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Scope and Applicability
- These General Terms and Conditions of Sale (the “Terms”) apply to all sales contracts concluded between Pauline Artisanal Swim Knits S.r.l., with registered office at Via Emilio Zago 9, VAT No. IT04313611206, registered in the Italian Companies Register (hereinafter, the “Supplier”), and any legal entity or business buyer located outside of Italy (hereinafter, the “Buyer”) in relation to the wholesale supply of swimwear and related products.
- These Terms shall prevail over any conflicting terms submitted by the Buyer unless expressly agreed in writing by the Supplier. Deviations or amendments shall be valid only if made in writing and confirmed by both parties.
- These Terms are intended solely for business-to-business (B2B) transactions and shall not apply to consumers within the meaning of EU Directive 2011/83/EU or similar consumer protection laws.
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Products and Offers
- The Supplier offers sustainable knit swimsuits as detailed in its line sheet, website, or commercial proposals. Product specifications, dimensions, images, and other descriptive information are indicative and non-binding unless explicitly confirmed in writing.
- Offers, quotations, and pricing lists are non-binding unless stated otherwise and remain valid for the specified period. The Supplier reserves the right to modify product specifications to comply with applicable legal or commercial standards.
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Orders and Acceptance
- Orders shall be placed in writing via the online (Order Form) platform, physical order form, or other agreed digital method. The order becomes binding only upon a written confirmation email by the Supplier to the Buyer (Order Confirmation).
- The Supplier reserves the right to reject or modify any order due to stock unavailability, credit risks, pricing errors, or logistical constraints.
- Any modification or cancellation of an order by the Buyer must be made within 5 (five) business days of the order confirmation. To request a cancellation or modification, please email orders@paulineswim.it. The request must be approved in writing by the Supplier; no exceptions apply. After the 5 (five) business-day window, the order will proceed to the production phase, and the Supplier cannot cancel, modify, or refund under any circumstances. These Terms ensure streamlined operations.
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Prices and Payment Terms
- Unless specified otherwise, all prices are expressed in Euros (€) and are as follows:
· Net of VAT (if applicable),
· Exclusive of shipping, packaging, insurance, customs duties, and other applicable taxes. - Purchases made with currencies other than Euros are calculated in Euros, reflecting the current exchange rate at checkout. Regardless of currency denomination, the price displayed on an individual product page is the current price the Buyer is liable to pay the Seller, excluding VAT, duty, shipping, and other applicable taxes, which are calculated at checkout where applicable.
- Pauline Artisanal Swim Knits operates primarily on prepaid terms; Bank transfer, PayPal, and Credit Card are accepted forms of payment. Buyers must pay in full at checkout. Repeat Buyer can deposit 50% of the order total, with the remaining balance invoiced before shipping. The order will not be processed or shipped until the payment clears. Net 30 terms are offered by invitation only to repeat buyers and require completion of a credit application. The Supplier reserves the right to suspend delivery of the goods if the Buyer breaches these Terms.
- Accepted methods of payment include:
· Advance bank transfer (SWIFT/IBAN)
· PayPal
· Wise
· Major Credit Cards: Visa, Master Card, Discover, AMEX
· Irrevocable and confirmed Letter of Credit
· Other methods expressly agreed upon. - Late payment for the Buyer with 30-day terms will incur interest in accordance with Italian Legislative Decree 231/2002 (Late Payment Directive) or applicable international instruments. The European Central Bank (ECB) rate for the period from 1 July 2025 to 31 December 2025 is 2.15% + 8%, resulting in an annual rate of 10.15% under EU late payment guidance. This aligns with the statutory rate listed for Italy. The Supplier reserves the right to suspend or cancel deliveries in the event of non-payment
- Unless specified otherwise, all prices are expressed in Euros (€) and are as follows:
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Delivery and Transfer of Risk
- Delivery is made based on Free Carrier (FCA) – Incoterms® 2020, Supplier’s warehouse in Italy, unless otherwise agreed in writing. Shipping and Delivery Claus – Incoterms® 2020.
- Delivery times are approximate and not legally binding unless expressly agreed in writing. Delays due to force majeure, customs, or logistics shall not constitute grounds for canceling the order or imposing penalties.
- Risk of loss or damage passes to the Buyer upon delivery to the first carrier or according to the agreed Incoterm 2020.
- The Buyer is responsible for all import documentation, duties, taxes, shipping charges, and regulatory compliance in the country of destination, where applicable.
- International Buyers should check with their country’s customs office to determine any additional costs that may be incurred before making a purchase. These charges are usually collected by the Buyer’s delivery freight (shipping) company, or when the Buyer picks up the shipment.
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Exchange Claims
- Each item undergoes thorough inspections to ensure they are free of faults before shipment. The Buyer shall inspect the goods upon receipt and notify the Supplier in writing of any apparent defects, shortages, or damage unrelated to transit mishandling within 7 (seven) calendar days from delivery.
- Hidden defects must be reported within 10 (ten) calendar days of discovery, and in any case not later than 4 (four) weeks from delivery.
- Claims must be substantiated with photos, batch numbers, and relevant documentation. The Supplier shall have the right to inspect and verify claims before authorizing returns or replacements.
- In case of verified defects, the Supplier’s liability is strictly limited to:
· Repair or replacement of defective goods, or
· Issuance of a credit note, at the Supplier’s discretion.
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Returns
- To facilitate the resolution process for items eligible for return, the Buyer must send back the merchandise by the grace periods indicated. All items must retain their original tags and packaging.
- Refunds are issued using the same payment method as the original purchase. The Supplier is committed to assisting the Buyer; however, the Supplier is not responsible for returning lost, stolen, or mishandled packages that have not been officially scanned at a courier facility.
- The Supplier reserves the right to refuse the return of any merchandise that does not meet the above return requirements at our sole discretion.
- Domestic Return must include a copy of the original invoice or receipt. Upon processing the return, the Supplier will notify the Buyer by email. Allow up to 10 (ten) business days for the refund to be returned to the original payment source. For further assistance, contact the Supplier at returns@paulineswim.com.
- International Return must include a copy of the Commercial Invoice, Customs Declaration, Waybill, and any other relevant documents required by the country’s regulations. Upon processing the return, the Supplier will notify the Buyer by email. Allow up to 10 (ten) business days for the refund to be returned to the original payment source. For further assistance, contact the Supplier at returns@paulineswim.com.
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Warranty
- The Supplier warrants that products conform to agreed specifications and are free from manufacturing defects under regular use for a period of 6 (six) months from the date of delivery.
- This warranty excludes:
· Wear and tear
· Improper use or storage
· Modifications or repairs made by third parties
· Non-compliance with care instructions - Any further or consequential liability (e.g., loss of profits, reputational damage, indirect damage) is expressly excluded unless caused by gross negligence or willful misconduct.
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Intellectual Property
- All intellectual property rights (IPRs), including trademarks, logos, product designs, trade dress, and other proprietary content, remain the exclusive property of the Supplier.
- The Buyer shall not reproduce, distribute, or exploit the Supplier’s IPRs without prior written authorization.
- The Buyer agrees not to register or use any trademarks, domain names, or trade names confusingly similar to those of the Supplier.
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Confidentiality
- The Buyer agrees to treat all commercial, technical, or operational information received from the Supplier as confidential and not to disclose it to third parties without prior written consent.
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Compliance and Export Control
- The Buyer undertakes to comply with all applicable laws and regulations in its jurisdiction regarding the import, marketing, and resale of the Supplier’s products.
- The Buyer shall not resell the goods in embargoed countries or to entities subject to EU, US, or UN sanctions.
- The Buyer is solely responsible for ensuring compliance with local labeling, safety, and consumer protection regulations in the destination country.
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Force Majeure
- The Supplier shall not be liable for any delay or failure to perform due to force majeure events, including but not limited to natural disasters, pandemics, strikes, wars, embargoes, transport disruptions, raw material shortages, or regulatory changes.
- In such events, delivery obligations will be suspended for the duration of the disruption.
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Governing Law and Jurisdiction
- These Terms and all contracts between the parties shall be governed by the laws of Italy, including the Italian Civil Code and relevant EU regulations, excluding its conflict of laws principles.
- Within the EU, any dispute arising from these Terms or related transactions shall be submitted to the exclusive jurisdiction of the Court of Bologna, Italy.
- Outside the EU, any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the Rules of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules. The seat of arbitration shall be Milan, Italy. The language of the arbitration shall be English.
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Final Provisions
- If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable.
- These Terms are drafted in Italian and English. In the event of any discrepancy with the translated versions, the English version shall prevail.
- The failure of either party to enforce any right under these Terms shall not constitute a waiver of such right.
Contact Information
Pauline Artisanal Swim Knits Srl
Legal Address: Via Emilio Zago 9, 40128 Bologna (BO)
Email: pauline.paulineswim@legalmailservice.it
Phone: +39 351 625 4665 | +1 424 474 4735
Wholesale Website: www.buyer.paulineswim.it
VAT No: 04313611206
REA/Company Registration No: BO – 584357
Office Hours:
Monday to Friday
9:00–12:30
13:30–16:30