1. Scope and application

1.1 These General Terms and Conditions of Sale (the “Terms”) apply to every offer, quotation, order, order confirmation, sale,
supply and delivery of goods by Candles Scandinavia AB (publ), a company incorporated in Sweden, or by an affiliated company
where the relevant offer or order confirmation refers to these Terms (the “Seller”), to a customer acting in the course of
business (the “Customer”).

1.2 These Terms apply whether the goods are standard products, private label products, customised products, components,
packaging, samples, prototypes or other related goods (the “Goods”).

1.3 The Customer’s purchase terms or other standard terms shall not apply, even if referred to in an order, portal, supplier
onboarding document or other communication, unless the Seller expressly accepts them in a document signed by an
authorised representative of the Seller. Performance, delivery or silence does not constitute acceptance of the Customer’s
terms.

1.4 These Terms may be incorporated by reference in an offer, quotation, order confirmation, invoice or other commercial
document and may be made available on the Seller’s website. The version referred to in the Seller’s offer or order confirmation
applies to the relevant contract.

1.5 No variation of these Terms is valid unless expressly agreed in writing by authorised representatives of both parties.

2. Contract formation and order of precedence

2.1 A quotation is non-binding unless it expressly states otherwise. A contract is formed only when the Seller issues a written
order confirmation or otherwise expressly accepts the Customer’s order in writing.

2.2 The Seller may correct obvious clerical, typographical or calculation errors at any time.

2.3 If documents conflict, the following order of precedence applies: (a) a separately negotiated written agreement signed by
both parties; (b) the Seller’s order confirmation; (c) the Seller’s quotation; (d) these Terms; and (e) any specification expressly
approved by the Seller. The Customer’s documents do not form part of the contract unless expressly accepted under Clause
1.3.

2.4 Changes, additions or cancellations requested by the Customer are binding only if accepted by the Seller in writing. The
Customer shall compensate the Seller for all resulting costs, commitments, work performed, materials purchased and loss
reasonably incurred.

3. Product specifications, tolerances and samples

3.1 Only specifications expressly stated in the order confirmation or in a specification expressly approved by the Seller are
binding.

3.2 Images, drawings, samples, prototypes, catalogues, marketing materials, test results, dimensions, weights, colours,
fragrance descriptions, burn times, diffusion performance and other product information are approximate unless expressly
guaranteed in writing.

3.3 The Customer acknowledges that candles and home fragrance products may be affected by natural and permitted
variations in raw materials, fragrance oils, plant-based waxes, dyes, wicks, glass, packaging and production conditions. Minor
variations in colour, scent, surface, texture, dimensions, weight, appearance, burn behaviour or diffusion that do not materially
impair the intended use of the Goods do not constitute a defect.

3.4 Industry-standard and agreed production tolerances apply. The Seller may deliver quantities within any agreed tolerance. If
no tolerance has been agreed, a quantity deviation of up to plus or minus ten per cent (10%) for customised or private label
Goods is permitted and the invoiced quantity shall be the quantity actually delivered.

3.5 The Seller may make changes required by law, authorities, safety considerations, availability of materials or production
methods, provided that the essential function and agreed quality of the Goods are not materially reduced.

4. Customer responsibilities and private label products

4.1 The Customer is responsible for determining whether the Goods, their composition, design, claims, labels, packaging,
instructions and intended use are suitable and lawful in every country and channel where the Customer imports, markets,
distributes or sells them.

4.2 The Customer shall provide complete, accurate and timely specifications, artwork, translations, warnings, instructions,
claims, trademarks, barcodes, market information and regulatory requirements. The Seller may rely on information and
approvals supplied by the Customer.

4.3 Unless expressly agreed otherwise, the Seller’s regulatory responsibility is limited to manufacturing the Goods in
accordance with mandatory requirements applicable to the production of the Goods in the European Union at the time of
manufacture and applying information supplied or approved by the Customer.

4.4 The Customer warrants that all materials, instructions, artwork, trademarks, designs, claims and information supplied by or
on behalf of the Customer are accurate, lawful and do not infringe any third-party right.

4.5 The Customer shall indemnify and hold the Seller harmless from claims, losses, recalls, penalties, costs and expenses
arising from: (a) the Customer’s specifications, materials, claims, instructions or approvals; (b) sale or use of the Goods in a
market not disclosed to the Seller; (c) changes made after delivery; or (d) the Customer’s failure to comply with applicable laws
or product safety obligations. This indemnity does not apply to the extent directly caused by the Seller’s gross negligence or
wilful misconduct.

5. Prices, taxes and adjustments

5.1 Prices are those stated in the order confirmation and are exclusive of value added tax, customs duties, import charges,
environmental fees, levies and similar charges unless expressly stated otherwise.

5.2 Unless otherwise agreed, prices include the Seller’s standard packaging only. Special packaging, pallets, certificates,
testing, labelling, freight, insurance and other services are charged separately.

5.3 The Seller may adjust prices before delivery to reflect material increases in exchange rates, energy, freight, labour, raw
materials, packaging, taxes, duties, regulatory costs or other external costs occurring after the quotation or previous price
agreement. A change of three per cent (3%) or more in a relevant cost factor is considered material.

5.4 For ongoing supply arrangements, prices may be indexed annually based on an agreed index or, if no index is agreed, the
Swedish Consumer Price Index published by Statistics Sweden, together with documented changes in major input costs not
adequately reflected in that index.

5.5 Where prices are based on forecast volumes, minimum order quantities or annual commitments, the Seller may
retroactively adjust prices or invoice the difference if the Customer does not achieve the agreed volumes or commitments.

6. Payment and financial security

6.1 Payment shall be made in the currency, manner and time stated in the order confirmation or invoice. Unless otherwise
agreed, payment is due thirty (30) days from the invoice date.

6.2 The Customer shall pay without set-off, counterclaim, deduction or withholding, except where withholding is required by
mandatory law. If withholding is required, the Customer shall, to the extent lawful, gross up the payment so the Seller receives
the amount it would have received without withholding.

6.3 Late payment bears interest from the due date at the higher of: (a) the rate under the Swedish Interest Act; and (b) eight (8)
percentage points above the reference rate of Sveriges Riksbank, subject to any mandatory maximum. The Customer shall also
reimburse reasonable debt collection and enforcement costs.

6.4 If the Customer is late in payment, exceeds an agreed credit limit, has deteriorating creditworthiness or the Seller
reasonably believes payment is at risk, the Seller may suspend performance, withhold deliveries, require advance payment or
adequate security, reduce credit, cancel undelivered orders or declare all outstanding amounts immediately due.

6.5 Payment to an intermediary, agent or third party does not discharge the Customer unless the Seller has authorised that
recipient in writing.

7. Delivery, risk and title

7.1 The delivery term stated in the order confirmation shall be interpreted in accordance with Incoterms 2020. If no delivery
term is stated, delivery is Ex Works (EXW), the Seller’s premises in Örebro, Sweden, Incoterms 2020.

7.2 Risk passes in accordance with the applicable Incoterms rule. The Customer is responsible for insuring the Goods from the
time risk passes.

7.3 Delivery dates are estimates unless expressly stated as fixed. Partial deliveries and early deliveries are permitted and may
be invoiced separately.

7.4 If the Customer fails to take delivery, provide instructions or perform an obligation necessary for delivery, the Seller may
store the Goods at the Customer’s risk and expense, deem delivery completed, invoice the Goods and recover all resulting
costs.

7.5 Legal title remains with the Seller until all amounts owed by the Customer to the Seller have been paid in full, to the extent
such retention of title is valid under applicable law. Until title passes, the Customer shall keep the Goods identifiable, properly
stored and insured and shall not pledge or grant security over them.

7.6 The Customer shall assist the Seller in taking any action necessary to protect or perfect the Seller’s retention of title under
local law.

8. Delivery time and delay

8.1 The delivery period begins only when the contract has been formed, all necessary information and approvals have been
received, agreed advance payments have been made and all Customer dependencies have been satisfied.

8.2 The delivery time is extended for delays caused by the Customer, changes requested by the Customer, force majeure or
circumstances outside the Seller’s reasonable control.

8.3 If a material delay is solely attributable to the Seller, the Customer may give written notice requiring delivery within an
additional reasonable period of not less than twenty (20) business days. If the Seller fails to deliver within that period, the
Customer may terminate the affected undelivered part of the order.

8.4 Termination under Clause 8.3 is the Customer’s exclusive remedy for delay. The Seller is not liable for lost sales, lost profit,
penalties owed by the Customer to third parties, cover purchases, expedited freight or other losses or costs caused by delay,
except to the extent such liability cannot lawfully be excluded.

9. Inspection and complaints

9.1 The Customer shall inspect the Goods promptly upon receipt and in accordance with good commercial practice. The
inspection shall include appropriate checks of quantity, visible damage, packaging, labelling and representative spot checks of
quality.

9.2 Transport damage, shortages and visible defects must be recorded on the transport document where applicable and
notified to the Seller in writing within seven (7) calendar days after delivery. Latent defects must be notified within seven (7)
calendar days after discovery and in all cases no later than twelve (12) months after delivery.

9.3 A complaint must identify the order, item, batch, affected quantity and alleged defect and include available photographs,
samples, test results and other information reasonably requested by the Seller.

9.4 The Customer shall preserve the Goods and packaging and allow the Seller and its representatives a reasonable opportunity
to inspect, test and investigate. The Customer shall not return, destroy, repair, rework, sort, relabel, repack, recall or otherwise
handle the affected Goods without the Seller’s prior written approval.

9.5 Failure to comply with this Clause 9 results in loss of the right to rely on the alleged defect to the extent the failure prevents
or materially impairs investigation, mitigation or remedy.

9.6 No complaint entitles the Customer to withhold, deduct or set off payment unless the Seller has accepted the complaint
and the amount in writing.

10. Defects and exclusive remedies

10.1 Goods are defective only if they materially fail to comply with an expressly agreed specification at the time risk passes. A
defect does not include normal variation, normal wear, improper storage or handling, misuse, failure to follow instructions,
alterations by the Customer or a third party, incompatibility with materials not supplied by the Seller, or circumstances arising
after risk has passed.

10.2 If the Seller accepts a complaint, the Seller shall, at its sole discretion, remedy the defect by: (a) repair, correction, sorting,
reworking, relabelling, repacking or other corrective action; or (b) replacement of the affected Goods with corresponding
Goods.

10.3 The Seller determines the reasonable method, location, scope and timetable of the remedy, taking into account the nature
and extent of the defect, production capacity, materials and practical circumstances. The Customer shall provide reasonable
access and cooperation.

10.4 The remedies in Clause 10.2 are the Customer’s sole and exclusive remedies for defective Goods. The Seller is not
required to provide a refund, credit, price reduction or monetary compensation unless the Seller expressly agrees otherwise in
writing or such remedy is required by mandatory law.

10.5 The Seller has no liability for costs incurred by the Customer without the Seller’s prior written approval, including transport,
return freight, express freight, storage, inspection, testing, handling, sorting, repair, reworking, repacking, relabelling, disposal,
recall, administration, personnel, third-party contractors or procurement of replacement goods from another source.

10.6 Replacement or remedial action does not restart or extend the original twelve-month complaint period, except that
repaired or replacement Goods are covered for the remaining original period or ninety (90) days from completion of the remedy,
whichever is longer.

11. Product safety, regulatory action and recalls

11.1 Each party shall promptly inform the other of any actual or suspected safety issue, regulatory non-compliance, authority
inquiry or potential recall relating to the Goods.

11.2 No recall, market withdrawal, safety notice or communication to an authority or customer concerning the Goods shall be
initiated by the Customer without prior consultation with the Seller, unless immediate action is required by mandatory law or to
prevent imminent risk of personal injury.

11.3 The parties shall cooperate in good faith to determine the cause, scope and proportionate corrective action. Costs shall be
allocated according to each party’s responsibility for the underlying cause.

11.4 The Customer bears all costs arising from Customer-supplied specifications, artwork, claims, instructions, markets, postdelivery
changes, storage, transport, handling or non-compliance. The Seller’s liability for recall costs remains subject to
Clauses 10 and 12.

12. Limitation of liability

12.1 To the maximum extent permitted by law, the Seller is not liable for any indirect, incidental, special, punitive or
consequential loss or damage, or for loss of sales, revenue, profit, production, contracts, customers, opportunity, goodwill,
anticipated savings, data or business interruption, whether direct or indirect and whether arising in contract, tort, strict liability,
indemnity or otherwise.

12.2 The Seller is not liable for penalties, liquidated damages or other amounts payable by the Customer to any third party,
unless the Seller expressly accepted that liability in a document signed by an authorised representative.

12.3 The Seller’s total aggregate liability arising out of or relating to a contract, order, delivery or series of related deliveries shall
not exceed the net invoiced price paid or payable for the specific Goods giving rise to the claim. If the claim cannot reasonablybe attributed to specific Goods, liability shall not exceed the net amount paid by the Customer to the Seller during the three (3)
months preceding the event giving rise to the claim.

12.4 The limitations in these Terms apply collectively to the Seller, its affiliates, subcontractors, directors, officers and
employees.

12.5 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury
caused by negligence, or any liability that cannot lawfully be excluded or limited.

12.6 Any claim must be commenced within twelve (12) months after the claimant became aware, or reasonably should have
become aware, of the circumstances giving rise to the claim, and in any event within twenty-four (24) months after delivery,
unless a longer period is required by mandatory law.

13. Intellectual property, tooling and materials

13.1 All intellectual property, know-how, methods, recipes, formulations, manufacturing processes, technical solutions,
drawings, designs, tools, software, documentation and other materials owned or developed by the Seller independently of the
Customer remain the Seller’s exclusive property.

13.2 Payment for development, samples, moulds, tooling or equipment does not transfer ownership or intellectual property
rights unless expressly agreed in a signed writing.

13.3 Customer-specific artwork, trademarks and materials remain the Customer’s property. The Customer grants the Seller
and its subcontractors a non-exclusive licence to use them to perform the contract.

13.4 The Seller may use general skills, experience, ideas and know-how retained in unaided memory, provided that it does not
disclose the Customer’s confidential information or reproduce Customer-owned protected materials.

13.5 The Seller may retain manufacturing files, reference samples and records as reasonably required for quality, regulatory,
insurance and legal purposes.

14. Confidentiality

14.1 Each party shall keep confidential all non-public commercial, technical and financial information received from the other
party and shall use it only to perform or enforce the contract.

14.2 Confidentiality does not apply to information that is public without breach, already lawfully known, independently
developed, lawfully received from a third party, or required to be disclosed by law, authority, stock exchange rules or court
order.

14.3 The Seller may disclose information to affiliates, advisers, insurers, auditors, financiers and subcontractors who need it
and are bound by confidentiality obligations.

14.4 This Clause survives for five (5) years after the relevant disclosure, except for trade secrets, which remain protected for as
long as they qualify as trade secrets.ccordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. Either party may, however, in court bring an action in respect of undisputed claims for payment.

15. Compliance, sanctions and export control

15.1 Each party shall comply with applicable laws concerning anti-bribery, anti-corruption, money laundering, sanctions,
export controls, competition, labour, human rights and environmental protection.

15.2 The Customer shall not resell, export, re-export or otherwise make the Goods available in breach of applicable sanctions
or export control laws or to a sanctioned person, entity, territory or prohibited end use.

15.3 The Seller may suspend or terminate performance without liability if it reasonably believes performance may violate
applicable law, sanctions, export controls, banking restrictions or internal compliance requirements reasonably based on such
laws.

15.4 The Customer shall provide end-user, destination and compliance information reasonably requested by the Seller.

16. Force majeure and hardship

16.1 A party is not liable for failure or delay caused by an event beyond its reasonable control, including industrial disputes, fire,
flood, extreme weather, natural disaster, epidemic, pandemic, war, terrorism, civil unrest, government action, sanctions,
export or import restrictions, cyberattack, power or telecommunications failure, transport disruption, shortage of labour,
energy, raw materials or packaging, and failure or delay of suppliers or subcontractors caused by such an event (“Force
Majeure”).

16.2 The affected party shall notify the other party within a reasonable time and use commercially reasonable efforts to mitigate
the effects.

16.3 The Seller may allocate available production capacity, materials and deliveries among customers in a reasonable manner
during Force Majeure.

16.4 If Force Majeure continues for more than ninety (90) days and materially prevents performance, either party may terminate
the affected unperformed part of the contract by written notice.

16.5 If performance becomes excessively onerous due to exceptional and unforeseeable changes in costs, availability, law,
tariffs, duties, exchange rates or market conditions, the parties shall negotiate an equitable adjustment. Pending agreement,
the Seller may suspend the affected performance. If no agreement is reached within thirty (30) days, the Seller may terminate
the affected unperformed part without liability.

17. Suspension and termination

17.1 The Seller may suspend or terminate all or part of a contract immediately by written notice if the Customer: (a) materially
breaches the contract and, where capable of remedy, fails to remedy within ten (10) business days after notice; (b) fails to pay
when due; (c) becomes insolvent, enters restructuring, liquidation or similar proceedings; (d) ceases or threatens to cease
business; or (e) creates a material compliance, credit or reputational risk.

17.2 Termination does not affect accrued rights. The Customer shall immediately pay for delivered Goods, completed Goods,
work in progress, committed materials, non-cancellable commitments and reasonable termination costs.

17.3 Clauses intended by their nature to survive termination, including payment, title, intellectual property, confidentiality,
indemnities, limitation of liability and dispute resolution, shall survive.

18. Assignment and subcontracting

18.1 The Customer may not assign, transfer, charge or subcontract any right or obligation without the Seller’s prior written
consent.

18.2 The Seller may assign receivables and may assign or transfer the contract to an affiliate or in connection with a sale,
reorganisation or transfer of the relevant business.

18.3 The Seller may use affiliates and subcontractors to perform any part of the contract and remains responsible for their
performance to the same extent as for its own performance, subject to these Terms.

19. Notices and general provisions

19.1 Operational notices may be given by email to the parties’ usual business contacts. Notices of termination, material breach
or arbitration shall be sent by email and by courier or registered mail to the registered office or most recently notified address.

19.2 A failure or delay in exercising a right is not a waiver. A waiver applies only to the specific instance for which it is given in
writing.

19.3 If any provision is invalid or unenforceable, it shall be adjusted to the minimum extent necessary to make it valid and
enforceable while preserving its commercial purpose. The remaining provisions remain effective.

19.4 The parties are independent contractors. Nothing creates an agency, partnership, joint venture, fiduciary relationship or
authority to bind the other party.

19.5 Electronic signatures, scanned signatures and electronic acceptance are valid to the extent permitted by law. The contract
may be executed in counterparts.

19.6 Headings are for convenience only. “Including” means “including without limitation”. “Writing” includes email, except
where these Terms expressly require a signed document.

20. Governing law and dispute resolution

20.1 The contract and any non-contractual obligations arising out of or relating to it are governed by the substantive laws of
Sweden, without regard to conflict-of-law rules.

20.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

20.3 Any dispute, controversy or claim arising out of or in connection with the contract, including its breach, termination or
invalidity, shall be finally settled by arbitration administered by the SCC Arbitration Institute.

20.4 The Rules for Expedited Arbitrations shall apply if the amount in dispute does not exceed EUR 500,000. The Arbitration
Rules shall apply if the amount in dispute exceeds EUR 500,000. The SCC may determine the applicable rules where the
amount cannot reasonably be established or where circumstances justify a different procedure.

20.5 The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English. The tribunal shall
consist of one arbitrator under the Expedited Rules and three arbitrators under the Arbitration Rules, unless the SCC
determines otherwise.

20.6 The arbitration, all materials submitted, evidence, decisions and awards shall be confidential, except to the extent
disclosure is required by law, stock exchange rules, an authority, protection of a legal right or enforcement of an award.

20.7 The Seller may bring proceedings for undisputed payment claims, interim measures, preservation of evidence, protection
of intellectual property or enforcement of retention of title in any court of competent jurisdiction without waiving the arbitration
agreement.

20.8 If these Terms are translated, the English version prevails in the event of inconsistency.