Terms of Use & B2B Agreement

1. Business-to-Business (B2B) Platform Focus

NESOU OPTICAL operates exclusively as a wholesale supplier and private label manufacturer. This website and its services are strictly intended for use by businesses, opticians, eye care professionals, and authorized retailers.

• By creating an account, you represent and warrant that you are purchasing products for commercial, resale, or professional use, and not for personal, family, or household use.
• Consumer protection laws intended solely for individual consumers may not apply to transactions conducted on this platform. Commercial transactions are governed by the Uniform Commercial Code (UCC) in the US and applicable provincial commercial codes in Canada.

2. Account Registration and Security

To access pricing and place orders, you must register for an approved commercial account.

• You agree to provide accurate, current, and complete corporate information during registration and keep it updated.
• You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• We reserve the right to suspend or terminate accounts, refuse service, or cancel orders at our sole discretion if we suspect fraudulent activity or unauthorized consumer use.

3. Products, Pricing, and Orders

We strive to display our eyewear and accessories accurately; however, we do not guarantee that colors or details will exactly match the physical product due to variations in display monitors.

• Pricing: All prices are displayed exclusive of shipping, handling, and applicable taxes or customs duties. Prices and availability are subject to change without notice.
• Order Acceptance: An order is not binding upon us until we accept it. We reserve the right to limit quantities or cancel orders prior to shipment.
• Taxes & Duties: For cross-border shipments between the US, Canada, or international destinations, you as the importer of record are responsible for all applicable customs duties, tariffs, and taxes.

4. Intellectual Property

All content on this website—including text, graphics, logos, images, product designs, and software—is the exclusive property of NESOU OPTICAL or our suppliers and is protected by United States, Canadian, and international copyright and trademark laws.

You may not systematically extract, copy, or re-utilize parts of the website without our express written consent. Private Label clients maintain rights to their own submitted logos, granting us a limited license solely to manufacture their requested products.

5. 2-Year Product Warranty & Disclaimers

Product Warranty: We stand behind the quality of our eyewear. All physical products purchased directly through our B2B platform are covered by a 2-Year Limited Manufacturer's Warranty against defects in materials and workmanship from the date of original purchase. This warranty does not cover normal wear and tear, scratched lenses, accidental damage, or misuse.

Website & Service Disclaimer: EXCEPT FOR THE EXPRESS PRODUCT WARRANTY OUTLINED ABOVE, THE WEBSITE AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NESOU OPTICAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT REGARDING THE PLATFORM ITSELF.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW (INCLUDING CALIFORNIA AND CANADIAN LAW), NESOU OPTICAL, ITS DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION ARISING FROM YOUR USE OF THIS SITE OR PURCHASE OF PRODUCTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall our total aggregate liability to you for all damages, losses, and causes of action exceed the total amount paid by you for the specific products causing the claim.

7. Indemnification

You agree to indemnify, defend, and hold harmless NESOU OPTICAL and its officers, directors, employees, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of your violation of these Terms of Use, your use of the website, or your resale/distribution of our products.

8. Dispute Resolution & Governing Law (USA & Canada)

For United States Users (Including California Residents): These Terms are governed by the laws of the State in which our primary US business entity is registered, without regard to conflict of law principles. Any dispute shall be resolved exclusively through binding arbitration rather than in court, except that you may assert claims in small claims court if they qualify. Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

For Canadian Users: These Terms are governed by the laws of the Province in which our primary Canadian operations are based (or Ontario, if non-resident), and the federal laws of Canada applicable therein. You attorn to the exclusive jurisdiction of the courts of that Province.

9. California Specific Disclosures

Accessibility: We are committed to making our website accessible. If you have difficulty accessing our site, please contact us.
California Civil Code Section 1542: By agreeing to these Terms, you waive your rights under California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

10. Modifications to Terms

We reserve the right to make changes to our website, policies, and these Terms of Use at any time. Your continued use of the website following the posting of changes constitutes your acceptance of such changes.