TERMS AND CONDITIONS FOR SALES OF BIOPROGRAMMING PRODUCTS
1. APPLICATION OF TERMS AND CONDITIONS
These Terms and Conditions For Sales of Bioprogramming Products (hereinafter “Med Spa T&Cs”) shall apply to all sales of Bioprogramming products manufactured by the Lumielina group by a Med Spa which has executed these Med Spa T&Cs (hereinafter “Med Spa”) and has purchased Bioprogramming products for resale from the official distributor of Lumielina’s Bioprogramming products (hereinafter “Distributor”), as listed on the signature page of these Med Spa T&Cs.
2. PURPOSE
The purpose of these Med Spa T&Cs is to prevent Bioprogramming products from being sold by any distribution method other than through in-store Med Spa direct sales to individual consumers by the Med Spa which has agreed to these Med Spa T&Cs.
3. REGISTRATION OF MED SPA INFORMATION
Prior to the commencement of selling Bioprogramming products at Med Spa, a representative of the Med Spa shall agree to these Med Spa T&Cs and provide Lumielina with all relevant information to register said Med Spa including but not limited to Med Spa name, address, phone number, email, and contact person by filling in the signature page of these Med Spa T&Cs.
Lumielina may, at times, directly provide Med Spa with information regarding Bioprogramming Products as well as other products and services made and sold by Lumielina to the address given on the signature page of these Med Spa T&Cs.
4. CHANGING OF MED SPA INFORMATION
In the event that there is any change in the registered Med Spa information, including, but not limited to a change in address, phone number, etc., Med Spa shall promptly notify, in writing, both Distributor and Lumielina regarding said changes.
Neither Lumielina nor Distributor shall bear any responsibility for any damages resulting from Med Spa’s failure to notify either Lumielina or Distributor of any change in the Med Spa’s registration information.
5. QUALITY ASSURANCE OF PRODUCTS
Lumielina warrants that the Bioprogramming Products it supplies shall be materially free of any major defect.
Lumielina shall not be liable in any circumstances should the following conditions occur:
(a) If the Limited Warranty period on any Bioprogramming product has expired.
(b) For any Bioprogramming product which does not have a stated Limited Warranty that has been at the Med Spa for more than thirty (30) days.
(c) Any damage to Bioprogramming Products due to negligent handling or improper use.
(d) For any quality control issues which can be directly attributable to the negligence of Distributor or Med Spa.
(e) Damage to Bioprogramming products due to fire, earthquake, flood, storm, other natural disasters, environmental damage, or use with improper voltage.
(f) Damage due to storage of Bioproramming products in a humid location for an extended period of time by Distributor or Med Spa.
(g) Damage due to any other reason that is not directly attributable to the gross negligence of Lumielina.
Lumielina will not accept returns of any kind, unless the Bioprogramming products arrive damaged.
Upon receipt of the shipment of Bioprogramming products, Med Spa shall promptly inspect such shipment to determine whether any part of said shipment fails to conform, including, but not limited to any damage sustained during transit, and/or missing or incorrect goods. In the event of such failure, the Med Spa shall inform Distributor, and Distributor shall promptly notify Lumielina within seven (7) days of receipt of Med Spa’s shipment of the Bioprogramming Products. In said situation, Med Spa shall return the non-conforming part of the shipment directly to Lumielina and shall notify Distributor that it is doing so. Said Med Spa shall prepay the transportation charges to return the non-conforming portion to Lumielina.
In the event that the claim made by the Med Spa through the Distributor in accordance is reasonably justifiable, Lumielina shall within seven (7) days of its findings of the claim, replace the defective Bioprogramming products free of any charge and shall reimburse Med Spa the amount of shipping charges paid by Med Spa to return the defective Bioprogramming Products to Lumielina.
6. SUSPENSION OF GRANT TO SELL BIOPROGRAMMING PRODUCTS
Should Lumielina, in its own discretion, determine that any of the following conditions apply to Med Spa at any point after signing these Med Spa T&Cs, Lumielina reserves the right to, and may immediately suspend and/or rescind Med Spa’s grant to sell Bioprogramming products:
(a) If the Med Spa is not located in or moves to any location outside of the United States of America.
(b) If any false information is provided regarding the Med Spa.
(c) If the Med Spa cannot generate substantial in-store Med Spa sales, and/or shows no willingness to promote the value of Bioprogramming products in the Med Spa.
(d) If it is determined that Med Spa has breached these Med Spa T&Cs.
(e) If Lumielina is unable to contact Med Spa by telephone, email or any other means.
(f) If Lumielina determines, in its own discretion, that Med Spa should no longer be allowed to sell Bioprogramming products for any reason.
Should Lumielina suspend and/or rescind Med Spa’s grant to sell Bioprogramming products, Lumielina shall bear no responsibility for any damages suffered by a Med Spa or any third party due to the Med Spa’s inability to sell Bioprogramming products.
Should Med Spa commit any of the following acts, it shall be liable for any damages incurred by Lumielina and/or Distributor as a result of Med Spa committing said acts:
(a) Any act which obstructs Lumielina and/or Distributor business such as by maliciously accessing Lumielina’s and/or Distributor’s website or sending a harmful computer program or virus to said website.
(b) Any act of infringing on the intellectual property rights of Lumielina and/or the Bioprogramming products handled by Med Spa.
(c) Any act which damages the credibility or reputation of Lumielina and/or the Bioprogramming brand.
(d) Any other act of which can be construed to mean a violation of these Med Spa T&Cs.
7. PURCHASE OF BIOPROGRAMMING PRODUCTS, CONDITIONS OF SALE, AND PROHIBITED SALES ACTIVITIES
Unless otherwise authorized by Lumielina, Med Spa shall only purchase Bioprogramming products from the Distributor listed on the signature page of these Med Spa T&Cs, and shall not purchase Bioprogramming products for resale at the Med Spa from any other source.
Med Spa shall only resell Bioprogramming products through in-store direct-to-consumer sales.
Med Spa shall be prohibited from the following sales activities:
(a) Online sales, including, but not limited to sales on the Med Spa’s own website, any e-commerce site, internet auction, and/or any other sales activity via the internet.
(b) Sales to a subsidiary, branch, or any other related group company with which Med Spa has an ownership stake or any other type of managerial and/or executive relationship or interest, or any other unrelated company with which Med Spa has or does not have a relationship.
(c) Exporting Bioprogramming products to a foreign country or any sales whatsoever outside of the United States of America. Any sale of a Bioprogramming product to an individual customer, entity, or any other type of business located outside of the United States of America, or any sale of a Bioprogramming product to a subsidiary or related or unrelated entity of a foreign company, despite being located in the United States of America, shall be deemed an export and prohibited under these Med Spa T&Cs.
(d) Discounting of any Bioprogramming products.
(e) The purchasing of Bioprogramming products for resale at the Med Spa from any other distributor other than Distributor without prior authorization of Lumielina.
(f) The marketing or promotion of Bioprogramming products in a way which states or implies that the technology included in Bioprogramming products will enhance and/or improve any product from another manufacturer.
(g) The selling or promotion of any Bioprogramming product in a tie-in with a product of another company, nor developing any of its own original products or services by combining a Bioprogramming Product with another product.
8. RESTRICTIONS TO USE OF LUMIELINA TRADEMARKS OR OTHER INTELLECUTAL PROPERTY
Med Spa shall have the right to use the trademark and brand names of Bioprogramming products, but only for the limited purpose of properly identifying and introducing Bioprogramming products to its customers, and only in a manner and form satisfactory to Lumielina and subject to the following conditions:
(a) Med Spa shall give prior notice to Lumielina of intent of wanting to use a trademark owned by Lumielina and receive prior written approval by Lumielina prior to use of said trademark.
(b) Only use approved language regarding Bioprogramming Products and the Bioprogramming effect caused as a result of using Bioprogramming Products.
(c) Submit a proposed draft of desired use or reference of Bioprogramming products or any other reference to Bioprogramming or Lumielina on Med Spa’s website or any other marketing medium used by Med Spa prior to uploading.
(d) Med Spa shall not undertake any action that is likely to affect any of the trademarks of Lumielina and/or any of its group companies.
9. REVISION OF MED SPA T&Cs.
Lumielina reserves the right to make changes or modifications to these Med Spa T&Cs at any time.
10. CHOICE OF LAW AND JURISDICTION
These Med Spa T&Cs, and all matters or issues collateral hereto shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws. All parties expressly submit to the exclusive jurisdiction of the state courts of the State of New York, County of New York or the United States Federal Court having jurisdiction over the parties and located in the County of New York for the adjudication of any claim, dispute, or difference that may arise hereunder. In the event that such jurisdiction is no longer proper, all parties expressly submit to the exclusive jurisdiction of the State of New York, County of New York.
LUMIELINA USA, INC.
505 5th Avenue – 28th Floor
New York, New York 10017
Tel: +1-646-813-6600
By: Peter J. Cipriano
General Counsel
INFINITE BEAUTY CONCEPTS LLC
655 North Ave.
Tallmadge, Ohio 44278
Tel: +1-330-620-1571
By: Caitlyn Lilly
IN WITNESS WHEREOF, the parties have executed this Terms and Conditions For Sales of Bioprogramming Products