1 — General

These Terms and Conditions govern all wholesale purchases, resale activities, and use of Tejesta products. By placing an order, the purchaser agrees that these terms apply to all transactions, notwithstanding any different or additional provisions contained in the purchaser's documents or communications.

2 — Authority of Tejesta LLC Sales Representatives

No sales representative, agent, or third-party partner is authorized to bind Tejesta LLC, assume obligations, or incur liability on behalf of the company unless expressly granted written authorization specific to the matter in question.

3 — Price

All pricing and applicable discounts are confirmed at the time Tejesta LLC accepts the order. Invoices will be issued upon shipment and must be paid in accordance with the stated payment terms. Retailers are required to adhere to Tejesta's suggested retail pricing across all sales channels, including physical retail locations and online platforms. Promotional discounts, markdowns, or special pricing initiatives may not be implemented without prior written authorization from Tejesta LLC.

4 — Payment Terms

Invoices will be issued prior to or upon delivery and must be paid in accordance with the agreed-upon payment terms. Should it become necessary for Tejesta LLC to engage legal counsel or a collection agency to recover outstanding amounts, the purchaser agrees to be responsible for all associated attorney fees, collection costs, and applicable interest charges.

5 — Proprietary Rights

Title to all goods shall remain with Tejesta LLC until full payment has been received. Upon delivery, the purchaser assumes responsibility for the care, custody, and risk of loss, theft, or damage — partial or total, and for any reason. In the event of non-payment by the agreed-upon due date, Tejesta LLC reserves the right to reclaim the merchandise. Repossession shall occur following written notice, and the purchaser shall bear all costs and risks associated with the return of goods. Tejesta LLC also reserves the right to assess restocking fees and pursue damages arising from such default. The purchaser may avoid return obligations by remitting full payment of the outstanding balance prior to repossession.

6 — Delivery & Cancellations

Orders may not be canceled by the purchaser prior to the scheduled delivery completion date. Any request to cancel an order after that date must be submitted in writing and will be effective only upon written acknowledgment from Tejesta LLC. Cancellations will not apply to any shipment already dispatched or scheduled to ship within five (5) business days of Tejesta LLC receiving the cancellation notice. Tejesta LLC reserves the right to fulfill orders in partial shipments, and each shipment shall be considered a separate sale. The purchaser agrees to accept and pay for each shipment in accordance with the stated terms.

7 — Force Majeure

Tejesta LLC shall not be liable for any delay, failure to deliver, or default in performance, in whole or in part, resulting from circumstances beyond its reasonable control, including but not limited to labor disputes, strikes, governmental actions or restrictions, acts of war or terrorism, natural disasters, fires, floods, transportation disruptions, equipment failure, supply chain interruptions, or any other event constituting force majeure. In no event shall Tejesta LLC be held responsible for delays or failures occurring after the goods have been delivered in good order and condition to the carrier or purchaser.

8 — Claims

Tejesta LLC takes great care to ensure all eyewear products are delivered in excellent condition. Any issues with a shipment must be reported within five (5) business days of receipt. Notification should be made by phone and followed by written documentation within the same five (5)-day period. If no claim is submitted within this timeframe, the goods will be deemed to have been received in acceptable and salable condition.

9 — Manufacture Defect

Tejesta LLC warrants its products against manufacturing and material defects for a period of one (1) year from the retailer's invoice date. Returned products determined by Tejesta to have a qualifying defect will be either repaired, replaced, or credited at Tejesta LLC's discretion. If a replacement frame or component has already been ordered, the defective item will be credited in full upon inspection and approval. All returned items will be evaluated by Tejesta's Quality & Returns Department. Products exhibiting damage resulting from misuse, improper handling, accident, or normal wear and tear, as well as products returned after the warranty period, will not be covered under this warranty and will be returned to the retailer with an explanation.

10 — Exchange Policy

Frames are eligible for exchange only and will be accepted for credit on an exchange basis. A purchase order must be submitted for all exchange requests. Retailers may exchange a maximum of one (1) frame for every three (3) frames purchased. Exchanges must be for frames within the same brand and product line.

11 — Return of Goods & Return Authorizations

No merchandise may be returned to Tejesta LLC without prior written authorization. Returns will be accepted only for products exhibiting a confirmed defect or for material non-conformance with the order, and only when such issues are discoverable through reasonable inspection. In such cases, the affected goods must be returned within ten (10) business days of receipt. Tejesta's Customer Service Department will issue a Return Authorization (RA) number, which must be clearly displayed on the exterior of the return shipment. Unauthorized returns or shipments lacking a valid RA number will be refused and returned to the sender. All returned items must be in original, salable condition. Any missing or damaged components — including but not limited to demo lenses, sun lenses, spare parts, temples, or cases — may result in charges or denial of credit. Discounted or special-sale items are not eligible for return.

12 — Protection of Trademarks

The purchaser's use of Tejesta LLC trademarks and brand identifiers is strictly limited to the retail sale and marketing of genuine Tejesta products. Any other use of Tejesta's trademarks, logos, imagery, brand assets, or intellectual property is expressly prohibited without prior written authorization from Tejesta LLC. Unauthorized use, reproduction, or distribution of Tejesta trademarks or brand assets will render the purchaser liable for damages, costs, and legal fees associated with enforcement.

13 — Publicity Materials

Tejesta LLC may, at its discretion, provide marketing and promotional materials for the purchaser's exclusive use in connection with the sale of Tejesta products. All such materials remain the exclusive property of Tejesta LLC and may only be used in accordance with Tejesta's brand guidelines and instructions. Any unauthorized use, reproduction, modification, or distribution of Tejesta marketing assets is strictly prohibited.

14 — Arbitration and Choice of Law

Any dispute, claim, or controversy arising out of or relating to this Agreement between the purchaser and Tejesta LLC shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration award may be entered and enforced in any court of competent jurisdiction. No claim, action, or arbitration may be initiated more than one (1) year after the cause of action arises. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles.

15 — Severability

If any provision or portion of this Agreement is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect. Such invalidity shall not affect the enforceability of any other term contained herein.

16 — Modification

These Terms and Conditions, along with the associated invoice, may only be amended or modified by a written agreement signed by the party against whom enforcement of the modification is sought. No verbal agreements or informal communications shall alter the obligations set forth herein.

17 — Channel of Trade Restrictions

The purchaser may not divert Tejesta products outside of authorized retail channels or approved locations. Sale of Tejesta products via online platforms, e-commerce websites, third-party marketplaces, or any digital channel is strictly prohibited without prior written authorization from Tejesta LLC. Any unauthorized distribution, resale, or online listing of Tejesta products constitutes a breach of these Terms and Conditions and may result in termination of wholesale privileges, cancellation of pending orders, and other remedies available to Tejesta LLC.