Compliance

CODE OF CONDUCT

1. PREAMBLE

 

FENDI Companies, with the support of the LVMH Group, participate and engage in Global Compact initiatives, working together to promote the ten universal principals concerning human rights, labour issues, environmental concerns and anti-corruption, while pursuing a more sustainable global economy. The Code of Conduct has been adopted by the various FENDI Group Companies in Italy including FENDI S.R.L, FENDI ADELE S.R.L. and FENDI ITALIA S.R.L. (hereinafter referred to as the “Company”) and has been distributed to the affiliated Companies in question for evaluating their adoption and compliance, taking into account modifications required by local laws and regulations.

 

The Code of Conduct outlines the commitments and ethical responsibilities that must be observed by all managing Directors, employees and external collaborators (as clearly defined in Section 1.3) while managing the Company’s activities and carrying out business operations.

 

1.1 Guiding Principles

 

Compliance with applicable laws and regulations, transparency and fair management practices, trust, respect and co-operation represent the Company’s primary ethical principles – and the essential driving elements that inspire the Company’s conduct. The Company overall goal is to ensure efficient and fair market participation, to improve customer satisfaction and to develop the competencies and the professional growth of the Company’s human resources. All parties and stakeholders associated with the Company, without distinction or exception, are therefore committed to observing and enforcing the principles outlined by the Code as part of their ongoing business duties and responsibilities. This commitment further requires that third parties engaged by the Company in various capacitates, carry out activities and adhere to a similar set of values. The fundamental guiding principles of the Company, with particular emphasis on the various activities associated with the FENDI brand, focus on the manufacturing and marketing of high quality products, and on fair, transparent and ethical practices as relating to customer interactions.

 

1.2 Unethical Behaviour

 

Unethical behaviour undermines and compromises the Company’s trust and relationships with its various stakeholders. Any action or behaviour focused on unfair advantages or self-interest on the part of individuals or the Company, carried out by any managing Directors, employees or external collaborators (as clearly defined in Section 1.3) are considered unethical.

 

The Company does not tolerate any actions that violate applicable laws and regulations or, more generally, that contradict or conflict with internal regulations or internal procedures. The Company, furthermore, does not condone requests or pressure of any kind, aimed at influencing any managing Directors, employees or external collaborators (as clearly defined in Section 1.3) to act against the Company’s laws, regulations and Code of Conduct.

 

1.3 Scope of Application of the Code of Conduct

 

The Code of Conduct outlined here concerns and guides the actions, in a binding and mandatory manner, of any and all managing Directors, members of the Company’s corporate bodies, individuals in senior management positions, employees (including full-time, part-time or temporary/contract personnel), external collaborators and partners, suppliers of goods and/or services and generally all parties and business partners who, directly or indirectly, permanently or temporarily engage in relations and activities with the Company and work towards the accomplishment of the Company’s goals in all countries in which business is conducted (hereinafter referred to as the “Addressees”).

 

All Addressees of the Code of Conduct, in pursuit of the Code’s principles and objectives, are required to operate with integrity and in compliance with all applicable laws and regulations. Addressees are at all times – within the limits of their individual competence – expected to observe and adhere to the requirements outlined by the Code of Conduct. These rules supplement the behaviours that each individual is required to observe according to the provisions outlined by applicable laws and regulations.

 

2. GENERAL PRINCIPLES

 

2.1 Compliance with Applicable Laws and Regulations

 

The Company is fully committed to respecting all applicable laws and regulations in countries where business is conducted.

 

The Company shall not pursue or continue any relationships with business entities not intent on complying with the principles outlined.

 

2.2 Respect for the Individual

 

The Company undertakes to respect the rights, as well as the physical, cultural and moral integrity of all individuals with whom it interacts. The Company’s focus on the Individual is articulated through the development of its diverse workforce (direct employees or otherwise), the attention conveyed to the needs and demands of customers, the protection and transparency of activities towards shareholders, and the correctness and transparency of interactions with suppliers.

 

The Company is therefore continuously aware and engaged in activities focused on avoiding any form of discrimination towards internal or external individuals with whom it interacts, taking into consideration elements such as age, gender, sexuality, private issues, health, race, nationality, political views and affiliations and/or religion.

 

No employee shall be subject to any form of intimidation tactics or derogatory treatment. No disciplinary action may be pursued or imposed in the absence of correct procedures.

 

All Company policies, including but not limited to those relating to hiring, employment termination, compensation, promotion and training practices shall not discriminate on the basis of race, colour, sex, religion, political views and affiliations, nationality, social background, ethnicity, disability, age, marital status, ability to procreate, sexual orientation or other personal conditions of the individual employee, unless the selection requirement cannot be adequately achieved by following applicable State laws and regulations. The specific goal of the policies in question is to promote and ensure greater equality in employment opportunities.

 

The Company – where appropriate – shall pursue and perform an internal investigation following allegations of discriminatory behaviour or harassment. The Company shall also provide appropriate procedures by which employees can file complaints related to such issues.

 

2.3 Environmental Respect and Considerations

 

The Company manages its business activities with a focus on environmental protection and continuous improvement, while also taking into consideration environmental impacts resulting from production activities.

 

Correspondingly, the Company takes into account, among its objectives:

 

 compliance with national and international environmental laws and regulations;

 

 comprehensive management of production activities, while minimising direct and indirectenvironmental impacts;

 

 workforce training initiatives focused on developing employee awareness of environmental issues and outlining impacts associated with ongoing business activities;

 

commitment toenvironmentally friendly practices, contributing to the overall achievement of business objectives.

 

2.4 Honesty and Integrity

 

Within the scope of their professional activities, the Company’s managing Directors, employees

 

and external collaborators (as clearly defined in Section 1.3) are required to diligently comply with applicable laws and regulations, with the Code of Conduct presented here and with applicable internal rules and regulations. A dishonest conduct concerning the pursuit of the Company’s interests or benefits shall, under no circumstance, be justified or condoned.

 

2.5 Transparency

 

The Company’s managing Directors, employees and external collaborators (as clearly defined in Section 1.3), undertake to provide, within the limits of the powers conferred to them, complete, accurate, adequate and timely information, both within the internal and external scope of the Company. The information in question shall be clear, unambiguous and simple.

 

2.6 Privacy Protection

 

The Company guarantees the confidentiality of personal information in its possession, in accordance with applicable laws and regulations (in Italy, Legislative Decree No. 196/2003 and subsequent amendments). The Company’s managing Directors, employees and external collaborators are obliged to treat and handle personal data and information in strict compliance with applicable laws and regulations.

 

2.7 Child Labour and Illegal Labour Prevention

 

The Company’s various activities are guided and motivated by ethical principles and a strong commitment to compliance with current laws and legislation. The Company does not and shall not tolerate illegal and child labour practices, taking an active role in combating the issue in question. The Company calls upon all external collaborators, suppliers, customers and partners, Italian or foreign, to specifically comply with applicable legislation currently in place and to actively combat illegal and child labour practices.

 

The Company further requests that all suppliers are committed to ensure that Fendi products are manufactured in accordance with the principles outlined by the “CHILD LABOUR FREE” program established by the International Labour Office.

 

2.8 Freedom of Association and Right to Collective Bargaining

 

All Company employees and external collaborators (as clearly defined in Section 1.3), hold the right to establish and join organisations of their own choosing, including trade unions, in order to protect the interests of the workforce and to promote collective bargaining practices. The

 

Company does not and shall not impose any restriction concerning freedom of association and the right to organise, except as prescribed by applicable laws and regulations.

 

Workers shall not be subject to discrimination resulting from their participation in such activities, nor shall any individual employee be prevented from participating or from gaining membership into any such groups. The Company shall provide the necessary means required for the establishment of workforce organisations.

 

The company shall facilitate means by which the workforce representatives are able to conduct negotiations concerning relevant employment issues, with management representatives authorised to make the appropriate decisions subject to negotiation. Employees shall be guaranteed adequate access to information and to any resources deemed necessary in order to allow workforce representatives to conduct negotiations effectively.

 

3. STANDARDS OF CONDUCT

 

3.1 Standards of Conduct Towards Employees and External Collaborators

 

3.1.1 Independence and Confidentiality in Hiring Practices

 

With a strong focus on equal opportunities, the selection of Company personnel shall only be carried out in accordance with applicable laws and regulations. The selection process is further based on a thorough assessment of the candidate’s skills and competencies to the required profile, in compliance with the applicable privacy, confidentiality and opinions of the candidate in question.

 

3.1.2 Professional Development

 

Employees and external collaborators, with their various competencies and dedication, represent an essential element of the overall success of the Company. For this reason, the Company is ommitted to protecting and promoting human resource values and practices, striving to continuously improve and develop the individual skills and knowledge of its workforce.

 

3.1.3 Health and Safety Regulations

 

The Company is committed to promoting and consolidating a culture focused on safety, achieved by developing awareness of potential risks, by ensuring compliance with applicable legislation and by promoting responsible behaviour from its various employees and collaborators. In addition, the Company works to preserve, by means of preventative actions of an organisational and technical nature, the health and safety of it diverse workforce. The

 

Company guarantees and is fully committed to the protection of the physical and moral integrity of its employees, guaranteeing working conditions that focus on individual respect and that ensure a safe and healthy work environment.

 

3.1.4 Information Management Integrity and Confidentiality

 

All Company Directors, employees and external collaborators, in carrying out their various business activities and in line with their applicable roles and responsibilities, are required to manage, record and process data and information in a complete, correct, adequate, accurate and timely manner, and in accordance with applicable laws and with internal regulations.

 

Data entry and Company accounting, financial and economic practices shall be carried out in accordance with the above principles and with a focus and commitment to the protection of corporate data.

 

Individuals responsible for the management of accounting records and for financial and economic data are required to fully cooperate with the Information Systems department and with other competent departments, in order to ensure the proper implementation and use of procedures intended to safeguard and guarantee data integrity.

 

3.1.5 Diligence in the Use of Company Resources

 

All Company Directors, employees and external collaborators are required to make appropriate use of Company resources, ensuring no actions are taken that may in any way reduce the effectiveness and efficiency of resources, or that may prove contrary to the interests of the Company.

 

Furthermore, all Directors, employees and external collaborators are required to safeguard Company assets and to avoid improper or unlawful activities and actions, while also taking into account third parties.

 

3.2 Business Management Standards of Conduct

 

3.2.1 General Rules

 

All Company Directors, employees and external collaborators, in their interactions and dealings with applicable third parties, are required to exhibit and ensure behaviours deemed ethical, respectful of laws and internal regulations and driven by honesty and integrity.

 

3.2.2 Potential Conflicts of Interest

 

The relationships and interactions between the Company and its Directors, employees and external collaborators are characterised by full and complete trust. Within this context, the primary duty of all individuals in question is to make use of Company assets and of their own individual skills and employment capacities to the achievement of the Company’s goals and interests, in compliance with applicable laws and regulations and in accordance to the principles outlined in the Code of Conduct presented here. The latter represents the overall set of values that inspire the Company’s activities and actions. Furthermore, Company Directors, employees and external collaborators shall be required to avoid any activities that may infer a conflict between personal and Company interests, or that could interfere with and negatively influence the ability to make impartial and objective decisions concerning the Company’s interests and dealings. Conflicts of interest and violation of the principles outlined by the Code of Conduct presented here are detrimental to the corporate image and integrity of the Company. All Company Directors, employees and external collaborators are therefore accountable to ensure their actions do not in any way take advantage of, overlap or capitalise on their business activities, resulting in a personal or domestic conflict of interest. In order to avoid and prevent actual or potential situations concerning conflicts of interest, the Company requires that at the start of employment or upon assignment of new roles or responsibilities, employees shall sign a suitable statement, declaring their intent and commitment in avoiding any conflicts of interest between the individual and the Company. This statement also implies that the individuals in question undertake to promptly inform the Company of any actual or potential situation that could lead to or be considered conflicts of interest, by engaging the appropriate management channels.

 

3.2.3 Customer Satisfaction and Product Quality Commitment

 

The Company considers customer satisfaction a primary business objective, a key goal that is constantly pursued thanks to the commitment of all Directors, employees and external collaborators in order to fully actualise and articulate customer needs, especially during sale and post-sale activities. Customer shall be given full and accurate information concerning the products and services provided, in order to enable them to make informed purchasing decisions. The Company is committed to communicating with customers in a clear and transparent manner, providing accurate and consistent information concerning the products offered, relying on simple and clear language and treating customers with utmost fairness and respect. All Company Directors, employees and external collaborators shall therefore always engage in customer relations with a focus on full and complete integrity, transparency and courtesy.

 

3.2.4 Fairness and Integrity in Supplier Relationships

 

The Company’s conduct during purchasing activities relating to goods and services, strives to take into account a maximum competitive advantage, granting equal partnership opportunities to each individual supplier and relying by principles of fairness and impartiality. The selection of suppliers shall not allow for or permit any undue solicitations or pressure, preferential treatment for any one supplier over another or any related activities intended to undermine the Company’s credibility and reputation with regards to transparency and diligence in the enforcement of applicable laws and internal regulations. Supplier selection criteria shall be based on the impartial assessment of quality, cost and performance. In addition, the Company undertakes to not in any way take advantage of its powers by imposing unfair or excessive contractual clauses or demands.

 

Each individual Company employee, consultant, supplier or partner is bound to comply with the principles outlined below. The Company shall not engage in or continue business partnerships or dealings with any entity that is not committed to or does not intend to comply with the principles set out.

 

The Company shall comply with applicable laws and internal regulations in selecting and managing relationships with suppliers.

 

The Company shall rely on objective and transparent criteria in the selection of possible suppliers.

 

Within the context and framework of its relationships with suppliers, the Company respects the interests and the specific needs of its various partners and is committed to pay particular attention to contract terms negotiated with micro enterprises (a micro enterprise is defined as a company with fewer than 10 employees and turnover amounting to less than 2 million Euros) and to ensure compliance with payment terms in accordance with provisions set out by law and to contractual arrangements negotiated with the individual supplier.

 

3.2.5 Public Administration Relations

 

In accordance with current legislation, the Company prohibits all those who work on behalf of its interests and name, to accept, offer, promise or to directly or indirectly solicit money, gifts, goods, services, undue favours or benefits (including employment opportunities) in their relations with public administration officials and/or public representatives, in order to in any way influence decisions, obtain a more favourable treatment, acquire undue benefits, or for any other foreseeable purpose.

 

Any undue requests or offers for money or compensation, or for favours of any kind, made to or by individuals working on behalf of the Company and concerning relations with public administration officials and/or representatives, both Italian and foreign, must be immediately reported to the appropriate supervisor and/or to the Surveillance Body, as outlined in Section 4.2.

 

All interactions and business relations with public administration officials and/or representatives must always be clear, transparent and lawful.

 

3.2.6. Relations with Political Organisations and Unions

 

The Company does not and shall not favour or discriminate, directly or indirectly, against any political organisations or trade unions.

 

The Company does not and shall not make contributions of kind and in any form, direct or indirect to any political organisations, trade unions, movements, committees and organisations and their representatives or candidates, with the exception of contributions permitted by applicable State laws and regulations.

 

3.2.7 Mass Media Relations

 

Relations with the press, media and information channels and, more generally, with external stakeholders of any kind, fall under the strict authority of expressly authorised personnel. These activities shall be carried out in accordance with the applicable procedures or regulations adopted by the Company.

 

Any request for information from the press or media received by Company personnel shall be promptly communicated to the appropriate individuals (based on business functions) responsible for external communication, before any commitment is made to respond to the request.

 

All external Company communications must follow principles founded on truth, fairness, transparency and judgement. Media and press relations must comply with the principles outlined in the Code of Conduct presented here, with the overall objective of protecting the Company’s image and reputation.

 

3.2.8 Confidentiality Obligations

 

Any form of investment, direct or indirect, sourced by confidential corporate information, is strictly prohibited by the Company. Particular discretion and attention should therefore be placed on the external disclosure and/or communication of any non-public documents, news and information concerning activities carried out by the LVMH SA holding company, by FENDI and by any of its affiliates, and which, if made public, could impact financial or stock market results. Communication of such information, following the appropriate Director approvals and authorisation, shall always be carried out via specifically designated channels and individuals. Under no circumstances, during the management of information, shall behaviours that may encourage and/or facilitate insider trading or that are aimed at the undue benefit of individuals or third parties shall be allowed or adopted.

 

Any employees or external collaborators with access to Confidential Information in any capacity, shall only communicate Confidential Information outside the organisation, if expressly authorised to do so by the appropriate Management or in order to comply with applicable laws and regulations.

 

By way of example and without limitation “Confidential Information” shall be defined as and refer to any information that has not yet been duly disseminated to the public and concerns: models, drawings, sketches and studies relating to marketed products and/or brands directly or indirectly associated with the Company, corporate projects and documentation including business plans, management plans, strategic plans, data and expertise concerning technological processes, financial operations, operational strategies, investment and divestment strategies, operating and financial results, personal employee data and information, customer and employee lists/directories and any information concerning current and future business related activities.

 

3.2.9. Money Laundering and Stolen Goods Prevention

 

It is mandatory that all Addressees of the Code of Conduct presented here comply with all applicable laws, rules and regulations, both national and international, intended to combat money laundering activities.

 

3.2.10 Protection of Intellectual Property

 

The Company is committed to research and innovation activities concerning its intellectual property and to the strict protection of the same. The Company, in turn, is respectful of the intellectual property of others, paying particular attention and requiring all its employees, suppliers, external partners and Addressees of the Code of Conduct presented here, to take particular care in respecting and protecting the Company’s overall intellectual capital and in preventing any potential violation concerning intellectual property external to the Company.

 

3.2.11 Prevention of counterfeiting activities related to coins, bills, public credit cards, stamps and watermarks

 

It is strictly prohibited to falsify, circulate or make use of coins, bills, public credit cards, stamps and watermarks, in the interest and/or benefit of the Company. Any violation of the law in this regard should be promptly reported to the competent Authorities and to the Surveillance Body, as outlined in Section 4.2.

 

3.2.12 Legal Authorities Relations

 

It is strictly prohibited to exert any type or form of pressure on individuals called upon to make statements before Legal or Judicial Authorities, in order to persuade the individuals in question to withhold statements or to present falsified statements or information.

 

3.2.13 Prevention of Associated Offences

 

It is strictly prohibited to make associations, in Italy or abroad, with the intent of committing or concerning involvement in criminal activities carried out in the interest or for the benefit of the Company.

 

3.2.14 Prevention of Cybercrimes

 

The use of computer and telematic technologies, systems and tools belonging to the Company and/or to applicable third parties, must be carried out correctly and in accordance with applicable laws and regulations.

 

The Company fully understands the importance of ensuring data and information confidentiality, while also taking into account the safeguarding of data and information from unauthorized access and the integrity of the same. This requires that all Addresses of the Code of Conduct presented here exhibit the proper and correct behaviour, in order to avoid the falsification of documents, data and/or information, as well as hinder unauthorised access for the purpose of damaging data, information or computer systems belonging to the Company and to applicable third parties.

 

All Addressees of the Code of Conduct presented here shall not engage in any conduct or behaviour that is likely to damage or negatively impact data, information systems, or telematic systems and shall fully commit to comply with applicable regulations concerning the prevention and/or to punishment of cybercrimes and related activities.

 

3.2.15 Private Relations

 

It is strictly prohibited to give or promise monetary compensation or other benefits to directors, executives, and managers responsible for preparing corporate accounting or financial documents, auditors, liquidators, or any individuals subject to the direction or supervision of the latter, belonging and/or associated to the Company or to private entities, agents, franchisees, business partners, certification bodies, consultants, service providers, suppliers in general, intended to influence the individuals in question to act in violation of their duties, in such a way as to cause harm or damages to a third-party company.

 

4. IMPLEMENTATION OF PROCEDURES

 

4.1 Dissemination of the Code of Conduct and Compliance

 

The Company promotes awareness, understanding and compliance with the Code of Conduct on the part of all Directors, employees, external collaborators, commercial and financial partners and suppliers, requiring that all parties mentioned above respect and abide by the Code in question.

 

In non-compliance situations, the Company is obliged to take disciplinary or other appropriate action. The aforementioned parties are, therefore, required to be aware of and understand the contents of the Code of Conduct presented here, abiding by, sharing and implementing the applicable principles, requesting and receiving as necessary from the Surveillance Body, appropriate clarification concerning interpretation of the contents.

 

4.2 Supervisory Board

 

In Italy, the Company has established a Surveillance Body, as required by applicable laws and regulations, with the task of overseeing the implementation and enforcement of the Code of Conduct presented here within the Italian territory.

 

All parties covered by the scope of the Code of Conduct in question are required to report, in writing, and not anonymously, any possible violations concerning the Code, legal provisions or Company regulations, of which they become aware. Any reports of such violations should be addressed to the Surveillance Body at the following email address: OV-FENDI.exDL231-01@it.fendi.com.

 

The Company has established and shall provide the necessary measures to protect affected individuals from any type of retaliation (intended as any act that could give rise to forms of discrimination or punishment such as, for example, impact to partner, vendor or consultant relations, denial of promotion for employees, etc.). To this end, the confidentiality of the reporting party shall be protected, subject to the requirements of applicable law.

 

Responsibility for conducting investigations concerning possible violations of the Code of Conduct falls under the discretion of the Surveillance Body. The Board shall take into account, as necessary, the evidence provided by the reporting party, as well as testimony provided by the party or parties responsible for the alleged violation. Individuals and parties in question are required to provide full cooperation with any internal investigations.

 

Following such activities, the Surveillance Body shall report to the Board of Directors any corresponding grounds for disciplinary action, including grounds for termination of contract.

 

The selection and composition of additional Surveillence Bodys in other countries where the Company operates shall fall under the discretion and evaluation of the appropriate local management.

 

4.3 Sanction Guidelines

 

Violation of the principles contained in the Code of Conducts presented here compromises and affects the fiduciary relationship between the Company and its Directors, employees, external collaborators, suppliers, business partners and financial service providers. Any such violations shall result in appropriate and timely action on the part of the Company, through any necessary means and as required by applicable laws and regulations.

 

In case of violation of the provisions outlined in the Code of Conduct in question, affected parties or employees shall be subject to disciplinary actions and measures considered appropriate and proportionate to the breach in question, to the extent required by applicable National Collective Agreements, laws and regulations.

TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES

1) Purpose:

These standard terms and conditions of purchase of goods and services govern the relationship between Fendi North America, Inc., with registered office at 555 Madison Avenue in New York, NY (hereinafter "FENDI"), on one hand, and the supplier of goods and/or services (hereinafter "Supplier"), on the other hand. The execution of any order by the Supplier must comply with these terms and conditions of purchase (hereinafter “T&C”), which shall prevail over the Supplier’s terms and conditions of sale or any other similar document of the Supplier. 


2) Order / Acceptance / Execution of order:

FENDI shall place by written format including fax and email a purchase order stating the references, quantities and lead times applicable to the delivery of the goods or performance of the services and the Supplier shall send an acknowledgement of receipt in the same manner. Unless the Supplier sends an acknowledgement of receipt or expresses written rejection or qualification, within three (3) days from its receipt of a purchase order, the purchase order is deemed to be fully accepted by the Supplier. The Supplier is bound by an absolute obligation to achieve a performance result. In executing the order, the Supplier undertakes to comply with applicable standards and regulations in force, in particular as regards employment and consumer and environmental protection, (including installations classified for environmental protection (ICPE), REACH, etc.). At FENDI’s request, the Supplier will issue a certificate stating that it complies with applicable statutory regulations governing illegal work. The Supplier undertakes to provide FENDI, upon request by FENDI, with any document relating to the Supplier or to any of its employees assigned to the execution of an order which would be requested by any public authority. The Supplier undertakes to fulfil its duties to provide information and advice. The Supplier is responsible for informing FENDI of any causes of its default, in particular in terms of delivery time (Clause 3-1), and for taking the necessary measures required to remedy it.


3) Delivery / Performance / Delivery time / Late delivery penalties:

3-1 [Delivery time]: The contractual date of execution of the order stated on the purchase order is mandatory and is the date by which the Supplier has undertaken to provide the services and/or supply the goods in the requisite quality and quantity at the address specified by FENDI on the purchase order. The Supplier undertakes to notify FENDI immediately of any event that could lead to late delivery and/or performance as soon as it becomes aware thereof. Save in case of force majeure, any late delivery and/or performance that is not accepted in writing by FENDI may lead to penalties, without any prior notice. Unless otherwise stated in the purchase order, the amount of these penalties shall be six (6) % per annum of the value of the supply of goods and/or provision of services delayed per week of delay as from the date of performance stated in the purchase order, until receipt of the entire order. These late delivery penalties shall be applied upon settlement of the invoice by FENDI and shall be set off against amounts invoiced by the Supplier. The Supplier in breach shall not thereby be released from the obligation to remedy any other loss suffered by FENDI. Any delay that is not accepted in writing by FENDI may lead to an immediate termination of the order without payment of any compensation whatsoever, notwithstanding the fact that partial deliveries of goods and/or supplies of services may have taken place within the agreed period. Any termination shall be notified in writing by FENDI. FENDI reserves the right to procure the performance of the non-executed order by a third party, on the understanding that any additional costs, including express shipping costs, arising from such order placed with a third party shall be invoiced to the Supplier.

3-2 [Procedure]: Each delivery of goods must be accompanied with its delivery order showing the necessary information pertaining to parcel identification: namely the purchase order number, the exact product name, the precise amount, nature and quantity in each parcel, the carrier’s name and more generally any other information requested by FENDI. The delivery form must be clearly displayed in a visible manner on the outside of the parcels. It is the Supplier’s responsibility to prove by any means that the service has been performed and/or that the goods have been delivered (job sheet, document, minutes, etc.). 


4) Transfer of title / Transfer of risk:

Unless otherwise stated on the purchase order, transfer of title of the goods and risk of loss takes place upon acceptance of the delivered goods and/or the provided service after inspection notwithstanding any retention of title clause. The Supplier progressively assigns to FENDI, as and when any work is created in connection with the provision of services that are the subject-matter of the purchase order, all proprietary intellectual property rights pertaining thereto, including in particular (i) rights of reproduction, including the right to adapt and translate, by any means and on any media, by any methods, whether known or unknown as at the date hereof and (ii) performing rights, by any methods, whether known or unknown as at the date hereof. This assignment applies on a worldwide basis and shall be effective throughout the entire term of protection granted currently and in future to authors under the laws of the State of New York. Unless otherwise stated in the purchase order, the consideration for this assignment is included in the price stated on the purchase order in respect of the services. Concurrently with the assignment of the intellectual property rights, the supporting documents, such as the reports, models or other documents or items of the creations shall be handed to FENDI and shall become the latter’s property.


5) Price:

Prices are negotiated in good faith and are firm, fixed and final. Unless otherwise stated in the purchase order, the prices are understood to be exclusive of taxes, where applicable inclusive of packaging, site delivery or DDP (ICC 2010 Incoterms) at the delivery address stated on the purchase order. Packaging means any packaging necessary for the proper protection of the goods during their storage, as well as any appropriate packaging for shipment, the characteristics of which may have been communicated by FENDI. 


6) Invoicing and Payment: 

As for the delivered goods and/or completed performance of the services, the Supplier shall issue and send an invoice to FENDI by 20th day of every month. As for the invoice FENDI received by 20th day, FENDI shall pay the invoice by the 20th day of the following month, by wire transfer to the bank account designated by the Supplier. If the 20th day is bank holiday, FENDI shall pay in the following business day. FENDI shall bear the transmission fee for the payment.


7) Inspection:

Inspection of the goods delivered and/or services provided shall be conducted by FENDI within seven (7) days after delivery or service completion (“Inspection Period”). In the event that the inspection shows quality defects, instances of non-conformity, or substandard performance of the services, FENDI may request either replacement of the goods, or a new performance of the services, or the issue of a credit note amounting to the value of the goods returned or non-compliant services provided, without prejudice to any costs that may be incurred by FENDI and the compensation of any loss suffered by it. As for the hidden defect(s) which cannot be discovered within the Inspection Period and be discovered within twelve (12) months from the delivery, FENDI shall send a written notice of such hidden defect(s) to the Supplier in order to be entitled to the remedies mentioned in this Paragraph 7.
 

8) Warranty:

Unless otherwise stated in the purchase order, the goods and/or services are guaranteed against any defects in materials, manufacturing, design and/or infringement of third parties’ intellectual property and against the consequences arising from these defects, for a period of twelve (12) months as of the date of acceptance of delivery by FENDI. For the purposes of this warranty, the Supplier shall replace or repair the goods that are acknowledged to be defective, free of charge. This warranty also covers any handling and shipping expenses. 


9) Liability and Insurance:

The Supplier is solely liable for damages caused to FENDI and third parties in connection with the execution of the order and guarantees FENDI against any recourse and action brought against the latter in respect of its acts and omissions, for the entire time during which FENDI may be held liable. Prior to the start of any execution of the order, the Supplier shall take out and maintain in force a general civil liability insurance policy and any other insurance policy that may be required for the coverage of risks relating to its activity, including a damage insurance policy for goods entrusted to it in connection with the performance of its obligations. Upon FENDI’s first request, it must provide a statement issued by its insurer specifying the coverage, exclusions and amounts insured, such insurance policies not being deemed to be a limitation of the Supplier’s liability. 


10) Confidentiality and intellectual property:

The Supplier undertakes to observe strict confidentiality in respect of all data or information to which it has access in connection with the execution of FENDI’s orders. It is understood that the Supplier shall not, through the execution of FENDI’s orders, acquire any intellectual property right pertaining, in particular, to Fendi trademarks, logos, patents, drawings, designs, samples, prototypes, plans, standards and models (hereinafter the “Distinctive Signs”). Any usage of the Distinctive Signs, creations and tools beyond the scope of the strict execution of FENDI’s orders shall constitute an infringement and may give rise to civil and criminal proceedings, in addition to damages and interest to compensate for losses suffered by FENDI. All Distinctive Signs, creations and tools, and generally any property whatsoever provided to the Supplier by FENDI shall (i) bear a permanent mark affixed by the Supplier indicating FENDI’s ownership and (ii) be mandatorily returned to FENDI on first request. Supplier expressly acknowledges that Fendi Distinctive Signs have obtained enormous prestige at the national and international level and therefore undertakes not to implement and to ensure that no collaborators, employees, sub-suppliers or sub-contractors implement any actions that may in any way discredit or affect their prestige or image. The Supplier may not post or indicate the fact and the content of transaction between FENDI and the Supplier on its web-site or other analogous media without FENDI’s prior consent.


11) Subcontracting:

Any subcontracting shall be prohibited unless the Supplier obtains FENDI’s prior written consent. Even in case where FENDI gives such consent, the Supplier shall still assume sole liability for any subcontracting. It shall contract with the said subcontractors in its own name and on its own behalf and shall remain solely liable vis-à-vis FENDI for the quality of their work, to the same extent as if the Supplier had performed the work itself. The Supplier shall provide FENDI with a list of all subcontractors engaged. It is understood that the Supplier warrants to FENDI that its subcontractors and suppliers comply with the present T&C. The Supplier warrants that it shall ensure subcontractors’ awareness of the exclusive intellectual property rights held by FENDI over the FENDI brand, its logo, and it’s other Distinctive Signs. 


12) Termination:

Each party may immediately terminate the relationship based on this T&C and the individual transaction by a purchase order in whole or a part without any prior notification or demand, in case the other party (the “Defaulting Party”) falls into any of the following categories: 

(a) the Defaulting Party commits a breach or default of this T&C or the individual transaction by a purchase order, and regardless the demand from the other party in writing to cure or perform within reasonable period, does not cure or perform within such period;
(b) the instrument or check of the Defaulting Party is dishonored or suspended;
(c) a petition is filed to the court for attachment, provisional remedy or public sale of the Defaulting Party’s assets from a third party;
(d) a petition is filed to the court for bankruptcy, special liquidation, corporate reorganization proceeding, civil rehabilitation proceeding or any other legal bankruptcy proceeding of the Defaulting Party;
(e) the Defaulting party suspends or ceases its business;
(f) it becomes clear that any antisocial force (meaning a group to seek economical interest by using violence, force and fraudulent measure) practically relates to the operation of the Defaulting Party;
(g) the financial condition of the Defaulting Party becomes or is expected to become significantly worse;
(h) the authority concerned cancels or suspends the business license of the Defaulting Party; or
(i) any circumstance equivalent to any of the above categories makes it difficult to continue transaction based on this T&C and a purchase order. The expiry or termination of the transaction based on T&C and a purchase order shall not relieve the Supplier from its existing obligations until the effective date of the termination or expiry. 


13) Governing law and jurisdiction:

The transaction based on this T&C shall be governed by the laws of the State of New York, without regard to the principle of conflict of laws, and any and all dispute or controversy in connection with or arising from this T&C shall be solved at the courts of the State of New York and of any federal court located therein with exclusive jurisdiction of the first instance. 


14) Labour regulations:

The Supplier ensures FENDI that the working conditions of direct employees and those employed by any sub-suppliers/sub-contractors shall comply with current laws and with legal provisions concerning black-market labour to thereby ensure that they do not avail themselves of any workers without work permits or permits of stay for production purposes. Supplier also undertakes not to use and to ensure that any sub-suppliers/sub-contractors do not use child labour. Supplier, more specifically, certifies its compliance with all the applicable provisions of applicable labour laws and at least with standard set forth by International Labour Organisation. At FENDI’s request, the Supplier shall submit a certificate evidencing its compliance with legislative provisions for the suppression of clandestine labour. The Supplier agrees to communicate to FENDI, on request, any such document concerning the Supplier or any of the Supplier’s employees assigned to the performance of an order as shall be requested by any Government authority. 


15) Compliance:

Supplier undertakes to comply with environmental laws applicable to the area in which such operates and, more specifically, concerning industrial sites, waste disposal and management, wastewater disposal, emissions into the atmosphere, protecting the land and sound pollution. Supplier shall ensure that any sub-contractors/sub-suppliers comply with this Article. 


16) Fendi's Supplier code of Conduct:

Supplier however acknowledges awareness of and undertakes to comply with and diffuse the FENDI Suppliers' Code of Conduct, available on the website: click here to read the Suppliers' Code of Conduct. FENDI reserves the right to check compliance with the aforementioned principles and to ensure such compliance at any time. Supplier shall provide the information required and ensure access to FENDI representatives wishing to ensure compliance with the provisions laid down in the Supplier’s Code of Conduct. Supplier shall consent to improvement and correction of any breaches found. 

By way of demonstrating compliance with the Supplier’s Code of Conduct, Supplier shall keep suitable records. Supplier shall provide FENDI representatives access to full, original and accurate information.

Compliance with the principles contained therein is essential and, therefore, any failure to comply by Supplier and/or any sub-contractors and/or employees and/or collaborators of any kind shall entitle FENDI to immediately terminate the orders made pursuant to these T&C, without prejudice to the entitlement of FENDI to claim compensation for damages.


17) Miscellaneous:

For the purposes of execution of orders, confirmation, notification and other communications, the parties respectively elect the registered office of their company as stated on the purchase order as their address for service. Any non-reliance by the parties on any of these T&C of purchase shall not be construed as a waiver of the right to subsequently rely thereon. Any nullity of any of these terms and conditions shall not entail nullity of the entire provisions of the T&C.

SUPPLIER’S CODE OF CONDUCT

Fendi North America, Inc., with its registered office at 555 Madison Avenue, New York, New York 10022U.S.A. (hereinafter "FENDI" or the “Company”), has agreed to abide by moral and ethical values in the management of the Company, based on fairness, honesty, transparency and in compliance with the standards in force at the national and international level. Therefore the Company expects its suppliers to respect and adhere to the same philosophy, respecting and enforcing such principles in the management of their own companies.

This Supplier’s Code of Conduct is the expression of the Company’s principles and values and requires strict compliance with these standards by all of the Company’s suppliers, their factories, subcontractors, as well as their own suppliers (hereinafter collectively the “Suppliers” and individually the “Supplier”).

FENDI participates in the LVMH Group program called “LIFE” (“LVMH Indicators for the Environment”). The LIFE program (please refer to the website: (http://www.lvmh.com/group/lvmh-commitments/environment/) was developed to include environmental factors in management processes, in a more effective and timely manner, as well as to facilitate the development of new environmental management tools. FENDI therefore expects its Suppliers to respect and adhere to the same philosophy, committing to respect and enforce such principles, in managing their companies.

Any breach or violation of this Code and/or of national or international standards by our Suppliers may potentially cause an immediate termination by the Company of the business relationship.

It is understood that this Supplier’s Code of Conduct requires the Suppliers to respect any applicable national or international law, as well as the Conventions of the International Labor Organization, the Universal Declaration on Human Rights, the guiding principles of the OECD and the principles of the Global Compact; in case of conflict, the highest workplace standard rule shall apply.


EMPLOYMENT REQUIREMENTS AND RESPONSIBILITIES

Suppliers shall follow the rules and codes of conduct described in the international ethical standard SA 8000. Suppliers are particularly required to comply with the laws, regulations and usual practice in terms of work in force in their own countries, and in particular the following rules which are considered by the Company as fundamentally important. Any reference to “employees” of the Supplier shall also include contractual, temporary and foreign workers.

(Forced Labor) The use of labor with no work permit, or in another social and occupational group or geographical zone than the one mentioned on the work permit, is strictly prohibited. The use of forced labor by our Suppliers, whether obtained under the threat of punishment, withholding identity papers or travel documents, requiring workers to deposit a bond or any other constraint is strictly prohibited.

(Child Labor) Work by children under the age of 15 is strictly prohibited. In countries where local laws set a higher age for child labor or impose mandatory education beyond the age of 15, this higher age will apply. Our Suppliers may provide legitimate workplace apprenticeship programs for educational benefit that are consistent with Article 6 of the ILO Minimum Age Convention No. 138 or light work consistent with Article 7 of ILO Minimum Age Convention No. 138.

Our Suppliers may employ juveniles who are older than the applicable minimum age but are younger than 18 years of age, provided they do not perform work that might jeopardize their health, safety or morals, consistent with ILO Minimum Age Convention No. 138. Our Suppliers shall not require juvenile workers to work overtime or perform night work.

Our Suppliers shall maintain official documentation for every worker that verifies the worker’s date of birth. In those countries where official documents are not available to confirm exact date of birth, our Suppliers will confirm age using an appropriate and reliable assessment method.

(Harassment and Abuse) The Company expects its Suppliers to treat their employees with respect and dignity. Our Suppliers may not allow or engage in any kind of corporal punishment, psychological, or physical harassment or any other kind of abuse toward their employees.

(Discrimination) The Company expects its Suppliers to treat all employees equally and fairly. Suppliers may not practice any kind of discrimination in relation to hiring, access to training, promotion, dismissal, based on gender, race, religion, age, disability, sexual orientation, gender identity, political opinions, nationality, social or ethnic origin, or any other classification protected by local law. Our Suppliers shall not require pregnancy or medical tests, except where required by applicable laws and regulations or prudent for workplace safety, and shall not improperly discriminate based on test results.

(Wages and benefits) As a minimum, Suppliers shall pay regular wages, pay for overtime, and provide workers with all benefits to the extent legally required by the Supplier’s local laws If there is no legal minimum wage or overtime pay in the country of origin, the Supplier shall ensure that the wages are at least equal to the average minimum in the industrial sector in question and that overtime pay is at least the same as the usual rate of pay. Deductions from wages shall be limited to those allowed by applicable local law and are not to be made for disciplinary purposes.

(Freedom of Association Company expects its Suppliers to respect and recognize the right of each employee to negotiate collectively, to create or join the union organization of their choice and without penalty, discrimination or harassment.

(Health and Safety) Based on the specific risks present in their industrial sector, Suppliers shall provide a safe and healthy workplace to avoid accidents or bodily injuries which may be caused by, associated with, or result from the work or from handling the equipment. The Supplier shall set up systems to detect, avoid or neutralize any threat to their employees' health and safety and comply with local and international regulations and laws currently in effect. The same principles will apply to Suppliers who provide housing to employees.

(Working Hours) In relation to working hours and overtime, Suppliers shall comply with the limits set by Supplier’s federal and local laws. Suppliers may not impose excessive overtime. The total number of hours worked per week may not exceed 60 hours, including all overtime, and at least one day off in every seven-day period, or in both cases, the maximum established by the laws in effect in the country. All overtime must be voluntary. Our Suppliers shall offer vacation time, leave periods, and time off for legally recognized holidays.


WORKING METHODS

Suppliers shall conduct business in a loyal manner, in all sincerity, with diligence, efficiency and rectitude. Suppliers will particularly pay attention to the following themes:

(Legal Requirements) The Company expects its Suppliers to act in full compliance with the law. Our Suppliers shall abide by all federal, local and international laws.

(Preparation of Financial Records): Any administrative functions, including document preparation for accounting purposes, shall respect the laws and regulations in force, comply with Generally Accepted Accounting Principles, and transparently, clearly, and accurately represent the Company’s business.

(Relations with the public administration) Suppliers shall not offer, directly or through an intermediary, money or any other advantage of any kind to a public agent, to his/her family, or to any other person related to him/her. Further, Suppliers shall not seek or establish personal relationships of favor, influence, or intrusion with the objective of earning, directly or indirectly, the business activity.

(Subcontractors) Suppliers shall receive the Company’s documented approval before subcontracting any part of the manufacturing process. FENDI’s approval is subject to acceptance by the subcontractors of this code of conduct and all other applicable conditions.

(Customs and Security Authorities) Suppliers shall comply with applicable customs laws, including those relating to imports and the ban on the transshipment of merchandise into the country of import.

(Anti-Corruption) Suppliers understand that anti-corruption and anti-bribery laws shall apply worldwide, prohibiting corruption of government officials as well as between private operators. In particular, prohibited activities generally consist of paying or offering an amount of money or other tangible goods, directly or indirectly, to (i) government officials, in order to affect their decisions as to authorize or continue a certain business, or to (ii) private persons, whether individuals, companies or other entities, to induce them to improperly fulfill their obligations connected with a certain business or organization, as well as with an employment relationship or a public function. Suppliers agree to condemn and act against corruption in all forms, including extortion and kickbacks.


CONFIDENTIALITY – INTELLECTUAL PROPERTY

Our Suppliers shall respect intellectual property rights and safeguard customer information. Our Suppliers shall handle products in a manner that protects intellectual property rights.

Any information – project, document, sample, prototype, etc. - brought to the vendor’s knowledge in the course of the fulfillment of its contractual obligations, should be considered confidential and treated as such.

Suppliers may not use distinctive signs, images, or logos belonging to the Company or used by it in the course of its activities – including, but not limited to, the ‘FENDI’ ® trademark and ‘FF’® logo –for any purpose not specifically authorized in writing by the Company. Suppliers will destroy, at the Company’s request, any items manufactured which carry its distinctive signs, images, or logos.

The contract with Supplier shall not grant the Supplier any intellectual property rights to aforementioned distinctive signs, images, or logos – specifically but not limited to drawings, products, prototypes, samples, projects, plans, equipment, pictures, norms, and tools. The use of such elements out of the contractual work constitutes a breach of contract, a patent infringement, and may give rise to civil and/or criminal proceedings.


ENVIRONMENTAL REQUIREMENTS AND RESPONSIBILITIES

The Company expects its Suppliers to share its commitment to a clean and safe environment. FENDI encourages initiatives to reduce the impact on the environment, particularly through the use of environmentally-friendly technologies.

Suppliers shall agree to respect local and international environmental regulations and standards. Suppliers shall further be able to prove the effective implementation of the following requirements, where applicable:

  • The existence of an environmental management system, possibly ISO 14001 or EMAS certified.

  • Proper waste management, with special attention to hazardous waste and emissions which may not be dumped or discharged in an unlawful manner.

  • Employees whose work has a direct impact on the environment shall be trained, competent and have the necessary resources to do their jobs.

 

PRODUCT COMPLIANCE

Suppliers shall comply with international standards concerning chemistry and physics, and in general products and packaging requirements, aiming to protect human health, environment and consumer safety, such as REACH, Prop 65 GB, etc.

(Animal welfare) FENDI, as member of LVMH Group, adheres to the animal welfare principles established by the non-profit organization “Business for Social Responsibility” (http://www.bsr.org/files/work/SLWG_Animal_Sourcing_Principles.pdf). Any Supplier providing the Company with animal materials shall also adhere to such principles.

(Traceability) Any Supplier providing the Company with raw materials shall promote and implement the traceability of the raw material provided, both in its own and in its’ subcontractors supply chains.


INSPECTION AND AUDIT

(Inspection) The Company reserves the right to verify adherence to these principles and to conduct compliance audits at any time without notice. Suppliers shall supply the necessary information and grant access to Company representatives who seek to verify compliance with the requirements of this code. Suppliers agree to improve and correct any deficiency discovered.

(Access to information) Suppliers shall keep proper records to prove compliance with this Code of Conduct. Suppliers shall provide access to complete, original, and accurate files to our representatives and shall not obstruct any interview or questioning of the supplier’s employees by our representatives in connection with this code.

The Fendi companies (hereinafter, jointly, “Fendi”) are committed to conducting business in a lawful, ethical, and responsible manner. Our suppliers are requested to respect and adhere to the same business philosophy in the operation of their businesses.

 

Consistent with our commitment, Fendi conducts an ongoing internal assessment of its direct supply chain aimed, among other things, at understanding the potential challenges in a global supply chain of the risks of human slavery and trafficking. The United Nations defines “trafficking" as an act of recruiting, transporting, transferring, harboring or receiving a person through a use of force, coercion or other means, for the purpose of exploiting them. Every country is affected by human trafficking, and men, women, and children can fall victim. In that regard, we regularly review government reports and updates from expert organizations and companies dedicated to social compliance issues.

 

We have a specific section in our Code of Conduct dedicated to suppliers which is based upon principles of ethical business practice and recognition of the dignity of others (hereinafter, the “Section)”. The Section specifically prohibits the use of convict indentured, slave, bonded, involuntary or forced labor, human trafficking, child labor, and harassment and abuse and requires compliance with applicable laws and regulations. We require our direct product suppliers and manufacturing facilities to agree and abide by our Code of Conduct and the above mentioned Section and to certify that they have obtained from their suppliers and subcontractors written assurances to also commit to those principles. Fendi does not and shall not tolerate illegal and child labour practices, taking an active role in combating the issue in question. Fendi calls upon all external collaborators, suppliers, customers and partners, Italian or foreign, to specifically comply with applicable legislation currently in place and to actively combat illegal and child labour practices. Fendi further requests that all suppliers are committed to ensure that Fendi products are manufactured in accordance with the principles outlined by the “CHILD LABOUR FREE” program established by the International Labour Office.

 

Fendi has engaged one of the most respected third-party auditing firms to perform announced, partially announced, and unannounced audits to estimate the compliance with our Code of Conduct and our Section. We expect our suppliers to respect any compliance dispute identified during an audit or reaudit. Failure to address and correct violations of Fendi Code of Conduct and our Section can result in a reconsideration of our business relationship with such suppliers up to and comprising the termination of such business relationship. However, constant enhancement is a strong belief of our compliance program. During the last years we have performed more than 200 audits, thus for the next year we intend to enhance such number.

 

We maintain internal accountability standards and procedures for employees regarding our commitment to the principles set forth in the Code of Conduct. In addition, Fendi maintains confidential channels for employees and suppliers to anonymously report related concerns.

 

We provide training to employees and management who has direct responsibility for supply chain management of direct finished goods geared toward raising awareness of the risks associated with human trafficking and slavery in supply chains, identifying potential risks, and addressing those risks if human trafficking and slavery are suspected.