Conditions of Purchase

GENERAL CONDITIONS OF PURCHASE

  1. OBJECT AND SCOPE OF APPLICATION These General Conditions of Purchase are intended to regulate the relationship between the Parties in connection to the purchase of goods and services by The House of Temple (hereinafter also “The House of Temple”), unless the Parties enter into an Agreement (as defined below). The supplier’s performance of the obligations set out in the Order (as defined below) shall entail the supplier's full acceptance of these general conditions.

Art. 1 Definitions

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

  • Buyer shall mean The House of Temple.

  • Goods shall mean the goods purchased by the Buyer, including, by way of example and not limitation, raw materials, semi-finished goods, finished goods, and moulds.

  • Conditions shall mean the General Conditions of Purchase herein set out.

  • Agreement shall mean the instrument specifically drafted as a result of negotiations between the Parties to govern a contractual relationship between the Buyer and the Supplier.

  • Supplier shall mean the Buyer's counterparty in each single commercial transaction.

  • Offer shall mean the document drafted by the Supplier to submit an offer for the purchase of Goods and/or Services to the Buyer.

  • Order shall mean 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 shall mean the obligation binding the Buyer to the Supplier following the transmission of the Order by the Buyer.

  • Request for Offer shall mean the request, whether written or oral, submitted by the Buyer concerning a specific need to buy Goods and/or Services.

  • Services shall mean the services provided by the Supplier to the Buyer.

  • Parties shall mean the Buyer and the Supplier.

Art. 2 Agreed form for additional covenants or to derogate from these conditions

2.1 Any agreement supplementing or amending the provisions of these Conditions, or providing derogation therefrom, shall only be valid when stipulated in writing between the Parties.

2.2 Any reference to laws, regulations, rules, and provisions in general and/or decisions issued by the Authorities shall be to the laws, regulations, rules, and provisions currently in force, and the Parties expressly agree that any change, amendment, modification, or updating to the same shall automatically bind the Parties to comply with the new legal and factual framework.

2.3 Any breaches of and/or conducts that diverge from the provisions of these Conditions, including when tolerated or not objected to by the Buyer, shall not be deemed a derogation from these Conditions, nor constitute a precedent to be invoked, and shall not be interpreted as a tacit acceptance of such breach.

2.4 Each Contractual Relationship shall be governed by these Conditions, and any matter not expressly provided for and/or derogated from herein shall be governed by the provisions of the Civil Code and/or any other special laws in force at the time of transmission of the Order. Therefore, these Conditions do not release the Supplier from any of the obligations to which the Supplier is subject under any laws or decisions of the Authorities, and more generally from the obligations of diligence in performance and professionalism imposed on operators under Article 1176(2) of the Civil Code.

Art. 3 Contractual documents

3.1 Any purchase of Goods or Services by the Buyer shall be formalized through the following documents: 1) Request for Offer; ii) Offer; iii) Order.

3.2 The Conditions form an integral and substantive part of all the documents that govern the Contractual Relationship between the Buyer and the Supplier. Any document as per point 3.1 above shall entail acceptance without reservation of these Conditions.

3.3 The Conditions shall not bind the Buyer, nor shall they be deemed to create enforceable expectations with respect to the conclusion of ongoing negotiations, where any, or to the completion of future purchases of Goods and/or Services.

3.4 Where, for the purchase of Goods or Services, the Buyer and the Supplier enter into an Agreement, these General Conditions will no longer apply.

3.5 In the event of conflict between the provisions of the Order and the provisions of these Conditions, the former shall prevail over the latter.

2. PURPOSE AND AREA OF APPLICATION

Art. 4 Non-exclusivity clause

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

Art. 5 Liability of the supplier, assignment of orders, and assignment of receivables

5.1 The Supplier undertakes to compensate, indemnify, and hold the Buyer harmless in respect of third parties in connection to any claim, request, proceeding, damage, sanctions, penalties, cost, or expense as may be suffered, charged, or even simply required from the Buyer for causes arising from the Supplier's intentional fault or gross negligence.

5.2 Except for and without prejudice to any liability cases which may be attributable to the Supplier in respect of the performance of the obligations under the Contractual Relationship in place with the Buyer, including the manufacturer's responsibilities, the Supplier shall also be liable towards the Buyer for the actions of the Supplier's employees and third-party associates which the Supplier shall be selected or whose services shall be used by the Supplier.

5.3 The Supplier may not assign the Order, including in part, without the prior written authorization of the Buyer, failing which the Buyer shall have the right to terminate the Contractual Relationship under Article 14566 of the Civil Code.

5.4 Even where an assignment is authorized by the Buyer, the Supplier shall in any case be solely responsible towards the Buyer.

5.5 The assignment of receivables is likewise excluded unless it has the prior written authorization of the Buyer.

Art. 6 Industrial property

6.1 The Supplier acknowledges that the Buyer is the sole owner of a number of distinctive signs, including, but not limited to, name, trademarks, drawings, logos, prints, The House of Temple designs and designs attributable to The House of Temple (the “Industrial Property”) and undertakes not to register or file applications to register the Industrial Property. Where, for the purpose of the supply of Goods or the performance of the Services, the Buyer should send the Supplier any material marked as Industrial Property (the “Material”), the Supplier shall transfer to the Buyer, on a permanent and exclusive basis, all the rights of use relative to the Goods and/or the result of the Services, including, by way of example and not limitation, reproduction rights, distribution rights, marketing rights, right of communication to the public, transformation rights.

6.2 Without prejudice to that which is necessary to provide the Goods and the Services, it is expressly understood that the Supplier shall not perform any acts of disposition and/or exploitation, in any form or manner, over the Industrial Property or the Material either during the Contractual Relationship or following the termination thereof, irrespective of the cause, reason, or event for which said termination may come about.

6.3 Where, for the provision of the Goods or the Services, the Supplier should not make use of the Material, the Supplier shall ensure and guarantee that the Goods, their intended use, and the result of the Services do not infringe any third-party rights, including intellectual property rights, and to have acquired all the lawful rights to use such property from the relevant owners.

6.4 In the cases listed under point 6.3 above, the Supplier henceforth undertakes the obligation to fully compensate, indemnify, and hold the Buyer harmless from any and whatsoever claim, legal action, demand, request, damage, sanction, penalty, cost, or expense which may be suffered by or charged to [the Buyer], or even simply raised by third parties due to acts in violation of third-party intellectual rights, including, but not limited to, unfair competition, infringement of patents or patent applications, registered designs or trademarks relative to the Goods and/or the Services.

6.5 The Supplier acknowledges that it may not make any use of the Industrial Property, including for marketing purposes, without the prior written consent of the Buyer.

Art. 7 Confidentiality and privacy

7.1 The Supplier acknowledges that on account of the Contractual Relationship with the Client, the Supplier may become aware of elements, news, information, and more generally data, including statistical data requiring the utmost discretion and/or subject to industrial property obligations, and any other news, secret, event, project, or any information in the broadest sense of the term, learned about and/or from the Buyer (hereinafter, the “Information”). For these reasons the Supplier undertakes, on its own behalf and on behalf of its members of staff and associates, to maintain the strictest confidentiality over the Information concerning the Buyer, its members of staff or associates, for the entire duration of the Contractual Relationship and for 3 (three) years following the termination thereof.

7.2 All of the Material and the Information shared by the Buyer with the Supplier shall remain the property of the Buyer, and may be used exclusively by the Supplier for the performance of the Contractual Relationship, with the express prohibition against disclosure without the prior authorization of the Buyer.

7.3 Upon termination of the Contractual Relationship, the Supplier shall immediately return to the Buyer all the Information and the Materials provided to the Supplier, where any. Where it is impossible to return the Information and the Material, they shall be immediately destroyed by the Supplier, providing written evidence thereof to the Buyer.

Art. 8 Personal data protection

8.1 In their respective capacity as independent controllers of personal data - pursuant to General Data Protection Regulation No. 2016/679 adopted by the European Union (hereinafter, “GDPR”), and any other law applicable to privacy (hereinafter, collectively “Privacy Laws”), the Parties mutually undertake to

  • conduct personal data processing operations limited to the purposes and the activities connected to the correct performance of these Conditions and/or the Offer and/or the Order;

  • process personal data - either using automated or paper-based instruments - in compliance with the Privacy Laws. Said operations shall be carried out exclusively by authorized members of staff, appointed through a separate, written instrument, who shall have been imparted with specific instructions regarding personal data protection, with particular attention to confidentiality clauses;

  • never reveal and/or disclose to third parties the personal data processed, other than for the purpose of complying with obligations under any local and/or European laws and/or regulations.

  • inform third parties - such as advisers and/or external bodies - of the personal data processed exclusively for the attainment of purposes connected to the performance of the obligations arising out of these Conditions and/or the Offer and/or the Order. In particular, the Parties shall, where applicable, comply with the obligations set out in Article 28 of the GDPR in case they shall appoint third parties as data processors.

  • adopt appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with GDPR standards (Articles 32-35 of the GDPR).

  • ensure the exercise of the rights of data subjects (Articles 15 et seq. of the GDPR) with respect to all the rights arising out of the processing and information obligations.

8.2 Each Party shall provide to the other Party a copy of their Privacy Notice under Article 13 of the GDPR in compliance with the Privacy Laws. The House of Temple's Privacy Notice is available at this link. The Supplier guarantees that it will inform its employees/associates (and any other person involved in the processing of personal data), in accordance with its own policies and/or in any case in the most appropriate manner, with respect to the content of The House of Temple's Privacy Notice.

8.3. The Parties undertake to regulate their respective dealings in the matter of personal data protection in light of the specific personal data processing operations entailed by the services provided by the Supplier. In this regard, in compliance with the Privacy Laws, the Parties undertake to stipulate specific agreements with respect to personal data protection in the event that i) the personal data are processed by the Supplier on behalf of The House of Temple; ii) the Parties jointly determine the purposes of and the methods for the processing of said data, or iii) the Parties process personal data in the capacity as independent controllers, without prejudice to the provisions of Article 8.1 above. Said agreements shall be deemed integral part of these Conditions and/or the relevant Offer and/or Order as the case may require.

8.4 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.

3. CLAUSES OF SPECIFIC APPLICATION

Art. 9 Supplier’s warranties

9.1 The Supplier warrants that it is a lawfully established company and that it has the permits and authorizations required by applicable law in order to provide Goods and Services.

9.2 The Supplier warrants that the Goods and the Services shall be produced and provided in accordance with industry best practices and according to the highest quality standards, and guarantees the quality of the raw materials used and compliance with all the laws, present and future, including any laws and regulations pertaining to economic, insurance, social-security, tax, and accident prevention matters, as may be applicable.

9.3 The Supplier shall be responsible for ensuring that the Goods and the Services are adequate to the renown and prestige of The House of Temple.

9.4 Any changes in the production of the Goods and/or the provision of the Services may exclusively take place following The House of Temple's written request.

9.5 The Supplier warrants that the Goods and the Services shall be produced and provided in workplaces and with the use of machinery and equipment that comply with health, safety, and hygiene requirements in accordance with applicable law. The Supplier furthermore warrants that the manufacture of the Goods and the performance of the Services shall be without any unlawful exploitation of workers, including child labor, in compliance with all the applicable laws and regulations regarding employment and use of labor and in accordance with the principles of the Code of Ethics as per Article 17.

9.6 The Supplier also declares that production activities shall be organized in a fully autonomous manner and without creating an employer-employee relationship between the Buyer and the Supplier.

9.7 The Supplier warrants that it has experience in the industry and that it has the appropriate technical, financial, and professional knowledge, and the means necessary to effectively and professionally perform the Services requested by the Buyer.

Art. 10 Locations and terms of delivery of the goods and conclusion of the services, penalty clause

10.1 The Goods shall be delivered, and the Services provided, to the Buyer in the location stated in the Order, at the Buyer’s premises or the premises of third parties where expressly indicated by the Buyer.

10.2 The terms and conditions for delivery of the Goods and/or the provision of the Services agreed are deemed of the essence for the Buyer.

10.3 The Supplier shall inform the Buyer without delay of every supervening circumstance or event which may compromise the Supplier’s compliance with the terms and conditions for delivery of the Goods and/or conclusion of the Services. In this case, the Buyer may agree with the Supplier on exceptional derogations to the terms and conditions agreed, without prejudice to the application of penalties as per Article 10.5 below.

10.4 In the event of delays in the Supplier's delivery of the Goods and/or conclusion of the Services due to events of force majeure as per Article 16 below, the relevant deadline shall be automatically extended by the same number of days as those during which work was prevented. However, said extensions can only be invoked if and when such work suspension periods are communicated in writing to the Buyer without delay, including via e-mail. It is understood that, in a collaborative spirit of mutual support, the Buyer may ask the Supplier to be fully available to accelerate completion of the production of the Goods and/or conclusion of the Services as much as possible. Where the event of force majeure should last for a period of more than 20 (twenty) days after the above communication, the Buyer shall have the right to terminate the Contractual Relationship giving at least 5 (five) days’ notice to the Supplier.

10.5 If the Supplier fails to comply with the terms and conditions of delivery of the Goods and/or conclusion of the Services detailed in the Order, and the Buyer fails to communicate its intention to terminate the Order under Article 1456 of the Civil Code, the Supplier shall pay a penalty of:

  • 5% (five percent) of the purchase value of the Goods not delivered or the Services not provided within the established time-frames, without prejudice to compensation for any further damages, for a delay of more than 5 (five) working days;

  • 10% (ten percent) of the purchase value of the Goods not delivered or the Services not provided within the established time-frames, without prejudice to compensation for any further damages, for a delay of more than 10 (ten) working days;

  • 20% (twenty percent) of the purchase value of the Goods not delivered or the Services not provided within the established time-frames, without prejudice to compensation for any further damages, for a delay of more than 15 (fifteen) working days;

  • 50% (fifty percent) of the purchase value of the Goods not delivered or the Services not provided within the established time-frames, without prejudice to the right compensation for any further damages, for a delay of more than 20 (twenty) working days.

Payment of the amounts due under Article 10.4 shall be within 30 (thirty) days from the agreed date of delivery of the Goods and/or conclusion of the Services, without prejudice in any case to the Buyer’s right to off-set any sums due on such account against any sums owed by the latter to the Supplier by way of consideration (including in the form of payments on account.

10.6 If the delivery date exceeds 20 (twenty) working days, the Buyer shall have the right to terminate the Contractual Relationship under the relevant Order, without prejudice to the Buyer’s right to compensation for any additional damages.

Art. 11 Acceptance of goods and complaints

11.1 The Supplier is responsible for ensuring that the Goods delivered (i) conform with the characteristics, laws, and specifications agreed in the Order; (ii) have no flaws and defects, and (iii) are consistent with the renown and prestige of the Buyer's commercial image.

11.2 The Goods purchased are covered by a warranty against defects; therefore, if the Goods have any flaws or discrepancies, the Buyer may choose to either demand termination of the Order or a price reduction. The Supplier shall have the right to ask the Buyer, as an alternative to a termination of the Order or a price reduction, to replace the defective Goods, at the Supplier’s care and expense, including any transport expenses arising therefrom.

11.3 Any discrepancies or non-conformities in the Goods with respect to what is agreed between the Parties, and any flaws, where apparent, must be reported to the Supplier in writing (including via e-mail), within 8 (eight) working days from delivery. As to any non-apparent discrepancies or non-conformities, the reporting deadline is agreed to be 30 (thirty) working days after discovery.

11.4 It is in any case understood that the Buyer shall retain the right to compensation for any further damages arising out of defects in the Goods, pursuant to Article 1494 of the Civil Code.

Art. 12 Prices, invoicing, payments

12.1 Unless otherwise expressly agreed in the Order, prices are fixed and final. The payment methods, terms, and conditions are detailed in the Order. The prices stated in the Order are inclusive of all the costs for the materials as may be borne by the Supplier for the production of the Goods, labor, the personnel needed for the performance of the Services, and any other responsibilities set out in the Order, none excluded or excepted.

12.2 The Supplier may issue an invoice after the Goods and the Services under the Order are subject to verification and accepted by the Buyer.

12.3 Payment of invoices does not imply the waiver, on the part of the Buyer, of any claims with regard to defects and/or non-conformities in the Goods delivered, or of any complaints with regard to the Services provided.

Art. 13 Termination

13.1 In case of non-performance of the obligations undertaken by the Supplier under these Conditions, the Buyer shall have the right, if no action is taken in the 15 (fifteen) days following a formal notice, to terminate the Contractual Relationship via Certified E-Mail or registered mail with return receipt, without prejudice to the Buyer’s right to compensation for any further damages.

13.2 Without prejudice to any other right to terminate the Contractual Relationship under applicable law, the Buyer shall have the right to immediately terminate the Contractual Relationship under Article 1456 of the Civil Code, by providing written notice thereof to the Supplier, where the latter has breached the following Articles: 5.3; 5.3; 6.2; 7.1; 7.2; 7.3; 9.1; 9.4; 10.2; 10.5; 10.6; 14.1; 14.2; 15, and 17. It is expressly understood that the Buyer shall retain the right to compensation for damages.

Art. 14 Insurance

14.1 In any case in which the nature of the Goods and/or Services provided require it, or where the Goods and/or Services may entail a risk for the Buyer, for the latter’s customers or employees or associates in general, or where the Buyer should specifically request it, the Supplier shall enter into an insurance policy with a leading insurance company to obtain coverage against the above risks; said insurance policy must be active as of the first day of the Contractual Relationship and shall be valid for the entire duration of the same.

14.2 If requested by the Buyer, the Supplier shall provide to the Buyer a copy of the above insurance policy/ies.

14.3 The stipulation of insurance agreements shall not eliminate or reduce the Supplier’s direct liability under these Conditions.

14.4 The Supplier undertakes to do all within its powers to obtain any reimbursements from insurance companies, and, where responsibility with third parties, to obtain any indemnification and compensation to which it may be entitled.

Art. 15 Environmental laws

15.1 The Supplier, on its own behalf and on behalf of its third-party manufacturers, where any, guarantees to the Buyer and the Buyer’s related companies compliance with the environmental laws and regulations applicable to the sector in which it operates. In particular, the Supplier undertakes to abide by the environmental laws applicable to waste management.

Art. 16 Force majeure

16.1 Force majeure shall only include events which are unforeseen and unforeseeable and beyond the control of the Parties and which prevent the performance of the Order, such as national strikes, earthquakes, events of war, epidemics, and pandemics.

16.2 None of the Parties shall be deemed in breach for failing to perform or delaying performance of their obligations due to events of force majeure promptly communicated to the other Party.

16.3 Where the event of force majeure should last for a period of more than 20 (twenty) days after the above communication, each Party shall have the right to terminate the Contractual Relationship giving at least 5 (five) days’ notice to the other Party.

Art. 17 Code of ethics and model under legislative decree 231/2001

The Supplier acknowledges and recognizes that The House of Temple adopted its own “Model” as per Legislative Decree 231/2001, available at The House of Temple Model, and that The House of Temple is part of the Capri Holdings Group, and has therefore adopted the Capri Holdings’ Code of Conduct for Business Partners, available at Capri Holdings Code of Conduct (the “Code of Ethics”).

The Supplier undertakes, in mutual dealings with The House of Temple, to adopt a conduct that is consistent, in particular, with the principles established in Legislative Decree No. 231 of 8 June 2001 and in the aforementioned Code of Ethics. The Supplier declares, furthermore, that it is not in any of the situations provided for under Article 9 of Legislative Decree No. 231 of 08 June 2001 the Decree, and that there are no pending legal actions against the Supplier with regard to said Decree.

Non-compliance with the principles contained in the above articles and paragraphs of the Code of Ethics, and failure to communicate and/or late communication to The House of Temple that the conditions established in Article 9 of Legislative Decree No. 231 of 8 June 2001 have occurred, shall constitute breach of the obligations of this Conditions, and shall give the right to The House of Temple to consider the adoption of suitable protection measures, including termination of the Contractual Relationship pursuant to and by effect of Article 1456 of the Civil Code, without prejudice to The House of Temple's right to compensation for any further damages suffered.

The Supplier undertakes to ensure that the persons who work on its behalf or in any way collaborate within the scope of the performance of the Contractual Relationship act in accordance with the principles of the Code of Ethics, and particularly with the content of the above-mentioned articles of the Code of Ethics.

Art. 18 Jurisdiction

Any dispute arising between the Buyer and the Supplier in connection to these General Conditions of Purchase shall be under the exclusive jurisdiction of the Court of Milan.

Art. 19 Safeguard clause - miscellanea

19.1 In the event of disputes arising between the Parties for any reason, the Supplier may not under any circumstance suspend performance until otherwise instructed by the Buyer.

19.2 The general conditions of sale of the Supplier, where any, shall not apply to the Contractual Relationship.

19.3 These general conditions of purchase are drawn up in Italian and other languages. Should any doubts arise concerning interpretation, the Italian version shall prevail.

19.4 The Buyer reserves the right to modify, supplement, or change these general conditions of purchase without notice.