Topps Terms of Sale

These Terms of Sale ("Terms") govern the sale of Topps products ("Products") by Topps Europe Limited (“Topps") to business customers ("Buyer"). By placing an order, the Buyer agrees to these Terms. Any additional or conflicting terms proposed by the Buyer are expressly rejected unless agreed to in writing by Topps.

1. Order Acceptance and Confirmation

1.1 Orders submitted by the Buyer are subject to acceptance in writing by Topps.

1.2 Topps reserves the right to reject any order for any reason, including but not limited to product availability, incorrect pricing, or non-compliance with these Terms.

2. Pricing and Payment

2.1 Prices for the Products are as stated in Topps’s quotation, invoice, or price list and are subject to change without notice unless otherwise agreed in writing by Topps.

2.2 Payment is due in advance of delivery unless credit terms have been agreed separately in writing by Topps which credit terms may be revoked for future orders at any time by Topps.

2.3 All payments are due in the currency specified and must be made without deduction, setoff, or withholding unless required by law.

2.4 Late payments may incur interest at a rate of 0.5% per month from the due date until the date of actual payment.

3. Delivery, Risk of Loss and Title

3.1 Delivery dates provided by Topps are estimates only and are not guaranteed.

3.2 Risk of loss or damage to the Products passes to the Buyer upon delivery to the agreed destination.

3.3 The Buyer is responsible for inspecting the Products upon receipt and notifying Topps of any damage, defect, or shortage within 10 days. Products will be deemed accepted in the absence of written notice alleging that any Products do not comply with the order within such time.

3.4 Title to the Products shall not pass until all sums due from the Buyer to Topps hereunder or under any other contract are paid in full.

4. Returns and Refunds

4.1 Returns are only accepted for Products that are defective, damaged, or incorrectly supplied, subject to prior written authorisation from Topps.

4.2 Requests for returns must be made within 10 days of receipt, and returned Products must be in their original packaging and condition.

4.3 Topps does not guarantee the availability of replacement Product and reserves the right to issue refunds, replacements, or store credit at its discretion 5. Warranty

5.1 Topps warrants that the Products will conform to their specifications and with applicable law.

5.2 The warranty does not cover damages caused by misuse, neglect, unauthorized modifications, or external factors beyond Topps’s control.

5.3 The Buyer’s sole remedy under this warranty is the repair or replacement of defective Products or a refund of the purchase price, at Topps’s discretion.

6. Street Dates

6.1 All Products have an identified release date (or “street” date; specifically, the date resellers are allowed to sell Products direct to consumers). Based on shipment transit time, Buyers may receive (i.e., accept delivery of) Products priorto the street date. Even if Buyerreceives Products priorto the street date,the Buyer may not sell any Products prior to the street date.

6.2 Buyer may not open or publish the content of Products before the street date provided that this shall not prevent Buyer from promoting in advance of the street date, in their sealed form, the sale of Products on or after the street date provided further that this is not before Topps itself has promoted the same.

6.3 Products may be offered by Buyer for pre-order prior to the street date provided that the Products are not received by the purchaser before the street date.

6.4.Products ordered or received after the street date may be released immediately.

6.5 On a Product by Product basis, Buyer may sell a Product to a business customer prior to the street date PROVIDED THAT Buyer shall ensure that (i) that business customer is aware of the relevant street dates, (ii) the street dates provisions in this clause 6 are included in its contract with that business customer, and (iii) that business customer complies with such provisions.

6.6 Any breach of this clause 6 by the Buyer (or a breach by any of its business customers of the equivalent provisions in their contract with the Buyer) shall be a material breach of the Terms which is incapable of remedy.

7. Limitation of Liability

7.1 Save to the extent liability cannot be limited or excluded at law, Topps’s liability for any claim arising out of or related to the sale of Products shall not exceed the purchase price of the affected Products.

7.2 Save to the extent liability cannot be limited or excluded at law, Topps shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits (whether direct or indirect), even if advised of the possibility of such damages.

8. Force Majeure

8.1 Topps shall not be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labour disputes, governmental actions, or transportation disruptions.

9. Compliance with Laws

9.1 The Buyer agrees to comply with all applicable laws, regulations, and export controls in relation to the purchase and use of the Products.

9.2 The Buyer will comply with the Code of Conduct set out in the Exhibit.

10. Governing Law and Dispute Resolution

10.1 These Terms are governed by the laws of England and Wales.

10.2 If a dispute arises under this Agreement, the Parties shall first submit the dispute to their respective executive sponsors, then, if needed, submit the dispute to non-binding mediation before a London Court of International Arbitration (“LCIA”) mediator. If such efforts do not resolve such dispute, then the matter shall be submitted to binding arbitration and resolved by a 3-arbitrator panel in accordance with the LCIA Rules then in effect as of the Effective Date, which are deemed to be incorporated by reference into this clause. The Parties shall jointly select the arbitrators for the main arbitration as well as for any emergency relief or expedited process. If the Parties are unable to agree on arbitrators, they shall be appointed in accordance with the rules of LCIA. The Party initiating arbitration shall be responsible for paying the filing fees and arbitrator fees at the outset, with such fees ultimately allocated based on the arbitrator’s final decision regarding the prevailing Party. All such arbitration shall be in English, confidential and take place at the office of the LCIA located in London, England or as otherwise mutually agreed upon by the Parties. The arbitration panel shall not issue a reasoned award. The foregoing relief shall be in addition to, not in lieu of, emergency injunctive relief, which shall be sought by the parties according to the then-applicable LCIA Rules in respect of Emergency Arbitrators (currently Article 9B).

11. General Provisions

11.1 These Terms constitute the entire agreement between Topps and the Buyer and supersede any prior agreements or understandings.

11.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.3 The Buyer may not assign its rights or obligations under these Terms without Topps’s prior written consent.

11.5 Where these Terms provide that Topps may agree something in writing that requirement may be satisfied if it is agreed by an authorised representative of Topps in an email.

Exhibit Code of Conduct

Buyer understands that, because Buyer is an authorized retailer of Topps products, its activities may be construed as an extension of Topps and, accordingly, it shall:

• not engage in any illegal, unethical or immoral practices; • act in an ethical and professional manner that honours and reflects the strong reputation of the Topps brand;

• comply with all applicable laws, rules, and regulations including, without limitation, with respect to Buyer’s employment practices, and perform Buyer business activities according to the highest standards of honesty and integrity;

• treat all persons, including customers and Buyer personnel, with respect and dignity and not subject any person to physical, sexual, or verbal harassment;

• not discriminate against any person, including because of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, social or ethnic group;

• not violate, disparage or disrepute the name, reputation, logo or property of Topps, its licensors, or their respective parent companies, subsidiaries, affiliates, agents, or employees; and

• avoid any conflicts of interest and to be truthful in representations of Topps and its products.

Version: June 2025

Topps Europe Limited. Registered in England with number 02673753 and with registered office at C/O Corporation Service Company (Uk) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU, United Kingdom.