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Terms & Conditions

Overview

In the terms and conditions set forth below (the “Terms and Conditions”), the terms “you” and “your” refer to, as applicable, (i) the person or persons sending a watch or other item or items containing gold, platinum, silver, titanium, other precious metals, gemstones (including but not limited to diamonds, rubies, sapphires and emeralds), or any combination thereof (hereinafter referred to as “Merchandise”) to Scorpio Luxury Corp. (“Scorpio Luxury”) for sale to, and purchase by, Scorpio Luxury or a third-party purchaser (referred to herein as a “Third-Party Purchaser”), for whom Scorpio Luxury will act as a facilitator of such sale and purchase or using scorpiowatch.com (the “Site”), (ii) the person or persons purchasing a watch or other Merchandise from Scorpio Luxury, for whom Scorpio Luxury will act as a facilitator of such sale (each such purchase or sale transaction hereinafter referred to as “Transaction”) or (iii) the person or persons using the Site. “We,” “our,” and “us” refer to Scorpio Luxury and its successors and assigns.

These Terms and Conditions are binding on every Scorpio Luxury customer and shall apply to all business dealings between you and Scorpio Luxury, and any Third-Party Purchaser, including, but not limited to, your use of the Site, the Transaction, and any other services provided to you by Scorpio Luxury. You hereby make representations and warranties to Scorpio Luxury (regardless of whether a Transaction is consummated and whether Scorpio Luxury is the purchaser or seller of the Merchandise) and any Third-Party Purchaser (if a Third-Party Purchaser is the purchaser of the Merchandise), and agree to the terms and conditions, in each case as set forth in the Terms and Conditions, by your use of the Site and/or by sending Merchandise to or receiving Merchandise from Scorpio Luxury.

TERMS APPLICABLE TO THE PURCHASE OF MERCHANDISE.

The following terms and conditions govern any Transaction relating to the purchase, or attempted purchase, of Merchandise by Scorpio Luxury or a Third Party Purchaser.

Ownership of Merchandise

If you are attempting to sell Merchandise, you hereby represent and warrant to Scorpio Luxury and any Third-Party Purchaser that

(i) you are at least eighteen (18) years of age;
(ii) you have good and marketable title to the Merchandise;
(iii) you have full authority to sell, transfer, and convey the Merchandise;
(iv) you are the legal and equitable owner of any and all Merchandise offered to be sold to Scorpio Luxury;
(v) you are acting on your own behalf, and not as another’s agent or representative;
(vi) the Merchandise is sold free of all liens, encumbrances, liabilities, and adverse claims of every nature and description whatsoever;
(vii) you will NOT send in materials containing the following: arsenic, beryllium, bismuth, cadmium, mercury, nickel, lead, antimony, selenium, tin, tellurium or any other harmful, toxic, or poisonous elements;
(viii) the Merchandise is not from, or the result of, illegal activity, including theft or fraud;
(ix) any transaction initiated by you will not cause Scorpio Luxury to be in violation of any anti-money laundering, anti-terrorism, or other applicable state or federal law of the United States of America any state or any foreign country;
(x) Scorpio Luxury reserves the right and you hereby agree to provide additional documentation and/or information concerning yourself and/or any Merchandise, including all documentation or information necessary for Scorpio Luxury to comply with local, state and federal law (which includes Crown& Caliber reporting all Merchandise received to the proper authorities as required by applicable law.)

Describing Your Merchandise

You hereby agree that any description of the Merchandise that you provide to us, whether on the quote form, packing slip included in the shipping materials or otherwise, will be true, complete, and accurate at the time you submit such description to us. If we determine, in our sole discretion, that there are significant discrepancies between the Merchandise as described by you and the Merchandise we receive, or if no description of the Merchandise was included in the package used by you to ship the Merchandise, we may suspend or terminate the Transaction without notice to you. We will not repair or replace any replica watch even if the damage occurred during our normal testing and valuation procedures. Notwithstanding anything in these Terms and Conditions to the contrary, in the event that we terminate the Transaction because the Merchandise shipped by you is determined by Scorpio Luxury, in our sole discretion, to have an altered/mutilated serial number or to be a counterfeit or a replica copy, we will notify you in writing (which may include notification via email, text message, or other electronic means) and will ship your Merchandise to you, at your cost, within 5 business days of our receipt of your shipping instructions and payment therefore (if a valid account number with the designated shipper is not provided); provided, however, that you hereby agree that Scorpio Luxury may dispose of the Merchandise if we do not receive shipping instructions and payment for all shipping costs from you within 30 days of the date on which Scorpio Luxury sends you written notice that the Transaction has been terminated. In the event that Scorpio Luxury terminates the Transaction due to any other breach of the representations and warranties made by you in connection with your description of the Merchandise, Scorpio Luxury will ship your Merchandise to you within 10 business days at our cost by the Shipper shipping method of our choosing, and you agree that we will only be responsible for insuring the value of your Merchandise up to $100.

Inbound Shipping; Costs; Loss or Damage Guarantee

If Scorpio Luxury desires to receive your Merchandise for further inspection we may provide you with a shipping label; however, Scorpio Luxury is not obligated to provide you with a shipping label. If you send us the Merchandise using the shipping label we provide, we will purchase insurance to cover your Merchandise in the event it is lost damaged for the mid-range value of your quote, once it is processed by the national courier selected by us to ship the your Merchandise (the “Shipper”). Once your watch is received, it will remain insured for the value of your cash quote. In the event that your package is lost we will require that you provide proof of shipping receipt, provide receipt of proof that goods are lost, and file a claim within 30 days of loss. In the event your package is damaged we will require that you: provide proof of shipping receipt, provide receipt of proof that goods are damaged, demonstrate that the package was not damaged prior to shipping, and file a claim within 30 days of loss. If you believe that you need additional coverage, then it is your responsibility to contact us so that we can provide such additional coverage at our expense before sending us your Merchandise. You can contact us by telephone at (669) 231- 9905 to arrange for additional coverage or for shipping instructions.

For Merchandise shipped from a jurisdiction outside the U.S. or in territories of the U.S. that require importing to the U.S., you can select to send your Merchandise to us using the shipping label we provide, and we will pay for the costs of such shipment, including duties, VAT, etc. You are responsible for abiding by all relevant export and import laws and restrictions. If Scorpio Luxury receives your Merchandise, makes you an offer to purchase such Merchandise, and you decline such offer, it will be your responsibility to arrange for and pay for the necessary shipping to return your Merchandise.

Notwithstanding the foregoing, you shall bear the risk of loss with respect to all Merchandise until such Merchandise is actually received by Scorpio Luxury.

Receipt of Merchandise

We record the opening and the contents of each package of Merchandise we receive. We will retain the video for at least 30 days after we receive your Merchandise. You may make arrangements with us to order a copy of the video of the receiving and unpacking of your merchandise for an additional fee. We reserve the right, at our sole discretion and without notice to you, to reject any inbound package,. For purposes of these Terms and Conditions, any inbound package that we reject will not be deemed to have been “received” by us.

Any non-OEM (Original Equipment Manufacturer) extras (including, but not limited to generic boxes, aftermarket straps, and third-party materials) will not increase the offer for your watch. They will not be inventoried and will be disposed of when they arrive at our facility.

Determining Our Offer

We will determine our estimate of the value of your Merchandise using factors that we deem to be appropriate. In order to value your Merchandise, we may need to open the watch and remove gemstones and other items from the watch. You hereby authorize us to open the watch, remove gemstones and other items from the watch, and take such other actions as we deem reasonably necessary to accurately value your Merchandise, including without limitation sending your Merchandise, at no cost to you, to a potential Third-Party Purchaser. You hereby further authorize us to perform our standard preparation service (which may consist of cleaning, basic repairs (as we deem appropriate), accuracy calibration, lubrication and pressure testing), and to photograph your Merchandise. You hereby authorize us to communicate with any potential Third-Party Purchaser regarding you and your Merchandise and to disclose all information provided to or obtained by us relating to you and/or your Merchandise to any potential Third-Party Purchaser. Upon processing your Merchandise, we will notify you by email or other electronic means (an “Offer Notice”) of our offer or of an offer from a potential Third-Party Purchaser of payment for your Merchandise (“Offer”).

Accepting or Rejecting Our Final Offer

You may accept the Offer via the seller portal, which you can access via the link provided in the Offer Notice, within 30 days of the date you receive the Offer Notice. Scorpio Luxury may, in its sole discretion, extend the time for acceptance of an Offer. In order to reject the Offer, you must do so via the seller portal. If you reject the Offer, and do not authorize us to hold your Merchandise for a longer period in order to make you another offer, we will ship your Merchandise to you at the address indicated in our records within fifteen (15) business days at no cost to you, and will insure your Merchandise for the full value of the Offer.

Payment for Your Merchandise

We will issue payment for the Merchandise in the amount stated in the Offer, less any fees owed to Scorpio Luxury as stated in the Offer (the “Purchase Price”), via the method of payment you selected on the seller portal at the address you provided on or before the later of (i) six (6) business days of your acceptance of the Offer or (ii) fifteen (15) days following our receipt of available funds from a Third Party Purchaser (if a Third-Party Purchaser is the purchaser of the Merchandise).

All Sales Final

ALL SALES ARE FINAL. NO REFUNDS, RETURNS OR CREDITS ARE PERMITTED. If you have elected to receive the Purchase Price by check, the transaction is final once Scorpio Luxury has sent a check to the address you provided.

Returned Merchandise; Outbound Insurance; Costs; Insurance

In the event that your Merchandise is returned to you in accordance with these Terms and Conditions, we will ship your Merchandise to you at your address as it appears in our records via the Shipper shipping method of our choosing at our expense, and will purchase insurance coverage through the Shipper for the Merchandise for the full value of the rejected Offer. If a package containing your Merchandise is lost in transit while being returned to you in accordance with these Terms and Conditions, we will file a claim with Shipper and pay you the full amount received by us from the Shipper.

Terms Applicable to the Sale of Merchandise

The following terms and conditions govern any Transaction relating to the sale, or attempted sale, of Merchandise by Scorpio Luxury.

Risk of Loss; International Shipments

All Merchandise sold by Scorpio Luxury is sold pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. For Merchandise shipped to a jurisdiction outside the U.S. or in territories of the U.S., you, as the purchaser, are required to pay customs charges, as well as any associated import tax, VAT, or duties. Scorpio Luxury is unable to provide specific customs charges for each purchase as policies vary greatly by country. You are encouraged to contact your local customs office for pricing estimates. Scorpio Luxury will include a copy of the invoice for the Merchandise with every purchase, and each country will determine applicable fees based upon such invoice. Scorpio Luxury will not label an item as a gift or declare a lesser value on the invoice than the purchase price paid. Scorpio Luxury will issue a refund of the purchase price actually received by Scorpio Luxury, minus all shipping and customs charges incurred as well as a restocking fee in such amount as reasonably determined by Scorpio Luxury, for any Merchandise returned to Scorpio Luxury by customs officials due to you, as the purchaser, refusing such Merchandise at customs.

Returns, Refunds and Title

All returns and refunds are governed by our Return Policy. Scorpio Luxury does not take title to returned items until the item arrives at our location.

Product Descriptions

We attempt to be as accurate as possible. However, we do not warrant that Merchandise descriptions or other content on our site, including, without limitation, pricing information, is accurate, complete, reliable, current, or error-free.

Pricing

Prices for Merchandise sold by us are subject to change at any time, without notice. With respect to items sold by us, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our inventory may be mispriced. If the correct price of an item sold by us is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. We generally do not charge your credit card until after your order has entered the shipping process.

Other Business

We provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Scorpio Luxury does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

You agree to provide current, complete and accurate purchase and account information for all purchases made from us. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

TERMS APPLICABLE TO ALL TRANSACTIONS.

Your Account

If you establish an account on the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Scorpio Luxury does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the Site only with involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Rules Governing Your Use of the Site

You are entirely responsible for any harm resulting from your use of the Site. Scorpio Luxury does not warrant that the function or operation of the Site will be error free, that the Site or the server that makes it available will be free of viruses or other harmful elements. As a user, you assume full responsibility for any costs, expenses, losses, or damages incurred by you in connection, resulting from, or arising out of the use of the Site.

You represent and warrant that:
(i) you will not use the Site for any unauthorized purpose including collecting user names and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications;
(ii) you will not access the Site through the use of scripts, bots or other automated means;
(iii) you will not access the Site through any means other than through the interface that we provide to you or engage in unauthorized framing of, or linking to, the Site unless otherwise specifically authorized by us in a separate written agreement;
(iv) you will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site, including, without limitation, hacking into the Site;
(v) you will not impersonate any other person or entity, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
(vi) you will not circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Intellectual Property (as defined in “Our Intellectual Property Rights” below) or enforce limitations on use of the Site or the Materials on the Site;
(vii) you will not cause to appear any pop-up, pop-under, exit windows, expanding buttons, banners, advertisements or anything else that minimizes, covers or inhibits the full display of the Site.

Accuracy, Completeness and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site.

Except where noted otherwise, the list price, estimated retail price, suggested retail price, or similar price information displayed for Merchandise represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. These prices are a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. We make no representations or warranties as to accuracy or completeness of any pricing or other information included in this Site, and you should not rely on this information. Actual retail prices may vary greatly from those shown in this site. We reserve the right to modify any information from time to time without notice, including, but not limited to, information regarding prices, models, and specifications. We do not assume any responsibility for the accuracy, completeness or authenticity of any information contained in this site, including the estimated retail prices.

You agree that it is your responsibility to monitor changes to our site.

Our Intellectual Property Rights

The Site, all materials on the Site, including, but not limited to the logos, sales copy, images, navigational aids, illustrations, and all of such items that are provided to you in tangible form (the “Intellectual Property”), are owned by and the property of us or our affiliates and licensors and are protected from unauthorized use, distribution and copying by United States trademark law and copyright law, foreign laws and international conventions and other intellectual property laws. In order to use any Intellectual Property, you must obtain our written consent prior to your use. We reserve all rights not expressly granted by these Terms and Conditions.

Electronic Signature

FOR PURPOSES OF THE TRANSACTION, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, RECEIPT OF NOTICES BY E-MAIL OR OTHER ELECTRONIC MEANS, USE OF ELECTRONIC CONTRACTS, AND TO ACCEPT THESE TERMS AND CONDITIONS BY ELECTRONIC MEANS.

Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN OUR LIMITED WARRANTY, ALL INFORMATION, CONTENT, MATERIALS, MERCHANDISE AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU BY US OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING.

EXCEPT AS EXPRESSLY SET FORTH IN OUR LIMITED WARRANTY, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SCORPIO LUXURY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO MERCHANDISE, TRANSACTIONS, AND THE SERVICES PROVIDED BY SCORPIO LUXURY TO YOU, INCLUDING ANY CLEANING, MAINTENANCE OR REPAIR OF YOUR MERCHANDISE.

IN ALL EVENTS THROUGHOUT THESE TERMS AND CONDITIONS, YOU AGREE THAT THE LEGAL LIMIT OF OUR LIABILITY TO YOU FOR ANY CLAIMS OR ACTIONS FOR LOST, DAMAGED, OR DESTROYED MERCHANDISE THAT YOU SENT TO US OR A THIRD-PARTY PURCHASER SHALL NOT EXCEED THE LESSER OF OUR OFFER TO YOU OR $1,000 PER TRANSACTION. NOTWITHSTANDING THE FOREGOING, IF THE MERCHANDISE WE RECEIVE FROM YOU (I) IS MATERIALLY DIFFERENT FROM THE DESCRIPTION OF THE MERCHANDISE YOU PROVIDED TO US, (II) HAS AN ALTERED OR MUTILATED SERIAL NUMBER, OR (III) IS A COUNTERFEIT OR A REPLICA COPY, THEN THE LEGAL LIMIT OF OUR LIABILITY TO YOU FOR ANY CLAIMS OR ACTIONS FOR LOST, DAMAGED, OR DESTROYED MERCHANDISE THAT YOU SENT TO US SHALL NOT EXCEED $100 WITH RESPECT TO SUCH MERCHANDISE.

YOU AGREE THAT WE WILL NOT BE LIABLE FOR (a) INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECULATIVE, OR PUNITIVE DAMAGES, OR LOSS OF PROFIT OR OPPORTUNITY; OR (b) ANY CLAIMS, DEMANDS, OR ACTIONS FOR ANY SUBROGATION CLAIM BROUGHT BY YOUR INSURANCE CARRIER, IN EACH CASE RELATING TO ANY TRANSACTIONS, THE MERCHANDISE, THE SITE, OR ANY OTHER SERVICES PROVIDED BY SCORPIO LUXURY TO YOU, AND YOU EXPRESSLY AND SPECIFICALLY WAIVE ANY SUBROGATION CLAIM ON YOUR BEHALF AS WELL AS ON BEHALF OF YOUR INSURANCE CARRIER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to indemnify, defend, and hold harmless Scorpio Luxury, its officers, managers, members, employees, agents, affiliates, licensors and suppliers (collectively the “Indemnified Parties”) from and against any and all losses, expenses, damages, fines, penalties, and costs, including, but not limited to, reasonable attorneys’ fees, incurred by any of the Indemnified Parties resulting from or arising out of any breach or violation of these terms and conditions by you or anyone acting on your behalf, or as a result of any false or materially misleading information provided by you to Scorpio Luxury (including, without limitation your representations and warranties to Scorpio Luxury regarding ownership of Merchandise and your authority to sell Merchandise to Scorpio Luxury).

Miscellaneous

You hereby acknowledge and agree that you provided to us the email address, physical address, and telephone numbers that are in our records, and it is your responsibility to provide us with any current or updated contact information. You further acknowledge and agree that: (i) any email message that we send to you is deemed to have been effectively received by you and constitutes due notice to you by email; and (ii) any phone message we leave with you, anyone answering your phone, or on your answering machine or service is effectively received by you and constitutes due notice to you by telephone. In the event of any strike, disruption of service, or any other problems that we might encounter with Shipper, we reserve the right in our discretion to replace Shipper with another shipping carrier. Scorpio Luxury is licensed to do business in the State of California and is governed by the laws of the State of California. YOU EXPRESSLY AGREE THAT ANY CLAIMS, LAWSUITS, ACTIONS, DISPUTES, CONTROVERSIES OR OTHER MATTERS AGAINST SCORPIO LUXURY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR BREACH THEREOF SHALL BE SETTLED SOLELY AND EXCLUSIVELY VIA BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION PURSUANT TO THE FEDERAL ARBITRATION ACT, WHICH ARBITRATION SHALL TAKE PLACE IN SUNNYVALE, CALIFORNIA, USA. You expressly agree that any such Arbitrator has personal jurisdiction over you. You waive all defenses of lack of personal jurisdiction and forum non-convenience. You agree that each party shall bear its own attorneys’ fees and expenses. You agree to abide by all decisions and awards rendered in such Arbitration proceedings, and that such decisions and awards rendered by the Arbitrator shall be final and conclusive. You agree that the Arbitrator shall not have the right to award consequential, punitive, speculative, indirect, incidental, special, or exemplary damages. The Arbitrator shall be required to follow applicable law California law. You agree that venue shall be in Sunnyvale, California. All references to days shall refer to business days. Saturdays, Sundays, and federal legal holidays are not included as business days, and if the expiration of any time frame set forth above falls on a Saturday, Sunday, or federal legal holiday, performance will be due on the next business day. Merchandise received after 2:00 p.m., or on any Saturday, Sunday, or federal legal holiday will be considered to have been received on the next business day. All business days will begin at 9:00 a.m. and end at 5:00 p.m. in California on the appropriate day. Notwithstanding any other provision herein to the contrary, we reserve the right to suspend or enlarge any time frame specified above, and/or request additional documents or information from you, in order to comply with any applicable local, state, or federal law, ordinance, or regulation. Furthermore, any time frame set forth above may be suspended or extended in our discretion with or without notice to you in the event that we encounter technical difficulties concerning our website or otherwise, or encounter any other delays attributable to acts of God, including but not limited to fires, hurricanes, and other storms.

In the event that any provision hereof is found to be invalid or unenforceable, the remainder of these Terms and Conditions shall remain valid and enforceable according to their terms. It is expressly understood and agreed that each provision of these Terms and Conditions that provides for a disclaimer of warranties, limitation on liability, or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such. The failure of a party to enforce any applicable provision of these Terms and Conditions, or to require at any time performance by the other party of any provision or obligation hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of these Terms and Conditions or any part hereof, or the right of such waiving party.

Consignment Agreement

THIS AGREEMENT is made on ______________, 20____, by and between _______________________ (“Consignor”), and Scorpio Luxury Corp (“Consignee”).

WHEREAS, Consignor desires to enter into a consignment arrangement with Consignee with respect to certain products; and

WHEREAS, Consignee is willing to enter into a consignment arrangement with Consignor on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows:

1. Appointment and Acceptance. Consignor hereby appoints Consignee on an exclusive basis as an authorized consignee of _________________________________________________ (the “Products”). Consignee shall have the right to obtain and/or retain the rights to act as a consignee and/or distributor of any other products, including products that may compete with the Products. Consignor represents that it is the exclusive owner of the Products free and clear of any restrictions or encumbrances and has the legal right to enter into this Agreement and sell the Products pursuant to the consignment arrangement as stipulated in this Agreement without any restrictions or obligations.

2. Delivery of Consigned Products.

2.1. Deliveries of Products to Consignee on a consignment basis hereunder shall be made at Consignor’s sole expense and all shipments of Products to Consignee shall be F.O.B. Consignee Locations (as defined in Section 3.1). Consignor shall inform Consignee in writing of a way bill number for each shipment of the Products by Consignor to the Locations and shall provide Consignee with such other information as Consignee may reasonably request in order to allow Consignee to track and identify shipments of consigned Products under the terms of this Agreement.

2.2. Upon receipt by Consignee of any Products for consignment, Consignee shall promptly conduct a preliminary incoming inspection of the Products to verify whether Consignee has received the Products reportedly sent to Consignee, and to detect any damage to or deficiencies of the Products. Consignee shall notify Consignor in writing, of any damage to or deficiencies of the Products as delivered, or any other non-conformity, and shall have the right to return damaged or defective Products to the Consignor and terminate this Agreement.

3. Storage and Care of Consigned Products.

3.1. The consigned Products shall be stored at Consignee’s facilities located in California (the “Locations”), and shall be marked to indicate Consignor’s ownership of such Products.

3.2. Consignee shall use reasonable efforts to provide security for the consigned Products at the Locations; however, Consignor accepts and agrees that Consignee shall not be responsible for any loss or damage to Consignor, or for any loss, casualty, theft, or damage to the Products, regardless of the cause thereof.

3.3. Title to all Products shall be retained by Consignor unless and until such Products are withdrawn from the consignment inventory by Consignee and sold to the end customers.

3.4. The Products may be covered by Consignee’s insurance while at the Locations, but Consignee shall have no obligation to insure the Products and Consignor shall bear the entire risk of loss or damage to the Products at all times prior to the sale of the Products as provided under the terms of this Agreement.

3.5. Consignee has the right, upon written notice to Consignor, to return to Consignor, at Consignor’s sole expense (F.O.B. Consignee Locations), any consigned Products that Consignee has not withdrawn from the consignment inventory.

4. Withdrawal of Consigned Products for Purchase by Consignee.

4.1. Title. Title to the Products shall pass to the end customers when Consignee withdraws such Products from the consignment inventory and sells them to the end customers. Consignee shall promptly notify Consignor in writing of the sale of the Products withdrawn from the consignment inventory.

4.2. Prices. The prices for Products sold to end customers under this Agreement shall be no lower than $[_______________________] per unit. Consignee has the sole discretion to determine the prices sold to the end customers.

4.3. Payment. Payments shall be due and payable by Consignee within [45] days following the sale of the Products to end customers, after deducting a consignment fee of [_____]% of the sales prices of the Products and any taxes and withholding that the Consignee is required by laws to pay or withhold from the payments.

5. Product Warranty; Defective Products. Consignor warrants that the Products will be free from defects in design, materials, and workmanship for a period of [NUMBER] months from the date of purchase by an end customer. Consignor warrants that the Products are merchantable and fit for their intended use and that the Products will perform in conformance with the specifications and documentation provided with the Products. Consignor agrees that such warranties are made for the benefit of Consignee, its customers and dealers, and any end customers of the Products. Consignee may, at Consignor’s sole expense, return Products to Consignor that are found to be defective for immediate credit of the amount of the purchase price of such Products plus all shipping charges incurred by Consignee in returning the defective Products.

6. Term and Termination.

6.1. Term. Unless earlier terminated as provided herein, this Agreement shall have an effective period of [_________ months] commencing on the effective date.

6.2. Termination for Breach. For purposes of this Agreement, a party shall be in default if: (i) it materially breaches a term of this Agreement and such breach continues for a period of ten (10) days after it has been notified of the breach, or (ii) it shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets (and such receiver is not discharged within 30 days), or shall avail itself of or become subject to any proceeding under the Federal Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors. Upon the occurrence of an event of default as described in the previous sentence, the party not in default may immediately terminate this Agreement by giving written notice to the party in default.

6.3. Termination for Convenience. Notwithstanding anything herein to the contrary, this Agreement may be terminated by either party, for any reason or no reason, at any time upon at least thirty (30) days written notice to the other party.

6.4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Consignee shall return to Consignor, at Consignor’s sole expense (F.O.B. Consignee Locations) all consigned Products still in Consignee’s possession that Consignee has not withdrawn from the consignment inventory. Consignor will also pay Consignee a stock fee of $_______________ for each consigned Product unless this Agreement is terminated by Consignee for convenience.

6.5. Survival. All terms and conditions which by their nature are intended to survive termination of this Agreement shall survive to the extent necessary to preserve the rights and expectations of the parties hereto.

7. Indemnification. Consignor shall defend, indemnify, and hold harmless Consignee, its officers, directors, employees, counsel, agents, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including attorneys’ fees and costs), or other losses arising out of, or resulting in any way from the Products. This duty to indemnify Consignee and the parties identified in the previous sentence shall be in addition to the warranty obligations of Consignor.

8. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT OR GROSS NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

9. Miscellaneous.

9.1. Assignment. Consignor shall have no right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Consignee.

9.2. Choice of Law. This Agreement shall be governed by and construed according to the laws of the State of California. Both parties agree hereby to submit to the jurisdiction of the federal and state courts of California and to venue of Santa Clara county with respect to any legal actions arising out of this Agreement.

9.3. Entire Agreement; Amendment and Modification. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any other agreements, express or implied, between the parties with respect to the subject matter. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the parties.

9.4. Notices. Upon execution of this Agreement, the parties hereto shall designate to the other in writing that party’s authorized representative for all matters relevant to this Agreement, and the parties may change such representatives at will upon written notice to the other. All written notices required under this Agreement shall be delivered to the addresses for each party set forth above until such address for notices is changed by notice provided in the manner required herein. The authorized representatives may require that copies of any such notices be sent to an authorized representative at a different address.

9.5. Withholding Payment. In the event that any legitimate dispute arises out of this Agreement, Consignee shall have the right to withhold any payment to Consignor.

9.6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; however, this Agreement shall be of no force or effect until executed by both parties.

9.7. Confidential Disclosures. Consignor shall not disclose to the other any information regarded as confidential information by Consignee.

9.8. Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or any other provision hereof.

9.9. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each party, its successors and assigns.

9.10. Severability. A judicial determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.

9.11. Relationship of the Parties. Regarding all matters relating to this Agreement, this Agreement creates an independent contractor relationship between the parties. Nothing contained in this Agreement shall be construed to: (i) give any party the power to direct and control the day-to-day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking.

Order Form

Welcome, and thank you for choosing Scorpio Luxury Corp (“Seller”) as your purveyor of high-end timepieces. This Order Form (“Order Form” or this “Agreement”), sets forth the terms and conditions under which Seller and/or its affiliates (“our”, “us” “we”) will provide to the person/entity identified below (“Customer” or “you”) the specified products identified below (the “Products”). Seller has no obligations or duties to Customer other than the obligations expressly set forth in this Order Form.

ORDER INFORMATION

Please be advised that while we do not manufacture watches ourselves, we source our products from trusted vendors with a proven record of authenticity. Consequently, WE ARE UNABLE TO MAKE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS WHATSOEVER ABOUT THE PRODUCTS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Please be informed that there is a processing time associated with obtaining and shipping the products from our vendors. Your understanding and patience are greatly appreciated as we work diligently to fulfill your order promptly.

All Products are deemed non-returnable, except in cases of material deficiencies. To ensure your satisfaction, we extend an invitation for you to open the boxes and thoroughly examine the Products at our store or any other mutually agreed location, taking as much time as needed to identify any material deficiencies. For transparency, the box opening process, including your presence, will be recorded via video to maintain a comprehensive record of the Products being delivered. Upon completion of the box opening and in the absence of identified material deficiencies, the Products will be deemed accepted by you. You have no right to return the Products after the Products are deemed accepted by you.

No orders can be canceled once they are placed unless expressly agreed upon by Scorpio Luxury Corp. In the event that a cancellation is approved, a cancellation fee of ____% of the total price (before tax) will be applied.

Please also read the terms and conditions in the “Other Order Terms” below before you accept this Order Form.

ORDER DETAILS

Effective Date: _____________, 20____

Payment term: Immediate

Billing method: Pay Upfront

Delivery point: Seller’s store located at ________________________, or any other place as notified by Seller to Customer

ORDER ORDER TERMS

1. Products purchased under this Order Form are NON-RETURNABLE by Customer and the fees paid or payable for the Products purchased under this Order Form, including without limitation, any deposits, are NON-REFUNDABLE except for cancellation of this Order Form by Seller.

2. No orders can be changed once they are placed unless expressly agreed upon by Seller. In the event that a change to the Order Form is approved by Seller, a one-time change fee of $__________ will be applied.

3. If there are multiple items, Seller may, in its sole discretion, without liability or penalty, make partial delivery of Products to Customer. Each delivery will constitute a separate sale, and Customer shall pay for the Products that are ready at the Delivery Point whether such delivery is in whole or partial fulfillment of the Order Form.

4. Seller reserves the right to cancel certain items of Products in the Order Form due to availability or other unforeseen issues. In such cases, Seller will promptly notify Customer of the cancellation and refund the money paid for the canceled item within 15 days from the date of sending out the notice of cancellation. Seller reserves the right to terminate this Order Form at any time without any liability to Customer if Customer does not pay for the Products in full timely.

5. Customer shall take delivery of the Products within 5 days of Seller’s written notice that the Products have been delivered to the Delivery point. If for any reason Customer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Products until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

6. Customer will maintain complete and accurate billing and contact information with Seller. This information will be utilized for calculating sales taxes and facilitating tax reporting. Customer acknowledges and agrees to indemnify Seller against any costs, expenses, or damages incurred due to inaccurate billing and contact information provided by Customer.

7. All prices in the “Unit Price” column are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues or gross receipts. The “Tax Rate” and “Total Tax” provided are Seller’s good-faith estimate and Seller reserves the right to request payment for any tax deficiency that may arise.

8. Customer will be responsible for all costs of collection (Including attorney’s fees and costs) if Customer doesn’t pay any amounts when due. In the event of late payment, a late fee of 1.5% per month will also be applied to the outstanding amount.

9. Customer shall indemnify and hold Seller and its officers, directors, employees and agents harmless from any damages, loss, cost, or liability (including reasonable legal fees and the cost of enforcing this indemnity) relating to any claim of a third party or Seller arising out of or occurring in connection with the Products purchased from Seller or Customer’s negligence, willful misconduct, or breach of this Order Form.

10. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Products, wherever located, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under Division 9 of the California Uniform Commercial Code.

11. Customer agrees to keep all non-public, confidential, or proprietary information of Seller confidential and shall not disclose such information to any third party without Seller’s consent, including without limitation, the price information of the Products.

12. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS ORDER FORM, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER OR $5,000, WHICHEVER IS LESS.

14. Seller’s relationship with Customer shall, during the term hereof, be solely that of independent contractor. This Order Form is not intended to create, nor shall it be construed as creating a partnership, agency or joint venture between Seller and Customer.

15. This Order Form shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Customer irrevocably and unconditionally submits to the exclusive jurisdiction of the US District Court for the Northern District of California or the courts of the State of California sitting in Santa Clara county and agrees to bring any such action, litigation, or proceeding only in such courts.

16. Customer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Seller may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Customer’s prior written consent.

17. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person/entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.