General Conditions of Purchase

These General Conditions of Purchase ("Conditions") are intended to govern the relationship between the Parties with respect to the procurement of goods and services by Sahar Al Aufi (hereinafter referred to as the "Buyer"), unless the Parties enter into a specific agreement ("Agreement"). The Supplier’s performance of any obligations outlined in the purchase order ("Order") shall constitute full acceptance of these Conditions by the Supplier.

Art. 1 Definitions

• For the purposes of these Conditions, the terms listed below shall have the following meanings:
• Buyer: Sahar Al Aufi.
• Goods: Any goods purchased by the Buyer, including but not limited to raw materials, semi-finished goods, finished products, and tools or moulds.
• Conditions: These General Conditions of Purchase.
• Agreement: Refers to any formal contract specifically negotiated and agreed upon by the Parties to govern their relationship.
• Supplier: Refers to the counterpart of the Buyer in each individual transaction.
• Offer: Refers to the proposal submitted by the Supplier to the Buyer for the supply of Goods and/or Services.
• Order: Refers to the purchase order issued by the Buyer, representing acceptance of the Supplier’s Offer and a binding commitment to purchase Goods and/or Services.
• Contractual Relationship: Refers to the obligations arising between the Buyer and Supplier upon issuance of the Order by the Buyer.
• Request for Offer: Refers to the Buyer’s formal or informal request for a proposal to fulfill a specific need for Goods and/or Services.
• Services: Refers to the services provided by the Supplier to the Buyer.
• Parties: Refers collectively to the Buyer and the Supplier.
• Article 2: Amendments and Derogations
• Any amendment to or deviation from these Conditions shall only be valid if agreed upon in writing by the Parties.
• References to laws, regulations, or authoritative decisions in these Conditions shall pertain to those in force at the time of application. The Parties agree to comply with any amendments, updates, or changes to such laws and regulations as they arise.
• Any breaches or deviations from these Conditions, even if tolerated or unopposed by the Buyer, shall not constitute a waiver of these Conditions nor set a precedent. They shall not be interpreted as implicit acceptance by the Buyer.
• Each Contractual Relationship is governed by these Conditions, alongside the applicable laws and regulations of the Sultanate of Oman. The Supplier shall remain fully responsible for compliance with all applicable laws, diligence, and professionalism as required under the Civil and Commercial Codes or other prevailing legislation.
• Article 3: Contractual Documents
• The purchase of Goods or Services by the Buyer shall be formalized through the following documents:
• Request for Offer
• Offer
• Order
• These Conditions form an integral and substantive part of all documents governing the Contractual Relationship between the Buyer and the Supplier. Acceptance of any document listed in
• constitutes unconditional acceptance of these Conditions.
• These Conditions do not obligate the Buyer to finalize any ongoing negotiations or guarantee future purchases of Goods and/or Services.
• If the Buyer and Supplier enter into a formal Agreement for the purchase of Goods or Services, the provisions of that Agreement shall prevail, and these Conditions shall no longer apply.
• In the event of a conflict between the provisions of an Order and these Conditions, the provisions of the Order shall take precedence.

• Non-Exclusivity Clause

Unless expressly agreed in writing between the Parties, the Supplier shall not provide Goods or Services to the Buyer on an exclusive basis.

• Supplier Liability, Assignment of Orders, and Receivables
• The Supplier shall indemnify and hold the Buyer harmless from any claims, damages, costs, or penalties arising from the Supplier’s gross negligence or willful misconduct, including claims by third parties.
• The Supplier is responsible for fulfilling its contractual obligations and remains liable for the actions of its employees, subcontractors, or third-party associates engaged to perform under the Contractual Relationship.
• Orders may not be assigned, in whole or in part, without the prior written consent of the Buyer. Unauthorized assignments shall entitle the Buyer to terminate the Contractual Relationship as per applicable laws.
• Even if an assignment is authorized, the Supplier remains fully accountable to the Buyer.
• The assignment of receivables by the Supplier is prohibited without prior written approval from the Buyer.
• Intellectual Property
• The Supplier acknowledges that the Buyer exclusively owns all intellectual property, including trademarks, designs, logos, and related materials (“Industrial Property”). The Supplier agrees not to register or exploit such Industrial Property.
• The Supplier shall use Industrial Property and associated materials (“Material”) exclusively for fulfilling obligations under the Contractual Relationship and may not use them for any other purpose during or after the term of the Contractual Relationship.
• The Supplier warrants that Goods or Services provided do not infringe third-party intellectual property rights. The Supplier shall obtain all necessary usage rights for any third-party intellectual property utilized in the provision of Goods or Services.
• The Supplier agrees to indemnify and hold the Buyer harmless against any claims, damages, or penalties related to third-party intellectual property infringements.
• The Supplier must not use the Buyer’s Industrial Property for any purpose, including marketing, without prior written consent.
• Confidentiality
• The Supplier agrees to maintain strict confidentiality over all information disclosed by the Buyer, including proprietary data, trade secrets, and other sensitive information, during and for three years following the termination of the Contractual Relationship.
• All Information and Materials provided by the Buyer remain the Buyer’s property and may only be used for contractual purposes. Disclosure to third parties is prohibited without the Buyer’s prior written approval.
• Upon termination of the Contractual Relationship, the Supplier must return or destroy all Information and Materials, providing written evidence of such destruction where applicable.
• Personal Data Protection
• The Parties, as independent data controllers under GDPR (Regulation No. 2016/679) and applicable privacy laws, agree to:
• Process personal data solely for purposes connected to fulfilling their obligations under the Contractual Relationship.
• Ensure data processing complies with privacy laws and is performed only by authorized personnel.
• Not disclose personal data to third parties, except as required by law or regulation.
• Inform any third parties involved of their obligations under GDPR.
• Implement technical and organizational measures to ensure data security and uphold the rights of data subjects.
• Each Party shall provide its respective Privacy Notice as per Article 13 of GDPR. The Supplier commits to informing its employees and associates about Versace’s Privacy Notice.
• The Parties agree to formalize specific agreements regarding personal data processing when:
• The Supplier processes data on the Buyer’s behalf.
• The Parties jointly determine data processing methods and purposes.
• The Parties independently process personal data.
• In case of discrepancies, the provisions of this Article shall prevail over those of the Offer or Order.

• Supplier’s Warranties
• The Supplier guarantees it is a legally established entity with all necessary permits and authorizations required by applicable law to supply Goods and Services.
• The Supplier warrants that Goods and Services will be produced in compliance with industry best practices, the highest quality standards, and all applicable laws, including those relating to economic, insurance, tax, and accident prevention.
• The Supplier ensures that Goods and Services will reflect the prestige and reputation of the Buyer.
• Changes to the production of Goods or provision of Services may only occur upon written request by the Buyer.
• The Supplier guarantees that production and delivery will comply with workplace health, safety, and hygiene regulations, and that no unlawful labor practices, including child labor, will be involved. The Supplier commits to adhering to the ethical principles outlined in Article 17.
• The Supplier affirms that all production activities will be carried out independently, without creating an employer-employee relationship with the Buyer.
• The Supplier declares it possesses the technical, financial, and professional capabilities required to perform its obligations effectively and professionally.
• Delivery and Penalties
• Goods must be delivered and Services provided at the location specified in the Order, either at the Buyer’s premises or designated third-party locations.
• Delivery deadlines are critical and binding for the Buyer.
• The Supplier must promptly inform the Buyer of any circumstances that could delay delivery. Exceptional delays may be accepted at the Buyer's discretion but may incur penalties under Article 10.5.
• Force majeure events extending delivery deadlines must be promptly communicated. If such events persist beyond 20 days, the Buyer may terminate the Contractual Relationship with five days' notice.
• Delays in delivery or Service provision will result in the following penalties:
• 5% of the order value for delays over 5 days.
• 10% of the order value for delays over 10 days.
• 20% of the order value for delays over 15 days.
• 50% of the order value for delays exceeding 20 days.

The Supplier must settle penalties within 30 days of the agreed delivery date, with the Buyer retaining the right to offset penalties against any payment due to the Supplier.

• Delays exceeding 20 days entitle the Buyer to terminate the Contractual Relationship and claim additional damages.
• Goods Acceptance and Complaints
• The Supplier guarantees Goods will comply with agreed specifications, be free of defects, and align with the Buyer’s brand image.
• Defective Goods entitle the Buyer to terminate the Order or request a price reduction. Alternatively, the Supplier may replace defective Goods at its own expense.
• Apparent defects must be reported within 8 days of delivery, while non-apparent defects must be reported within 30 days of discovery.
• The Buyer retains the right to seek additional damages for defective Goods.
• Pricing, Invoicing, and Payments
• Unless otherwise agreed, prices are fixed and inclusive of all costs. Payment terms are specified in the Order.
• Invoices may only be issued after the Buyer verifies and accepts the Goods and Services.
• Payment does not waive the Buyer’s right to claims regarding defects or non-conformities.
• Termination
• Non-performance by the Supplier grants the Buyer the right to terminate the Contractual Relationship after 15 days' notice, without prejudice to further damages.
• The Buyer may terminate immediately for breaches of specific clauses (e.g., Articles 5.3, 6.2, 7.1, 9.4, 10.2, and 17), retaining the right to claim damages.
• Insurance
• The Supplier must obtain insurance covering risks related to Goods and Services, effective from the Contractual Relationship's commencement.
• The Buyer may request copies of insurance policies.
• Insurance coverage does not absolve the Supplier of liability under these Conditions.
• Environmental Compliance

The Supplier ensures compliance with applicable environmental laws, particularly regarding waste management.

• Force Majeure
• Force majeure includes unforeseeable events beyond the Parties’ control, such as natural disasters, war, or pandemics.
• Neither Party is liable for delays due to force majeure but must promptly notify the other Party.
• Events lasting over 20 days entitle either Party to terminate the Contractual Relationship with five days’ notice.
• Ethical Standards
• The Supplier acknowledges the Buyer’s adoption of a compliance Model under Legislative Decree 231/2001 and the Capri Holdings Code of Conduct. These documents guide the Supplier’s obligations.
• Breaches of ethical standards entitle the Buyer to terminate the Contractual Relationship under Article 1456 of the Civil Code, with the right to claim damages.
• Jurisdiction

Disputes will be subject to the exclusive jurisdiction of the Court of Milan.

• Miscellaneous
• The Supplier may not suspend performance in the event of disputes.
• The Supplier’s general terms, if any, do not apply.
• In case of discrepancies between translations, the Italian version prevails.
• The Buyer reserves the right to amend these Conditions without prior notice.