Terms and Conditions

Of Sale

THIS LANGUAGE CONSTITUTES THE TERMS AND CONDITIONS ON WHICH STULLER (HEREINAFTER REFERRED TO AS “SELLER”) SELLS THE ITEMS REFERRED TO ON THE FACE OF THIS DOCUMENT. NO ADDITIONS OR MODIFICATIONS WILL BE BINDING ON SELLER UNLESS AGREED TO IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF SELLER.

1. General. The terms and conditions set forth below shall constitute the sole, complete and exclusive agreement between SELLER and BUYER and shall not be modified or waived, except by written agreement executed by a duly authorized representative of the Seller. All other terms, conditions, proposals, purchase orders, acceptances or other communications between SELLER and BUYER are abrogated, superseded and considered null and void to the extent they conflict with the terms and conditions set forth herein.

2. Delivery. Unless otherwise agreed to in writing, all items are delivered F.O.B. Destination. In the event that delivery of any of the ordered items is delayed beyond a reasonable time, Buyer may cancel its order for the items listed and reject such items if subsequently tendered. Upon cancellation and/or rejection of such delayed order, the Seller will return to Buyer any portion of the purchase price previously paid for the items. BUYER AGREES THAT CANCELLATION OF THE ORDER FOR THE LISTED ITEMS AND REFUND OR RETURN OF PURCHASE PRICE BY SELLER OF ANY PORTION OF THE PURCHASE PRICE PREVIOUSLY PAID FOR THE LISTED ITEMS IS THE BUYER’S SOLE AND EXCLUSIVE REMEDY LIMITING ALL LIABILITIES OF THE SELLER, WHETHER IN CONTRACT, NEGLIGENCE, ACTUAL OR IMPUTED, TORT OR OTHERWISE.

3. Prices; Taxes. Sale prices for precious metal items are based on markets in effect on the business day the order is shipped, plus surcharges. Sales prices do not include any tax applicable to the transaction, or to the production, sale, delivery, transportation, replacement or use of any of the listed items. Taxes will be separately stated and will be charged in accordance with applicable state and local laws in effect at the time of sale.

4. Force Majeure. Seller is not liable for losses from causes beyond its reasonable control. This includes actions by any federal, state or local government, or any department or agency thereof; acts of God, fires, flood, weather, strikes, lockouts, embargoes, wars, acts of terrorism, riots, equipment failure, shortages in transportation, or inability to obtain sufficient quantities of fuel, power, labor, manufacturing capacity, materials or other supplies. In the event of a delay due to these reasons, the date of delivery will be postponed an amount of time that is reasonable to compensate for the delay.

5. Warranty. Seller warrants to the original buyer only that all items delivered hereunder shall conform to the description on the face hereof and shall be free from defects in material and workmanship when normally used and serviced for a period of thirty (30) days from the date of shipment. If within the 30 days after the receipt of any item a nonconformity or defect covered by the proceeding sentence appears in the item, and provided Buyer promptly returns the item to Seller, Seller will, at its option, either ship to Buyer a conforming item (which may be the original item appropriately repaired) or return to Buyer any portion of the purchase price of the item previously paid. Seller will be responsible for all reasonable transportation charges paid by Buyer for the foregoing purchase. All risk of loss and damage to any item returned to seller under this Section 5 shall remain with Buyer until receipt of the item by Seller.

   THE WARRANTIES SET FORTH HEREIN SHALL BE THE EXCLUSIVE WARRANTIES BY SELLER AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, AND WHETHER OR NOT ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE, AND ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE ARE HEREBY DISCLAIMED.

   FURTHER, BUYER WAIVES ALL RIGHTS, CLAIMS, OR CAUSES OF ACTION IN REDHIBITION FROM THE SALE. BUYERS’ REMEDY IS LIMITED TO CORRECTION OF DEFECTS OR RETURN OF THE PURCHASE PRICE. THE RETURN OF THE PURCHASE PRICE PROVIDED SELLER RECEIVES THE LISTED ITEMS IN THE MANNER DESCRIBED AND WITHIN THE WARRANTY PERIOD. SELLER SHALL HAVE NO FURTHER OBLIGATIONS WHETHER IN WARRANTY, CONTRACT. NEGLIGENCE, ACTUAL OR IMPUTED, STRICT LIABILITY, ABSOLUTE LIABILITY, TORT OR OTHERWISE, WITH RESPECT TO DEFECTS IN OR NON-CONFORMANCE OF LISTED ITEMS, EXCEPT THOSE LISTED ABOVE.

6. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER ARISING IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, ABSOLUTE LIABILITY, ACTUAL OR IMPUTED, TORT, PATENT INFRINGEMENT OR OTHERWISE) including, but not limited to, loss of profits or revenue, loss of use of the item(s) delivered, cost of capital, downtime costs, or claims of customers of Buyer for such other damages, whether on account of any nonconformance or defect in any items furnished hereunder or delays in delivery thereof or services performed thereon or any other nonconformance by Seller. Seller’s liability on any claim, whether in contract, negligence, actual or imputed, strict liability, absolute liability, tort or otherwise for any loss or damage arising out of, connected with, or resulting from this contract or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, inspection, operation or use of any items covered by or furnished under this contract shall in no case (except as provided in Section 7 hereof) exceed the purchase price allocable to the item or part thereof which gives rise to the claim. All causes of action against Seller arising out of or relating to this contract, or performance thereof, shall be brought within one year of the date of shipment.

7. Termination. Termination of any sale may only be by mutual agreement, signed by an authorized representative of Seller and upon payment of Buyer of reasonable and proper termination charges, including, but not limited to, costs incurred to cover labor expended and material procured, refined, processed or partially processed in connection with this contract

8. Partial invalidity: Headings. If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion thereof. These terms and conditions shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained herein. Section headings here are for convenience of reference only and shall not affect the construction or interpretation of these terms and conditions.

9. Affiliates. This contract may be performed in whole or in part by Seller or by a corporation subsidiary to or affiliated with Seller.

10. Waiver. Waiver by Seller or Buyer of breach of any of the provisions herein shall not be construed as a waiver of any other breach of any other provision contained herein.

11. Choice of Law. The construction and performance of this contract shall be governed and interpreted by the laws of the State of Louisiana and any and all disputes arising hereunder shall be brought within Lafayette Parish, Louisiana.

12. With the payment of this invoice, your company agrees to fully and accurately represent the product you have purchased including full disclosure of all treatments and/or enhancements.

***Gemstone Enhancement Disclosure***

All gemstones are commonly enhanced unless indicated by the code “N”. The enhancement code is preceded by the prefixes “AGTA =” See Diamonds and Gemstones Catalog for explanation of enhancement codes.

***United Nations Compliance Statement Regarding the Kimberly Process***

The diamonds here in invoices have been purchased from legitimate sources not involved in funding conflict and in compliance with United Nations resolutions. The Seller hereby guarantees that these diamonds are conflict free, based on the personal knowledge and/or written guarantees provided by the supplier of these diamonds.

For any product fabricated from rough diamonds mined prior to January 1, 2003, the Seller warrants that conflict diamonds will not be knowingly sold and that, to the best of our ability, will undertake reasonable measures to help prevent the sale of conflict diamonds in this country.

Ecommerce Guidelines

1. Stuller, Inc. prohibits, without prior permission, the sale of any of its product to online marketplace providers or ecommerce aggregators.

2. Stuller, Inc. prohibits the unauthorized use of its registered and unregistered trademarks, logos, and service marks, including, but not limited to, 302^®, Ever&Ever^® and the Stuller name.

3. Stuller, Inc. prohibits the unauthorized use of its product series and/or SKU numbers.

4. Stuller, Inc. reserves the right to limit use of any and all product images and/or descriptions.

5. Stuller, Inc. will review nonobservance of above guidelines on a case by case basis, results of which can include suspension or close of an account.