1. IRREVOCABILITY OF THE PROPOSAL-FINALIZATION OF THE AGREEMENT: By signing this irrevocable purchase proposal, the client undertakes to keep unchanged said proposal, with consequent voiding of any withdrawal, for a period of one month from the proposal signing date. Once the aforementioned term of one month has elapsed without the Seller submitting to the Buyer any communication of denial or refusal of this irrevocable purchase proposal, the proposal shall be deemed automatically accepted with consequent finalization of the sales agreement. In any case, if the client refuses to accept the goods, the Seller shall have the right to charge the full value of the supply.

2. COMMUNICATIONS: Any communication between the parties shall, under penalty of invalidity, be made in writing or sent by registered letter with notification of receipt, or by certified e-mail, and in particular any communication to the Seller shall be addressed to the registered/executive office in 3065 Bolligen (Switzerland).

The client is instead obligated to inform the Seller of any changes to its address.

3. DELIVERY TERM: The delivery term indicated in the proposal or agreement is non-essential and is merely indicative. The Seller is also entitled to send a communication specifying the new delivery terms. In all cases of force majeure, such as strikes, epidemics, wars, fires, floods, interruptions or delays in transport, objective impossibility of supplying with the materials on the market, etc., the Seller is released from any obligation concerning delivery, without the Buyer having any right to revoke the proposal or to terminate the agreement and/or to receive compensation for direct or indirect damage.

4. DELIVERY METHOD: The Buyer acknowledges in advance to the Seller the right to perform deliveries, even subdivided according to quantities, models and types chosen at its own discretion. The Seller shall at any time have the right to suspend or cancel, at its discretion, the delivery of the goods, even partially for the portion still to be shipped, in all cases of changes to the legal, commercial or equity status of the Buyer, or its breach of contract obligations even if it is not serious, and even if it is related to another supply, proposal or agreement.

5. PAYMENT OF THE PRICE: Payment of the agreed price will be made by bank transfer and/or issue of cash orders or bills of exchange with agreed due dates and/or letter of credit to be submitted to the Buyer via bank. In the absence of timely payment of even a single invoice, any discounts and any authorized returns shall be automatically revoked and forfeiture of the benefit of any term will enter into effect.

6. PLACE OF PAYMENT: Whichever method of payment is established or adopted, including the acceptance of promissory notes, bill of exchange, cash orders, etc. does not constitute an exception to the Seller’s right to receive payment at its premises. Any complaints about the goods cannot, however, be a condition for the interruption of payments.

7. SUBSEQUENT ORDERS: The prices indicated do not constitute any commitment for the Seller with respect to subsequent purchase proposals and/or orders.

8. NON-EXCLUSIVE CLAUSE: The Seller does not grant the Buyer any exclusive right for the sale of the goods subject matter of this agreement and of its products in general.

9. SHIPMENT OF THE GOODS: Regardless of the indicated or adopted means and conditions of delivery, the goods always travel at the risk of the Buyer, even if shipped ex-works. Lacking specific instructions by the Purchaser, the goods shall be sent with the most suitable means of transport, without any liability falling onto the Seller for the choice of means of transport made

10. COLOR HUES: The Seller cannot guarantee the same color hue between outwear, knitwear, shirts, skirts and trousers, nor the simultaneous shipment of the various models purchased.

11. INSPECTION OF GOODS: The Buyer commits to check in full the goods immediately upon receiving them, after 8 days from said date no claim shall be allowed. Any claims or disputes on a specific delivery will not void the obligation of the Buyer to accept the remaining quantities from the supply and to issue related payments within the agreed terms.

12. RETURNS: Except otherwise authorized in writing by the Seller, no full or partial returns are allowed. Also in the case of authorization to the return, the Seller shall assess, at is own discretion, the quality of the goods and their valorization.

13. SALES OBLIGATIONS: The Buyer shall have the duty to sell directly and at retail the goods purchased at the store specified in the irrevocable purchase proposal and at a price not lower than the list price. In the case of sale at a lower price, or transfer for any reason or in any form to other resellers or retailers, the Buyer, independently from the seriousness of the breach, shall be obligated as a penalty to pay an amount equal to half of the overall sale price delivered in the last year, without prejudice to further damages.

14. CANCELLATION/CHANGE REQUEST: The Seller reserves the right to accept, at its discretion, any cancellation and/or change of apparel part of the proposal. The purchase becomes non-returnable by and no later than 15 days from the date of purchase. After said term, no cancellation and/or change will be accepted.

15. WRITTEN FORM: Any derogation and amendment measure to this agreement must be in writing and signed by both parties. Each individual clause may be valid and effective within the contract.

16. TRANSFER OF THE AGREEMENT: None of the rights deriving from these general terms and conditions and/or the irrevocable proposal to which they refer may be transferred in whole or in part to third parties without the previous authorization in writing of the Seller.

17. APPLICABLE LAW: This contractual agreement is governed by the laws of the Swiss Confederation.

18. APPLICABLE LAW AND COURT OF JURISDICTION: Each and any claim and/or dispute arising between the parties related to the entering into, interpretation and execution of this irrevocable purchase proposal and/or related contract will be governed by the Swiss law and the exclusive court of jurisdiction will be the Court of Bern, excluding its conflict of laws provisions and also excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).