General Terms and Conditions of B2B Sale

Last updated: July 2026

Wholesale platform reserved exclusively for business operators holding a VAT number.

1. Seller's Identification Details

• Company name: L&Y S.r.l.s.
• Registered office: Via Torino 118/A14, 10036 Settimo Torinese (TO)
• VAT number: 13345320017 — REA: TO-1356798
• Share capital: €9,900.00 fully paid-up
• PEC: [email protected]
• E-mail: [email protected]
• Website: www.leysettimo.com

2. Scope of Application and Exclusively B2B Clientele

These General Terms and Conditions of Sale (hereinafter "GTC") govern the business relationship between L&Y S.r.l.s. (hereinafter "L&Y") and the purchasing customer (hereinafter "Customer"), registered on the platform www.leysettimo.com.

The platform is accessible exclusively to professional business operators (entrepreneurs, traders, retailers, agents) who purchase in the course of their business or professional activity, holding a valid Italian VAT number or a valid EU VAT number.

Access and purchases by end consumers are prohibited. L&Y reserves the right to verify the Customer's status as a business operator at any time — including after an order has been placed — and to cancel orders placed by parties who do not hold such status, with a full refund of amounts paid.

3. Registration, VAT Number Verification, and Account Approval

Access to the catalog and to placing orders requires mandatory registration with a VAT number. The verification process is as follows:

• Italian operators: formal verification of the tax code/checksum of the Italian VAT number
• EU operators: automatic verification through the VIES (VAT Information Exchange System). In the event of unavailability of the VIES system or situations requiring further review, verification is carried out manually by L&Y, normally within 24 hours
• Non-EU operators (currently: Switzerland and the United Kingdom): manual verification of the tax documentation provided

L&Y reserves the right to request additional documentation at any time to verify the company's identity, the validity of the VAT number, VIES registration, ownership of the business, or eligibility to purchase wholesale. Refusal to provide such documentation constitutes grounds for refusal or cancellation of the account.

L&Y also reserves the right to refuse, suspend, or close the account at any time, even without obligation to state reasons, in particular in the presence of untruthful data, suspicion of fraud, or use not in keeping with the B2B nature of the platform. The account is personal and may not be transferred to third parties.

4. Catalog, Images, and Colors

The catalog includes items in the women's wholesale fashion sector. Product images are for illustrative purposes only and do not constitute a binding contractual representation of the goods.

The colors displayed may differ from the physical product due to monitor calibration, brightness/contrast settings, and lighting conditions during photography. Minor chromatic differences do not constitute a defect and do not give rise to a right of return or refund.

5. Product Availability

The availability shown on the Site is generally updated every evening (barring unforeseen operational circumstances) and not in real time. L&Y manages inventory across multiple sales channels — physical store with showroom, website, and other commercial channels: online availability may not reflect actual stock at the time of the order.

Availability is not guaranteed until the order is confirmed by L&Y. In the event of subsequent unavailability, L&Y will promptly notify the Customer, alternatively proposing:

• Replacement with an equivalent item in style, quality, and value
• Commercial voucher usable on future orders
• Other commercial solution agreed in writing between the parties

L&Y is not responsible for subsequent unavailability due to sales made through the commercial channels indicated above.

6. Prices, VAT, and Pricing Errors

Prices are expressed in Euro (EUR) per unit/piece within the pack. The applicable VAT regime is as follows:

• Italian customers: 22% VAT shown on the invoice
• EU customers with a valid VAT number verified through VIES: VAT exemption pursuant to Art. 41 of Decree-Law 331/1993 (intra-community supply) — 0% rate
• Non-EU customers (e.g., Switzerland, United Kingdom): export regime — 0% rate pursuant to Art. 8 of Presidential Decree 633/1972

Shipping is carried out exclusively to the country associated with the VAT number provided during registration. Goods may not be delivered to a country other than the country associated with that VAT number, unless otherwise agreed in writing in advance.

L&Y reserves the right to change prices at any time without notice; the price at the time of order confirmation shall prevail. In the event of an evident material error in the published price, L&Y reserves the right to cancel the order and fully refund the amounts paid.

7. Sale in Series and Packs — Minimum Order

Items are sold exclusively in predefined packs or size series, as indicated on the respective product pages. Size and color compositions are binding and may not be modified by the Customer, unless otherwise agreed in writing in advance.

A minimum order of €100 excluding VAT (where applicable) applies. Orders that do not reach the minimum threshold cannot be completed on the platform.

8. Textile Industry Tolerances

The apparel industry is subject to standard international production tolerances. The following variations do not constitute a defect and do not give rise to a right of return, replacement, or refund:

• Chromatic variations between items of the same model from different production batches
• Size differences within the standard tolerances of the fashion industry
• Slight variations in finishes, stitching, and decorative details between items of the same model

9. Formation of the Contract and Acceptance of the Order

The order placed by the Customer constitutes an offer to purchase. Payment of the order does not constitute automatic acceptance of the same by L&Y.

The contract is deemed concluded at the time the goods are handed over to the carrier, following successful completion of the following checks:

• Verification of the availability of the items ordered
• Verification of the validity and accuracy of the Customer's tax data (VAT number / VIES)
• Verification of correspondence between the shipping country and the country of the VAT number provided
• Absence of anomalies in the order, suspicion of fraud, or untruthful data

L&Y reserves the right not to accept or to cancel the order, even after receipt of payment, in the event of a negative outcome of the checks, suspicion of fraud, untruthful data, or any circumstance that makes fulfillment of the order inadvisable.

In the event of cancellation due to fraud, untruthful data, or impossibility of fulfillment attributable to L&Y, any payment received is fully refunded. In the event of cancellation at the Customer's request, L&Y is not required to provide an automatic refund: at its discretion, a commercial voucher usable on future orders may be issued.

10. Payment

The accepted payment methods are:

• Advance bank transfer
• Credit/debit card and digital wallets via Shopify Payments

Payment must be made in full prior to shipment. The order is not considered confirmed until payment is received. In the event of non-payment within the deadline, L&Y may cancel the order without further obligation.

11. Retention of Title

Pursuant to Arts. 1523 et seq. of the Italian Civil Code, ownership of the goods transfers to the Customer only upon full payment of the price. Until payment is made in full, the goods remain the property of L&Y even if already delivered. The Customer undertakes not to create rights in rem or security interests in favor of third parties over goods not yet paid for in full.

12. Shipping, Notional Shipping Weights, and Delivery Times

Shipments are made exclusively to the country associated with the VAT number provided during registration.

Shipping costs are calculated based on tiers determined by the notional shipping weight associated with the product categories. The notional shipping weight is an internal parameter used exclusively for the purpose of calculating shipping costs and does not necessarily represent the actual weight of the individual products or of the order as a whole. L&Y reserves the right to periodically update notional shipping weights to reflect actual logistical conditions. Applicable costs are shown at checkout.

Shipment insurance may be requested in advance by the Customer and is subject to availability and additional costs. L&Y does not offer free shipping.

Delivery times are indicative and do not constitute an essential contractual deadline. As a general guide:

• Italy: 1–2 business days from the date the goods are handed over to the carrier
• Europe: 3–5 business days from the date the goods are handed over to the carrier

Where logistical needs, goods availability, or specific written agreements with the Customer make it necessary, L&Y may deliver the order in one or more parcels or in separate shipments. Any additional costs arising from supplementary shipments will be agreed with the Customer in advance. Where the order is handed over to the carrier in multiple parcels, deliveries may take place at different times depending on the carrier's logistical organization.

Times may vary due to causes beyond L&Y's control: holidays, strikes, weather conditions, customs checks, force majeure events. The risk of loss or damage transfers to the Customer at the time the goods are handed over to the carrier.

13. Receipt of Goods

The Customer is required to:

• Enter a written reservation with the carrier in the event of parcels that are visibly damaged or tampered with upon delivery
• Verify that the goods match the order within 24 hours of delivery and, in any case, before use or resale of the goods
• Notify L&Y ([email protected]) of defects, non-conformities, or damage within 1 business day of receiving the parcel, with photographic documentation

Failure to raise a claim within the indicated deadline results, except in the case of hidden defects, in acceptance of the goods as received.

14. Returns and Defects

As this is a B2B relationship, the consumer's right of withdrawal (Legislative Decree 206/2005) does not apply. Returns for change of mind or purchasing errors are not accepted.

In the event of goods with documented defects, L&Y will assess the case at its discretion and may propose a commercial solution (commercial voucher, discount on the goods, replacement of the product, or, where necessary in relation to the invoicing status, a credit note). No automatic monetary refund is provided. Unless otherwise agreed in writing, return shipping costs are borne by the Customer. L&Y reserves the right to determine whether physical return of the goods is necessary for the purposes of assessing the claim. The warranty for defects is governed by Arts. 1490–1497 of the Italian Civil Code.

15. Force Majeure

L&Y is not liable for delays or failures to perform caused by force majeure events: natural disasters, pandemics, wars, embargoes, general strikes, logistical blockades, interruptions of energy or communication networks, measures by public authorities. L&Y will notify the Customer within 5 business days. If the impediment persists for more than 60 consecutive days, either party may withdraw without compensation, with L&Y obliged to refund amounts paid for undelivered goods within 14 business days.

16. Limitation of Liability

L&Y is not liable for indirect damages, loss of profits, loss of earnings, or consequential damages. L&Y's overall liability is in any case limited to the value of the disputed order.

17. Intellectual Property

All content on the Site is the exclusive property of L&Y S.r.l.s. or its respective licensors. Any unauthorized reproduction or commercial use is prohibited.

18. Processing of Personal Data

The processing of personal data is governed by the Privacy Policy available at www.leysettimo.com.

19. Governing Law and Jurisdiction

These GTC are governed by Italian law. The Court of Turin has exclusive jurisdiction, except for mandatory provisions applicable to a Customer based in another State.

20. Amendments

L&Y reserves the right to amend these GTC to align them with regulatory, organizational, or technical changes. Amendments take effect from the date of publication on the Site.