TERMS + CONDITIONS

1. THESE TERMS CONTROL: BY SUBMITTING AN ONLINE ORDER (THE “CHECKOUT”) THROUGH WWW.HOUSEHOLBROOK.COM OR ANY OTHER ONLINE PLATFORM (“JHH PLATFORMS”) USED BY JEWELS OF HOUSE HOLBROOK (“JHH”) WHICH REFERENCES THESE TERMS & CONDITIONS OF SALE (THESE “TERMS”) OR BY ACCEPTING AN INVOICE (THE “INVOICE”) FROM JHH WITH WHICH THESE TERMS ARE INCLUDED, EACH CUSTOMER OR POTENTIAL CUSTOMER OF JHH (“CUSTOMER”) CONFIRMS THAT THESE TERMS SHALL GOVERN ALL PURCHASES OF PRODUCTS OR MATERIALS PROVIDED TO CUSTOMER BY JHH (“GOODS”). GOODS ARE EXPRESSLY SUBJECT TO THESE TERMS AND ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SET FORTH IN A PURCHASE ORDER OR SIMILAR COMMUNICATION RECEIVED FROM CUSTOMER ARE OBJECTED TO AND SHALL NOT BE BINDING UPON JHH UNLESS SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED OFFICER OF JHH. NO EMPLOYEE OR AGENT OF JHH HAS THE AUTHORITY TO MODIFY THESE TERMS VERBALLY. JHH OBJECTS TO AND REJECTS ANY TERMS BETWEEN CUSTOMER AND ANY OTHER PARTY, AND NO SUCH TERMS SHALL BE A PART OF OR INCORPORATED INTO THESE TERMS UNLESS AGREED
TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF JHH.

2. PRICING: Customer agrees to pay the prices, costs, taxes, and fees, shown during the Checkout or on the applicable Invoice, and to be responsible for any additional applicable shipping and handling charges, taxes, duties, and charges for import and export licenses and certificates. All prices quoted by JHH, listed on JHH Platforms, or indicated during the Checkout or in the Invoice are subject to change without notice. In order to be corrected, any discrepancies in pricing, quantities, or type of Goods must be reported by Customer within fifteen (15) days of the date of the Checkout or Invoice, as applicable.

3. PAYMENT: (a) OUTRIGHT SALES: Unless JHH otherwise makes credit arrangements with Customer, all orders will be due and payable at the time of the Checkout or upon receipt of the Invoice. If Customer fails to make such payment or if JHH discovers any payment Customer indicated during the Checkout is being cancelled or disputed, JHH reserves the right to suspend performance. Customer agrees to pay a charge on all amounts past due at the rate of 1 ½% per month (18% per year) or the maximum lawful rate, whichever is less. The waiver of a finance charge or any portion thereof shall not be deemed to be a waiver of any future finance charges. In the event of non-payment, JHH may turn over the right to collect any unpaid amounts to a third party for collection. Regardless, Customer agrees to pay all of JHH’s costs to collect, including, but not limited to, reasonable attorney fees and court costs, if any, incurred by JHH to collect payment, and all applicable interest charges. JHH may apply payments to any particular order unless Customer provides specific payment direction.
(b) LAYAWAY PLANS: Upon Customer’s request, JHH may, in its discretion, delist certain Goods from the JHH Platforms and hold such Goods for Customer, provided that Customer agrees to pay for such Goods an initial deposit of 25% of the purchase price for such Goods (unless the parties agree to a different percentage, in JHH’s sole discretion) in regular installments over a period of time (with such period and installments to be determined in JHH’s sole discretion) (such arrangements are referred to herein as “Layaway Plans”). Goods held for Customer under a Layaway Plan will not be delivered to Customer until all payments are made under such Layaway Plan. All sales under a Layaway Plan are final and cannot be cancelled. Any amounts paid under a Layaway Plan are nonrefundable; provided that if Customer has not breached these Terms in any other manner, Customer may terminate the Layaway Plan and, within eight (8) weeks of such termination apply any payments under the Layaway Plan to the purchase of any other non-consignment item in JHH’s inventory. In addition, if two (2) or more payments under such Layaway Plan are late or if the final payment under the Layaway Plan is not paid within seven (7) days of its due date JHH shall be entitled to relist and sell the Goods to another Customer and retain any payments previously made by Customer under the Layaway Plan.
(c) CUSTOM DESIGN: Upon Customer’s request, JHH may, in its discretion, design and deliver custom Goods pursuant to agreed upon specifications (“Custom Goods”), provided that Customer agrees to pay for such Custom Goods an initial deposit of 50% of the purchase price for such Custom Goods. Production will begin on Custom Goods only after verified receipt of the required deposit. All Custom Goods are final sale but will be shipped only after the remaining balance of the purchase price has been paid in full. Custom Goods that are not claimed and paid for in full within three (3) months of notice of completion from JHH to Customer (“Unclaimed Custom Goods”) will be considered abandoned and all funds previously deposited with JHH will be forfeited to JHH. JHH will maintain the right to return any Unclaimed Custom Goods to its general inventory and list the Custom Good for sale to the general public. If Customer has a history of abandoning Custom Goods, any future custom design requests will be required to be paid in full prior to commencing production.

4. INSURANCE/SHIPPING: Customer must maintain insurance (and provide evidence thereof to JHH) on their property while it is in the possession of JHH. In the event of any loss with respect to such property, Customer shall file a claim with its insurance provider. If Customer’s insurance provider refuses to cover such loss, then and only then JHH shall file a claim with its insurance provider, if applicable, and if such a claim is made, Customer shall be responsible to cover any deductible charged to JHH by such insurance provider. Customer must follow any packaging instructions carefully. Failure to follow packaging instructions which causes any loss with respect to Goods being returned by Customer shall result in any refund due to Customer for such return being forfeited. Customer may not re-use any UPS/FedEx Express boxes provided to Customer by JHH.

5. TITLE AND RISK OF LOSS OR DAMAGE: Sales of Goods are F.O.B., point of shipment, and Customer takes title and assumes responsibility for risk of loss or damage at the point of shipment for such sales.

6. QUOTATIONS: All quotations provided by JHH expire thirty (30) days from the date of the quotation unless otherwise noted on the quotation, even if Customer uses a quotation in submitting information or incurring obligations to any other party.

7. ASSIGNMENT: Customer’s rights and responsibilities under these Terms may not be assigned by Customer without the express written consent of JHH, which may be withheld in JHH’s sole discretion.

8. RETURN OF GOODS: Goods shall be deemed accepted by Customer (and cannot thereafter be returned) if Customer fails to object in writing to the Goods within three (3) days after the Goods are received by Customer (the “Objection Period”). Even if proper objection is made during the Objection Period, Customer’s right to return Goods is expressly conditioned on each of the following: (1) Customer returns the Goods in their original packaging, (2) Customer returns the Goods in the identical condition they were in at the point the risk of loss or damage passed to Customer under Section 4 of these Terms, as determined by JHH in its sole discretion, (3) Customer includes the receipt corresponding to the Goods in the return shipment, (4) Customer returns the Goods in a shipment having a tracking number and fully insured at Customer’s expense and at Customer’s risk of loss until JHH confirms in writing that the Goods are in acceptable condition, (5) Customer notifies JHH of its intent to return the Goods in advance and of the reasons for the return, and (6) the Goods were not (i) Custom Goods, (ii) purchased from a Vendor (as such term is defined by below) by JHH on Customer’s behalf, or at Customer’s request, (iii) modified, repaired, or custom designed at Customer’s request, (iv) sold to Customer at a discounted sales price, or (v) purchased pursuant to a Layaway Plan, as provided for in Section 3 (collectively, the “Return Conditions”). If Customer objects within the Objection Period and complies with the Return Conditions, JHH shall accept the return of the Goods and, upon receipt, shall grant Customer, at its option, a voucher to purchase other Goods from JHH in an amount equal to the price stated on the receipt for the returned Goods (the “Voucher”) or a refund of the purchase price of the Goods, exclusive of shipping and handling charges, taxes, duties, and any charges for import and export licenses and certificates. The Voucher is valid for thirty (30) days and may not be transferred to a third party or exchanged for cash. If the Voucher is not fully used within thirty (30) days, the Voucher is forfeited and the Goods are nonrefundable.

9. CANCELLATION: Customer may cancel any purchase of Goods prior to shipment upon payment to JHH of reasonable and proper cancellation charges; provided, however, that any Goods which are Custom Goods or purchased from a Vendor (as such term is defined by below) by JHH on Customer’s behalf, or at Customer’s request are subject to a cancellation fee of 100% of the cost of the Goods if Customer desires to cancel the order.

10. CHANGE IN CUSTOMER’S FINANCIAL CONDITION: JHH reserves the right to cancel any agreement to provide Goods to Customer, without liability to JHH, in the event of: (i) insolvency of Customer; (ii) the filing of

a petition in bankruptcy by or against Customer; (iii) the appointment of a receiver or trustee for Customer; (iv) the execution by Customer of an assignment for benefit of creditors; (v) a past due payment on any previous shipment of Goods to Customer by JHH; or (vi) JHH, in its sole discretion, determines that Customer’s financial condition has adversely changed. JHH reserves the right to cancel Customer’s credit at any time for any reason.

11. CUSTOMER’S PLANS AND SPECIFICATIONS: JHH does not guarantee that the Goods it sells conform to any of Customer’s plans, specifications, or intended use. Customer is solely responsible for verifying JHH’s interpretations of any such plans and specifications, and it is Customer’s sole responsibility to assure that Goods will be acceptable for Customer’s intended use. When JHH offers substitute Goods, Customer is solely responsible for confirming the acceptability of such Goods for such proposal.

12. DELIVERY: All contract dates and timelines begin upon receipt by JHH of a Customer’s order made during the Checkout or upon the delivery of the Invoice and payment in accordance with Section 3 of these Terms. Notwithstanding anything else to the contrary, delivery dates given in advance of actual shipment are approximate, and JHH shall not be liable for any penalty or damages for late delivery. If Goods are held beyond the delivery date for Customer, such Goods shall be stored at Customer’s risk and expense.

13. EXCUSABLE DELAYS: Notwithstanding anything else to the contrary, JHH shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by any manufacturer, vendor, or other third party that provides products to JHH for resale to Customer or other customers (“Vendor”), or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay.

14. WARRANTIES, DISCLAIMERS, AND LIMITATIONS: (a) LIMITED WARRANTY: JHH warrants that all Goods sold shall be free from faults in respect to materials and workmanship for a period of twelve (12) months from the date of the Invoice or Checkout, as applicable. JHH also warrants that the Goods shall, upon payment in full by Customer for the Goods, be free and clear of any security interests or liens. Customer’s exclusive remedy for breach of such warranties with respect to any Goods shall be limited to the repair or replacement (at JHH’s option) of such defective Goods. JHH shall have no responsibility for reimbursing repair or replacement costs incurred by Customer in connection with defective Goods, unless JHH has first given Customer written authorization to incur such charges. This warranty applies only to Goods properly used and maintained and does not apply to any Goods which are misused or neglected or which have been repaired, altered, or modified other than in accordance with instructions or written authorization provided by JHH. This warranty does not apply to any Goods not manufactured, assembled, or repaired by JHH, and Customer’s sole warranty with respect to such Goods shall be that of JHH’s Vendor, if any.
(b) VENDOR’S WARRANTIES: JHH shall assign to Customer any Vendor’s warranties or remedies provided to JHH by such Vendor.
(c) INTELLECTUAL PROPERTY INFRINGEMENT: JHH DISCLAIMS ANY AND ALL WARRANTIES OR INDEMNIFICATIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
(d) LIMITATIONS: OTHER THAN THE LIMITED WARRANTY PROVIDED ABOVE, JHH PROVIDES CUSTOMER WITH NO OTHER WARRANTY WITH RESPECT TO THE GOODS, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. SUCH LIMITATION APPLIES EQUALLY TO ANY STATEMENTS, PICTURES, OR OTHER EXPRESSIONS ON JHH PLATFORMS. JHH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

15. LIMITATIONS OF LIABILITY: UNLESS APPLICABLE LAW OTHERWISE REQUIRES, JHH’S TOTAL LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS, FROM THE USE OF GOODS FURNISHED BY JHH TO CUSTOMER, OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY JHH (BY ANY METHOD, INCLUDING JHH PLATFORMS), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. JHH SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PENAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LABOR COSTS, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM THIRD PARTIES. IF JHH FURNISHES CUSTOMER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT JHH TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.

16. EXPORTS: Export orders are not valid unless confirmed in writing by JHH. Customer, and not JHH, is responsible for compliance with all export control rules and regulations. Customer shall not name JHH as shipper or exporter of record in connection with the export of any Goods purchased from JHH.

17. PAYMENT RESTRICTIONS: Except for pre-approved credit arrangements, JHH will not accept third-party payments, cashiers’ checks, money orders or bank drafts. JHH accepts payment only by credit or debit cards in Customer’s name or by other contemporaneous transfer methods provided through JHH Platforms. Unless other arrangements are agreed to in writing by an authorized officer of JHH, payment must be made in full during the Checkout process or prior to procurement of Goods on the Customer’s behalf, any work being done with respect to the Goods or delivery of the Goods being made.

18. GOVERNING LAW: These Terms and all disputes related to it shall be governed by the laws of the State of Tennessee United States of America, without giving effect to its conflict of law rules.

19. JURISDICTION AND VENUE: Customer hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Tennessee and to the jurisdiction of the United States District Court for the E.D. of Tennessee, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon these Terms or in any way related to, arising out of or involving sale of Goods hereunder. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under these Terms shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the E.D. of Tennessee.

20. WAIVER OF JURY TRIAL: CUSTOMER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATED DIRECTLY OR INDIRECTLY TO (A) THESE TERMS OR ANY INVOICE OR CHECKOUT, (B) THE TRANSACTIONS CONTEMPLATED HEREBY, OR (C) ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THE WAIVER MADE HEREUNDER IS MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY FOR SUBSTANTIAL CONSIDERATION.

21. GENERAL: Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not contained herein, shall not be binding on JHH. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of these Terms and the enforceability or validity of the remaining provisions of these Terms shall not be affected thereby. To the extent not contrary to applicable law, Customer waives any and all requirements or rights with regard to notice, demand, and presentment.

22. NOTICES: All notices, requests, payments, instructions, objections, or other documents to be given hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if (i) delivered personally (effective upon delivery), (ii) sent by a reputable, established courier service that guarantees next business day delivery (effective the next business day), or (iii) sent by facsimile or electronic mail (effective upon receipt in complete, readable form). Notices to Customer shall be addressed to the address provided during the Checkout or on the Invoice, and notices to JHH shall be addressed to: suz@householbrook.com (or as may be otherwise indicated, from time to time, to Customer by JHH).