Test Policy Page

HAVAIANAS SELECTIVE DISTRIBUTION POLICY 

Basics and Principles 

Alpargatas Europe, S.L.U. (hereinafter, “Alpargatas”) has 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.  

Alpargatas has issued the following documents with regard to the SDS: 

SDS Basics and Principles 

• Distribution Policy of Havaianas Products for Mono-Brand Shops 

• Distribution Policy of Havaianas Products for Shop-in-Shop Stores 

• Distribution Policy of Havaianas Products for Multi-Brand Shops 

• Distribution Policy of Havaianas Products for Distributors 

• Distribution Policy of Havaianas Products for Online Resellers 

• Distribution Policy for Pan-European Online Resellers 

• Distribution Policy for sales on Marketplaces 

1. SDS BASICS

The SDS is composed of certain authorized resellers and distributors who comply with the  applicable Criteria and are appointed by Alpargatas as SDS members. All such authorized 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  authorized resellers or distributors.  

This means that authorized resellers and distributors shall not sell Havaianas Products to non authorized resellers or non-authorized distributors. Those resellers or distributors within the EEA,  UK and Switzerland who have not been appointed by Alpargatas as authorized resellers and/or  authorized distributors cannot distribute or sell Havaianas Products within this territory. 

The SDS provides for two types of authorized operators: 

Authorized 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 will be an Authorized Shop (“AS”).  

• An Authorized 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.  

The Criteria applicable to the sale and distribution (including online sales) of Havaianas Products  are set forth in seven (7) Distribution Policies. If you are a reseller, you will find a Distribution  Policy applicable to your commercial format (mono-brand shop, shop-in-shop store or multi-brand  shop). Also, there is a specific Distribution Policy for Distributors, for pure online resellers and  for sales on Marketplaces. In summary, these are the Distribution Policies: 

• Distribution Policy for Mono-Brand Shops; 

• Distribution Policy for Shop-in-shop Stores; 

• Distribution Policy for Multi-Brand Shops;  

• Distribution Policy for Distributors; 

• Distribution Policy for Online Resellers; 

• Distribution Policy for Pan-European Online Resellers, and 

• Distribution Policy for sales on Marketplaces. 

This means that you need to fulfil and follow the criteria specifically defined in the relevant  Distribution Policy applicable to your commercial format for the distribution of Havaianas  Products.

The Distribution Policies will be complemented by the following documents: 

Visual merchandising and Etailer guidelines, which will 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 the  Visual merchandising and Etailer guidelines and update it from time to time; and  

Marketing Manual, which will contain 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. Such Marketing Manual will be presented to the shop’s employees  by Alpargatas or by Alpargatas’ agents. Alpargatas will reasonably review the Marketing  Manual and update it from time to time.  

2. SDS PRINCIPLES

ARs and ADs will be entitled to sell Havaianas Products in accordance with the rules set forth  below: 

• ARs will be 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 will not be entitled to 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 will be 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 according to the type of AR  (mono-brand, shop-in-shop or multi-brand). Sales to customers located outside the EEA,  UK and Switzerland are prohibited. 

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-authorized reseller to be resold in the market.  

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Brick and Mortar Sales

HAVAIANAS SELECTIVE DISTRIBUTION POLICY

for Multi-Brand Shops

Alpargatas Europe, S.L.U. (hereinafter, “Alpargatas”) has 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. 

Alpargatas has issued the following documents with regard to the SDS: 

• SDS Basics and Principles 

• Distribution Policy of Havaianas Products for Mono-Brand Shops 

• Distribution Policy of Havaianas Products for Shop-in-Shop Stores 

Distribution Policy of Havaianas Products for Multi-Brand Shops 

• Distribution Policy of Havaianas Products for Authorized Distributors 

• Distribution Policy of Havaianas Products for Online Resellers 

• Distribution Policy for Pan-European Online Resellers

 • Distribution Policy for sales on Marketplaces

The criteria applicable to Multi-Brand Shops for the sale of Havaianas Products are defined  in this document, as might be reasonably amended and updated by Alpargatas from time to  time (“Distribution Policy”).  

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”. As a general rule, the Authorized Reseller (“AR”) commits to comply (and commits that any  Authorized Shop (“AS”) shall comply) continuously during the whole contractual period  with the below criteria. 

1. CRITERIA FOR BRICK AND MORTAR SALES

1.1. 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.  

1.2. 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.  

1.3. 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 the guidelines provided in the Visual merchandising and Etailer guidelines.  Alpargatas and the AR shall discuss which specific display is better suited for the shop. 

f. 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.  

g. 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. 

h. 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 the 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.

i. No goods must be sold or displayed in the shop that may affect negatively the image of  the Products and/or the Brand.  

j. Promotional materials and commercial initiatives for the Products shall be in accordance  with the guidelines provided by Alpargatas in the 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.  

k. The shop shall not sell any product whose brand, name or presentation may create  confusion with the Products and/or the Brand.  

1.4. 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.  

******

Online Sales

HAVAIANAS SELECTIVE DISTRIBUTION POLICY

for Multi-Brand Shops

Alpargatas Europe, S.L.U. (hereinafter, “Alpargatas”) has 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. 

Alpargatas has issued the following documents with regard to the SDS: 

• SDS Basics and Principles 

• Distribution Policy of Havaianas Products for Mono-Brand Shops 

• Distribution Policy of Havaianas Products for Shop-in-Shop Stores 

Distribution Policy of Havaianas Products for Multi-Brand Shops 

• Distribution Policy of Havaianas Products for Authorized Distributors 

• Distribution Policy of Havaianas Products for Online Resellers 

• Distribution Policy for Pan-European Online Resellers

 • Distribution Policy for sales on Marketplaces

The criteria applicable to Multi-Brand Shops for the sale of Havaianas Products are defined  in this document, as might be reasonably amended and updated by Alpargatas from time to  time (“Distribution Policy”).  

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”. As a general rule, the Authorized Reseller (“AR”) commits to comply (and commits that any  Authorized Shop (“AS”) shall comply) continuously during the whole contractual period  with the below criteria. 

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 via its own website, and only  where the following conditions are met. In such case, the website will be treated as an  Authorized Website (“AWeb”). 

c. The ARs will not be entitled to carry out Internet sales through third party websites or  platforms (marketplaces) operated by third parties, except where this has been expressly  authorized in writing by Alpargatas. Any duly authorized sales by ARs on a third-party  marketplace shall comply with the rules provided for in Havaianas Selective  Distribution Policy for sales on Marketplaces

d. Mutatis mutandi, and without prejudice to the rules contained herein, the criteria  applicable to the physical AS will be also applicable to the AWeb to the extent such rules  are equally applicable to online sales (for instance, Section 1.4) or can be extrapolated  to the online environment.  

e. 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.  

f. The AWeb shall only sell Products of the same image of image of luxury, reputation and  exclusivity of the Products (and of the Brand).  

g. 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.  

h. 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.  

i. 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.  

j. 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 authorized  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. 

k. 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.  

l. 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. 

m. 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.

n. All ARs shall comply with the specifications laid down in Visual merchandising and  Etailer guidelines.

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HAVAIANAS SELECTIVE DISTRIBUTION POLICY 

for sales on Marketplaces

Alpargatas Europe, S.L.U. (hereinafter, “Alpargatas”) has 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”  “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. 

Alpargatas has issued the following documents with regard to the SDS: 

• SDS Basics and Principles 

• Distribution Policy of Havaianas Products for Mono-Brand Shops 

• Distribution Policy of Havaianas Products for Shop-in-Shop Stores 

• Distribution Policy of Havaianas Products for Multi-Brand Shops 

• Distribution Policy of Havaianas Products for Authorized Distributors 

• Distribution Policy of Havaianas Products for Online Resellers 

Havaianas Selective Distribution Policy for sales on Marketplaces 

The criteria applicable to Mono-Brand Shops, Shop-in-Shop Stores, Multi-Brand Shops and  Authorized Distributors for the sale on Marketplaces of Havaianas Products are defined in  this document, as might be reasonably amended and updated by Alpargatas from time to  time (“Distribution Policy”). 

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”.

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The rules provided for in this Section will apply to the online sale of Havaianas Products by  Authorized Resellers (“ARs”) through third party websites or platforms operated by third  parties (marketplaces), in accordance with the SDS Basics and Principles.  

For the purpose of clarity, the sale of Havaianas Products shall be limited to the following  marketplaces: Amazon and Zalando (“Authorised Marketplaces” or “AMarketplace”). 

The sale in any marketplace not included in the above definition is explicitly unauthorised  and the ARs shall refrain from effecting such sale in any manner.  

The ARs acknowledge and accept that they will be allowed to sell on Amazon solely and  exclusively an ad hoc assortment of Havaianas Products, as selected by Alpargatas in its sole  and entire discretion (“Amazon Product Catalogue”). It is understood that the Amazon  Product Catalogue may be amended by Alpargatas at any time, as communicated in writing  to ARs duly in advance.  

1. Initial eligibility to sell on Authorised Marketplaces 

a. ARs intended to sell Havaianas Products through AMarketplaces shall fulfil the below  conditions:  

(i) They must have been authorised in writing to do so by Alpargatas and have signed  for acceptance this Distribution Policy; 

(ii) They must have been an ARs since – at least – 2021; and 

(iii) They must have a main stand-alone business entity (i.e. Authorized Shop and/or Authorized Website) in addition to the sales operations via the AMarketplace(s).  

b. Without prejudice to the foregoing, all ARs that sell on AMarketplaces shall comply at  all times with the rules provided for in this Section.  

2. General criteria 

a. Compliance. 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. 

b. Customer service: ARs must demonstrate a proven ability to operate a high quality and high-volume marketplace seller service.  

c. All ARs shall comply at all times with the specifications laid down in the Visual  merchandising and Etailer guidelines

3. Look and feel and presentation 

a. ARs must sell the Havaianas Products on a brand-specific marketplace storefront  (“Page”) and not show Product listings alongside listings of other brands’ products.  

b. The Page must not be presented in such a way that it may be confused with the official  Marketplace page of Havaianas or Alpargatas.  

c. The Page will have a look and feel and general presentation in accordance with the image  of reputation of the Brand.  

d. 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. 

e. 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. 

4. Seller’s and Havaianas Products identification 

a. The Page must accurately display the AR’s identity and complete contact information.  These details must be the same as communicated 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 must be available in the Page. 

5. Data sharing and inspection 

a. Upon Alpargatas’ request, ARs must communicate the current as well as the forecasted  business split between their main stand-alone business and the sales through  AMarketplace(s). It is hereby acknowledged and agreed that AMarketplace sales shall not in any event be more than 40% of the ARs total business. 

b. ARs must allow Alpargatas to inspect, at any time and upon Alpargatas’ request, their seller  profile on relevant AMarketplace(s) and any other data (such as Amazon Seller Central data,  in the case of Amazon marketplace) relating to the sale of Havaianas Products. 

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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 authorization in writing is obtained from Havaianas.

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