TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

1. Introduction and Acceptance of Terms

1.1 These terms and conditions (the "Terms") govern the sale of jewelry and related goods by [Company Name], a California corporation (trading as [Company DBA], "Seller," "we," or "us"), to the customer ("Buyer," "you," or "your") as set forth on the accompanying invoice (the "Goods" and "Invoice," respectively).

1.2 You will be deemed to have accepted these Terms, and a binding contract is formed, when you pay the price indicated on the Invoice (the "Price") or any agreed initial installment.

1.3 These Terms supersede any prior agreements or understandings, whether written or oral, and apply to the exclusion of any other terms you may seek to impose.

2. Title, Risk of Loss, and Security Interest

2.1 Risk of loss for the Goods passes to you upon the earlier of: (a) your physical possession of the Goods; (b) the expiration of the Collection Period (as defined in Section 3.2); or (c) delivery of the Goods to the shipping address provided by you.

2.2 Title to the Goods remains with us until you have paid the Price in full, without deduction, set-off, or withholding.

2.3 Purchase Money Security Interest (PMSI): If you take possession of the Goods prior to full payment of the Price, you hereby grant us a Purchase Money Security Interest (PMSI) under Article 9 of the California Uniform Commercial Code (UCC) in the Goods and all proceeds thereof to secure the outstanding balance.

2.4 Until the Price is paid in full, you agree to: (i) keep the Goods in their original condition; (ii) maintain insurance on the Goods for their full purchase Price; (iii) not sell, pledge, encumber, or transfer the Goods; and (iv) authorize us to file any UCC-1 financing statements necessary to perfect our security interest.

2.5 In the event of default on any payment installment, we reserve all rights and remedies available to a secured party under the California UCC, including the right to accelerate the remaining balance, demand the assembly and return of the Goods, or pursue a writ of possession without breaching the peace.

3. Collection, Shipping, and Taxes

3.1 Collection: If collecting in person, you may collect the Goods at our California retail location only after the Price (or agreed initial installment) is paid. You agree to collect the Goods within 30 business days of notification that they are ready (the "Collection Period"). Goods uncollected after this period will incur a storage fee of 0.5% of the Price per annum, calculated daily and payable prior to release.

3.2 Shipping: If we agree to ship the Goods, delivery is completed when signed for at your designated delivery address. You must inspect the Goods immediately upon receipt and notify us within two (2) business days of any transit damage.

3.3 Taxes: The Price excludes California sales and use tax, local district taxes, and any applicable shipping duties. You are solely responsible for all such taxes, which will be itemized on the Invoice.

4. Gemological Certificates and Appraisals

4.1 Any gemological certificates or grading reports provided with the Goods are produced by independent third-party laboratories.

4.2 Disclaimer of Appraisal Liability: Gemological grading is inherently subjective, and standard practices vary between laboratories and individual experts. We do not guarantee, nor do we accept liability for, the contents, accuracy, or subsequent re-evaluation of any third-party certificate. Differences between the provided certificate and any subsequent appraisal or grading obtained by you shall not constitute grounds for refund, return, or breach of contract.

5. Warranties and Disclaimers

5.1 We warrant that, at the time of transfer of risk, the Goods materially conform to the description provided on the Invoice.

5.2 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 5.1, THE GOODS ARE SOLD "AS IS" AND "WITH ALL FAULTS." WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE GOODS.

5.3 You acknowledge that the characteristics of jewelry and gemstones (such as color, clarity, and dimensions) may differ slightly in person compared to photographic or video representations.

6. Deposits, Holds, and Layaway Agreements

6.1 Non-Refundable Deposits: Any initial down payment or deposit made to hold, secure, or reserve Goods, or to initiate a payment plan, is strictly NON-REFUNDABLE unless otherwise required by California law.

6.2 Liquidated Damages for Ready-Made Goods: You acknowledge and agree that when a deposit is placed to hold a ready-made item, we immediately remove that item from our active inventory, losing potential sales to other customers. If you fail to pay the remaining balance by the date specified on the Invoice, you agree that we shall retain the entire deposit amount as liquidated damages, and not as a penalty. The parties agree that this amount represents a reasonable pre-estimate of the actual damages, administrative costs, and lost sales opportunities we will suffer due to your breach, as actual damages would be extremely difficult or impracticable to determine.

6.3 Custom and Bespoke Goods: Deposits taken for custom-designed, personalized, or altered Goods (including ring sizing, engraving, or custom gem setting) are entirely non-refundable. Once custom work has commenced, you are legally obligated to pay the entire remaining Price, even if you attempt to cancel the order prior to completion.

6.4 Abandonment and Return to Inventory: If you fail to pay the remaining Price (or any scheduled installment) within [Insert Number, e.g., 30] days of its due date, we reserve the right to cancel this contract, return the Goods to our active sales inventory, and retain your deposit as liquidated damages in accordance with Section 6.2.

7. Cancellations and Returns

7.1 ALL SALES ARE FINAL. Pursuant to California Civil Code § 1723, we do not offer refunds, returns, or exchanges for any Goods once purchased. By accepting these Terms, you acknowledge that all purchases are final and non-refundable.

(Business Operations Note: To ensure this clause is fully legally enforceable against California consumers, physical placards stating "All Sales Final - No Refunds or Exchanges" must be conspicuously posted at every cash register, or clearly displayed on the checkout webpage prior to digital payment).

8. Late Payments

8.1 If you fail to make any payment by the due date specified on the Invoice, we reserve the right to charge interest on the overdue amount at the rate of ten percent (10%) per annum, or the maximum rate permitted by California law, whichever is less, calculated daily from the due date until payment is received in full.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS TRANSACTION, INCLUDING BUT NOT LIMITED TO LOSS OF VALUE OR DAMAGE ATTRIBUTABLE TO NORMAL WEAR AND TEAR.

9.2 OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL PRICE PAID BY YOU FOR THE GOODS AT ISSUE.

9.3 NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE LEGALLY EXCLUDED OR LIMITED UNDER CALIFORNIA LAW.

10. Governing Law and Dispute Resolution

10.1 These Terms, their subject matter, and their formation shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

10.2 Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the state or federal courts located in [Insert County Name] County, California. Both parties irrevocably submit to the exclusive jurisdiction and venue of such courts.

10.3 No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.