RELLENA EL FORMULARIO PARA ACEPTAR LAS CONDICIONES GENERALES
ACEPTACIÓN DE LAS CONDICIONES GENERALES DE SERVICIO

Estás a un paso de empezar tu proyecto de sourcing con Italian Fashion Sourcing.
Al rellenar este formulario, confirmas que has leído y aceptas nuestras Condiciones Generales de Servicio, que regulan todas las actividades de sourcing y producción llevadas a cabo por Wave Srl.
Estas Condiciones definen con claridad:
cómo se desarrollan las sesiones de sourcing
los requisitos de pedido mínimo y las comisiones
las normas de producción con marca propia
las condiciones de pago y envío
los estándares de control de calidad
las limitaciones de responsabilidad
la ley aplicable y la jurisdicción competente
Constituyen el marco legal y operativo que rige todas las colaboraciones presentes y futuras entre tú e Italian Fashion Sourcing by Wave Srl.
Lee las Condiciones Generales
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Privacidad y Condiciones del Servicio

Versión resumida de las Condiciones Generales
SUMMARY VERSION OF THE GENERAL TERMS AND CONDITIONS OF SERVICE

This is a summary. The complete and legally binding version is the one you are
accepting, published at www.italianfashionsourcing.com. In case of any
discrepancy, the full version prevails.

BEFORE YOU ACCEPT, PLEASE READ THESE TEN POINTS
* Payment has a deadline. The deposit is due on the same day as the purchasing session. The entire balance is due within five calendar days from the date of the pro forma invoice. A bank confirmation of the executed transfer sent to us within that term counts as payment on time; a screenshot of a scheduled or pending payment does not.
* If the balance is late, a 5% surcharge applies and you receive only the goods still available. If it is not received within ten calendar days from the pro forma invoice, the order is cancelled automatically. No notice, no reminder, no warning is required. The cancellation charge and the full commission become due at once.
* Nothing is shipped until everything is paid. A partial payment gives you no right to any goods, not even in proportion. Goods are collected from suppliers only after full payment.
* Goods are not reserved until they are paid. They stay on the supplier's racks and pieces can be sold to others. If you pay late, you accept receiving only what is still available, with no claim for what is missing.
* Cancelling or reducing a confirmed order costs 30% of the cancelled part, whatever the reason.
* The 10% commission is always due in full on the order as originally confirmed. Cancelling or reducing merchandise never reduces it, because the sourcing work has already been done.
* All sales are final. No returns, exchanges or refunds, except for the specific defect remedies described below.
* Pay from an account in your own name. If someone else pays for you, tell us in writing first. That person acquires no rights and you remain solely liable.
* Do not open a payment dispute or chargeback. Any disagreement is settled with us directly. A chargeback means all resulting costs plus EUR 150 charged to you, and every order suspended.
* This is a business-to-business contract governed by Italian law, with exclusive jurisdiction of the Court of Florence. No consumer protection, no right of withdrawal, no cooling-off period applies. Recovery costs are borne by you.

SUMMARY BY SECTION
1. Object and Scope of Services
* These Terms regulate procurement, sourcing, online purchasing sessions, private label production and related services provided by Wave Srl to the Client.
* The Provider acts exclusively as an intermediary within the Italian wholesale and pronto moda districts, never as a manufacturer.
* Participation in sessions, requests for quotations, confirmations, or acceptance of goods constitutes full acceptance of this Agreement, even without a signed copy.
* You are our sole counterparty. Any arrangement or cost-sharing between you and a third party, disclosed or not, does not reduce, defer or split your obligations.
2. Client Identification and Onboarding
* Before the first purchasing session, and as a condition for holding it, you must provide your VAT or tax identification number, your business registration details and a valid identity document of your legal representative.
* The Provider may verify that information and may refuse or suspend the service if it is missing, incomplete or unverifiable.
* Export documentation cannot be issued without it. Any delay or cost caused by late or inaccurate data is borne by you.
3. Online Purchasing Sessions
* Sessions are held by appointment via agreed digital platforms and may extend over one or more working days.
* No session is opened and no supplier is visited on your behalf until the required deposit has been received in cleared funds.
* Vendor minimums (generally EUR 300 to EUR 500 per warehouse) and pack rules apply. Purchases must be confirmed during the session.
* Sessions may be recorded. Recordings are proof of the goods shown, the selections made and the confirmations given.
4. Production Orders (Private Label)
* Minimum 100 pieces per model. You are fully responsible for intellectual property compliance.
* Specifications, branding and labelling must be agreed in writing before production commences.
5. Research, Development and Prototyping
* Subject to separate quotation and full advance payment. Non-refundable, whether or not you proceed with production.
* Coordination fee: EUR 100 per supplier, plus 10% commission on the value of samples or prototypes.
* Development of a new product from concept is subject to a separate fee schedule. Tooling costs (moulds, cutting dies) are non-refundable and payable in advance.
6. On-Site Assistance (Florence, Prato, Pistoia)
* By appointment only, minimum one working day. Fee: EUR 250 per working day, payable in advance, plus the standard 10% commission.
* Accompaniment to production factories is reserved to Clients who have already placed at least one production order. Other Clients may be accompanied only to pronto moda and wholesale showrooms.
* The service exists to place orders. If no order is placed, the EUR 250 daily fee remains due.
* Bypassing the Provider or taking direct contacts with the suppliers visited: penalty of EUR 500 payable immediately, immediate termination of the tour without refund, and the EUR 250 daily fee still due.
* Rude or offensive conduct toward suppliers or our staff allows immediate termination of the visit, with the EUR 250 daily fee still due.
* No-show or late cancellation: EUR 250 daily fee plus EUR 250 minimum commission, total EUR 500.
7. Fees and Commission
* Procurement commission: 10% of the confirmed purchase amount up to EUR 20,000. Above EUR 20,000, subject to private negotiation.
* Minimum commission EUR 250 per purchasing session and EUR 250 per production order, regardless of duration, value or number of suppliers involved.
* The EUR 250 minimum session commission is payable in advance as a condition of booking and is non-refundable once the session is scheduled, whether or not you attend or purchase. It is set off against the commission due on any order confirmed.
* The commission is due upon confirmation and is calculated on the order as originally confirmed. It is never reduced by a later modification, reduction or cancellation.
* Fees include supplier scouting, purchasing coordination, collection, packing and export documentation. Additional services are invoiced separately.
* Prices are those applied by the supplier. Any objection on price must be raised before confirming the order. Afterwards, prices are final and no objection on price, discount, currency or exchange rate suspends or reduces what is due.
8. First Order Deposit
* A deposit is required for every first order, and for any later order where the Provider considers it appropriate. It is a condition for the session to be held.
* The amount is determined by the Provider at its sole discretion, based on your declared budget, the categories and quantities indicated, the number of suppliers to visit and the commercial risk. No justification of the amount is owed.
* It must be received in cleared funds before the session begins. It is applied against the final invoice, and is non-refundable in case of cancellation, withdrawal, no-show or failure to pay the balance in time.
* The Provider may set a maximum value for a first order and decline anything above it until you have completed one fully paid transaction.
* Sums received are applied first to fees, commissions and penalties, then to shipping, and only then to merchandise.
9. Order Confirmation
* Orders must be confirmed in writing. Electronic communications, including WhatsApp and email, are legally binding.
* Free modifications are allowed only within the same working day of confirmation and no later than 8:00 PM Italian time, and only if they do not amount to a cancellation.
* Anything requested after that window is governed by the cancellation charges below.
10. Cancellation and Modification Charges
* Any cancellation or reduction of a confirmed order requested after the free modification window - partial or total, one supplier or several, whatever the reason - carries a charge of 30% of the value of the cancelled or reduced portion.
* The commission remains due in full on the order as originally confirmed.
* The charge is an agreed pre-estimate of our loss: staff time, the commitment given to the supplier on your behalf, and the damage to our standing in the district. Further damages may still be claimed.
11. Availability Risk and Shortages
* Goods selected during a session are set aside as a courtesy. They are not reserved or removed from sale until payment is received in full, they remain on the supplier's premises in an area accessible to staff and other buyers, and individual pieces may be sold or taken by others.
* The risk grows with every day between confirmation and payment, and is borne entirely by you if you pay late.
* If you pay late and part of the goods is gone, the order is fulfilled as to the available goods only. The value of the missing pieces is deducted, and that deduction is your sole remedy: no compensation, no replacement, no cancellation of the rest.
* If you pay on time and goods prove unavailable, we will look for equivalent items and, failing that, refund or credit their value at your choice.
* In every case the commission remains due in full on the order as originally confirmed.
12. Shipping
* Incoterms 2020 - DAP. Import duties, customs clearance and local compliance rest entirely with you. Risk transfers to the courier upon handover.
* At the time of the pro forma invoice we give a non-binding indicative estimate, as a rate per volumetric kilogram and an approximate number of boxes.
* The binding quotation can only be issued once the goods are collected, consolidated, checked and repackaged, because it depends on the final number of boxes, volume and weight. The declared amount must be paid in full before the goods leave.
* No objection about shipping costs suspends, reduces or defers your obligation to pay for the merchandise and the commission.
* You may propose a different official licensed courier, subject to our prior approval. You may negotiate the rate yourself, but you must give us the courier's full contact details and the agreed quotation.
* We always remain the courier's customer: the courier invoices us, we pay it and we charge that cost to you before dispatch. This is necessary because we exchange customs and export documents with the courier throughout the shipment. No shipment is booked in your name.
* With your own courier, a handling and export documentation fee of EUR 0.50 per chargeable kilogram applies (actual or volumetric weight, whichever is greater), with a minimum of EUR 40 per shipment. No handling fee applies when we ship with our courier.
13. Payment Terms
* Orders are processed, collected and dispatched only after 100% advance payment.
* The deposit is payable on the same calendar day as the purchasing session. The balance is payable within five calendar days from the date of the pro forma invoice, and in any case before goods are collected.
* Payment counts as made on time if, within those five days, you have executed it and sent us a verifiable proof: a confirmation from your bank or payment provider with amount, beneficiary and a traceable reference (SWIFT/MT103, UETR or transfer ID), provided the funds then arrive within ten days. A screenshot of a scheduled, pending or cancellable payment is not proof. If the proof is false or the payment is recalled or not received, it counts as never made.
* Time is of the essence. Suppliers in this district require immediate settlement, and these terms are an essential condition of our willingness to place orders for you.
* If after five days the balance has not arrived and no proof has been sent, the amount due is increased by 5%. The order stays in force, but goods no longer available when you pay are lost, with no claim.
* If the balance, including any surcharge, is not received in full within ten calendar days from the pro forma invoice, the order is automatically cancelled, without notice or any further declaration. The 30% charge and the full commission become immediately due, and sums already received are retained against them.
* Any extension we may grant is exceptional, must be in writing, applies only to that instance, and waives nothing.
* Accepted methods: bank transfer, credit and debit card. Card payments carry a processing surcharge from 2.5% to 4.5% of the amount paid, depending on the card used, indicated at the time of payment. All bank charges and transaction costs are yours.
* Any other amount due - shipping, storage, cancellation charges, commissions - unpaid for more than five calendar days is increased by a 5% surcharge.
* No set-off, withholding or deduction is permitted for any reason, including alleged counterclaims.
14. Identification of the Payer
* All payments must come from an account, card or instrument held in your name or your registered business's name.
* If a third party is to pay on your behalf, you must tell us in writing in advance and identify that person. You remain solely liable. The third party acquires no rights against us, no title to the goods and no standing to raise any claim.
* We may refuse or reverse a payment received from an undisclosed third party and suspend the order until payment comes from an account in your own name.
15. Payment Disputes and Chargebacks
* Any disagreement about the order, the goods, the services or the amounts due must be raised directly with us, and is governed by this Agreement, Italian law and the Court of Florence.
* You undertake not to initiate any chargeback, payment dispute or reversal with any bank, card issuer or payment provider. Doing so instead of using the contractual remedies is a material breach.
* If one is initiated you reimburse all resulting costs - processing fees, provider charges, currency losses, the cost of preparing our response - plus a fixed administrative charge of EUR 150 per procedure. All orders and services are suspended for its duration.
* You acknowledge that purchases under this Agreement are wholesale purchases of goods intended for resale, made in the course of a business, and are therefore excluded from the buyer-protection programmes of the principal payment providers.
16. Retention of Title
* Goods remain our property and in our possession until the value of the goods, commissions, service fees, shipping, storage and every other charge has been paid in full.
* Payment for the goods alone does not entitle you to delivery or to transfer of ownership. Nothing is released, shipped or made available for collection until the entire balance is settled.
* In case of non-payment: storage of EUR 50 per cubic metre per month, non-divisible, any volume below one cubic metre counting as a full one; and after 30 days we may resell or dispose of the goods without refund or compensation, retaining payments made as a contractual penalty.
* Retention and resale do not extinguish the debt. What is owed remains payable, less only the net proceeds actually realised.
* Paying suppliers directly does not exempt you from our commission and fees. We may suspend any ongoing or future service until full settlement.
17. Liability
* The Provider acts solely as intermediary and is not liable for supplier defects, delays or non-performance. No guarantee of commercial success is given.
* Liability is in all cases limited to the amount actually paid for the specific service or order giving rise to the claim.
18. Quality Control
* Quality standards correspond to the price range and market segment of the products ordered. For ready-to-wear, up to 5% minor defects are industry-acceptable, with no refund, replacement or price reduction.
* All goods are sold on a final-sale basis: no returns, exchanges, refunds or credits, including for change of mind, incorrect selection or lack of commercial success.
* Full piece-by-piece inspection is available at additional cost, quoted in advance.
* Claims for defects, shortages or discrepancies must be sent by email within five working days of receipt, with photographic evidence. Failing that, the goods are deemed accepted without reservation.
19. Non-Circumvention and Non-Competition
* While the Agreement is in force, and until any withdrawal takes effect, you shall not engage any other buyer, intermediary or sourcing agent operating in Florence, Prato or Pistoia for identical or similar activities.
* For two years from the first introduction, you shall not buy from or deal with a supplier we introduced, directly or through any intermediary, agent, related company or third party. This survives the end of the Agreement.
* After each session or visit we send you the list of introduced suppliers. Unless you object in writing within five working days, it is conclusive evidence of the introduction and its date.
* Violation: contractual penalty of 20% of the value of the orders placed in breach, without prejudice to further damages.
* The two-year restriction does not apply to a supplier if you prove, with earlier invoices or transport documents sent within those five working days, that you already bought from it; if you pay in advance a release fee equal to the greater of EUR 250 and 50% of the commissions we earned on your orders in the previous twelve months, and we confirm in writing; or if you prove a serious breach attributable only to us on orders with that supplier, not remedied within fifteen working days of a detailed written notice. Supplier defects, delays or shortages do not count as our breach. A release is not retroactive.
20. Client Status, Warranties and Compliance
* You contract exclusively as a business operator, for resale or business use, never as a consumer. No consumer-protection rules, rights of withdrawal or cooling-off periods apply, whether under Italian law or the law of your country.
* You warrant that you are a duly registered business with a valid VAT or tax identification number, authorised to purchase, import and resell the goods lawfully.
* All payments must be in Euro. Any quotation in another currency is indicative only, and conversion costs or exchange losses are yours.
* Anti-money-laundering and anti-bribery laws apply. You are solely responsible for the lawfulness and authenticity of the goods you select, and hold us harmless for counterfeit or non-compliant goods.
21. Notices
* You elect as your domicile for all communications the email address and the messaging number used during the relationship.
* Notices, invoices and demands sent to those addresses are deemed received on the date of transmission. Blocking, deleting, filtering or not consulting those channels affects neither their validity nor the running of any contractual term.
22. Termination and Force Majeure
* We may terminate immediately in case of assignment without consent, insolvency, a payment default exceeding 30 days, or a chargeback opened in breach of this Agreement.
* No liability for force majeure events. Services may be suspended or terminated upon written notice.
23. Confidentiality and Duration
* Supplier information, pricing, methods and know-how are strictly confidential. Disclosure to third parties without our written consent is a material breach.
* The Agreement is open-ended. Either party may withdraw at any time with 60 days' written notice, also by email or WhatsApp. Orders, sessions and amounts accrued before withdrawal remain governed by the Agreement.
24. Governing Law, Jurisdiction and Debt Recovery
* Italian law applies. Exclusive jurisdiction: the Court of Florence, Italy.
* In case of non-payment we may appoint both an Italian lawyer and a lawyer in your country. Jurisdiction remains Florence, but we reserve the right to also act before the court of your place of residence, registered office or business.
* Statutory interest on late payments accrues automatically. Regardless of local legislation, all legal, judicial and extrajudicial costs of recovering the credit are always borne entirely by you.
25. General Provisions
* No waiver: our failure or delay in enforcing any right, remedy or penalty is not a waiver of it.
* Amendments are valid only in writing. WhatsApp and email are a valid written form.
* If any provision is held invalid, the rest remains in force.
26. Reference to the Full Terms
* This document is a summary. The complete and legally binding version of the General Terms and Conditions of Service is available at www.italianfashionsourcing.com.
* In case of any discrepancy, inconsistency or interpretative doubt, the full version published on the website prevails.

ITALIAN FASHION SOURCING by WAVE SRL
Wave Srl
Via Giovanni da Cascia, 27 - 50127 Firenze (FI)
Tel.: +39 055 016 68 42   Email: info@wavedigital.it
P.I. 06928860482   REA: FI-666884
Framework Agreement for Procurement, Sourcing and Private Label Production Services
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