Legal Notes
Legal Notes
GENERAL CONDITIONS OF PURCHASE FOR THE SUPPLY OF GOODS AND SERVICES
TITLE I. OBJECT AND SCOPE OF APPLICATION
Introduction
These general conditions of purchase are aimed at regulating the relationships that originates from the purchase by Roberto Cavalli SpA (hereinafter also “ROBERTO CAVALLI”) of a good or service. They find overall application in every contractual relationship for the purchase of goods and services except for the following cases:
where one or more clauses contained therein are incompatible with the particular type of purchase;
where the Parties expressly and specifically derogate in writing from one or more of the clauses contained therein.
Art.1
Definitions
1.1. For the purposes of this document:
Conditions means the General Purchase Conditions referred to in this document;
Buyer means ROBERTO CAVALLI;
Supplier means the counterparty of the Purchaser in individual commercial transactions;
Products means the object of the Purchaser's purchase such as, by way of example but not limited to, raw materials, semi-finished products, finished products, services, molds, packaging;
Contract means the document specifically drawn up to regulate a contractual relationship resulting from a bargaining between the Buyer and the Supplier;
Contractual relationship means the binding relationship between the Buyer and the Supplier to pursue a common interest;
Order means the purchase order, i.e. the document that formally accepts the Supplier's offer and binds the Buyer to make a purchase;
Offer means the Supplier's document to propose a purchase to the Buyer.
Offer request means the verbal or written request of the Buyer concerning a specific purchase need;
Parties means the Buyer and the Supplier.
Art.2
Conventional form for additional agreements or in derogation from these Conditions
2.1. Any agreement that should supplement or modify the clauses of these Conditions or derogate from them, will not be valid unless stipulated in writing between the Parties.
2.2. These Conditions resolve and supersede for all purposes any previous oral or written agreement between the Parties in relation to these Conditions.
2.3. References to laws, regulations, rules and provisions in general and / or provisions of the Authority refer to those in force, with explicit agreement that any change, change, modification or update of the above will automatically entail the obligation of the Parties to comply to the new factual and legal situation. As a contractual risk, the Supplier assumes the risk of having to make any type of investment at his own expense necessary and / or useful to adapt to the above.
2.4. Any non-fulfillment and / or behavior different from what is established in these Conditions, even if tolerated or not contested by the Buyer, will not constitute exceptions to these Conditions, nor precedents to refer to, nor can they be interpreted as tacit acceptance of the non-fulfillments themselves.
2.5. Neither party will be held responsible if the fulfillment of the respective service has become impossible due to unforeseeable circumstances or force majeure. 2.6. Nothing in these Conditions constitutes or can be considered comparable to a company ("partnership") between the Parties or constitutes or can be considered constituent one of the Parties representing or employee of the other Party in any capacity and, neither of the Parties has any authority or power to bind the other Party or to assume an obligation or create a liability for the other Party, in any way and for any reason.
2.7. Each Contractual Relationship will be governed by these Conditions and, for what is not expressly provided for and / or waived here, by the rules of the civil code and / or other special laws on sale in force at the time the Order is sent. The Conditions do not release the Supplier from all the duties imposed on him by laws, by provisions of the authority and more generally from the obligation of diligence and professionalism.
2.7.1. By way of example only, but not limited to, the Supplier undertakes to act in the context of the Contractual Relationship in full compliance with the following regulations, where applicable: - GDPR (General Data Protection Regulation) - EU Regulation 2016/679; - Legislative Decree 10/08/18, n.101. Provisions for the adaptation of national legislation to Regulation (EU) 2016/679 concerning the protection of individuals with regard to the processing of personal data; - Legislative Decree 06/09/05, 206 (Consumer Code); - Dir 2001/95 / CE (General Product Safety Directive); - Reg. CE 1907 18/12/06 concerning the registration, evaluation, authorization and restriction of chemical substances (REACH); - Washington Convention CITES (Convention on International Trade of Endangered Species). The Supplier undertakes to provide the Purchaser, at the request of the latter, with all the documentation proving compliance with the foregoing and anything else contained in these Conditions. 2.8. The Supplier acknowledges that: ROBERTO CAVALLI has developed his own Code of Ethics in order to ensure that the fundamental values of the company are clearly defined. These Values constitute the basic element of the corporate culture, as well as the standards of conduct of all the Collaborators of the company in the conduct of business and their activities. The Code therefore represents the set of rights, duties and responsibilities through which the company recommends, promotes or prohibits certain behaviors. Given the above, the Supplier declares: i) to have viewed the text of the Code of Ethics available at the internet address: www.robertocavalli.com; ii) to observe and have its employees and collaborators observe the principles contained therein.
Art.3
Contractual documents
3.1. Each purchase made by the Buyer can be formalized, by way of example, by means of the following documents:
Offer request;
Technical Specifications (showing the technical characteristics of the Products);
Offer;
Signed conditions;
Order;
Contract.
3.2. The Conditions are an integral and substantial part of all the documents that regulate the Contractual Relationship between the Buyer and the Supplier, even without the need for explicit reference. Each document referred to in point 3.1 above implies unreserved acceptance of these Conditions.
3.3. The Conditions do not bind the Buyer, nor are they suitable for creating valid expectations regarding the conclusion of any negotiations in progress, or the conclusion of subsequent purchases.
3.4. Even when a specific Contract is drawn up between the Parties for the purchase of Products, the Conditions are understood to be automatically applicable as an integral and substantial part of the Contract, without the need for explicit reference.
3.5. If there is a conflict between the agreements contained in the Order and / or in the Contract and those contained in the Conditions, the former will prevail over the latter.
TITLE II.
GENERAL APPLICATION CLAUSES
Art.4
Non-exclusivity of supplies
4.1. Unless otherwise agreed in writing between the Parties, the Products will not be requested from the Supplier on an exclusive basis.
Art.5
Responsibility of the Supplier, Transfer and Subcontracting
5.1. During the execution of each Order, the Supplier undertakes to scrupulously observe all the laws and regulations applicable to the service entrusted to him; in particular, it undertakes to (i) ensure that it has specialized personnel employed by it, suitable for the purpose; (ii) to implement, for the performance of the Order, all the technical, organizational and equipment measures envisaged or prescribed by the accident prevention regulations in force; (iii) to keep in force for the entire duration of the Contractual Relationship the insurance policies of which the Supplier has given a copy to the Buyer; (iv) to report any changes with respect to the information provided to the Buyer regarding the ownership of their business, to the shareholding structure of the Supplier and to its own company organization; (v) to ensure that the personnel he will use to carry out the Order is, and will be, in compliance with the provisions of the law on remuneration, contributions, tax, welfare and insurance as well as with all current legislation on business relationships work.
5.2. Without prejudice to and without prejudice to all cases of liability that may be attributable to the Supplier for the execution of the provisions of the Contractual Relationship in place with the Buyer, including the manufacturer's liability as governed by current legislation, the Supplier is liable towards of the Purchaser also due to its employees and third party collaborators that it will have chosen or whose work it should make use of.
5.3. The Supplier may not assign Orders or Contracts, nor subcontract, even partially, its execution, without the prior written authorization of the Buyer, in the absence of which the Buyer will be able to consider the Contract terminated, pursuant to Article 1456 of the Italian Civil Code.
5.4. Even if the subcontract is authorized by the Buyer, the Supplier in any case retains the full responsibility for the execution and supply of the Products towards the Buyer.
5.5. The assignment of credit is also excluded to third parties in any capacity unless specifically authorized in writing by ROBERTO CAVALLI.
Art.6
Penalties
6.1. Without prejudice to the right of the Purchaser to seek compensation for any further damages and without prejudice to any other right recognized to the Purchaser on the basis of these Conditions or by law, in the event of the Supplier's breach of contractual obligations, the Supplier shall pay the Buyer a penalty equal to 10% of the value of the economic transaction provided for in the contract; if the non-fulfillment is a delay in delivery and the delay is not more than 7 days, the penalty is reduced to 5% of the value of the economic transaction provided for in the contract. The penalties referred to in this article are understood to be applicable for each case of transgression.
6.2. The payment of any amount due by the Supplier as a penalty pursuant to the previous article 6.1 will take place within 30 (thirty) days from the day of the occurrence of the events specified therein, in any case without prejudice to the Purchaser's right to oppose the amount due to such title in compensation with the amounts due by the same to the Supplier by way of consideration (also in the form of advances).
Art.7
Industrial and Intellectual property
7.1. The Supplier acknowledges that the names and trademarks used by the Purchaser are the exclusive property of the Purchaser and / or companies of the Corporate Group to which he belongs and / or whoever holds legitimate right to use them. Consequently, the Supplier will not be able to make any device and / or use, in any form or manner, of these brands and names, even combined with each other, both during the Contractual Relationship and after its termination, for any reason, fact or cause the same comes to be determined. The Supplier undertakes to promptly return to the Purchaser and / or destroy, providing the relevant proof, the Products bearing a trademark owned by the Purchaser and / or by companies of the Corporate Group to which they belong and / or by those who have legitimate right to use them.
7.2. When the formulas and / or compositions of the Products or the brands to be used for them are not indicated or supplied by the Buyer, the Supplier must ensure and guarantee that the Products and their intended use do not violate the rights of third parties concerning the property industrial (trademarks and patents).
7.3. In the cases provided for in point 7.2 above, the Supplier hereby fully indemnifies the Purchaser from any and all claims, legal action and request for compensation made by third parties due to acts of unfair competition, infringement of patents or patent applications, trademarks or registered models and industrial and intellectual property rights relating to the Products.
7.4. In the cases provided for in paragraph 7.2. above, the execution of the object of the related order takes place in the context of the performance and / or work contract of the Supplier on behalf of ROBERTO CAVALLI and on the instructions of the latter. Therefore, the final result of the print, regardless of the printing technique used, as well as the right to exploit it, is and remains indefinitely the exclusive property of ROBERTO CAVALLI.
Art.8
Confidentiality
8.1. The Supplier acknowledges that, following the Contractual Relationship with the Purchaser, it may become aware of elements, news, information and, more generally, of data, including statistical data, subject to extreme confidentiality and / or industrial property rights, as well as of any other news, confidence, fact, project, information in the broadest meaning of the term, learned about and / or from the Buyer. For these reasons, the Supplier undertakes for itself, for its staff and for its collaborators, to maintain the strictest confidentiality on all that it has knowledge of and / or learned about, also for confidence received, on the occasion of supply and / o of the supply request formulated by the Buyer, his employees or collaborators.
8.2. All material and information of any nature, provided by the Buyer to the Supplier, will remain the property of the Buyer and may be used exclusively for the execution of the contract, with prohibition of disclosure without the prior authorization of the Buyer.
8.3. Upon termination of the Contractual Relationship, the Supplier must immediately return to the Purchaser any documentation delivered to him.
Art.8 bis
Processing of personal data pursuant to the General Regulation on the protection of personal data (n.679/ 2016 - GDPR)
For the sole purpose of managing the supply / purchase contractual relationship (s), the Purchaser processes personal data concerning the Supplier (in the case of a sole proprietorship, entrepreneur or professional) and its representatives, exponents, employees and collaborators, the knowledge of which, although not mandatory, is necessary to establish and execute the contractual relationship (s), for the fulfillment of the related regulatory obligations and for the possible exercise or defense of rights. The provision of personal data is therefore necessary for these contractual activities which, without the data, it would not be possible to start and carry out correctly.
The treatment will be carried out with the use of computer media and paper archives suitable to guarantee maximum security and confidentiality, in compliance with current legislation and related obligations.
The Supplier's personal data will not be disseminated. The Data Controller is the Buyer. The Supplier's personal data will be processed not only by the Data Controller but also by the data processors designated by the latter, including specific instructions necessary for compliance with the legislation on the protection of personal data, with particular reference to aspects relating to security.
At any time, the Supplier may exercise the rights provided for in Articles 15 and ss of the General Regulation for the protection of personal data GDPR (such as: knowing your personal data at any time and how they are used, having them updated, corrected, deleted, requesting their blocking or opposing the processing for legitimate reasons, exercising the right to data portability) by contacting the following email address: dpo@robertocavalli.com.
The Supplier guarantees the Purchaser that its representatives, exponents, employees and collaborators have received suitable information on the processing of personal data for the purposes related to the performance of the activities covered by the contractual relationship and that their personal data can be lawfully used by the Buyer for these purposes, in the terms indicated above.
TITLE III.
SPECIFIC APPLICATION CLAUSES
Art.9
Guarantees / Controls and Verifications by the Buyer
9.1. Without prejudice to the provisions of the regulations in force, if the Products purchased are covered by warranty, the Supplier is obliged to replace, at the first request and at his own expense, the defective Products and to carry out, always at his own expense, any modifications and adjustments that should be necessary to ensure that the Products meet the contractual conditions of the Order as better described by art. 10.3. the Supplier will be responsible for all the consequences deriving from failure or incomplete execution, even partial, of all obligations incumbent on it, as well as the costs of repair and replacement, as well as those of transport and travel deriving from this.
9.2. The replaced or repaired Products will be subject to a new guarantee equal to the first one.
9.3. Without prejudice to the sole responsibility of the Supplier, the Purchaser is allowed to make any control, made directly and by any direct or indirect means, as well as at any time and place regarding the supply of the Products. The Supplier undertakes to provide the Purchaser with all the assistance necessary for the execution of the aforementioned controls. In the event that in the course of the aforementioned controls, the Purchaser should make well-founded disputes regarding the obligations due by the Supplier, the latter will at his own expense and expense to eliminate, in an agreed time, the problems complained of. If not, the Buyer may terminate the Contract pursuant to art. 1456 cc.
Art.10
Delivery, acceptance of the products and disputes
10.1 The Products must be delivered to the Buyer, in the place indicated in the Order or in the Contract or in another document, or to third parties if expressly indicated by the Buyer. The delivery terms established contractually are to be considered as essential and refer to the dates on which the Products must be delivered.
10.2 The discrepancies or non-compliance of the Products with what has been agreed between the Parties and the defects, if evident, must be reported to the Supplier in writing (also via certified e-mail) within fifteen working days of delivery. For defects or discrepancies or non-conformities that are not evident, the deadline for reporting is set at fifteen working days from discovery.
10.3 In case of justified claims for defects or lack of conformity of the Products delivered to the Purchaser (or to his customers), the Purchaser can choose whether to ask the Supplier, who must promptly provide at his expense and organization, for:
the replacement of the defective Products with an equal compliant quantity, recognizing to the Purchaser any costs of destruction or disposal of the non-compliant goods and bearing all collection and shipping costs; or
the repair of the Products, for the restoration of conformity, with all the costs of collection, reworking and shipping to be borne by the Supplier; or
the re-credit of the amount paid for the supply within 7 working days from the simple request of the Purchaser, recognizing the Purchaser any costs for the destruction or disposal of non-compliant products;
in addition to any damage caused by the lack of conformity of the goods delivered to the Buyer.
Art.11
Prices, invoicing, payments and interest on arrears
11.1 Unless otherwise expressly provided for in the Order, Contract or other document stipulated between the Parties, the prices are intended as fixed and definitive, not subject to revision and adjustment. The terms, conditions and methods of payment are specified in the Order, Contract or other document stipulated between the Parties.
11.2 The Supplier may issue an invoice following verification of the quantities and relative acceptance by the Buyer.
11.3 The balance of the invoice does not imply the Buyer's waiver of any claims for defects and / or non-conformity of the products and / or Products supplied.
11.4 The agreed fees will be paid upon presentation of a regular invoice or equivalent document; in the event of non-payment or delayed payment, the interest rate on arrears is equal to the Reference Rate determined by the European Central Bank (ECB), subject to notice to comply within 15 (fifteen) days. After this deadline has elapsed, the above-mentioned default interest will be applied.
Art.12
Withdrawal and Termination for non-fulfillment
12.1 The Purchaser may withdraw from the Contract early and with immediate effect, by means of a written notice to be sent to the Supplier, if for any reason the competent authorities should revoke or suspend the authorizations to the Supplier necessary for the supply of the Products.
12.2 The Buyer may withdraw from the Contract if the Supplier is subjected to insolvency proceedings or bankruptcy.
12.3 Without prejudice to further and different remedies provided for by the Law and in any case those relating to cases of serious non-fulfillment, for which the Purchaser may pursuant to art. 1456 cc to terminate the contract at any time and without notice, in the event of non-fulfillment of the obligations assumed by the Supplier pursuant to these Conditions, the Purchaser will have the right, after formal notice of eight days remained without result, to: have a third-party company of its choice perform the services not performed by the Supplier, at the latter's expense, even if at a higher cost, without prejudice to the application of delay penalties pursuant to ex. art.6; terminate the Contract by certified email, registered letter with return receipt or express courier with acknowledgment of receipt, without prejudice to the right to compensation for damages.
12.4 The provisions of this article will also apply during the warranty period.
12.5 The Purchaser may also terminate the Contractual Relationship in progress with the Supplier with ten days' notice, to be sent via certified email, registered letter with return receipt or express courier with acknowledgment of receipt, in the event of changes in the financial or commercial situation or shareholder ownership of the Supplier and such as to compromise the Buyer's business or interests.
Art.13
Insurance
13.1 In all cases in which the nature of the supplied Product requires it and / or the supplied Good may involve a risk towards the Purchaser and / or from the latter towards its customers or employees or collaborators in general, or if the Purchaser makes a specific request, the Supplier is required to take out insurance with a leading insurance company and with deductibles and maximum limits defined at normal market conditions to cover the aforementioned risks; the insurance policy must be active from the first day of validity of the Contractual Relationship and must be kept valid for the entire duration of the same.
13.2 The Supplier must deliver to the Buyer a copy of the policy (s) referred to in the previous point within one week from the start of the Contractual Relationship. 13.3 The stipulation of the Insurance Contracts will not eliminate or reduce the direct liability of the Supplier under these Conditions. 13.4 The Supplier undertakes to do everything necessary to obtain any reimbursements from the insurance companies and, in the presence of third party liability, to obtain the indemnities and compensation to which he is entitled.
Art.14
Force majeure
14.1 Only unforeseen and unforeseeable events that prevent the execution of the Order are considered causes of force majeure such as, for example, national strikes, earthquakes, floods, war events, epidemics (as regards the delivery of raw materials) and similar.
14.2 The lack of manpower and / or the impossibility of entering into contracts with subcontractors will not be considered cause of force majeure.
14.3 If the force majeure continues for a period exceeding two weeks, the Buyer may deem all deliveries of Products still to be made canceled.
Art.15
Governing law and jurisdiction
15.1. These Conditions shall be governed by, construed and interpreted in accordance with the laws of Italy, with the exclusion of conflict–of-laws principles.
15.2. Any dispute between the Buyer and the Supplier related to these Conditions will be the exclusive competence of the Court of Milan.
Art.16
Safeguard clause and acceptance of the Conditions
16.1 If a provision contained in these General Purchase Conditions or any other provisions of the contract is declared void or legally ineffective, the remaining provisions remain unaffected and must be interpreted as if the entire agreement had been concluded without the invalid provision. The same applies to gaps in the contract and changes or additions to the contract.
16.2In the event of disputes arising between the Parties for any reason, the Supplier may not in any case suspend the services until otherwise agreed by the Purchaser.
16.3 These General Purchase Conditions will in any case be applied if the Supplier, even if he has not signed them, nevertheless proceeds with what is requested by the Buyer. The Buyer does not accept as of now any General Conditions of Sale of the Supplier. No cancellations, abrasions or modifications of any kind or type to these General Purchase Conditions are allowed. Pursuant to article 1341 of the Italian Civil Code, articles: 3 (Contractual documents) - 5 (Supplier's liability, assignment and subcontracting) - 6 (Penalties, invoicing and default interest) are specifically approved after careful reading and reconsideration) - 9 ( Guarantees) - 10 (Delivery, acceptance of the products and disputes) - 12 (Non-fulfillment and termination) - 13 (Insurance) - 14 (Force majeure) - 15 (Governing law and jurisdiction) - 16 (Safeguard clause).
Last updated: October 12, 2022
ONLINE DISPUTE
Roberto Cavalli S.p.A. would like to take this opportunity to inform you that, for purposes of out-of-court contract dispute settlements (for any completed online sale) – and without prejudice to any consumer rights of access to the judicial system – you may file a complaint online using the European online dispute resolution platform (ODR) at the following address: http://ec.europa.eu/consumers/odr/, pursuant to the provisions of (EU) Regulation no. 524/2013 promulgated by the European Parliament and Council on 21 May 2013 governing online consumer transaction dispute resolution.