1. Our Agreement.

This Reseller Application is subject to acceptance by Cosmedica Skincare (“CS”). Upon acceptance, this Reseller Application, together with the following Terms and Conditions, shall constitute the entire agreement (the “Reseller Agreement”) between CS and the individual or entity identified on the Reseller Application (“Reseller”). The Reseller Agreement defines CS’s and Reseller’s rights and duties and contains important information about the promotion of BBE Products. Reseller represents and warrants that she, he or it has read, understands, and agrees to abide by the Reseller Agreement, including the agreement to arbitrate set forth in Section 11 below. The information provided on the Reseller Application is accurate and complete, and that Reseller may perform her/his/its obligations without breach of any other agreement. The Reseller Agreement contains the entire agreement between CS and Reseller and supersedes and replaces any and all prior representations, warranties, negotiations, and agreements with respect to the subject matter hereof. CS may at any time revise these Terms and Conditions by posting the amended Terms and Conditions on the CS Website and any changes or additions will be effective immediately upon posting. Resellers must check the CS Website frequently for revisions to these Terms and Conditions.

2. Purpose; Independent Contractor.

Reseller is not, and shall not represent herself, himself or itself to be an employee, agent, affiliate, or representative of CS or a purchaser of a franchise or a business opportunity. The Reseller Agreement does not create an employee/employer relationship, agency, or joint venture between CS and Reseller. Reseller shall not be treated as an employee of CS for any purpose, including without limitation, for federal, state or local tax purposes. Reseller is solely responsible for all decisions made and all costs incurred with respect to her, his or its Reseller activities, and will assume all entrepreneurial and business risk in connection therewith. Reseller is solely responsible for all income tax returns and payments required to be filed with or made to any tax authority with respect to her/his/its activities. CS will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on Reseller’s behalf.

3. Reseller Commitments.

Reseller agrees to: (a) conduct her/his/its Reseller activities with a high standard of professionalism and in a manner that reflects favorably at all times on CS and the CS Products; (b) avoid deceptive, misleading, or unethical practices; (c) make no representations, warranties, or other statements with respect to the CS Products or any business opportunity that are different from or in addition to those in the Reseller Agreement; (d) not bind CS to any agreement, or pursue, waive, or compromise any of CS’s rights (or purport to do any of the foregoing); (e) reverse engineer any CS Product or attempt to reformulate, manufacture, or produce the CS Products or any product substantially similar to the CS Products; (f) periodically review these Terms and Conditions, as amended and from time to time and posted on the CS Website; and (g) otherwise comply at all times with, and accept exclusive liability for non-compliance with, all applicable laws, regulations, rules, and these Terms and Conditions.

4. Product Ordering and Sales; No Inventory Requirements.

Reseller understands that although there are minimum purchase requirements as detailed on the CS Wholesale Pricing Tier Form, there is no minimum inventory requirement. CS may accept or decline any order for CS Products, and may cancel or delay shipment of CS Products for any reason, including without limitation if Reseller fails to make any required payment or otherwise fails to comply with the Reseller Agreement. Title and risk of loss to the products will
pass to Reseller upon shipping of the products to Reseller by the carrier of CS’s choice. CS has the right to communicate and do business with any and all customers acquired through Reseller’s efforts without restriction of any kind.

4.1 Purchase Orders

Customer must submit written or digital purchase orders for the Merchandise no later than ten (10) business days prior to the requested delivery date, setting forth quantity, type, and requested delivery date of Merchandise. Purchase orders received fewer than ten (10) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges
(to be paid by Customer). All orders are processed subject to availability.

4.2 Payment

Customer will be invoiced for Merchandise orders and payment is due within two (2) days of invoice date. CS may withhold fulfillment of Customer’s additional purchase orders until past due payments are received in full. Orders are fulfilled and shipped upon receipt of payment from Customer to CS; invoice is paid in full.

4.3 Shipping

Customer will be responsible for all Merchandise (international) shipping and handling expenses,including (if applicable), customs clearance, import/export fees, freight risks and insurance, and Customer may be required to act as the importer of record for international shipments. Customer must notify Seller of any claimed shipping error or damage within five (5) days of receipt of Merchandise. Customer’s failure to give such notice within that five-day period shall be deemed a waiver of Customer’s claim for incorrect or damaged shipments.

4.4 FOB Shipping Point

Free-on-board shipping point is applied to all orders. Delivery is considered complete the moment the seller (CS) ships the products and products leave the warehouse. The seller (CS) records the sale as complete and reseller owns the products en route to its delivery location.