1.1 These general terms and conditions of sale (hereinafter referred to as the "T&C") shall apply to all sales made by the company NINA RICCI SARL (hereinafter referred to as "NINA RICCI") of prêt-à-porter clothes and coordinated fashion accessories sold under the "NINA RICCI" brand (hereinafter referred to as the "Brand" and the "Product(s)") to its retailers and distributors (hereinafter referred to as the "Distributor(s)").

1.2 The T&C shall enter into force on the 1st of January 2025 and apply to all orders of Products placed from that date. These T&C cancel and replace all other previous terms and conditions of sale.

NINA RICCI hereby reserves the right to amend the T&C at any time, subject to providing one (1) month’s prior notice.

1.3 The T&C constitute the sole basis for trade negotiations. The Distributor hereby acknowledges and accepts that the T&C prevail over any other conditions (notably general terms and conditions of purchase, general logistics terms or any contrary clauses and conditions that may appear on orders and documents issued by the Distributor), unless expressly waived in writing by NINA RICCI. In particular, any penalties that may be provided for in the conditions of purchase, separate agreements or other documents, shall not apply to NINA RICCI.

1.4 All orders of the Products shall entail the full, unconditional acceptance by the Distributor of the T&C. Where appropriate, any special terms and conditions agreed upon between NINA RICCI and the Distributor that are contrary to the T&C shall prevail thereover.

1.5 In the event of non-compliance with the T&C, NINA RICCI hereby reserves the right to suspend any ongoing orders, to refuse all new orders until the breach of the T&C has been remedied and/or to terminate its business relationship with the Distributor (with or without prior notice), without NINA RICCI being liable in this respect and without prejudice to any other rights thereof.

2.1 Distributor hereby acknowledges the unquestionable status of the Brand and its Products, which have respectively acquired an excellent reputation and prestige among the general public. NINA RICCI is particularly concerned with maintaining that reputation and preserving the quality of the Products and their marketing and this should also be the Distributor’s concern.

The Distributor hereby undertakes to present the Products in accordance with the image of the Brand and the Products and to comply with any recommendations that may be given thereto by NINA RICCI in this respect. The Distributor hereby undertakes in particular to ensure that:

- The Products are never presented in a manner inappropriate to luxury brands;

- The Products are always presented alongside rival brands with a similar positioning to the Brand;

- The Products are marketed at carefully selected points of sale and which, given their situation, arrangement and the quality of the articles displayed, are compatible with the prestigious and luxury nature of the Brand and Products.

2.2 The Distributor hereby acknowledges and accepts that NINA RICCI may freely control the conditions for marketing the Products in order to ensure that the image and reputation of the Brand and the Products are protected.

3.1 Sales at physical points of sale

The Products are intended to be sold at retail to consumers (as defined by the French Consumer Code) for their own personal use, it being specified that the physical point(s) of sale of the Distributor indicated on the purchase order must, in all circumstances, keep with the image and reputation of the Brand and the Products (in accordance with Article 2 hereinabove).

3.2 Online sales

In the event that the Distributor wishes to sell the Products on its own website, the Distributor hereby undertakes to inform NINA RICCI of this intention in advance.

In the event that the Distributor wishes to sell the Products on third party platforms (so-called "marketplaces"), it hereby undertakes to seek prior written consent from NINA RICCI in order to allow NINA RICCI to assess whether the terms and conditions of sale of the website and/or marketplace concerned are in line with the prestigious image and the reputation of the Brand and the Products.

In any event, sales of the Products must, in all circumstances, take place in an environment that respects the image and reputation of the Brand and Products (in accordance with Article 2 hereinabove). The Distributor must notably comply with the conditions which will be communicated thereto in due course by NINA RICCI and which will be laid down by NINA RICCI in order to preserve the prestigious image and reputation from which the Brand and the Products benefit.

It is understood that the Distributor shall be bound by the same obligations of sale as for physical points of sale, i.e. retail sales shall be made to consumers (as defined in the French Consumer Code) for their personal use only.

This Article shall apply without prejudice to the Community provisions applicable to the distribution of the Products.

4.1 The prices of the Products are set out in a general price list (hereinafter referred to as the "Price List") and are exclusive of tax.

4.2 The price to be paid to NINA RICCI shall be determined by the Price List in force on the date of order confirmation.

4.3 The Price List may be amended at any time by NINA RICCI subject to one (1) month's prior notice.

4.4 NINA RICCI shall send an invoice upon delivery of the Products.

5.1 Orders may be confirmed either directly by NINA RICCI, or through its representatives (in particular its sales agents).

5.2 NINA RICCI shall only be bound by orders that it has confirmed in writing. No order cancellations or modifications shall be accepted by NINA RICCI more than eight (8) days after the date of written confirmation of the order by NINA RICCI. After this period of eight (8) days, any cancellations or modifications of the order by the Distributor which has not been expressly accepted in writing by NINA RICCI will be subject to the payment of a penalty amounting to 50% of the value of the cancelled part of the order and this without prejudice to any invoice amount still due to NINA RICCI and notwithstanding NINA RICCI’s right to claim more compensation subject to proof of greater damage actually suffered.

5.3 Transmission of the Price List does not imply any commitment by NINA RICCI to supply all of the Products listed. NINA RICCI hereby reserves the right to reduce or withdraw certain Products at the time of order confirmation (notably if NINA RICCI is facing manufacturing difficulties). In this case, NINA RICCI hereby undertakes to inform the Distributor of this fact as soon as possible after the order has been placed and to offer an alternative solution. The Distributor hereby undertakes to confirm the modified order in writing within two (2) working days.

The order confirmation issued by NINA RICCI shall include:

- the reference or the description of each Product,

- the number of Products listed by size and colour,

- the Price List on the order date,

- the dispatch times and

- the payment terms.

5.4 In the event of an order which is disproportionate to the potential of the Distributor’s point of sale or website, NINA RICCI hereby reserves the right not to deliver all of the Products ordered.

6.1 For the purposes of this article, delivery (hereinafter referred to as the "Delivery") is understood to mean the handing over of the order by the carrier at the final destination indicated by the Distributor for the order.

6.2 Deliveries and the transfer of risks shall take place in accordance with the INCOTERM rules stipulated in the order confirmation by NINA RICCI (if no INCOTERM rule is stipulated in the order confirmation, the EXW Incoterm rule, as defined in the INCOTERMS 2020 of the International Chamber of Commerce, shall apply).

6.3 NINA RICCI hereby undertakes to dispatch the order (exwarehouse France) within the dispatch time stipulated on the written order confirmation by NINA RICCI (final day inclusive). Timely dispatch can only take place if the Distributor is up to date with its payment obligations towards NINA RICCI.

The delivery times provided are indicative. Deliveries shall be made depending on the availability of the carriers and the procurement possibilities. If delivery times are exceeded, this shall not give rise to compensation or damages, nor shall orders in progress be withheld or cancelled, irrespective of the causes, extent and consequences of the delay.

7.1 Unless otherwise agreed by NINA RICCI, payment must be made within thirty (30) days of the NINA RICCI invoice date.

The Distributor hereby acknowledges that the due date corresponds to the date on which the amounts owed are to be credited to NINA RICCI's account. As a result, payments made by bank transfer must be initiated at the latest twenty-four (24) hours prior to the due date and payments made by cheque must be received forty-eight (48) hours prior to the due date.

7.2 No discount shall be granted by NINA RICCI in the event of early payment of NINA RICCI invoices.

7.3 Any delay in payment shall, ipso jure, from the first day of delay, lead to:

- the application of late payment penalties equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points applied to the amount of the invoice inclusive of tax; and

- the charging, to the Distributor, of a lump sum indemnity of forty (40) Euros exclusive of tax for recovery costs (if the recovery costs incurred are higher than the amount of this lump sum indemnity, NINA RICCI hereby reserves the right to request an additional indemnity, upon justification, in application of the French Commercial Code).

Moreover, any delay in payment of more than ten (10) days shall lead to the charging of a lump sum indemnity equal to 15% of the amount of the unpaid invoices on their due date (this indemnity being capped at €15,000), without prejudice to NINA RICCI's right to impose payment prior to delivery on the defaulting Distributor for all subsequent orders without entitling the latter to claim early payment discounts.

These late payment penalties shall be payable without requiring prior notice from NINA RICCI: the penalties are thus owed from the date of default.

7.4 Failure to pay a single trade bill or a single invoice on its due date shall render, ipso jure, all amounts owed to NINA RICCI, even those not yet due, immediately payable, with no need for prior notice, and may lead to a suspension of Deliveries until full payment of the amounts owed.

7.5 The Distributor may not claim or set off the amounts it owes to NINA RICCI against any amounts it claims to be owed by NINA RICCI.

8.1 At the time of Delivery of the Products, the Distributor shall not accept handover of the parcels sent until it has ensured, in the carrier’s presence, that they show no trace of damage, breakage, pilferage, or defects in the seal and that the number and weight of the parcels perfectly matches that indicated on the shipping documents and on the packaging itself.

8.2 Where appropriate, in the event that the contents of the Delivery do not comply with the order confirmed by NINA RICCI, or in the event of apparent damage to the parcels and/or the Products, the Distributor must record all the necessary reservations as well as the numbers of the affected or missing parcels on the delivery note. These reservations must be precise, complete and detailed.

In parallel, the Distributor shall notify NINA RICCI of these elements within five (5) working days of the Delivery by email (khalida.vilchez@ninaricci.com). Failure to do so may result in these claims being inadmissible. The receipt of this email must be acknowledged by NINA RICCI.

The said notification must imperatively contain at least the following information:

- for apparent damage to the parcel and/or Products: a photo of the said damage, the delivery number and the reference(s) of the Product(s);

- for deliveries that do not conform to the order (missing, additional Products, etc.): a scanned copy of the receipt form, the delivery number and the references of the Products concerned.

NINA RICCI shall not be liable if the Distributor fails to comply with any of these measures.

8.3 The Distributor may not return defective Products to NINA RICCI for examination without prior written consent from NINA RICCI after having notified NINA RICCI accordingly. If NINA RICCI issues its consent, the Distributor shall receive a return slip, it being stipulated that the Distributor may only return the defective Products after having received this return slip.

8.4 NINA RICCI shall determine whether or not the return is justified on a case by case basis. NINA RICCI shall issue a credit note, excluding any damages, for validly returned Products in their original packaging.

No credit note may be issued before NINA RICCI has received, inspected and accepted the Products returned.

8.5 No returns may be demanded by the Distributor without due justification, unless prior written consent is received from NINA RICCI.

8.6 The price at which the Products are taken back shall be calculated on the basis of their purchase price, to which a fixed depreciation coefficient may be applied, depending on the nature and condition of the Products.

8.7 Product returns shall take place at the sole risk and expense of the Distributor and must be sent to the address stipulated in Article 17, unless otherwise specified in writing by NINA RICCI.

9.1 Force Majeure

Neither party shall be held liable to the other party for any delay in performance or non-performance due to a Force Majeure event as defined in Article 1218 of the French Civil Code.

The party that is prevented from fulfilling its obligations as the result of a Force Majeure event must notify the other party in writing without delay, stating the reasons why it cannot fulfil its obligations. It shall also take all possible measures to fulfil its obligations as quickly and comprehensively as possible.

It is hereby agreed that, for any event arising as a result of and/or in connection with Covid-19 and which occurs during the performance of these T&C, this event shall be deemed unforeseeable at the time the T&C came into force and may, where applicable, be considered as a Force Majeure event provided that it meets the other criteria of Article 1218 of the French Civil Code.

Notwithstanding the foregoing, Force Majeure shall not relieve the parties of their obligations to pay any sum of money within the scope of the performance hereof.

A lack of solvency shall in no way constitute an event of Force Majeure.

9.2 Unforeseeable events

In the event that circumstances, notably economic, legislative or regulatory circumstances, not known and/or not foreseeable at the time of entry into force of these T&C (or special terms and conditions where applicable) would make the performance of the business relationship excessively onerous for NINA RICCI and/or the Distributor, whichever Party takes the initiative may request the renegotiation of these T&C (or special terms and conditions where applicable).

It is hereby agreed that any circumstances arising as a result of and/or in connection with Covid-19 and which occur during the performance of these T&C shall be deemed unforeseeable at the time the T&C came into force and may, where applicable, lead to the renegotiation of the T&C provided that it makes the performance thereof excessively onerous.

This request for renegotiation shall be made according to the procedure set out hereinbelow, during which each party shall continue to fulfil its obligations:

- a written request for renegotiation shall be sent by the party affected by the unforeseeable situation to the other party;

- if the renegotiation fails within one month of receipt of the written request, the party affected by the unforeseeable situation may ipso jure terminate the commercial terms appended to the T&C (or special terms and conditions if applicable) by registered letter. Where appropriate, such termination shall be effective after a period of eight (8) days from the sending of the said letter, without compensation or any other formality.

In any event, by way of derogation from the provisions of paragraph 2 of Article 1195 of the French Civil Code, the renegotiation of the T&C or the termination of the commercial terms appended thereto shall take place without recourse to the courts, which the parties hereby accept.

10.1 Unless otherwise specified, the goods sold and delivered by NINA RICCI shall remain its full property until full payment by the Distributor of the relevant invoices issued by NINA RICCI.

Should the Distributor fail to pay within the established term, NINA RICCI may, if it so wishes, reclaim the item sold.

Within the context of any reclaim action, the Distributor hereby acknowledges and accepts that any Products in its stock that bear the same reference as the Products not paid for shall be considered as those for which payment is in arrears, within the limits of the amounts owed by the Distributor.

10.2 Notwithstanding the present retention of title clause, the Distributor shall be liable for all risks pertaining to the storage and preservation of the Products from the time of handover of the Products to the Distributor upon Delivery of the Products. The Distributor shall thus be held solely liable for all risks of deterioration, loss, and partial or total destruction, irrespective of the cause of the damage. The Distributor must thus take out all appropriate insurance policies.

All promotional and/or advertising material entrusted to the Distributor by NINA RICCI shall remain the property of NINA RICCI, and the Distributor may in no case dispose of it. This material may only be used with the prior written consent of NINA RICCI, which hereby reserves the right to reclaim it without prior notice or compensation.

The Distributor hereby undertakes to keep the promotional and/or advertising material provided by NINA RICCI in good condition and to use it exclusively to advertise the Products at the points of sale.

All intellectual and industrial property rights (hereinafter referred to as the "Intellectual Property Rights") pertaining to the Products and/or the promotional and/or advertising material, including but not limited to the Brand, models, copyrights, domain names and patents, are and shall remain the sole and exclusive property of NINA RICCI.

However, the Distributor is hereby authorised to use the Brand and the Intellectual Property Rights of NINA RICCI for the sole purpose of fulfilling its obligations according to the T&C and in particular for the marketing and sale of the Products. This right is expressly limited to the duration of these T&C.

The Distributor hereby undertakes to inform NINA RICCI, at the earliest opportunity, of any infringement or suspicious use of the aforementioned Intellectual Property Rights.

It shall assist NINA RICCI, as appropriate, in any actions it may take to protect said rights, it being stipulated that the Distributor shall not take any initiative in this regard without the express written consent of NINA RICCI. The decision on whether or not to prosecute the infringer shall be made exclusively and solely at the discretion of NINA RICCI.

The Distributor (including its managers, employees, representatives, subsidiaries, affiliates and/or agents) hereby undertakes and guarantees to comply, under all circumstances, with all laws and regulations applicable thereto throughout the duration of its business relationship with NINA RICCI, notably so that its actions or behaviour do not in any way harm NINA RICCI, the Brand and/or the Products.

The Distributor hereby undertakes notably to comply with all of the provisions of the French Environmental Code that may be applicable thereto (notably those relating to promoting reuse and reducing food waste). For NINA RICCI, in accordance with the applicable regulations, its unique identifier is as follows: FR404983_11ZURK.

Throughout the duration of its business relationship with NINA RICCI, the Distributor shall also comply with NINA RICCI's Code of Ethics which is published and accessible from the following link https://www.puig.com/en/ethical-code/ and shall take out and retain all insurance policies, licences and permits required for it to fulfil its obligations as specified in these T&C. The Distributor shall notify NINA RICCI if it becomes aware of any noncompliance in connection with this article.

Each Party hereby undertakes to collect and process the personal data required for it to conduct its business in strict compliance with the applicable European and national provisions and regulations on the protection of personal data, in particular the European Regulation 2016/697 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data of 27 April 2016 (GDPR) and Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms (hereinafter referred to as the "Applicable Regulation").

In the context of the performance of the T&C, each Party may be required to collect and process personal data transmitted by the other Party, in particular data relating to its customers, prospective customers, employees, service providers and/or subcontractors (the “Persons Concerned”). In this case, each Party hereby undertakes to comply with the Applicable Regulation. NINA RICCI may act as the controller of the personal data of the Persons Concerned communicated by the Distributor for the sole purpose of managing commercial relations (invoicing, logistics, processing of requests, etc.). Consequently, the Distributor represents and warrants that it has obtained all appropriate consents and implemented all necessary precautions to enable the communication of personal data to NINA RICCI in compliance with Applicable Regulations.

The data is intended for the authorised personnel of the various internal departments of NINA RICCI and its subcontractors. It may also be communicated to the courts concerned, mediators, chartered accountants, statutory auditors, lawyers, bailiffs or debt collection companies where applicable. Under no circumstances will personal data be transferred to countries outside the European Union that do not have an adequate level of protection, in accordance with Applicable Regulations.

The Persons Concerned have a right of access, rectification, opposition, deletion and portability of their data. They also have the right to limit the processing of data concerning them and the right to define the fate of their data post-mortem.

To exercise their rights, the Persons Concerned may contact NINA RICCI at the following electronic address: khalida.vilchez@ninaricci.com.

Data Subjects may also lodge a complaint with the CNIL.

The Distributor undertakes to communicate the content of this clause to the Persons Concerned.

In the event that NINA RICCI should entrust a mission requiring the processing of personal data, the Distributor will act as a subcontractor in accordance with Article 28 of the GDPR on the instructions of NINA RICCI and the Parties will sign the agreement relating to the processing of personal data proposed by NINA RICCI.

The Distributor hereby acknowledges that all data and documents, all information and any other elements which have been, are or shall be transmitted thereto by NINA RICCI are confidential and it hereby undertakes in this regard not to disclose such confidential information to third parties and/or not to allow it to be used by third parties (other than its employees, once the Distributor has ensured compliance with this confidentiality agreement by its employees), and it shall continue to do so, not only throughout their business relationship, but following its expiry or termination, unless the information in question enters the public domain.

These T&C are subject to French law (without giving effect to that country’s conflict of law principles), and expressly excluding application of the United Nations Convention on contracts for the International Sales of Goods.

Any dispute arising from the application of these T&C and/or from the formation, interpretation, execution and/or termination of the business relationship between NINA RICCI and the Distributor, as well as any resulting actions, shall fall exclusively under the jurisdiction of the courts of Paris, even in the event of the introduction of third parties, incidental claims or multiple defendants.