If you are an emerging fashion label or designer sourcing fabrics or production in Italy, or considering having your collection made here, understanding the Terms & Conditions of Sale (T&Cs = GCS – General Confitions of Sale) is not just a legal detail — it’s a foundation for trust, clarity, and protection. At ARNIA Textile Fashion, we believe that transparent contractual relationships are as essential as the quality of cloth, cut, and finish. In this post, we’ll explain:
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What Terms & Conditions of Sale are
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Why they are vital for brands sourcing in Italy or abroad
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A detailed walkthrough of ARNIA’s Terms & Conditions of Sale and how they protect both you and us
#General Terms & Conditions of Sale
What Are Terms & Conditions of Sale?
Simply put, the Terms & Conditions of Sale are the rules that govern a commercial transaction: how orders are placed, when (and how) payment is made, how defects or mistakes are handled, the rights and responsibilities of buyer and seller, and how disputes are resolved.
Some of the most important topics typically included are:
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Definitions: what counts as “product,” “delivery,” “defective,” etc.
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Order and payment terms (deposits, cancellation rights)
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Delivery terms (Incoterms, who bears risk during shipping)
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Inspection, acceptance, and claims for defects
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Quality, color, tolerances, quantities
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Liability, limitations, warranty
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Governing law and jurisdiction
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Ethical, Sustainability / ESG policies
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Data protection and privacy compliance
When T&Cs are well‑written and aligned with your business needs, they reduce misunderstandings, protect you from unwanted liabilities, avoid delays, and help you scale more confidently.
Why They Matter Especially When Buying Fabrics or Producing Collections in Italy
Italy is prized worldwide for its textile industry: craftsmanship, quality of materials, tradition, and attention to detail. However:
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Fabrics are inherently variable: colors shift slightly, defects occur, quantities may vary due to selvedges, etc. Without clearly defined tolerances, disputes can arise.
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Transport, customs, handling: when shipping into or out of Italy (or the EU), risk and cost need to be clearly allocated.
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Emerging brands often work with tight margins: surprises in quality, rejected batches, or unexpected costs can massively impact viability.
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Regulatory and ethical expectations are high: buyers must be sure of sustainability claims, labor conditions, data privacy, etc.
So, robust Terms & Conditions help build reliable relationships: you know what to expect, the supplier (like ARNIA) knows what is expected, and both sides can avoid costly surprises.
ARNIA’s General Conditions of Sale — A Detailed Walk‑Through
At ARNIA Textile Fashion, our General Conditions of Sale (GCS) are published here: GCS – General Conditions pof Sale. Below is what we include — both what you, as a client, should pay attention to, and how these provisions protect you (and us).
Key Provisions, Their Purpose, and What You Should Understand
- Scope of Application
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Defines that the Terms & Conditions of Sale apply to all B2B transactions.
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States that they override any contradictory terms in your own purchase orders unless expressly accepted by ARNIA.
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Why it matters: this prevents misunderstandings later about which conditions apply. As an emerging brand, always check whether your own contracts or forms conflict with these Terms & Conditions of Sale.
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- Customized / Made‑to‑Order Products
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States that goods made to your specifications (custom fabrics, prototype designs, capsule lines etc.) are non‑returnable and non‑refundable once production is underway or materials are committed.
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Why: ensures that the supplier is compensated for bespoke work and raw materials procured specifically for you.
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- Order Confirmation & Deposit
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ARNIA requires a 30% deposit before production begins.
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If you cancel without valid reason after that, ARNIA retains that deposit (as partial compensation for costs, lost opportunity, etc.).
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You, the client: understand when payment is due, and think carefully before cancelling once work has started.
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- Delivery Terms – EXW (Ex Works, Incoterms 2020)
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Goods are sold EX WORKS from ARNIA’s facility in Italy. That means risk transfers to you when the goods leave our location. Even if transport is arranged by ARNIA (e.g. CIF or any Incoterms invoiced), the risk is yours from that handover.
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Why: this clarifies who pays shipping, who handles insurance, customs, loss/damage in transport. You need to arrange or account for those responsibilities.
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- Inspection, Acceptance & Claims
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Once you receive goods, you have 5 business days to inspect for obvious defects, and 24 hours after discovering them to notify ARNIA.
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Hidden defects must be reported within 10 business days of discovery, and in any case no later than 60 days from delivery.
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Alteration, cutting, washing or other usage of the fabric counts as final acceptance.
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Tip: inspect upon arrival (measure, check color, wash if part of intended usage), document anything immediately.
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- Quality Tolerances
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Quantities may vary by ±5% (invoiced vs delivered) — accepted.
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Up to 3% defects are considered intrinsic / acceptable; no price rebates for that level.
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Color tolerance measured as Delta E ≤ 5 under D65 light, using a spectrophotometer.
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Knowing this helps you plan your designs, tolerances, margin for error, and match expectations with your customers.
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- Suitability & Testing Responsibility
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You must test the fabric for your intended usage (washing, durability, wear, colorfastness etc.).
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ARNIA does not bear responsibility if the fabric fails because it was used in ways you didn’t test or anticipate.
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Why: ensures you as brand or designer do your due diligence, avoiding surprise claims down the line.
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- Retention of Title
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ARNIA retains ownership until you pay in full.
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You cannot resell, pledge or use the goods as collateral until the debt is paid.
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In some countries, additional procedures may be required (registration etc.) to make this enforceable.
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Why: protects the supplier in case of non‑payment or insolvency.
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- Force Majeure
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Circumstances beyond control (pandemics, strikes, raw material shortages etc.) allow suspension or delay without penalty.
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ARNIA must notify you in writing within 10 business days of such event.
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Why: provides protection for both sides when unpredictable events happen.
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- Governing Law & Dispute Resolution
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Italian law governs the contract. CISG (Vienna Convention 1980) is excluded unless agreed otherwise.
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Disputes are under the exclusive jurisdiction of the courts of Milan.
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Before litigation, mandatory mediation via the Camera Arbitrale di Milano is required.
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Tip: if you’re buying from outside Italy, check that your own legal advisors agree this is acceptable; sometimes local law or mandatory consumer or trade rules may override some of this.
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- Ethical Commitments / ESG / Data Privacy
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ARNIA has a Charter of Values, policies on sustainability, ethics. You must abide by them; violation is a material breach.
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Also, personal data protection in accordance with GDPR, with rights under the privacy policy.
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Practical Tips for Brands Buying from ARNIA
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Read the GCS before placing your first order. Understand what level of defect tolerance is “normal,” what your responsibilities are for testing, and at which moment risk transfers to you.
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Keep records: e.g. photos when goods arrive, spectrophotometer readings and color samples, test wash results, etc. These help if you ever need to make a claim.
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Clarify logistics early: who is responsible for shipping, insurance, customs. With EXW, many responsibilities fall on you, the buyer.
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Regard deposits seriously: once you commit via deposit, changes or cancellations usually carry cost. Treat it like you already “own” part of your commitment.
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If you are brand‑new to sourcing in Italy, consider working with legal counsel or a contract specialist to ensure the GCS are acceptable in your country of registry.
Conclusion
For brands that want to source fabrics or produce in Italy, opting for quality craftsmanship is only one part of the equation. Equally important is knowing the contractual landscape: what expectations are set, who bears what risk, what happens if something goes wrong.
At ARNIA, our General Conditions of Sale are designed to be clear, fair, and aligned with Italian and international commercial norms. They ensure:
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transparency of process,
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realistic expectations,
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protection for both supplier and buyer.
If you’ve read this far, great! We believe a strong partnership starts with clarity. If you want, we also have other blog posts that discuss specific topics like color matching, quality assurance, and sustainable sourcing — all of which tie directly into what we’ve covered here.
Stay tuned, and feel free to get in touch with questions: your vision + our expertise = beautiful, reliable garments.
