Supply of Goods Terms and Conditions

1. Who we are and what these Terms cover

1.1 These Supply of Goods Terms and Conditions (the "Terms") are between Unbridaled Diamonds Inc., a corporation incorporated in the State of Delaware, USA, with its principal place of business at 2049 W. Alabama St, Houston, Texas 77098, USA ("Unbridaled", "we", "us"), and the business that places an Order with us ("you", the "Customer").

1.2 These Terms apply to every Order you place through our platform, console, ecommerce or API integrations, or any other channel, and to every invoice we issue for an Order.

1.3 Business customers only. We sell only to businesses. By placing an Order you confirm that you are an authorized representative of a business and are ordering for business purposes, not as a consumer.

1.4 These Terms include the "Commercial Payment Terms" referred to in the checkout confirmation you accept when you place an Order (see sections 11 and 12).

2. Definitions

In these Terms:

• "Order" means a request by you to buy Goods from us, placed on or through the Platform or any other channel we accept.
• "Goods" means the diamonds, gemstones, jewelry and other products we sell, including any certificate or report that comes with them.
• "Platform" means our website, console, apps and integrations through which Orders are placed.
• "Price" means the price of the Goods stated on the Order or invoice, excluding taxes, duties, shipping and insurance.
• "Due Date" means the date by which an invoice must be paid under section 11.
• "Overdue Balance" means the amount still unpaid on an invoice after its Due Date (including taxes and shipping), less payments, and excluding any late payment charge already added.
• "Business Day" means a day other than a Saturday, a Sunday or a federal public holiday in the United States.
• "Memo" has the meaning given in section 10.1.
• "Platform Terms" means our Terms of Service for use of the Platform, at https://unbridaled.ai/terms-of-service.

3. Status of these Terms

3.1 Acceptance. These Terms govern all Orders placed by you and the supply of Goods by us to you. They apply to every Order without exception. When you place an Order, you declare that you have read, understood and agreed to be bound by these Terms.

3.2 Other documents. These Terms are in addition to the Platform Terms. If there is a conflict about the sale of Goods, payment, late payment or governing law, these Terms prevail.

3.3 Changes. We may amend these Terms from time to time. The most recently published version of these Terms will apply each time you submit an Order with us.

3.4 Your terms. Terms on your purchase orders or other documents do not apply unless we accept them in a signed writing.

4. Your account and use of the Platform

4.1 You must give accurate, complete and current information when you create an account, including your legal business name, tax identification and billing and delivery addresses, and keep it up to date.

4.2 Keep your login details and API credentials secure. You are responsible for all activity under your account and for Orders placed by anyone using it, and must tell us promptly if you think it has been compromised.

4.3 Use the Platform only for lawful business purposes. You must not scrape or copy our listings or data in bulk, interfere with the Platform, bypass its security, or use it to resell our listings or data to others without our written consent. We may suspend or close an account that breaches this section or that we reasonably suspect of fraud.

4.4 Some Goods are sourced from third-party suppliers and vendors. We are the seller of record to you for every Order, including Goods sourced from third parties. Listings, images, availability and prices on the Platform may change without notice until an Order is accepted.

5. Orders and prices

5.1 Listings on the Platform are an invitation to order. An Order is accepted when we confirm it. We may decline or cancel an Order, for example if the Goods are no longer available, the price was shown in error, or we cannot complete our compliance checks.

5.2 Prices are in U.S. dollars unless the Order says otherwise. Prices exclude taxes, duties, shipping and insurance unless stated.

5.3 Cancellation. You may cancel an Order before we accept it. After we accept it, we may refuse your request to cancel, and if you cancel an accepted Order you remain responsible for the costs we have incurred because of it, including supplier fees, handling fees, currency losses and lost margin. The cancellation rules for jewelry are in section 9, and Memo transactions are governed by section 10.

6. Delivery, title and risk

6.1 We will ship to the delivery address on the Order. Delivery dates are estimates.

6.2 Shipping and risk. The cost of delivery is as shown on the Order. Risk in the Goods remains with us until they are delivered to, or collected by, you (or your carrier, if you arrange the carrier), and passes to you at that point. We insure Goods in transit until delivery.

6.3 Title. Title to the Goods passes to you only when we have received payment of the full Price and any other amount you owe on that Order in cleared funds. Until then you hold the Goods as our bailee, must keep them insured and identifiable, and must not sell, pledge or encumber them except in the ordinary course of your business after you have paid for them (Goods on Memo are governed by section 10).

7. Inspection, returns and certificates

7.1 Inspect on receipt. You must inspect the Goods promptly after delivery. Report any discrepancy (a wrong item, a missing item, or a stone that does not match its certificate) to us in writing promptly, and in any case within the time limit stated on the listing for those Goods. Goods are deemed accepted after that, except for defects you could not reasonably have found.

7.2 No free returns. We do not offer free returns. Every return is subject to the return fees and conditions shown for the Goods on the Platform. Each diamond and gemstone has its own return policy, which is stated on its listing, and that policy applies to your Order.

7.3 Return allowances. A return allowance shown on the Platform is a discretionary commercial arrangement and not a contractual right. We may change, suspend or withdraw it at any time without prior notice or liability.

7.4 Shipping fees. Shipping fees shown on the Platform are not refunded when Goods are returned.

7.5 Returnable Goods only. We accept returns only of Goods that are returnable. We decide in our discretion whether to accept a return for a refund, credit, exchange or any other purpose.

7.6 Sealed stones. A sealed stone is non-returnable from the time of purchase. By buying one you acknowledge that we cannot verify a stone after it has been sealed.

7.7 Jewelry. The cancellation, return and refund terms for jewelry are in section 9.

7.8 How to return. We do not supply return labels. To return Goods you must:

• (a) ask us for approval through the return function on the Platform or through our support team, and wait for our written approval before sending anything;
• (b) send the Goods back in the same condition in which you received them, securely packed, with the order number and the original certificate;
• (c) ship them with a tracked service and insure them for their full value for the whole journey, at your cost;
• (d) hand the parcel to the courier on camera, and keep the footage, unedited and uninterrupted, for at least 14 days; and
• (e) return the Goods within the period stated on the listing or the Platform. Goods count as returned only when we physically receive them.

7.9 Late or lost returns. If we do not physically receive Goods within the return period, including because of a carrier delay, customs delay, incomplete documents or transit disruption, we may reject the return in our discretion.

7.10 Risk and insurance on return. You arrange the courier and carry all risk of loss, theft, delay, customs problems, damage in transit and related costs, and you are responsible for insuring the Goods during the return shipment, until we physically receive and accept the Goods.

7.11 Missing items. Report any item missing from a delivery or a return through our support team, with video evidence.

7.12 Checks and credit. When a return meets these requirements, we check the Goods for quality and authenticity. If they pass, we issue you a credit note for the price paid or payable for the returned Goods, less any deductions under this section, shipping costs and other fees. If they fail, we reject the return, send the Goods back to you at your cost, and you remain liable for the price.

7.13 Conditions. Any right to a return or refund depends on your compliance with these Terms and the payment terms that apply to your Order.

7.14 Return abuse. We monitor return patterns. If we reasonably believe returns are being abused, we may reduce, suspend or withdraw your return allowance, add fees, restrict your Orders, or end your access to the Platform.

7.15 Certificates and disclosure. Diamonds and gemstones are sold with the grading or laboratory report stated on the listing. Laboratory-grown Goods are identified as such. Unless we state otherwise, colored gemstones may be enhanced or treated and are disclosed in line with the AGTA Gemstone Information Manual.

8. Quality and description

8.1 We warrant that on delivery the Goods conform to the Order and to any specification we have agreed with you, and are free of any lien or claim by a third party that we have not disclosed.

8.2 Tolerances and natural variation. Natural stones vary, and grading is an expert opinion. Small differences between a diamond or gemstone and its listing, such as measurements, weight, proportions, or how color appears in an image or video, that are within the tolerances stated on the listing, or that are normal for the product type, are not a defect. For jewelry, small differences in metal weight, dimensions or finish within the tolerances stated on the listing are likewise not a defect. This warranty does not cover defects caused by your handling or use after delivery, fair wear and tear, or any defect that you cannot show existed on delivery.

8.3 If Goods do not meet section 8.1 and you tell us in time under section 7.1, our obligation is, at our choice, to replace the Goods, repair them, or refund the Price. This is your only remedy for that failure, to the extent the law allows.

9. Jewelry

9.1 Custom and personalized jewelry: cancellation. Once you approve a quote for custom jewelry, or we confirm an order for personalized jewelry, we may accept a cancellation only in our discretion. A cancellation fee may apply, reflecting our design, labor, materials, personalization and supplier costs and the work already done. The cancellation window in 9.5 does not apply to personalized jewelry.

9.2 Custom and personalized jewelry: no returns. Custom and personalized jewelry is made to your own specification or is permanently personalized, so it is non-returnable and non-refundable. The exception is where we confirm in writing that there is a proven manufacturing defect, or a material failure to meet the approved design or personalization instructions, and the claim is made within the warranty period in 9.9.

9.3 Your designs. If you give us a design, you confirm that you hold every right, licence and consent needed to use it, and that using it will not infringe anyone's intellectual property or privacy rights. You indemnify us as set out in section 17.

9.4 Ownership and use of your designs. You keep all rights in the designs, sketches, specifications, files, images, measurements and instructions you give us ("Customer Designs"). You give us a limited, non-exclusive, non-transferable, royalty-free licence to use them solely to carry out your Order, including by sharing them with the suppliers and manufacturers working on it. The licence ends when the Order is completed or canceled, except that we may keep archive copies as set out below. We and those suppliers and manufacturers will not use a Customer Design beyond your Order and directly related repeat Orders, will not knowingly copy a piece for another customer or for ourselves where it reproduces the specific combination of design elements in your Customer Design (other than elements that are generic, standard in the trade, developed independently or in the public domain), and will not disclose it except as these Terms allow. Nothing stops us making jewelry that uses common design elements found in the trade. We keep Customer Designs for as long as we reasonably need to fulfill the Order and any repeat Orders, and, on your written request, will use reasonable efforts to have each supplier or manufacturer delete them within a reasonable time. We may keep one archive copy, under access controls, for legal, regulatory, audit, warranty or dispute purposes for as long as we reasonably consider necessary. We will give suppliers and manufacturers access to Customer Designs only if they are bound by written confidentiality duties at least as protective as these. Customer Designs are your confidential information under section 18.

9.5 Made-to-order and ready-to-wear jewelry: cancellation. You may cancel only if the jewelry is configured with returnable stones only and you ask within 24 hours of our order confirmation or by the next Business Day, whichever is later (the "Cancellation Window"). If you do not meet those conditions, you remain obliged to pay the invoice price. After the Cancellation Window, we do not guarantee cancellation: we may accept it only in our discretion, and if we do, cancellation fees shown on the Platform may apply.

9.6 Made-to-order rings: returns. A ring may be returned only if all of the following are true: (a) its center stone was shown as returnable on the Platform when you ordered (if it was shown as non-returnable, the ring cannot be returned); (b) we receive the ring within 15 calendar days after you received it; and (c) it is returned unworn and in its original condition as required by section 7.8, and it passes our quality and authenticity inspection. On an accepted return you receive the full price of the center stone shown at purchase, and we keep a restocking fee of 20% of the mounting price shown on the Platform, so you receive 80% of the mounting price as a refund or credit.

9.7 Ready-to-wear jewelry: returns. Ready-to-wear jewelry may be returned if (a) we receive it within 15 calendar days after you received it, and (b) it is returned unworn and in its original condition as required by section 7.8 and passes our quality and authenticity inspection. On an accepted return you receive a credit note equal to the purchase price shown on the Platform, excluding shipping fees, handling fees and any other fees incurred on the Order.

9.8 Jewelry warranty. We warrant jewelry against proven manufacturing defects in materials or workmanship for 90 days from the date you receive it. The warranty does not cover wear and tear; misuse, accidental damage or improper storage; normal surface marks, scratches or tarnishing; your handling after delivery; or any resizing or repair done by a third party.

9.9 Warranty period for custom jewelry. The 90-day period in 9.8 is the warranty period referred to in 9.2.

9.10 Repairs and resizing. You may ask us to resize or repair jewelry bought through the Platform. All requests are subject to our fees. Resized or repaired jewelry carries the warranty in 9.8 for 90 days from the date you accept delivery of it.

10. Memo transactions

10.1 Memo. A "Memo" is a consignment of Goods delivered to you on approval, so that you may inspect them and offer them for sale to your own customers during the Memo period, and not as a sale to you. Delivery of Goods on Memo does not transfer title to you. Within the Memo period you must elect either to purchase the Goods or to return them. You hold Goods on Memo as our bailee, and title to them remains with us until you have purchased them and paid for them in full. You may show Goods on Memo to your customers and offer them for sale. If you sell, or otherwise dispose of, any Goods on Memo to a third party, you are treated as having purchased those Goods from us at that time, and you must tell us promptly and pay for them under section 10.3. You must not pledge or encumber Goods on Memo.

10.2 Memo period and return deadline. The Memo period is 5 calendar days from the date you receive the Goods in hand. Unless you purchase them, you must ship the Goods back to us, using a tracked service and insured for their full value, on or before the 5th day (the "Return Deadline"). A return is on time if the Goods are shipped back on or before the Return Deadline, even if we receive them later.

10.3 Buying from a Memo. Goods you buy from a Memo are invoiced at their cost shown on the Memo, plus any retention fee under section 10.5. The payment term for those Goods runs from the date of the Memo, not from the date of the invoice we raise for the purchase. The invoice is subject to the payment terms in section 11 and the late payment charge in section 12.

10.4 Goods held beyond the Return Deadline. Sections 10.5 and 10.6 apply only to Goods held beyond the Return Deadline. If you have neither purchased Goods nor shipped them back by the Return Deadline, we may at any time, in our discretion and without notice, treat those Goods as purchased by you and invoice them to you at the cost shown on the Memo plus the retention fee under 10.5. Alternatively, we may in our discretion accept their late return, in which case 10.6 may apply. Our acceptance of a late return, and any delay in invoicing the Goods or demanding their return, is not a waiver of the Return Deadline or of any of our rights under this section 10. No retention fee or late return charge applies to Goods you purchase, or ship back, on or before the Return Deadline.

10.5 Retention fees. Where Goods are purchased, or are treated as purchased under 10.4, after the Return Deadline, a retention fee is added to the cost of those Goods. The fee is 10% of cost for laboratory-grown diamonds and 5% of cost for natural diamonds, colored gemstones and jewelry.

10.6 Late return charge. If all of the Goods on a Memo are returned to us after the Return Deadline and none of them has been purchased, you shall pay a flat late return charge of $30 for that Memo. The charge is payable once per Memo and is without prejudice to our other rights under this section 10.

10.7 Risk and insurance. Goods on Memo are at your risk from the time they are delivered to you until we have physically received them back (or until you have bought and paid for them). You must insure them at your cost for their full value for that whole time, and keep them in the condition in which you received them.

10.8 Other terms. Sections 7 (return conditions, packing and shipping) and 16 (warranties and liability) apply to Memo Goods to the extent they are not inconsistent with this section.

11. Price and payment

11.1 Payment options. We may offer you one or more of the following payment options, which are shown at checkout and on your invoice. Not every option is available to every Customer or at all times, and we may add, change or withdraw an option for future Orders without notice:

• (a) Advance Pay: you pay the full price in cleared funds before we ship, within 2 Business Days of order confirmation;
• (b) Standard Pay: you pay within 3 Business Days of the invoice date;
• (c) Net 30: you pay within 30 calendar days of the invoice date;
• (d) Net 60: you pay within 60 calendar days of the invoice date.

For Goods you buy from a Memo, each of these periods runs from the date of the Memo, not from the date of the invoice.

If the option you chose is not available to you when we process your Order, we will apply the closest option that is. Credit terms are subject to our approval and to any credit limit we set. Time of payment is of the essence. Some options carry a fee, which is shown before you confirm the Order and on the invoice.

11.2 How to pay. Pay in U.S. dollars using any payment method we make available at checkout or list on the invoice, and quote the invoice number where asked. You bear your own bank's and card issuer's fees. A fee may apply to some payment methods where the invoice or Platform says so.

11.3 No set-off. You must pay in full without deduction or set-off, except for amounts we have agreed in writing.

11.4 Credit. Any credit limit or payment term we extend is at our discretion and we may reduce or withdraw it at any time, including if we have concerns about your credit or you have an overdue invoice.

12. Late payment

12.1 Late payment charge. If you do not pay an invoice by its Due Date, we may charge a late payment charge on the Overdue Balance at a rate of 0.2% per day, accruing daily from the day after the Due Date until the balance is paid in full. The charge is simple (it is not compounded). We may change the rate for future Orders by publishing a new version of these Terms under section 3.3.

12.2 Legal maximum. If the rate in 12.1 is higher than the maximum rate or charge the law that applies to the Order allows, the charge is the highest amount that law allows. Nothing in these Terms requires you to pay more than that.

12.3 Added to the invoice. We may add the charge to the invoice as a separate line, payable on demand. Payments are applied first to costs, then to late payment charges, then to the oldest invoice amounts.

12.4 Collection costs. You will reimburse our reasonable costs of collecting overdue amounts, including reasonable legal fees, to the extent the law allows.

12.5 Our other rights. We may exercise the rights in section 13 at any time and are not waiving them by charging or not charging a late payment charge.

13. Non-payment: our remedies

13.1 If an invoice is not paid by its Due Date, we may, without notice and without liability, do one or more of the following:

• (a) hold, delay or cancel any unfulfilled Order, and refuse new Orders until all overdue amounts are paid in full;
• (b) suspend or withdraw any credit or payment term, and require advance payment for future Orders;
• (c) declare all amounts you owe us immediately due and payable;
• (d) retake possession of Goods whose title has not passed to you, and enter your premises at reasonable times to do so;
• (e) report the overdue amount to credit reporting agencies and trade-credit and diamond-industry credit services as the law allows.

13.2 Once you have paid all overdue amounts and the late payment charge in cleared funds, we will lift any hold under 13.1(a) and (b) as soon as reasonably practicable.

14. Taxes and duties

14.1 You are responsible for all taxes, duties, tariffs and import fees on the Order that apply in the country of delivery, including sales and use tax, VAT, GST and customs duty. We will charge sales tax or similar tax where the law requires us to collect it, unless you give us a valid resale or exemption certificate, in which case you are responsible for any tax later found due.

14.2 If you are required by law to withhold any tax from a payment, you will increase the payment so that we receive the full invoiced amount.

15. Compliance and conflict-free goods

15.1 Conflict-free. We confirm that, to the best of our knowledge and as warranted by our suppliers, the diamonds we sell are not involved in funding conflict and comply with applicable United Nations resolutions and corresponding national laws, and that we adhere to the World Diamond Council System of Warranties Guidelines. Natural and laboratory-grown Goods are identified as such.

15.2 Lawful use. You will comply with all laws that apply to your purchase, import, resale and use of the Goods, including sanctions, export control, anti-money-laundering, customs and anti-corruption laws. We may refuse or cancel any Order, hold Goods, or ask for identification and business information where we reasonably need to in order to comply with these laws.

16. Warranties and liability

16.1 We warrant that we have the right to sell the Goods and that, when delivered, they match their stated description and grading report. Except as stated in these Terms, we give no other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, to the extent the law allows.

16.2 Limit. To the extent the law allows, our total liability to you for any claim about an Order is limited to the Price you paid for the Goods in that Order. We are not liable for lost profits, loss of business, or any indirect, incidental, special or consequential loss.

16.3 Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud.

17. Indemnity

You will defend, indemnify and hold us (and our affiliates) harmless against any claim, loss or reasonable cost, including legal fees, arising out of a transaction you make on the Platform, unauthorized access to or use of the Platform through your account, your breach of these Terms, your breach of law in using or reselling the Goods, inaccurate information you give us, or any claim that a design you gave us infringes a third party's rights, except to the extent we caused it.

18. Confidentiality and data

18.1 Each party will keep confidential the other's non-public business information it receives (including pricing, supplier and customer information, and credit terms) and use it only for these Terms, unless the law requires disclosure or the information is already public.

18.2 We handle personal and business data as described in our Privacy Policy at https://unbridaled.ai/terms-of-service#Unbridaled-Privacy-Policy.

19. Term and termination

19.1 You may close your account at any time. Closing it does not affect Orders we have already confirmed, and you remain liable for all amounts due.

19.2 We may suspend, restrict or end your account or access to the Platform immediately if you breach these Terms, fail to pay an invoice by its Due Date, become insolvent, or we reasonably believe that your continued use may expose us or our suppliers to financial, legal, regulatory or reputational risk, or involves fraud or a breach of law.

19.3 When the relationship ends, all amounts you owe us become due immediately. Sections that by their nature continue (including payment, late payment, title, taxes, liability, indemnity, confidentiality and governing law) survive.

20. Force majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters, war, terrorism, strikes, carrier or customs delays, government action and failure of utilities or networks. This does not excuse a delay in paying money you owe.

21. Electronic communication

21.1 You agree to receive notices and invoices from us electronically and agree that electronic acceptance and electronic records are binding, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act and the Delaware Uniform Electronic Transactions Act.

21.2 Notices to us go to support@unbridaled.ai and to the address in section 24. We may notify you at the email or address on your account.

22. General

22.1 Entire agreement. These Terms, the Order, the invoice and the documents they refer to are the whole agreement for the Order and replace earlier discussions about it.

22.2 Severability. If a provision is found unenforceable, the rest stays in force, and the provision is reduced to the extent needed to make it enforceable.

22.3 No waiver. A delay or failure to enforce a right is not a waiver.

22.4 Rights and remedies. Our rights and remedies under these Terms are in addition to those the law gives us.

22.5 Assignment. You may not assign or transfer your rights or duties without our written consent. We may assign ours, including to a financing provider or a successor to our business.

22.6 Third parties. Only you and we have rights under these Terms. No one else may enforce them.

22.7 Relationship. We are independent contractors. These Terms create no partnership, agency or employment.

23. Governing law and disputes

23.1 Governing law. These Terms and any dispute about them or an Order are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Courts. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute, and each party submits to them and waives any objection to venue there.

23.3 Jury trial. To the extent the law allows, each party waives any right to a jury trial in a dispute arising out of these Terms.

23.4 Injunctive relief. We may seek an injunction in any court to protect our Goods, intellectual property or confidential information, or to collect amounts due.

24. Contact

Unbridaled Diamonds Inc., 2049 W. Alabama St, Houston, TX 77098, USA · support@unbridaled.ai · 713-780-2828.