Conditions of Use

Each individual/entity executing this memorandum/invoice and/or accepting delivery of and/or receiving any of the goods listed herein (“you”), by such acts and conduct, and regardless of whether delivery to you and/or receipt by you of goods occurs directly or through any other individual or entity, consents to and expressly agrees to be bound by all terms of this memorandum/invoice agreement, and agree that: (1) You are a merchant dealing in goods of a kind which are the subjects of this memorandum/invoice and deal with consignment arrangements in the daily and ordinary course of business; (2) Until the goods are returned and actually received by Jewels By Nicole, you are fully responsible for said goods, and, in the event of damage or loss, whether caused by you or others, you agree to be fully responsible for the value of the goods stated herein. You represent and warrant that you carry sufficient “all risk insurance” to cover the goods which are the subject of this memorandum/invoice; (3) You agree that you will inform your creditors that you are not the owner of the goods and hold it by this memorandum only; (4) You acquire no right or authority to pledge, hypothecate, or otherwise dispose of the goods regardless of prior transactions; (5) You agree that if you fail to return the goods as required, hereunder or demand by  Jewels By Nicole that such action shall be considered conversion; (6) In the event you would like to sell the goods stated herein, you must first obtain Jewels By Nicole written consent; (7) The sale of this goods can only be effected and title will only pass if, as and when Jewels By Nicole agrees to such sale and receives the actual payment. You shall immediately pay Jewels By Nicole for the value of said goods upon Jewels By Nicole consent for you to sell the goods; (8) Return privileges will only apply to in-stock goods only. There will be no returns on special order goods. You agree to pay a restocking charge on all return goods which is not returned according to the above terms and conditions of this memorandum/invoice. The restocking charge will be assessed up to a maximum rate of forty percent of the original price; (9) You shall be considered to be in default of this memorandum if you fail to comply with Jewels By Nicole demands; (10) In the event Jewels By Nicole retains an attorney to enforce Jewels By Nicole rights under the terms of this memorandum/invoice, including but not limited to seeking the return of the goods and/or collection of their value, you agree to pay Jewels By Nicole reasonable attorney’s fees and court costs plus additional interest; (11) You agree and hereby grant to Jewels By Nicole security interest in all of your accounts receivable and business inventory to secure the full stated value of all goods received from Jewels By Nicole here under until such goods is returned to National or paid for in full, and further agree that Jewels By Nicole may record a UCC-1 statement with any appropriate governmental agency to memorialize said security agreement; (12) You agree that any dispute arising out of this memorandum should be governed by the laws of the State of California, and in the event that a lawsuit is filed, such lawsuit be filed in Los Angeles County Superior Court, Central District; (13) the signature upon this memorandum of any individual constitutes his/her personal guaranty of all obligations of each of you for return of the goods/or payment for the value of such goods, whether you are an entity of any kind or another individual, and irrespective of the existence or non-existence of any agency or employment relationship between such signing individual you; (14) you agree and expressly warrant to Jewels By Nicole that any individual signing this memorandum and/or taking physical delivery of goods from Jewels By Nicole under this memorandum is acting your authorized representative and is duly authorizes by you to accept such goods and to contractually bind you to this memorandum agreement on your behalf; and that such individual, by taking delivery of such goods and/or signing this memorandum, shall contractually bind you to all term and provisions of this memorandum agreement.