NOMINATED TRIMMINGS REGULATION

SAMPLING REGULATION

SAMPLING PROCESS

Prior to placing any order from Desigual shall request sampling units or developments to
the Nominated Supplier in order to manufacture the corresponding samples for internal
purposes. The Nominated Supplier expressly accepts to deliver such samples to our
Finished Product Supplier or Desigual, depends of each case and according to the terms
and conditions set forth in Annex I.

SMS ORDERS

Once we made our internal collection selection we will proceed with SMS orders. In this
process the Finished Product Supplier send to the Nominated Supplier the orders from
SMS.

In order to save time & to guarantee the required delivery date for SMS, Desigual will be
proceed to advance the quantities of meters for SMS. You will receive all advances as
format in Annex II

SMS process are make 70 pieces from style for our internal showroom in order to show
and decide the final quantity to purchase.

In this process the buyer is the Finished Product Supplier and the payment will be
directly between the Finished Product Supplier and Nominated Supplier.

When the Nominated Supplier send the samples of SMS to the Finished Product
Supplier, the following must be included in the shipping documents;
A. All samples of SMS be delivered separated by colours, articles and
consignments or shipments. This information must appear on the packing list.
B. Packing List
C. Proforma Invoice (original)
D. Each piece or samples must have a supplier’s identification label stating:

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 ** IMPORTANT REMINDER: Must be type-written (never
hand-written)

Number collection (in the case that you have)

Supplier
Article name
Description article
Quantity
Color

D. In cases where the trimmings are being delivered in boxes, the identification label on
the box must indicate the same information as point E.

PRODUCTION REGULATION

NOMINATED TRIMMING PROCESS

The nomination of trimmings to Finished Product Suppliers is a process that is very

convenient for all parts involved, since allows each part to doing their best. To make
this process as smooth as possible, we have prepared these recommendations and
regulations.
1. When we nominate one of your trimmings, we inform the Finished Product
Supplier about the technical information, the agreed quality and agreed
prices/deliveries.
You have to keep same agreed prices with Desigual during all process that your
trimming will be nominated, and also guarantee the lead times confirmed. From
this moment, all following agreements have to be established between the two
parts, since Desigual will not take any further responsibility.
We recommend to sign contracts that clearly (and in details), specify all your
agreements: delivery terms, payments conditions, responsibilities.
2. As soon as confirmed, we will notify when we nominate one of your trimmings to
our Finished Product Suppliers.
From this moment on, the Finished Product Supplier will be the only buyer. If
you have unusual difficulties, or you don’t receive orders from Finished Product
Supplier, please contact us.

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 3. In this process the Finished Product Supplier is the buyer,
but Desigual is the only ones that can approve any modification to the
conditions, any modification of developments or to the quality.

4. We expect to have a feedback from our Nominated Suppliers regarding the

Finished Product Suppliers. This helps us and Desigual’s team to improve our
working procedures, and to know better our suppliers.

5. Of course, it’s essential to create a relationship of trust and mutual cooperation

between the Nominated Suppliers and the Finished Product Suppliers, for the
health of the nomination system.

!!!! Your responsibility as a Nominated Supplier

When we decide on all the trimmings nominated for each season, you will need to
submit a set of three copies for each style and measure of all nominated products, in
order to establish it as a quality master for our Quality Department.
Also will be established the plating chart for each season, having to send a plating
countertype in order to be approved. Once all plating have been approved, you must
send a set with three copies to establish it as a plating quality master for the entire
season. It will be your obligation to follow the approved quality and plating standard.

NEGOTATION

All prices for nominated materials have to be negotiated by Raw Materials Department.
The price will not be considered as agreed with Desigual, if it has not received the
agreement from Raw materials.
If during the sample process, you have to do any variation made that may affect prices,
is the obligation of the Nominated Supplier to notify to Raw Materials Dpt. in order to
obtain approval of the new price.
Failure to communicate variations prices in the established manner will mean that is not
accepted, and fixed the last agreed price.
You have to keep the agreed prices during all season, during all process that your
fabric will be nominated.

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The negotiations will receive them in this type of format

PHYSICAL AND CHEMICAL ANALYSES

The Nominated Supplier shall provide all technical certificates, physical and chemical
parameters required by the Quality Department.

Is your obligation as Nominated Supplier pass all information in English and be

typewritten (never hand-written)

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The Nominated Supplier shall accept liability for all of the results of physical and chemical
analyses even when they have been previously approved by Desigual, as well as for the
damages and losses caused to Desigual and/or third parties.

The PRODUCTS must not contain any kind of harmful substance and must comply with
the limits stipulated.

If Desigual or the Finished Product Supplier, detects harmful substances in the

PRODUCTS, it will decide whether the Nominated Supplier will carry out the necessary
action to eliminate said substances. In any case, the Nominated Supplier undertakes to
bear any costs arising therefrom (for example product repair costs, the costs of physical
and chemical analyses and so) as well as any penalties that may be applicable.

If, as a consequence of eliminating harmful substances, the PRODUCTS are not in

accordance with the order forms, specifications sheets and/or any additional specification
required by Desigual, it may reject the order and we will apply the correspondent penalty
that will be managed by the Finished Product Supplier.

INSPECTIONS

Desigual reserves the right to conduct inspections at the facilities in which Nominated
Supplier manufactures the PRODUCTS without the need to give the latter prior notice.
The Nominated Supplier authorises said inspections and accepts them being carried out
by inspectors appointed exclusively by Desigual.

PAYMENT CONDITIONS FOR NOMINATED FABRICS

We recommend establish type of flexible payment terms to make it easier for the
Finished Product Supplier to have more advantageous conditions in the case of
nominated materials.

Try to avoid prepayment before shipment of bulk, because you force to our Finished
Product Suppliers to pre financing and we cannot promote the nominated process. It’s
possible that you lose possible orders for this aspect.

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 PENALTIES

If there are trimming quality problems in bulk, or delays in the delivery, the Finished
Product Supplier usually has to send to Desigual (Spain) the products by air, which is
very costly. In this case, the nominated supplier has to face its responsibility.
In this event, please inform us the soonest, so we can help you trying to avoid (or
minimize) the problem.
In case that the quality won’t be acceptable by Desigual and/or will be delays in the
productions and/or any problem that involves a penalty, this will be managed by the
Finished Product Suppliers. As long as the cost has not been borne by Desigual. In that
case it will be Desigual who will apply the penalty directly to the Nominated Supplier.

DEFECTIVE PRODUCTS

Defective PRODUCTS detected prior to shipment

It is essential that, prior to delivery of any product, the Nominated Supplier must
conduct exhaustive quality control and refrain from delivering defective PRODUCTS to
the Finished Product Supplier in accordance with Desigual quality approved.

!!!! Your responsibility as a Nominated Supplier

In the event that you are a Nominated Supplier for zippers, it is your obligation to
send all pullers wrapped with an individual protection for each piece in order to
avoid quality problems in the plating during the shipping process

The Nominated Supplier accepts responsibility for all parameters on the materials of
which the PRODUCTS are composed even when they have been previously approved
by Desigual.

The existence of defective PRODUCTS does not exempt to Nominated Supplier from
its obligation to manufacture and supply the PRODUCTS in accordance with the
accepted order form.

Defective PRODUCTS detected on the Finished Product Suppliers

If confirms the existence of defective PRODUCTS, the Nominated Supplier shall

immediately supply remedied PRODUCTS to Finished Product Supplier; otherwise the
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 Nominated Supplier shall bear all PRODUCTS costs together
with any material costs in relation to the total styles to be cancelled due to defective
PRODUCTS and/or quantity defects.

EXCLUSIVITY

All developments made by Desigual must be considered exclusive and, in any case, shall
be part of Desigual’s intellectual property rights. In order to ensure worldwide exclusivity
for the PRODUCTS designed by Desigual, the product supplier may not:

- copy or reproduce the designs sent by ABASIC under other trademarks and,
consequently, take advantage of the image of “Desigual”.

- use the “Desigual” mark to identify any kind of article not authorised by ABASIC.

- sell PRODUCTS designed by order or produced with the authorisation of Desigual

directly or indirectly to third parties without ABASIC’s prior, written consent.

Any infringement of the aforementioned principle of exclusivity shall result in the

immediate cancellation of all orders, notwithstanding that Desigual may claim
compensation for the damages and losses arising from said breach.

If the Nominated Supplier resells the PRODUCTS to third parties through on-line sale or
any other distribution channel not authorised by Desigual, the latter will be entitled to
charge the Nominated Supplier a penalty.

RIGHTS

Nominated Supplier assigns to DESIGUAL, S.L.U. and other companies of the

Desigual Group all the industrial property rights and the intellectual property
exploitation rights over the Materials listed below, on an exclusive basis, worldwide, for
all product categories of the Desigual Group, and expressly consents said assignment
to any company of the Desigual Group. The aforementioned assignment includes all
intellectual property exploitation rights over the Materials, including rights of
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 reproduction, distribution, public communication,
transformation and availability to the public.
Likewise, the Nominated Supplier warrants in favor of the Desigual Group that: (i) is the
titleholder of all the industrial and intellectual property rights over the Materials, (ii) is
fully entitled to assign them to the Desigual Group, and (iii) the Materials are original
and free of all kinds of charges, liens, withholding or any other rights in favor of third
parties and do not infringe any industrial and/or intellectual property right, commercial,
industrial or business secret or, in general, any right third party or any kind. Moreover,
the Nominated Supplier undertakes to refrain from using the Materials, totally or
partially, to its own benefit or that of a third party, and will refrain from disclosing,
selling, assigning, transforming, copying, exploiting the same or otherwise disposing of
them in any way.

NON-DISCLOSURE

The parties agree to protect the other’s confidential information in the same way as
they protect the confidentiality of similar information and/or their own data CONTACT
Any questions, incidents or problems during the process, please contact the Raw
Materials Department whose contact details are specified below

EVA BLANCO TRIMMINGS e.blanco@desigual.com

JULIO REY TRIMMINGS j.rey@desigual.com
MAMEN ALVAREZ TRIMMINGS md.alvarez@desigual.com
CRISTINA FUENTES RAW MATERIAL MANAGER c.fuentes@desigual.com

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NOMINATED TRIMMINGS REGULATION| DESIGUAL SUPPLIER’S BOOK | JULY 2019 │Valid from SS20
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ACCEPTANCE

ABASIC, S.L.
Att. RAW MATERIALS DEPARTMENT
Passeig del Mare Nostrum, 15
08039 Barcelona (Spain)

In [TBC], on [TBC] of 2019

NOMINATED TRIMMINGS REGULATION– Acceptance

We refer to Nominated Trimmings Regulation, corresponding to the version indicated below, at

our disposal, and we commit to its strict compliance, in all of its terms and conditions, signing
the same as a sign of acceptance.

Sincerely,

[COMPANY NAME OF SUPPLIER]

[STAMP AND SIGNATURE]

_______________
Mr. / Ms. [Legal authorized representative of the Company]

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