appropriate) who place orders for items through the B2B e-commerce platform: www.b2b.coosy.es (hereinafter, the “Website”).

1.2 Placing an order by the Customer implies legally binding acceptance of these Terms of Sale.

1.3 The purchase contract will only be concluded upon our written order confirmation.

1.4 These Terms of Sale shall apply to all transactions between the parties through the Website, unless expressly agreed otherwise.

Any specific conditions that differ from these will only be binding if they have been previously accepted in writing by COOSY.

In particular, specific conditions expressly indicated during the purchasing process on the Website will be considered binding.

1.5 The Terms of Sale will only apply if the Customer is a business owner, as previously validated by COOSY. The Terms of Sale are not intended for end consumers.

2. PREVIOUS REGISTRATION AND VALIDATION PROCESS BY COOSY

2.1. To access the COOSY product catalog and place orders, the Customer must register on the Website by providing the information requested by COOSY on the corresponding form.

2.2. COOSY will receive a registration request, review, and validate the information. Only after COOSY's approval will the Client be granted personalized access to the wholesale customer area using secure credentials.

23. The use of the user account is personal and non-transferable.

The Client's profile will be protected by a password chosen by the Client.

2.4. The Client is responsible for ensuring, by all reasonable means at its disposal, the security of its access credentials and must diligently prevent access to them by unauthorized third parties. COOSY shall not be liable for any damages or losses arising from misuse thereof, which shall be borne by the Client. The Client must immediately notify COOSY of any theft or fraudulent appropriation of access credentials by third parties, or of any reasonable suspicion that such theft or fraudulent appropriation has occurred or may occur.

3. CONDITIONS OF THE PURCHASE PROCESS

3.1. Minimum order: Orders will be subject to a minimum amount of €3,000.00 at the start of the season, and subsequent orders during the season will be for a minimum value of €400.

3.2. Prices and taxes: All prices shown in the product catalog do not include taxes, packaging, and shipping costs. The corresponding tax will be applied and itemized during the purchase process, according to applicable tax regulations. In all cases, the following must be taken into account:

• National customers (Spain): The corresponding VAT will be applied, according to the rate in force on the date the invoice is issued.

• Intra-Community (EU) customers: Exempt from VAT if they present a valid and verified VAT ID number.

• Non-EU customers: The corresponding taxes or fees will be charged depending on the destination country and its current regulations.

In any case, COOSY is not responsible for any tariffs, import taxes, or customs charges in the destination country.

3.3. Payment Methods: The payment methods accepted by COOSY are as follows:

• Bank transfer.

• Credit/debit card, through a secure web gateway.

Orders will be processed once payment is confirmed.

4. SHIPPING AND DELIVERY CONDITIONS

4.1. Coverage: COOSY ships domestically and internationally to all countries, with exceptions due to logistical or commercial restrictions. If product shipment is agreed upon, it will be transported at the Customer's risk, with COOSY determining the type of shipment, itinerary, and carrier. If product shipment is not agreed upon, the place of fulfillment will be the location of our factory or warehouse.

4.2. Shipping costs: Shipping costs will be calculated individually by COOSY and communicated to the Customer prior to shipping. If the Customer does not agree with the amount, other logistics or alternative transportation options may be discussed.

4.3. Delivery times: Estimated delivery times are as follows:

• Spain (peninsula): 3 to 5 business days.

• Balearic Islands and Canary Islands: 10 working days.

• Intra-EU or Extra-EU: This will depend on the destination country and the chosen mode of transport. The customer will be informed during the process.

The indicated delivery times are estimates and may vary for reasons beyond COOSY's control. If the agreed delivery time is exceeded, the Customer must grant a reasonable additional time in writing, negotiated with Coosy.

4.4. Customer Responsibility: The Customer assumes all costs arising from incorrect delivery information provided or failure to receive or collect duly supplied products.

4.5. Transport Insurance: The Client authorizes us to arrange appropriate transport insurance on behalf of the Client for an amount that will be at least the invoice value of the merchandise.

5. RETURNS AND CLAIMS

5.1. General Policy: COOSY does not accept returns, except in the case of defective or faulty products; these situations must be duly verified by the Customer.

5.2. Claims for defects: The Customer must inspect the merchandise upon receipt and, if any visible defects, shortages, or damage are detected, notify COOSY in writing within 48 hours of delivery.

Outside of this period, claims for this reason will not be accepted. In the event of a proven defect:

• If stock is available, the item will be replaced.

• If there is no stock, the corresponding amount will be refunded.

In any case, the Customer will not have any rights for a shipping defect if there has only been a slight decrease in the agreed quality.

5.3. Condition of COOSY products: Unless otherwise agreed in writing, the condition of the products will be based exclusively on the specifications of the product catalog current at any given time on the Website.

6. LIMITATIONS OF LIABILITY

6.1. The Website sells products that comply with European legislation, and disclaims all liability arising from the legislation applicable to countries outside of Europe.

6.2. COOSY will not be responsible for:

• Out of stock: In the event of a lack of availability after purchase, the Customer will be notified and the corresponding amount will be refunded.

• Shipping Delays: If an order is delayed, the tracking will be done with the courier company. In the event of confirmed loss, the merchandise will be replaced, if possible, or, if not, a refund will be issued.

• Price Differences: If a product's price drops after purchase, refunds for the difference will not be issued.

• Force majeure: COOSY shall not be liable for delays or failures to fulfill its obligations under this Agreement when such delays or failures are due to causes completely beyond COOSY's reasonable control or reasonable efforts. These include, but are not limited to, strikes, natural disasters, pandemics, armed conflicts, energy shortages, traffic disruptions, etc.

6.3. In any case, compensation for damages and the Client's right to reimbursement of expenses, in particular due to breach of obligations arising from the Contract, will only apply when COOSY incurs wilful misconduct or gross negligence.

7. CUSTOMER RESPONSIBILITY

7.1. Fraudulent use of the products or for purposes other than the Customer's commercial activity is prohibited.

7.2. The Client shall compensate for all losses and damages and hold COOSY harmless from any civil, administrative, or criminal action that may arise from or is related to a breach by the Client of the aforementioned obligation.

8. INTELLECTUAL AND INDUSTRIAL PROPERTY

8.1. All content on the Website, including text, images, videos, logos, designs, and audiovisual material, is the property of COOSY or its legitimate owners and is protected by intellectual and industrial property laws.

8.2. The use, reproduction or dissemination of such content is expressly prohibited without prior written authorization from COOSY.

9. PARTIAL NULLITY: Should certain provisions of these Terms of Sale be wholly or partially null and void, this shall not affect the validity of the remaining provisions.

10. NOTIFICATIONS: Both parties agree that notifications related to compliance with these Terms of Sale will be made through the contact channels identified on the Website, as well as through the following address: Miguel Yuste 16, 1º Madrid 28037.

11. APPLICABLE LEGISLATION AND JURISDICTION

11.1. These Terms and Conditions of Sale are governed by Spanish law.

11.2. For any dispute that may arise, both parties agree to submit to the jurisdiction of the Courts of Madrid, Spain, expressly waiving any other jurisdiction that may apply.

Last updated: August 2025