GENERAL PURCHASE TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

Released revision of the 18 of September 2025

TITLE I Purpose and Scope of Application

Preamble These General Terms and Conditions of Purchase are intended to govern the relationships arising from the purchase by Roberto Cavalli S.p.A. (hereinafter also referred to as “ROBERTO CAVALLI”) of goods or services. They shall apply to all contractual relationships concerning the purchase of goods and services, except in the following cases: a) in case one or more clauses contained herein are incompatible with the specific nature of the purchase; b) in case the Parties expressly and specifically derogate in writing from one or more clauses contained herein.

Article 1 Definitions 1.1 For the purposes of this document:

• Purchaser

  shall mean ROBERTO CAVALLI S.p.A., including all its affiliated, subsidiary, associated companies, branches, representative offices, and any other legal entity directly or indirectly controlled or connected, which places purchase orders or enters into supply agreements with the Supplier;

• General Terms and Conditions

  shall mean the General Terms and Conditions of Purchase set out in this document;

• Supplier

  shall mean the counterparty of the Purchaser in individual commercial transactions;

• Offer

  shall mean the document by which the Supplier proposes a specific Product to the Purchaser;

• Order

  shall mean any written proposal made by either Party that has been accepted in writing by the other Party in relation to the purchase of Products by the Purchaser from the Supplier (including, but not limited to, purchase orders, supply agreements, service contracts, etc.);

• Product/s

  shall mean the subject matter of the Purchaser’s acquisition, including but not limited to raw materials, semi-finished goods, finished products, services, moulds, packaging, services, software, etc.;

• Contractual Relationship

  shall mean the set of obligations between the Purchaser and the Supplier arising from each individual commercial transaction, as provided for, by way of example, in the Request for Quotation, the Offer, the Order, and these General Terms and Conditions;

• Request for Quotation

  shall mean the verbal or written request made by the Purchaser concerning a specific purchasing requirement for Products;

• Party or Parties

  shall mean individually the Purchaser or the Supplier, and collectively both.

Article 2

Additional Agreements or Derogations from these General Terms and Conditions

2.1 Any agreement intended to supplement, amend or derogate from the clauses of these General Terms and Conditions shall be valid only if made in writing between the Parties.

2.2 These General Terms and Conditions fully replace any previous version of the general terms and conditions adopted by the Purchaser, unless otherwise agreed in writing between the Parties. However, where a specific supply agreement is already in force between the Purchaser and the Supplier, these General Terms and Conditions shall not be deemed to terminate or amend such contractual relationship, but shall apply in a supplementary manner, to the extent that they do not conflict with the provisions of the said agreement. In the event of any conflict between these General Terms and Conditions and the specific terms set out in a supply agreement signed by the Parties, the provisions of the supply agreement shall prevail.

2.3 References to laws, regulations, standards, provisions in general and/or measures issued by any Authority shall be deemed to refer to those in force at the time the Contractual Relationship is established between the Parties. It is expressly agreed that any change, amendment, modification or update to the foregoing shall automatically entail an obligation for the Parties to comply with the new factual and legal situation. Furthermore, the Supplier shall bear, at its sole expense, the risk of having to make any investment necessary and/or useful to comply with the aforementioned regulations, entirely at its own cost and responsibility.

2.4 Any breaches and/or conduct inconsistent with the provisions of these General Terms and Conditions, even if tolerated or not contested by the Purchaser, shall not constitute derogations from these General Terms and Conditions, nor precedents to be relied upon, nor shall they be interpreted as tacit acceptance of such breaches or as a waiver of any rights of the Purchaser.

2.5 Nothing in these General Terms and Conditions shall be construed as creating a partnership between the Parties, nor shall it establish any relationship of representation, agency, affiliation, joint venture or dependency between them. Accordingly, neither Party shall have any right or

authority to represent the other Party or to assume obligations in the name or on behalf of the other Party, in any manner or for any purpose.

2.6 The Contractual Relationship between the Parties shall be governed, by way of example, by the Request for Quotation, the Offer, the Order and these General Terms and Conditions and, insofar as not expressly provided for and/or derogated herein, by the provisions of the Italian Civil Code and/or other applicable special laws on sale and purchase in force at the time the Contractual Relationship is established. In any case, these General Terms and Conditions shall not release the Supplier from any obligations imposed by applicable laws, regulations issued by competent authorities, and, more generally, from the duty of diligence and professionalism.

2.6.1 By way of example and without limitation, the Supplier undertakes to comply with, and to ensure that all products, services, materials, components, software and/or performances supplied are in conformity with all applicable national and international laws, regulations, standards, directives, administrative provisions and requirements in force at the time of supply and/or performance of the Contractual Relationship, including, but not limited to, regulations concerning safety, environment, health, labour, data protection, intellectual property, international trade, ethics and social responsibility. The Supplier further warrants that the Products supplied comply with all technical specifications, certifications, quality standards and conformity requirements requested by the Purchaser or required by applicable legislation, and that they are suitable for their intended use. The Purchaser reserves the right to request, at any time, documentary evidence of the above-mentioned compliance. Failure to comply with this clause shall constitute a material breach of Contractual Relationship and shall entitle the Purchaser to terminate it, without prejudice to any other rights or remedies provided by law.

2.7 The Supplier acknowledges and undertakes, by the date of establishment of the Contractual Relationship, to provide, where applicable in light of the nature of the Products subject to such Contractual Relationship, the following documentation:

• the duly completed Supplier compliance questionnaire, as provided by the Purchaser, including all supporting documentation;

• the list of sub-suppliers and the duly completed sub-supplier questionnaire, as provided by the Purchaser, including all supporting documentation;

• declarations certifying the characteristics of the Products: REACH Declaration of Conformity, Nickel-Free Declaration and/or others, Long-Term Supplier’s Declaration certifying the preferential origin of the goods, Non-Preferential Origin Declaration (Made In) or Certificate of Origin (CO) certifying the “Made in”, self-certifications and any

• additional supporting documentation required by applicable regulations: Washington Declaration, CITES Certification, Health Clearance, Sanitation/Sterilisation Certification where required, certificates for parts or components of registered trademarks, product safety certifications such as MSDS, TSCA (Toxic Substance Control Act), or others. The Supplier also undertakes to provide any other supporting documentation requested by the Purchaser or by the competent authorities.

• the documentation/certification of the Products listed above must be accompanied by additional technical data relating to the type of goods in compliance with applicable regulations for distribution, including chemical composition expressed as a percentage, detailed product description, customs category (HS CODE), net weight of each item, and any other information reasonably requested by the Purchaser for customs, export, import and safe distribution of the goods in the destination markets.

• the RSL (Restricted Substance List) and the list of prohibited substances under SVHC (Substances of Very High Concern) and PROP 65, duly signed for acknowledgement:

• SVHC

  → Candidate List of substances of very high concern for Authorisation – ECHA

• PROP 65

  → The Proposition 65 List – OEHHA.

2.8 The Supplier acknowledges that:

ROBERTO CAVALLI has adopted its own Code of Ethics in order to ensure that the company’s core values are clearly defined. These values form the foundation of the corporate culture and represent the standards of conduct that all employees and Suppliers of the company must observe in the conduct of business and their activities. The Code of Ethics therefore constitutes the set of rights, duties and responsibilities that guide the company in recommending, promoting or prohibiting certain behaviours.

In light of the above, the Supplier declares:

(i) to have reviewed the text of the Code of Ethics available at the following internet address: www.robertocavalli.com;

(ii) to comply with and ensure that its employees and collaborators comply with the principles contained therein, and to select any sub-suppliers from among those who share and adopt the principles set out in the Code of Ethics.

TITLE II

General Application Clauses

Article 3

Non-Exclusivity of Supply

3.1 Unless otherwise agreed in writing between the Parties, the Products shall be purchased from the Supplier on a non-exclusive basis.

Article 4

Supplier’s Liability, Assignment and Subcontracting

4.1 During the execution of each Contractual Relarionship, the Supplier undertakes to strictly comply with all legislative and regulatory provisions applicable to the performance entrusted to it. In particular, the Supplier undertakes to:

(i) ensure that it employs suitably qualified personnel for the purpose;

(ii) implement all technical, organisational and equipment measures required or prescribed by applicable health and safety regulations for the performance of the Contractual Relationship;

(iii) maintain in force, for the entire duration of the Contractual Relationship, appropriate insurance policies to indemnify the Purchaser against any and all damage or loss, copies of which shall be provided to the Purchaser;

(iv) notify any changes to the information previously provided to the Purchaser, including, by way of example, changes in ownership, shareholding structure or corporate organisation;

(v) ensure that the personnel engaged in the performance of the Order complies with all applicable laws and regulations concerning remuneration, social security, taxation, welfare and insurance, as well as all other applicable employment legislation.

4.2 Without prejudice to any liability that may be attributed to the Supplier in connection with the execution of the Contractual Relationship with the Purchaser, including liability as manufacturer as governed by applicable legislation, the Supplier shall also be liable to the Purchaser for the actions of its employees and third-party collaborators whose services it may use.

4.3 The Supplier may not assign the Contractual Relationships or subcontract, even partially, their execution without the prior written authorisation of the Purchaser. In the absence of such authorisation, the Purchaser shall be entitled to terminate the Contract pursuant to Article 1456 of the Italian Civil Code, without prejudice to its right to claim further damages.

4.4 Even where subcontracting is authorised by the Purchaser, the Supplier shall remain fully responsible to the Purchaser for the execution of the Contractual Relationship and the supply of the Products.

4.5 The assignment of receivables to third parties, for any reason whatsoever, is also excluded unless specifically authorised in writing by ROBERTO CAVALLI.

Article 5 Penalties

5.1 Without prejudice to the Purchaser’s right to claim compensation for any further damages and without affecting any other rights granted to the Purchaser under the Contractual Relationship or applicable laws, in the event of default by the Supplier due to delay in the delivery of the Product, the Supplier shall be liable to pay the Purchaser a penalty equal to 5% of the value of the Contractual Relationship for each week of delay, up to a maximum of the total value of the Contractual Relationship. The Purchaser’s right to claim further damages remains unaffected.

5.2 Any amount due by the Supplier as a penalty under Article 5.1 above shall be paid within thirty (30) days from the occurrence of the events described therein, without prejudice to the Purchaser’s right to offset such amount against any sums still owed to the Supplier as consideration (including advance payments).

Article 6 Industrial and Intellectual Property

6.1 The Supplier acknowledges that the names and trademarks used by the Purchaser are under the Purchaser’s control and are and shall remain the exclusive property of their rightful owner (“Trademarks”). The Supplier may use the Trademarks only to the extent permitted by the Contractual Relationship and solely as necessary for the supply of the Products. Accordingly, the Supplier shall not carry out any act of disposal and/or use of such Trademarks and names for its own benefit or for the benefit of third parties, in any form or manner, either during or after the termination or expiration of the Contractual Relationship, for any reason or cause. The Supplier shall also refrain from using the Trademarks in any way that may damage the reputation or prestige of the Purchaser. The Supplier undertakes to promptly return to the Purchaser and/or destroy, providing appropriate evidence thereof, any Products bearing a Trademark attributable to the Purchaser and/or its group companies and/or the rightful owner or licensee, which are in its possession at the time of termination of the Contractual Relationship, for any reason or cause.

6.2 Where the Products — including their shape, design, distinctive elements, colours and combinations thereof, and/or the trademarks identifying them — are not provided directly by the Purchaser, the Supplier shall ensure and warrant that the Products and their intended use do not infringe any third-party intellectual or industrial property rights, and shall indemnify the Purchaser against any and all liability in this respect.

6.3 In the cases referred to in Article 6.2 above, the Supplier hereby fully indemnifies the Purchaser against any and all claims, legal actions and/or compensation requests that may be brought by third parties arising from alleged or actual acts of unfair competition, infringement of patents or patent applications, trademarks or registered designs, or intellectual and industrial property rights, whether registered or unregistered, relating to the Products.

6.4 The Supplier acknowledges and warrants that the execution of the Contractual Relationship constitutes a work and/or service performed on behalf of the Purchaser and in accordance with its instructions. Consequently, the final result of such execution — including, but not limited to, prints, designs, sketches and Products, as well as any distinctive elements associated therewith, regardless of the printing technique used — shall be deemed fully transferred to ROBERTO CAVALLI upon its creation. The Purchaser shall acquire full and exclusive ownership of all rights, both economic and moral, relating to such results, including rights of use, reproduction, modification, distribution and commercial exploitation, without any territorial or temporal limitation. Such rights shall remain the exclusive property of the Purchaser indefinitely, and the Supplier shall not be entitled to make any claim in this regard. Any remuneration necessary for the transfer of such rights shall be deemed included in the price specified in the Contractual Relationship.

Article 7 Confidentiality and Non-Disclosure

7.1 The Supplier acknowledges that, in the context of the Contractual Relationship with the Purchaser, it may become aware of elements, facts, information and, more generally, data — including statistical data — subject to confidentiality and/or proprietary rights or trade secrets, as well as any other information, confidence, project, know-how or data in the broadest sense, learned from or about the Purchaser. Accordingly, the Supplier undertakes, on its own behalf and on behalf of its personnel and collaborators, to maintain the strictest confidentiality with respect to all such information, including that received in confidence, during the supply and/or request for supply made by the Purchaser, its employees or collaborators, for the entire duration of the Contractual Relationship and for five (5) years following its termination.

7.2 All materials and information of any nature provided by the Purchaser to the Supplier shall remain the property of the Purchaser and may be used exclusively for the execution of the Contractual Relationship between the Parties. Disclosure is expressly prohibited without the prior written authorisation of the Purchaser.

7.3 Upon termination or expiration of the Contractual Relationship, the Supplier shall immediately return or destroy all documentation provided by the Purchaser.

Article 7 bis Processing of Personal Data pursuant to the General Data Protection Regulation (No. 679/2016 – GDPR) and the Swiss Federal Act on Data Protection (nLPD)

The Purchaser, solely for the purpose of managing the Contractual Relationship, processes personal data relating to the Supplier, where the Supplier is a natural person, and its representatives, officers, employees and collaborators. Although the provision of such data is not mandatory, it may be necessary for the establishment and execution of the Contractual Relationship, for compliance with related legal obligations, and for the exercise or defence of legal rights. The processing shall be carried out in accordance with the privacy notice available at the following link: https://www.robertocavalli.com/it-ch/legal/privacy-policy/

TITLE III

Specific Application Clauses

Article 8 Warranties, Inspections and Verifications by the Purchaser

8.1 The Supplier warrants that the Products supplied: a) shall be free from any third-party rights or claims; b) shall strictly comply with the quantity, description, specifications and any other requirements specified in the Contractual Relationship documents or otherwise provided by the Purchaser; c) shall be manufactured using materials of suitable quality for commercialisation and appropriate for the intended purpose and application of the specific Products; d) shall be free from defects, including latent defects.

8.2 Without prejudice to applicable legal provisions, the Supplier shall, upon simple request and at its own expense, replace defective Products and carry out, also at its own expense, any modifications and adjustments necessary to ensure that the Products meet the specifications of the Order, as further described in Article 10.3 below. The

Supplier shall bear all consequences arising from failure or incomplete performance, even partial, of the obligations under the Contractual Relationship and these General Terms and Conditions, including all repair and replacement costs, transport and travel expenses.

8.3 Products replaced or repaired pursuant to Article 8.2 shall be covered by the same warranties set out in Article 8.1.

8.4 Without prejudice to the Supplier’s exclusive liability, the Purchaser shall be entitled to carry out any inspection, directly or indirectly, at any time and place, in relation to the supply of the Products. The Supplier undertakes to provide the Purchaser with all necessary assistance for the performance of such inspections. Should the Purchaser raise substantiated concerns during such inspections regarding the Supplier’s failure to comply with its obligations, the Supplier shall, at its own expense, remedy the non-conformities within a period agreed between the Parties, and in any case not exceeding fifteen (15) days. Should the Supplier refuse to remedy such non-conformities, the Purchaser shall be entitled to terminate the Contract without notice, pursuant to Article 1456 of the Italian Civil Code.

8.5 THE SUPPLIER SHALL INDEMNIFY AND HOLD THE PURCHASER HARMLESS FROM ANY EXPENSES, INCLUDING LEGAL AND COURT COSTS, FINES, PENALTIES, CLAIMS FOR DAMAGES, LOSSES AND LOSS OF PROFITS ARISING FROM ANY NON-CONFORMITY OF THE PRODUCTS SUPPLIED TO THE PURCHASER.

Article 9 Delivery, Product Acceptance and Claims

9.1 The Products shall be delivered to the Purchaser or to third parties designated by the Purchaser, in accordance with the specifications and timelines agreed between the Parties in the Order. The delivery terms set out in the contract shall be deemed essential and refer to the dates by which the Products must be delivered.

9.2 Any discrepancies or non-conformities of the Products with respect to what has been agreed between the Parties, and any defects, if apparent, must be reported to the Supplier in writing (including via certified email – PEC) within fifteen (15) working days from the date of delivery. For hidden defects or non-apparent discrepancies or non-conformities, the reporting period shall be fifteen (15) working days from the date of discovery.

9.3 In the event of justified claims for defects or non-conformity of the Products delivered to the Purchaser (or to third parties designated by the Purchaser), the Purchaser may, at its sole discretion, request the Supplier — who shall promptly act at

its own expense and through its own organisation — to: a. replace the defective Products with an equal quantity of conforming Products, and reimburse the Purchaser for any costs incurred for the destruction or disposal of the non-conforming goods; and/or b. repair the Products to restore conformity; and/or c. refund the amount paid for the supply within seven (7) working days from the Purchaser’s simple request, and reimburse the Purchaser for any costs incurred for the destruction or disposal of the non-conforming goods. The Parties acknowledge that the exercise by the Purchaser of one or more of the above options shall not release the Supplier from liability for any further damages suffered by the Purchaser in relation to the non-conformity of the Products delivered by the Supplier pursuant to Article 9.1 and as provided under Article 8.5.

Article 10 Prices, Invoicing, Payments and Late Payment Interest

10.1 Unless otherwise expressly provided in the Order, prices shall be fixed and final, and not subject to any revision and/or adjustment. The terms, conditions and methods of payment shall be specified in the Order.

10.2 The Supplier may issue an invoice following verification of quantities and acceptance by the Purchaser.

10.3 Payment of the invoice shall not be interpreted as a waiver by the Purchaser of any claims for defects and/or non-conformities of the Products supplied.

10.4 The agreed fees shall be paid upon presentation of a valid invoice or equivalent document. In the event of non-payment or delayed payment, the default interest rate shall be equal to the reference rate set by the European Central Bank (ECB), following a formal notice to perform within thirty (30) days. If such period expires without remedy, the above-mentioned default interest shall apply.

Article 11 Termination and Withdrawal for Breach

11.1 The Purchaser may withdraw from the Contractual Relationship early, at any time and without cause, by giving written notice to the Supplier at least ninety (90) days in advance, via certified email (PEC), registered letter with return receipt, or express courier with proof of delivery.

11.2 The Purchaser may terminate the Contract with immediate effect by simple written notice to the Supplier if the Supplier is subject to insolvency proceedings or bankruptcy, or if the competent authorities suspend or revoke the authorisations necessary for the Supplier to provide the Products to the Purchaser.

11.3 In the event of breach by the Supplier of any obligations under these General Terms and Conditions or the Contractual Relationship as a whole, the Purchaser shall have the right, following a formal notice to remedy within eight (8) days which remains unfulfilled, to:

• have the unfulfilled obligations performed by a third-party supplier, at its sole discretion and at the Supplier’s expense, even if at a higher cost than that set out in the Order, without prejudice to the Purchaser’s right to apply the penalties under Article 6;

• immediately terminate the Contractual Relationship by written notice via PEC, registered letter with return receipt, or express courier with proof of delivery, without prejudice to the application of penalties under Article 6 or the right to claim further damages.

11.4 The provisions of this Article shall also apply during the warranty period for Product defects.

11.5 The Purchaser may also, at its sole discretion, terminate the ongoing Contractual Relationship with the Supplier with ten (10) days’ notice, sent via PEC, registered letter with return receipt, or express courier with proof of delivery, in the event of changes in the financial or commercial situation or shareholding structure of the Supplier and/or its parent companies that may compromise the Purchaser’s business or interests under the Contractual Relationship.

Article 12 Insurance

12.1 In all cases where the nature of the Product supplied requires it and/or the Product may pose a risk to the Purchaser and/or its clients, employees or collaborators in general, or where specifically requested by the Purchaser, the Supplier shall take out an insurance policy with a leading insurance company, with deductibles and coverage limits in line with standard market conditions and taking into account the Purchaser’s reputation, to cover the aforementioned risks. The insurance policy must be valid from the first day of the Contractual Relationship and remain in force for its entire duration.

12.2 The Supplier shall provide the Purchaser with a copy of the insurance policy(ies) referred to above within one week from the start of the Contractual Relationship and undertakes to update or supplement it as soon as possible should the Purchaser, at its sole discretion, deem the coverage described therein inadequate in relation to the risks associated with the Products and their supply.

12.3 The conclusion of insurance contracts shall in no way exclude or limit the Supplier’s liability under these General Terms and Conditions.

12.4 The Supplier undertakes to do everything necessary to obtain any reimbursements from the insurance companies and, in the event of third-party liability, to secure the compensation and indemnities to which it is entitled.

Article 13 Force Majeure

13.1 Only unforeseen and unforeseeable events that prevent the execution of the Order shall be considered force majeure events, such as, by way of example, nationwide strikes, earthquakes, floods, acts of war, epidemics, pandemics (in relation to the delivery of raw materials), and similar events.

13.2 Lack of manpower and/or inability to enter into contracts with subcontractors not directly attributable to the causes listed above shall not be considered force majeure.

13.3 If the force majeure event continues for more than two weeks, the Purchaser may consider all pending deliveries of Products automatically cancelled, as well as any and all obligations of the Purchaser arising from the Contractual Relationship.

Article 14 Governing Law and Jurisdiction

14.1 These Terms and Conditions shall be governed by and interpreted in accordance with Italian law, excluding its conflict of law principles.

14.2 Any dispute between the Purchaser and the Supplier, directly or indirectly arising from these General Terms and Conditions, shall fall under the exclusive jurisdiction of the Court of Milan.

Article 15 Severability and Acceptance of the General Terms and Conditions

15.1 If any provision of these General Terms and Conditions or any other part of the contract is declared null or legally ineffective, the remaining provisions shall remain unaffected and shall be interpreted as if the agreement had been concluded without the invalid provision.

15.2 In the event of any dispute arising between the Parties for any reason, the Supplier shall in no case suspend performance unless otherwise instructed by the Purchaser.

15.3 These General Terms and Conditions shall apply in any case where the Supplier, even without having signed them, proceeds with the performance requested by the Purchaser. The Purchaser does not accept any general terms and conditions of sale of the Supplier in relation to the Contractual Relationship. No deletions, amendments or modifications of any kind to these General Terms and Conditions shall be permitted unless agreed in writing between the Parties.

15.4 The Purchaser reserves the right to unilaterally amend these General Terms and Conditions at its sole discretion, making the updated version available to the Supplier from time to time on its website at the following link: https://www.robertocavalli.com/it-it/legal-notes. The Supplier therefore undertakes to comply, at its own expense, with the General Terms and Conditions in force from time to time throughout the duration of the Contractual Relationship.

Pursuant to Article 1341 of the Italian Civil Code, the following clauses are specifically approved after careful reading and reconsideration: Articles 2 (Additional Agreements or Derogations from these General Terms and Conditions); 3 (Contractual Documents); 4 (Supplier’s Liability, Assignment and Subcontracting); 5 (Penalties); 8 (Warranties, Inspections and Verifications by the Purchaser); 9 (Delivery, Product Acceptance and Claims); 10 (Prices, Invoicing, Payments and Late Payment Interest); 11 (Termination and Withdrawal for Breach); 12 (Insurance); 13 (Force Majeure); 14 (Governing Law and Jurisdiction); 15 (Severability and Acceptance of the General Terms and Conditions).