TERMS AND CONDITIONS OF SALE

Effective Date: May 19, 2026

Last Updated: May 19, 2026

These Wholesale Terms and Conditions of Sale (the "Agreement") constitute a legally binding contract between Lusterline Inc. ("Company," "we," "us," or "our") and any approved independent retail jeweler, business entity, or authorized buyer ("Buyer," "Retailer," "you," or "your") purchasing natural diamonds, lab-grown diamonds, or finished jewelry (collectively, "Inventory" or "Goods") from us.

BY REQUESTING A PRICE QUOTE, OPENING A WHOLESALE ACCOUNT, ACCEPTING AN INVOICE, OR TAKING DELIVERY OF GOODS, YOU EXPLICITLY AGREE TO BE BOUND BY THESE TERMS.

1. Account Eligibility & Verification

• B2B Status Only: We operate strictly as a business-to-business (B2B) wholesaler. We do not sell to retail consumers.
• Documentation Requirements: To access pricing or place orders, Buyer must provide a valid state-issued Resale Certificate, a Federal Tax ID (EIN), and proof of an established retail operation (brick-and-mortar or registered e-commerce platform).
• Right of Refusal: We reserve the absolute right to deny account approval, revoke wholesale privileges, or terminate active orders at our sole discretion without prior notice or liability.

2. Pricing, Invoices, and Payment Terms

• Market Volatility: Due to rapid fluctuations in the global diamond and Rapaport markets, all quoted prices are subject to change without notice until an official invoice is generated and locked by the Company.
• Payment Methods: Payments must be executed via wire transfer, ACH, or certified corporate check unless a specific credit facility has been extended in writing. Credit card payments may be subject to a non-refundable convenience fee where permitted by law.
• Late Fees and Collection Costs: Any invoice outstanding past its designated due date (e.g., Net 30) shall accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower. Buyer agrees to pay all costs of collection, including reasonable attorney fees, court costs, and collection agency fees incurred by the Company.

3. Shipping, Delivery, and Retention of Title (UCC-1)

• FOB Shipping Point: All shipments are sent FOB (Free on Board) Shipping Point. Risk of loss, damage, or theft transfers entirely to the Buyer the moment the package is scanned and handed over to our designated high-value carrier (e.g., FedEx Priority Overnight, Brinks, Malca-Amit).
• Insurance Requirement: While the Company maintains standard transit insurance for its outbound deliveries, Buyer is strictly responsible for inspecting packages for signs of tampering prior to signing for delivery. Any suspected tampering must be noted on the carrier's delivery receipt and reported to us within four (4) hours.

Absolute Retention of Title:

LEGAL NOTICE: Title and legal ownership of all Goods remain exclusively with Lusterline Inc. until the corresponding invoice is paid in full, cleared funds. Until such time, Buyer holds the Goods strictly as a bailee. The Company reserves the right to file a UCC-1 financing statement to publicly register its security interest in unpaid inventory held by the Buyer.

4. Diamond Grading, Certification, and Disclaimers

• Third-Party Lab Reports: Where applicable, loose diamonds are accompanied by independent grading reports (e.g., GIA, IGI). These reports represent the subjective opinion of an independent laboratory at the time of examination. The Company is not a grading laboratory and makes no independent warranties regarding the exact color, clarity, cut, or origin determinations made by third-party labs.
• Grading Variances: Buyer acknowledges that diamond grading is an inexact science. A variance of one color or clarity grade between different laboratories or individual gemologists does not constitute a defect, a breach of contract, or grounds for return.

Exclusion of All Implied Warranties:

ALL GOODS ARE SOLD ON AN "AS IS" AND "WITH ALL FAULTS" BASIS FOR COMMERCIAL USE. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Inspection, Strict Claims Window, and Returns

• Final Sale Default: All wholesale purchases of natural and lab-grown diamonds are Final Sale unless explicitly specified otherwise on the invoice or memo agreement.
• The 48-Hour Inspection Window: Buyer must inspect all Goods immediately upon delivery. Any claim that a shipment is incorrect, short, or damaged must be submitted to the Company in writing with clear photographic or video evidence within forty-eight (48) hours of carrier delivery. Failure to submit a claim within this window constitutes irrevocable acceptance of the Goods.
• Authorized Returns: Any return approved by the Company requires a written Return Merchandise Authorization (RMA) number. Returned items must be shipped back in their original, unaltered condition, accompanied by the untampered, original third-party grading certificates. Missing certificates will incur a minimum $250 re-certification fee per stone, or result in immediate rejection of the return.

6. Absolute Limitation of Liability

MAXIMUM LIABILITY CEILING

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUSTERLINE INC. BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE LOSS, COVER COSTS, OR REPUTATIONAL DAMAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NEVER EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO THE COMPANY FOR THE SPECIFIC PIECE(S) OF INVENTORY GIVING RISE TO THE CLAIM.

7. Governing Law, Indemnification, and Force Majeure

• Indemnification: Buyer agrees to defend, indemnify, and hold harmless the Company, its officers, and employees from any third-party claims, liabilities, consumer complaints, or lawsuits arising out of the Buyer’s subsequent marketing, alteration, mounting, or retail resale of the Goods.
• Force Majeure: The Company shall not be liable for delays or failures in delivery resulting from acts of God, labor shortages, international customs delays, airport closures, armed conflict, supply chain disruptions, or disruptions at major diamond cutting hubs.
• Governing Law: This Agreement, and all transactions executed under it, shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to conflicts of law principles.

8. Mandatory Confidential Arbitration & Class Action Waiver

• Confidential Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, invoices, or unpaid balances shall be settled exclusively by binding, confidential arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of the arbitration shall be in New Jersey, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• Waiver of Representative Action: Both parties agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action.

9. Severability and Entire Agreement

If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions shall continue in full force and effect. This document, alongside the issued corporate invoice, constitutes the entire agreement between the parties regarding wholesale purchases and supersedes all prior verbal agreements, catalogs, or promotional materials.