Governing Terms of Sale, Cer fica on, Ethical Sourcing, Payment, Shipping, Returns, Privacy, Trade Compliance and Dispute Resolu on for Interna onal Wholesale Buyers of greenwavediamond.com
Applicable to: Registered Trade Buyers (Retailers, Wholesalers, Distributors, Jewellery Manufacturers)
Effective Date: 22/07/2026
PART 1: PREAMBLE & DEFINITIONS
This Trade Terms & Policy Manual is issued by Greenwave Diamond Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office as set out in Schedule A ("Greenwave," "Company," "Seller," "we," "us" or "our"), and governs every quota on, order, sale, shipment and account relationship between Greenwave and a registered interna onal trade buyer ("Buyer," "you" or "your") transacting through greenwavediamond.com ("Website") or any associated trade channel operated by Greenwave. By creating a Buyer account, reques ng a quota on, or placing a Purchase Order, the Buyer agrees to be bound by this Manual in its entirety, including every Part below, each of which constitutes an integral policy of Greenwave and forms part of a single, legally binding agreement between the parties (the "Agreement").
1.1 Definitions
"Buyer Account" means the verified trade account issued to a Buyer following successful completion of the Know-Your-Customer (KYC) process described in Part 3.
"Certificate" means a grading report issued by the International Gemological Institute (IGI), or another grading laboratory expressly agreed in writing, accompanying a Diamond.
"Diamond(s)" means laboratory-grown diamond(s), whether loose or set into Jewellery, cultivated by the Chemical Vapour Deposition (CVD) or High-Pressure High-Temperature (HPHT) method and offered for sale by Greenwave.
"Goods" means collectively, Diamond and Jewellery supplied by Greenwave under an Order.
"Incoterm" means the applicable rule of Incoterms 2020 (published by the International Chamber of Commerce) stated on the Order Confirma on, governing the point of delivery, transfer of risk, and alloca on of freight, insurance and customs obligations.
"Jewellery" means finished jewellery products incorporating Diamond and/or precious metal manufactured or supplied by Greenwave.
"Order" means a Purchase Order submitted by the Buyer and accepted in writing by Greenwave in accordance with Part 2.
"Order Confirmation" means Greenwave's written acceptance of an Order, stating price, specification, Incoterm, payment terms and estimated dispatch date.
"Trade Buyer" means a business en ty engaged in the retail, wholesale, distribution or manufacture of diamond jewellery that has completed KYC verification under Part 3; this Manual does not apply to individual consumers.
"Export Control Laws" means all applicable laws and regulations governing the export, re-export, transfer or brokering of goods, technology or software, including India's Foreign Trade Policy and Customs Act, 1962, the U.S. Export Administra on Regula ons, and equivalent EU and UK regimes.
"Sanc oned Party" means any person, en ty, vessel or jurisdic on that is the target of economic or trade sanc ons administered by the United Na ons, the United States (including OFAC), the European Union, the United Kingdom, or India.
PART 2: GENERAL TERMS OF SALE
Scope. This Manual applies exclusively to business-to-business transactions with verified Trade Buyers located outside India. Greenwave does not sell to individual consumers through the Website, and any consumer enquiry received will be redirected to Greenwave's applicable retail channel, if any.
Formation of contract. A quotation issued by Greenwave is an invitation to treat and not a binding offer. An Order submitted by the Buyer constitutes an offer, which is accepted by Greenwave only upon issuance of an Order Confirmation; no Agreement for that Order arises before such acceptance.
Quotation validity. Unless otherwise stated, quotations are valid for three (3) business days from issuance, reflecting the volatility of diamond and precious-metal reference pricing, and lapse automatically thereafter.
Precedence. In the event of any conflict between this Manual and an Order Confirmation, the Order Confirmation prevails only in respect of price, specification, Incoterm and delivery date for that specific Order; all other terms of this Manual continue to apply.
Minimum order value. Greenwave may set a minimum order value for new Buyer Accounts, communicated at the time of account approval, which may be revised on notice.
Amendment. Greenwave may revise this Manual prospectively at any time by publishing an updated version on the Website with a new Effective Date. The version in force on the date an Order is submitted governs that Order. Buyers with an active Order in progress at the time of a material change affecting that Order will be notified by email at least fifteen (15) days before the change takes effect.
PART 3: BUYER REGISTRATION, KYC & SANCTIONS COMPLIANCE
Mandatory verification. Trade pricing, product catalogues showing net rates, and order placement are accessible only after a prospective Buyer completes registration and Greenwave approves the resulting Buyer Account. Greenwave may decline any registration in its sole discretion.
Documentation required. At a minimum, a Buyer must submit: (a) a certificate of incorporation or business registration; (b) applicable tax identification (VAT/GST/EIN/TIN or local equivalent); (c) evidence of trade activity, such as a jewellery retail, wholesale or import licence where locally required; and (d) the name, designation and identification of the individual(s) authorised to place Orders on the Buyer's behalf.
Credit-account documentation. A Buyer applying for deferred payment terms under Part 6 must additionally provide a bank reference and, where requested, one trade reference from an existing supplier.
Sanctions and denied-party screening. Greenwave screens every prospective and existing Buyer, and every shipment destination, against applicable international sanctions, export-control and denied-party lists, including those maintained by the United Nations, the United States Office of Foreign Assets Control, the European Union, and the United Kingdom. Greenwave will not onboard, ship to, or continue to trade with any Buyer or destination that cannot be cleared through this screening, and may suspend an Order or Buyer Account at any stage if a positive match or reasonable suspicion arises.
Anti-money-laundering. Consistent with the due-diligence standard applied across the international diamond trade, Greenwave applies customer due diligence proportionate to order value and jurisdiction risk, monitors transactions for unusual patterns, and reserves the right to request additional information or source-of-funds evidence before processing high-value Orders.
Accuracy and updates. The Buyer warrants that all information provided at registration and thereafter is true, complete and kept up to date, and undertakes to notify Greenwave promptly of any change in ownership, control, or beneficial ownership of the Buyer entity.
Confidentiality of account. The Buyer is responsible for safeguarding its account credentials and for all activity conducted through its Buyer Account, and must notify Greenwave immediately of any suspected unauthorised use.
PART 4: CERTIFICATION & QUALITY ASSURANCE
Grading standard. Every loose Diamond of 0.18 carat and above sold by Greenwave is independently graded by the International Gemological Institute (IGI) and is accompanied by a Certificate stating carat weight, colour, clarity, cut grade and growth method (CVD or HPHT). Melee-sized Diamond below 0.18 carat are supplied with a lot-level statement of average specification rather than individual Certificates, consistent with standard trade practice.
Growth-method disclosure. Every product listing, invoice, Certificate and piece of Jewellery packaging permanently and clearly discloses that the Diamond is laboratory-grown. Greenwave does not represent, and will not permit any reseller documentation issued on its behalf to represent, a laboratory-grown Diamond as being of natural origin.
Laser inscription. Loose Diamond of 0.30 carat and above are laser-inscribed on the girdle with the Certificate number and a "Laboratory Grown" designation, verifiable against the corresponding Certificate.
Precious metal standards. Gold and other precious-metal components used in Jewellery are hallmarked to the Bureau of Indian Standards (BIS) purity standard applicable to the stated karatage, or to the equivalent standard of the destination market where expressly agreed in the Order Confirmation.
Pre-dispatch quality control. Every Order is inspected against the specification confirmed on the Order Confirmation (carat weight tolerance of 0.02 carat for loose stones, colour and clarity as certified, and finish quality for Jewellery) before dispatch. High-resolution images and video are made available on request for Orders exceeding USD 5,000 in value, or as otherwise agreed.
Certificate replacement. A lost, damaged or illegible Certificate may be replaced through IGI re-verification at the Buyer's request; a re-certification fee, quoted at cost, applies and will be disclosed and agreed with the Buyer before being charged.
Tolerance for custom manufacture. For made-to-order Jewellery, Greenwave allows a standard manufacturing tolerance of 0.05 grams on stated metal weight and 2% on stated total Diamond weight, consistent with industry casting and setting tolerances; any deviation beyond this tolerance is treated as a non-conformity under Part 8.
Recognition of alternative grading laboratories. Where a Buyer's destination market customarily requires certification from a specific alternative accredited laboratory (such as the Gemological Institute of America (GIA) or the Gem Certification & Assurance Lab (GCAL)), Greenwave may agree in the Order Confirmation to supply a Certificate from that laboratory in place of IGI, provided the laboratory is internationally accredited and the additional cost, if any, is disclosed in advance.
PART 5: ETHICAL SOURCING & RESPONSIBLE BUSINESS CONDUCT
Scope of application. Laboratory-grown Diamond are created in a controlled facility and are not physically mined; they therefore fall outside the scope of the Kimberley Process Certification Scheme, which governs rough natural Diamond. Greenwave nonetheless holds itself and its supply chain to the responsible-business standard the international trade expects, as set out in this Part.
Warranty statement. Every commercial invoice issued by Greenwave carries a written warranty, modelled on the World Diamond Council System of Warranties, confirming that: the Diamond supplied are laboratory-grown; have not been represented as being of natural origin; have been handled in compliance with applicable anti-money-laundering and anti-corruption law; and are not connected to any sanctioned jurisdiction, entity or individual.
Segregation of stock. Greenwave maintains documented, segregated handling procedures between laboratory-grown Diamond and any natural-diamond stock handled elsewhere in its operations, to prevent cross-contamination or mis-declaration.
Labour and manufacturing standards. Greenwave and its manufacturing partners commit to fair labour practices, prohibition of child and forced labour, safe working conditions, and compliance with applicable Indian labour law, consistent with the Responsible Jewellery Council's Code of Practices.
Anti-bribery and anti-corruption. Greenwave prohibits the offer, payment, solicitation or acceptance of any bribe or improper advantage in connection with the sourcing, manufacture or sale of Goods, by its own personnel or by any agent acting on its behalf.
Environmental representations. Any environmental or sustainability claim made in relation to a specific Diamond (for example, a claim regarding energy source or carbon footprint of cultivation) is made only where supported by documented evidence from Greenwave's grower, and is stated on the relevant product listing rather than assumed to apply across the catalogue generally.
Responsible sourcing of precious metals. Greenwave applies supply-chain due diligence for gold and other precious metals used in Jewellery that is consistent with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, and, where a Buyer's home-market disclosure regime (such as conflict-minerals reporting obligations applicable to US-listed issuers) requires supporting information from Greenwave as a supplier, Greenwave will provide reasonably available sourcing information to assist the Buyer's compliance. [NEW]
Named anti-corruption regimes. Greenwave conducts its business, and expects its Buyers to conduct their dealings with Greenwave, in compliance with the (Indian) Prevention of Corruption Act, 1988, the UK Bribery Act 2010, and the U.S. Foreign Corrupt Practices Act, to the extent any of these apply to the parties or the transaction, and neither party will engage the other, directly or indirectly, in any payment or arrangement that would violate such laws.
Grievance and whistleblower mechanism. Any Buyer, employee of Greenwave, or third party with a good-faith concern about a suspected breach of this Part may report it in confidence to the compliance contact stated in Schedule A. Greenwave will not retaliate against any person who raises a genuine concern in good faith.
PART 6: PRICING & PAYMENT TERMS
Currency and basis. Prices are quoted in United States Dollars (USD) unless another currency is expressly agreed in writing, and are referenced against prevailing wholesale diamond and precious-metal benchmark pricing at the date of quotation. Prices are exclusive of freight, insurance, duties and taxes unless the Order Confirmation states a Delivered Duty Paid (DDP) Incoterm.
New accounts. A Buyer Account without an approved credit facility trades on a pro-forma basis: fifty percent (50%) of the Order value is payable as a non-refundable deposit upon Order Confirmation (except as provided in Part 8 for non-conforming Goods), with the balance payable in full prior to dispatch.
Approved credit accounts. A Buyer Account may apply for deferred payment terms of thirty (30) days net from the invoice date ("Net 30"), subject to satisfactory credit review under Part 3 and a credit limit set by Greenwave, which may be varied or withdrawn on reasonable notice.
Payment method. Payment is accepted by SWIFT bank wire transfer to the account specified in Schedule A, or by another method expressly agreed in writing. All international transfer charges, including correspondent bank fees, are borne by the Buyer.
Late payment. Any amount not paid by its due date accrues interest at one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, calculated daily from the due date until payment in full. Greenwave may additionally suspend processing or dispatch of any pending Order until the Buyer Account is brought current.
Set-off. The Buyer may not withhold or set off any amount due to Greenwave against any claim, credit note, or counterclaim without Greenwave's prior written consent.
Taxes and duties. The Buyer is the importer of record for all international shipments and is solely responsible for import duty, value-added tax, goods and services tax, and any customs clearance charges levied in the destination country, save where DDP terms are expressly agreed.
Currency fluctuation. Where an Order is quoted or invoiced in a currency other than the currency in which the Buyer intends to settle, any conversion loss, gain or bank spread on settlement is for the Buyer's account, and Greenwave gives no warranty as to future exchange rates.
Resale price autonomy. Nothing in this Manual restricts the price at which a Buyer independently resells Goods, and Greenwave does not require, and will not enforce, any minimum or fixed resale price, so as to avoid conduct that could infringe applicable competition or antitrust law.
PART 7: SHIPPING, DELIVERY, TITLE & RISK
Dispatch timeline. Stock Orders are dispatched within five (5) business days of full payment being received, and made-to-order Jewellery within the lead time stated on the Order Confirmation (typically fifteen (15) to twenty-five (25) business days), subject to Part 9 (Force Majeure).
Carrier and packaging. Goods are dispatched via an insured, trackable, signature-required courier engaged in the secure transport of high-value goods (such as FedEx International Priority, Brink's, or Malca-Amit). Outer packaging bears no external reference to "diamond," "jewellery" or similar indicators of high value.
Incoterms. Each Order Confirmation states the applicable Incoterm (typically Ex Works (EXW), Free on Board (FOB), Carriage and Insurance Paid To (CIP), or Delivered Duty Paid (DDP)), which governs the point at which risk in the Goods passes from Greenwave to the Buyer and the allocation of freight, insurance and customs responsibility. Absent any other agreement, the default Incoterm is CIP named destination airport.
Title. Title to the Goods passes to the Buyer only upon receipt by Greenwave of payment in full for the relevant Order; until then, Greenwave retains full legal and beneficial ownership notwithstanding any earlier transfer of risk under the applicable Incoterm.
Insurance. All shipments are insured for one hundred and ten percent (110%) of invoice value against loss or damage in transit. Any transit-loss or transit-damage claim must be notified to Greenwave in writing within forty-eight (48) hours of delivery, or of the scheduled delivery date in the case of non-delivery, accompanied by photographic evidence of the outer packaging and, where applicable, a carrier incident report.
Export documentation. Each shipment is accompanied by a commercial invoice, packing list, the applicable Certificate(s), and the ethical-sourcing warranty statement referred to in Part 5. Greenwave provides Harmonised System (HS) codes and supporting documentation reasonably required for customs clearance, but does not act as the Buyer's customs broker or agent.
Partial shipment. Greenwave may deliver an Order in instalments where operationally necessary, each instalment being invoiced separately and treated as a distinct delivery for the purposes of Part 8.
Failure to accept delivery. If the Buyer fails to accept a properly tendered delivery, Greenwave may store the Goods at the Buyer's risk and expense and, after fifteen (15) days, treat the Order as cancelled under clause 9.3, retaining the deposit paid to the extent of costs and losses incurred.
Destination market regulatory compliance. Where Jewellery is destined for a market with specific technical or product-safety regulation (for example, the EU Nickel Release Directive/REACH restrictions, U.S. California Proposition 65 disclosure requirements, or the U.S. Consumer Product Safety Improvement Act for children's jewellery), the Buyer is responsible for ensuring the Goods ordered are suitable for lawful sale in that market and for any destination-specific labelling; Greenwave will provide reasonably available material-composition information to support the Buyer's compliance on request.
Export/import licensing. Greenwave exports Goods under its Importer Exporter Code (IEC) and in accordance with India's Foreign Trade Policy. The Buyer is responsible for holding any import licence, permit or registration required in the destination country and for the accuracy of information it supplies for customs declarations.
PART 8: RETURNS, EXCHANGE & MEMO
Standard returns window. Loose Diamond marked "returnable" on the Order Confirmation, and standard-catalogue Jewellery, may be returned within fourteen (14) calendar days of delivery, provided the Goods are unaltered, unworn (in the case of Jewellery) and returned with the original Certificate, security tag and packaging intact.
Return authorisation. A return will only be accepted where the Buyer has first obtained a Return Merchandise Authorisation (RMA) number from Greenwave's Trade Support team; Goods received without a valid RMA number will be refused and returned to the Buyer at the Buyer's cost.
Excluded from return. Made-to-order and custom-manufactured Jewellery, resized items, engraved or personalised pieces, and Diamond supplied to a Buyer's bespoke specification are final sale and not eligible for return, save where they fail to conform to the confirmed specification under clause 8.4. Such items may, at Greenwave's discretion, be considered for exchange of equivalent value.
Non-conforming Goods. Where delivered Goods do not conform to the specification stated on the Order Confirmation, or arrive damaged, the Buyer must notify Greenwave in writing within five (5) business days of delivery. Verified non-conforming Goods may be returned at Greenwave's cost, outside the standard return window if necessary, for full replacement, credit or refund at the Buyer's election.
Memo terms. An approved Buyer Account may request Goods on memo (consignment for approval) for a period of up to ten (10) business days from receipt. Goods held on memo remain the property of Greenwave at all times, must be insured by the Buyer for full invoice value for the duration of the memo period, and must be returned in original condition, or purchased, before the memo period expires. Memo periods not settled within five (5) business days of expiry will be invoiced as a completed sale.
Return shipping. Save for non-conforming Goods under clause 8.4, return shipping is arranged and paid for by the Buyer, via an insured, trackable, signature-required courier; Greenwave bears no liability for Goods lost or damaged in return transit that were inadequately packed or insured by the Buyer.
Refund processing. An approved refund is issued to the original payment method within ten (10) business days of the returned Goods passing Greenwave's re-inspection. Where a replacement Certificate must be issued as a result of the return, the fee under clause 4.6 applies.
Restocking fee. A restocking fee of five percent (5%) of invoice value applies to returns made for the Buyer's convenience (as opposed to non-conformity), to cover re-certification, re-inspection and re-listing costs.
Return-abuse monitoring. Greenwave monitors return activity at the Buyer Account level. Where Greenwave reasonably determines a pattern of excessive, speculative, or comparison-purchase-driven returns, it may restrict, condition, or withdraw the Buyer's return and memo privileges, without prejudice to any other right under this Manual.
PART 9: CANCELLATION & FORCE MAJEURE
Cancellation before dispatch. A stock Order may be cancelled by the Buyer free of charge at any time before dispatch, with any deposit paid refunded in full within ten (10) business days.
Cancellation of custom orders. A made-to-order or custom-manufactured Order may be cancelled without charge within twenty-four (24) hours of Order Confirmation. Cancellation after production has commenced forfeits the deposit paid, or twenty-five percent (25%) of the Order value, whichever is greater, to cover materials, labour and third-party costs already committed.
Cancellation by Greenwave. Greenwave may cancel an unfulfilled Order, with a full refund of amounts paid, where: the specified Goods become unavailable; KYC or sanctions screening under Part 3 cannot be satisfactorily completed or is subsequently failed; payment is not received within the quotation validity period; or continued performance would place Greenwave in breach of applicable law.
Force majeure. Neither party is liable for any delay or failure to perform its obligations under this Manual to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, civil unrest, act of government, embargo or sanctions measure, pandemic, strike, or failure of a third-party carrier or supplier (a "Force Majeure Event"). The affected party will notify the other without undue delay and resume performance as soon as reasonably practicable once the Force Majeure Event ends.
Prolonged force majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order by written notice, in which case Greenwave will refund any amount paid for Goods not yet dispatched, less costs already reasonably and demonstrably incurred.
PART 10: WARRANTY & LIMITATION OF LIABILITY
Product warranty. Greenwave warrants that, as at the date of delivery: (a) all Diamond supplied conform to the specification stated on the accompanying Certificate; (b) all Diamond are laboratory-grown and are chemically, physically and optically identical to mined Diamond of equivalent specification, and will not fade, cloud, or change in brilliance under normal use; and (c) all precious-metal content conforms to the karatage and hallmark stated on the Order Confirmation.
Manufacturing warranty. Jewellery is warranted against manufacturing defects — including faulty prong or bezel settings, defective clasps, and premature plating failure — for twelve (12) months from the date of delivery. This warranty does not cover damage arising from normal wear and tear, accidental damage, misuse, or repair or alteration carried out by a party other than Greenwave.
Warranty claim process. A warranty claim must be submitted with the original invoice and Certificate; Greenwave's quality team will assess the item within ten (10) business days of receipt and, where the claim is upheld, will repair, replace, or issue a credit note for the item at Greenwave's election.
Exclusion of implied terms. Save as expressly set out in this Part, and to the maximum extent permitted by applicable law, all conditions, warranties and representations implied by statute, trade usage or course of dealing are excluded.
Limitation of liability. Subject to clause 10.6, Greenwave's aggregate liability to the Buyer arising out of or in connection with any single Order, whether in contract, tort (including negligence) or otherwise, is limited to the invoice value of that Order. Neither party is liable to the other for any indirect, consequential, or special loss, or for loss of profit, revenue, goodwill, or anticipated savings, even if advised of the possibility of such loss.
Non-excludable liability. Nothing in this Manual excludes or limits either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.
Product liability insurance. Greenwave maintains product liability / commercial general liability insurance appropriate to its export business, and will provide reasonable evidence of cover on written request. The Buyer is responsible for maintaining insurance appropriate to its own resale, storage and distribution operations.
Limitation period. Save for a claim arising from fraud or from a liability referred to in clause above, no claim may be brought by either party arising out of or in connection with an Order more than two (2) years after the date of delivery (or scheduled delivery, in case of non-delivery) of the Goods to which the claim relates, except to the extent a shorter or longer period is mandatorily required by applicable law.
PART 11: CONFIDENTIALITY & INTELLECTUAL PROPERTY
Confidential information. Each party will keep confidential all pricing, product specification, and business information disclosed by the other in connection with this Manual, and will use it solely to perform its obligations, save for information that is public, independently developed, or required to be disclosed by law or regulator.
Ownership of designs. All designs, drawings, product images, catalogues, trademarks and other intellectual property created or owned by Greenwave remain Greenwave's exclusive property. A Buyer commissioning a custom design owns the finished physical Jewellery upon payment in full but acquires no right to reproduce, manufacture or license the design itself, unless expressly agreed in writing.
Use of Greenwave marks. The Buyer may not use Greenwave's name, logo, or the "Greenwave Diamond" trademark in its own marketing without Greenwave's prior written consent, save to accurately describe the Goods as sourced from Greenwave.
PART 12: PRIVACY POLICY
This Part sets out how Greenwave collects, uses, stores and protects information relating to Trade Buyers and their authorised representatives in connection with the Website and the Buyer Account.
12.1 Information We Collect
Business KYC data. incorporation documents, tax identification, trade licences, and authorised-signatory details submitted at registration.
Transaction data. Orders, invoices, payment records, shipping addresses and correspondence relating to the Buyer Account.
Website usage data. log data, device and browser information, and cookies used to operate and secure the Website (see clause 12.5).
12.2 How We Use It
To verify Buyer identity and eligibility, and to perform KYC, AML and sanctions screening under Part 3.
To process, fulfil, ship and invoice Orders, and to provide customer and trade support.
To comply with applicable tax, export-control, and financial-crime reporting obligations.
To improve the Website and, where the Buyer has opted in, to send trade updates, new-collection notices and pricing information.
12.3 Legal Basis & Applicable Regimes
Greenwave processes personal data in accordance with India's Digital Personal Data Protection Act, 2023. Where a Buyer or its representatives are located in the European Economic Area or the United Kingdom, Greenwave additionally processes personal data in accordance with the GDPR or UK GDPR as applicable, relying on performance of a contract, compliance with legal obligation, and legitimate business interest as its lawful bases, and applies appropriate cross-border transfer safeguards (such as Standard Contractual Clauses) where personal data is transferred out of the EEA or UK to India.
12.4 Sharing of Information
Greenwave does not sell personal or business data. Information is shared only with: logistics and courier partners, to the extent necessary to deliver an Order; payment processors and banks, to process payment; IGI and other grading laboratories, to issue or verify a Certificate; and regulators, law-enforcement or tax authorities, where legally required.
12.5 Cookies
The Website uses essential cookies required for login, cart and checkout functionality, and analytics cookies to understand aggregate usage patterns. Non-essential cookies are only set with the visitor's consent, obtainable and revocable through the Website's cookie banner.
12.6 Data Retention
KYC, transaction and invoicing records are retained for a minimum of eight (8) years to meet Indian company, tax and anti-money-laundering record-keeping obligations, and are deleted or anonymised thereafter save where a longer period is required by law or an ongoing dispute.
12.7 Buyer Rights
A Buyer or its authorised representative may request access to, correction of, or deletion of their personal data, or object to its processing, by writing to the Data Protection contact in Schedule A. Greenwave will respond within thirty (30) days, subject to its statutory retention obligations under clause 12.6.
12.8 Other Regional Privacy Laws
Where a Buyer's authorised representative is a resident of California or another U.S. state with an applicable comprehensive privacy statute (such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act), Greenwave will honour applicable access, deletion and opt-out-of-sale/share rights to the extent that statute applies to Greenwave's processing, noting that Greenwave does not sell personal data as described in clause 12.4.
12.9 Data Breach Notification
If Greenwave becomes aware of a security incident resulting in the unauthorised access, disclosure, alteration or loss of a Buyer's personal or business data held by Greenwave, Greenwave will notify the affected Buyer without undue delay after becoming aware of the incident, and will provide the information reasonably available to it about the incident and the remedial steps taken, without prejudice to any notification Greenwave is separately required to make to a regulator.
PART 13: INDEMNIFICATION
Buyer indemnity. The Buyer will indemnify and hold Greenwave harmless against any claim, loss, fine or expense arising from: (a) the Buyer's breach of this Manual; (b) misuse or misrepresentation of the Goods by the Buyer or its customers, including any representation of a laboratory-grown Diamond as being of natural origin; or (c) the Buyer's breach of applicable import, customs, or consumer-protection law in the destination market.
Greenwave indemnity. Greenwave will indemnify and hold the Buyer harmless against any third-party claim that the Goods, as supplied and used in accordance with their specification, infringe a valid intellectual-property right, save to the extent the claim arises from a design or specification supplied by the Buyer.
PART 14: GOVERNING LAW & DISPUTE RESOLUTION
Good-faith resolution. The parties will first attempt to resolve any dispute arising under this Manual through good-faith negotiation between their respective authorised representatives, to be initiated within fifteen (15) business days of a written notice of dispute.
Governing law. This Manual and every Order placed under it, and any non-contractual obligation arising out of or in connection with them, are governed by the laws of Republic of India, without regard to conflict-of-law principles.
Arbitration. Any dispute not resolved under clause 14.1 within thirty (30) days is referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement of the parties (or, failing agreement within fourteen (14) days, appointed in accordance with that Act). The seat and venue of arbitration is Ahmedabad, Gujarat, India, and the language of the arbitration is English. The arbitral award is final and binding on both parties.
Interim relief. Nothing in clause 14.3 prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction pending the constitution of the arbitral tribunal.
Jurisdiction. Subject to clause 14.3, the courts at Ahmedabad, Gujarat, India have exclusive jurisdiction over any matter arising out of or in connection with this Manual that is not subject to arbitration.
Mandatory local law. Where a mandatory consumer-protection, data-protection or trade-law provision of the Buyer's home jurisdiction cannot lawfully be excluded or overridden by this clause, that provision applies to the extent, and only to the extent, legally required, and does not otherwise affect the governing law and forum agreed above.
PART 15: MISCELLANEOUS
Entire agreement. This Manual, together with each Order Confirmation issued under it, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, representations or agreements, whether written or oral.
Severability. If any provision of this Manual is held invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision is severed and the remaining provisions continue in full force and effect.
Assignment. The Buyer may not assign, transfer or subcontract any right or obligation under this Manual without Greenwave's prior written consent. Greenwave may assign this Manual to a successor entity in connection with a merger, acquisition or reorganisation of its business, on notice to the Buyer.
No waiver. A failure or delay by either party in exercising any right under this Manual does not operate as a waiver of that right, nor does a single or partial exercise of a right preclude any other or further exercise of it.
Notices. A notice given under this Manual must be in writing and delivered by email to the addresses stated in Schedule A (or, for the Buyer, the email address registered on its Buyer Account), and is deemed received on the next business day following transmission.
Relationship of parties. Nothing in this Manual creates a partnership, joint venture, agency or employment relationship between the parties; each acts at all times as an independent contractor.
Language. This Manual is issued in English. Any translation provided for convenience is not binding, and the English-language version prevails in the event of any inconsistency.
PART 16: EXPORT CONTROLS, RE-EXPORT & TRADE COMPLIANCE
Re-export and end-use restriction. The Buyer will not directly or indirectly export, re-export, transfer, sell or otherwise supply any Goods to a Sanctioned Party, to any destination subject to a comprehensive trade embargo, or for any end-use prohibited under applicable Export Control Laws, and will comply with all Export Control Laws applicable to its own on-sale of the Goods.
End-use assurance. Where reasonably requested by Greenwave in connection with an Order of unusual size, destination or pattern, the Buyer will provide an end-use or end-user statement confirming the intended market and use of the Goods.
Anti-boycott. Neither party will comply with, further, or support any unsanctioned foreign boycott request (such as a request connected with the Arab League boycott of Israel) that is prohibited under applicable anti-boycott law, and each party will report any such request received in connection with an Order to the other.
Compliance audit rights. On reasonable prior notice and no more than once in any twelve-month period (or at any time if Greenwave reasonably suspects a breach of this Part), Greenwave may request documentary evidence of the Buyer's compliance with this Part, and the Buyer will provide such evidence, or reasonable access to relevant records, within a reasonable time.
Record retention. The Buyer will retain records sufficient to demonstrate compliance with this Part for a period of five (5) years from the date of the relevant Order, or such longer period as applicable law requires.
PART 17: PRODUCT COMPLIANCE, LIABILITY & RECALL
Market-access compliance. The Buyer is responsible for ensuring that the specific Goods it orders may lawfully be sold in its intended market, including compliance with destination-specific product-safety, labelling, hallmarking and chemical-content requirements referred to in clause 7.9; Greenwave will provide reasonably available compliance documentation (such as material-composition data) to support the Buyer's own compliance.
Recall cooperation. If either party reasonably determines that a batch of Goods should be recalled or withdrawn from sale for a safety, conformity or mislabelling reason, the parties will cooperate in good faith on the recall, including the Buyer providing reasonably available traceability information to identify affected end customers, with the reasonable cost of a recall attributable to Greenwave's non-conformity to be borne by Greenwave.
Insurance. Greenwave maintains insurance appropriate to its manufacturing and export business, including product/general liability cover, and will provide a certificate of insurance on reasonable written request; this clause does not itself expand Greenwave's liability beyond Part 10.
PART 18: ADDITIONAL GENERAL PROVISIONS
Survival. Parts 10 (Warranty & Limitation of Liability), 11 (Confidentiality & Intellectual Property), 12 (Privacy Policy), 13 (Indemnification), 14 (Governing Law & Dispute Resolution), 16 (Export Controls, Re-Export & Trade Compliance) and this Part 18, together with any clause of this Manual that by its nature is intended to survive, remain in force after expiry or termination of the Agreement or of an individual Order.
No third-party rights. A person who is not a party to this Manual has no right to enforce any of its terms, whether under any statute conferring rights on third parties or otherwise; this does not affect a right or remedy of a third party that exists or is available apart from such a statute.
Electronic execution. This Manual, an Order, and an Order Confirmation may be accepted, executed and exchanged electronically, including by clickwrap acceptance, e-signature, or exchange of scanned documents by email, and each such method of acceptance is as valid and binding as a wet-ink signature, to the extent recognised under the Information Technology Act, 2000 (India) and equivalent laws of the Buyer's jurisdiction.
Counterparts. Where this Manual or an Order Confirmation is signed in physical form, it may be executed in counterparts, each of which is an original and all of which together constitute one instrument.
PART A: COMPANY PARTICULARS
Registered Name of Company:
GREENWAVE DIAMOND PRIVATE LIMITED
Corporate Identification Number (CIN):
U32112GJ2023PTC139013
GSTIN:
24AAYCA3226B1ZW
Import Export Code (IEC):
AAYCA3226B
Registered Office Address:
R 23 &24, GHB Gems and jewellery park,
Ichchhapore, Surat, Gujarat - 394510
Data Protection Contact Email:
