Lanificio Luigi Zanieri

SALES CONDITIONS AND QUALITY PROTOCOL SMI

Woven wool fabrics

1. Order confirmation

Orders are to be considered as booked only upon issue

of order confirmation by the supplier, reporting the agreed

delivery date, within 10 calendar days from the date of

receipt of the order, it being understood that the supply

may not be made or may be made only in part in the

event of occurrences beyond the supplier’s control,

preventing due performance or in the event of outstanding

payments for previous supplies/and or invoices. In such

cases, the Supplier shall advise of the non-shipment or

partial shipment of the goods ordered without having any

liability of any kind in relation thereto.

2. Standard piece

Sales to garment makers are “as per sample”, considering

as reference sample length or sample piece as previously

sent. The garment maker will carry out on this sample cutting,

seaming and ironing tests so as to verify its compliance with

the requirements for the intended use it being understood,

unless otherwise agreed in writing by both parties, that the

sample shall then be deemed duly accepted by the garment

maker, and will be used as reference for the subsequent

deliveries as far as appearance, handle, color and results

of cutting, seaming and ironing tests are concerned. Possible

deviations from said standard must be agreed between

garment maker and supplier.

In lack of a fabric data sheet, the sample piece can be

considered a reference only in case it did not undergo

additional treatment. Garment makers are supposed to

inform the supplier in case of matches of fabrics, designs

and colors. If they fail to do so, garment makers shall be

deemed to have waived all rights to make any claims in

this regard..

3. Fabric data sheet

The fabric data sheet (see form in attachment) will be

provided together with each item, for which a garment

maker may request a sample in order to prepare a

collection book and/or standard piece, and it will include

the following fields:

- item’s special features;

- composition of final fabric (fiber, according to D.L. 194/

99 and yarn counts)

- weight per square and linear meter;

- total width (selvedges included);

- working width except selvedges, stenter pin holes o

indelible marks of finishing machines or, in case of

fabrics without selvedges, the width measured between

the two edges by deducting 1 cm on each side – unless

otherwise agreed upon special requests of the garment

maker.

- dimensional stability – steaming and washing

- seam slippage, pilling, tensile strength, resistance to

abrasion are to be reported only when explicitly

requested;

Garment makers are entitled to verify the fabric data sheet

and to possibly evaluate whether a given article suits their

requirements and, by using it, waive the right to raise any

objections concerning third party claims that may arise

due to any improper use..

On request, additional elements other than those listed

in the fabric data sheet can be included at a premium

that will cover the cost of further analysis and inspections.

In case a claim is raised any verification analysis must

be carried out by SINAL approved laboratories. SINAL

stands in Italy for National Laboratory Validation System.

4. Piece length

Each single piece is supplied in a standard length as

detailed by the fabric data sheet. A +/- 10% variation on

length is still acceptable.

5. Tolerance on quantity

The quality and quantity of the goods that the Supplier shall

supply shall be set forth in the order confirmation, or in the

invoice furnished at delivery. In the case of goods delivered

with zero defects, having been inspected by a control center

jointly agreed upon with the garment maker, the surcharges

set forth for in the relative price list shall be applied and no

tolerances whatsoever will be accepted. In all other cases,

the parties agree to the tolerances set forth in each order

for each quality/ shade/color as listed below:

- up to 1.000 meter: +/- 5%

- between 1.050 and 5.000 m: +/- 2% (with min. quantity

50 m)

- over 5.000 meters: +/- 1% (with min. quantity 100 m)

Any differences beyond the above-mentioned limits shall

be negotiated in good faith by the parties without giving

rise to any right to cancel the order. Should the parties

not reach agreement on the value difference and should

the Supplier not accept the garment maker’s claims, the

parties shall submit the issue for settlement to a jointly

appointed commission laboratory, or in the event no such

appointment is agreed, then to the Chairman of the Prato

Chamber of Commerce; the appointed laboratory shall

fairly assess and decide the issue pursuant to and in

accordance with Article 1349 of the Italian Civil Code and

shall be entitled to recover its costs from the losing party.

Garment makers will accept a +/- 1% tolerance between

the quantity being billed and the actual quantity on woven

items. This tolerance will be extended to - 2% for warp

stretch fabric. Different quantities are subject to

agreement between the parties.

6. Fabric width

The width of fabric will be as per the fabric data sheet

and will be copied on order confirmations.

Width measurement will be carried out prior to any

additional treatment if not differently agreed between the

garment maker and the supplier.

With the exception of goods already inspected by

agreement with the garment maker as per the provisions

of Article 5 above, in case the usable width is narrower

than the declared one, the garment maker is entitled to

reject the piece or to keep it with a 4% discount plus the

total per cent difference between the found width and the

declared one.

e.g.

a) Declared usable width as stated in the Purchase Order:

150 cm

b) Actual workable width: 147 cm

c) Difference: 3 cm, thus 2%

d) Discount 4% + 2% = 6%

In case a garment maker figures out a worse damage,

both parties may agree a higher discount.

7. Weight of fabric

With the exception of goods already inspected by

agreement with the garment maker as per the provisions

of Article 5 above, weight per square meter refers to the

finished product with a -4+6% tolerance on the value given

by the fabric data sheet. It is worthily to remark anyway

that this parameter does not apply to some special

products, such as stretch fabric and so on. For such

products the supplier will define some special tolerances

on the fabric data sheet.

Any differences beyond the above-mentioned limits shall

be negotiated in good faith by the parties without giving

rise to any right to cancel the order. Should the parties

not reach agreement, the issue shall be submitted for

settlement to the commission laboratory as foreseen

under Article 5 above.

8. Skew (weft not perpendicular to warp) and bowing

(warp way sinuosity)

Both non-conformities may present different extents, in

relation to the actual defect of fabric.

With the exception of goods already inspected by

agreement with the garment maker as per the provisions

of Article 5 above, the following tolerances can be applied,

if not differently specified by the fabric data sheet.

Weft skew:

- Fabrics with visible weft, including printed fabrics: 2%;

- Fabrics with invisible weft: 3%;

Sinuosity:

- Fabric with visible weft, including printed fabrics: 1%

- Fabric with invisible weft: 2%.

Stretched, loose or sinuous selvedges are not acceptable.

Any differences beyond the above-mentioned limits shall

be negotiated in good faith by the parties without giving

rise to any right to cancel the order. Should the parties

not reach agreement, the issue shall be submitted for

settlement to the commission laboratory as foreseen

under Article 5 above.

9. Measurement of repeats

With the exception of goods already inspected by

agreement with the garment maker as per the provisions

of Article 5 above, fabrics with repeat designs may be

supplied with a +/- 2% tolerance on the size of the repeat

itself, unless differently stated on the fabric data sheet.

Measurements will be carried out as follows:

Materials:

- A flat table, at least the size of the sample being

examined.

- A Line meter

How to do the test

Measure the length of not less than 10 patterns. If patterns

are smaller than 10 cm, one meter of fabric is the

minimum test length.

At least 5 measurements must be taken along the piece,

in fault-free areas.

Results

Readings must be crosschecked with values listed on

the contract. If no specification is made in the wording of

the contract, the sample piece must be regarded as a

standard.

The largest difference, because of smaller or bigger

repeats, will be determined.

Any differences beyond the above-mentioned limits shall

be negotiated in good faith by the parties without giving

rise to any right to cancel the order. Should the parties

not reach agreement, the issue shall be submitted for

settlement to the commission laboratory as foreseen

under Article 5 above.

10. Dimensional stability

Standard tolerances of dimensional stability cannot be

defined because of the variability of texture, yarn, patterns

and typology of fabric. It is therefore recommended to

refer to dimensional stability on each single product’s

fabric data sheet.

Supplier will undertake to stick on fabric data sheet values.

If garment makers do accept dimensional stability as it is

shown on the card, each piece must respect the given

tolerance values, that are reported on the data sheet, with

the exception of goods already inspected by agreement

with the garment maker as per the provisions of Article 5

above. In case of a discrepancy the garment maker and

the supplier will reach an agreement on the most

appropriate corrective action that might bring stability back

within the agreed limits. Whenever the supplier deems it

impossible to improve stability, the garment maker is

entitled to reject the fabric or to keep it anyway, with a

discount.

Quality claims are ruled according to:

- DIN 53894 in acclimatized conditions for men fabrics

- the testing procedure hereafter for women fabrics

15 sec. steaming from upper plate only + 10 sec. vacuum;

values reading;

re-position fabric;

15 sec. ironing + 10 sec. vacuum on the very same

sample;

values reading.

11. Repeatability of colors and tolerances.

With the exception of goods already inspected by

agreement with the garment maker as per the provisions

of Article 5 above, colors evaluation is carried out by

trained personnel only by means of visual control of the

piece under D 65 light.

The garment maker is supposed to declare the final

application of fabric, in case of composé and mix and

match.

Repeatability of sample book colors, based on lab tests

and small scale printings, cannot be guaranteed on a

mass production scale, namely if compared with cylinder

or hand-machine screen printing productions. Suppliers

will endeavor to keep the color of pieces being produced

as close as possible to one of these references:

1) Color cards as made available by garment makers.

Digital codes and colors must be approved and cards

must be signed and returned to garment maker. In case

a color is not available in the color sample book of the

suppliers, these are supposed to submit a lab-dip

sample to the garment maker for approval; if possible,

in sight of the possible effects of finishing operations;

2) Color cards as made available by the supplier.

3) Swatch samples.

The difference in color between reference sample and

production items, even with the latter delivered in different

lots and if not differently specified by the fabric data sheet,

shall not exceed the spectrophotometric limits reported

in the table below.
The difference in color between reference sample and
production items, even with the latter delivered in different
lots, shall not exceed the spectrophotometric limits
reported in the table below.
PLAIN COLOR FABRICS (PIECE OR YARN DYED)
WITHOUT ANY SPECIAL FINISHING OPERATION
(E.G. GRINDING ETC.)
SPECIFICATIONS CMC (2:1) - D65
Fibers “E
1 Wool 0.8
2 Silk 1.0
3 Cotton/ Rayon/Acetate 1.2
4 Synthetic and blends 1.2
Suppliers will mark the original lot on each single piece
label, bearing in mind that a single piece, unless differently
stipulated, cannot be called a lot. It is agreed anyway that
assembly of each garment will be made solely of parts to
be cut away from the same piece.
In case of mattress cut the maker up will make sure to
keep a strict segregation amongst pieces. In case a
garment maker clearly specifies that fabrics made of
different fibers or having different weights will be matched
together in composé garment and /or whenever mix and
matches are planned, a supplier will endeavor to maximize
color matching of each of group of articles, possibly
submitting them to garment maker for final approval.
12. Color variation on center to selvedge and head
to tail, unevenness, halos
With the exception of goods already inspected by
agreement with the garment maker as per the provisions
of Article 5 above, evenness evaluation is carried out by
trained personnel only by means of visual control of the
piece, and of its related composed strip, under D 65 light.
As center to selvedge shall be understood:
a) the shade difference between the center and the two
selvedges;
b) the shade difference between the two selvedges;
c) the decreasing (degradé) difference between the two
selvedges.
Differences in color must be measured by a spectrumphotometer
by using the CMC (2:1) D-65 formula and on
each piece dyed or yarn dyed fabric they should not
exceed a “E = 0,5.
For fabric that has been subjected to further finishing treatment,
like grinding, or has been open-width dyed, garment makers
will refer to the values in the fabric data sheet.
In case of fabrics showing wider center to selvedges (not
recoverable), that may be cut yet to narrower widths or
different markers, the parties will agree upon a related
allowance or increase of fabric consumption.
As heads and tails shall be understood the difference in
color between the beginning and the end of the out of the
strip. Such difference, measured with spectrophotometer,
formula CMC (2:1) – D65, shall not exceed D = 0.6 for all
fabrics. Readings are carried out center-to-center on the
head and tail composed strips.
Unevenness and halos may be hardly detected on wool
fabrics by visual inspection, hence they are to be
considered as hidden defects.
13. Color fastness
With the exception of goods already inspected by
agreement with the garment maker as per the provisions
of Article 5 above, fabric data sheet values and the
provisions of UNI EN ISO 105 standard will identify the
color fastness to: light, perspiration, dry cleaning with
perchloroethylene, washing, rubbing, ironing, spotting
water and water.
14. Fabric defects
We consider visible or evident defects all of those
imperfections than can be eye-spotted on fabrics at the
time of delivery and may cause prejudice to the finished
garment
On the other hand we have hidden or concealed defects
whereas instrumental analysis is required in order to
detect them. This includes defect gaining physical
evidence during or after a standard production process.
The Supplier guarantees the quality of the goods for six
months from the date of delivery. Such guarantee
excludes all defects arising due to transportation, incorrect
processing by the garment maker, improper use,
inappropriate storage or maintenance. The maximum
liability of the Supplier hereunder shall in any event be
limited to the price paid by the garment maker for the
consignment of goods in question. The guarantee
expressly excludes any and all other damages including
consequential and/or indirect damages and replaces and
supersedes any and all further guarantees, whether
explicit, implied or provided by law, which are excluded
from these terms and conditions.
15. Discounts /allowances
Defects are marked as follows:
- ‘minor defect’: green seal
- “medium defect”: yellow seal
- “major defect”: red seal
- “constant defect”: blue seal
Unless otherwise settled, reference is made to the
definitions below:
- “minor defect”: any defect not exceeding 5 cm, both
warp and weft wise;
- “medium defect”: any defect between 5 and 60 cm,
both warp and weft wise.
- “major defect”: any defect over 60 cm weft wise;
- “constant defect”: any defect over 60 cm warp wise.
Unless otherwise settled, the respective allowances are
listed below:
- ‘minor defect’: 15 cm
- “medium defect”: 30 cm
- “major defect”: 60 cm
- “constant defect”: defect’s length
The garment maker may accept pieces with maximum 8
defects, basis 50 m, not exceeding though an overall
allowance rate of 8%. It is worthily to remark anyway that
this parameter does not apply to some special products.
For such products the supplier will define some special
tolerances on the fabric data sheet.
For men wear fabrics the garment maker may accept
pieces with maximum 6 defects, basis 50 m, not
exceeding though an overall allowance rate of 5%.
Beyond the limits mentioned above, the garment maker
is entitled to accept pieces upon discount. Should no such
agreement be reached, the parties shall submit the issue
to the decision of the commission laboratory as foreseen
for under Article 5 above.
16. Claims
In case of visible defects, the supplier’s liability is limited
to the goods in “as delivered” conditions and prior to any
further treatment, such as steaming or decatizing, unless
otherwise stipulated between parties.
Any claim on visible defect must be raised and notified to
the supplier in writing within 10 working days from the date
of delivery. Claims can be announced on the phone and an
agreement can be found on liabilities whenever it is decided
that processing on the lot being claimed can be continued.
As far as hidden defects are concerned, claims must be
raised and notified to supplier within eight working days
from the date of their detection and/or eight working days
from the date a claim has first been notified by the end
garment maker(s). Goods under claim must be kept 10
calendar days at supplier’s disposal, so to enable the
supplier himself to carry out any inspection or analysis
he deems necessary. Goods must be safeguarded and
stored in good practice conditions.
The Supplier shall inspect the goods subject to claim in
order to ascertain whether the defect exists and is
attributable to the Supplier. Only if the Supplier is satisfied
that this is the case shall the Supplier be liable for the
defect in accordance with, and within the limits set forth
in, these terms and conditions.
17. Return of goods
Any return of defective pieces must be authorized by
supplier in written or by telephone within 10 calendar days
from the date of claim, after grounds of claim have been
duly ascertained, if the supplier requires verification. Any
returns without Supplier’s prior authorisation shall not
entitle the garment maker to any credit note.
Returns for claims are forwarded at supplier’s charge.
All pieces, when returned, must be duly rolled open-width
on a cardboard tube, they must be properly wrapped, right
side inside. In case of pile fabrics, rolling must not be
done counter pile.
Pieces returned for defects detected during garment
makers’ inspections must show the conventional defect
seals (or other marks) described above.
Unless otherwise stipulated, pieces that can be reprocessed
must be re-delivered to garment makers as
soon as possible, unless agreed otherwise.
18. Delivery terms and conditions
As delivery date shall be considered the date agreed
between the parties and reported on the order
confirmation, ex works, with a dead-line of 15 calendar
days, beyond which the parties will decide for a further
postponement or for different counter-measures. Any
delays beyond the above-mentioned grace period shall
entitle the garment maker to cancel the particular order
with no right to damages of any kind whatsoever.
Force majeure cases, where events beyond the supplier’s
control or responsibility result in late deliveries (strikes,
severe weather or unforeseen damages, etc.) will not be
eligible for order cancellations or refunds, if suppliers
promptly notify garment makers of the problems occurred
and agree a new delivery date.
All pieces, when delivered, must be duly rolled open-width
on a cardboard tube, they must be properly wrapped, face
inside. In case of pile fabrics, rolling must not be done
counter pile.
19. Order cancellation
A garment maker may ask to cancel orders or programs
for loom-state fabrics. Suppliers will evaluate such request
on the basis of their process schedule or possible
alternative destination for such materials. In case of an
exclusive design, garment makers will be asked to refund
tooling costs (screens and rollers for printing, cardboards
or computerized programs for jacquard patterns and so
on).
20. Payment terms – Maintenance of ownership
Payment terms are agreed between parties on each order
and will be recalled upon order confirmation.
Payments will always be transferred to the supplier’s
headquarters if not differently stipulated. Overdue
payments will waive any right to special discounts. When
a garment maker fails to meet a payment obligation, and
if not otherwise agreed, suppliers are entitled to stop
manufacturing and delivering orders until the full
settlement of dues. An official call for solicitors is not
needed in order to start such an action.
Disputes arising from claims not settled upon mutual
agreement will be ruled by the provisions of the relevant
trade regulation.
The garment maker agrees that it shall in no event
suspend or delay payment for the goods nor make any
claims prior to effecting payment in full for the supply. In
the event of late payment, the Supplier may have recourse
on the laws in force governing late payment in commercial
transactions, as well as to compensation for any further
damages. Title to the goods shall pass to the garment
maker only upon full payment of the purchase price. In
the event of late payment, the Supplier shall also have
the right to re-possess the goods without any other
formality, reserving all Supplier’s rights to seek any further
opportune remedy for the prejudice suffered.
21. Price validity
Suppliers are supposed to quote prices to garment
makers by the time they choose one or more items (either
it is a trial lot or regular production), including minimum
ordering quantities on each item or alternative of same.
By the time a garment maker places an order for samples,
suppliers will fix a price for the whole season.
22. Disputes
The parties hereby agree to submit any dispute arising in relation
to this contract to the conciliation procedure provided for by the
Conciliation Desk at the Prato Chamber of Commerce for Trade
Industry and Agriculture (“CCIAA”) In the event that conciliation
does not settle the dispute, said dispute shall be settled by a
jointly appointed sole arbitrator or where such appointment is
not jointly agreed, then appointed by the CCIAA. The arbitrator
shall rule on the dispute pursuant to the procedure and laws in
conformance with the Rules of the Chamber of Arbitration of
Prato applying Italian law and these terms and conditions.

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