Selective distribution guidelines

Selective distribution guidelines for RAGMAN specialist retail partners - Download as PDF

These selective distribution guidelines for RAGMAN specialist retail partners focus on the needs of RAGMAN consumers, who are at the heart of our business. RAGMAN consumers value a good relationship with the brand, specialist retailers along with good communication. In order to maintain and promote the premium image and good reputation of the RAGMAN brand and to ensure high-quality service for consumers, RAGMAN TEXTILHANDEL GMBH (hereinafter referred to as "RAGMAN") distributes the premium products in question (hereinafter referred to as "contract products") exclusively through authorised specialist retailers (hereinafter referred to as "authorised specialist retailers, specialist retail partners or partners") who guarantee compliance with certain quality criteria required by RAGMAN. The selective distribution guidelines are necessary in order to meet the current, high standards of information and service required by RAGMAN consumers and to satisfy their increased expectations in terms of advice and support when purchasing our high-quality products. Compliance with the following criteria is a condition for authorised specialist retailers to continue to be supplied with the contractual products in the future. These "Selective Distribution Guidelines for RAGMAN Specialist Retail Partners" replace all previous guidelines and are supplemented by the "Guidelines for the Internet Sale of RAGMAN Products" and the "UNIFORM TERMS AND CONDITIONS OF THE GERMAN TEXTILE INDUSTRY".

§ 1 Presentation and customer service
The presentation and customer service of the contractual products must be highlighted in a focused brand range to convey the desired premium image of the RAGMAN brand. This applies to both stationary presentation and online product presentation. The product range concept of authorised specialist retailers is focused on fashion, with the shop design featuring modern/contemporary aspects of different characteristics. A high-quality, visually arranged presentation of the contractual products supports this goal. For this reason, Ragman premium products may not be offered in a round stand-type display or in a size-based pre-selection. Qualified product advice relating to RAGMAN's premium products and the range of differentiated service concepts offered by specialist retail partners are key factors for success 2 factor in meeting consumer expectations. This includes carefully communicating the functional properties and specific product and quality advantages. RAGMAN provides appropriate information materials and offers product training. The criteria used to select authorised specialist retailers are listed in the guidelines attached as Appendix 1. Within the framework of the business relationship, RAGMAN provides specialist retail partners with brand logos, product data and advertising materials, such as image pictures or product photos. Upon receiving these materials, the specialist retail partners are entitled to use them. The rights of use are granted free of charge and are revocable. They may be subject to further provisions, in particular the specifications regarding the period of use and visual presentation,which must be strictly adhered to.

§ 2 Qualitative requirements for ONLINE activities
All online sales activities must pursue the goal of presenting consumers with a brand product that is consistent with the Ragman brand as a whole and is therefore appealing, high-quality and higher-priced, and of establishing and maintaining a corresponding product image. The basic requirements for the specialist retail partner's online presence are set out in the "Guidelines forthe online sale of RAGMAN products".

§ 3 General provisions
The contractual products must be continuously stocked in a representative range that complies with these guidelines, is adapted to the spatial/visual and economic conditions of the specialist retail partner and meets the needs and demands of RAGMAN consumers. It is prohibited to purchase contractual products from unauthorised dealers or to sell the contractual products to unauthorised dealers. In case of doubt, the specialist retail partner shallconsult RAGMAN in advance.

§ 4 Term, termination and other rights
This agreement shall enter into force upon receipt of these guidelines on the RAGMAN order confirmations and invoices and shall be concluded for an indefinite period. Each party is entitled to terminate this agreement in writing with effect from the end of the month, subject to a notice period of 6 months. In addition, RAGMAN is entitled to make reasonable changes or additions to these guidelines if the selective distribution system is further developed. In such a case, RAGMAN shall inform the partner of the planned changes or additions in writing in good time, at least three months before they come into force, and shall announce a transition period if necessary. In addition, each party is entitled to terminate this agreement with immediate effect for good cause. Good cause shall be deemed to exist in particular if the other party has breached essential obligations and has not complied with a written request to remedy the breach within a reasonable period of time. RAGMAN is also entitled to terminate this agreement with immediate effect if the partner is in default of payment obligations arising from the business relationship for two or more billing periods. 3 To ensure the continued existence of the selective distribution system, RAGMAN is also entitled, at its own discretion, to initially suspend delivery of premium products to the partner for a reasonable period of time and/or not to execute orders already placed by the partner instead of terminating the agreement if the partner has breached contractual obligations that are not considered serious. This agreement shall terminate automatically without the need for separate notification if the business relationship between RAGMAN and the authorised dealer no longerexists.

§ 5 Consequences of termination of the contract
Termination of this agreement shall not affect the obligation to fulfil any claims of the other party that arose prior to the date of termination. However, this shall not apply to orders placed by the partner after the date of termination. RAGMAN is also not obliged to pay the partner any financial compensation or other compensation in connection with the termination of the contract, even in view of the partner's position as an independent specialist retailer. Upon termination of the contract, all rights granted by RAGMAN under the contract shall end, including the rights of use granted to the partner in relation to the trademarks or other rights ofRAGMAN in connection with this agreement.

§ 6 Miscellaneous
Any complete or partial transfer or assignment of the Partner's rights and obligations under this Agreement requires the prior written consent of RAGMAN. The Partner shall also ensure that, in the event of a legal succession, the Agreement shall also be effective for the legal successor and/or transferee. All communication relating to the content of these guidelines to the other party about the agreement must be made in writing and addressed to the management/owner of the party to be notified. Should individually provisions of this agreement be or become legally invalid, the validity of the remaining provisions remain unaffected. In such a case, the invalid provisions shall be replaced by legally valid provisions that come as close as possible to the intended content of the invalidprovision in economic terms.

§ 7 Place of performance, applicable law, place of jurisdiction
The agreement is subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods. The contracting parties undertake to settle any differences that arise between them out of court and by mutual agreement. If this is not possible, Waldshut-Tiengen shall be agreed as the exclusive place of jurisdiction for all disputes, provided that the partner is a merchant within the definition of the German Commercial Code (HGB). Unless otherwise stated by the specialist retailer, the partner assures RAGMAN that it meets all the criteria and requirements set out in this agreement that justify its participation in theselective distribution system.

§ 8 Express acceptance by expiry of deadline The contractual partner declares this contract to be accepted if they do not object to it within a period of 6 weeks from the date of receipt of the invoice or order confirmation with the QR code referring to the selective distribution guidelines in the version dated 26 August 2025, in writing or by email with confirmation of receipt. The timely dispatch of the declaration of rejection mustbe sufficient to meet the deadline.

Principles of selective distribution, premium definition for RAGMAN retailers and online retailers (supplemented by guidelines for internet sales and the "Standard Terms and Conditions of the German Textile Industry" in their latest valid form.

Positioning in retail:
Regional and national department stores, fashion retailers, boutiques specialising in fashion-focused product ranges. The RAGMAN brand may not be placed in shops orwithin a shop in the vicinity of brands in the lower price segment.

Target customers:
Modern and fashion-conscious customers with high standards in terms of quality, comfort andvalue for money, as well as good customer service.

Product range focus:
Curated, focused and expertly selected lifestyle brand range in the fashion, accessories andfootwear segments, as well as selected complementary trend and concept ranges.

Online presentation:
The landing page has a contemporary and high-quality look with trend, brand and lifestyle stories. This is followed by structured brand, product and outfit suggestions. There should be no impression of mass-produced goods or a focus on price offers (except during standard sales periods). The newsletter view and its contents impress with their high-quality appearance and curated ranges. Banners and advertisements from third-party brands are not permitted on RAGMAN'spresentation pages.

Stationary:
Well-maintained lifestyle presentation of goods on appropriate display stands and hangers. Sorting by brand, trend, outfit, expertise and/or product group. No size sorting except for T-shirts and underwear (colour & size). Placing goodsoutside the shop is not recommended.

Service:
Friendly, knowledgeable and trained staff represent the RAGMAN brand on the sales floor. Service offerings round off the premium brand's image. Events, experiential promotions and customer loyalty programmes to boost sales strengthenpremium customer loyalty.

Guidelines for the online sale of RAGMAN products - Download as PDF

(Version dated 1 August 2025)

The guidelines for the online sale of RAGMAN products apply to all sales of goods by retailers, specialist dealers or online retailers authorised by RAGMAN. Compliance with the following criteria is a prerequisite for authorised retailers, specialist dealers or online retailers to continue to be supplied with the contractual products in future. These "Guidelines for the online sale of RAGMAN products" replace all previous guidelines and are supplemented by the "Selective Distribution Guidelines for RAGMAN Specialist Trade Partners" and the "UNIFORM TERMS AND CONDITIONS OF THE GERMAN TEXTILE INDUSTRY"

§ 1 Presentation
The retailer/specialist retailer or online retailer shall ensure that the appearance, quality and presentation of the web shop(s) are consistent with and contribute to the reputation and good name of RAGMAN and the service offered. The retailer/specialist retailer or Online retailers shall refrain from making online and offline statements that could damage the nameRAGMAN and its goods or mislead consumers.

§ 2 Qualitative requirements for ONLINE activities

• Positioning as a single/specialist or online retailer with a corresponding premium product range concept in a premium online shop or on a selected brand retailer platform approved by RAGMAN.
• Offering RAGMAN brand products for sale on online marketplaces (so-called "platforms") that are visible to consumers and do not meet RAGMAN's premium standards (see RAGMANselective distribution guidelines) is not permitted.
• The design of the product range (high quality standards, trend factor, look & feel, high-quality images, clear descriptions).
• Professional presentation of the product range and processing of online purchases.
• The online consulting options, their quality and customer service, as well as advertisingmeasures, must also be taken into account.
• When offering and advertising the goods, the retailer/specialist retailer or online retailer shall only use the logos and brands provided by RAGMAN, without any deviations, spelling mistakes or abbreviations. The retailer shall never use symbols such as ™, © or ® or any other references to RAGMAN. This also applies to search engine advertising (on Google, Bing and/or other search engines, AI or platforms), social media platforms (e.g. Instagram, Facebook, Threads, Tik Tok, etc.), display advertising and retargeting, as well as other online advertising channels where the goods are (or may be) advertised (such as partner and/orcomparison sites).
• Online advertisements are only linked to pages on which the goods are offered. The retailer/specialist dealer or online retailer clearly indicates that they are the party offering the goods.
• The retailer/specialist or online retailer clearly displays the RAGMAN logos and brands recognisable in the web shop or on social media channels. The use of RAGMAN logos and trademarks for other purposes and/or the use of different logos and brand representations is not permitted.
• The intellectual property rights to the brands and/or marketing materials remain the exclusive property of RAGMAN at all times. The retailer/specialist dealer or online retailer may not edit or otherwise use RAGMAN's marketing materials in any way that does not meet the premium standards of the brand without RAGMAN's prior consent.
• The goods are offered by the retailer/specialist retailer or online retailer via a URL that clearly and recognisably displays the name of the retailer and the name RAGMAN in the format described below: "www.nameeinzelhändler.de/markeragman". The retailer may not use RAGMAN (or a variation thereof) in the domain name of the "first" or "second" level domain name, as shown in the following examples: "www.ragmanshop.de", "www.ragman.shop.de" or "ragman.shop.de". The retailer may not use the term "Ragman Online Shop" or any similar form in the heading of the respective online shop.
• If the retailer/specialist retailer or online retailer offers the goods online, they shall upload a clear product description with truthful images of the goods offered.
• The retailer's contact details shall be provided in the retailer's web shop in a manner that is understandable to the consumer.
• The retailer/specialist retailer or online retailer shall offer the consumer a high-quality service with regard to the (online) sale of the goods.
• In the event of onward delivery of goods to a third party (excluding consumers), the individual/specialist or online retailer is obliged to impose the aforementioned obligation, where applicable, on this third party in favour of RAGMAN. The obligations of these clauses shall be imposed by the retailer by way of a chain clause. For each violation of the provisions of this article, the retailer shall be obliged to pay RAGMAN an immediately due contractual penalty of €5,000 per violation and €1,000 per day or part of a day that the violation continues. RAGMAN has the right to claim full compensation if the damage exceeds the amount of the penalty
• If the online retailer/retailer fails to comply with these guidelines, RAGMAN reserves the right to take (legal) action to enforce these guidelines.
• For authorised specialist and/or online retailers who purchase RAGMAN products before 31 August 2025, but due to failure to comply with the RAGMAN criteria for selective distribution and/or the"Guidelines for the Internet sale of RAGMAN products" on the part of RAGMAN, a transition period of one year from receipt of the request by RAGMAN will be granted, provided that there are no gross violations of the Ragman requirements.