HAVAIANAS SELECTIVE DISTRIBUTION POLICY
Basics and Principles
Alpargatas Europe, S.L.U. (hereinafter, “Alpargatas”) set up a Selective Distribution System (“SDS”) for the European Economic Area (“EEA”), United Kingdom (“UK”) and Switzerland for all products bearing the Havaianas brand (“Havaianas Products” or “Products” and “Brand”). Under the SDS, the distribution and sale of Havaianas Products is reserved to distributors and resellers (i.e. retailers) that comply with certain specified criteria (the “Criteria”), which are designed to protect and enhance the image and reputation of the Brand.
1. SDS BASICS
The SDS is composed of certain Authorised resellers and distributors who comply with the applicable Criteria and are appointed by Alpargatas as SDS members. All such Authorised resellers and distributors (as well as all their points of sale, including online sales) must comply at all times with the applicable Criteria (as might be reasonably amended and updated by Alpargatas from time to time). Also, they can sell Havaianas Products only to the final customers or to other Authorised resellers or distributors.
This means that Authorised resellers and distributors shall not sell Havaianas Products to non-Authorised resellers or non-Authorised distributors. Those resellers or distributors within the EEA, UK and Switzerland who have not been appointed by Alpargatas as Authorised resellers and/or Authorised distributors cannot distribute or sell Havaianas Products within this territory.
The SDS provides for three types of Authorised operators:
- Authorised Reseller (“AR”) is a retailer that complies with the applicable Criteria for ARs and has been appointed as such by Alpargatas for the sale of Havaianas Products. Any point of sale (physical or online) operated by an AR that complies with the applicable Criteria is an Authorised Shop (“AS”).
- An Authorised Distributor (“AD”)is a wholesale distributor that complies with the applicable Criteria for ADs and has been appointed by Alpargatas for the sale of Havaianas Products to ARs.
- An Authorised Marketplace (“AMarketplace”) is a marketplace that complies with the applicable Criteria for AMarketplaces and has been appointed by Alpargatas as such.
The Criteria applicable to the sale and distribution (including online sales) of Havaianas Products are set forth in the Havaianas Distribution Policies.
You need to fulfil and follow the requirements specifically defined in the relevant Distribution Policy applicable to your commercial format for the distribution of Havaianas Products.
The Distribution Policies are complemented by the following documents:
- Visual merchandising and etailer guidelines, which may be included in one or more documents, and include further detailed Criteria concerning how the Havaianas Products must be sold (either online, through websites or on Marketplaces, or in brick-and-mortar stores). Alpargatas will reasonably review and update these guidelines from time to time; and
- Marketing Manual, which contains an explanation of the Havaianas Brand history, of market positioning, Havaianas Products’ features and other information and indications that will help the employees present the Havaianas Products to the potential customer in an attractive manner. Alpargatas will reasonably review the Marketing Manual and update it from time to time.
2. SDS PRINCIPLES
ARs and ADs are entitled to sell Havaianas Products in accordance with the rules set forth below:
- ARs are entitled to sell Havaianas Products within the EEA, UK and Switzerland to any other AR, to any AD or to any end customer. The ARs shall not sell Havaianas Products within the EEA, UK and Switzerland to any purchaser that is not an AR, an AD or an end customer. Sales to customers located outside the EEA, UK and Switzerland are prohibited.
- ADs are entitled to sell Havaianas Products within the EEA, UK and Switzerland to any AR and to any other AD. The ADs will only be entitled to sell Havaianas Products within the EEA, UK and Switzerland to end customers if the ADs also comply with the criteria set forth for ARs in the applicable Distribution Policy. Sales to customers located outside the EEA, UK and Switzerland are prohibited.
- Sales through online marketplaces are not allowed, except for sales through the AMarketplaces where a prior specific authorization in writing is obtained from Alpargatas.
The ARs or ADs shall inform Alpargatas in case they receive an order from either a natural person or a legal person who is not AR or AD for a number of Products that is clearly above the number of Products that an end consumer would normally purchase. In that case, Alpargatas will study the situation with the AR or AD concerned in order to ensure such Products are not intended to be purchased by a non-Authorised reseller to be resold in the market.
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Last update: June 2024
HAVAIANAS SELECTIVE DISTRIBUTION POLICY
Distribution Policy for Retailers
All Authorised Resellers (“AR”) that sell Havaianas Products on a retail basis commit to comply continuously during the whole contractual period with the criteria defined in this Distribution Policy, as might be reasonably amended and updated by Alpargatas from time.
This Distribution Policy must be read together with the document “SDS Basics and Principles”. Capitalised terms not defined herein shall have the meaning given to them in “SDS Basics and Principles”.
1. CRITERIA FOR BRICK-AND-MORTAR SALES
1.1 Branding and Reputation
a. The AR should be known and respected by its target audience as a reliable and trusted destination to meet its expectations and needs.
b. The shop should build a reputation within its target audience for offering a wide range of products.
1.2 Location of the shop
The shop must be located in a premium location in a recognized commercial street, in a reputable shopping centre or first order commercial area.
1.3 Sales Personnel
a. The shop must have a sufficient number of sales employees during business hours, taking into account the surface area of the shop and the number of references and volume of Product sold at the shop.
b. The shop’s sales employees must have a proactive attitude and must behave in line with the image of prestige and exclusivity of the Brand. They must be able to properly explain to the clients the features and quality of the Products and the Brand heritage; they must also have a good knowledge of the assortment of Products available to the customers both in the brick and mortar and online shop (if applicable) and be able to advise customers about the specific Product which better suits their needs. In case Alpargatas provides any specific guidance as regards how to deal with clients, the shop’s employees shall comply with such guide.
c. During working hours, the shop’s sales employees must be tidy and clean and wear appropriate clothes, which must be neat, clean and in good condition at all times.
d. The shop’s employees must be familiar with the Marketing Manual.
e. In case Alpargatas organises trainings about the Products and the Brand, a sufficient number of the sales employees shall attend and participate in such trainings. The number of sales employees to attend and participate in the trainings shall be agreed between Alpargatas and the AR on a case-by-case basis.
1.4 Point of Sale and Display of the Products
a. Notwithstanding anything to the contrary contained herein, the shop’s main activity must be the sale of shoes, apparel and/or accessories.
b. In the event that the shop has a more general activity and sells different types of goods, or provides services (e.g. spas, hotels, gyms, health clubs, sport clubs and design stores), the Products will be located within the shop in a sufficiently sizable area devoted to the sale of shoes, apparel, sporting goods, lifestyle products and/or accessories (the “Devoted Area”), next to a distinctive sign of the Brand situated in a visible part of the shop in order to ensure the Brand is enhanced within the shop and/or, as the case might be, within the Devoted Area. In addition, such shop shall be consistent with the type of Product, the image and reputation of the Brand.
c. Any products displayed next to the Products must be similar thereto in terms of product category, reputation and image (examples of such brands for products similar to Havaianas are Quicksilver, Roxy and Reef). In particular, no food will be sold in the vicinity of the Products, at a distance of at least ten meters from the Products and taking all appropriate measures for avoiding that any kind of food is visible from any part of the area where the Products are displayed. In no case will food odours reach the area where the Products are displayed.
d. The Products must be displayed in the best possible location within the area of the shop dedicated to sporting goods or lifestyle products (or similar area displaying shoes, apparel or accessories).
e. The Products shall be presented in an organized manner, using the appropriate displays in line with Havaianas visual merchandising and etailer guidelines.
f. Alpargatas and the AR shall discuss which specific display is better suited for the shop.
g. The shop shall sell products from other brands adapted to its target clients, to preserve a coherent context where the reputation and desirability of the Products is maintained.
h. The shop must be open to the public in the usual operating hours and days in the context of the area where it is located.
i. The shop (or, as the case may be, the Devoted Area) and its decorative elements must generally comply with the image of prestige, notoriousness and exclusivity of the Brand.
j. The general design and atmosphere of the interior layout of the shop should be aligned with the expectations of its target clients and visually appealing thereto, facilitating a valuable shopping experience for the AR´s target client.
k. The shop layout and fixtures shall guide consumers to the relevant categories of the Products. There should be an adequate space between fixtures, a limited density of products and a clear checkout. The Products should be easily reachable.
l. The decorative elements, furniture, displays, and other materials to be used in the shop in connection with the Products must be approved by Alpargatas and shall comply with the criteria set forth in Havaianas visual merchandising and etailer guidelines or other indications Alpargatas may reasonably provide from time to time. They must be preserved, maintained and cleaned by the AR accordingly.
m. No goods must be sold or displayed in the shop that may affect negatively the image of the Products and/or the Brand.
n. Promotional materials and commercial initiatives for the Products shall be in accordance with Havaianas visual merchandising and etailer guidelines and in any case, appropriate in order to enhance the Brand. Moreover, all promotional materials and commercial initiatives must comply with the highest ethics standards. All promotional materials concerning the Products shall be approved by Alpargatas prior to their use.
o. The shop shall not sell any product whose brand, name or presentation may create confusion with the Products and/or the Brand.
1.5 Stock and Assortment of Products
a. The shop must have sufficient stock of the Products (including a reasonable range of sizes) to cover the expected demand of Products, taking into account the objective public, location, period of the year, shop size and other relevant circumstances such as the seasonality of the Products.
b. With sufficient time before the start of each season, Alpargatas shall provide the shop with a catalogue of the Products to be sold during the following season. The shop shall be free to choose the range of Products that will be selling the following season but must offer a consistent assortment during each season, taking into account the objective public, location, period of the year, shop size and other relevant circumstances such as the seasonality of the Products.
2. SPECIFIC CRITERIA FOR ONLINE SALES
a. The rules provided for in this section will apply to the online sale of Havaianas Products by ARs, in accordance with the SDS Basics and Principles.
b. All ARs will be entitled to carry out Internet sales only where the following conditions are met. In such case, the website will be treated as an Authorised Website (“AWeb”).
c. Mutatis mutandi, and without prejudice to the rules contained herein, the criteria applicable to the physical shop will be also applicable to the AWeb to the extent such rules are equally applicable to online sales or can be extrapolated to the online environment.
d. The AWeb must be seen to be the individual extension of the AR and must not be presented in such a way that it may be confused with the official website of Havaianas or Alpargatas. The domain name of the AWeb must not contain words coinciding or confusing with the Products or general with Alpargatas and Havaianas names and brands. The AWeb will not use copyrighted contents or materials belonging to Alpargatas, its affiliates or any company related to Alpargatas regarding the Products.
e. The AWeb shall only sell Products of the same image of image of luxury, reputation and exclusivity of the Products (and of the Brand).
f. In general, the AWeb will have a look and feel, aesthetics, colours, graphics, layout and general presentation in accordance with the image of luxury, notoriousness, reputation and exclusivity of the Products.
g. The AWeb will not use banners, visuals and other multimedia materials and elements related to the Products that Alpargatas has not provided or approved. This includes any picture or image of the Products, which must be of high definition. The AWeb will not include any modification or re-creation of the Brand, or of the distinctive signs or look and feel of the Brand or the Products.
h. The AWeb will provide full information of the Products and a complete description thereof. A table of sizes and other information needed to help the customer choose the right product must be available in the AWeb. Alpargatas may reasonably indicate from time to time the specifications to be included.
i. The AWeb will not have links to other websites, except as follows: there can be links to other corporate pages or websites of the AR provided that they do not contain elements damaging the image of the Products; if there are links to the websites of other brands, there shall also be a link to the official website of Alpargatas. In no case the so authorised links may lead to websites or pages with improper or inadequate content, including adult content, and in no case can these links be present in the Product’s dedicated pages.
j. The AWeb and the AR operating the AWeb will comply with all applicable legislation relating to e-commerce, including without limitation: consumer protection, product return, warranties, data protection, geoblocking and geofiltering, competition law, unfair competition and advertising.
k. The AWeb will comply with the highest standards in terms of service and good practices, including without limitation: on time shipping, safety of payments and information to the customer.
l. One employee shall be available for on-line counselling to potential customers at least during the usual working hours during working days. This employee must be familiar with the Marketing Manual.
m. All ARs shall comply with the specifications laid down in all Havaianas visual merchandising and etailer guidelines
3. SPECIFIC CRITERIA FOR SALES ON MARKETPLACES
a. The ARs will not be entitled to carry out Internet sales through third party websites or platforms (marketplaces) operated by third parties, except for sales through AMarketplaces where this has been previously and expressly authorised in writing by Alpargatas.
b. The rules provided for in this section will apply, mutatis mutandi, to the sale of Havaianas Products through AMarketplaces.
c. The list of AMarketplaces is included in Annex 1 to this Distribution Policy, which can be amended from time to time by Alpargatas with reasonable notice.
d. The sale in any marketplace without prior authorisation by Alpargatas or, where such authorisation has been obtained, in marketplaces not included in Annex 1 is explicitly unauthorised and the ARs shall refrain from effecting such sales in any manner.
e. Where sales through AMarketplaces have been authorised by Alpargatas, sales through AMarketplaces shall not be more than 40% of the ARs total business Alpargatas shall be entitled to monitor AR´s compliance with this rate and the AR shall cooperate and provide the necessary information for those purposes. For the avoidance of doubts, appropriate measures shall be adopted in order to ensure Alpargatas does not access to competitively sensitive information.
Last update: June 2024
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Annex I – AMarketplaces
- Zalando
HAVAIANAS SELECTIVE DISTRIBUTION POLICY
for Authorised Marketplaces
The rules provided for in this Distribution Policy will apply to websites or platforms operated by third parties (marketplaces) appointed by Alpargatas as Authorised marketplaces within Havaianas Selective Distribution System (“Authorised Marketplaces” or “AMarketplace(s)”) for the online sale of Havaianas Products by Authorised Resellers (“ARs”) expressly allowed to do so.
Hence, the Authorised Marketplaces commit to comply continuously during the whole contractual period with the below criteria.
This Distribution Policy must be read together with the document “SDS Basics and Principles”. Capitalised terms not defined herein shall have the meaning given to them in “SDS Basics and Principles”.
The list of Authorised Marketplaces is included in Annex 1 to this Distribution Policy, which can be amended from time to time by Alpargatas.
1. General Criteria
a. The AMarketplace must take all necessary steps to ensure that only ARs (and, where applicable, Authorised Distributors) that have been expressly Authorised by Alpargatas to sell through Authorised Marketplaces conduct sales of the Products on its website or platform.
b. The AMarketplace shall at all times comply with the highest standards in terms of service and good practices, including without limitation: on time shipping, safety of payments and proper and complete information to the customer.
c. The AMarketplace must demonstrate a proven ability to operate a high quality and high-volume marketplace seller service.
d. The AMarketplace should be known and respected by its target audience as a reliable and trusted destination to meet its expectations and needs.
e. The AMarketplace shall comply at all times with the specifications laid down in all Havaianas visual merchandising and etailer guidelines.
f. The domain name of the AMarketplace must not contain words coinciding or confusing with the Products or general with Alpargatas and Havaianas names and brands. The AMarketplace will not use copyrighted contents or materials belonging to Alpargatas, its affiliates or any company related to Alpargatas regarding the Products.
g. The AMarketplace shall comply with all applicable legislation.
2. Look and Feel and Presentation
a. The AMarketplace shall display products from other recognised brands adapted to its targeted audience and shall preserve a coherent context where the reputation and desirability of the Products is maintained.
b. The AMarketplace shall only sell products of the same image of luxury, reputation and exclusivity of the Products (and of the Brand).
c. The Havaianas Products should be displayed on a brand-specific e storefront (“Page”) of the Marketplace and should not be displayed alongside listings of other brands’ products. However, if the marketplace displays products from other brands next to the Products (e.g. includes sections such as “products you may also like” when displaying the Products or otherwise suggests other options), any such products should be similar to the Products in terms of product category, reputation, and image (examples of such brands for products similar to Havaianas are Quicksilver, Roxy, and Reef).
d. The Page must not be presented in such a way that it may be confused with the official Marketplace page of Havaianas or Alpargatas.
e. The Page will have a look and feel, aesthetics, colours, graphics, layout and general presentation in accordance with the image of reputation of the Brand.
f. The Page shall not sell or display products that may affect negatively the image of the Havaianas Products and/or the Brand or may create confusion with the Havaianas Products and/or the Brand in any manner whatsoever.
g. The Page will not include banners, video, visuals and other multimedia materials and elements related to the Havaianas Products that Alpargatas has not provided nor approved duly in advance. This includes any picture or image of the Havaianas Products, which must always be in a high-quality format. In addition, the Page will not include any modification or re-creation of the Brand, or of the distinctive signs or look and feel of the Brand or the Products.
h. The AMarketplace will not have links to other websites, except as follows: there can be links to other corporate pages or websites of the AR provided that they do not contain elements damaging the image of the Products; if there are links to the websites of other brands, there shall also be a link to the official website of Alpargatas. In no case the so Authorised links may lead to websites or pages with improper or inadequate content, including adult content, and in no case can these links be present in the Product’s dedicated pages.
3. Seller’s and Havaianas Products Identification
a. The Page must accurately display the identity of the AR that is selling the product to the end costumer and complete contact information. These details must be the same as communicated by the AR to Alpargatas and actually used in the framework of the commercial business and any related operations with Alpargatas.
b. The Page will provide full information of the Havaianas Products and a complete description thereof, including a table of sizes and other information needed to help the customer choose the right product. Alpargatas may reasonably indicate from time to time the specifications to be included.
Annex 1 – Authorised Marketplaces
- Zalando
Last update: June 2024
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FREQUENTLY ASKED QUESTIONS
What are the requirements I need to fulfil in order to be an Authorized Havaianas Distributor?
You must at all times comply with the requirements set out in the Havaianas Distributor Policy for Retailers that can be found in this section.
Are there other obligations I need to fulfil?
Yes. You also must be familiar and comply with the basic distribution rules of Havaianas that are explained in this section. Likewise, it is essential that you follow our Marketing Manual and the visual merchandising and etailer guidelines.
How long will I be an Authorised reseller?
For an indefinite period, unless you stop complying with the criteria of the Havaianas Distributor Policy for Retailers or you sell Havaianas products to a non-Authorised reseller or non-Authorised Distributor.
Who can I resell to?
You can sell to other Authorised resellers, to other Authorised distributors and to end consumers. If you do not know if a reseller or distributor you want to sell Havaianas products to is Authorised, please reach out to our Local Customer Service.
Can I sell online?
Yes, as long as you comply with the requirements for online sales that you can find in this section.
Can I sell on marketplaces?
Sales through any third-party marketplaces are prohibited except for sales through Zalando where a prior specific authorisation in writing is obtained from Havaianas.
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