Jewelry Purchase Contract

JEWELRY PURCHASE CONTRACT

This Jewelry Purchase Contract (the "Agreement") is made as of by and between Seller: , whose principal place of business or residence is , and Buyer: , whose principal place of business or residence is .

RECITALS

WHEREAS, Seller is the lawful owner of certain jewelry items and related documentation described herein and represents that Seller has full power and authority to sell such items; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the jewelry described in Section 2 below upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the sale be a final transfer of title subject to the representations, warranties, and remedies contained in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Goods" means the jewelry items more particularly described in Section 2; "Purchase Price" means the aggregate consideration for the Goods as set forth in Section 3; "Certificate" means any certificate of authenticity, appraisal, or gemological report delivered with the Goods.

2. DESCRIPTION OF GOODS

Seller agrees to sell, and Buyer agrees to purchase, the following jewelry items (each an "Item" and collectively the "Goods"). The parties may attach additional sheets if more space is required.

3. PURCHASE PRICE AND PAYMENT

The Purchase Price for the Goods is the sum of the total prices stated above plus applicable taxes, fees, and charges, for an aggregate amount of (the "Purchase Price").

Buyer shall pay a deposit of due on or before . The balance of the Purchase Price, being , is due upon delivery or at such other time as the parties agree in writing.

Accepted forms of payment (check all that apply): Cash Wire Transfer Check Credit/Debit Card

4. DELIVERY; TRANSFER OF TITLE; RISK OF LOSS

Seller shall deliver the Goods to Buyer at by . Title to and risk of loss for the Goods shall pass to Buyer upon Seller's delivery and Buyer's receipt of the Goods, except as modified below.

If Goods are shipped, Seller shall use commercially reasonable packaging and shall obtain insurance covering transit for the full Purchase Price. Buyer shall be named loss payee on any transit insurance where practical.

5. INSPECTION; ACCEPTANCE

Buyer shall have days following delivery to inspect the Goods for conformity with the descriptions, Certificate, and representations made by Seller. If Buyer provides written notice of rejection within the inspection period specifying the nonconformity, Seller shall, at Seller's option, repair, replace, or repurchase the nonconforming Goods. Failure to provide timely written notice shall constitute acceptance.

6. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that, as of the date of delivery: (a) Seller is the sole legal and beneficial owner of the Goods free and clear of any liens, encumbrances, or adverse claims; (b) the Goods conform materially to the descriptions set forth in Section 2 and to any Certificate delivered; (c) Seller has full authority to sell the Goods; and (d) the Goods are not stolen property and their sale does not violate any applicable law.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE GOODS.

Buyer represents that Buyer has the financial capacity to pay the Purchase Price in accordance with this Agreement and will comply with all applicable laws relating to the ownership and transfer of the Goods.

7. TAXES, DUTIES AND FEES

Sales taxes, use taxes, duties, import/export charges, and similar governmental fees arising from the sale, transfer, or possession of the Goods shall be the responsibility of unless otherwise required by law. Each party shall provide reasonable cooperation in determining and paying such amounts.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Seller shall indemnify and hold harmless Buyer from and against any loss, liability, cost, or expense (including reasonable attorneys' fees) arising from Seller's breach of its representations, warranties, or covenants under this Agreement, including claims that the Goods are stolen or subject to an encumbrance at the time of sale.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED GOODS.

9. NOTICES

All notices, demands, or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, return receipt requested, or nationally recognized courier service, and shall be effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any term or condition shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: without regard to conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, including all attachments and documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent permitted by law.

14. MISCELLANEOUS

The parties agree to execute and deliver such further documents and to do such further acts and things as may be reasonably necessary to carry out the intent of this Agreement. Headings are for convenience only and shall not affect interpretation.

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