1. Acceptance of Terms

By placing a purchase order ("Order") with Best Designers Inc. ("Company", "we", "us", or "our"), the customer ("Client", "you", or "your") acknowledges that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Best Designers Inc.

If you do not agree to these Terms, you must not place an Order with us. The Company reserves the right to modify these Terms at any time. Continued placement of Orders following the posting of revised Terms constitutes acceptance of the revised Terms.

2. Definitions

"Client" or "Customer" – Any individual, company, or entity that places a purchase order with Best Designers Inc.

"Order" – A written purchase order submitted by the Client to the Company, subject to acceptance by the Company.

"Products" – Eyewear, sunglasses, optical frames, lenses, accessories, and any other merchandise offered for sale by the Company.

"Agreement" – The binding contract formed by these Terms of Service together with the accepted Order and any applicable addenda.

"Delivery Date" – The date on which the Products are delivered or made available to the Client, as specified in the Order confirmation.

"Business Days" – Monday through Friday, excluding federal holidays observed in the State of Florida.

3. Purchase Orders

3.1 Order Submission

All Orders must be submitted in writing using the Company's approved Order Form. Each Order shall include at a minimum: product description, SKU reference, quantity, agreed unit price, requested delivery date, and shipping instructions.

3.2 Order Confirmation

An Order is not binding until confirmed in writing by the Company. The Company will issue an Order Confirmation within five (5) Business Days of receipt. In the event of discrepancies between the Order and the Confirmation, the Confirmation shall govern.

3.3 Modifications and Cancellations

Modifications to confirmed Orders must be submitted in writing and are subject to the Company's acceptance. Cancellation of confirmed Orders may be subject to a cancellation fee of up to fifteen percent (15%) of the Order value to cover procurement and handling costs already incurred.

3.4 Minimum Order Quantity

The Company may establish minimum order quantities per product or per Order. Such minimums will be communicated in the Company's price lists and product catalogs.

4. Prices and Commercial Terms

4.1 Pricing

All prices are quoted in United States Dollars (USD) unless otherwise agreed in writing. Prices are based on the Company's current price list effective as of the Order date. The Company reserves the right to adjust prices with thirty (30) days' prior written notice.

4.2 Discounts

Discounts are granted at the sole discretion of the Company and are subject to the terms and conditions set forth in the Company's Discount and Commission Table applicable to the Client's account. Discounts are not cumulative unless expressly authorized in writing.

4.3 Taxes

Prices do not include any applicable sales, use, value-added, or other governmental taxes, duties, or fees. The Client is responsible for the payment of all such taxes unless the Client provides the Company with a valid tax exemption certificate.

4.4 Currency

Payments must be made in the currency specified on the invoice. Any bank transfer fees or currency conversion charges are the responsibility of the Client.

5. Payment Terms

5.1 Payment Methods

The Company accepts the following forms of payment:

• Wire transfer / ACH to the Company's designated bank account
• Certified or cashier's check
• Credit card (subject to a processing surcharge of up to 3%)
• Other methods as expressly agreed in writing

5.2 Payment Schedule

Unless otherwise agreed in writing, payment is due in full within thirty (30) days from the date of invoice.

For new Clients or orders exceeding established credit limits, the Company may require advance payment or a letter of credit.

5.3 Late Payments

Overdue balances will accrue interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. The Company reserves the right to suspend future deliveries and/or terminate the Agreement in the event of payment default exceeding fifteen (15) days.

5.4 Right of Set-Off

The Company may set off any amounts owed by the Client against any amounts owed by the Company to the Client, without prior notice.

6. Shipping and Delivery

6.1 Shipping Terms

Unless otherwise specified, Products are shipped FOB Origin (Doral, FL 33172). Risk of loss and title transfer to the Client upon delivery of the Products to the carrier at the Company's premises.

6.2 Delivery Times

Delivery dates provided in Order confirmations are estimates only and are not guaranteed. The Company will use commercially reasonable efforts to meet estimated delivery dates. The Company shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemics, government actions, labor disputes, or supply chain disruptions.

6.3 Inspection

The Client must inspect all Products within five (5) Business Days of receipt and notify the Company in writing of any visible damage, defects, or discrepancies within the same period. Failure to provide timely notice shall constitute acceptance of the Products in conformity with the Order.

6.4 Partial Shipments

The Company reserves the right to make partial shipments. Each shipment shall be invoiced separately, and payment for each shipment shall be due independently.

7. Returns and Exchanges

7.1 Return Policy

Returns are accepted only with prior written authorization from the Company. A Return Material Authorization (RMA) number must be obtained before returning any Product. Unauthorized returns will not be accepted.

7.2 Return Conditions

Products may be returned under the following conditions:

• Products are defective or were shipped incorrectly by the Company
• Products are returned within fifteen (15) Business Days of delivery
• Products are in original, undamaged packaging and in resaleable condition
• Products have not been worn, altered, or modified in any way
• A valid RMA number is clearly marked on the return shipment

7.3 Non-Returnable Items

The following items are non-returnable:

• Custom or made-to-order Products
• Products marked as "Final Sale" or "Non-Returnable"
• Products without original packaging or tags
• Products returned after the specified return period

7.4 Refunds and Credits

Upon receipt and inspection of returned Products, the Company will issue a credit memo or refund at its discretion. Credits may be applied toward future Orders. Original shipping charges are non-refundable unless the return is due to a Company error.

8. Warranties

8.1 Product Warranty

The Company warrants that all Products shall be free from material defects in workmanship and materials for a period of twelve (12) months from the date of delivery to the Client. This warranty covers manufacturing defects only and does not extend to damage resulting from misuse, neglect, unauthorized modifications, or normal wear and tear.

8.2 Warranty Claims

To make a warranty claim, the Client must notify the Company in writing within thirty (30) days of discovering the defect, providing: (a) the Order number, (b) product SKU, (c) description of the defect, and (d) photographic evidence. The Company may request the return of the defective Product for inspection.

8.3 Remedies

At the Company's discretion, the sole remedy for warranted defective Products shall be repair, replacement, or credit for the defective Product. The Company shall not be liable for any consequential, incidental, or special damages.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Intellectual Property

All trademarks, trade names, logos, product designs, and other intellectual property associated with the Products are the exclusive property of their respective owners. The Company is an authorized distributor and grants the Client a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purpose of reselling the Products.

The Client shall not:

• Alter, remove, or obscure any trademarks or labels on the Products.
• Use the Company's or its suppliers' trademarks in any manner not expressly authorized.
• Register or attempt to register any trademark or trade name that is identical or confusingly similar to those of the Company or its suppliers.

10. Confidentiality and Privacy

10.1 Confidential Information

Each party agrees to maintain in confidence all non-public information received from the other party in connection with the business relationship, including but not limited to pricing, product roadmaps, customer lists, and business strategies ("Confidential Information"). Confidential Information shall not be disclosed to third parties without the disclosing party's prior written consent.

10.2 Data Protection

The Company will handle personal data of the Client's representatives in accordance with applicable data protection laws. The Company will not sell or share personal data with third parties for marketing purposes without consent.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY ORDER OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, epidemics, government sanctions, embargoes, labor strikes, power failures, internet disruptions, or supply chain interruptions. The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the effects of the force majeure event.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

13.2 Jurisdiction

Any dispute arising out of or relating to these Terms or any Order shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida. Each party irrevocably submits to the personal jurisdiction of such courts.

13.3 Mediation

Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith mediation. If the parties are unable to resolve the dispute through mediation within thirty (30) days, either party may pursue its remedies in court.

14. Modifications to Terms

The Company reserves the right to modify these Terms at any time. Changes will become effective thirty (30) days after written notice is provided to the Client or upon the Client's next Order, whichever occurs first. The most current version of these Terms will be available upon request.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the accepted Order and any applicable addenda, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, representations, and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

15.4 Assignment

The Client may not assign or transfer any Order or rights under these Terms without the Company's prior written consent. The Company may assign its rights and obligations to any affiliate or successor.

15.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when personally delivered, or three (3) Business Days after being sent by certified mail, return receipt requested, to the addresses set forth herein or as updated in writing.

16. Contact Information