Sagar Star, Corp. (“SSC”) Terms & Conditions of Memorandum and Sale (hereinafter “Terms”) is a legally binding part of SSC’s Memorandum(s) and Sale(s) to the undersigned and consignee (hereinafter referred to collectively as “Customer”) of SSC’s merchandise, as more fully described in certain invoice(s) or memorandum(s) (“Merchandise”). These Terms shall apply to the consignment, purchase, and delivery of any of SSC’s Merchandise, and may be amended from time to time. By accepting delivery by any method whatsoever, including via shipment, of SSC’s Merchandise identified in invoices, memorandums or other documentation (described herein individually as “invoice” and collectively as “invoices”), Customer expressly agrees to be bound by and accepts these Terms.
DIAMOND AND/OR JEWELRY CONFIGURATION Merchandise may not be altered, mounted, un-mounted or converted in any way by Customer or by or through any third party without the express written consent of SSC. All returned merchandise must be in its original state, form, configuration, and condition. Customer is liable for any damage to merchandise in the amount put forth in the corresponding Memo and/or Invoice.
SHIPMENT & DELIVERY Customer hereby authorizes delivery to their messenger and/or employee, or to a third party with authorization written or orally given. Authority is also granted to deliver Merchandise via a courier service directly to any of Customer’s locations and a digital and/or actual signature provided by the courier will be considered valid. The risk of loss or damage during shipment passes from SSC to Customer upon delivery to the carrier at the F.O.B. point. Customer shall be responsible for all loss and damage to Merchandise while in Customer’s possession. If Customer returns any Merchandise to SSC, Customer shall be liable for all loss and damage to the Merchandise until it is received and accepted by SSC and confirmed to be in its original state as described above. If a return is authorized by SSC and the returned Merchandise is received by SSC over thirty (30) days from the Invoice date, the return will be subject to a twenty percent (20%) restocking fee. Within 24 hours after Customer’s receipt of Merchandise, Customer shall give written notice to SSC of any claim based upon the condition, quality, or grade of such Merchandise, of any claimed nonconformance, or any Merchandise identified on the packing slip accompanying the Merchandise that were not received by Customer. Failure to notify SSC within 24 hours of receipt shall be deemed that the Merchandise are conforming and received in good condition. Date of delivery shall only be taken as an indication and subject to the availability of raw materials, conditions of shipping and transport, and is not guaranteed, unless specifically agreed by all parties - time is not of the essence. SSC’s obligation of delivery shall be sub¬ject to SSC’s receipt of correct and timely deliveries from SSC’s suppliers. Customer is obligated to accept partial deliveries. Variations in size, weight and quality are permissible in accordance with the respective industry norms or, where such products are not covered by industry norms, in accordance with SSC’s customary practices. Where goods are supplied for export, the Customer is responsible for complying with any import regulations applying in the country of destination and for paying any import duties. Terms of de-livery shall only commence upon the Confirmation of Order’s receipt and any necessary domestic or foreign certificates have been acquired and/or pro¬duced by Customer
MEMORANDUM CONDITIONS The Merchandise described & valued as per SSC’s Memorandums (“Memo”) are delivered for examination and inspection only and are the sole property of SSC. Merchandise is subject to SSC’s order and shall be returned to SSC on demand. Such Merchandise, until returned, received with proof of receipt, and accepted by SSC are at Customer’s risk from all hazards. Acceptance of returned Merchandise is only made once the Merchandise has been checked and confirmed by SSC employees and deemed to be in its original state, without damage or alterations. No right or power is given to Customer to sell, pledge, hypothecate or otherwise dispose of Merchandise regardless of prior transactions. A sale of Merchandise can only be effected as and when SSC shall agree to such a sale and a bill of sale rendered therefore. All Merchandise under such bill(s) of sale or invoices remain the sole property of SSC and remain under Memorandum status until full payment has been received, accepted, cleared, and credited to SSC’s account. A subsequent sale of any specific part of the merchandise shall not affect the terms hereof with respect to the balance hereof. All Diamonds on memorandum and/or invoiced are to be returned to SSC upon request unless already paid for, in which case proof of payment is required within 24 hours. Failure to provide proof of payment within 24 hours of demand shall be considered admittance of liability and all diamonds are to be returned within 24 hours of demand to SSC. Acceptance of memo and/or invoices, be it in a shipment, personal delivery, email, fax, or any other method shall be legally binding. Until the Merchandise return is actually received and accepted by SSC with proof of receipt, Customer shall remain responsible both personally and in Customer’s representative capacity for the Merchandise, and, in the event of damage or loss or any other hazard, regardless of cause (whether caused by Customer or by another, whether or not under Customer’s control), Customer will indemnify SSC immediately by payment of the stated value which represents the extent of actual loss (and is not intended to constitute a price for the sale of the merchandise), plus legal fees of twenty-five percent (25%) of the memorandum value, plus costs, disbursements, finance charges and interest (at the maximum legal rate), and any collection agency costs, if SSC is forced to turn this matter over to an attorney or collection agency for enforcement of SSC’s rights. Payment is deemed received upon its being accepted, cleared, and unconditionally credited to SSC’s account. For all amounts outstanding thirty (30) days the same will be subject to an interest charge of 2% per month and a $40 monthly administrative fee. In case suit is instituted to collect this Merchandise or any portion thereof, Customer promises to pay such additional sum as the court may adjudge reasonable as attorney’s fees in said suit. Any dispute, controversy, or claim between the Customer and SSC or Bharat Gandhi or Priti Gandhi, arising out of or relating to Memos & Invoices and/or the Merchandise described therein, shall be exclusively determined by arbitration administered by the Diamond Dealers Club, Inc. (“DDC”) in New York City under its By-Laws and Rules and Regulations. The parties of this document submit themselves to the jurisdiction of the DDC, and judgement on any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The undersigned is to be personally responsible for any awards rendered by the arbitrators and hereby waives any claim or objection relating to forum non conveniens. It is the intention of the parties that the undersigned for whom the merchandise is delivered, assumes personal liability for the merchandise irrespective of his representative capacity vis-à-vis the consignee. Permission is granted to SSC to file a financing statement under the U.C.C. The memorandum and invoice shall be governed and construed in accordance with the laws of the State of New York and it shall be considered for all purposes a security agreement. Parties consent to jurisdiction of New York court and waive any and all jurisdictional defenses. Amounts shown are in U.S. Dollars. All prices are exclusive of any sales, use, revenue, excise, value added, turnover, or similar tax and duties. Should any dispute arise, it is agreed all Merchandise described on the Memo and/or invoices shall remain in SSC’s vault under and for safe custody until full and final payment has been satisfied and it shall be part of the Terms and any invoice issued from SSC in conjunction with the Memo. Description of collateral: All of debtors personal property wherever located, and now owned or hereafter created or acquired, including accounts, chattel paper inventory, equipment, instruments, investment property, documents, deposit accounts, letter of credit rights, general intangibles (including payment intangibles), supporting obligation, and all additions, replacements and substitutions thereto and therefore, and, to the extent not listed above as original collateral, all cash and non-cash proceeds and products of the foregoing. Special conditions: Memo terms are short, 5-7 day terms after which unsold merchandise must be returned to SSC. Customer agrees to pay shipping costs in relation to Memos and Invoices and undertakes to keep SSC informed of the status of merchandise under Memo and unpaid invoices. Customer acknowledges that SSC’s pricing of Merchandise is based on grading reports prepared by third party agencies and that grading may vary throughout the industry and among such third parties.
PAYMENT AND SETTLEMENT Payment is due immediately upon receipt of SSC’s Merchandise, unless stated otherwise by SSC. If not paid accordingly, any discount provided by SSC to Customer as reflected on the Invoice is deemed void and Customer shall pay to SSC the full Memorandum price for the Merchandise. Customer agrees to pay all of SSC’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees, collection agency fees incurred by SSC to collect payment and interest charges or to otherwise enforce the terms of this Agreement. SSC may suspend Customer’s account and may require full or partial payment prior to any shipment if Customer is delinquent, and/or terminate this Agreement. In the event Customer does not make payment(s) owed as set forth on the Memorandum and/or Invoice, Customer will have defaulted and breached this Agreement. Payment is deemed received upon its being accepted, cleared, and unconditionally credited to SSC’s account. For all amounts outstanding thirty (30) days the same will be subject to an interest charge of 2% per month and a $40 monthly administrative fee. The undersigned desires to do business with and obtain credit terms from SSC and expressly agrees that if the account becomes delinquent and is placed with an attorney, an attorneys fee of 25% will be added to the balance due, together with a delinquent finance charge of 2% per month or 24% per annum. The undersigned agrees that if payment is not made after written demand from SSC, and a lawsuit is commenced to collect amounts due to SSC, the jurisdiction and venue of the lawsuit will be New York County, New York and that New York law shall apply. The undersigned agrees to accept service of process by certified mail, return receipt requested. Any dispute, controversy, or claim between Customer and SSC or Bharat Gandhi or Priti Gandhi shall be exclusively determined by arbitration administered by the Diamond Dealers Club, Inc. (“DDC”) in New York City under its By-Laws and Rules and Regulations. The parties of this document submit themselves to the jurisdiction of the DDC, and judgement on any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Customer is to be personally responsible for any awards rendered by the arbitrators and hereby waives any claim or objection relating to forum non conveniens. If a suit is not instituted, Customer & the undersigned person agree to pay any and all collection agency costs or collection costs under the same terms. Title to any and all SSC’s Merchandise are hereby expressly, without reservation, re¬tained by SSC until all of SSC’s outstanding invoices are satisfied in full by Customer. Title to the Merchandise shall not vest in Customer until Customer has paid for Merchandise. Receipt of SSC invoices, be it in a shipment, personal delivery or pick up, by email, fax, or any other method, shall be legally binding and the Customer irrevocably and unconditionally guarantees to SSC the prompt, full, and complete performance of all the obligations when due. If Customer at any time fails to make any payment due to SSC when due, or fails to perform or comply with any covenant, condition, or portion of the Terms, the undersigned will, upon written notice from SSC and without further demand, pay, perform, or comply with the same in the same manner and to the same extent as is required of Customer and will not be affected by any bankruptcy or insolvency proceeding. Customer will indemnify SSC against any and all costs, losses and expenses incurred by SSC as a result of cancellation. Customer’s right to set-off, if any, only applies to amount uncontested by SSC or a judgement resulting from claims arising out of the same contractual rela¬tionship and/or shipment with SSC. By signing this Terms, Customer fully authorizes SSC to revise Customer’s business and/or personal credit history with a credit reporting agency, and in the event of breaking the agreement stated herein, SSC is authorized to file a report against Customer to a credit agency. Special conditions: Negotiated prices which may differ on the invoice connected to the memorandum and from the memorandum shall remain valid only if paid as agreed on invoiced terms and payment agreement, otherwise SSC has Customer’s authority to revise and re issue the unpaid invoice to the pre negotiated memorandum price and further demand immediate payment in full and further has Customer’s authority to invoice finance charges on the amount past due and payable and will accumulate until the actual invoice is paid in full.
LIABILITY SSC is not liable for loss of profits, use, and/or any other direct, incidental, consequential, and/or exemplary damages for any reason. Any and all claims against SSC regardless of the reason shall be barred and effectively waived six (6) months after discovery. The entire liability of SSC for damages from any cause will not exceed the net purchase prices of any such Merchandise giving rise to the claim, or to the repair or replacement of such Merchandise. SSC, or its representatives, or its suppliers will under no circumstances be liable for any special, incidental, indirect, consequential, punitive damages, including, but not limited to back charges, labor costs, costs of removal, testing or installation, loss of efficiency, lost profits or any other revenues, loss of the use of the Merchandise or any related or associated Merchandise, damage to associated merchandise, lateness or delay in delivery, downtime, or claims from Customer, Customer’s customers, or any other parties.
WARRANTY SSC makes no warranties whatsoever, SSC hereby disclaims all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability and/or fitness for a particular purpose, and/or implied warranties arising from any course of dealing, usage, and/or trade practice.
LICENSE SSC retains all titles (including, without limitation intellectual property rights) and interest in any materials, information and content not expressly granted licenses for herein and no implied rights or licenses are granted herein. All rights not expressly granted herein are reserved; as such there are no implied rights in law or equity that may be applied to this License and issues stemming there from.
GENERAL 1. Nothing herein will be deemed to create a joint venture, partnership, franchise or any other type of business association between the Parties. 2. Customer must advise SSC of any cyber security issues with and/or breaches to Customer’s system and shall indemnify SSC from any loss or damage related thereto. 3. Customer shall keep all Products in a well secured safe and take all reasonable steps to prevent loss of goods, including, but not limited to the installation of an alarm system and CCTV camera surveillance. 4. Customer shall comply with ethical business practice common to the industry in which it is engaged and the place(s) where it conducts business and all applicable laws, ordinances and regulations, including, without limitation those relating to “Patriot Act”, “Bank Secrecy Act”, “Foreign Corrupt Practices”, “Export Administration Regulations” and generally related to the conduct of its business and shall protect, indemnify, defend and hold SSC, its officers, directors, employees, and agents, and those of its affiliates harmless from any and all claims, fines, penalties or other consequences of Customer’s noncompliance with any of the foregoing. 5. If Customer breaches a term hereof or unsuccessfully brings action against SSC, Customer shall pay the other Party’s costs and expenses, including reasonable attorney’s fees incurred. Any and all claim(s) or cause of action arising out of or related to SSC must be filed within six (6) months after such claim or cause of action arose or is forever barred, both at law and equity. Customer expressly agrees that any litigation concerning SSC or its Merchandise shall be controlled by New York law without application of Conflict of Law provisions as well as venued in a Court in New York County, New York State. Any notice shall be made via Federal Express, United Parcel Service, Certified Mail, Registered Mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws rules. The United Nations Contract on the International Sale of Goods shall not apply to this Agreement. 6. It is the intention of the parties that the undersigned for whom the merchandise is delivered, assumes personal liability for the merchandise irrespective of his representative capacity vis-à-vis the consignee. 7. Customer will immediately inform SSC of any changes to the Legal Business Name, Ownership or Address. Any loss resulting in a failure to inform SSC of any relevant changes will be borne by the Customer. If any provision herein is invalid, illegal, or incapable of being enforced by reason of any rule of law, statute, regulation, or public policy, then the invalid, illegal or otherwise inappropriate part of such provision shall be deemed deleted, ab initio, and revised to the extent legally permissible to reflect the original intention of the parties and, to the extent reasonably possible, the remainder of such provision and all other provisions of this Agreement shall nevertheless remain in full force and effect. The same shall apply in case of gaps in the contract. The Agreement may not be modified unless agreed to and approved by SSC in writing.
RECEIPT OF THE MERCHANDISE CONSTITUTES CUSTOMER’S AGREEMENT TO THE FOREGOING TERMS WHICH REPRESENT THE ENTIRE CONTRACT with respect to the Merchandise herein described and which cannot be varied by oral statements, dealing with respect to other merchandise or any contrary custom of the trade. Powered by VDB
Interpretation and Definitions
Interpretation: The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service. Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Sagar Star Corp. For the purpose of the GDPR, the Company is the Data Controller.
Application means the software program provided by the Company downloaded by You on any electronic device, named Sagar Star Corp
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Website refers to Sagar Star Corp., accessible from www.sagarstar.com
Service refers to the Application or the Website or both.
Country refers to: New York, United States
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.
Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.
Personal Data is any information that relates to an identified or identifiable individual. For the purposes for GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity. For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You. Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet. Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Data Controller, for the purposes of the GDPR (General Data Protection Regulation), refers to the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites. Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers' personal information and determines the purposes and means of the processing of Consumers' personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers' personal information, that does business in the State of California.
Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose. Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer's Personal information to another business or a third party for monetary or other valuable consideration.
Collecting and Using Your Personal Data: Types of Data Collected
Personal Data: While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to: Email address, First name and last name, Phone number, Address, State, Province, ZIP/Postal code, City
Usage Data: Usage Data is collected automatically when using the Service. Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data. When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data. We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Necessary / Essential Cookies: Type: Session Cookies. Administered by: Us. Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Functionality Cookies: Type: Persistent Cookies. Administered by: Us. Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
Disclosure of Your Personal Data: 1) Business Transactions: If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. 2): Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency). 3) Other legal requirements: The Company may disclose Your Personal Data in the good faith belief that such action is necessary to: 1) Comply with a legal obligation, 2) Protect and defend the rights or property of the Company, 3) Prevent or investigate possible wrongdoing in connection with the Service, 4) Protect the personal safety of Users of the Service or the public, 5) Protect against legal liability, 6) Security of Your Personal Data. The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Detailed Information on the Processing of Your Personal Data: Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.
Email Marketing: We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us. We may use Email Marketing Service Providers to manage and send emails to You.
GDPR Privacy: Legal Basis for Processing Personal Data under GDPR: We may process Personal Data under the following conditions: 1) Consent: You have given Your consent for processing Personal Data for one or more specific purposes. 2) Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof. 3) Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject. 4) Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person. 5) Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company. 6) Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.
Your Rights under the GDPR: The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.
Exercising of Your GDPR Data Protection Rights: You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.
Exercising Your CCPA Data Protection Rights: In order to exercise any of Your rights under the CCPA, and if you are a California resident, You can email or call us. The Company will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
Do Not Sell My Personal Information: We do not sell personal information. However, the Service Providers we partner with (for example, our advertising partners) may use technology on the Service that "sells" personal information as defined by the CCPA law. If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by: Mobile Devices - Your mobile device may give you the ability to opt out of the use of information about the apps you use in order to serve you ads that are targeted to your interests: "Opt out of Interest-Based Ads" or "Opt out of Ads Personalization" on Android devices, "Limit Ad Tracking" on iOS devices. You can also stop the collection of location information from Your mobile device by changing the preferences on your mobile device.
Children's Privacy: Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers. We also may limit how We collect, use, and store some of the information of Users between 13 and 18 years old. In some cases, this means We will be unable to provide certain functionality of the Service to these users. If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent's consent before We collect and use that information.
Contact Us: If you have any questions about these Terms and Conditions, you can contact at email@example.com.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND BY PROCEEDING TO ACCESS SAGAR STAR CORP.’S WEBSITE AGREES TO BE BOUND THEREBY.