General Terms and Conditions of Purchase

1.1 These General Terms and Conditions of Purchase are intended to govern the relationships resulting from the purchase by Yassoua-Paris (hereinafter also “Yassoua”) of a product or service.

They apply to all contractual purchasing relationships for products and services, except in the following cases: if one or more of the clauses contained therein are incompatible with the particular type of purchase; if the Parties expressly and specifically derogate in writing from one or more of the clauses contained therein.

Art. 1 Definitions

1.1 For the purposes of this document, the following definitions shall apply:

–  Conditions, the General Terms and Conditions of Purchase set out in this document.

–  Buyer, the company Yassoua.

–  Products, the subject of the Buyer’s purchase, including, but not limited to, raw materials, semi-finished products, finished products, and services.

–  Contract, the document specifically drafted to govern a contractual relationship arising from negotiations between the Buyer and the Supplier.

–  Contractual Relationship, the relationship between the Buyer and the Supplier in the pursuit of a common interest.

– Order, the purchase order, i.e., the document that formally accepts the Supplier’s offer and obliges the Buyer to make a purchase.

– Offer, the document by which the Supplier proposes a purchase to the Buyer.

– Request for Offer, the Buyer’s verbal or written request regarding a specific purchasing requirement.

– Parties, the Buyer and the Supplier.

Art. 2 Standard Form for Additional Stipulations or Derogations from these Conditions

2.1 Any agreement supplementing or amending the clauses of these Conditions, or constituting a derogation therefrom, shall only be valid if it is concluded in writing between the Parties.

2.2 These Conditions cancel and replace any previous oral or written agreement between the Parties regarding these Conditions.

2.3 References to laws, regulations, standards, and provisions in general and/or to measures by the Authority refer to their versions in force, it being expressly agreed that any change, modification, or update shall automatically oblige the Parties to comply with the new factual and legal situation. As a contractual risk, the Supplier exclusively assumes the risk of having to make the investments necessary and/or useful to comply with the above provisions.

2.4 Non-performance and/or conduct not in compliance with these Conditions, even if tolerated or not challenged by the Buyer, shall not constitute derogations from these Conditions, nor precedents that may be relied upon, and may not be interpreted as tacit acceptance of the non-performance in question.
2.5 Neither Party shall be held liable if the performance of its obligations becomes impossible due to an event of chance or force majeure.

2.6 None of these Conditions constitutes or may be considered equivalent to a partnership between the Parties, nor constitutes or may be considered to make one Party a representative or employee of the other Party in any capacity whatsoever, and neither Party has the authority or power to bind the other Party or to assume an obligation or create a liability for the other Party in any way or capacity whatsoever.

2.7 Each Contractual Relationship shall be governed by these Conditions and, for everything not expressly provided for and/or excluded, by the provisions of the civil code and/or other special sales laws in force at the time the order is sent. The Conditions do not release the Supplier from all obligations imposed by law, by the provisions of the authorities, and, more generally, by the obligation of diligence and professionalism.

Art. 3 Contractual Documents

3.1 Each purchase made by the Buyer may be formalized, by way of example, by the following documents:
• The Request for Offer
• The Offer
• The signed Conditions
• The order
• The Contract

3.2 The Conditions form an integral part of all documents governing the Contractual Relationship between the Buyer and the Supplier, even without an explicit reference. Each document indicated in point 3.1 above includes the unreserved acceptance of these Conditions.

3.3 The Conditions do not bind the Buyer, nor are they intended to create valid expectations regarding the conclusion of negotiations that may be ongoing, or the conclusion of purchases.

3.4 Even when a specific Contract is drawn up between the Parties for the purchase of a Product, the Conditions shall automatically be deemed applicable as an integral part of the Contract, even without an explicit reference.

3.5 In the event of a conflict between the stipulations contained in the order and/or the Contract and those of the Conditions, the former shall prevail over the latter.

Art. 4 Non-exclusivity of Supplies

4.1 4.1 Unless otherwise agreed in writing between the Parties, the Products shall not be exclusively requested from the Supplier.

Art. 5 Supplier Liability, Assignment and Subcontracting

5.1 Without prejudice to all cases of liability that may be attributable to the Supplier for the performance of what is provided for in the existing Contractual Relationship with the Buyer, including manufacturer liability, the Supplier is also liable to the Buyer for the acts of its employees and third-party collaborators it has chosen or whose activities it uses.

5.2 The Supplier may not assign the Orders or Contracts, nor subcontract, even partially, their performance without the prior authorization of the Buyer, in the absence of which the Buyer may consider the Contract terminated, pursuant to Art. 1456 of the Civil Code.

5.3 Even if subcontracting is authorized by the Buyer, the Supplier shall in all cases retain full liability towards the Buyer for the performance and supply of the Products.

5.4 The assignment of receivables is excluded.

Art. 6 Penalties

6.1 Subject to the Buyer’s right to seek compensation for any additional damages and subject to any other right recognized by the Buyer under these Conditions or by law, in the event of the Supplier’s failure to perform its contractual obligations, the Supplier shall pay the Buyer a penalty equal to 10% of the value of the contractually agreed economic transaction; if the Supplier’s delay in performing its contractual obligations does not exceed 7 days, the penalty shall be reduced to 5% of the contractually agreed value of the economic transaction, for each instance of breach.

6.2 Payment of any sums due by the Supplier as a penalty under Article 6.1 above shall take place within 30 (thirty) days from the date of the occurrence of the events contemplated therein, subject in all cases to the Buyer’s right to set off the sums due in this regard against the amounts due to the Supplier as consideration (including in the form of advances).

Art. 7 Industrial and Intellectual Property

7.1 The Supplier acknowledges that the names and trademarks used by the Buyer are the exclusive property of the Buyer and/or the Companies of the Group of companies to which it belongs and/or from which it holds a legitimate right of use. Consequently, the Supplier may not take any act of disposal and/or use, in any form or manner whatsoever, of these trademarks and names, even when associated with each other, during the Contractual Relationship or after its termination, for any reason whatsoever.

7.2 When the formulas and/or compositions of the Products or the trademarks to be used for them are not indicated or provided by the Buyer, the Supplier must guarantee that the products and their intended use do not violate the rights of third parties regarding industrial property (trademarks and patents).

7.3 In the cases provided for in point 7.2 above, the Supplier hereby fully indemnifies the Buyer against any claim, legal proceeding, and request for compensation eventually brought by third parties due to acts of unfair competition, patent infringement or patent applications, trademark or design filings, and industrial and intellectual property rights relating to the Products.

Art. 8 Confidentiality and Non-Disclosure

8.1 The Supplier acknowledges that, as a result of the contractual relationship with the Buyer, it may become aware of elements, information, and, more generally, data, including statistics, that are confidential and/or protected by industrial property law, as well as other confidences, facts, projects, and information in the broadest sense of the term, acquired from and/or about the Buyer. For these reasons, the Supplier undertakes, in its own name and on behalf of its personnel and all its collaborators, to maintain the strictest confidentiality regarding everything it may learn, including through confidences, on the occasion of supplies and/or requests for supply made by the Buyer, its employees, or its collaborators, throughout the duration of the Contractual Relationship and for 5 years following its termination.

8.2 All materials and information of any nature provided by the Buyer to the Supplier shall remain the property of the Buyer and may be used exclusively for contractual performance, with a prohibition on disclosure without the Buyer’s prior authorization.

8.3 Upon the termination of the Contractual Relationship, the Supplier shall immediately return to the Buyer all documentation that may have been provided to it.

Art. 8 bis Processing of Personal Data according to D. L. 196/2003 (Privacy)

Pursuant to D. L. 196/2003 on the processing of personal data, the Buyer informs the Supplier that its personal data are and will be processed by the Buyer for the practical management of the relationships, including on a legal basis and to enable the occasional performance of the agreements concluded or that may eventually be concluded between the Parties in the future; the data will be stored partly in paper archives and partly in electronic archives in compliance with the security measures provided for by D. L. 196/2003. This data will not be disseminated or communicated externally, except to employees and/or professionals and/or external persons who, if any, perform specific functions on behalf of the Buyer and hold the status of Data Controllers or Data Processors for the performance of activities related to the Contract and/or the Contractual Relationship.
The Supplier’s personal data may be communicated by the Buyer, within the scope of their specific competence, to organizations and generally to any public and private person towards whom the Buyer has an obligation or necessity of communication, and also for the purposes of a more correct performance of any corresponding eventual obligation (including instrumental ones), related to the Contract and/or the Contractual Relationship.
The Buyer further informs that the “Data Controller” under the law is the Yassoua-Paris men’s clothing brand, which has its registered office in Paris, and that, pursuant to Art. 7 of the above-mentioned text, the Supplier may access it at any time by requesting information relating to this data from the Data Controller or the Data Processor(s) currently exercising the processing of personal data, if any have been appointed, domiciled at the Buyer’s headquarters in Paris by appointment via email: contact@yassoua.com  by requesting an update or rectification, always subject to the right to object for legitimate reasons, to the above-mentioned processing and uses. The application of the General Conditions implies the Supplier’s consent to the processing of the data.