1. Introduction & Scope

These Terms & Conditions (the "Terms") govern the business relationship between MINVI Jewelry (referred to as "we", "us", or "our") and you (referred to as "you", "your", or "the Client"), including all wholesale orders, custom jewelry production, OEM/ODM services, and international shipping transactions made through our website, email, or direct business communication.

By placing an order, requesting a quote, or engaging in any business transaction with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in full. These Terms supersede all prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

1.1 Definitions

• Wholesale Order: A bulk order of our standard in-stock jewelry products, placed by a licensed distributor, boutique owner, or retail business for resale purposes.
• Custom Order: An order for jewelry products designed, modified, or produced to your specific specifications, including custom design, gemstone/metal selection, branding, and OEM/ODM services.
• Business Day: Monday through Friday, 9:00 AM – 6:00 PM EST, excluding US public holidays.
• Delivery Date: The date on which the finished products are shipped from our manufacturing facility, as specified in your order confirmation.
• Force Majeure: Any event beyond our reasonable control, including but not limited to natural disasters, pandemics, supply chain disruptions, labor strikes, government regulations, and shipping carrier delays.

2. Orders & Contract Formation

2.1 Quotes & Order Placement

• All quotes provided by us are valid for 30 calendar days from the date of issue, unless otherwise specified in writing. Quotes are based on current material costs, labor rates, and exchange rates, and are subject to change without notice after the validity period.
• To place an order, you must provide us with complete order details, including product item numbers, quantities, specifications, shipping address, billing information, and any custom requirements. For custom orders, you must provide all design files, specifications, and approval documents before production can begin.
• We reserve the right to refuse any order, for any reason, at our sole discretion, including but not limited to insufficient order quantity, inability to meet your specifications, or concerns regarding your creditworthiness.

2.2 Order Confirmation & Contract Formation

• Upon receipt of your order, we will issue you a written Order Confirmation via email, which will include the final order details, pricing, production timeline, delivery date, payment terms, and shipping information.
• A binding contract between you and us is formed only when you provide written acceptance of the Order Confirmation, and we have received the required deposit payment (if applicable).
• You are responsible for reviewing the Order Confirmation carefully and notifying us of any errors, discrepancies, or changes within 2 Business Days of receipt. Any changes requested after this period may result in additional fees, delays to the production timeline, or cancellation of the order.

2.3 Custom Order Specific Terms

• For custom orders, you must provide all design specifications, inspiration images, technical drawings, and branding materials at the time of order placement. We reserve the right to request additional information or clarification to ensure we can meet your requirements.
• We will provide you with a digital design proof, sample, or prototype for your approval before beginning full production. You must provide written approval of the proof/sample within 3 Business Days of receipt. Production will not begin until we have received your written approval.
• Any changes to the design, specifications, or materials requested after your approval of the proof/sample will be considered a change order, and may result in additional fees, delays to the production timeline, or cancellation of the order.
• Custom orders are non-cancellable and non-refundable once production has begun, except in the case of a material breach by us, as specified in Section 7.

3. Pricing & Payment Terms

3.1 Pricing

• All prices listed on our website, in quotes, or in Order Confirmations are ex-factory wholesale prices, excluding all taxes, customs duties, shipping fees, and insurance costs, unless otherwise specified in writing.
• We offer tiered wholesale pricing based on order quantity, with discounts available for larger bulk orders. Custom orders are priced individually based on design complexity, materials, labor, and order quantity.
• Prices are subject to change without notice due to fluctuations in material costs, labor rates, exchange rates, or market conditions. However, the price stated in your written Order Confirmation will be honored for the duration of that order.

3.2 Payment Terms

• Standard Wholesale Orders: For in-stock wholesale orders, full payment is required before shipment, unless a credit account has been pre-approved by us in writing.
• Custom/OEM/ODM Orders: A non-refundable deposit of 30% – 50% of the total order value is required upon order confirmation, to secure materials and begin production. The remaining balance must be paid in full before the finished products are shipped.
• Approved Credit Accounts: For clients with pre-approved credit terms, payment is due within the agreed-upon credit period from the date of invoice. Late payments will accrue interest at a rate of 1.5% per month on the outstanding balance, or the maximum rate allowed by applicable law, whichever is lower.
• Accepted Payment Methods: We accept payment via bank wire transfer, PayPal, irrevocable letter of credit (L/C), and credit card (for Canadian orders only). All payment processing fees, bank charges, and currency conversion fees are the sole responsibility of the Client.
• Taxes & Duties: All sales taxes, VAT, customs duties, import fees, and other government charges levied on the order are the sole responsibility of the Client. We are not responsible for calculating, collecting, or paying these fees on your behalf.

4. Production & Delivery

4.1 Production Lead Time

Production lead times vary based on order type, quantity, and design complexity, and are specified in your Order Confirmation:

1. Standard In-Stock Orders: Fulfillment within 24 – 48 Business Hours of payment confirmation, subject to stock availability.
2. Standard Bulk Production Orders: 30 – 45 Business Days from the date of order confirmation and deposit receipt.
3. Custom/OEM/ODM Orders: 30 – 45 Business Days from the date of your written approval of the design proof/sample and deposit receipt.
4. Rush Orders: We may accommodate rush production with a lead time of approximately 20 Business Days, subject to our production capacity and an additional rush fee. You must notify us of your rush requirements at the time of order placement.

Our annual peak production period is May – August, to accommodate Christmas and holiday shipment deadlines. Production lead times may be extended during this period, and we recommend placing orders at least 60 days in advance of your required delivery date. We will confirm the final production timeline with you in your Order Confirmation.

We will notify you via email as soon as production is complete, and provide you with tracking information once the order has shipped.

4.2 Shipping & Delivery

• All shipping and delivery terms are governed by our separate Shipping & Delivery Information Page, which is incorporated into these Terms by reference.
• We ship worldwide via USPS, UPS, DHL, FedEx, and our partnered freight forwarders. You may select your preferred shipping method at the time of order placement, or use your own nominated freight forwarder for large-volume bulk orders.
• Delivery times are estimates only, and are not guaranteed. We are not responsible for shipping delays caused by the carrier, customs clearance, weather conditions, or other events beyond our reasonable control.
• Title to the products and risk of loss passes to you upon delivery of the products to the shipping carrier. You are responsible for all risk of loss, damage, or theft of the products after they have been shipped.
• You are responsible for ensuring that the shipping address provided is accurate and complete. We are not responsible for lost, misdelivered, or returned packages due to an incorrect or incomplete shipping address provided by you. Any additional shipping fees incurred as a result will be your sole responsibility.

5. Returns, Refunds & Warranty

5.1 Return Policy for Standard Wholesale Orders

For in-stock standard wholesale orders, you may request a return within 7 calendar days of delivery of the products, provided that:

1. The products are in their original, unused, and resalable condition, with all original packaging, tags, and labels intact.
2. The products are not custom-made, personalized, or special-order items.
3. You have notified us in writing of your intent to return the products within the 7-day period, and received a Return Merchandise Authorization (RMA) number from us.

Approved returns are subject to a 15% restocking fee, to cover our handling, inspection, and processing costs. You are responsible for all return shipping fees, insurance costs, and any customs duties or taxes incurred on the return shipment.

Once we receive and inspect the returned products, we will issue a refund to your original payment method, less the restocking fee and any applicable shipping fees, within 10 Business Days of receipt of the returned products.

5.2 Return Policy for Custom/OEM/ODM Orders

Custom, personalized, OEM/ODM, and made-to-order products are non-cancellable, non-returnable, and non-refundable, except in the case of a material breach by us, as specified in Section 5.4.

This includes, but is not limited to, products with custom designs, custom gemstone/metal selections, personalized engraving, custom branding, and products produced to your specific specifications.

5.3 Warranty

We warrant that all jewelry products sold by us will be free from defects in materials and workmanship for a period of 12 months from the date of delivery. This warranty applies only to the original purchaser, and is non-transferable.

This warranty does not cover:

1. Normal wear and tear, including but not limited to scratches, dents, tarnishing, and damage caused by daily use.
2. Damage caused by improper use, abuse, neglect, accident, or unauthorized modification or repair of the products.
3. Damage caused by exposure to chemicals, water, extreme temperatures, or other environmental factors.
4. Any products that have been altered, resized, or repaired by a third party without our prior written approval.

If a product is found to be defective in materials or workmanship within the warranty period, we will, at our sole discretion, repair the product, replace the product with an identical or equivalent product, or issue a refund of the purchase price of the defective product. You are responsible for all shipping fees associated with returning the defective product to us.

5.4 Defective Products & Non-Conforming Deliveries

You must inspect the products immediately upon delivery, and notify us in writing of any defects, damages, non-conformities, or discrepancies within 3 Business Days of delivery. You must provide clear photographs and a detailed description of the issue with your notification.

If we confirm that the products are defective, damaged, or non-conforming to the specifications in your Order Confirmation, we will, at our sole discretion:

1. Repair the defective products at no cost to you.
2. Replace the defective products with identical or conforming products, and cover the cost of shipping the replacement products to you.
3. Issue a refund of the purchase price of the defective/non-conforming products.

We reserve the right to request the return of the defective/non-conforming products for inspection before processing any repair, replacement, or refund.

6. Intellectual Property & Confidentiality

6.1 Intellectual Property Rights

• All designs, images, text, graphics, logos, trademarks, and other intellectual property displayed on our website, in our marketing materials, or embodied in our products are the exclusive property of MINVI Jewelry, and are protected by copyright, trademark, and other intellectual property laws worldwide.
• You may not use, reproduce, distribute, modify, or create derivative works of our intellectual property without our prior written consent. Any unauthorized use of our intellectual property will result in immediate termination of our business relationship, and we reserve the right to take legal action against you for any infringement.
• For custom orders where you provide us with your own designs, logos, trademarks, or other intellectual property, you represent and warrant that you have the full right, title, and authority to use and provide such intellectual property to us, and that our use of such intellectual property to produce the custom products will not infringe on the rights of any third party.
• You agree to indemnify, defend, and hold us harmless from any and all claims, damages, losses, and expenses arising out of or related to any allegation of intellectual property infringement based on our use of the designs, logos, or intellectual property provided by you.

6.2 Confidentiality

• We will keep all of your business information, order details, design specifications, pricing information, and other confidential information strictly confidential, and will not disclose such information to any third party without your prior written consent, except as required by law or to fulfill our obligations under the order.
• You agree to keep all of our pricing information, production processes, design specifications, and other confidential business information strictly confidential, and will not disclose such information to any third party without our prior written consent.
• The confidentiality obligations in this Section will survive the termination of our business relationship for a period of 3 years from the date of termination.

7. Termination & Breach

7.1 Breach of Terms

We reserve the right to immediately terminate our business relationship with you, cancel any pending orders, and refuse any future orders, if you:

1. Fail to make any payment when due, in accordance with the payment terms specified in your Order Confirmation.
2. Breach any of the terms and conditions set forth herein, including but not limited to the intellectual property and confidentiality provisions.
3. Provide us with false, misleading, or fraudulent information, including but not limited to billing information, shipping address, or business credentials.
4. Engage in any conduct that is harmful to our business, reputation, or intellectual property rights.

7.2 Effect of Termination

Upon termination of our business relationship for any reason:

1. All outstanding payments owed to us will become immediately due and payable.
2. We reserve the right to cancel any pending orders, and retain any deposits paid for custom orders as liquidated damages for our losses incurred.
3. You must immediately cease all use of our intellectual property, and return any confidential information provided to you by us.
4. The provisions of Sections 6, 7, 8, and 9 will survive the termination of our business relationship.

8. Limitation of Liability & Indemnification

8.1 Limitation of Liability

In no event shall we be liable to you for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of revenue, or loss of data, arising out of or related to our performance or non-performance of these Terms, even if we have been advised of the possibility of such damages.

Our total aggregate liability to you for any and all claims arising out of or related to these Terms, any order, or our business relationship, shall not exceed the total purchase price of the specific order that gave rise to the claim.

Nothing in these Terms shall limit or exclude our liability for:

1. Death or personal injury caused by our negligence.
2. Fraud or fraudulent misrepresentation.
3. Any other liability that cannot be limited or excluded by applicable law.

8.2 Indemnification

You agree to indemnify, defend, and hold us harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

1. Your breach of any of the terms and conditions set forth herein.
2. Any allegation of intellectual property infringement arising from our use of designs, logos, or intellectual property provided by you.
3. Any claims related to the resale, distribution,