Our standard
supply agreement.

1. Parties

1.1. Dorvelly Trading Limited is the Seller. The legal entity identified in the Buyer box is the Buyer.

1.2. The Seller and the Buyer are together the Parties and individually a Party.

2. Subject and Order documents

2.1. The Seller agrees to source and supply furniture, lighting, accessories and related goods of European origin, and the Buyer agrees to accept and pay for those goods.

2.2. This is a framework agreement. Each transaction is formed by the relevant quotation, Proforma Invoice, Order Confirmation and/or Commercial Invoice accepted by the Buyer (an Order).

2.3. Product references, quantities, finishes, prices, payment stages, estimated lead times and delivery terms are stated in the applicable Order documents. A Proforma Invoice may contain abbreviated information; the final Commercial Invoice and packing documents may provide fuller details.

2.4. If an Order document expressly differs from this Agreement, that document prevails only for that Order.

3. Business model

3.1. The Seller is an independent trading company and is not the manufacturer.

3.2. The Seller may arrange production through third-party manufacturers and use third-party logistics, storage and handling providers.

3.3. Orders are normally placed with manufacturers after receipt of the payment or prepayment stated in the applicable invoice.

3.4. Catalogues, websites, samples and images are illustrative. Natural materials, handmade finishes and production batches may show reasonable variations.

4. Price and payment

4.1. Prices and currency are specified in the applicable invoice. Unless stated otherwise, prices exclude import duties, local taxes, customs clearance, onward delivery and installation.

4.2. Payment shall be made by bank transfer to the account in the Seller's invoice, without deduction or set-off, under the payment schedule shown there.

4.3. The Seller is not required to place or release an Order until the relevant payment is received in cleared funds. Buyer and intermediary bank charges are borne by the Buyer.

5. Production, changes and cancellation

5.1. Production and availability dates are estimates. Unless otherwise confirmed, production may take up to 90 days after receipt of the required payment and final specifications.

5.2. Buyer approval delays may extend the timetable. Once an Order has been placed with a manufacturer, changes or cancellation require the Seller's written consent and may involve charges or loss of amounts already paid.

5.3. Partial availability and partial shipment are permitted unless the applicable Order states otherwise.

6. Delivery, risk and title

6.1. The delivery term and named place are stated in the applicable Order or Commercial Invoice and interpreted under Incoterms 2020.

6.2. Unless otherwise stated, delivery is EXW at the designated consolidation warehouse in Italy. The exact collection address is stated in the collection notice, invoice or shipping instructions.

6.3. Where EXW applies, delivery is fulfilled when the goods are placed at the Buyer's disposal at the named place. The Buyer arranges collection and bears the allocated costs and risks.

6.4. Risk passes under the agreed delivery term. Legal title remains with the Seller until full payment, to the extent permitted by law. Storage and handling charges may apply to late collection.

7. Inspection, claims and warranty

7.1. The Buyer shall inspect package count and apparent condition at collection or delivery and record visible loss or damage on the transport document before signing.

7.2. Visible shortage or transport damage must be notified in writing, with photographs and documents, within 3 business days. Non-apparent defects must be notified promptly after discovery and within any applicable manufacturer warranty period.

7.3. Where applicable, the Seller passes through the manufacturer's warranty. Remedies may include repair, parts, replacement or credit, subject to manufacturer approval and law. Goods may not be returned without written authorisation.

8. Compliance

8.1. Each Party shall comply with laws applicable to its performance, including sanctions, export controls, anti-bribery and anti-money-laundering requirements.

8.2. The Buyer shall provide reasonable business identification, payment-source, end-use, customs and shipping information requested for compliance. The Seller may suspend performance where reasonably required by law or regulation.

9. Liability

9.1. The Seller is not liable for delays or failures caused by manufacturers, carriers, customs authorities or other third parties beyond its reasonable control, but will use commercially reasonable efforts to coordinate resolution.

9.2. Neither Party is liable for indirect, consequential or special loss where exclusion is permitted. The Seller's aggregate liability for an Order shall not exceed the amount paid for the affected goods. Liability that cannot lawfully be excluded is not excluded.

10. Force majeure

10.1. A Party is not liable for failure or delay caused by events beyond reasonable control, including war, sanctions, government action, epidemic, natural disaster, industrial action, material shortage, factory interruption or transport disruption.

10.2. The affected Party shall notify the other Party. Performance is suspended for the duration of the event and the Parties will discuss practical alternatives.

11. Governing law and dispute resolution

11.1. This Agreement and related non-contractual obligations are governed by Hong Kong law. The Parties shall first try in good faith to resolve disputes by negotiation.

11.2. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

11.3. The seat is Hong Kong, the tribunal consists of one arbitrator, the language is English, and the arbitration agreement is governed by Hong Kong law. The award is final and binding.

12. Term and termination

12.1. The Agreement starts on signature and lasts 3 years. It automatically renews for successive 3-year periods unless either Party gives at least 30 days' written notice before the current term ends.

12.2. A Party may terminate for material breach not remedied within 15 days after written notice, insolvency, or where performance becomes unlawful. Termination does not cancel accepted Orders or accrued payment obligations unless agreed in writing.

13. Final provisions

13.1. Notices may be sent by email to the addresses in this Agreement or the latest Order documents.

13.2. Assignment requires written consent, except the Seller may assign to an affiliated Dorvelly entity upon notice. Invalidity of one provision does not affect the others.

13.3. This Agreement and applicable Order documents contain the entire agreement for their subject matter. Amendments must be in writing. Counterparts and electronic signatures are permitted. The English version prevails.