Terms & Conditions

All sales by Iced Orchid ("Iced Orchid") to third party purchasers (each a "Purchaser"), including sales made over the Internet or by telephone, are subject to the following terms and conditions. By placing an order and/or accepting delivery of jewelry or other product (“Product”) from Iced Orchid, Purchaser accepts and is bound to these terms and conditions.

Acceptance. All purchase orders are accepted by Iced Orchid at its general offices in Illinois and do not constitute a legal contract until Iced Orchid ships the Product. Iced Orchid's acceptance of any purchase order it receives is limited to the exact terms contained in these terms and conditions. Additional or different terms contained in Purchaser's offer or any attempt by Purchaser to vary any of the terms of there terms and conditions shall be rejected, but such proposal shall not operate as a rejection of Purchaser's offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the Products to be provided hereunder, in which case such additional or different terms shall be deemed material and such offer shall be deemed accepted without said additional or different terms or attempted variations. Acceptance by Iced Orchid of any purchase order containing terms additional to or different from the terms contained in these terms and conditions or containing modifications of the terms contained in these terms and conditions shall not be deemed as assent to those additional, different or modified terms. Purchaser's receipt of Iced Orchid's confirmation of any order placed by Purchaser without prompt written objection thereto, or Purchaser's acceptance of all or any part of the Products ordered from Iced Orchid, shall constitute assent by Purchaser to the terms contained in these terms and conditions. If these terms and conditions shall be deemed an offer by Iced Orchid to sell Products to Purchaser, such offer is expressly limited to the exact terms contained herein. The dispatch of a purchase order by Purchaser shall then constitute Purchaser's acceptance of these terms and conditions. If these terms and conditions are deemed an offer as aforesaid, any proposal by Purchaser for additional or different terms or any attempt by Purchaser to vary any of the terms of these terms and conditions in Purchaser's purchase order is hereby objected to and rejected; provided, however, that any such proposal by Purchaser shall not operate as a rejection of Iced Orchid's offer unless it contains variances in the terms of the description, quantity, price or delivery of the Product to be provided hereunder, in which case, any such proposal shall be deemed material, and these terms and conditions shall be deemed accepted without said additional or different terms or attempted variations.

Payment Terms. Terms of payment are within Iced Orchid's sole discretion, and unless otherwise agreed to by Iced Orchid, payment must be received by Iced Orchid prior to Iced Orchid's acceptance of an order. Payment for the Product may be made by credit card, wire transfer, or some other prearranged payment method. If payment is made by credit card, acceptance of orders is subject to credit card verification procedures. Iced Orchid reserves the right to cancel an order if it does not meet Iced Orchid’s credit card verification standards. If payment is made by personal check, Product will not be shipped until the check clears. Purchaser’s order is subject to cancellation by Iced Orchid, at Iced Orchid's sole discretion, for any reason. Upon such termination, Purchaser agrees to waive all claims against Iced Orchid for damages including, without limitation, any loss of anticipated profits. Iced Orchid is not responsible for pricing, typographical, or other errors, in any offer by Iced Orchid and Iced Orchid reserves the right to cancel any orders resulting from such errors.

Taxes. Any tax which Iced Orchid may be required to pay or collect through assessment or otherwise, under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any Product, including, without limitation, taxes upon or measured by receipt from sales or services, shall be for the account of Purchaser and be added to the price of such Product. Purchaser shall promptly pay the amount thereof to Iced Orchid upon demand but may, in lieu of such payment, furnish to Iced Orchid evidence of the issuance of tax exemption certificates acceptable to the appropriate taxing authorities.

Shipping Charges. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Any quoted shipping charges are estimates only.

Method of Shipment. Method and route of shipment is at Iced Orchid's discretion. Title to Product passes from Iced Orchid to Purchaser upon shipment from Iced Orchid's facility. The risk of loss or damage to the goods shipped shall pass to the Purchaser when the goods are delivered to the carrier for shipment. Iced Orchid reserves right to produce and ship all or any part of the goods specified in any order from any of its facilities.

Returns and Exchanges. Iced Orchid accepts returns, provided they are received within 30 days after Purchaser’s receipt of shipment. All returned Product must be in brand-new, saleable condition. Product showing any signs of wear or use can not be returned. Provided that the Product meets Iced Orchid’s standards for returns, Iced Orchid will credit Purchaser’s credit card or issue a refund by check (if paid originally with check or money order) within five (5) business days of receipt of the returned merchandise. Iced Orchid does not charge an additional restocking fee for returned merchandise, but Iced Orchid does deduct the actual shipping charges, if applicable, that were paid by Iced Orchid from any refund. Notwithstanding the foregoing, special orders are not returnable. If Iced Orchid does, as a concession to a customer and solely at Iced Orchid’s option, accept Product back after 30 days or showing wear, it may be subject to a restocking fee or other additional fee, at Iced Orchid’s option. Purchaser must contact Iced Orchid directly before Purchaser attempts to return Product to obtain a Return Authorization Number for Purchaser to include with its return. Returns must be properly packaged for shipment as the post office, UPS or other courier will not honor insurance claims for improperly packaged shipments that are damaged in transit. Iced Orchid will not be responsible for any damage in transit due to improperly packaged returns. Purchaser is responsible for the risk of loss, shipping and handling fees when returning or exchanging Product. If Purchaser fails to follow the return or exchange instructions and policies provided by Iced Orchid, Iced Orchid is not responsible whatsoever for any Product that is lost, damaged, modified or otherwise processed for disposal or resale.

Force Majeure. Iced Orchid shall not be liable for any delay in the performance of orders, or in the delivery or shipment of Product, or for any damages suffered by Purchaser as a result of such delay when such delay is occasioned by causes beyond Iced Orchid's control. Such causes shall include, but are not limited to: an act of God or the public enemy; fire; explosion; flood; unusually severe weather; drought; war; riots; sabotage; vandalism; accident; embargo; government priority; government action or failure of the government to act when action is required; requisition or allocation or other action of any governmental authority; interruption of or delay in transportation; inadequacy or shortage or failure of supply of materials or equipment; breakdowns; nonscheduled shutdowns for repairs; plant accidents; labor shortage; strikes; labor trouble; or compliance with any order or request of the United States Government or any officer, department, agency, instrumentality or committee thereof. It is understood and agreed that economic conditions affecting the ability or desirability of the performance of this agreement by either party shall not be deemed to constitute "force majeure" circum­stances as contemplated by this Section 7. Iced Orchid shall have the right to cancel the entire agreement with Purchaser or any part thereof in the event of the happening of any such cause beyond Iced Orchid's control without any resulting liability.

Good Delivery. Shipments made by Iced Orchid within a reasonable time after the specified date of delivery shall constitute a good delivery. No right of cancellation shall accrue to Purchaser based on such a delivery.

Permissible Variations. Goods shipped by Iced Orchid shall be within any limits and sizes published by Iced Orchid.

LIMITED WARRANTY. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE DISCLAIMED BY ICED ORCHID. ICED ORCHID DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, OR LOSS OF BUSINESS.

Damaged Goods. If any Product should arrive at Purchaser's destination in a damaged condition or should a shortage occur, Purchaser shall immediately report the damage or shortage to the delivering carrier and to Iced Orchid. Any loss or shortage occasioned by damage or otherwise occurring in transit will be for account of Purchaser. Purchaser must notify Iced Orchid within 10 days of the date of purchase if Purchaser believes any part of Purchaser’s purchase is missing or damaged.

Claims. Claims respecting the condition of Product, compliance with specifications or any other matter affecting Product shipped to Purchaser must be made promptly and, unless otherwise agreed to in writing by Iced Orchid, in no event later than ten (10) days after receipt of the Product by Purchaser.

LIMITATION OF PURCHASER'S REMEDIES; EXCLUSIVE OF DAMAGES. PURCHASER'S REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR ICED ORCHID’S PERFORMANCE IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY DEFECT OR ALLEGED DEFECT IN ANY PRODUCT FURNISHED BY ICED ORCHID, SHALL BE LIMITED EXCLUSIVELY TO, AT ICED ORCHID’S OPTION, THE RIGHT OF REPLACEMENT OF SUCH PRODUCT OR TO REPAYMENT OF THE PURCHASE PRICE THEREFOR. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL ICED ORCHID BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS) WITH RESPECT TO ANY PRODUCT SOLD BY ICED ORCHID.

Quality Assurance. Unless otherwise specifically agreed to in writing, Iced Orchid shall have no obligation to ensure that any Product purchased from Iced Orchid meet any special quality assurance specifications and/or other requirements.

Cancellation. Orders cannot be cancelled without cause by Purchaser without the express written consent of the Iced Orchid. Should Purchaser cancel an order without cause, Purchase shall reimburse Iced Orchid against all loss occasioned by such cancellation, including loss of anticipatory profits.

Sales Assistance and Advice. Iced Orchid's warranty shall not be enlarged and no obligation or liability shall arise out of Iced Orchid's rendering of sales advice or technical assistance or recommendations made by Iced Orchid in connection with Purchaser's purchase of the Product hereunder. Said advice, assistance or recommendations made by Iced Orchid or any representative of Iced Orchid concerning the Product furnished hereunder is believed to be reliable, but ICED ORCHID MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED, as to the same and the results to be obtained. Purchaser assumes all responsibility for loss or damage resulting from the use of any such Product.

Indemnification. Purchaser agrees to indemnify, save harmless and defend Iced Orchid from and against any and all liability for loss, damage or injury to person or property in any manner arising out of or incident to the performance of these terms and conditions by Purchaser or its servants, employees, agents or representatives.

Assignment. Purchaser shall not assign any order or any interest therein without the written consent of Iced Orchid. Any such actual or attempted assignment without Iced Orchid's prior written consent shall entitle Iced Orchid to cancel such order upon written notice to Purchaser.

Allocation of Risk. Purchaser acknowledges that these terms and conditions allocates risks with respect to Product sold to Purchaser hereunder and this risk allocation is reflected in the prices to be paid by Purchaser for said Product purchased hereunder. Purchaser warrants that it has read this provision, understands it and is bound by its terms.

Entire Agreement. These terms and conditions constitute the entire agreement between Iced Orchid and Purchaser.

Modification. No addition or amendment to or modification of the terms and conditions of these terms and conditions shall be binding on Iced Orchid unless specifically agreed to by Iced Orchid in writing.

Waiver. Iced Orchid's failure to insist on performance of any of the terms or conditions of these terms and conditions or to exercise any right or privilege or Iced Orchid's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

Governing Law; Venue. Purchaser and Iced Orchid agree that these terms and conditions, any sales thereunder, or any claim, dispute or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law, and equitable claims) between Purchaser and Iced Orchid arising from or relating to these terms and conditions, its interpretation, or the breach, termination or validity thereof, the relationships which result from these terms and conditions, Iced Orchid’s advertising, or Iced Orchid’s Website shall be governed by the laws of the state of Illinois, without regard to conflicts of laws rules. Any actions, regardless of form, arising out of Purchaser’s transaction with Iced Orchid or the Product must be brought within the applicable statutory period, but in no event more than one year from the date of purchase of Product. Manufacture, shipment and delivery are subject to any prohibition, restriction, priority, allocation, regulation or condition imposed by or on behalf of the United States of America or any other governmental body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order. Iced Orchid and Purchaser agree that any action or proceeding to enforce or arising out of these terms and conditions shall be commenced only in state or federal courts located in Chicago, Illinois. Iced Orchid and Purchaser consent to such jurisdiction, agree that venue will be proper in such courts and waive any objections based upon Forum Non Conveniens. The choice of forum set forth in this section shall not be deemed to preclude the enforcement of any action under this Agreement in any other jurisdiction.