GENERAL CONDITIONS OF SALE
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Art. 1. - Scope of application
1.1 All current and future orders for fabrics, yarns, furniture, furniture items and private label finished goods by the buyer to Loro Piana S.p.A. –Textile Division– (“Loro Piana”), company subject to direction and coordination of LVMH Moët Hennessy Louis Vuitton SE (France), registered office in Quarona (VC) Corso Rolandi 10, 13017,VAT ID: 01611400027, made through the Loro Piana B2B website (“Site”), shall be governed by these general terms and conditions of sale (“Terms of Sale”).
1.2 The buyer shall read these Terms of Sale before placing an order via the Site. Each derogation shall be valid only if previously agreed in a written form between Loro Piana and the buyer.
1.3 These Terms of Sale, together with the e-mail in which Loro Piana confirms that the goods are ready for shipment (“Order Confirmation”), constitute the agreement in place between the buyer and Loro Piana that governs the supply of goods.
1.4 These Terms of Sale herein shall prevail over any inconsistent terms or conditions contained in, or referred to in, the buyer's purchase order, waybill, or implied by law, trade custom, practice or course of dealing. In case of inconsistency between these Terms of Sale and the Order Confirmation, the Order Confirmation shall prevail over these Terms of Sale.
1.5 These Terms of Sale are intended to supplement the following website documentation: (i) the “Terms of Use” (available at the following link: https://www.loropiana.com/textile/terms-and-conditions ), which governs the use of the website, and (ii) the “Privacy Notice” (available at the following link: https://www.loropiana.com/textile/Cookie&Privacy ), which describes how Loro Piana use and process the data and information obtained in connection with the use of the Site and purchase of goods through the Site.
1.6 These Terms of Sale shall remain in force as long as they have possibly been replaced or amended by new general conditions stated by Loro Piana in a written form.
1.7 If the buyer does not agree to these Terms of Sale, or subsequent changes, the buyer must not place any order through the Site.
Art. 2. - Execution of the Agreement
2.1 Sending an order to Loro Piana shall be construed as acceptance of these Terms of Sale.
2.2 The order shall be interpreted as a binding offer for an agreement, which will be performed only through written confirmation by Loro Piana.
2.3 Once logged into the personal area, the buyer can select the desired goods on the Site and add them to the shopping cart. After confirming the shopping cart, during the order check-out phase, it will be necessary to provide the following information: delivery address, shipping method (definition of the carrier and incoterms/ terms of delivery) and the available payment method. Once the selected goods have been reviewed and these Terms of Sale have been accepted, it will be possible to click on the “Proceed to payment” button to finalise the payment of the order in accordance with the procedures set out in Article 14.
2.4 In case Loro Piana is not able to accept (totally or partially) the order of the buyer, its customer service will promptly contact the buyer in order to agree in good faith on an amicable solution.
2.5 Any fulfilment of the order, even if the buyer has already provided Loro Piana with its payment methods details in the on-line page of the payment service provider, is subject to availability of goods and acceptance by Loro Piana, and Loro Piana may, at any time and in its sole discretion, refuse
- The buyer provided Loro Piana with incorrect information, including without limitation, incorrect billing information; fraudulent information; insufficient or incorrect shipping address (Loro Piana does not ship goods to P.O. boxes);
- The goods ordered are no longer available.
2.6 When the order through the Site is concluded, Loro Piana will send to the buyer an email to confirm the receipt of the order.
2.7 The e-mail confirming receipt of the order by Loro Piana does not constitute the acceptance of the order, which will take place only when the buyer will receive the Order Confirmation.
2.8 In the event of failure of written confirmation by Loro Piana within fifteen (15) days of the order date, the order shall be intended as rejected.
2.9 Orders possibly performed by Loro Piana including by way of derogation to the above shall be deemed as accepted, without need of notice, if and to the extent they are received and not rejected by the buyer upon delivery.
2.10 The buyer acknowledges and agrees that Loro Piana reserves the right to accept the order through the Site in whole or in part (“Partial Acceptance”); therefore, in the event of Partial Acceptance, the buyer will be charged the corresponding amount and goods will be shipped for the part of the order that was accepted.
2.11 The buyer acknowledges that:
- costs relating to custom duties may be charged, if due in the country of destination of the purchased goods;
- extra charges imposed by payment card issuer or bank might be applied, for which Loro Piana denies any responsibility.
Art. 3. - Change in solvency conditions of the buyer
3.1 Should the economic or financial conditions of a buyer change, or in case of non-payment of previous invoices, in such a way that would jeopardize its solvency capabilities, Loro Piana reserves the right to cancel the Order Confirmation or to suspend the performance thereof, pursuant to Article 1461 of the Italian Civil Code, unless suitable warranties are provided.
Art. 4. – Availability of Goods
4.1 Loro Piana will process orders received and confirmed subject to the availability of goods in its warehouse.
4.2 Loro Piana will make all reasonable efforts to ensure that the prices and other information about goods displayed on the Site are accurate and up-to-date.
4.3 The images of the goods on the Site are for illustrative purposes only. Although Loro Piana have made every effort to display the colours accurately, Loro Piana can’t guarantee that the computer's display used to navigate the Site accurately reflects the colour of the goods and the goods the buyer receives correspond to those images.
4.4 The Site may sometimes have inaccuracies, so it is understood that the confirmation of the goods will only occur with the receipt of the Order Confirmation.
4.5 Loro Piana reserves the right, at any time and without previous notice, to make changes to the information about goods displayed on the Site, including without limitation information about prices, description or availability of goods.
4.6 Changes will not, however, affect the price, availability or description of any goods for which the buyer received the Order Confirmation.
Art. 5. - Supply to Government Institutions
5.1 Supply of goods by Loro Piana is subject to constraints consequent to supply requests arising from a general or coercive measures by Government or Semi-Government Institutions with measures of a general or compulsory nature. In such instances, the total or partial quantity yet to be manufactured at the deadline for delivery shall be definitively cancelled.
Art. 6. - Terms of delivery
6.1 Delivery deadlines shall be deemed as fulfilled when the goods are handed to the carrier or to the freight company.
6.2 Loro Piana will not deliver any goods unless or until payment has been authorized and / or credited on Loro Piana’s bank account.
6.3 The buyer can track the progress of the order by entering the tracking number, available in the “Your Account” section of the Site, on the courier’s website.
6.4 The deadlines for delivery that may be specified in the Order Confirmation or subsequently amended shall be deemed as fulfilled with a grace period of thirty (30) days. In the event of any potential and further delays, Loro Piana and the buyer shall liaise in order to resolve the issue amicably and in good faith.
6.5 In the case of purchase of goods subject to C.I.T.E.S. Convention, delivery of the goods may be delayed by three weeks from Order Confirmation for retrieval of necessary documentation.
6.6 Unless otherwise agreed in writing, goods are sold ex works (Incoterms® 2020) from the Italian warehouse of Loro Piana. Goods travel at the risk and danger of the buyer, even when the carrier has been selected by Loro Piana. The buyer shall provide at its own cost any possible insurance to cover transportation-related risks.
6.7 The buyer acknowledges that Loro Piana may, at any time and at its sole discretion, restrict shipping to certain buyers and countries. More specifically, deliveries can’t be made to sanctioned countries as per applicable laws.
Art.7. – Force majeure
7.1 Without prejudice to the Article 6, Loro Piana shall not be liable for any delay in delivery, or failure to deliver the goods, due to any cause beyond Loro Piana’s control, including but not limited to present or future statute , law, ordinance, regulation, order, judgment or decree, shortages, act of God, earthquake, epidemic, explosion, flood, lockout, boycott, strike, riot, terrorism, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), or act of a public enemy, delay in transportation or lack of transportation facilities.
Art. 8. - Retention of title
8.1 Without prejudice to the provisions of Article 8 bis (applicable to German buyers only) hereby, property of goods is intended to be transferred by Loro Piana to the buyer upon full payment of the price of such goods pertaining to each order, including those orders already performed by Loro Piana. Prices include interests accrued as well as any other additional outstanding amount.
Art. 8 bis - Retention of title (applicable to German buyers only)
8. 1 bis Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, einschließlich Nebenforderungen, die Loro Piana aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer zustehen. Das Eigentum von Loro Piana erstreckt sich auf die durch Verarbeitung der Vorbehaltsware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für Loro Piana her und verwahrt sie für Loro Piana. Hieraus erwachsen ihm keine Ansprüche gegen Loro Piana.
8. 2 bis Bei einer Verarbeitung der Vorbehaltsware von Loro Piana mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwirbt Loro Piana zusammen mit diesen Lieferanten – unter Ausschluss eines Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache, wobei das Miteigentumsanteil von Loro Piana dem Verhältnis des Rechnungswertes der Vorbehaltsware von
Loro Piana zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren.
8. 3 bis Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus gegenwärtigen und künftigen Warenlieferungen von Loro Piana mit sämtlichen Nebenrechten im Umfang des Eigentumsanteils von Loro Piana zur Sicherung an Loro Piana ab.
8. 4 bis Bei Verarbeitung im Rahmen eines Werksvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages der Rechnung von Loro Piana für die mitverarbeitete Vorbehaltsware schon jetzt an Loro Piana abgetreten.
8. 5 bis Solange der Abnehmer seinen Verpflichtungen aus der Geschäftsverbindung an Loro Piana ordnungsgemäß nachkommt, darf er über die ins Eigentum von Loro Piana stehende Ware im ordentlichen Geschäftsgang verfügen und die an Loro Piana abgetretenen Forderungen selbst einziehen.
8. 6 bis Bei Zahlungsverzug oder begründeten Zweifeln an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers ist Loro Piana berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen.
8. 7 bis Scheck-/Wechselzahlungen gelten erst nach Einlösung der Wechsel durch den Abnehmer als Erfüllung.
8. 8 bis Hinsichtlich der Vereinbarung von Eigentumsvorbehaltsrechten gilt ausschließlich deutsches Recht.
8. 9 bis Sollte der Käufer die Forderung im Rahmen einer Pro-Soluto-Factoring-Vereinbarung verkauft haben, wird die Forderung von Loro Piana sofort fällig, und der Käufer tritt die neue Forderung gegen den Factor an Loro Piana ab und leitet den Erlös aus dem Verkauf der Forderung unverzüglich an Loro Piana weiter. Loro Piana nimmt diese Abtretung an.
8. 10 bis Wenn der Wert der für Loro Piana bestehenden Sicherheit den Wert aller Forderungen um mehr als 20 % übersteigt, ist Loro Piana auf Verlangen des Käufers oder eines Dritten, der durch die übermäßige Sicherheit von Loro Piana Schaden erlitten hat, nach ihrer Wahl im Rahmen der Freigabe der Sicherheiten verpflichtet.
Art. 9. - Tolerances
9.1 Small flaws and non-conformities in goods may be related to the intrinsic features of the components used to manufacture the goods and may not be a cause of claim.
9.2 The total amount of goods dispatched may be up to 5% lower or higher in quantity, weight and thickness than the confirmed amount.
9.3 [The following paragraph is applicable to yarns only]
The total amount of goods dispatched – to be intended as the “scale weight” of goods – may be up to 5% lower or higher than the confirmed amount. Without prejudice to this provision, goods shall be invoiced at their “conditioned weight”, which may vary according to the item and its composition.
Art. 10. - Multiple deliveries
10.1 Without prejudice to the provisions of Article 8 bis (being such clause applicable for German buyers only), in the event an order is performed through multiple deliveries, each delivery shall be construed as stand-alone in relation to the issue and payment of invoices. The payment may not be postponed by the buyer pending subsequent and future deliveries.
Art. 11. - Prices
11.1 Prices are intended net of VAT (where applicable).
Art. 12. - Retail prices
12.1 Buyer is free to set its own retail prices of the goods.
12.2 Loro Piana may provide the buyer with a suggested retail price list. It is hereby understood that the buyer is free to diverge from the suggested retail price list whilst safeguarding Loro Piana’s brand image and/or rights.
Art. 13. - Inspection of goods, claims and returns
13.1 The buyer shall inspect the goods as soon as they are delivered, even when said goods are delivered to a third party chosen by the buyer.
13.2 No claims shall be accepted after the goods have been cut or processed.
13.3 Without prejudice to the provisions of Article 9 herein, any claim regarding flaws and/or non-conformities of the goods to samples and/or orders and/or Order Confirmations must be submitted by the buyer within fifteen (15) days of receipt of the goods. Hidden defects must be reported, again under penalty of forfeiture, within fifteen (15) days of discovery.
13.4 Loro Piana's liability, in the event of a dispute, is in any case limited to the price of the goods invoiced.
13.5 No returns shall be accepted for goods that the buyer has ordered erroneously.
13.6 Loro Piana shall reject returns of goods that have not been previously authorized in written form.
13.7 Unless in the event of flaws and/or non-conformities of the goods, in which case Loro Piana and the buyer shall agree on the terms of return, returned goods shall be dispatched carriage and insurance paid – and DDP Incoterms® 2020 if necessary – to the registered office of Loro Piana in Italy, or to a different Italian address if so notified in written form by Loro Piana.
13.8 In any event, the buyer shall request in written form to Loro Piana the confirmation of the address prior to dispatching the returned goods.
Art. 14. - Payments
14.1 Payment can be performed in advance and by Visa or MasterCard credit card.
14.2 Without prejudice to the provisions of the previous paragraph, if previously agreed between the buyer and Loro Piana, the buyer will have other payment methods available, including, but not limited to, bank transfer or direct remittance. The terms of payment must also be agreed between Loro Piana and the buyer.
14.3 Loro Piana reserves the right to reject payments that have been performed by means and terms other than those agreed and possibly specified in the Order Confirmation or invoice.
14.4 In the event of payment by a third party other than the buyer, the buyer undertakes to submit these Terms of Sale to the third paying party, which by concluding the payment unconditionally accepts these Terms of Sale. Therefore, in these cases, the buyer shall be responsible for the risks related to the use of the third-party payment method, accepting that in the event of return, the refund will be credited via the payment method.
14.5 Loro Piana will not supply the goods to the buyer until the payment has been authorised and / or credited to Loro Piana’s bank account. If Loro Piana does not receive such authorisation, Loro Piana will notify the buyer. Loro Piana reserves the right to verify the identity of the holder of the payment card or bank account by requesting appropriate documentation.
14.6 Payments may not be suspended, nor can they be reduced or set off in any way by the buyer unless otherwise agreed in writing by Loro Piana. Payments shall be attributed pursuant to the provisions of Art. 1193 and 1194 of the Italian Civil Code.
14.7 If the buyer wishes to dispute the validity or amount of a charge that appears on its payment card statement or on its bank account, the buyer shall contact Loro Piana via the communication channels listed in Article 27.
Art. 15. - Delay in payments
15.1 In the event of delay in invoice payments exceeding fifteen (15) days, Loro Piana reserves the right to terminate the agreement and cancel all pending orders, including confirmed orders, by notifying it in writing to the buyer.
Art. 16. - Late payment interests
16.1 Without prejudice to the provisions of Article 15 and to indemnification rights for any additional damage, in the event of late payments of invoices, the buyer shall correspond arrears from the day of expiry up to the actual day of payment pursuant to Art. 5.1 and Art. 5.2, Legislative Decree 231 dated 9.10.2002, as amended pursuant to Legislative Decree no. 192 dated 9.11.2012 as applicable.
Art. 17. – Default
17.1 In the event the buyer is in default of any obligation of these Terms of Sale, Loro Piana shall be entitled to grant the buyer in writing with a cure period not exceeding fifteen (15) days; should such period elapse without the buyer curing its breach, this agreement shall be deemed as terminated.
17.2 Loro Piana shall be entitled to withhold all advance payments and other amounts paid by the buyer as liquidated damages pursuant to Art. 1382 and ff. of the Italian Civil Code, without prejudice to its right to indemnification of further damages.
Art. 18. – Personal Information
18.1 When the buyer places an order through the Site the buyer will be providing Loro Piana with its personal information. Loro Piana will use the buyer’s personal information to process the order, deliver the goods ordered, and for other limited purposes. Loro Piana collection and use of the buyer’s personal information will be carried out subject to the terms of the privacy notice available on https://www.loropiana.com/textile/Cookie&Privacy .
18.2 By providing Loro Piana with personal information, the buyer accepts to Loro Piana’s use of such personal information for purposes described in the privacy notice.
18.3 In the event that personal data of third parties other than the buyer are provided, the buyer guarantees Loro Piana that the buyer has permission to provide such data. The buyer will be held responsible for providing the personal data of third parties in compliance with the applicable personal data protection legislation. The buyer is required to consult Loro Piana's privacy notice before providing personal data of third parties (available on the website https://www.loropiana.com/textile/Cookie&Privacy).
Art. 19. – Intellectual property rights
19.1 Any and all intellectual or industrial property rights, including, but not limited to, registered trademarks (and related applications) and de facto trademarks, other distinctive signs, domain names, patents for invention or utility model (and related applications), registered designs (and related applications) and unregistered designs, know-how, company’s confidential information, copyrights and/or related rights, software, as well as any other intellectual property and/or exploitation rights provided by law, business name, sign (the “IPRs”) of Loro Piana are and shall remain the exclusive property of Loro Piana.
19.2 The buyer declares that it has no legal right or interest whatsoever in relation to the IPRs of Loro Piana and that no provision of these Terms of Sale confers any right, title or interest whatsoever in relation to such IPRs, unless, and to the extent that, a right, title, or interest in such IPR is expressly granted by these Terms of Sale.
19.3 The buyer agrees not to, directly and/or indirectly:
i. register, perform or i. conceive, make, use or register any intellectual property rights that are similar to any of the IPRs of Loro Piana;
iii. sell or otherwise distribute counterfeit goods of Loro Piana;
iv. do or omit to do anything in the use of the Loro Piana’s IPRs that would impair their validity or groundedness.
19.4 The buyer agrees to immediately cease all use of the IPRs of Loro Piana potentially granted by these Terms of Sale upon termination of this agreement, for any reason whatsoever.
19.5 If and whenever it becomes aware, the buyer shall immediately notify Loro Piana of any improper or unauthorized use of any IPRs.
19.6 The buyer is strictly prohibited from mentioning Loro Piana among its business partners and shall not use, for any reason, Loro Piana's name without its prior written consent, provided from time to time. The buyer is, likewise, prohibited from using the name of Loro Piana and/or other IPRs without its prior written consent, provided from time to time.
19.7 In case of breach of the obligations provided in this Article, Loro Piana shall have the right to early terminate the agreement, pursuant to and in accordance with Art. 1456 of the Italian Civil Code. Notwithstanding the foregoing, the exercise of this right is without prejudice to any claim for compensation for damages as well as any other remedies provided by Italian law for the protection of Loro Piana.
Art. 20. - Loro Piana name and Loro Piana brands
20.1 The buyer acknowledges and recognizes that the Loro Piana name is associated with excellence. The buyer therefore undertakes to cooperate to safeguard the image and renown of the Loro Piana name and its brands. The buyer may not use or reproduce the name Loro Piana nor its brands for commercial or marketing purposes or any other purpose in general, unless otherwise agreed in writing with Loro Piana. Specifically, it is expressly forbidden to use of any Loro Piana name, trademarks and/or logos in settings and displays carried out in windows display and/or internal spaces. Any mention of Loro Piana or its goods in any communication shall remain exclusively reserved to Loro Piana, unless otherwise agreed in writing on a case-by-case basis. The buyer shall therefore abstain from creating communication and/or materials and/or arrangements of any nature and with any means that would bear the name Loro Piana or its brands. Loro Piana labels that may be provided on a case-by-case basis with Loro Piana goods shall be used solely and exclusively with said goods. The buyer shall therefore abstain from using the Loro Piana labels in productions that differ from previous agreements and specifically during “special” commercial transactions that may involve goods in themselves or products that are used for their manufacturing, including for example destocking, high discount sales, promotional sales etc. Materials and/or arrangements of any type and with any means (for example, bunch/bundles of fabric, folders etc.) in which the name and brands of Loro Piana are used, when supplied on a case-by-case basis with Loro Piana goods, shall be used only and solely with said goods and only in relation with retail sale activities by the buyer, with the exclusion of destocking, high discount sales, promotional sales etc., and they may not be sold in any event nor transferred to third parties and/or assignees, not even when they are sold with the goods. Loro Piana shall have the right, upon reasonable prior notice, to inspect and audit at the buyer’s premises in order to verify the compliance with the above-mentioned obligations
20.2 The use of images of Loro Piana for communication purposes is subject to written approval by Loro Piana. In the event of approval, Loro Piana will provide the images accompanied by a document containing the instructions to be followed for their use and publication. The purchaser is bound to comply with the indications contained in this document.
20.3 Obligations deriving from this article are undertaken by the buyer also vis-à-vis his assignees (e.g. clients/resellers) pursuant to Art. 1381 of the Italian Civil Code.
20.4 The buyer shall be liable for all violations of provisions envisaged in the article herein which may cause damage to the image or rights of Loro Piana. Furthermore, the buyer is required to comply with the “Guidelines for the Use of Loro Piana’s Intellectual Property Rights” attached to this document and which form an integral part of these Terms of Sale (Annex 1).
Art. 21. – Confidential and proprietary information
21.1 Any information disclosed by Loro Piana to the buyer, directly or indirectly, verbally or in writing or through the inspection of tangible elements (including, without limitation, account books, software, previews, samples or confidential exhibits of any collection, documents, prototypes, samples, information concerning factories, machinery or production technology) qualified as ‘confidential’, ‘reserved’, etc., shall be considered ‘confidential and reserved information’; provided, however, that the term ‘confidential and reserved information’ does not include shall be deemed to be ‘confidential and proprietary information’; provided, however, that the term ‘confidential and proprietary information’ shall not include: (i) information which, at the time it is disclosed, is generally known to the public; or (ii) information disclosed to buyer by a third party, provided that the third party has the right to disclose such information. Buyer shall not copy, use or disseminate, and shall take all reasonable precautions to prevent the copying, use or dissemination of, any Confidential and Proprietary Information to any person (excluding any of buyer's subsidiaries, employees, contractors or representatives who are required to receive such information for the performance of their obligations).
21.2 Buyer shall be liable for any damage resulting from such unauthorised copying, use or disclosure of the confidential and proprietary information by buyer, its subsidiaries, employees, collaborators or representatives.
Art. 22. - Non-exclusivity
22.1 Purchases do not imply the right of exclusivity, unless otherwise explicitly agreed in writing by Loro Piana.
22.2 Supply of goods by Loro Piana in a certain season does not imply any further obligation regarding supply in subsequent seasons, nor any right of notification to the buyer should Loro Piana opt to discontinue further supplies of goods.
Art. 23. - Applicable law
23.1 These Terms of Sale, every order, Order Confirmation or agreement regulated by them are governed by Italian Law, with the exclusion of rules on conflicts of laws and international conventions, treaties or acts that may be applicable, and specifically the Convention of Vienna governing the international sale of goods, without prejudice to Article 8 bis herein (applicable to German buyers only).
Art. 24. - Disputes
24.1 All disputes concerning the validity, interpretation, execution of these Terms of Sale, as well as orders, Order Confirmation or agreements that are governed by the Terms of Sale herein, if involving parties within the European Economic Area, shall be deferred to the exclusive jurisdiction of the Court of Vercelli.
24.2 If said controversy should arise with a party with domicile or registered office outside the European Economic Area, it shall be settled exclusively by arbitration pursuant to the Arbitration Regulations of the National and International Arbitration Court of Milan, by a panel of three arbitrators appointed in compliance with said Regulations. The arbitration seat shall be Milan and the proceedings shall be in Italian, under the rules of the aforementioned Regulations.
Art.25. - Payment injunctions
25.1 Any injunction for payment shall be deferred to the exclusive jurisdiction of the Court of Vercelli.
Art. 26 – Ethics & Compliance
26.1 Supplier and Business Partner Code of Conduct
The buyer is aware that Loro Piana has adopted the LVMH Supplier and Buyer Code of Conduct available on the website www.loropiana.com – section Compliance – and undertakes to comply with principles contained therein and to act in all circumstances with integrity and probity.
26.2 Anti-corruption
The buyer declares – also with reference to its suppliers and/or third parties involved in the sale and distribution of goods or services – and warrants to Loro Piana that, as of the date of acceptance of these Terms of Sale, it has not been convicted of any acts of corruption or influence peddling.
The buyer undertakes, for the duration of and with reference to these Terms of Sale, to:
o act in all circumstances with integrity, fairness and in adherence to applicable laws and regulations;
o not give, offer, or promise to, solicit, or accept from anyone, on its own behalf or on behalf of a third party, any undue advantage (gift, donation, invitation, remuneration, or anything of value), with a view to inducing a person (including a "Public Official[1]"):
• to perform, or refrain from performing, an act in the course of his or her duties (or to reward that person for performing or failing to perform an act in the course of his or her duties);
• to abuse real or supposed influence in order to obtain a favourable decision issued by a Public Official (or to pay that person for having abused his real or supposed influence);
o notify Loro Piana immediately of any acts or suspicions of corruption or influence peddling occurring in the performance of this agreement and of which it has knowledge.
26.3 Economic sanctions
The buyer represents and warrants to Loro Piana that – nor the buyer itself, nor its suppliers (nor its clients or third parties involved in the distribution and in the sale of the good purchased from Loro Piana in case of Loro Piana clients) – are included in any list of restricted and/or sanctioned parties’ lists by the European Union, United Nations and the United States of America..
Furthermore, shall the buyer be a client of Loro Piana, the buyer represents and warrants not to sell, export, re-export or transfer – directly or indirectly through third parties – any of the goods purchased from Loro Piana: a) to any company and/or individuals included in any restricted and/or sanctioned parties’ lists by the European Union, United Nations and the United States of America.; b) in or within Russia or Belarus.
26.4 Italian Legislative Decree 231/2001
The buyer is aware that Loro Piana has adopted an Organization Management and Control Model pursuant to the Italian Decree 231/01 (criminal liability of organizations) available on the website www.loropiana.com – section Compliance. (hereinafter the “Model”) and undertakes to respect the principles included with reference to the activities object of this agreement.
The buyer declares that it has not been sentenced and/or not involved in proceedings for crimes referred to in the Italian Decree 231/01 (such as,by way of example, corruption offences, cybersecurity crimes, environmental offences, infringements of copyright, violation of forced labor law, violation of health and safety regulations).
The violation of the above represents a serious breach of this agreement, giving the right to Loro Piana to terminate these Terms of Sale with immediate effect upon notice.
Without prejudice to the foregoing, the buyer hereby undertakes to indemnify Loro Piana for any penalties or damages that may result to the latter in the event of commission by the buyer of the offences referred to in the previous paragraphs.
Loro Piana reserves the right to verify the adherence to the principles mentioned above and to carry out at any time audits on their observance.
In the event of breach of the obligations, representations and warranties provided by this clause in relation to the buyer, Loro Piana can immediately, without delay and without compensation for the buyer, terminate this agreement. No indemnity or compensation of any nature will be due, and the buyer undertakes to indemnify Loro Piana for all damage, penalties, costs and liabilities resulting from, or in relation to, any breach of the present clause.
Art.27. – Contacts
27.1 For any questions concerning these Terms of Sale, the buyer can contact Loro Piana via e-mail logistics.textile@loropiana.com or telephone +39 0163201111.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the following clauses are specifically approved:
Art. 8 (Retention of title); Art. 8 bis Retention of title (applicable to German buyers only);
Art. 9 (Tolerances);
Art. 13 (Inspection of goods, claims and returns);
Art. 14 (Payments);
Art. 15 (Delay in payments);
Art. 21 (Confidential and proprietary information);
Art. 23 (Applicable law);
Art. 24 (Disputes);
Art. 25 (Payment injunctions).
[1] For purposes of this agreement, the term "Public Official" means, but is not limited to, any person engaged in public service, any person holding a legislative, judicial or administrative office, , any person employed by a state, federal, state or local government or an authority or agency or any government-owned or controlled public entity or enterprise, any employee of a public international organization, any candidate for public office, any member of a royal or ruling family, and any member of the government or any person acting on behalf of such person.
ANNEX 1
Guidelines for the Use of Loro Piana's Intellectual Property Rights
These Guidelines set out the conditions and limitations according to which the Customer may use the name "Loro Piana" and "Ing. Loro Piana & C." ("Name"), the trademarks "Loro Piana" and "Ing. Loro Piana &C." and the other product trademarks owned by Loro Piana ("Trademarks").
1. Whereas
These Guidelines do not give rise to any collaboration, joint venture, agency or partnership relationship between the Parties, placing no obligations or liability on any of them.
The Customer will have no right, power or authority to enter into any agreement or commitment in the name of or on behalf of Loro Piana, to act as an agent or representative of Loro Piana or to bind Loro Piana in any other way.
No patent, copyright, trademark or other intellectual property right owned by Loro Piana ("IPR") is licensed or otherwise transferred by these Guidelines, except as expressly provided for in relation to the use of the Name and Trademarks under the terms, conditions and restrictions set out below.
When applicable, the Customer undertakes to make its own B2B clients aware of the existence of the present Guidelines and to provide them with a copy thereof. Furthermore, the Customer undertakes to monitor its own clients’ compliance with the Guidelines. Shall the Customer detect any not-compliant conduct of its clients, it will do its best efforts to remove such conduct. It remains understood that Loro Piana reserves the right to take any action needed to protect its brand (including but not limited to the possibility to terminate the commercial relationship with the Customer).
2. Use of IPR
For the use of IPRs, the Customer will strictly comply with the provisions indicated in Annex A. It is hereby understood that Loro Piana shall provide the Customer with a sample document of the provisions set out in Annex A.
3. Customer’s undertaking
The Customer may not under any circumstances
• challenge the validity of the IPR;
• claim any right, title or interest in the IPRs;
• register or file or use anywhere the IPR, as well as any sign, name and/or designation that is phonetically or graphically identical or similar to Loro Piana and Ing. Loro Piana & C.;
• register domain names or create websites containing the Trademarks, other IPRs and/or Loro Piana / Ing Loro Piana & C.;
• citing the Trademarks in any commercial material of the Customer, by way of example but not limited to: commercial documents, invoices, letterheads, labels or Customer packaging, except as expressly provided for in these Guidelines;
• engaging in activities that could compromise the validity or reputation of the Trademarks or the IPR, damage the image and reputation of Loro Piana or, in any case, damage the IPR.
Should the Customer become aware of a violation of the Trademarks and IPRs, he/she must promptly inform Loro Piana.
Loro Piana, at its own discretion, may investigate and take action against third parties whose conduct is found to be in breach of the IPR. At Loro Piana's request, the Customer undertakes to assist Loro Piana in instituting legal proceedings.
4. Termination
Shall the business relationship between Loro Piana and the Customer end, these Guidelines will be no longer applicable and whatever use of the Name and Trademarks will be strictly prohibited. The Customer also undertakes to return unused labels to Loro Piana.
Without prejudice to the foregoing, in the event of breach of the obligations provided for herein, all rights granted to the Customer will be terminated with immediate effect, pursuant to and for the purposes of Article 1456 of the Italian Civil Code. It is understood that the exercise of this right is without prejudice to any claim for compensation for damages suffered as well as recourse to all other remedies provided, for the protection of Loro Piana, by Italian law.
Annex A – Summary Sheet
On Garments
- The label provided by Loro Piana (the “Label”) can only be used in combination with the Loro Piana fabrics to which it refers;
- The Label can only be applied inside on garments that have been crafted with Loro Piana fabrics;
- The Label can only be applied if the main material of the garment is a Loro Piana fabric;
- The Label can be used only inside Jackets, Trousers, Suits, Shirts and Coats;
- It is forbidden to use the Label on any accessory (such as hats, scarves, ties, etc.);
- Every Loro Piana tools (including but not limited to bunches, hang tags, displays) (“Tools”) intended for Customer’s garments made with Loro Piana fabrics can be shown only inside the store;
- It is strictly forbidden to showcase the Tools in the store’s windows. For avoidance of doubt, it is prohibited to display in the stores’ windows Customer’s garments with evidence of the Label and/or Tools. Without prejudice to the foregoing, the Loro Piana bunches may be displayed in outdoor showcases only if open and in proximity to fabrics and/or finished garments in any case not bearing Loro Piana Tools.
In Communication
- The Trademarks stand-alone or in association with Customer’s trademark can’t be used in any communication (included but not limited to social media Customer or its affiliates’ website pages, promotional e-mails, newsletters, press reviews, social communications, events of any kind organised with or without the support of Loro Piana) (“Marketing & Communications Tools”) unless expressly agreed in writing by Loro Piana;
- Without prejudice of the above, the Trademarks can only be shown, together with the trademarks of other suppliers, in a specific section of the Customer’s website (not in the main/home page) dedicated to the suppliers, after receiving written approval of Loro Piana;
- Every Marketing & Communication Tools developed by the Customer that mentions Loro Piana or the Loro Piana fabrics used or Trademarks must always be submitted in advance to Loro Piana for its written approval through the following e-mail address communication.textile@loropiana.com. Loro Piana will do its best efforts to answer you as soon as possible, being understood that the failure to reply shall be deemed as a denial.
- The Name and the Trademarks can’t under any circumstances be used to name the Customer’s garment (e.g., Loro Piana cashmere coats, Loro Piana Tasmanian® suits, Loro Piana Storm System® jackets);
- The Name and Trademarks may only be mentioned in the product description with the following wording "This product is made with Loro Piana fabric [fabric name] made in Italy". Any change to the wording must be approved in writing in advance by Loro Piana.
- Whenever a registered Trademark is used (e.g. Tasmanian ®, Storm System ®, etc.), the ® symbol must be indicated together with the indication that “[name of the fabric®]’s Trademark is owned by Loro Piana”;
- In no case the Customer can refer to Loro Piana as its partner or sponsor. Loro Piana shall always be identified as the fabrics supplier.
- The Label can be shown in communication through the use of photographs – prior written approval of Loro Piana and only if the following conditions are met:
o if paired with Loro Piana fabric o if paired with a detail of the Customer’s garment made with the Loro Piana fabrics. For the avoidance of doubts, it is always forbidden to showcase the Loro Piana fabric with the whole Customer’s garment.
As for the photographs, they shall be in high definition, with a good exposure, without any elements that could harm the prestige of Loro Piana.
- The Customer undertakes not to use the Tools and also not to quote Loro Piana on the occasion of, by way of example but not limited to, destocking, heavily discounted sales, promotional sales and similar of fabrics and finished products made with Loro Piana fabrics.
