Shipping & Delivery

  1. Delivery Terms
    1. Unless otherwise expressly agreed in writing by both parties, all deliveries of goods under this Agreement shall be made on a Free Carrier (FCA – Bologna, Italy) basis, in accordance with Incoterms® 2020 as published by the International Chamber of Commerce (ICC).
    2. The Seller, Pauline Artisanal Swim Knits Srl, shall deliver the goods, cleared for export, to the Buyer’s nominated carrier or representative at the designated point of delivery in Bologna, Italy, during normal business hours and within the agreed delivery period.
  2. Transfer of Risk and Title
    1. Risk of loss or damage to the goods shall pass from the Seller to the Buyer at the moment the goods are handed over to the Buyer’s nominated carrier, freight forwarder, or agent at the agreed delivery point in Bologna, Italy.
    2. Title to the goods shall pass to the Buyer only upon full and final payment of the purchase price, unless otherwise agreed in writing.
  3. Export, Shipping, and Insurance
    1. The Buyer shall be solely responsible for:
      · Arranging transportation, freight, and insurance coverage beyond the point of delivery;
      · Handling import customs clearance, duties, and taxes;
      · Complying with all applicable regulations in the country of import.
    2. The Seller’s obligations shall be limited to:
      Preparing the goods for shipment and packaging them suitably for transport;
      Completing export clearance formalities as required under Italian law;
      Delivering the goods to the Buyer’s nominated carrier as agreed.
    3. The Seller shall not be liable for any loss, damage, delay, or non-delivery of goods once the goods have been handed over to the Buyer’s carrier or agent.
  4. Delivered Duty Paid (DDP) Exclusion
    1. The parties acknowledge that Delivered Duty Paid (DDP) terms shall not apply to any shipment unless expressly agreed to in writing by the Seller.
    2. Should DDP be exceptionally agreed in writing, the Seller reserves the right to charge all related import duties, taxes, and customs clearance costs to the Buyer.
  5. Notice of Collection
    1. The Seller shall notify the Buyer once the goods are ready for collection. The Buyer shall arrange for collection within five (5) business days of such notice.
    2. Failure to collect within this period may result in storage fees or other reasonable charges, and the goods shall be deemed delivered for the purposes of risk transfer.
  6. Entire Agreement on Delivery
    1. The delivery and risk-transfer provisions of Incoterms® 2020 (FCA) shall govern all shipping matters under this Agreement and shall prevail over any inconsistent provisions unless otherwise agreed in writing by the Seller.
  7. Governing Law and Dispute Resolution (Italy / EU)
    1. This Agreement shall be governed by and construed in accordance with the laws of the Italian Republic, without regard to its conflict of law principles.
    2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its interpretation, performance, or termination, shall be finally resolved by arbitration under the rules of the Chamber of Arbitration of Milan (Camera Arbitrale di Milano).
      · Seat of arbitration: Milan, Italy
      · Language: English
      · Number of arbitrators: One (1)
      · The arbitral award shall be final and binding upon both parties.
    3. Each party shall bear its own legal costs and share equally in the costs of arbitration unless otherwise determined by the arbitrator.