General Sales Conditions
 

These General Sales Conditions govern the commercial partnership between us and you, our selected global partner. Transparency, mutual trust, and uncompromising quality are the foundations of our business. We invite you to carefully review these terms, which are designed to protect the exclusivity of our network and ensure a seamless luxury experience.

1. General Provisions

Operating under the brands FEMIEM and Vienmi, our philosophies are uncompromising:

• FEMIEM | Absolute value. Absolute elegance

• Vienmi | Timeless design. Timeless expression

To strictly maintain the exclusivity of our brands, we do not saturate the market; instead, we curate long-term, high-value partnerships with a premier selection of leading boutiques in each territory.

• By Invitation: We proactively research market exclusivity and invite premium partners who align with our brand's heritage to join us for a long-term journey by providing them with a Premier Access code.

• By Application: You may submit a partnership proposal to us via email. Applications undergo a rigorous review process by our management to ensure market compatibility and exclusivity standards are maintained before any approval is granted.

2. Sign Up & Site Engagement

To maintain the absolute confidentiality of our designs and pricing, our platform is fully private. To view our product showrooms and catalogs, it is mandatory to sign up using a Premier Access code provided by us. Once your registration is complete, you will be granted entry into your Premier Space, allowing you to fully explore the collections, unlock pricing, and seamlessly engage with our brands and platform.

3. Premier Partner Program

By completing your registration, you automatically enter our Premier Partner Program. As an exclusive and valued partner, you will receive the following privileges:

3.1. Premier Card & Partner ID You will be issued a digital Premier Card, tied to your unique Partner ID, which is always displayed in the top right corner of your Premier Space.

3.2. Credit Management Your Premier Card securely stores your earned Premier Credits for use on future orders, allowing you to track your past credit transactions and monitor expiration dates.

3.3. Earning Credits Earning credits is seamless. By simply applying a personalized Premier Code during the order request process, your credit amount is automatically calculated and displayed in a pending status.

3.4. Credit Activation Pending credits are officially transferred to your active Premier Card balance within a maximum of 5 business days after the successful completion and delivery of your order.

3.5. Premier Codes As part of the Premier Partner Program, we periodically issue exclusive Premier Codes.

3.5.1. Issuing: These may be granted to welcome you, reward your purchasing volume, appreciate streamlined payment methods, or as a courtesy for special circumstances.

3.5.2. Usage: Codes may apply a deduction either to your overall subtotal or directly to the listed price.

3.5.3. Applying: You can apply your code using the '+' button in the 'Premier Partner Code' section during checkout.

3.5.4. Limitations: A maximum of one code may be applied per brand, per order.

3.5.5. Discretion: We reserve the absolute right to issue, modify, manage, or cancel any Premier Code or Premier Credit balance at our sole discretion.

4. Order Process (Status)

4.1. Stock vs. Custom Orders Due to distinct production cycles and delivery timelines, you must request Stock and Custom items separately:

• Stock: Items that are 80% to 100% manufactured and ready for rapid fulfillment.

• Custom: Made-to-order items where production has not yet commenced (design-ready and slated for production exclusively upon order placement).

4.2. Order Processing Stages (Status)

4.2.1. Requested: To ensure optimal processing, please request "Stock" and "Custom" items in separate orders. After finalizing your cart, applying any available Premier Credits, and selecting your preferred Payment Option, click the 'Request Order' button. At this stage, no payment is required. You can find your request number within your Premier Space. During this stage, your status is visible as 'Requested'.

4.2.2. Verifying: Our team will verify the exact availability of your requested items with our partner manufacturers. Within a maximum of 5 working days, we will inform you to check the item availability results on your 'Order Info' page. During this process, your status is visible as 'Verifying'.

4.2.3. Approving: After we notify you, navigate to your Premier Space, copy your 'Allocation Key', and open the 'Order Info' page. By inserting your Allocation Key into the required field and pressing the unlock button (please note: the Allocation Key is required only for the first-time access of each specific order), the system will display all details and availability results for every single item, including a direct comparison between your requested quantities and the confirmed available pieces. After reviewing the details, you can simply 'Cancel' or 'Confirm' the order. During this review period, your status is visible as 'Approving'.

4.2.4. Canceled: If you are not satisfied with the availability results, you can simply click the 'Cancel' button to void your request without any obligation. If you choose not to proceed, the status updates to 'Canceled'.

4.2.5. Confirmed: If you wish to proceed, click 'Confirm'. Upon your confirmation, we will issue a formal 'Proforma Invoice' containing your final item list and expected timeline. To legally bind the order, you must sign and return the Proforma Invoice. Once the Proforma Invoice is signed and submitted, the status updates to 'Confirmed'.

4.2.6. Declined (Admin): Under exceptional or unexpected circumstances (including but not limited to Force Majeure or severe supply chain disruptions), we reserve the right to decline your order prior to shipment. If we decline the order for reasons not attributable to you, any advanced deposit will be fully refunded to you within 10 working days. Our liability is strictly limited to the refund of your received deposit, and you expressly waive any right to claim further compensation. If the order is annulled by us, the status updates to 'Declined'.

4.2.7. Processing: Following your signed Proforma Invoice, an initial advance payment is required as outlined in our Payment Terms. As soon as your deposit is received and verified, your definitive Order Number will be generated, and order customization, preparation, or production will immediately commence. Upon verification of your deposit, the status updates to 'Processing'.

4.2.8. Pending: If there are any unexpected delays regarding your payment clearance, document verification, or missing information on either end, the system will pause the standard workflow. In this situation, the system will temporarily update your status to 'Pending' until the issue is resolved.

4.2.9. Shipped: Once production and packaging are 100% complete, we will share exact courier quotes for your approval. If your selected payment method requires pre-shipment action, your Final Commercial Invoice will be issued. Your balance must be cleared or funded before the courier is authorized to collect your goods. All shipments are processed under EXW (Ex Works) or FCA (Free Carrier) terms, meaning you are entirely responsible for shipping costs, all destination customs duties, import taxes, and transit insurance. Upon courier collection, the status updates to 'Shipped'.

4.2.10. Completed: Upon confirmed delivery of your shipment to the final destination, the system will finalize your transaction. Upon delivery, the status updates to 'Completed'.

5. Pricing

5.1. Listed Price: The base official selling price of our items on the portal, strictly Ex-VAT. 5.2. Partner Reward: A dynamic deduction applied to the Listed Price for specific models or collections, guaranteeing a reserved profit margin for our partners. 5.3. Partner Price: The final, dedicated net price reserved for you, calculated by deducting the Partner Reward from the Listed Price. 5.4. Retail Pricing Guide: As a serious luxury entity, we provide our partners with a recommended retail selling price guide. This is designed to balance the brand's market positioning globally and protect the perceived value of our collections across all regions. To guarantee alignment, we continuously monitor market compliance across all territories.

6. Minimum Quantity Order (MQO)

To maintain our production standards and exclusive distribution network, the following Minimum Quantity Orders apply:

6.1. European Union: 50 pieces (Stock). For Custom orders, please contact us directly for inquiries and personalized quotes.

6.2. Non-EU Countries: 100 pieces (Stock). For Custom orders, please contact us directly for inquiries and personalized quotes.

6.3. Item-Specific MQO (Per Design / Per Color): In addition to the global order minimums, specific minimum quantities may apply to individual items. Where applicable, this requirement will be clearly indicated on the product description page as 'Min. Order'. The B2B platform is configured to automatically restrict the addition of items to your cart if the requested quantity falls below this specific threshold.

6.4. Special Requests: Bespoke volume agreements may be evaluated by our management team upon your formal inquiry.

7. Payment Structures

7.1. Utilizing Premier Credits If you have available Premier Credits on your Premier Card, you may choose to apply them via a dedicated option in the payment section during checkout. When utilized, Premier Credits are deducted directly from your order's total value. Consequently, any required initial deposit (e.g., the 30% advance payment) will be calculated strictly on the remaining net balance after your credits have been applied.

7.2. Payment Methods You may select one of the following four payment structures during the order confirmation stage. Your final commercial invoice will strictly reflect the terms, any utilized Premier Credits, and any promotional discounts associated with your chosen option:

7.2.1. Full SWIFT (T/T) Transfer: This option requires a 30% initial deposit settled via international SWIFT bank transfer upon your order confirmation. The remaining 70% final balance must be fully paid and cleared via SWIFT bank transfer prior to the dispatch of the consignment from our facilities.

7.2.2. Hybrid Escrow: This option requires a 30% initial deposit settled via international SWIFT bank transfer upon your order confirmation. The remaining 70% final balance shall be secured and processed via Escrow.com, with the platform transaction fees being equally divided between us and you on a 50/50 split basis.

7.2.3. Escrow Milestone: This structure is managed entirely through Escrow.com for 100% of the contract value. Upon initiation, your 30% deposit is released immediately to us, while the remaining 70% balance is held securely in trust and released automatically upon your successful delivery confirmation. All platform fees are divided on a 50/50 split basis.

7.2.4. Standard Bank Collection (CAD): This option requires a 30% initial deposit settled via international SWIFT bank transfer upon your order confirmation. The remaining 70% final balance is regulated via Cash Against Documents (CAD), where your original shipping paperwork is released by the bank only upon your full settlement of the invoice at destination.

7.3. Non-Refundable Deposit & Liability Policy Once the Proforma Invoice is signed and your advance payment is received, your confirmed order constitutes a legally binding agreement and cannot be canceled or modified by you under any circumstances. Consequently, the 30% initial deposit (whether transferred via SWIFT or released immediately via Escrow Milestone) is strictly non-refundable for any reason. This deposit is entirely retained by us to cover allocated stock, specialized component sourcing, custom laser-branding, and bespoke packaging preparation for your order.

8. Tax & Duties

All prices displayed on our B2B portal are strictly Ex-Works (EXW) and exclusive of Value Added Tax (VAT), customs duties, and any other local taxes.

8.1. For Italian Partners: The standard VAT rate (currently 22%) will be applied to your final commercial invoice.

8.2. For EU Partners (Outside Italy): 0% VAT will be applied (Reverse Charge mechanism), strictly subject to the validation of your active VIES VAT number.

8.3. For Non-EU Partners: 0% VAT will be applied. You assume sole and absolute responsibility for any import duties, customs clearance fees, or local taxes levied upon arrival in your destination country.

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9. Production and Lead Time
We guarantee uncompromising quality by working exclusively with selected partner factories located in Italy.

9.1. Stock Items: 80% to 100% manufactured and ready for rapid fulfillment.

9.2. Custom Items: Made-to-order items where production commences upon your order placement.

9.3. Expected Timelines: An initial expected shipping timeline will be communicated to you at the conclusion of the 'Verifying' stage. The precise and official expected shipping date will then be explicitly detailed and confirmed within your Proforma Invoice. Please note that the final date on the Proforma Invoice may occasionally reflect slight operational adjustments compared to the initial verification estimate.

9.4. Production Delay Guarantee: We hold ourselves to the highest standards of punctuality. If a production delay strictly attributable to our manufacturing process exceeds 10 calendar days beyond the official expected shipping date stated on your Proforma Invoice, the following guarantee applies:

9.4.1. Standard Delay (11 to 30 days): We will automatically issue a 5% Premier Credit calculated on the total value of the delayed order. This courtesy credit will be transferred to your active Premier Card balance within a maximum of 5 business days after the successful delivery of the order.

9.4.2. Extended Delay (Over 30 days): You retain the right to either proceed with the delayed order (receiving the 5% Premier Credit upon delivery) or formally request to decline the order. Should you choose to decline the order under these specific circumstances, no cash refund will be issued. Instead, your fully paid advanced deposit will be entirely converted into Premier Credits and credited to your Premier Card within 5 business days.

9.5. Guarantee Exclusions: As detailed in our Shipping policy (EXW / FCA terms), this delay guarantee is strictly limited to our internal manufacturing phases. It does not apply to any delays caused by the courier, customs clearance, or transit issues once the goods have left our facilities. Furthermore, this guarantee is entirely void in cases of Force Majeure, including but not limited to global pandemics, regional conflicts, international sanctions, or severe global supply chain disruptions.
 

10. Packaging

All items arrive in ready-to-sell individual packaging. To reflect the distinct positioning of our brands, we provide dedicated luxury packaging for all FEMIEM items, and premium semi-luxury packaging for all Vienmi items, ensuring an immaculate unboxing experience for your final customers.

11. Specific Product Disclaimers
11.1. Optical Frames & Demo Lenses: Please note that all optical frames are supplied with acrylic demo lenses. These lenses are designed strictly for structural support during transit and retail display. They do not offer optical correction or UV protection and must be replaced with proper prescription or standard optical lenses by a qualified optician before use by the final customer.​

12. Shipping

12.1. Shipping Costs & Incoterms All shipments operate strictly under EXW (Ex Works) or FCA (Free Carrier) terms. We may suggest trusted premium couriers and, as a courtesy to our Premier Partners, we voluntarily organize and facilitate the collection process at our manufacturing facilities. However, the shipping fee remains your sole responsibility. This fee will be added to your Final Commercial Invoice unless you provide your own corporate courier account code prior to shipment. All destination customs duties, import taxes, and transit insurance remain your strict responsibility.

12.2. Transfer of Risk & Claims The absolute responsibility and risk of loss or damage to the goods transfer from us to you the exact moment the merchandise is handed over to the courier. As you cover shipping and insurance, any claims for transit damage or loss must be filed directly by you with the courier upon receipt. We highly recommend instructing us to add comprehensive transit insurance when we book a courier on your behalf.

13. Return

Due to the strict B2B nature of our platform, cash refunds are not provided under any circumstances. Furthermore, unsold inventory cannot be returned or exchanged by you.

13.1. Natural Materials Disclaimer: Products crafted from natural materials (e.g., genuine horn or wood) possess inherent organic variations. The unique patterns, veining, and texture effects will naturally differ from one piece to another, making each item unique. These natural variations do not constitute a defect, and requests for returns based on these organic effects will not be accepted.

13.2. Color Identification and Labeling Disclaimer: To ensure a clean and standardized browsing experience across our catalog, we utilize an alphanumeric coding system (e.g., C1, C2, C3, C4) to identify product colors on our platform. Please note that the physical eyewear delivered may feature a different color naming convention or text printed directly on the temple (e.g., descriptive names like 'Black', 'Brown', etc.) depending on the manufacturing batch. We guarantee that the actual physical color of the delivered item will strictly match the visual representation of the item selected on our website. However, any discrepancy between the alphanumeric color code used on our website and the descriptive color name printed on the physical product does not constitute a defect and cannot be used as grounds for a claim or return.

14. Product Warranty

14.1. Manufacturing Defects We provide a warranty of 12 months from the date of the invoice to you, our authorized B2B partner. This warranty exclusively covers genuine manufacturing and material defects, specifically:

• Welding failures (e.g., detached hinges or end-pieces without signs of trauma).

• Anomalous peeling or flaking of the plating/color without evidence of scratching.

• Defective screws or structural hardware that fail under normal intended use.

14.2. Exclusions Our warranty does not apply to damages caused by:

• Normal wear and tear.

• Scratched, altered, or improperly mounted lenses.

• Accidental damage, impact, drops, or mishandling by the end-consumer.

• Exposure to extreme heat, aggressive chemicals, perfumes, or cosmetics.

• Unauthorized repairs or modifications.

14.3. Claims Procedure & Resolution In the event of a suspected manufacturing defect within the 12-month warranty period, you must inform us by sending an email with clear photographic evidence and your original order number. Upon initial review, we will require the defective item to be shipped back to our facilities at your sole expense for a thorough technical investigation. If the investigation confirms a genuine manufacturing fault, we will, at our sole discretion, replace the defective part, replace the entire frame (covering the outbound shipping cost for the replacement), or issue Premier Credits to your Premier Card to be applied to your future orders.

15. Exclusive Territory Agreement

We are gladly available to sign Exclusive Territory Agreements to grant you strict commercial exclusivity for a specific area, city, or country. We offer flexible contract durations of 3 months, 6 months, or 1 year. These exclusivity agreements are subject to a dedicated, tailored MQO required for the specific period and territory requested.

16. Intellectual Property

All content included on this website, product designs, and imagery is our exclusive property. Absolutely no material from this website may be copied, reproduced, or distributed in any way without our prior explicit written permission.

17. Brand Guidelines

You are authorized to sell our products exclusively within your approved physical optical boutiques or on your proprietary, official e-commerce websites. You are strictly forbidden to list, sell, or distribute our products on third-party online marketplaces (including Amazon, eBay, Alibaba, discount websites, or unauthorized social media stores).

18. Confidentiality

Your Premier Space, including all pricing structures, Partner Rewards, Premier Codes, and business terms, contains proprietary and confidential information. You agree to maintain strict confidentiality and shall not disclose any of this information to third parties or competitors. Any breach of confidentiality will result in the immediate termination of your Premier Space access and potential legal action for damages.

19. Force Majeure

We shall not be held liable for any failure or delay in fulfilling our obligations under these General Sales Conditions if such failure or delay is caused by events beyond our reasonable control (Force Majeure). In such events, we reserve the right to suspend or cancel pending orders, limiting our responsibility solely to the refund of advance payments made.

20. Final Provisions

If any provision of these General Sales Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. We reserve the absolute right to update, modify, or amend these General Sales Conditions at any time.

21. Governing Law and Jurisdiction

These General Sales Conditions, as well as any commercial partnership agreements, shall be governed by and construed in accordance with the laws of Italy. Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the Courts of Verona, Italy.