GENERAL CONDITIONS OF SALE

Terms of Sale: Sarkli-Repechage, Ltd., Seller, does not accept any terms and conditions of sale other than those contained in any existing written contract between Purchaser and Seller covering item(s) delivered hereunder. If there is no such existing written contract, Seller does not accept any terms and conditions other than those expressly set forth hereunder and Seller hereby offers to sell such item(s) to Purchaser and Purchaser hereby accepts the item(s) on the front of this invoice for the price(s) and on the terms and conditions herein stated.

Payment: All orders are C.O.D. until credit is established with Sarkli-Repechage, Ltd. wherein payment is to be made in U.S. dollars at 300 Castle Road, Secaucus, NJ 07094. If payment is not received by the due date all credit privileges will be canceled until reestablished by Sarkli-Repechage, Ltd. All orders will be sent C.O.D. until then and no product will be sent until the outstanding balance is paid. Seller reserves the right to charge interest at the maximum legal rate, but no more than 1.5% per month on the balance of any over-due payments and to receive costs and expenses incidental to the collection of any account including counsel fees. In the event of a returned check a $25.00 (U.S.) fee will be imposed.

Title and Risk of Loss: Title to the items covered hereby shall remain in Seller until the full purchase price has been paid in cash or until other provisions have been made for payment that are acceptable to Seller and Seller has given approval of such other provisions in writing. Risk of loss for damage to the items covered hereby will pass to Purchaser at the F.O.B. point of delivery as indicated on the front of the invoice.

Acceptance of the Goods by Purchaser: Purchaser shall be deemed to have accepted the items covered hereby upon delivery. Returns are not accepted unless expressly authorized in writing by Sarkli-Repechage, Ltd. Returns are subject to a 20% restocking fee, minimum. Special orders cannot be returned.

Limited Warranty: Seller warrants that the items sold hereby are safe for the purposes intended if used in accordance with the directions for use accompanying said items. Seller’s liability for defective products is expressly limited to the replacement of any such product resulting directly from manufacturing and not for failure or defects resulting from use not expressly in accordance with the directions accompanying said item. Seller will not be responsible for indirect, special, or consequential, or liquidated damage or penalties, even if Seller has been advised of the possibility of such damages.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS.

PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT THE ITEMS COVERED HEREBY ARE BIOLOGICALLY ACTIVE AND MUST BE USED PRIOR TO ONE (1) YEAR FROM THE DATE OF THIS INVOICE. FURTHER, THESE ITEMS MUST BE STORED AT MODERATE TEMPERATURES OUT OF THE SUNLIGHT. IF ANY ITEM IS USED AFTER ONE (1) YEAR FROM THE DATE OF THIS INVOICE OR EXPOSED TO DIRECT SUNLIGHT OR EXPOSED TO UNREASONABLY HIGH OR LOW TEMPERATURES, SELLER SHALL NOT BE LIABLE FOR ANY WARRANTIES OF ANY KIND.

Repechage skin care products are guaranteed when sold by professional recommendation.

Taxes: All taxes that may be incurred by Purchaser remain his/her sole responsibility.

MAP Policy: Sarkli-Repechage, Ltd. requests that all resellers adhere to Sarkli-Repechage, Ltd.’s Minimum Advertised Pricing Policy (“MAP Policy”) as posted on http://www.repechage.com/pages/minimum-advertised-pricing-policy. If a reseller is not in observance of Sarkli-Repechage, Ltd.’s MAP Policy, Sarkli-Repechage, Ltd. reserves the right to take action, including, but not limited to (1) warning letter, (2) cancellation of any preferential terms, allowance and/or discounts, (3) suspension of shipments, and/or (4) cancellation of orders and/or refusal to accept new orders from the reseller.

E-Commerce Policy: The sale of Sarkli-Repechage, Ltd.’s products on Amazon, e-Bay, Overstock, Jet or any other public e-commerce platforms is strictly prohibited without Sarkli-Repechage, Ltd.’s prior written consent (which may be given or withheld at Sarkli-Repechage, Ltd.’s sole discretion). Furthermore, Sarkli-Repechage, Ltd. reserves the right to restrict sales on any website that it deems to be harmful to Sarkli-Repechage, Ltd.’s business or reputation, or to the business or reputation of another reseller.

Delays: Any failure of performance by Seller hereunder due to causes beyond the Seller’s control, including but not limited to an act of God, war, acts of government, acts of Purchaser, priorities of allocation, fire, flood, strike or labor problems, sabotage, delay in obtaining labor, materials, equipment or transportation, shall not be deemed to be a default by Seller and the time for performance shall be extended to a period of time equal to the period of delay and its consequences.

General Conditions: An order placed with and accepted by Seller can be canceled only with Seller’s consent in writing and upon terms that will indemnify Seller against loss including loss of profit. Any bottles or other containers, dispensers, applicators, etc., bearing the Repechage trademark must not be refilled with any product other than made by Sarkli-Repechage, Ltd. If any of these conditions are in conflict with the terms of Purchaser’s Purchase Order, the terms hereof shall govern unless Purchaser’s terms are accepted in writing by Seller. Repechage is a registered trademark of Sarkli-Repechage, Ltd. and Purchaser is required to indicate so in all advertising and promotional materials. No modification of this agreement can be made except in writing signed by both Purchaser and Seller. If any provision of this agreement, or any portion thereof, is held to be invalid or unenforceable, then the remainder of this agreement shall nevertheless remain in full force and effect. This agreement constitutes the entire understanding of these parties with respect to the matters contained herein and no representations, oral or written, not set forth herein have induced the making of this agreement. This agreement is not assignable without the prior written consent of Seller. This agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and permitted assigns. This agreement will be governed by and construed in accordance with the laws of the State of New York, United States of America without regard to its conflict of law rules.