1.1 These general terms and conditions of sale (“General Terms”) govern your purchases of BILLY PHAIN products (“Products”) through the website www.billyphain.com (“Website”).

1.2 In these General Terms the words “you” “your” refer to the consumer who purchases the Products through the Website.

1.3 Products that you purchase via the Website will be sold to you by BILLY PHAIN. Your purchases of any Products via the Website will be governed by these General Terms (“Contract”).

1.4 The sale of Products under these General Terms is only available to consumers, for purposes of personal consumption, who have reached the age of majority and have full legal capacity to enter into a Contract in their country.

1.5 You will be asked to agree to these General Terms before placing an order for Products. If you do not agree to these General Terms you will not be able to order any Products from the Website.

1.6 We reserve the right to amend or update all or part of these General Terms from time to time, without notice. We will always post the most current version of these General Terms on the Website and display the ”Last updated” date to reflect the date of the changes as the effective date. Any change to these General Terms will only apply to orders placed on or after the effective date.

1.7 These General Terms should be read alongside, and are in addition to our Privacy Policy which tells you how we use your personal data.

2.1 Information on the Products and relevant prices are available on the Website.

2.2 We use our best efforts regarding the availability of any Product you order. If the Product you ordered is not available, no Contract for the purchase of that Product can be entered into.

2.3 Given the handmade nature of the Products, the Product images displayed on the Website may not correspond to their actual appearance. In particular, the colours, shade, grain, texture of the Products shown on your screen may vary from those on the actual Product. Therefore, you shall rely exclusively on the Product descriptions set out on the Website.

3.1 Prices of Products set out on the Website are in New Zealand Dollars, unless specified otherwise, and are inclusive of any applicable sales taxes.

3.2 Prices do not include delivery charges which, if any, shall be added to the price of the Products and will be communicated to you during the checkout process before you confirm your order.

3.3 We make all reasonable efforts to ensure that all prices for the Products displayed on the Website are correct. Occasionally, an error may occur and Products may be mispriced. In which case we will, at our discretion:

• cancel your order or terminate the Contract, and notify you of such cancellation or termination; or

• contact you and ask you whether you wish to purchase the Product at the correct price.

3.4 We reserve the right to change the Products prices at any time and without notice by updating the Website. Such changes will not apply to Products for which you have received an Order Acceptance.

4.1 The information about the Products and their prices on the Website is an invitation to treat and does not represent an offer by us.

4.2 To purchase Products on the Website, you must follow the instructions provided by the online purchase process:

• include the selected Products in the shopping cart;

• fill in the order form with your personal information (name, address, email, telephone, delivery/billing address);

• select your payment method;

• accept these General Terms; and

• place your order.

4.3 Your order constitutes a binding offer to purchase the selected Products, under these General Terms. By placing an order, you agree to pay the price of the ordered Products.

4.4 All orders submitted by you are subject to our acceptance. Once you place your order, we will acknowledge it by email (“Order Confirmation”).

4.5 An Order Confirmation does not mean that your order has been accepted. We may choose not to accept your order for any legitimate reason, in whole or in part, without liability to you. Examples of non-acceptance of your orders are as follows:

• the Products are not available;

• you do not comply with the eligibility conditions set out in these General Terms;

• we are unable to obtain authorisation for your payment;

• there is an error in the price displayed;

• the delivery address provided by you is not a valid address; or

• you have not fulfilled any prior contractual obligations with us.

4.6 The Contract between BILLY PHAIN and you will only be formed when we deliver you an email notification confirming shipment of your order ("Order Acceptance"). The Order Acceptance (or rejection) shall be sent to the email address you provided in the order.

4.7 Once you receive the Order Acceptance you can no longer cancel or modify your order unless otherwise provided in these General Terms.

5.1 You must pay the price of the Products (including applicable taxes and duties), and the associated delivery charges, if any.

5.2 If your payment cannot be processed for any reason, we will cancel your order and the Contract with you will end immediately, without liability to you.

5.3 You are responsible for the relevant charges or fees, if any, applied by your card issuer, bank or other payment institution as a result of our processing of your credit/debit card payment.

5.4 For each Contract, we will issue an electronic invoice for the purchased Products, and you agree to such a form of invoicing.

5.5 As the purchaser, you represent and warrant that:

• you have legally obtained the funds used to make your purchase and that you are not engaged in any transaction designed to conceal the identity, source or destination of the funds with which you make your purchase; and

• you do not make your purchase in connection with any dealings or transactions with entities or individuals directly or indirectly subject to United Nations, New Zealand, US, UK, Switzerland or EU sanctions, to be brought back to Belarus, Russia, North Korea or Syria.

6.1 The purchased Products shall be delivered by a courier service we select (“Courier”). Products shall be delivered to the address indicated by you in the order form.

6.2 We are not responsible for any delivery problems arising from incomplete or incorrect address details you supply. Please note that we will not deliver to PO Boxes, address of freight forwarders, or hotels.

6.3 The purchased Products will be shipped out only after we receive your payment in full. If we do not receive your payment in full, whatever the reason, we can delay or refuse dispatching the Products without liability to you.

6.4 We will take all reasonable steps to deliver the purchased Products within the estimated periods communicated to you before you confirm your order, except if a Force Majeure Event occurs.

6.5 You must immediately notify us of any damages to the packages and/or the Products, or discrepancies in the number of packages or documentation, or any defects of the Products.

7.1 The risk of loss of, damage to, and destruction of, the Products shall pass to you when you (or a person designated by you) take physical possession of the Products at the delivery address given by you.

7.2 Title in the Products shall pass to you on the date on which the Products are delivered to your delivery address.

8.1 Please see our Returns Policy.

9.1 If you find that a Product has manufacturing defects or is not as described, please contact us immediately to arrange for the repair or exchange of the Product.

9.2 Damage, alteration or modification to the Products caused by you is not a manufacturing defect or a lack of conformity. For example, any damage caused by extensive use or wear; improper use (such as contact with direct exposure to heat, contact with harmful external agents); normal tear and wear; non-observance of applicable care instructions, are not manufacturing defects or a lack of conformity.

9.3 Variations in the colour of the stones, presence of inclusions or variation in the look of the final finishing are inherent to the Product and not manufacturing defects.

9.4 In the event you request the repair, replacement or return of a Product due to manufacturing defect, BILLY PHAIN will bear the delivery costs for returning the Products to be repaired, replaced or returned, as well as any costs to deliver back to you the repaired or replaced Products.

10.1 These General Terms set out the full extent of our obligations and liabilities in respect of the sale of the Products.

10.2 Nothing in these General Terms seeks to exclude or limit our liability or BILLY PHAIN’s liability for personal injury or death resulting from our negligence, breach of any obligations implied by applicable consumer protection laws, or any other cause of action which cannot be limited or excluded under applicable law.

10.3 Subject to the above, our aggregate liability, which shall be limited solely to direct damages, caused by a breach, that you suffer in respect of all claims and causes of action, arising under or in connection with these General Terms and each Contract, shall in no event exceed the price of the Products purchased by you on the Website under that Contract.

10.4 We shall not be liable to you for any indirect or consequential damages.

10.5 We are not responsible for any delay or failure to perform any of the obligations under these General Terms if the delay or failure is caused by a Force Majeure Event or arises from any cause which is beyond our reasonable control, including without limitation any of the following: act of God, governmental act, war, civil war, fire, natural disaster, epidemic, terrorist activities, national strikes, embargo, interruption or failure in information technology, failure of third parties (such as our suppliers) to perform their obligations to us (a “Force Majeure Event”).

BILLY PHAIN trademarks, whether figurative or not, service marks, all other marks, brand names, logos used on the Products, the accompanying accessories and/or the packaging, whether registered or not, together with all photographs, illustrations, images relating to the Products, trade or business names, domain names and URLs are and remain our exclusive property or our licensors’ and are protected by applicable copyright, trademark, or other intellectual property laws around the world. We reserve all such rights.

12.1 These General Terms and, therefore, the Contracts entered into with you, shall be governed by and will be interpreted in accordance with the laws of New Zealand.

12.2 Any disputes arising out of, or relating to, these General Terms and the Contracts shall be submitted to the jurisdiction of the competent courts of New Zealand.