Effective 09/17/2026
Eleganzo Inc. and its affiliates (herein after collectively "Eleganzo" or "Company") is in the business of selling designer eyewear products and providing related services ("Products" or "Company Services"). You, on behalf of an entity (herein after "you" or "Reseller"), by purchasing Eleganzo services or products for resale, agree to the terms of this Reseller/Distributor Agreement ("Agreement").
1. GENERAL
Eleganzo is not the manufacturer of any product it offers for sale. It does not direct or otherwise control any aspect of the design of any product offered for sale. Eleganzo's standard invoice terms and conditions shall apply to all product purchases and are incorporated herein as if set forth at length. Nothing contained in any purchase order or other correspondence between Eleganzo and Reseller will modify or add to the terms and conditions contained in this Agreement. Eleganzo reserves the right to modify the terms of this Agreement at any time. Any and all changes to this Agreement will be posted on the website located at https://store.eleganzo.com/pages/reseller-distributor-agreement ("Website") and revisions will be indicated by date. Reseller agrees to be bound to any changes to this Agreement when it purchases Eleganzo products or uses the Company services after any such modification becomes effective. Company may also, in its discretion, choose to alert all resellers with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that Reseller regularly review this Agreement and keep Reseller's contact information current in Reseller's account settings to ensure You are informed of changes. Reseller agrees that it will periodically check the Website for updates to this Agreement and it will read the messages Eleganzo sends to inform resellers of any changes. Modifications to this Agreement shall be effective upon posting.
2. TERM
This Agreement is effective as of 09/17/2026 and supersedes all prior versions.
3. TERMINATION
Any Reseller failing to comply with this Agreement will result in immediate termination of this Agreement, and/or further legal action. Violations of this Agreement or other Eleganzo's policies may be reported to the Eleganzo corporate headquarters at 148 E Street Rd, PMB 150, Feasterville-Trevose, PA 19053, info@eleganzo.com. Eleganzo reserves the right to terminate existing business relationships or refuse to sell to Reseller in the event Reseller misrepresents information on any Eleganzo forms or in any advertisement. Eleganzo reserves the right to terminate this Agreement without any possibility of reinstatement. Eleganzo reserves the right to pursue legal action against any Reseller who breaches the terms of this Agreement.
4. EXCLUSIVITY
Subject to the restrictions in this Agreement, Reseller shall have a non-exclusive right to sell the Eleganzo products as stipulated herein.
5. PURCHASE POLICY
During the Term, Reseller may purchase products from Eleganzo subject to Eleganzo’s then standard purchasing policies. Any order placed by Reseller shall only be effective when accepted in writing or electronically by Eleganzo. If there is a conflict between the terms of this Agreement and the terms of an Eleganzo invoice, the terms of the invoice shall apply to the extent of the conflict. Any purported variation from the terms of this Agreement in an Eleganzo invoice, shall only apply to the applicable Eleganzo invoice. Any breach of an Eleganzo invoice is a breach of this Agreement. Unless otherwise stated in the invoice, all Eleganzo invoices shall be subject to the terms of this Agreement.
6. PURCHASES & PAYMENT
Company will charge Reseller through an online billing account for purchases of products and/or services. Reseller agrees to pay Company all charges at the prices then in effect for the products Reseller or other persons using your billing account may purchase, and Reseller authorizes Company to charge Reseller’s chosen payment provider for any such purchases. Reseller agrees to make payment using that selected payment method. If Reseller orders a product or service that is subject to recurring charges then Reseller consents to Eleganzo charging Reseller’s payment method on a recurring basis, without requiring Reseller’s prior approval for each recurring charge until such time as Reseller cancels the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company unless a valid resale certificate is provided. Company may change prices at any time. All payments shall be in U.S. dollars.
7. PRODUCT RETURNS
Reseller acknowledges and agrees that wholesale product returns are subject to Eleganzo’s Return and Refund Policy (https://store.eleganzo.com/pages/return-and-refund-policy). Return requests must be initiated within 30 days of delivery for new, unused, and unaltered items in original packaging with all accessories. All authorized returns are subject to a 20% restocking fee, which will be deducted from the refund amount. Original shipping costs are non-refundable, and return shipping is the buyer's responsibility. Damaged or defective items must be reported within 48 hours of delivery. Except as expressly set forth in the Return Policy, all sales are final.
8. PRODUCT MODIFICATION AND DISCONTINUE
Company reserves the right at any time to modify or discontinue, temporarily or permanently, any sale of product or any Eleganzo services (or any part thereof) with or without notice. Reseller agrees that Company shall not be liable to Reseller or to any third party for any modification, suspension or discontinuance of any product or service.
9. ELECTRONIC TRANSACTIONS
Reseller’s use of the Company services and sale of the products includes the ability to enter into agreements and/or to make transactions electronically. RESELLER ACKNOWLEDGES THAT ITS ELECTRONIC SUBMISSIONS CONSTITUTE ITS AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. RESELLER’S AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS RESELLER ENTERS INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, Reseller may be required to have certain hardware and software, which are your sole responsibility. Reseller shall use the Eleganzo website to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Reseller’s signatures and identities are not authenticated on the Website.
10. PRODUCT STORAGE AND HANDLING
Resellers shall exercise due care in storing and handling the products and shall store the products in accordance with any directions on product labels or other storage guidelines specified by Eleganzo from time to time.
11. PRODUCT PACKAGING AND DISPLAY
Reseller shall sell products in their original packaging with original documentation. Relabeling, repackaging and other alterations to products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the products.
12. INTELLECTUAL PROPERTY
Reseller shall only use Company’s trademarks and product assets as expressly permitted in this Agreement. Without limiting the generality of the foregoing, Reseller shall not register any domain name, social media account or other intellectual property right, business name or internet account incorporating all or any part of Company’s trademarks or other intellectual property owned by Company or incorporated into the products. Reseller shall not use Company’s trademarks, brand names, or confusingly similar terms as Google AdWords or for similar internet search related advertising.
13. CONFIDENTIALITY OF TERMS
The parties acknowledge and agree that the terms of this Agreement, the negotiations of the parties relating to this Agreement and all pricing terms are confidential, and Reseller shall not disclose any such information without Eleganzo's written consent, except as required by law, and to their attorneys, accountants, financial advisors, or as permitted by this Agreement. If the Reseller or any of its representatives is requested or required by legal or administrative process to disclose confidential information described herein, Reseller will provide Eleganzo with prompt written notice of each such request, to the extent practicable and permitted by applicable law, so that Eleganzo may seek an appropriate protective order.
14. RESELLER'S INDEMNITY OBLIGATIONS
Reseller hereby agrees to indemnify, defend and hold harmless Eleganzo and Eleganzo's members, managers, officers, employees and affiliates from and against any and all losses, costs, and expenses resulting from or arising out of any claims of any nature whatsoever as a result of a Reseller's breach of this Agreement.
15. WARRANTY
ALL PRODUCTS AND SERVICES PURCHASED ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ELEGANZO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, OR MISAPPROPRIATION. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES ARE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW BUT MAY NOT APPLY IN STATES TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
16. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO RESELLER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR OTHER DAMAGES ARISING FROM RESELLER’S USE OF THE COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO RESELLER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, BY RESELLER TO COMPANY FOR THE COMPANY SERVICES FROM WHICH ANY CAUSE OF ACTION AROSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO RESELLER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO RESELLER, AND RESELLER MAY HAVE ADDITIONAL RIGHTS.
17. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), Reseller agrees not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Bucks County, Commonwealth of Pennsylvania, and Reseller hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. In no event shall any claim, action or proceeding by Reseller related in any way to the Company Services be instituted more than two (2) years after the purchase of any product from Eleganzo.
18. INFORMAL RESOLUTION
To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), Reseller and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least fifteen (15) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
19. BINDING ARBITRATION
If Reseller and Company are unable to resolve a Dispute through informal negotiations, Eleganzo may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by Eleganzo shall be final and binding on Reseller. RESELLER UNDERSTANDS THAT ABSENT THIS PROVISION, RESELLER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The arbitration fees and the arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Bucks County, Commonwealth of Pennsylvania. Except as otherwise provided in this Agreement, Reseller and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Reseller and Company agree that any arbitration shall be limited to the Dispute between Company and Reseller. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
20. EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION
Reseller and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of Reseller’s or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither Reseller nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and Reseller and Company agree to submit to the personal jurisdiction of that court.
21. MISCELLANEOUS
This Agreement constitutes the entire agreement between Reseller and Company regarding the sale of the products and the use of the Company services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement may not be assigned by Reseller without Eleganzo’s express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Reseller and Company as a result of this Agreement or use of any website and Company services. Upon Company’s request, Reseller will furnish Company any documentation, substantiation or releases necessary to verify Reseller’s compliance with this Agreement. Reseller agrees that this Agreement will not be construed against Company by virtue of having drafted it. Reseller hereby waives any and all defenses Reseller may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.