1. Object and Scope of Application

These General Conditions of Purchase are intended to regulate the relationship between the Parties in connection with the purchase of goods and services by Stoic Couture (hereinafter also “Stoic Couture”), unless the Parties enter into a specific Agreement. The supplier’s performance of the obligations set out in the Order shall entail the supplier’s full acceptance of these general conditions.

Definitions

For the purposes of this document, the following terms shall have the meanings detailed below:

3. Clauses of Specific Application

Supplier’s Warranties

The Supplier warrants that it is a lawfully established company with all necessary permits and authorizations required by law to provide Goods and Services. The Supplier also warrants that the Goods and Services will be produced and provided in accordance with industry best practices and highest quality standards, ensuring compliance with all applicable laws, including economic, insurance, social-security, tax, and accident prevention regulations. The Supplier is responsible for ensuring that the Goods and Services reflect the renown and prestige of Stoic Couture.

Any changes in the production of the Goods and/or the provision of the Services may only occur following Stoic Couture’s written request. The Supplier also guarantees that the Goods and Services will be produced and provided in workplaces and with machinery that comply with health, safety, and hygiene requirements, without any unlawful exploitation of workers, including child labor. The Supplier declares that production activities will be organized autonomously, without creating an employer-employee relationship with the Buyer. The Supplier warrants that it has the necessary industry experience, technical, financial, and professional knowledge, and means to perform the Services requested effectively and professionally.

Locations and Terms of Delivery of Goods and Conclusion of Services, Penalty Clause

The Goods shall be delivered, and the Services provided, at the location stated in the Order, either at the Buyer’s premises or at third-party premises as indicated by the Buyer. The terms and conditions for delivery of the Goods and/or the provision of the Services are essential for the Buyer. The Supplier must inform the Buyer without delay of any circumstance that may compromise compliance with the terms and conditions for delivery. In the event of delays due to force majeure, the relevant deadline shall be extended by the duration of the delay, provided the Buyer is notified promptly.

If the Supplier fails to meet the delivery terms and conditions, penalties will apply as follows:

  • 5% of the purchase value for delays over 5 working days.
  • 10% of the purchase value for delays over 10 working days.
  • 20% of the purchase value for delays over 15 working days.
  • 50% of the purchase value for delays over 20 working days.

Payment of penalties is due within 30 days from the agreed delivery date. If the delay exceeds 20 working days, the Buyer has the right to terminate the Contractual Relationship.

Acceptance of Goods and Complaints

The Supplier is responsible for ensuring that the Goods delivered conform to the agreed characteristics, laws, and specifications, and have no flaws or defects. The Goods are covered by a warranty against defects, allowing the Buyer to demand termination of the Order or a price reduction if defects are found. The Supplier may request to replace defective Goods at its own expense. Any apparent defects must be reported within 8 working days from delivery, and non-apparent defects within 30 working days after discovery. The Buyer retains the right to compensation for any damages arising from defects.

Prices, Invoicing, Payments

Unless otherwise agreed, prices are fixed and final. Payment terms and conditions are detailed in the Order. Prices include all costs for materials, labor, and responsibilities set out in the Order. The Supplier may issue an invoice after the Goods and Services are verified and accepted by the Buyer. Payment of invoices does not waive the Buyer’s right to claims regarding defects or non-conformities.

Termination

If the Supplier fails to perform its obligations, the Buyer has the right to terminate the Contractual Relationship if no action is taken within 15 days following formal notice. The Buyer also has the right to terminate immediately in case of breaches of specific articles, and retains the right to compensation for damages.

Insurance

If required by the nature of the Goods and/or Services, or if requested by the Buyer, the Supplier shall obtain an insurance policy with a leading insurance company. The insurance policy must be active from the first day of the Contractual Relationship and valid for its entire duration. The Supplier shall provide a copy of the insurance policy to the Buyer if requested. The stipulation of insurance does not reduce the Supplier’s liability.

Environmental Laws

The Supplier guarantees compliance with environmental laws and regulations applicable to its sector, including waste management laws.

Force Majeure

Force majeure includes unforeseen and uncontrollable events preventing the performance of the Order, such as national strikes, earthquakes, wars, epidemics, and pandemics. None of the Parties shall be deemed in breach for failing to perform due to force majeure. If the event lasts more than 20 days, either Party may terminate the Contractual Relationship with 5 days’ notice.

Code of Ethics and Model Under Legislative Decree 231/2001

The Supplier acknowledges Stoic Couture’s adoption of its own “Model” as per Legislative Decree 231/2001 and the Capri Holdings’ Code of Conduct for Business Partners. The Supplier agrees to adopt conduct consistent with these principles. Non-compliance with these principles constitutes a breach and gives Stoic Couture the right to terminate the Contractual Relationship.

Jurisdiction

Any dispute arising in connection with these General Conditions of Purchase shall be under the exclusive jurisdiction of the Court of Milan.

Safeguard Clause – Miscellanea

In the event of disputes, the Supplier may not suspend performance until otherwise instructed by the Buyer. The general conditions of sale of the Supplier do not apply to the Contractual Relationship. These general conditions of purchase are drawn up in Italian and other languages; in case of interpretation doubts, the Italian version shall prevail. The Buyer reserves the right to modify these general conditions without notice.

  • Buyer: Stoic Couture.
  • Goods: The goods purchased by the Buyer, including raw materials, semi-finished goods, finished goods, and moulds.
  • Conditions: The General Conditions of Purchase herein set out.
  • Agreement: The instrument specifically drafted as a result of negotiations between the Parties to govern a contractual relationship between the Buyer and the Supplier.
  • Supplier: The Buyer’s counterparty in each commercial transaction.
  • Offer: The document drafted by the Supplier to submit an offer for the purchase of Goods and/or Services to the Buyer.
  • Order: A purchase order, meaning the document by which the Buyer accepts the Offer, binding the Buyer to purchase the Goods and/or Services.
  • Contractual Relationship: The obligation binding the Buyer to the Supplier following the transmission of the Order by the Buyer.
  • Request for Offer: The request, whether written or oral, submitted by the Buyer concerning a specific need to buy Goods and/or Services.
  • Services: The services provided by the Supplier to the Buyer.
  • Parties: The Buyer and the Supplier.

Agreed Form for Additional Covenants or to Derogate from These Conditions

Any agreement supplementing or amending these Conditions, or providing derogation therefrom, shall only be valid when stipulated in writing between the Parties. Any reference to laws, regulations, rules, and provisions shall be to the current versions, and any changes shall automatically bind the Parties. Breaches or deviations from these Conditions, even if tolerated, shall not be considered a waiver or acceptance.

Contractual Documents

Any purchase of Goods or Services by the Buyer shall be formalized through the following documents: Request for Offer, Offer, and Order. These Conditions form an integral part of all documents governing the Contractual Relationship. The Conditions do not create enforceable expectations for future purchases. If an Agreement is entered into, these General Conditions will no longer apply. In case of conflict, the provisions of the Order shall prevail.

2. Purpose and Area of Application

Non-Exclusivity Clause

Unless otherwise agreed in writing, the Goods or Services shall not be requested from the Supplier on an exclusive basis.

Liability of the Supplier, Assignment of Orders, and Assignment of Receivables

The Supplier undertakes to compensate and hold the Buyer harmless for any third-party claims arising from the Supplier’s intentional fault or gross negligence. The Supplier is also liable for the actions of its employees and third-party associates. The Supplier may not assign the Order without prior written authorization from the Buyer. Even if authorized, the Supplier remains solely responsible. Assignment of receivables is excluded without prior written authorization.

Industrial Property

The Supplier acknowledges that the Buyer is the sole owner of distinctive signs, including trademarks, logos, and designs (the “Industrial Property”), and agrees not to register or use them without consent. Any material marked as Industrial Property provided to the Supplier must be used exclusively for the supply of Goods or Services, and all rights of use are transferred to the Buyer. The Supplier must ensure that the Goods and Services do not infringe third-party rights and must indemnify the Buyer for any claims arising from such infringements.

Confidentiality and Privacy

The Supplier agrees to maintain strict confidentiality over any information received from the Buyer, both during and after the Contractual Relationship. All materials and information provided by the Buyer remain the property of the Buyer and must be returned or destroyed upon termination of the Contractual Relationship.

Personal Data Protection

The Parties, as independent controllers of personal data, agree to process personal data in compliance with the General Data Protection Regulation (GDPR) and other applicable privacy laws. They will adopt appropriate measures to ensure data security and inform third parties involved in data processing. Each Party will provide the other with a copy of their Privacy Notice and ensure that their employees and associates are informed about the content of the Privacy Notice. In case of discrepancies, the provisions of this article shall prevail.

Discrepancies

In case of discrepancies between the provisions of this article and the provisions of the Offer and/or the Order, the provisions of this article shall prevail.