General Terms and Conditions of Sale

PRICES AND TERMS OF PAYMENT
1. Publication/Acceptance. Prices of Products are published separately. The acceptance of all orders is subject to the approval of Seller’s credit department.
2. Price at Time of Shipment. Invoices shall contain prices in effect at the time of shipment.
3. Taxes. Taxes, including import and export duties and similar fees or expenses, value-added, sales, use, excise, transfer, transport or other tax, tariff or duty of any sort imposed by any governmental authority (collectively “Taxes”) are not included in the selling price. The Customer shall be responsible for and pay all Taxes which apply to each order. The prices of all Products automatically shall be increased by the amount of such Taxes, whether or not a credit for such Taxes is available pursuant to any treaty that now or hereafter may be in effect.
4. Prices – F.O.B. Point of Shipment. Prices and terms of sale shall be established by Seller from time to time. All prices shall be F.O.B. point of shipment. All prices and terms of sale shall be subject to change by Seller, without advance notice. Notice of any changes in prices or terms of sale shall be posted on Seller’s web site. From time to time, the point of shipment may change, subject, however, to the (i) consent of Seller and (ii) agreement of Customer to pay for any increases in shipping costs in advance that may result from such change.
5. Time of Payment. All payments for Products are to be made as of the date the order for a Product is placed by the Customer on Seller’s web site.
6. Payment – Type of Order. All orders delivered outside the continental Unites States (an “Overseas Order”) shall require payment by an accepted electronic payment method (PayPal, Venmo, etc.; hereinafter an “Acceptable Electronic Payment”) or credit card deemed acceptable by Seller. Payment for all orders delivered within the continental United States (“Domestic Orders”) shall be by credit card or other method, including an Acceptable Electronic Payment, as Seller shall deem acceptable. All payments shall be made in U.S. dollars. Exchange rate risk shall be the responsibility of Customer.
Orders
1. Placement. Orders shall be placed on Seller’s web site.
2. Acceptance. Orders will be accepted only upon these Terms and Conditions.
3. Right to Reject Orders. Seller reserves the right to reject any order, even after acceptance thereof.
4. Cancellation of Orders.
  1. Prior to Shipment. If Customer cancels an order prior to initial shipment of any portion of such order, Seller may charge Customer Seller’s then effective re-stocking fee.
  2. Cancellation Restrictions. Notwithstanding the provisions of clause (1) above to the contrary, there shall be no cancellation of any order within thirty (30) days of any proposed shipping date. Any pre-paid fees, costs or expenses already received by Seller with respect to any canceled order shall be retained by Seller to compensate Seller for expenses incurred by Seller with respect to such cancelled order.
  3. Delivery Schedules. Delivery schedules shall be established by Seller at the time an order is entered into Seller’s system. Seller shall use its best efforts to meet Customer’s desired shipping date, but shall not incur any liability for any damages, whether incidental, limited, special, consequential or otherwise, due to any delay or failure to deliver on such date for any reason. Customer hereby acknowledges that delivery information furnished by Seller represents only an estimate of the date for Product shipment.
SHIPMENT/DELIVERY
1. Time of Delivery. The time of delivery set by Seller is an estimated date for shipping from the plants or warehouses of Seller. Seller shall not be liable for any direct, indirect, special consequential, incidental or other damages, including but not limited to bodily harm, death, loss of use, income, profit, or production, increased cost of operation, spoilage of or damage to material or claims for infringement or any intellectual property or trade secrets of any third party (collectively, “Damages”) for delays in delivery caused by any reasons beyond its control, including acts of God, terrorist acts, casualty, civil disturbance, labor disputes, transportation or supply difficulties, any interruption at Seller’s facilities, or act of any foreign or domestic government or quasi government agency. The time for delivery shall be extended during the continuation of such condition and for such time thereafter as may be necessary to accomplish shipping in accordance with Seller’s customary shipping practices.
2. F.O.B. Shipments. All shipments are F.O.B. Seller’s plants or warehouses from which products are shipped.
3. Packaging/Shipping Carrier. Seller shall determine how to pack and ship Products. All shipments shall comply with U.S. law related to the shipment of Products such as the Products. Any Product order which constitutes an Overseas Order shall be subject to all applicable rules and regulations of the applicable jurisdiction. Customer shall be responsible for compliance with all applicable rules and regulations of the jurisdiction where the Product is to be shipped, including, without limitation, obtaining and maintaining in full force and effect all requisite licenses, permits and authorizations related to the receipt of Products such as the Products.
4. In Stock Shipment. If any Products are to be shipped from in-stock Product supply of Seller, the quantity and date of shipment are dependent upon availability of such Products at Seller’s facility as of the requested date of shipment.
5. Premium Rate Services. Premium rate services such as express rail or airfreight, etc. will be utilized only (i) when specified by Customer and (ii) upon receipt by Seller of pre-payment therefor, whether pursuant to an authorization of Seller to utilize Customer’s overnight shipping account or otherwise. If Customer does not provide Seller with Customer’s overnight shipping account number, then shipping charges for any order shall be (x) added to the invoice for the Products included in such order and (y) paid by Customer in accordance with the payment terms described in SECTION 1 above.
6. Quantity Any discrepancy in shipment quantity must be reported to Seller within five (5) working days of receipt by Customer of the order which is the subject of such discrepancy.
7. Title/Risk of Loss. Title to all Products shipped to Customer and risk of loss therefor shall pass to Customer when such Products are placed on board at the shipping agent’s facilities. Following such placement, Seller shall have no further risk or liability with respect to such Products.
8. No Insurance. Unless specifically requested otherwise in writing, by delivering an order to Seller, Customer hereby acknowledges there will be no separate insurance purchased to cover the Products that are the subject of such order.
RETURNS
1. Condition. All Products to be returned shall be (i) in a condition suitable for resale by Seller and (ii) subject to inspection by Seller before any return, exchange or credit is accepted or provided, as applicable; provided, however, any Product returned as a result of the failure of Customer to be satisfied with the Product may be returned in a condition not suitable for resale.
2. Shipping Charges. Seller shall pay shipping charges related to any Product returns.
3. Credit or Refund. At the option of Customer, Products accepted for return by Seller as described above shall be eligible for a refund of the actual purchase price paid by Customer for the Product, less any re-stocking or other fees which may be charged by Seller as described in SECTION 2(d) above. Customer shall elect such option on Seller’s web site when advising Seller of the proposed return.
SATISFACTION GUARANTEE
1. Satisfaction Guaranteed. Seller guarantees complete satisfaction (the “Satisfaction Guaranty”) with the claims made with respect to each Product on Seller’s web site. If Customer is not satisfied a Product purchased by Customer performs in accordance with the claims made with respect to such Product on Seller’s web site, then Customer may return the applicable Product(s) as described in SECTION 4 above. All Satisfaction Guarantee claims must be submitted to Seller within thirty (30) days after delivery of the applicable Product to Customer. Any Satisfaction Guarantee claims that do not comply with the terms set forth in the preceding sentence shall be deemed to have been waived.
2. Limitations. To the extent applicable to Products as described in clause (a) preceding, Seller’s sole obligations under this Satisfaction Guarantee shall be as described in SECTION 4 above. The Satisfaction Guarantee shall not apply and automatically shall be void with respect to any Product or portion thereof which has been subject to misapplication or neglect, including but not limited to improper storage.
3. NO OTHER GUARANTEE. THE FOREGOING SATISFACTION GUARANTEE IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OBLIGATION OR LIABILITY OF ANY KIND OR NATURE WHATSOEVER. SELLER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN ADDITION, SELLER MAKES NO REPRESENTATION OR WARRANTY THAT ANY PRODUCT DOES NOT INFRINGE ON ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY OF NON-INFRINGEMENT.
4. No Liability for Damages. Seller shall not be liable for any other Damages, arising in connection with the sale, use of, inability to use, or the replacement of any Products.
5. Other Disclaimers. Customer acknowledges that (i) the Satisfaction Guarantee does not apply to any claims regarding whether any particular Product is suitable for any specific skin, hair or body type, (ii) no representations or warranties are made by Seller regarding whether Customer might have a negative reaction to any Product and Seller shall have no liability for any Damages suffered by Customer as a result of any such negative reaction, and (iii) Customer is solely responsible for choosing which Product(s) would be beneficial, or useful to and safe for Customer. In addition, Seller makes no representation or warranty whether there may be any legal limitations on the purchase or use of any Products in the jurisdiction in which Customer either purchases or uses any Products. By placing an order for Products, Customer accepts full responsibility for determining the legality of the purchase and/or use of any Products in the jurisdiction in which Customer either resides, purchases or uses any Product.
STATUTE OF LIMITATIONS
Any action by Customer pertaining to any Products sold hereunder must be instituted within one year after accrual of the claim upon which the action is based.
GENERAL
1. Change Without Notice. These terms and conditions are subject to change without notice. Customer shall bear all responsibility for determining which Products are or may be affected by any such changes.
2. No Amendment by Customer Forms. These terms and conditions shall not be amended or superseded by any terms or conditions set forth on any form utilized by Customer to place any order, and by placement of and payment for each order, Customer hereby acknowledges that Seller shall not be bound by any such terms or conditions.
3. Representations and Warranties. By placement of each order, Customer shall be deemed to represent and warrant to Seller as follows, which representations and warranties shall survive delivery of each order:
4. Utilization; Shipment. The Products which are the subject of each order only shall be (i) utilized for the purpose for which they are purchased and not in violation of any applicable law or treaty, and (ii) shipped to and/or utilized in a state or country where such shipment and use is permissible under applicable law.
5. Resale. The Products which are the subject of such order shall not be re-sold by Customer to a third party.
6. Indemnity. Customer shall indemnify Seller from and against any and all losses, costs, Damages and liabilities suffered by Seller as a result of any breach by Customer of any of the representations or warranties set forth above.
7. Amendment. Seller has the right to amend these Terms and Conditions or the Satisfaction Guarantee at any time and from time to time. All such amendments shall be posted on Seller’s web site. Customer shall not receive any other notice of any such amendments.
8. Placement of Order-Authorization/Undertaking. Placement of any order by Customer shall be deemed to be an undertaking by Customer to review Seller’s web site on a regular basis so as to keep apprised of any changes in the Terms and Conditions, Satisfaction Guarantee.