STANDARD TERMS AND CONDITIONS OF SALE

1. Parties & Scope
These Terms and Conditions ("Terms") govern all wholesale sales of eyewear products by ZEST Eyewear ("ZEST", "we", "us"), , to approved optical center accounts ("Client", "you") purchasing through ZEST's trade-gated wholesale portal.
These Terms apply exclusively to business-to-business wholesale transactions. ZEST does not sell to individual consumers. By registering for a wholesale account, submitting an order, or accessing wholesale pricing, the Client agrees to be bound by these Terms.
2. Account Eligibility & Approval
2.1 Wholesale pricing and ordering are available only to verified optical centers with an approved ZEST account.
2.2 All account applications are subject to manual review. ZEST reserves the right to approve, reject, or request additional information for any application at its sole discretion, without obligation to state a reason.
2.3 ZEST reserves the right to suspend or terminate any account, and to refuse service to any Client, at any time — including for suspected resale outside the terms of Section 8, non-payment, or misuse of the portal.
2.4 Account credentials are for the exclusive use of the approved optical center and may not be shared, sold, or transferred to a third party.
3. Products
3.1 All ZEST frames are manufactured in Turkey using TR90 material. Product images, colors, and specifications shown on the portal are representative; minor variations between batches may occur.
3.2 ZEST reserves the right to discontinue, modify, or update product lines and specifications without prior notice, and to limit order quantities per product, per account, or per period.
3.3 Minimum order quantities, if any, are as stated on the wholesale portal or price list at the time of ordering.
4. Pricing & Currency
4.1 Wholesale pricing is visible only to approved accounts and is quoted in New Israeli Shekel (ILS).
4.2 Prices exclude applicable taxes, customs duties, and shipping/delivery charges unless explicitly stated otherwise on the order confirmation.
4.3 ZEST may update wholesale pricing at any time. Price changes do not affect orders already confirmed in writing.
5. Ordering
5.1 Orders are placed through the ZEST wholesale portal and are not binding on ZEST until confirmed in writing (portal confirmation or email).
5.2 ZEST reserves the right to accept, reject, or partially fulfill any order, including due to stock availability, pricing errors, or account standing.
5.3 Order changes or cancellations after confirmation require ZEST's written agreement and may be subject to a cancellation fee reflecting costs already incurred.
6. Payment Terms
Clients choose one of the following payment methods at the time of order, as offered on the portal:
Option A — Full Payment on Order Full payment of the order value is due in ILS at the time the order is placed. Production/shipment begins upon receipt of payment.
Option B — Installment Plan
- A down payment of 30% of the order value is due at the time the order is confirmed.
- The remaining 70% is payable in 3 monthly installments [assumed equal — 3 equal installments of ~23.3% each, due on the same calendar day each month following the down payment; confirm or adjust this split].
- ZEST may withhold shipment of goods until the down payment is received, and may withhold future orders if any installment is overdue.

6.1 Late payment. [You'll want to set an actual late-payment fee/penalty structure here with your accountant or lawyer — I've left this open rather than guessing a rate, since penalty-interest clauses can be sensitive and are worth getting right for the local market. Placeholder: "Accounts more than 15 days overdue on any installment are subject to a late payment fee of [X]% / a fixed administrative fee of [X ILS], and ZEST may suspend the account and future orders until the balance is cleared."]

6.2 If any amount remains unpaid more than [60] days past its due date, ZEST reserves the right to engage a debt recovery service. Reasonable recovery costs and legal fees may be charged to the Client to the extent permitted by Palestinian law.

6.3 Title to goods remains with ZEST until full payment (including all installments) has been received in full.

7. Delivery & Risk

7.1 Delivery timeframes provided by ZEST are estimates only and not guaranteed.

7.2 Risk of loss or damage to goods passes to the Client upon delivery to the Client's specified address or carrier, as applicable. [Confirm your actual shipping arrangement/Incoterm — e.g. is ZEST or the Client responsible for freight from Turkey?]

7.3 The Client must inspect goods on receipt and report any shipping damage or shortage within [3] business days.

8. Resale & Authorized Use

8.1 The Client is authorized to resell ZEST products only through its own retail optical center operations to end consumers.

8.2 The Client may not resell ZEST products to other wholesalers, distributors, or optical centers without ZEST's prior written consent.

8.3 [Optional: if you want a minimum advertised/resale price policy, or exclusive territory arrangements for certain accounts, that goes here — not included since you haven't set a policy yet.]

9. Returns, Warranty & Defects

9.1 ZEST warrants its TR90 frames against manufacturing defects for a period of [12 months] from the date of delivery. [Confirm this period — 12 months is a common default for eyewear frames but you may want to set it differently.]

9.2 The warranty covers manufacturing defects only and does not cover damage from misuse, normal wear, unauthorized repair, or alteration.

9.3 Valid warranty claims will be repaired, replaced, or credited at ZEST's discretion. Claims must be submitted through the wholesale portal or to [info@zesteyewear.com] with proof of purchase.

9.4 Custom or final-sale orders, if any, are non-returnable except for manufacturing defects.

10. Intellectual Property & Branding

10.1 The ZEST name, logo, "Care, Style & Strength" branding, and all related marks and marketing materials remain the exclusive property of ZEST.

10.2 The Client may use ZEST-provided marketing materials and product imagery solely to promote and sell ZEST products at its own point of sale, in a manner consistent with ZEST's brand guidelines.

10.3 Nothing in these Terms grants the Client any right to register, modify, or use ZEST's trademarks independently, or to represent itself as an official ZEST branch, subsidiary, or exclusive representative unless separately agreed in writing.

11. Confidentiality

Wholesale pricing, portal access credentials, and any non-public business terms shared with the Client are confidential and may not be disclosed to third parties, including other optical centers or competitors.

12. Limitation of Liability

To the maximum extent permitted by Palestinian law, ZEST's total liability arising from any order shall not exceed the value of that order. ZEST is not liable for indirect, incidental, or consequential losses, including lost profits or business interruption.

13. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, civil unrest, border closures, customs delays, or government action.

14. Termination

14.1 Either party may terminate the wholesale relationship with [30] days' written notice.

14.2 ZEST may terminate immediately for breach of these Terms, including unauthorized resale (Section 8), non-payment, or misuse of the wholesale account.

14.3 Termination does not affect payment obligations for goods already delivered or orders already confirmed.

15. Governing Law & Disputes

15.1 These Terms are governed by the laws of Palestine.

15.2 The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within [30] days, the dispute will be subject to the exclusive jurisdiction of the competent courts of [city — e.g. Ramallah].

16. General

16.1 ZEST may update these Terms at any time; the current version on the ZEST website governs new orders from the date of update.

16.2 If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

16.3 These Terms, together with any order confirmation, constitute the entire agreement between ZEST and the Client for each order.

Contact: info@zesteyewear.com | +970 59 745 2313