For purposes of these Terms, the following capitalized terms have the meanings set forth below.

1. "Site" means prijems.com and any subdomain, application, or interface operated by Seller.
2. "Goods" means any diamond, colored gemstone, melee parcel, or other article of merchandise offered, sold, or delivered by Seller, including Custom Goods.
3. "Order" means a request submitted by Buyer to purchase Goods, whether through the Site, by electronic mail, or by any other means.
4. "Trade Account" means an account approved by Seller in its sole discretion entitling Buyer to trade pricing, Memorandum privileges, or both.
5. "Memorandum" or "Memo" means the delivery of Goods to Buyer on consignment for inspection and presentation, and not for sale, in accordance with clause 13.
6. "Memo Period" means the period defined in clause 13(b).
7. "Custom Goods" means Goods sourced, cut, re-cut, matched, or otherwise produced or procured to Buyer's specification.
8. "Certificate" means a grading or identification report issued in respect of Goods by the Gemological Institute of America, the International Gemological Institute, or such other laboratory as Seller identifies on the applicable product page.
9. "Business Day" means any day other than a Saturday, Sunday, or federal holiday in the United States.

1. Seller may amend these Terms at any time by posting the amended Terms to the Site. The effective date identifies the operative version.
2. Amendments apply prospectively to Orders submitted and Memoranda issued after the effective date of the amendment, and do not alter the terms governing any transaction already concluded.
3. Buyer's continued use of the Site following posting constitutes acceptance of the amended Terms.

1. Buyer represents that Buyer has attained the age of majority in Buyer's jurisdiction of residence and possesses the legal capacity to enter into this agreement.
2. Buyer shall provide complete and accurate registration, billing, and shipping information, and shall promptly update the same.
3. Buyer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account.
4. Seller sells to the trade and to individual buyers. Jewelers, designers, brands, and resellers are eligible to apply for a Trade Account, and no provision of these Terms shall be construed to restrict Seller's sale of Goods to buyers acquiring Goods for resale.
5. Trade pricing and Memorandum privileges are extended only to approved Trade Accounts and are granted, modified, suspended, and revoked in Seller's sole discretion following verification of business credentials.
6. Approval of a Trade Account creates no exclusive territory, distributorship, franchise, joint venture, agency, or partnership, and imposes no obligation upon Seller to supply any particular Goods.

1. Diamonds sold by Seller are natural unless the product page and invoice expressly identify them as laboratory-grown. Seller screens diamonds for natural origin by instrument prior to shipment.
2. Seller discloses treatments known to Seller, including heat treatment, irradiation, fracture filling, laser drilling, and clarity enhancement, on the product page or invoice in accordance with the Federal Trade Commission Guides for the Jewelry, Precious Metals, and Pewter Industries. Black diamonds are color treated unless the product page identifies them as natural color. Emeralds are commonly clarity enhanced, and sapphires and rubies are commonly heat treated, unless the product page states that a stone is untreated.
3. Colored gemstones are identified by species on the product page. Where the product page states a geographic origin for any Goods, that statement rests on a laboratory report, including a GIA Diamond Origin Report where one is identified, or on Seller's supply records. Seller's natural diamonds are sourced in compliance with applicable United States law and the Kimberley Process Certification Scheme, and Seller's invoices for natural diamonds carry the World Diamond Council System of Warranties statement.
4. Where a Certificate has been issued, the Certificate and its report number are identified on the product page, and the Certificate is the authoritative statement of grading. Many Goods, including many Salt & Pepper and rose cut diamonds, are not laboratory graded, and their weights and measurements are Seller's own, stated in good faith. Seller's narrative descriptions of cut, character, inclusion pattern, and optical behavior are made in good faith, are qualitative, and do not constitute grading opinions or warranties of grade.
5. Goods described by an antique cutting style, including Old Mine and Old European cuts, are newly cut unless the product page identifies them as vintage or antique. Vintage and antique Goods may show wear, abrasion, chips, or re-polishing consistent with their age.
6. Salt & Pepper and other included diamonds, rose cuts, and antique cuts may carry surface-reaching inclusions, thin girdles, or shallow profiles that increase their vulnerability during setting, sizing, cleaning, and wear. Buyer should give its setter or jeweler all Certificate and treatment information before work begins.
7. Photographic and video representations of Goods are illustrative. Color rendition, tone, and inclusion contrast vary by display device and viewing condition, and such representations do not constitute a warranty of appearance. Buyer may request additional images, measurements, or delivery on Memorandum prior to purchase.

1. Substantially all inventory is unique. Goods displayed on the Site may be sold, placed on Memorandum, or committed to another buyer prior to Seller's acceptance of an Order.
2. In the event Goods become unavailable following submission of an Order, Seller shall notify Buyer and shall refund any sums paid in full. Such refund constitutes Buyer's sole and exclusive remedy in respect of unavailability.

1. Prices are stated in the currency displayed and are subject to change without notice prior to Seller's acceptance of an Order.
2. Listings may contain typographical or data errors relating to price, weight, dimension, description, certification, or availability. Seller reserves the right to correct any such error and to cancel or amend any affected Order, including following submission, and shall refund any sums paid in respect of a cancelled Order.
3. Buyer is responsible for all duties, import taxes, customs charges, brokerage fees, and similar imposts arising in respect of international shipments.

1. An Order constitutes an offer by Buyer to purchase Goods upon these Terms. Acknowledgment of receipt by the Site does not constitute acceptance.
2. A binding contract is formed only upon Seller's acceptance, evidenced by shipment of the Goods or by Seller's written confirmation of acceptance, whichever occurs first.
3. Seller may decline any Order in whole or in part, including on grounds of fraud screening, payment failure, sanctions or export screening, or unavailability of the Goods.
4. Any terms proposed by Buyer, whether contained in a purchase order, acknowledgment, or other document, that add to, vary from, or conflict with these Terms are hereby rejected and shall not form part of the contract unless expressly accepted by Seller in writing.

1. Payment is due in full in cleared funds prior to shipment unless Seller has extended written credit terms.
2. Where credit terms have been extended, invoices are payable in accordance with their stated terms, and overdue amounts shall bear a service charge at the rate stated on the invoice, or at the maximum rate permitted by California law if lower.
3. Buyer shall pay all costs of collection, including reasonable attorneys' fees, incurred by Seller in recovering sums due.
4. Buyer shall have no right of set-off, deduction, or withholding against sums due to Seller.

1. Orders are generally dispatched within one Business Day of acceptance and receipt of cleared funds. Shipments go by overnight courier unless Buyer requests otherwise, are insured to full value, and require signature upon delivery. Local collection in Los Angeles may be arranged at checkout or by written request.
2. Dispatch and delivery dates are estimates and are not of the essence.
3. Goods are insured by Seller while in transit to Buyer. Risk of loss passes to Buyer upon delivery, or upon the first attempted delivery if signature is refused or collection is not effected.
4. Title to Goods passes to Buyer only upon Seller's receipt of payment in full in cleared funds. Until such time, Seller retains title and all rights incident thereto.

1. Buyer shall inspect Goods promptly upon receipt.
2. Any loss, shortage, or damage in transit must be notified to Seller in writing within forty-eight hours of receipt, so that Seller can make a timely claim against the carrier or insurer. Failure to notify within that period constitutes acceptance of the Goods as delivered complete and undamaged, save in respect of damage not reasonably discoverable upon inspection. This notice period does not shorten the return window in clause 11.
3. Seller is not responsible for damage to Goods occurring after delivery, including damage caused by setting, mounting, sizing, wear, impact, heat, chemicals, cleaning, repair, or alteration, except where caused by Seller.

1. Subject to this clause 11, Seller offers a seven-day return window running from the date of receipt, with a full refund of the price paid for the Goods. Shipping, insurance, duties, and any laboratory or appraisal charges are not refunded.
2. Goods must be returned in original condition, unmounted, unset, and free of any modification or alteration whatsoever. Goods that have been set, mounted, re-cut, re-polished, laser-inscribed, or otherwise worked upon are not eligible for return.
3. Buyer must obtain a Return Authorization from Seller in writing prior to dispatch. Goods returned without a Return Authorization will not be processed and may be refused.
4. Buyer bears the cost of return carriage and insurance and shall insure returned Goods to full value. Seller may, at Buyer's request, supply an insured carrier label and deduct the cost from any refund due or add it to Buyer's invoice.
5. Risk of loss in respect of returned Goods remains with Buyer until Seller takes physical receipt.
6. Refunds are issued on the same Business Day upon which Seller receives a conforming return. Most refunds post to Buyer's account within about five Business Days, though Buyer's card issuer or bank may take longer.
7. Goods identified as Final Sale on the product page or invoice, and Custom Goods and special orders once sourcing, cutting, or production has commenced, are not cancellable, returnable, or refundable.
8. Notwithstanding clause 11(g), where Buyer is a consumer resident in the United Kingdom or the European Economic Area, Buyer may also cancel a distance purchase within fourteen days of receipt under applicable consumer law. That right does not extend to Custom Goods made to Buyer's specification.

1. Custom Goods are sourced or produced against an agreed written specification and an agreed deposit.
2. Buyer acknowledges that natural rough behaves unpredictably in cutting and that sourcing depends on what the market offers, so final weight, dimensions, color, clarity, and timing may differ from any estimate provided. Estimates are not warranties.
3. Where Seller determines that the outcome will fall materially outside the agreed specification, Seller shall notify Buyer before proceeding. Buyer may thereupon cancel, in which event Seller shall refund the deposit less any sums already committed to material and labor.

Memorandum is available to approved Trade Accounts only. Goods delivered on Memorandum are delivered for inspection and presentation only and are not delivered for sale, transfer, or encumbrance.

1. Goods delivered on Memorandum remain the sole and exclusive property of Seller. No title, interest, or right of disposition passes to Buyer at any time. No sale is effected and no obligation to purchase arises unless and until Seller issues an invoice and Buyer pays it in full.
2. The Memo Period is seven days from the date of receipt unless a different period is stated on the memorandum document. Extensions may be granted upon written request received before expiry of the Memo Period.
3. Memorandum requests received before 4:00 PM Pacific Time are dispatched the same Business Day, by priority overnight service by default. Buyer must specify any alternative service in writing at the time of request.
4. Buyer shall return Memorandum Goods in original condition, unset, unaltered, and complete, together with all Certificates, packaging, seals, and inscriptions intact.
5. Risk of loss or damage in respect of Memorandum Goods passes to Buyer upon delivery and remains with Buyer until Seller takes physical receipt of the return. Buyer shall at its own expense insure Memorandum Goods to full replacement value against all risks while in Buyer's possession, custody, or control and while in transit to Seller, and shall furnish evidence of such insurance upon request.
6. Buyer shall not set, mount, alter, re-cut, re-polish, pledge, hypothecate, consign onward, lend, lease, grant any security interest in, or permit any lien to attach to Memorandum Goods.
7. Seller may demand return of Memorandum Goods at any time upon notice, and Buyer shall return them within two Business Days of such demand.
8. Buyer acknowledges that delivery on Memorandum constitutes a consignment. Buyer hereby authorizes Seller to file such financing statements and amendments under Article 9 of the Uniform Commercial Code, in any jurisdiction Seller deems appropriate, as Seller considers necessary to perfect its interest in Memorandum Goods and their proceeds, and Buyer shall execute such further documents as Seller may reasonably request for that purpose.
9. Memorandum Goods neither returned nor paid for upon expiry of the Memo Period may be invoiced by Seller at the price stated on the memorandum document, and such invoice shall be immediately due and payable and shall bear service charges in accordance with clause 8(b).
10. Buyer shall hold Memorandum Goods separate from its own inventory so far as reasonably practicable and shall maintain records identifying them as the property of Seller.

1. Buyer shall comply with all applicable export control, sanctions, customs, and anti-money laundering laws, including the regulations administered by the Office of Foreign Assets Control.
2. Buyer represents that it is not a person or entity with whom transactions are prohibited under such laws and that it is not acting on behalf of any such person or entity.
3. Seller may require documentation of identity, beneficial ownership, or source of funds and may decline or unwind any transaction pending receipt of the same.
4. Seller does not knowingly purchase, import, offer, or sell diamonds whose import into the United States is prohibited, including diamonds of Russian Federation origin subject to United States sanctions.

1. The PRIJEMS name and marks, and all photography, video, text, and other content appearing on the Site, are the property of Seller or its licensors and are protected by applicable intellectual property law.
2. Except as provided in clause 15(c), Buyer shall not reproduce, distribute, modify, or create derivative works from such content without Seller's prior written consent.
3. Seller grants each approved Trade Account a limited, non-exclusive, non-transferable, revocable license to use Seller's product photography solely to offer for resale the specific Goods purchased from Seller, with attribution to Seller, and for no other purpose.
4. Any submission, suggestion, or feedback provided by Buyer to Seller is provided on a non-confidential basis, and Seller may use it without restriction or compensation.

Buyer shall not use the Site for any unlawful purpose; to infringe any intellectual property or proprietary right; to transmit malicious code; to submit false or misleading information; to harass or discriminate against any person; to collect or track the personal information of others; to scrape, crawl, spider, or index inventory data by automated means; or to interfere with or circumvent the security features of the Site. Seller may terminate access for breach of this clause without notice.

Certain functionality is furnished by third parties, including the stone search facility, the 360-degree viewing facility, and payment and shipping providers. Such functionality is made available on an as-is basis without warranty of any kind, and Seller assumes no liability arising from its availability, accuracy, or operation. Links to third-party sites do not constitute endorsement, and Seller is not responsible for their content or practices.

Buyer shall indemnify, defend, and hold harmless Seller and its directors, officers, shareholders, employees, agents, and suppliers from and against any claim, demand, loss, liability, damage, cost, or expense, including reasonable attorneys' fees, arising out of or relating to Buyer's breach of these Terms, Buyer's handling, presentation, or disposition of Memorandum Goods, or Buyer's violation of any applicable law or third-party right.

Seller shall not be liable for any delay in or failure of performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil disturbance, labor action, carrier failure, customs or governmental action, restriction upon the movement of goods, and failure of power, telecommunications, or network infrastructure.

1. These Terms and any dispute arising out of or relating to them or to any Order or Memorandum shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. The parties submit to the exclusive jurisdiction of the state and federal courts situated in Los Angeles County, California, and waive any objection to venue or forum non conveniens.
3. Any action arising out of or relating to these Terms must be commenced within one year after the cause of action accrues, save where a shorter or longer period is mandated by applicable law.
4. In any action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Notices to Seller shall be given in writing to PRIJEMS Inc, 550 South Hill Street, Suite 891, Los Angeles, California 90013, with a copy by electronic mail to sales@prijems.com. Notices to Buyer may be given to the electronic mail address or postal address held on Buyer's account. Notice is deemed given upon delivery, or upon transmission in the case of electronic mail sent on a Business Day.

Buyer shall not assign, delegate, or otherwise transfer these Terms or any right or obligation arising under them, whether by operation of law or otherwise, without Seller's prior written consent. Seller may assign these Terms without restriction. Any purported assignment in breach of this clause is void.

1. Where Buyer is a consumer, nothing in these Terms excludes or limits any right or remedy that applicable consumer protection law does not permit to be excluded or limited.
2. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
3. No failure or delay by Seller in exercising any right constitutes a waiver of that right, and no waiver of any breach constitutes a waiver of any subsequent breach.
4. Clauses 8, 9(d), 11(e), 13, 14, 15, 18, 19, 20, 22, and this clause 25 survive termination or expiry of these Terms.
5. These Terms, together with the Privacy Policy, each applicable invoice, and each memorandum document, constitute the entire agreement between the parties and supersede all prior agreements, communications, and understandings, whether oral or written. In the event of conflict, the memorandum document governs in respect of the Goods it describes, then these Terms, then the invoice.
6. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
7. These Terms confer no rights upon any person who is not a party to them.
8. Headings are for convenience only and do not affect construction.
9. These Terms are drafted in English. Any translation is provided for convenience and the English text governs.

Questions concerning these Terms should be addressed to sales@prijems.com, or by post to PRIJEMS Inc, 550 South Hill Street, Suite 891, Los Angeles, California 90013, United States.