TERMS AND CONDITIONS FOR SALES OF BIOPROGRAMMING PRODUCTS

APPLICATION OF TERMS AND CONDITIONS

These Terms and Conditions For Sales of Bioprogramming Products (hereinafter "T&Cs") shall apply to all sales of Bioprogramming products manufactured by the Lumielina group by a vendor which has executed these T&Cs (hereinafter “Vendor”) 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 T&Cs.
PURPOSE
The purpose of these T&Cs is to prevent Bioprogramming products from being sold by any distribution method other than through in-store Vendor direct sales to individual consumers by the Vendor which has agreed to these T&Cs.
REGISTRATION OF VENDOR INFORMATION

Prior to the commencement of selling Bioprogramming products at Vendor, a representative of Vendor shall agree to these T&Cs and provide Lumielina with all relevant information to register said Vendor including but not limited to Vendor’s name, address, phone number, email, and contact person by filling in the signature page of these T&Cs.
Lumielina may, at times, directly provide Vendor 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 T&Cs.
CHANGING OF VENDOR INFORMATION
In the event that there is any change in the registered Vendor information, including, but not limited to a change in address, phone number, etc., Vendor 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 Vendor’s failure to notify either Lumielina or Distributor of any change in the Vendor’s registration information.
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:
1. If the Limited Warranty period on any Bioprogramming product has expired.
2. For any Bioprogramming product which does not have a stated Limited Warranty that has been at the Vendor for more than thirty (30) days.
3. Any damage to Bioprogramming Products due to negligent handling or improper use.
4. For any quality control issues which can be directly attributable to the
  negligence of Distributor or Vendor.
5. Damage to Bioprogramming products due to fire, earthquake, flood, storm, other natural disasters, environmental damage, or use with improper voltage.
6. Damage due to storage of Bioproramming products in a humid location for an extended period of time by Distributor or Vendor.
7. 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, Vendor 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 Vendor shall inform Distributor, and Distributor shall promptly notify Lumielina within seven (7) days of receipt of Vendor’s shipment of the Bioprogramming Products. In said situation, Vendor shall return the non-conforming part of the shipment directly to Lumielina and shall notify Distributor that it is doing so. Said Vendor shall prepay the transportation charges to return the non-conforming portion to Lumielina.
  In the event that the claim made by the Vendor 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 Vendor the amount of shipping charges paid by Vendor to return the defective Bioprogramming Products to Lumielina.
SUSPENSION OF GRANT TO SELL BIOPROGRAMMING PRODUCTS
Should Lumielina, in its own discretion, determine that any of the following conditions apply to Vendor at any point after signing these T&Cs, Lumielina reserves the right to, and may immediately suspend and/or rescind Vendor’s grant to sell Bioprogramming products:
1. If the Vendor is not located in or moves to any location outside of the United States of America.
2. If any false information is provided regarding the Vendor.
3. If the Vendor cannot generate substantial in-store Vendor sales, and/or shows no willingness to promote the value of Bioprogramming products in the Vendor.
4. If it is determined that Vendor has breached these T&Cs.
5. If Lumielina is unable to contact Vendor by telephone, email or any other means.
6. If Lumielina determines, in its own discretion, that Vendor should no longer be allowed to sell Bioprogramming products for any reason.
  
  Should Lumielina suspend and/or rescind Vendor’s grant to sell Bioprogramming products, Lumielina shall bear no responsibility for any damages suffered by a Vendor or any third party due to the Vendor's inability to sell Bioprogramming products.
  Should Vendor commit any of the following acts, it shall be liable for any damages incurred by Lumielina and/or Distributor as a result of Vendor committing said acts:
  1. 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.
  2. Any act of infringing on the intellectual property rights of Lumielina and/or the Bioprogramming products handled by Vendor.
  3. Any act which damages the credibility or reputation of Lumielina and/or the Bioprogramming brand.
  4. Any other act of which can be construed to mean a violation of these T&Cs.
PURCHASE OF BIOPROGRAMMING PRODUCTS, CONDITIONS OF SALE, AND PROHIBITED SALES ACTIVITIES

Unless otherwise authorized by Lumielina, Vendor shall only purchase Bioprogramming products from the Distributor listed on the signature page of these T&Cs, and shall not purchase Bioprogramming products for resale at the Vendor from any other source.

Vendor shall only resell Bioprogramming products through in-store direct-to-consumer sales. Vendor shall be prohibited from the following sales activities:
1. Online sales, including, but not limited to sales on the Vendor’s own website, any e-commerce site, internet auction, and/or any other sales activity via the internet.
2. Sales to a subsidiary, branch, or any other related group company with which Vendor has an ownership stake or any other type of managerial and/or executive relationship or interest, or any other unrelated company with which Vendor has or does not have a relationship.
3. 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 T&Cs.
4. Discounting of any Bioprogramming products.
5. The purchasing of Bioprogramming products for resale at the Vendor from any other distributor other than Distributor without prior authorization of Lumielina.
6. 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.
7. 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.
RESTRICTIONS TO USE OF LUMIELINA TRADEMARKS OR OTHER INTELLECUTAL PROPERTY

Vendor 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:
1. Vendor 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.
2. Only use approved language regarding Bioprogramming Products and the Bioprogramming effect caused as a result of using Bioprogramming Products.
3. Submit a proposed draft of desired use or reference of Bioprogramming products or any other reference to Bioprogramming or Lumielina on Vendor’s website or any other marketing medium used by Vendor prior to uploading.
4. Vendor shall not undertake any action that is likely to affect any of the trademarks of Lumielina and/or any of its group companies.
REVISION OF T&Cs.
Lumielina reserves the right to make changes or modifications to these T&Cs at any time.
CHOICE OF LAW AND JURISDICTION

These 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.

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