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TERMS OF SALE AGREEMENT
This TERMS OF SALE AGREEMENT (“Agreement”) is made as of
, by and between Caleel+Hayden, LLC, a Delaware limited liability company doing business as Glo Skin Beauty (“Glo Skin Beauty”) and
(“Buyer”) to set forth the terms under which Buyer will purchase products from Glo Skin Beauty. Each of Glo Skin Beauty and Buyer may be referred to herein as a “Party” and collectively as the “Parties.”
1. Orders. All sales of Glo Skin Beauty’s products (“Products”) to Buyer shall be made pursuant to the terms and conditions hereof. Buyer shall order Products from Glo Skin Beauty by issuing and delivering a purchase order to Glo Skin Beauty using Glo Skin Beauty’s then current form purchase order. No order of Products shall be binding upon Glo Skin Beauty until Glo Skin Beauty acknowledges and confirms receipt and acceptance of a purchase order in writing. Updated Glo Skin Beauty purchase orders shall be provided to Buyer from time to time. Once accepted by Glo Skin Beauty, orders cannot be cancelled by Buyer.
2. Prices. Prices for Products are as set by Glo Skin Beauty from time to time and are subject to change without notice. Price lists shall be provided to Buyer, and the price list in effect at the time Glo Skin Beauty accepts any Product order by Buyer shall be controlling. Unless otherwise included in the price list, all prices shall be exclusive of all tariffs, taxes, insurance, shipping, freight, and delivery charges, for which Buyer shall be solely responsible.
3. Payment Terms. All Product orders must be paid prior to delivery by either check, ACH direct withdrawal, Visa, MasterCard or American Express, unless other specific payment terms have been agreed to and accepted by Glo Skin Beauty. A $2.00 fee applies to all ACH withdrawals. There will be a $25.00 fee for returned checks and returned ACH payments. If Buyer fails to pay for a Product order prior to delivery, then without limiting any other rights and remedies available to Glo Skin Beauty under the law, in equity, or under this Agreement, Glo Skin Beauty may (i) suspend production, shipment and/or deliveries of any or all Products purchased by Buyer, or (ii) by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of the Agreement not then fully performed, whereupon Glo Skin Beauty may cancel all further deliveries, and any amounts unpaid hereunder shall immediately become due and payable.
4. Shipments. All shipments shall be F.O.B. Glo Skin Beauty’s offices in Denver, Colorado. Buyer shall pay all costs and expenses incurred F.O.B. point of shipment, including, tariffs, taxes, insurance, shipping, freight, and delivery charges, unless other specific shipping terms have been agreed to and accepted by Glo Skin Beauty. Delivery to the applicable carrier constitutes delivery to Buyer. Glo Skin Beauty shall not be liable for any delays in delivery.
5. Risk of Loss. It is Buyer’s responsibility to seek compensation from the carrier for damaged or missing freight. Glo Skin Beauty shall not be responsible for any claims or damages resulting from a delay in delivery or failure to perform that results from governmental regulations, strike, lockouts, accident, fire, delays in manufacturing, transportation, acts of God, or any other causes beyond the control Glo Skin Beauty. In case of partial or complete destruction of goods, Glo Skin Beauty is excused unless destruction is due to Glo Skin Beauty’s own negligence.
6. Sales. Buyer may not use and shall not sell the Products to or for the benefit of any person who is not an end-user consumer. Buyer may not and shall not resell Products to any other person or entity (including affiliates, subsidiaries, or other organization of which Buyer is an owner or member) without prior written consent of Glo Skin Beauty, which consent may be withheld at the sole discretion of Glo Skin Beauty. Buyer may sell the Products to end-user consumers through a website dedicated to the marketing and sale of the Products approved by the Company in its sole and absolute discretion (“Website”). Distributor is specifically prohibited from using any kind of online marketplace (e.g. Amazon.com, eBay.com, or Etsy.com) as its Website.
7. Trademarks; Advertising. Buyer may not use any Glo Skin Beauty trademarks or trade names or the name of any Product or any derivation of the name of any Product (including trademarks and trade names of the manufacturer of the Product) as part of Buyer’s firm, corporate, or business name, or for advertising or marketing purposes without the prior written consent of Glo Skin Beauty. Buyer shall not modify the Products or the packaging of the Products. Specifically, Buyer shall not remove the Products from the containers in which the Products are shipped. Buyer shall not package the Products with any other goods other than those of Glo Skin Beauty. Buyer shall not make representations that extend beyond what is represented by the manufacturer of the Products
8. Termination. Glo Skin Beauty may terminate this Agreement and sales to Buyer at any time for any reason. Upon termination, Glo Skin Beauty will no longer sell any further Products to Buyer, and Buyer may only use signs or designations containing any trademarks, trade names or product names referencing Glo Skin Beauty or the Products for a reasonable time thereafter in order to sell remaining Products to end-user consumers. GLO SKIN BEAUTY SHALL NOT BE LIABLE TO BUYER FOR COMPENSATION, REIMBURSEMENT, LOSS OF PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENT, OR LOSS OF LEASE, COMMITMENTS IN CONNECTION WITH THE BUSINESS, GOODWILL OF BUYER, OR ANY OTHER ACTUAL OR POTENTIAL DAMAGES WHATSOEVER AS A RESULT OF ANY TERMINATION.
9. Returns. All sales are final. Buyer shall inspect the Product immediately upon delivery. If Buyer discovers damaged Product or a shortage in shipment, Buyer must report same in writing within 48 hours of delivery to Glo Skin Beauty in order to receive credit. All returns require a Return Authorization Number and/or label from Glo Skin Beauty’s Returns Manager (800.232.0398 x3452). The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer, and Buyer is barred from any remedy. All returns must be shipped back to Glo Skin Beauty at Buyer’s expense (except returns of misshipped or damaged Product). All other returns are subject to a 25% restocking fee. All goods returned must be clean, free of price tags and packed neatly. Glo Skin Beauty has the right to refuse any returned goods or to credit Buyer with the lesser amount paid, if the goods are damaged through improper packing or improper display methods.
10. Warranty. Glo Skin Beauty makes no representation or warranty of any kind, express, or implied (either in fact or by operation of law), with respect to merchantability, fitness for particular purpose, or any other matter. Buyer’s sole remedy for any claim against Glo Skin Beauty of any kind, including, but not limited to, claim of negligence or claim of liability based on a defect, whether discoverable or latent, with respect to any product furnished to Buyer shall be limited to the replacement of goods or credit against future Product purchases.
11. Assignability. This Agreement shall not be assignable by Buyer without Glo Skin Beauty’s written consent.
12. Limitation of Damages. In no event shall Glo Skin Beauty by liable for (i) special, indirect, consequential, or punitive damages, including but not limited to labor costs incurred by Buyer or (ii) any damages whatsoever resulting from loss of use or profits arising out of or in connection with the goods sold hereunder. In no event shall Glo Skin Beauty’s liability exceed the purchase price of the goods in question.
13. Waiver. No waiver of any claim or right arising under this Agreement will be effective unless the waiver is in writing and signed by the waiving party.
14. Law; Disputes. This Agreement and the sales of Products are governed by laws of the State of Colorado. Applicable sales tax for the state of receipt of shipment shall be charged on all orders unless appropriate and current sales tax certificates are on file with Glo Skin Beauty. The defaulting party shall be responsible to reimburse the prevailing party for all costs and expenses, including reasonable attorney fees, incurred in enforcing the terms of this Agreement.
15. Email Opt-In. By accepting these terms of service agreement you are consenting to opt in to glo's email marketing list. You may opt out at any time by clicking the Unsubscribe link from any glo marketing email.
16. Entire Agreement. The Parties intend this writing to be the final expression of the terms of their agreement and further intend that this writing be the complete and exclusive statement of all the terms of their agreement. The terms and conditions set forth herein shall take precedence over and supersede any terms and conditions that may be contained in any other prior agreement used by the Parties.