Last updated: 20 October 2026

1. Scope and Business Customers

1.1 These Wholesale Terms and Conditions (Terms) govern business-to-business sales of New Orchard branded footwear, accessories and other products (Goods) by The New Orchard GmbH, Seestrasse 82, 8002 Zurich, Switzerland (New Orchard), to professional retail buyers (Buyer). They do not apply to consumer purchases.

1.2 These Terms apply to each order accepted by New Orchard unless the parties expressly agree otherwise in writing. Buyer’s own purchasing conditions do not apply unless expressly accepted by New Orchard in writing.

1.3 No exclusivity, territory protection, minimum supply obligation, agency, franchise or ongoing distributorship is created unless expressly agreed in a separate signed agreement.

2. Orders and Acceptance

2.1 Buyer shall submit orders identifying products, styles, sizes, quantities, delivery address and requested delivery period. Orders are binding on New Orchard only when confirmed in writing by New Orchard.

2.2 New Orchard may accept an order in full or in part, subject to stock availability, production capacity and credit approval.

2.3 Once confirmed, orders may not be cancelled or amended by Buyer without New Orchard’s written agreement. Any agreed cancellation may be subject to reasonable, documented costs already incurred, including non-recoverable production commitments.

2.4 New Orchard may cancel an unfulfilled order if Goods are unavailable or production becomes impracticable. Any amounts paid for cancelled, undelivered Goods will be refunded.

3. Prices, Taxes and Minimum Orders

3.1 Wholesale prices and currency are those stated in New Orchard’s current wholesale price list or written order confirmation. Minimum opening orders are EUR 1,000 OR 10 pairs of shoes (either threshold is sufficient) for footwear, and EUR 500 for accessories. Minimum reorder values are EUR 300 for footwear and EUR 200 for accessories. Exceptions may be agreed individually in writing with New Orchard. Prices may be updated for future orders; confirmed order prices will not change without agreement.

3.2 Unless expressly stated otherwise, prices exclude VAT, sales taxes, customs duties, import charges, freight and insurance. Their treatment will depend on the agreed delivery terms and applicable law.

3.3 Suggested retail prices are recommendations only. Buyer remains free to determine its resale prices independently, subject to applicable competition law.

3.4 Commission-Based and Consignment Arrangements. Where agreed between New Orchard and the Buyer, Goods may be supplied under a commission-based or consignment sales model instead of a standard wholesale purchase. Commission rates, payment terms, settlement periods, ownership of stock, responsibility for unsold Goods, returns and other commercial conditions shall be agreed individually in writing directly between New Orchard and the retailer before the arrangement begins. Where individually agreed commission or consignment terms conflict with these standard wholesale purchase terms, the individually agreed terms shall prevail.

4. Payment

4.1 Payment currency and payment method shall be specified in the order confirmation or invoice. For first orders, 50% of the order value is payable within seven (7) business days after the order is placed and the remaining 50% before dispatch. For confirmed seasonal production orders, a 30% deposit is payable upon order confirmation and the remaining 70% before shipment. The applicable payment schedule shall be confirmed in writing for each order. Any alternative terms must be agreed in writing between New Orchard and Buyer.

4.2 New Orchard may withhold dispatch until cleared funds are received and may suspend further orders if invoices remain overdue.

4.3 Buyer shall not make deductions or set-offs except for undisputed amounts or where required by mandatory law. Any late-payment interest or recovery charges must comply with applicable law and any written agreement.

5. Delivery, Risk and Title

5.1 Dispatch location, estimated shipment date, delivery address, carrier arrangements and applicable Incoterms® 2020 rule (including named place) shall be stated in the order confirmation. Unless otherwise agreed in writing, wholesale deliveries within the European Union are made DAP to the Buyer’s stated delivery address (Incoterms® 2020). Under DAP, New Orchard arranges transport to the named destination; the Buyer is responsible for unloading and any import clearance, duties or import taxes where applicable. For intra-EU movements of Union goods, import customs clearance and duties do not ordinarily apply. For other destinations, the parties shall agree the delivery term in writing before dispatch.

5.2 Delivery dates are estimates unless expressly confirmed as binding. New Orchard shall notify Buyer of material anticipated delays and seek a reasonable revised delivery arrangement. Mandatory legal remedies remain unaffected.

5.3 Risk of loss or damage passes according to the agreed Incoterms® 2020 rule. Ownership of Goods remains with New Orchard until full payment, to the extent enforceable under applicable law; any required formalities shall be completed where necessary.

5.4 Buyer is responsible for providing correct delivery and customs information. Responsibility for export/import clearance, duties and taxes follows the agreed delivery terms.

6. Inspection and Claims

6.1 Buyer shall inspect Goods promptly on receipt and notify New Orchard at store@theneworchard.com in writing of visible shortages, incorrect items or apparent damage within seven (7) calendar days, with order details and supporting photographs. Concealed defects should be reported promptly after discovery. New Orchard will provide return instructions and the appropriate return warehouse address after reviewing the claim. These notice periods do not override mandatory law.

6.2 New Orchard shall review substantiated claims and, where appropriate, provide replacement Goods, repair, a credit note or refund, taking account of applicable law and product availability.

6.3 Buyer shall not dispose of or return disputed Goods without New Orchard’s written instructions, unless necessary to prevent further loss.

7. Returns and Unsold Stock

7.1 Wholesale purchases are not eligible for consumer-style withdrawal or change-of-mind returns. Unsold stock, seasonal leftovers and slow-moving Goods are not returnable unless agreed in writing.

7.2 Any authorised return must be approved in advance, with return instructions and the agreed allocation of shipping costs. Returns for confirmed defects will be handled in accordance with applicable law and New Orchard’s written instructions.

8. Product Care, Warranty and Compliance

8.1 Buyer shall store, handle, display and sell Goods in accordance with product instructions and applicable law, and shall not remove or alter product labels, safety information or traceability identifiers.

8.2 Buyer shall promptly inform New Orchard of product safety complaints, suspected defects, recalls or regulatory inquiries and cooperate in any necessary corrective action.

8.3 New Orchard makes no warranty beyond those expressly agreed in writing or required by mandatory law. Normal wear, misuse and damage from improper care are not manufacturing defects.

9. Brand, Marketing and Sales Channels

9.1 Buyer may use New Orchard trademarks, product images and approved marketing materials solely to advertise and resell genuine Goods purchased from New Orchard during the business relationship, in accordance with reasonable brand guidelines. All intellectual property remains with its respective owner.

9.2 Buyer shall not modify Goods, misrepresent materials or certifications, or make unapproved product, sustainability or performance claims.

9.3 Buyer shall disclose its intended retail channels. Sales through Buyer’s own physical store and own retail website are permitted as agreed with New Orchard. Sales through third-party marketplaces, including Amazon, eBay and Zalando, require New Orchard’s prior written authorisation where such a requirement is lawful and part of the parties’ agreed distribution arrangements. Any restrictions on online sales, territories or marketplaces apply only to the extent permitted by applicable competition law.

9.4 Buyer determines resale prices independently. No minimum or fixed resale price is imposed.

10. Confidentiality and Personal Data

10.1 Non-public wholesale prices, commercial terms and other confidential business information exchanged between the parties shall be kept confidential, except as required by law or necessary to perform the contract.

10.2 Each party shall comply with applicable data protection law in processing business contact and other personal data. Any additional data-processing agreement required for a particular activity shall be agreed separately.

11. Liability and Force Majeure

11.1 Neither party excludes or limits liability for wilful misconduct, gross negligence or any liability that cannot lawfully be excluded. Subject to mandatory law, neither party is liable for indirect or consequential losses such as lost profits arising from ordinary breach.

11.2 Neither party shall be responsible for delay or failure caused by events beyond its reasonable control, provided it promptly informs the other party and takes reasonable steps to mitigate the effects. If a material interruption continues, the parties shall discuss cancellation of the affected unfulfilled portion and refund of related advance payments.

12. Suspension and Termination

12.1 These Terms govern individual accepted orders and do not create an automatically renewing 12-month contract. Either party may discontinue future business at any time, without affecting confirmed orders or accrued obligations.

12.2 New Orchard may suspend performance or cancel an affected unfulfilled order following a material breach by Buyer that is not remedied within a reasonable written cure period, or where continued performance would be unlawful. Any refunds and payment obligations will be determined by the circumstances and applicable law.

13. Governing Law and Disputes

13.1 These Terms and each wholesale sale contract are governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and, to the extent lawfully excludable, the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 Subject to mandatory jurisdiction rules, the competent courts of Zurich, Switzerland, shall have exclusive jurisdiction. The parties shall first seek to resolve disputes amicably.

14. General Provisions and Contact

14.1 Changes to these Terms apply only to future orders unless expressly agreed otherwise in writing. If a provision is unenforceable, the remainder shall remain effective to the extent legally possible.

14.2 Notices concerning orders and claims should be sent to store@theneworchard.com.

The New Orchard GmbH | Seestrasse 82, 8002 Zurich, Switzerland | store@theneworchard.com