Wholesale terms applicable to all orders placed with Reina Olga S.A. Valid from season SS25/26. Subject to revision — the version in force at the time of order confirmation applies.
These General Conditions of Sale ("General Conditions") apply to all contracts concluded between Reina Olga S.A., with registered office in Via Arona 30, 7500 St. Moritz – Switzerland (CHE-271.649.623), hereinafter referred to as the Company, and any retailer or customer (Client), relating to the supply of products marketed by the Company. By submitting an order, the Client fully accepts these General Conditions, even if they differ from their own purchase conditions. Any modifications, additions or derogations will be valid only if expressly agreed in writing by the Company.
The order is sent by carefully completing the form provided by the Company. Following receipt, the Company will send an order summary (Offer) via email containing: • Type and quantity of products • Prices • Billing and shipping data • Date, place and costs of delivery • Copy of these General Conditions The Contract is considered confirmed, binding and irrevocable upon the simultaneous occurrence of the following conditions: 1. The Company receives the signed Offer without modifications 2. A deposit of 30% is credited within the specified deadline or, if not specified, within 5 working days from issuance The Offer can be signed electronically and sent via email; this method is considered valid and binding for all purposes. In case of non-payment, the Offer automatically lapses without the need for further communication.
• Unless otherwise agreed, prices are net of taxes, duties, transport and insurance costs. • Payment must be made by bank transfer to the indicated account: · 30% deposit to confirm the order · 70% before delivery • Bank charges are borne by the Client. • The Client must send proof of payment via email with the reason (order/invoice and name). Failing this, the order may be suspended. • The reference retail (RRP) and wholesale prices are those indicated in the Seasonal Catalogue (Annex A), which forms an integral part of this contract and contains the updated list of products and related prices. • In case of delay, late payment interest equal to the ECB rate +5% will be applied.
• Delivery takes place according to the terms and timing indicated in the Contract, to be considered indicative. • Unless otherwise agreed, delivery is Ex Works (EXW). • All transport and customs clearance costs and risks are borne by the Client. • Should the Company advance customs duties, they must be reimbursed immediately; failing this, delivery will be suspended. • Partial deliveries are allowed. Items are always supplied in a coordinated and paired manner (briefs + bra); unpaired products are never delivered. Failure to collect / pay: • In case of order cancellation or unjustified refusal of goods, a penalty will be due, with retention of the deposit and possible compensation, and the Company may terminate the contract after 15 days from the communication of the refusal. • The Company has the right to resell the same goods to other customers or distribution channels (e.g., other authorized retailers, directly through its own e-commerce, or through partner boutiques). • No guarantee of future availability.
• Products are guaranteed for 12 months from delivery against defects not attributable to improper use, transport or poor storage. • Specific requests (e.g., certifications, documents) incur additional costs. • In case of defects, the Company will replace the goods at its own expense. The Company is not liable for: damages from improper use, indirect or consequential damages, force majeure events, or events not attributable to willful misconduct or gross negligence.
The Company may terminate the Contract in case of: • Non-payment or delayed payment • Unjustified refusal of goods • Violation of these Conditions The Client must pay a penalty equal to the entire agreed amount, without prejudice to greater damages.
Online Sales and Restrictions • Online sales exclusively through the Client's e-commerce website compliant with the Company's standards. Sale on third-party platforms is prohibited unless authorized in writing. Definition of Continuous and Seasonal Products • Continuous Products (Carryover): models and colors marked in the catalog as "CARRYOVER" or "CARRYOVER – NO MARKDOWN", including crinkle fabric garments and iconic prints. • Seasonal Products: models and colors marked as "SEASONAL" and new seasonal variants. The updated list is communicated in the Seasonal Catalogue (Annex A). Promotions and Communication • Paid campaigns (e.g., Meta Ads, Google Ads) must be approved. Special promotions such as Black Friday may be authorized with written communication; a discount of up to 20% is allowed. The promotion can only be advertised via the Client's newsletter to contacts in their database. Other channels (website, social media, paid advertising) are excluded. Any other campaign requires written approval. Return Policy • Returns allowed up to 20% of the goods from continuous collections. • Deadline: by September 15th of the current year. • All return costs are borne by the Client. • Returned products must be intact, unworn and in perfect condition; acceptance is at the Company's discretion, after inspection. Pricing and Discount Policy • Systematic discounts on permanent collections are prohibited, unless agreed in writing. Consequences of Violation and Specific Penalties • Unauthorized use of materials: €5,000 per violation. Only official Reina Olga material (photographs, logos, texts, graphics) may be used. Self-created content requires prior written approval. • Sale on third-party platforms (e.g., Farfetch, Zalando): €10,000 + termination of relationship. • Any other conduct not conforming to the Company's communication, display or sales standards may result in revocation of Authorized Retailer status. Reference to Annexes These provisions are integrated with the Seasonal Catalogue (Annex A) and the Brand Image & Communication Policy (Annex B), which form an integral part of this contract.
This contract starts from the date of signature and has an annual duration, with tacit renewal unless written notice of termination is given 60 days in advance.
The Client may not disclose commercial conditions, price lists or other confidential information to third parties.
The Company reserves the right to check the Client's sales points (physical and online) to verify compliance with standards.
The Client may not resell products outside the authorized territory or through unapproved channels.
• No compensation or suspension of payments except by final judgment. • Personal data is processed according to applicable regulations and the Company's privacy policy. • The invalidity of a single clause does not affect the validity of the remainder of the contract. • Applicable law: Switzerland. • Exclusive forum: Chur (Switzerland).
The Client is authorized to use Reina Olga's brand, logo and communication materials exclusively for the purpose of selling and promoting the brand's official products. It is forbidden to modify, alter colors or proportions of the logo. Any use must comply with the Company's corporate image.
Official brand images must be used unaltered. The tone of voice must reflect the brand's values: elegance, authenticity and Made in Italy quality.
Promotion of Reina Olga products through the Client's website and social media is permitted. Promotion on marketplaces is prohibited unless authorized in writing. Paid campaigns must be approved by the Company.
Any promotions (Black Friday, Private Sale, etc.) can only be organized with the prior written approval of the Company, which will define limits and maximum percentages.
The Client is required to use exclusively official images, videos and materials provided by Reina Olga for the presentation of products on its channels, including e-commerce website, social media and digital showcases. The use of self-produced content or materials not approved by the Company is prohibited. Should the Client require new content or formats, they may request them from Reina Olga. Any non-compliant use must be previously approved in writing by the Company.
The Company may monitor the Client's digital channels to verify compliance. Violations may result in: revocation of authorization to use the brand, a penalty of up to €5,000, or termination of the contract.