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Wholesale Terms

Conditions for use in Factory wholesale sales

Business Purchase Only | Effective Date: August 1, 2026

Chapter 1 General Provisions

Article 1

purpose

These Terms of Use establish the conditions applicable to transactions in which a corporation or sole proprietorship purchases goods at wholesale prices or under separate quotation conditions through FADTORY (hereinafter referred to as “FADTORY”) operated by Gurapa Lab Co., Ltd.

Article 2

Definition of wholesale sales

“Wholesale sales” refers to a transaction in which a corporation or sole proprietor purchases goods registered on Pattern at wholesale prices or under separate quotation conditions for business purposes, resale, distribution, operation of a select shop, corporate purchasing, or other commercial purposes.

Article 3

Applicable to

  1. 1Wholesale sales are available to corporations or sole proprietorships holding a business registration certificate.
  2. 2The company may verify the business registration certificate, contact person information, purpose of purchase, sales channel, distribution country or region, credit information, payment eligibility, etc.
  3. 3The company may refuse wholesale sales requests considering brand protection, distribution order, regional restrictions, inventory status, credit risk, etc.
Article 4

Menu and Exposure Strategy

As wholesale sales differ in nature from sales to general consumers, we adhere to the principle of avoiding excessive exposure on the main consumer menu and instead managing them through a separate “Wholesale Inquiry” menu or a dedicated entry screen for business operators. This measure is intended to protect consumer price trust and the premium brand image.

Chapter 2 Order and Transaction Procedures

Article 5

Wholesale Sales Process

  1. 1A business buyer submits a wholesale sales inquiry.
  2. 2The company verifies business information and reviews the brand, product, quantity, delivery date, country or region, and customs clearance conditions.
  3. 3The company provides wholesale line sheets, product information, quotations, or quotation conditions as needed.
  4. 4The business buyer reviews the quotation, purchase order, and terms of transaction, and confirms the order.
  5. 5As a general rule, the company proceeds with import, customs clearance, and domestic delivery procedures after the order is confirmed, and delivers the product to the buyer's designated address.
  6. 6If otherwise specified in product-specific brand policies, quotations, purchase orders, or separate contracts, the applicable conditions shall apply.
Article 6

Quotation and Order

  1. 1Wholesale prices, minimum order quantities, shipping fees, customs duties and taxes, clearance fees, exchange rates, delivery dates, and payment terms are subject to the quotation or purchase order for each product.
  2. 2Prices indicated on the wholesale line sheet are subject to change without prior notice, and the final terms of the transaction are based on the quotation or invoice issued by the company.
  3. 3A purchase order becomes effective when it is confirmed by the company and the business buyer in writing or electronically.
  4. 4The Company may recalculate the quotation if the validity period of the quotation expires or if exchange rates, shipping costs, or brand supply prices change.
Article 7

Payment terms

  1. 1Wholesale sales can be processed with full prepayment, a down payment and balance, or according to separately agreed payment terms.
  2. 2In cases where a prepayment and balance payment structure is used, the Company may not proceed with securing goods, importing, customs clearance, or shipment until the prepayment is received.
  3. 3If the payment of the balance is delayed, the company may withhold shipment, delivery, or additional orders.
  4. 4The criteria for issuing tax invoices or invoices are based on the actual transaction structure, the supplier, and the method of processing value-added tax.

Chapter 3 Import, Customs Clearance, and Delivery

Article 8

Basic sales form

The basic sales method for wholesale is for corporations or sole proprietorships to purchase goods. When a business buyer places an order with Factory, Factory generally handles the import and customs clearance procedures according to product-specific conditions and delivers the goods to the buyer's designated address.

Article 9

Import and Customs Clearance

  1. 1If the company is responsible for import and customs clearance, the company may share information with brands, logistics companies, customs brokers, and shipping companies to the extent necessary.
  2. 2The party responsible for bearing costs such as customs duties, value-added tax, customs clearance fees, quarantine and certification costs, and transportation costs shall be determined in the quotation or a separate contract.
  3. 3The delivery date is subject to change due to customs clearance, certification, quarantine, customs inspection, shipping delays, etc., and the Company will notify business buyers if such changes are confirmed.
  4. 4If separate certification, marking, labeling, safety verification, or country of origin indication is required for domestic sales or distribution due to the nature of the product, the scope of responsibility will be determined in the quotation or a separate contract.
Article 10

Shipping and delivery

  1. 1As a general rule, products are shipped to the domestic address designated by the buyer.
  2. 2Costs incurred due to address errors, recipient absence, or delays in acceptance by the business buyer may be borne by the business buyer.
  3. 3The inspection period after product delivery is determined in the quotation or a separate contract; unless otherwise specified, any external defects or misdelivery must be notified within 3 business days of receiving the product.

Chapter 4 Cancellation, Return, and Defects

Article 11

Restrictions on cancellation of wholesale sales

  1. 1As wholesale sales are transactions between businesses, the standards for withdrawal of subscription by general consumers may not apply.
  2. 2Cancellation due to a simple change of mind may be restricted once the business buyer has confirmed the order and the brand ordering, product procurement, production, import, customs clearance, and shipping procedures have been initiated.
  3. 3In the event of order cancellation, actual costs incurred, such as brand cancellation fees, shipping fees, customs fees, storage fees, foreign exchange losses, financing costs, and production costs, may be borne by the business buyer.
  4. 4The eligibility for cancellation and the criteria for cost allocation shall take precedence over the conditions specified in the quotation, purchase order, or separate contract.
Article 12

Returns and Exchanges

  1. 1Wholesale products cannot be returned or exchanged for reasons such as a business buyer's simple change of mind, poor resale value, lack of consumer response, price fluctuations, or exchange rate fluctuations.
  2. 2In the event of product defects, misdelivery, insufficient quantity, or delivery of goods different from the stated specifications, the business buyer must notify the company with supporting documents within the designated inspection period.
  3. 3If a defect or incorrect delivery is confirmed, the Company may propose an exchange, repair, additional delivery, refund, or alternative solution in consultation with the brand, logistics company, and insurance company.
  4. 4Damage or contamination occurring during the storage, sale, handling, display, or repackaging process by the business buyer is not eligible for return or exchange.
Article 13

Quality and Labeling Responsibility

  1. 1Product information, country of origin, materials, manufacturer, certifications, usage precautions, etc. provided by the brand may be based on brand data.
  2. 2If a business buyer resells domestically, the business buyer may be responsible for labeling, advertising, consumer guidance, inventory management, and after-sales service required by the final sales channel.
  3. 3If the company performs domestic display, labeling, and detail page production under a separate contract, the scope and costs shall be agreed upon separately.

Chapter 5 Brand Protection and Distribution Management

Article 14

Resale and distribution restrictions

  1. 1Business buyers must not sell products in a manner that undermines brand value and distribution order.
  2. 2If a brand or company restricts sales regions, sales channels, pricing policies, image usage, or advertising representation, the business buyer must comply with such conditions.
  3. 3Business buyers must not engage in parallel distribution, unauthorized overseas re-export, mass dumping outside the platform, or unauthorized use of trademarks or images without the prior consent of the company or brand.
Article 15

Intellectual property rights and content usage

  1. 1Intellectual property rights, such as brand names, trademarks, logos, images, videos, lookbooks, and product descriptions, belong to the company, brand, or the rightful owner.
  2. 2Business buyers may use images and content only within the scope permitted by the company or brand.
  3. 3If unauthorized use, modification, false or exaggerated advertising, or acts damaging the brand image are confirmed, the Company may take measures such as suspending supply, claiming damages, and restricting transactions.
Article 16

Confidentiality

  1. 1Wholesale prices, line sheets, brand supply prices, quotations, terms of trade, buyer information, brand information, etc. are treated as confidential information.
  2. 2Business buyers must not disclose confidential information to third parties or use it for purposes other than the transaction without the company's prior consent.
  3. 3The obligation of confidentiality remains in effect even after the transaction is closed.

Chapter 6 Personal Information and Disputes

Article 17

Personal Information Processing

During the wholesale sales process, the name of the person in charge, contact information, email, shipping address, business registration information, and order and payment information may be processed, and matters regarding the processing of personal information are subject to the Factory Privacy Policy.

Article 18

Limitation of Liability

  1. 1The Company shall bear liability for damages caused by the Company's willful misconduct or negligence in accordance with relevant laws and contract terms.
  2. 2The Company's liability for delays or damages caused by reasons beyond the Company's reasonable control, such as natural disasters, war, infectious diseases, customs clearance delays, transportation delays, brand production delays, government regulations, or sudden fluctuations in exchange rates, may be limited.
  3. 3If a significant delay or reason for inability to supply is identified, the Company will promptly notify the business buyer and discuss alternative solutions.
Article 19

Dispute resolution

  1. 1The Company and the business buyer strive to resolve disputes through mutual consultation in the event of a dispute.
  2. 2These Terms of Use are governed by the laws of the Republic of Korea.
  3. 3In the event that a lawsuit is filed, it shall be subject to the competent court specified in relevant laws or a separate agreement.
Addenda

Effective date

These Terms of Use are effective from August 1, 2026.

Effective Date: August 1, 2026

Gurapa Lab Co., Ltd

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