Sales and Service - Terms and Conditions

1. GOVERNING TERMS: These “Terms and Conditions of Sale” (hereafter "terms") defined herein and those stated in SELLER's proposal, quotation or acknowledgement (hereinafter, “Terms") shall exclusively govern all transaction(s) of sale of goods or services (hereafter "Goods" or "product") between BUYER and SELLER. SELLER'S notice of formal objection and rejection to any different or additional terms sent or proposed by BUYER is hereby given unless accepted in writing. BUYER’s acceptance of SELLER's offer or counteroffer BUYER hereby warrants they agree to these Terms. These Terms may not be modified, changed, or set aside, except in writing, duly executed by a Company Officer of SELLER. Commencement of performance by either party shall not waive SELLER's objection to any other Terms, such that all transactions shall perform under these Terms. BUYER warrants to SELLER; BUYER has read and understands these Terms and are satisfied with their responsibilities to Seller under these Terms and BUYER makes no objection to these Terms unless expressly stated in writing. SELLER shall approve any proposed modification of these terms in writing. 

2. PRICES, PERMITS AND TAXES: Due to the price variability of the diamond, gem, gold and jewelry market, Prices shown for Goods and services contained in or on SELLER's proposal, or SELLER’S website, or listed in any SELLER digital platform, or printed on or in any SELLER created media, are valid subject to the sale of Goods anyone, withdrawn from the market, or the offering is abandoned or withdrawn, whichever comes first. At SELLER” S sole option, Product and Prices for Goods and services are subject to modification, correction for clerical errors, or withdrawn, any without prior notification to BUYER. Prices are subject to change without notice - except when SELLER and BUYER have agreed in writing to a defined price. Reference Price Lists of SELLER are subject to change without notice. BUYER’S order and payment for Goods or services is considered an offer to purchase and subject to availability and SELLER'S formal acceptance in wiring. Upon receipt of BUYER’S offer to purchase, SELLER may elect to ignore, or reject, or accept BUYER’S offer, any at its sole option. BUYERS’ orders for Goods or services must be approved in writing by SELLER. SELLER reserves the right to accept or reject any part or all of BUYER’S offer to purchase. SELLER may respond, ignore, or propose a counteroffer. All prices are EXCLUSIVE of any and all taxes, duties, other shipping costs or government fees unless so stated on SELLER’s order acknowledgement. Prior to the sale contract, BUYER may claim exemption from any tax, duty, fee, or permit, however BUYER shall promptly furnish at time of order SELLER'S proof of such exemption(s) status in compliance with any respective governing authority, and satisfactory to SELLER. BUYER indemnifies SELLER against any and all costs or expense including but not limited to; penalties, court costs, third party charges, taxes, or SELLER’S attorneys' fees, SELLER incurs as a result of BUYER’S misrepresentation, error, or omissions from such claimed exception(s).

3. SHIPMENT: All sales are sold Ex Works SELLER’s stated location or Tulsa, Oklahoma, unless otherwise noted. SELLER’S obligations to BUYER end upon placement of the defined Goods with a nationally recognized common carrier, fully insured, or when the Goods are physically placed in the hands of the BUYER. In all cases, BUYER shall acknowledge receipt of Goods in writing by signature showing receipt thereof. The assigned shipping company assumes all risks of loss or damage from the point of SELLER’S transfer to a common carrier or freight forwarder. SELLER reserves the right to ship the Goods by the common or contract carrier of its choice and at its expense – typically USPS, DHL, UPS or FEDEX. BUYER is free to elect and arrange alternative shipping with a carrier of their choice at their sole expense with reasonable advance notice to SELLER at time or order, however SELLER shall not be responsible for the performance of any alternate carrier, or to trans-ship any Goods from SELLER’S location, or pay any added charges or incur any additional expense to comply with BUYER’S choice of alternate carrier. SELLER agrees to ensure the value of the shipped Goods when placed with a common carrier for no less than the monetary value actually paid by BUYER in U.S. Dollars. BUYER's exclusive remedy for shortage, loss, or damage, in transit, shall be to notify SELLER in wiring so SELLER can file an insurance claim against the common carrier. BUYER will assist SELLER as needed to file an insurance claim or any other insurance claim with respect to the shipment. 

4. SCHEDULE, TIME FOR DELIVERY: All shipping and delivery dates or schedules whether posted or stated by SELLER are estimates only and approximate time projections. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY DAMAGES, (including but not limited to consequential or emotional damages) TO BUYER ARISING OUT OF ANY DELAY IN DELIVERY OF GOODS OR SERVICES. The cost of acceleration to meet any BUYER imposed delivery date(s) shall be borne solely by the BUYER.

5. SELLER INSPECTION AND TESTS: SELLLER is not the producer of lab diamonds and lab gems (herein the "Goods"), and therefore SELLER's inspection or testing of diamonds or gems is limited to visual inspection of the diamonds to the certification certificate or report for said diamond. Inspections may be performed at SELLER’s discretion before shipment and may be adjusted or eliminated at SELLER’S discretion. BUYER shall pay SELLER for any additional inspections, certifications or tests BUYER requests SELLER, or others, to perform, including any test or inspection performed in the presence of BUYER, or a third party of representative of BUYER. In the event of absence or delay on BUYER's part to attend any alternate test or inspection, such test or inspection shall proceed in BUYER's absence as if performed in BUYER's presence and BUYER waves objection to the method, or procedure, or outcome of such tests. Under no circumstances and regardless of cause shall SELLER be liable for payment of any BUYER's representative charges.

6. BUYER INSPECTION AND ACCEPTANCE: All diamond and gem Goods shall be deemed acceptable to BUYER when the product or goods are in accordance with the respective IGI, AGS or GIA, Certificate or Report (hereafter “Certificate”). Diamonds or gems are considered acceptable to BUYER when the diamond or gem is in compliance with the Certificate associated to said diamond or gem. Due to the custom and unique nature of the Goods, BUYER’s rejection of Goods for any reason other than non-compliance to Certificate is not a valid cause for rejection of Goods. Goods in compliance with the Certificate are deemed acceptable to BUYER without exception. NO GOODS, PRODUCTS, PARTS, OR COMPONENTS MAY BE RETURNED TO SELLER WITHOUT SELLER’S EXPRESS PRIOR WRITTEN AUTHORIZATION. 

7. DEPOSIT, PAYMENT TERMS: In all cases, payment in full is due prior to shipment. No payment terms are offered by SELLER unless stated in writing on the SELLER'S Order Acknowledgement. For non-stocked goods, or for custom ordered or manufactured goods, a fifty-percent (50%) Deposit is required on any order valued over $200.00 – balance due and payable prior to shipment, or handover of Goods to BUYER. Payment is due upon BUYER’s order for the Goods or BUYER’s receipt of invoice, whichever occurs first. All Goods are subject to prior sale unless the Goods are paid in full and BUYER'S offer is accepted by the SELLER in writing. Undeliverable shipped goods whether returned to SELLER or not, are considered abandoned by BUYER in favor of SELLER. All return shipping costs shall be charged to BUYER’s account including a restocking fee equal to 25% of the total value of the order. Overdue or late payments bear a compound interest charge equal to the greater of 1.5% per month, or the maximum permitted by law whichever is larger. BUYER WAIVES ANY RIGHT OF SET-OFF AND SHALL MAKE NO DEDUCTIONS FROM PAYMENTS DUE SELLER FOR ANY REASON. Any retainage must be secured by BUYER's provision of an irrevocable standby Letter of Credit in favor of SELLER for 100% of the retainage. Extension of any credit to BUYER shall be determined by SELLER at its sole option and discretion. If in SELLER's sole judgment, BUYER is deemed financially insolvent, or BUYER'S payment is rejected or impaired, or the amount paid by BUYER is insufficient, or if BUYER fails to perform any responsibilities under these Terms, BUYER is considered in Material Default for breach of these Terms. Whether for cause or convenience, SELLER at their sole discretion, reserves the right to cancel any order, stop work, and cease communication with BUYER if BUYER is in Material Default. Upon notice of BUYER a Material Default event, all monies then due to SELLER from BUYER are immediately due and payable within seven (7) business days from receipt of email notice of Material Default or 3 days after notice by Certified Mail, whichever is sooner. A BUYER in Material Default shall provide advance cash payment or other security satisfactory to SELLER prior to SELLER restarting the BUYER’S order or work. SELLER will withhold all shipments until payment in full is received.

8. CHANGES: A Change Order is a material deviation from the agreed work scope. All Change Orders shall be made in writing and accepted by both parties. SELLER reserves the right to modify customer made Goods, or make cosmetic changes or design changes that do not materially affect the general end performance of the Goods - with the express understanding that SELLER is under no obligation to make any improvement without compensation. Any design, specification, or other change requested by BUYER shall be quoted as a Change Order in advance of change. A Change Order becomes binding when all change order terms are agreed upon by both parties in writing AND SELLER receives BUYER’s payment for the respective Change Order in full. Change Orders shall be paid in full in advance of any change. Additional cost (plus overhead and profit) arising from execution of any additional BUYER requested change is an automatic claim against BUYER, with payment due prior to shipment or presentation to BUYER. Payment of the quoted price on the original Change Order shall not waive any right to SELLER’s claim for additional compensation should a new change occur outside the scope of the original Change Order.

9. BUYER-FURNISHED PROPERTY: Prices and deliveries based on BUYER furnished goods including to but limited to; gold, findings, components, assemblies, or discrete parts are based on timely receipt of such BUYER-furnished property free from defects, suitable for purpose, in sufficient quantity, in new or like-new good condition, and suitable for metallurgical processes including but not limited to alloying, brazing, welding and machinability. BUYER warrants all supplied goods and semi-finished goods are dimensionality adequate to meet the sale and service agreed intent, specifications by SELLER or industry standards. If defects are found in BUYER-furnished property, SELLER is hereby relieved of any obligation to meet any delivery obligation under the sale, including but not limited to, delivery date, fitness for purpose, or merchantability. All SELLER expenses incurred as a result of any BUYER created supply defect, such as inadequate or omitted material shall be to BUYER’S account. Should SELLER agree to repair, add to, or replace BUYER furnished goods, SELLER reserves the right to impose additional charges for such repair, addition, or replacement. In all cases, and in all conditions, SELLER's sole responsibility for SELLER's negligence is limited to the actual cash value paid by BUYER to SELLER. BUYER assumes all risks of loss and shall indemnify SELLER for the same for all BUYER shipped goods in transit. Unused Products of SELLER'S design and original manufacture become the property of the SELLER. SELLER assumes no liability for any action, or actions, on the part of BUYER, or BUYER’s agent, or assigns.

10. PRODUCT STANDARDS: All diamonds or gems shall meet or exceed their respective Certification Certificate Report named at time of order. If no Certificate is available, BUYER accepts the goods as is, where is. 

11. LIMITED WARRANTY: SELLER warrants that SELLER’s original products, parts and components used in manufacture or design of BUYER’S end product are free from Material Defects in material, workmanship or fabrication at the time of shipment. Upon BUYER receipt of Goods, BUYER shall immediately inspect the Goods thereof and shall within twenty-four (24) hours notify SELLER of any material defect BUYER identifies not in compliance with the order for the Goods. This Limited Warranty extends solely to the labor, parts or components actually manufactured by SELLER. This Limited Warranty applies only if the following conditions are met: A), the Goods are returned in as-shipped condition, and B), are fully insured against all risk of loss, and C), is unaltered, and D), are free from adverse mechanical and chemical damage. Under this Limited Warranty BUYER's exclusive remedy and SELLER's sole obligation is limited to repair or replace the product, components or parts proved defective through SELLER’S negligence. SELLER shall not be responsible for any costs resulting from the return of the Goods or for other damages, including but not limited to; BUYER’S loss of use, merchantability, or functionality. Under no circumstances shall SELLER's liability under this Limited Warranty exceed the actual purchase price of the product or that portion of the price allocable to the defective or damaged parts or components whichever is less. Failure of BUYER to submit a written warranty claim within three (3) business days after receipt of shipment shall constitute BUYER’S complete and unconditional acceptance of the goods and further, BUYER warrants the goods or product are satisfactory to BUYER in every respect and compliant with any written specifications issued and agreed upon between the parties. LIMITED WARRANTY LIMITATIONS: Goods exposed to adverse physical, chemical, or reactive environments or processes are not warranted. SELLER assumes no responsibility for the suitability, accuracy or reliability of materials, components, design conditions, specifications, data or other items supplied, selected or furnished by BUYER. This Limited Warranty shall not apply to products of SELLER which have been repaired, changed or altered by others. New parts or components made by others as supplied to SELLER are warranted only to the extent of the warranty given to SELLER. This Limited Warranty is not transferable without the express written consent of SELLER. THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS AND IMPLIED UNDER ANY THEORY OF LAW WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Failure of BUYER to follow the written recommendations or instructions of SELLER voids any stated warranty whatsoever.

12. REPAIR AND REFURBISHMENT ORDERS: On jewelry repair orders, SELLER shall have no obligations, responsibility or liability for inspection or performance of any work, replacement or repair beyond that which is specifically confirmed in writing by SELLER prior to work commencement. On jewelry refurbishment orders, SELLER shall not be responsible for latent or other defects or deficiencies in BUYER's property not discoverable through initial visual observation or examination. The scope of work, pricing and recommendations of SELLER in any proposal or quotation are subject to change upon SELLER’S inspection or disassembly of any BUYER property.

13. SCHEDULE, DELAY AND DISRUPTION, DEFERRED DELIVERY: All schedules estimated or planned are subject to delay, revision, adjustment, deferment, or cancelation in whole or part. SELLER reserves the right to file a claim for “delay” and/or “disruption” should obligations of BUYER, or others not under SELLER control, impact the planned or scheduled work. A material “delay” event has occurred whenever a SELLER’s work prerequisite imposed on BUYER is delayed greater than 10% of the base time allocated for that work phase event. “Disruption” shall, for this purpose, mean the sum of all losses incurred by SELLER as a result of BUYER action or inaction, including but not limited to; costs associated with re-planning the work, work delay or stoppage, cash flow interruptions, acceleration or deceleration, lack of information, unplanned changes in personnel, and logistic charges. SELLER reserves the right to file claims with BUYER independently as impact occurs. Upon notification to BUYER of a delay or disruption claim event, SELLER is hereby relieved of any responsibility to perform under the sale until such time in SELLER’s sole opinion that the conditions sited in the subject claim are remedied to the satisfaction of the SELLER. SELLER assumes no responsibility for schedule impacts caused by or contributed out of the work of the BUYER or third parties not under direct control of SELLER. BUYER may not defer delivery beyond the projected shipment date without written consent of SELLER. BUYER requests to defer delivery of products, whether completed or in process, are subject payment in full for the total value of work. BUYER requests to defer delivery of products not yet in process are subject to price increases for market conditions, labor, material, component parts and overhead.

14. PROPRIETARY RIGHTS: All designs, configurations, drawings, specifications, means and methods of manufacture or fabrication, technical data or engineering information supplied or created by SELLER shall remain the sole and exclusive property of SELLER without any obligation to BUYER. SELLER reserves all proprietary and intellectual property rights. A transfer of goods to Buyer does not constitute a transfer of SELLER’S intellectual rights or SELLER’S business sensitive information. All non-public information transmitted to BUYER by SELLER or received from SELLER is considered SELLER “business sensitive.”

15. CANCELLATION: Due to the specialty and/or uniqueness of the goods or services, orders may not be cancelled or terminated by BUYER without the express written consent of SELLER. Orders canceled by BUYER are subject to a restocking fee equal to twenty-five percent (25%) of the total value of the ordered item(s). Cancelation of special orders or custom orders made at BUYER’S behest are subject to a fifty percent (50%) non-returnable cancelation fee, payable immediately to SELLER upon cancelation. BUYER'S cancelation is only valid upon payment in full of the restocking fee or cancelation fee whichever is appropriate. SELLER reserves the right to cancel any order for any reason at any time including but not limited to; SELLER’S independent belief (or suspicion) BUYER is illegitimate, or acting with malicious intent, or BUYER'S actions or words are not in the best interest of the SELLER, or is a scam, or a fraudster, or a non-human, or a “bot”, or if Seller believes the transaction violates SELLER'S internal policy or practice, or is believed to be in violation of any State or Federal laws within the jurisdiction over the transaction.

16. FORCE MAJUERE: SELLER shall not be liable for any loss, damage, expense, cost, product failure, cover non-performance, delay or breach caused or occasioned by acts of God, or any governmental authority, labor disputes (including lockouts), unusual weather conditions, fire, flood, accident, unavailability of materials or components or late delivery thereof, boycott, embargo, insurrection, riot, civil disturbance, war, exposure to conditions or processes not specified by SELLER, or any other cause which is unavoidable or beyond SELLER's reasonable control.

17. WAIVER: No waiver by SELLER of any breach of these Terms shall constitute a waiver of any other breach or of such provision. SELLER's failure to object to provisions contained in any communication from BUYER shall not be deemed an acceptance of such provisions or a waiver of these Terms.

18. LIMITATION OF LIABILITY: SELLER's liability to BUYER on any claim or cause of action of any kind in contract, tort or otherwise, for any losses, costs, damages, expense, statutory violation, fine or penalty, loss of use, nonperformance, exercise of cover or any breach or fault by SELLER whatsoever, shall be limited to the purchase price actually paid by BUYER for the products or services, or the portion thereof allocable to the part, component or work out of which the claim arose, whichever is less. Under no circumstances shall SELLER be liable for any special, incidental or consequential damages, including without limitation, the cost of removal or replacement of SELLER's products or the loss of use, profit or revenue by BUYER.

19. DISPUTES: At the sole and exclusive election and condition of SELLER, any claim or controversy arising out of or relating to the transaction(s) between SELLER and BUYER shall be settled by arbitration administered by the American Arbitration Association ("AAA") or, on international orders, by the International Chamber of Commerce Court of Arbitration in Oklahoma USA, and any judgment of award rendered by the arbitrators may be entered to any court of competent jurisdiction. Lacking any prior written agreement to the contrary, charges of the arbitrators and the AAA shall be awarded to the prevailing party.

20. GOVERNING LAW: These Terms and any transaction between BUYER and SELLER shall be governed, interpreted and enforced in accordance with the laws of the State of Oklahoma, without regard to any other jurisdictional claim or conflict of laws or rules. The exclusive venue for all claims, causes and cause of actions shall be Tulsa, Oklahoma USA for any arbitration or court proceedings. BUYER waives any defenses or objections to the venue and jurisdiction as defined herein.

21. LIMITATION PERIOD: No claim for breach of contract or warranty or in tort shall be asserted in any court or arbitration proceeding after one (1) month from the date BUYER’S receipt of Goods, except for claims by SELLER to recover all or part of the amounts due from BUYER including but not limited to; the purchase price or additional charges as defined herein or available at law or equity.

22. ATTORNEYS' FEES: SELLER shall be entitled to recover from BUYER its reasonable attorneys' fees incurred in connection with this transaction including but not limited to all or a portion of the purchase price and/or other additional charges defined herein or at law or equity.

23. NO OTHER REPRESENTATIONS: There are no understandings, agreements, representations or warranties, either written or oral, relative to the Goods that are not fully expressed in these Terms, which supersede and cancel any previous understanding or agreement between the parties with respect to the subject matter of the order. Any subsequent representation made by any person, including distributors, dealers, employees and representatives of SELLER, which is inconsistent with or adds to these Terms shall not be binding on SELLER unless approved in writing by an Officer of SELLER.

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