GENERAL TERMS AND SALE CONDITIONS
ARNIA – Società Cooperativa Sociale MADE IN ITALY
(commercial name ARNIA TEXTILE FASHION)
General Sale Conditions Effective date: January 1, 2026
#General Conditions of Sale
1. Scope of Application of GCS (General Sale Conditions)
These GCS – General Terms and Sale Conditions (“Terms”) apply to all sales contracts entered into between ARNIA TEXTILE FASHION (“ARNIA”) and any business customer (“Buyer”) acting in a professional capacity (B2B).
These Terms shall prevail over any general or special conditions issued by the Buyer unless explicitly accepted in writing by ARNIA. The commencement of production, dispatch of goods, or any performance by ARNIA shall not be deemed acceptance of conflicting terms.
Buyers must expressly accept these Terms in writing, including those deemed onerous under applicable law (e.g., jurisdiction, limitation of liability, waiver of claims). The most updated version is published at: GENERAL SALE CONDITIONS – GCS.
2. Customized and Made-to-Order Products
All goods developed per Buyer specifications — including custom textiles, capsule collections, prototypes, garment production or fabric modifications — are non-returnable and non-refundable, in line with Article 59 of the Italian Consumer Code and international B2B standards.
Once production has commenced or materials procured, cancellations are not accepted unless expressly approved in writing by ARNIA. Technical specifications and production confirmations are required to avoid any dispute.
3. Order Confirmation and Deposit
Orders are binding only upon written confirmation by ARNIA. A deposit equal to thirty percent (30%) of the total value is due in advance. No production or capacity allocation shall occur without receipt of cleared funds.
Failure to pay the deposit entitles ARNIA to cancel the order without liability. In the event of unjustified cancellation by the Buyer, ARNIA reserves the right to retain the deposit as liquidated damages, without prejudice to its right to seek further compensation if actual damages exceed the deposit.
4. Balance Payment and Storage Charges
Once the goods are ready for shipment or collection, ARNIA shall issue a proforma invoice for the remaining balance (70% of the total order value). The Buyer shall effect full payment within a maximum of ten (10) working days from the date of the proforma invoice.
If the balance is not paid within the specified term, ARNIA reserves the right to apply daily storage and insurance charges amounting to €5.00 (five euros) per day. These charges accrue from the eleventh business day after issuance of the proforma and are payable in addition to the outstanding balance.
ARNIA may suspend or withhold delivery until payment is received in full and reserves the right to request further guarantees or cancel the order if delay exceeds a reasonable period. In accordance with Italian Legislative Decree 231/2002, statutory interest and other remedies may also apply.
5. Delivery Terms – EX WORKS (EXW)
Unless otherwise agreed in writing, all deliveries are made EX WORKS (Incoterms® 2020 – EXW) from ARNIA’s designated facility in Italy. Even when transport is arranged or invoiced by ARNIA (e.g., CIF or C&F), risk passes to the Buyer at the EXW handover point.
This clause aligns with ICC Incoterms® 2020 and Cass. Civ. No. 2566/2007. The Buyer is fully responsible for freight, insurance, customs clearance, and unloading.
6. Inspection and Claims
The Buyer shall inspect goods within five (5) business days of delivery. Any claim for visible defects or non-conformity must be notified in writing to info.arnia@madeinitaly.social within twenty-four (24) hours of discovery.
Claims for hidden defects must be notified within ten (10) business days of discovery, and no later than sixty (60) days from delivery, per Art. 1495 c.c. and textile trade customs.
Failure to notify within these terms results in final and irrevocable acceptance. Cut, sewn, manipulated, or altered goods shall be deemed automatically accepted.
7. Use and Alteration of Goods
Claims are not accepted for any goods that are cut, washed, sewn, treated, or otherwise altered, whether partially or fully. Any such use constitutes irrevocable acceptance under textile trade custom and arbitration practice.
8. Sale Conditions commercial Tolerances
±5% quantity tolerance on invoiced and delivered goods is accepted and non-negotiable.
3% product defect tolerance is industry standard; no claims or compensation shall be due within this margin.
Color tolerance: Delta E ≤ 5 (spectrophotometer, DL65 light) is contractually accepted.
9. Buyer Responsibility for Product Testing
The Buyer must test all fabrics for resistance, washability, wearability, and fitness for intended use. This includes but is not limited to shrinkage, pilling, abrasion, lightfastness, and seam performance.
ARNIA disclaims any liability for unsuitability, incompatibility with end-use, or misuse of products after delivery.
10. Retention of Title (RoT)
Title to the goods remains with ARNIA until full payment is received (Art. 1523–1526 c.c.). The Buyer shall not resell, pledge, or encumber the goods until payment is settled.
In jurisdictions requiring formal RoT registration (e.g., Germany, Netherlands), the Buyer agrees to execute all documents necessary to render this clause enforceable.
11. Force Majeure Sale Conditions
ARNIA shall not be liable for any delay or failure in performance due to force majeure, including but not limited to: acts of God, pandemics, war, embargoes, strikes, raw material shortages, customs delays, or governmental orders.
In such cases, ARNIA may suspend, postpone, or terminate delivery without liability. The Buyer shall be notified in writing within ten (10) business days. Clause aligned with Art. 1256 c.c., ICC Force Majeure 2020, and UNIDROIT Principles Art. 7.1.7.
12. Governing Law and Jurisdiction
These Terms and any related contracts are governed by Italian substantive law, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980) is expressly excluded.
Exclusive jurisdiction lies with the Courts of Milan, Italy, except where overridden by mandatory rules in the Buyer’s country. Acceptance of these Terms constitutes acceptance of this jurisdiction clause under Art. 1341, paragraph 2 of the Italian Civil Code.
13. Mediation Clause (Condition Precedent)
Prior to any litigation, the parties shall attempt amicable resolution through mandatory mediation before the Camera Arbitrale di Milano, in accordance with its applicable Rules.
This clause is a condition precedent to court proceedings.
14. Ethical Commitments in Sale Conditions
By placing an order, the Buyer acknowledges and adheres to ARNIA’s Charter of Values (https://madeinitaly.social/transparency/), which prohibits partnerships involving:
· Labor exploitation
· Environmental violations
· Greenwashing or ESG misrepresentation
Violation of this clause constitutes a material breach – violations must be notified to ARNIA MADE IN ITALY WISTLEBLOWING system
15. Data Protection and GDPR Compliance
ARNIA processes personal data in accordance with EU Regulation 2016/679 (GDPR). Data subjects have rights under Articles 15–22 GDPR.
The full Privacy Policy is available at: https://madeinitaly.social/privacy-policy/
16. General Sale Conditions – Final Provisions
These Terms supersede all prior versions. ARNIA may amend these Terms at any time. The version published at the time of order confirmation shall apply.
Should any clause be deemed unenforceable, the remaining provisions shall remain in full force.
The Buyer specifically acknowledges and approves the following clauses, pursuant to Article 1341, paragraph 2 of the Italian Civil Code: Articles 3 (Deposit), 4 (Balance Payment), 5 (Delivery Terms), 6 (Inspection), 8 (Tolerances), 9 (Testing Responsibility), 10 (Retention of Title), 11 (Force Majeure), 12 (Jurisdiction), and 13 (Mediation).
Executed in Milan, Italy – dated 01/11/2025
ARNIA Società Cooperativa Sociale MADE IN ITALY
#Terms of Sale
