GENERAL TERMS AND CONDITIONS OF SALE

1. Introduction

1.1. Products sold at a distance through this website, www.ely-ely.com (the "Site"), all bearing the "ELY ELY" trademark (the "Products"), are offered by the Italian company Ely Ely S.r.l. ("Ely Ely" or the "Seller"), with registered office at Via Bellini 11 – 20145 Milano (MI) – Italy, Tax Code and VAT No. IT13528910964, REA MI-2728671.

1.2. Use of the distance selling service is reserved exclusively for consumers (hereinafter "Customer" or "Customers"), meaning natural persons acting for purposes unrelated to any commercial, entrepreneurial, artisanal, or professional activity they may carry out, who are at least 18 years of age (or, if minors, authorised by their legal representative). Resale or transfer of products purchased on the Site for commercial purposes is expressly prohibited.

1.3. The languages used for the conclusion of the sales contract are Italian and English. The purchase of products is governed exclusively by the General Terms and Conditions of Sale (the "Terms") published on the Site and in force at the time of purchase, as well as, to the extent not expressly provided for in the Terms, by applicable law. Ely Ely reserves the right to amend these Terms at any time. The sales contract between the Seller and the Customer shall be governed by the Terms published on the Site at the time of purchase.

1.4. These Terms are published on the Site for the purposes of information, storage, and reproduction by the Customer, in compliance with applicable law.

1.5. Where the Customer requests the production of specific products with particular characteristics differing from the Products commercially available on the Site (for example: engravings, custom prints, non-standard fabrics or sizes, etc.), the contractual provisions applicable to Customised Products (the "Customised Products") shall apply, as set out below.

1.6. Pursuant to EU Regulation 833/2014 and its subsequent amendments, Products may not be sold, exported, or delivered, directly or indirectly, to Russia or to natural or legal persons established in Russia. Pursuant to Council Regulation (EC) No. 765/2006 and its subsequent amendments, Products may not be sold in Belarus. The same restrictions apply to the Democratic People's Republic of Korea. Ely Ely reserves the right not to accept orders from countries subject to restrictions imposed by the Republic of Italy in force at the time of the order, as well as from individuals subject to such restrictions. Any orders with a delivery address in the above-mentioned countries, or otherwise placed in violation of applicable sanctions legislation, cannot be processed.

2. Product Availability

2.1. The Customer acknowledges that Products are available in limited quantities and is therefore aware that Ely Ely will need to verify their availability at the time of purchase.

2.2. Occasionally, the availability of certain Products may be subject to disruptions. In such circumstances, Ely Ely will promptly notify the Customer (and in any event within the timeframes specified below) by e-mail that the order placed has been cancelled.

Where the Products ordered by the Customer are only partially available, the Customer will be informed accordingly. However, the Customer agrees and accepts to receive only the available Products, unless they have selected on the Site the option to receive the entire order as a single unit. In that case, the Customer will be asked whether they wish to receive the available Products or cancel the order in full.

2.3. Ely Ely reserves the right to vary the items offered for sale on the Site at any time, without prior notice.

3. Purchase Process

3.1. Each Product offered for sale on the Site may be viewed via a dedicated link showing photographs of the item, the unit price, colours and sizes (where applicable). For those Products expressly marked on the Site as "Pre-Order" or "Pre-Ordered Product" because they are not yet ready for dispatch, the dedicated link will also show the estimated delivery date.

3.2. The Customer may purchase one or more Products, up to a maximum of 4 units per Product, subject to any provisions applicable to specific types of Products. The Seller reserves the right to vary the limits on the number of Products that may be purchased through the Site at any time.

3.3. The Products selected by the Customer will be added to a dedicated section (hereinafter the "Shopping Bag"). A description of the Products, including measurements, colour or sizes (where applicable), together with one or more digital photographs clearly showing the Products, will be included in the Customer's Shopping Bag.

3.4. Although Ely Ely constantly takes measures to ensure that the photographs displayed on the Site accurately reflect the original products, there may be some discrepancies due to the technical characteristics and colour resolution of the device used by the Customer. Accordingly, Ely Ely shall not be liable for any inadequacy in the graphic representations of Products displayed on the Site where this is attributable to the aforementioned technical reasons.

3.5. To view the selected Products and the total purchase price, please visit the Shopping Bag page. Before confirming the relevant order (hereinafter the "Order"), the Customer must verify the accuracy of the contents of the Shopping Bag and complete the Order form in accordance with the instructions provided on the Site.

3.6. The purchase process is completed as soon as the Customer clicks the relevant final order confirmation button (hereinafter the "Buy Button"), thereby validating their Order, which will be transmitted directly to Ely Ely. Once the Buy Button has been clicked, the contents of the Order may no longer be modified by the Customer.

3.7. Before confirming the Order, the Customer is required to confirm that they have read and accepted these General Terms and Conditions of Sale. At the end of the purchase process, the Customer is advised to save or print the General Terms and Conditions of Sale.

3.8. The purchase process must be completed in full; failing this, the Order cannot be submitted to Ely Ely.

3.9. Each Order and the Customer data required for the purchase will be stored by Ely Ely for the period prescribed by and in compliance with applicable law. Any use of Customer data for purposes other than the purchase shall be subject to the Customer's prior express consent in accordance with the conditions set out in the "privacy policy" published on the Site.

3.10. Customers who have registered for access to the reserved area of the Site may check the status of their Order by logging into that area and accessing the "My Orders" page.

3.11. The Customer acknowledges that they are responsible for the accuracy and truthfulness of all data entered on the Site or otherwise used at the time of purchase.

3.12. The Customer is aware that the Site may also offer the opportunity to pre-order a selection of Products prior to their commercial launch or market distribution. The Customer acknowledges that such Products are not yet available for delivery at the time the relevant Order is submitted. Products that may be pre-ordered are clearly identified and marked on the Site with the label "Pre-Order" or "Pre-Ordered Product".

3.13. The Customer acknowledges and accepts that, where they place a pre-order for a Product, the relevant price shown on the Site and displayed in the Shopping Bag section will be charged to the Customer in advance upon receipt of the Confirmation E-mail, as defined in section 4.2 below, even though the Pre-Ordered Product is not yet ready for dispatch at that time. The Pre-Ordered Product will be delivered to the Customer by the estimated delivery date specified in the Product page description. Where an Order submitted by the Customer also includes one or more Pre-Ordered Products in addition to Products already available, all relevant prices for that Order will be charged to the Customer in advance upon receipt of the Confirmation E-mail, even though such Pre-Ordered Products will be delivered on the respective estimated delivery dates specified in the Product page descriptions.

3.14. Further details regarding payment, delivery, and confirmation of Pre-Ordered Products are set out below in the respective sections.

3.15. The Customer acknowledges and accepts that, except as specifically provided in this document for Pre-Ordered Products, the other clauses of these General Terms and Conditions of Sale shall also apply to Pre-Ordered Products.

4. Conclusion and Performance of the Contract

4.1. Following confirmation of the Order, it is submitted to Ely Ely for processing and may not be further modified. The Customer's Order will be processed by Ely Ely only if the entire purchase process has been duly completed without any errors being reported by the Website.

After placing the Order, the Customer will receive, without undue delay, an e-mail from Ely Ely acknowledging receipt of the Order. However, this does not mean that the Order has been accepted. Acceptance of the Order by Ely Ely and conclusion of the contract shall occur as described in section 4.2 below.

4.2. The contract between Ely Ely and the Customer shall be deemed concluded upon the Customer's receipt of one or more confirmation e-mails from Ely Ely (hereinafter the "Confirmation E-mail").

The Confirmation E-mail will be sent to the address provided by the Customer on the order form and will contain the relevant confirmation and a summary of the terms and conditions of sale, including: a description of the Product and its main characteristics, the total order price including any shipping charges, the address for complaints, information on after-sales services, the Customer's right of withdrawal, and the procedures for exercising it.

4.3. Ely Ely reserves the right not to accept an Order placed by a Customer in the following cases:

• a) the Products included in the Order are unavailable, subject to the provisions applicable to Pre-Ordered Products;
• b) there is a dispute between Ely Ely and the Customer relating to a previous Order;
• c) the Customer has previously breached the General Terms and Conditions of Sale or has failed to fulfil the obligations arising therefrom;
• d) the Customer is purchasing the Products with the intention of reselling them or selling them for commercial or professional purposes and, in any event, outside a consumer relationship;
• e) the Customer has been involved in, or is suspected of being involved in, illegal or fraudulent activities;
• f) in any case where performance of the Order by Ely Ely is prohibited by applicable law and/or regulations.

In such cases, Ely Ely will notify the Customer by e-mail, within 30 (thirty) days of the date of receipt of the Order, of the cancellation of the Order received. In that case, no Order shall be deemed to have been accepted by Ely Ely.

4.4. In the event of partial availability of Products, where the Customer has selected the option to receive the entire Order in a single shipment, they will be asked whether they wish to receive the available Products or cancel the Order in full. If the cancellation is only partial, the Customer will be charged only the price of the Products actually purchased.

The Customer agrees and accepts to receive only the available Products, unless they have selected on the Website the option to receive the entire Order as a single shipment.

4.5. Before the Customer is bound by the contract, Ely Ely will provide, in a clear and comprehensible manner, all information required by Article 49 of the Consumer Code, including: the main characteristics of the Products, the identity and contact details of the Seller, the total price inclusive of taxes and shipping charges, payment methods, delivery timeframe, conditions of the right of withdrawal (including its exclusion for Customised Products), return costs, statutory two-year conformity guarantees, etc. Such information is displayed on the order summary page and/or in the Shopping Bag.

5. Prices and Payment Methods

5.1. The prices of all Products offered for sale on the Website are inclusive of VAT.

5.2. Prices are stated in Euros (EUR).

5.3. The total price displayed in the Shopping Bag includes any applicable shipping charges, which will be indicated separately. In any event, Ely Ely will require the Customer's express consent before charging any additional costs.

5.4. The prices shown on the Website and displayed in the Shopping Bag section at the time of the Customer's confirmation of the Order (by clicking the buy button) will be charged to the Customer provided that the Products ordered are available at that time; Orders containing Pre-Ordered Products are an exception, for which the relevant amount will be charged in advance in accordance with clause 5.6 below, even if not yet ready for dispatch. Ely Ely reserves the right to modify the prices of Products offered on the Website at any time and without prior notice.

5.5. Ely Ely accepts only credit cards and the other payment methods expressly indicated on the Website.

5.6. For the purposes of payment by credit card, the Customer confirms and warrants that they are the holder of the card used for the purchase and guarantees the accuracy of all data entered at the time of purchase (card number, expiry date, and, where applicable, the security code). Amounts will be charged only following:

• (i) verification of the credit card details;
• (ii) receipt of authorisation to charge from the card-issuing company;
• (iii) confirmation by Ely Ely of product availability and, in any event, after the Order is ready to be processed.

Both for Orders consisting exclusively of Pre-Ordered Products and for those partially including them, the total transaction amount will be charged for all Products — i.e. both those already available and those on Pre-Order not yet ready — upon dispatch of the Confirmation E-mail. No amount will be charged at the time of submission of the Order.

5.7. For payments made through other payment service providers, the Customer confirms and warrants that they are the holder of the account used for the purchase. Amounts relating to the transaction will be charged only after receipt of the Confirmation E-mail from Ely Ely.

5.8. Purchased Products will be dispatched only after regular payment of the amount due by the Customer. In the event that, for any reason, it is not possible to charge the Customer the amounts due, the sale process shall be deemed automatically terminated and the sale cancelled, and the Customer will subsequently be notified accordingly.

5.9. In the event that one or more Products are unavailable and the Customer has decided not to cancel the Order in full, the Customer will be charged only the price of the available Products and any related shipping charges.

6. Shipping and Delivery

6.1. The Customer will receive the Products separately as soon as they are ready for dispatch, unless they have selected on the Website the option to receive the entire Order in a single shipment. Products will be delivered to the address indicated by the Customer in the Order. A signature will be required upon delivery.

6.2. For security reasons, Ely Ely will not process any order addressed to a P.O. box, nor will it accept orders that do not allow identification of the natural person recipient and their address.

6.3. Where shipping charges are payable by the Customer, these will be expressly and separately indicated from all other costs at the end of the Order completion process and before clicking the buy button.

6.4. In accordance with applicable law, the period within which Ely Ely is required to deliver the purchased Products is 30 (thirty) days from the date of conclusion of the contract, subject to force majeure. For Orders relating to Pre-Ordered and/or Customised Products, the delivery date will exceed 30 days; Ely Ely will deliver such Products by the estimated delivery dates or within the delivery periods agreed with the Customer, as indicated in the Product page description.

6.5. Should Ely Ely fail to deliver the Products within the aforementioned period, the Customer must request that delivery be made within an additional period appropriate to the circumstances. The Customer shall in any event have the right to terminate the contract immediately if the Product is not delivered within such additional period.

6.6. Ely Ely has the right to split the Order into multiple shipments based on Product availability. The Customer will receive the Products separately, unless they have chosen single shipment on the Website. Ely Ely may charge for the Products at the time of each individual shipment or in a single amount.

6.7. Once the Product has been dispatched, the Customer will receive an e-mail containing the tracking code and a link to monitor the delivery in real time. Ely Ely's Customer Service will provide assistance with any delivery-related issues. Customers may contact Customer Service at: info@ely-ely.com.

6.8. As an alternative to courier delivery, the Customer may request collection from a store selectable on the Site at the time of purchase (provided the Order does not contain Pre-Ordered Products). If the Customer does not collect the Products within 30 (thirty) days of receipt of the collection availability e-mail, the sale may be cancelled by Ely Ely. In that case, the Customer will be notified by e-mail and refunded for any amounts already paid.

6.9. The risk of loss or damage to Products passes to the Customer at the moment they (or a third party designated by them, other than the carrier) take physical possession of the Products. Should loss or damage occur prior to physical delivery, Ely Ely will refund the Customer any amounts already paid.

7. Product Conformity

7.1. Upon delivery, the Customer is required to inspect the Products to ensure they correspond to the items ordered and are free from manufacturing defects or lack of conformity. The sale of Products is subject to the statutory guarantees provided for under the laws in force in the Republic of Italy, as well as any additional contractual guarantees provided to the Customer.

7.2. In the event of manufacturing defects or lack of conformity, the Customer shall have the right to request restoration of conformity through repair or replacement of the Product, free of charge, unless the requested remedy is objectively impossible or disproportionately costly. Where any of the cases provided for by law applies, the Customer may request an appropriate reduction in price or termination of the contract with consequent refund of the purchase price paid. The statutory guarantee shall have a duration of two years, in accordance with Article 132 of the Consumer Code. Statutory limitation and forfeiture periods under Italian law shall remain unaffected.

7.3. To report Product defects or non-conformities and to request any of the remedies listed above, Customers may contact Ely Ely at the contact details indicated in section 13.1 below.

8. Returns, Refunds and Right of Withdrawal

8.1. The Customer has the right to withdraw from the contract within 14 (fourteen) days of delivery or collection of the Products, with the exception of the purchase of Customised Products, as further specified below. For Orders split into multiple shipments, this period runs from the day of delivery or collection of the last Product.

8.2. To exercise the right of withdrawal, Customers may use the dedicated form accessible in the "Returns" section of the Website or directly in the "My Account" section if the Customer is registered. To do so, Customers must:

• (i) complete the online form with the required information;
• (ii) affix to the parcel the return address label included inside it;
• (iii) submit a collection request to the carrier appointed by Ely Ely by sending an e-mail to info@ely-ely.com, specifying the address, phone number and preferred date for collection of the parcel (which must be confirmed by the carrier).

Each parcel containing the purchased Products will include a form with return instructions.

8.3. Where the Customer follows the procedure set out in the preceding paragraph, the carrier appointed by Ely Ely will collect the parcel containing the Products to be returned at no cost to the Customer. If, on the contrary, the Customer does not follow that procedure, the return costs and all liability for loss, theft, damage or delay in delivery shall be borne by the Customer.

8.4. The address to which Products are to be returned may also be communicated to the Customer by contacting Ely Ely at: info@ely-ely.com.

8.5. The Customer undertakes to return the Products in respect of which they have exercised the right of withdrawal without undue delay and, in any event, within 14 (fourteen) days of the date on which they notified Ely Ely of the exercise of the right of withdrawal.

8.6. Products must be returned in the same condition in which they were delivered. The Customer must therefore ensure that the Products are intact and complete, have never been used, worn or damaged in any way, and are returned in their original packaging, with all tags with which they were received.

• Where a Product is fitted with a security seal, the return will not be accepted if the original seal has been removed, broken or damaged.

Ely Ely will inspect the packaging and condition of each returned Product, as the substantial integrity of the Products is an essential requirement for the exercise of the right of withdrawal. Ely Ely reserves the right to refuse the return of Products that are damaged, deteriorated, soiled or in a condition that unequivocally indicates they have been used for purposes other than those strictly necessary to ascertain their nature and characteristics. In the event of refusal of a return, Ely Ely will send a specific notice to the Customer and will not proceed with the refund, reserving the right to seek compensation for any damage attributable to the Customer's conduct.

8.7. Ely Ely will refund the amounts due for returned Products without undue delay and in any event within 14 (fourteen) days of the date on which it becomes aware of the exercise of the right of withdrawal. However, Ely Ely reserves the right to withhold the refund until receipt and inspection of the Product, or until the Customer demonstrates that they have correctly returned the product in intact condition. The refund will be made via the same payment method used for the purchase. Ely Ely will notify the Customer by e-mail once the refund has been processed.

8.8. Ely Ely shall not be obliged to refund delivery costs where the Customer has specifically chosen a delivery method other than the standard shipping offered.

8.9. It is understood that the return of Products pursuant to this section is available exclusively for purchases made on the Website.

8.10. The right of withdrawal is excluded, pursuant to Article 59(1)(c) of the Consumer Code, in respect of Customised Products. Prior to purchasing a Customised Product, the Customer will be expressly informed of the exclusion of the right of withdrawal and must expressly accept the loss thereof.

9. Limitation of Liability

9.1. Save in cases of wilful misconduct or gross negligence, Ely Ely shall not in any way be liable to the Customer for any indirect or consequential damages that may arise from the purchase of Products offered for sale on the Website. In any event, damages that were not reasonably foreseeable shall not be recoverable.

10. Guarantee of Product Authenticity and Intellectual Property

10.1. Ely Ely guarantees the authenticity of all Products sold on the Website.

10.2. The "ELY ELY" trademark, as well as all figurative and non-figurative trademarks and, more generally, all other trademarks, illustrations, images and logos appearing on "ELY ELY" products, their accessories and/or packaging, whether registered or not, are and shall remain the exclusive property of Ely Ely.

Any reproduction, in whole or in part, modification, alteration or use of such trademarks, illustrations, images and logos, for any reason and on any medium, is strictly prohibited without authorisation. Ely Ely reserves, to that end, the exercise of the rights and prerogatives conferred by Legislative Decree No. 30/2005 (Industrial Property Code).

11. Governing Law and Disputes

11.1. These General Terms and Conditions of Sale are governed by and shall be construed in accordance with Italian law, without prejudice to the application of any other mandatory provision of law more favourable to the Customer applicable in the Customer's country of habitual residence.

11.2. In the event of a dispute arising from the interpretation and/or application of these General Terms and Conditions of Sale, the court of the place where the Customer is domiciled or resident, if located in Italy, shall have exclusive and non-derogable jurisdiction. Where the Customer's domicile or residence is not in Italy but within the territory of a Member State of the European Union, jurisdiction shall lie with the courts of the Member State in which the Customer is domiciled, or alternatively with the Italian courts, and in particular the Court of Milan, where Ely Ely has its domicile. Where the Customer does not reside within the territory of the European Union, in the absence of any other convention between the Republic of Italy and the Customer's country of residence, the Court of Milan shall have exclusive jurisdiction over any disputes between the parties.

Alternatively, pursuant to Article 14 of EU Regulation 524/2013/EU, the Customer may opt for one of the out-of-court dispute resolution procedures provided for under applicable law, such as the platform provided by the European Commission, available at http://ec.europa.eu/odr. For this purpose, the relevant contact address is info@ely-ely.com.

12. Severability

12.1. Should any provision of these General Terms and Conditions of Sale be found invalid under any law, regulation or final decision of a competent court, all remaining provisions shall continue in full force and effect.

13. Contacts

13.1. For any complaints, additional information or assistance relating to the Website or the purchase process, and in any event for any requests for information and/or clarification regarding these General Terms and Conditions of Sale, Customers may send an e-mail to: info@ely-ely.com