TERMS AND CONDITIONS OF SALE 

CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions contained herein shall be binding upon BABOR Cosmetics America Corp. (hereinafter “BABOR”) unless accepted by it in a writing signed by an officer of BABOR. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase invoice, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on BABOR, whether or not they would materially alter this document, and BABOR hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services. 

EMAIL: Buyer is aware they will receive order emails which are sent as part of the order process. Also, unless Buyer opts out, Buyer will receive periodic promotional emails from BABOR about BABOR's promotions and products. To permanently opt out of promotional emails Buyer can indicate they do not want to receive promotional emails in the notes section of checkout step 3 or by contacting us by email at concierge@babor.com or by phone at (800) 333-4055. Also, Buyer can permanently opt out by clicking the unsubscribe link in any of the promotional emails BABOR sends. 

TERMS: Buyer agrees to pay for the products according to BABOR's payment terms. In the event Buyer fails to make any payment to BABOR when due, Buyer's entire account(s) with BABOR shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the maximum contract rate permitted by law. 

GOVERNING LAW: This transaction shall be governed in all respects by the laws of the State of Florida (County of Palm Beach). All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against BABOR in the jurisdiction indicated above within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice. 

DELIVERY: BABOR will make a good faith effort to complete delivery of the products as indicated by BABOR in writing, but BABOR assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to BABOR, including, but not limited to, liability for BABOR's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of BABOR. Under no circumstances shall BABOR be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay. 

Order and Delivery can only be provided for / to addresses within the United States. 

PAYMENT: Payment terms are Credit Card only. Buyer’s obligation to pay all amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. 

Any disputed purchase amounts should be reported immediately. If BABOR agrees with the purchase dispute, BABOR will credit Buyer the amount of the agreed-upon purchase dispute. All purchase disputes must be made within fourteen (14) days of the applicable purchase date, or will be deemed to be waived.

INDEMNIFICATION: BABOR shall not be responsible for any losses or damages sustained by the Buyer or any other person because of misuse or misapplication of the products. Buyer shall defend, indemnify and hold harmless BABOR and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorneys’ fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, or use of the products by Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, BABOR, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer. Buyer shall have two (2) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance that are not due to damage, shortage or errors in shipping and notify BABOR, in writing, of any defects, nonconformance or rejection of such products. After such two (2) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such two (2) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives or cancels any order without BABOR's written consent and payment to BABOR of all charges, expenses, commissions and reasonable profits owed to or incurred by BABOR. 

RETURNS: ALL SALES ARE FINAL. BABOR, in its sole discretion, may make an exception and a Return Merchandise Authorization (RMA) may be approved by an officer of BABOR. The authorized returns shall be subject to the following deductions: (a) cost of putting items in salable condition; (b) transportation charges, if not prepaid; and (c) handling and restocking charges. BABOR may waive the restocking charge if the product: (i) is in new condition, suitable for resale in its undamaged original packaging and with all its original parts and (ii) has not been used, altered or damaged. Said waiver must also be approved by an officer of BABOR.

SHIPMENTS: All products are shipped F.O.B., point of shipment. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer's representative, or common carrier. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if BABOR ships or delivers the products erroneously because of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as BABOR's responsibility ceases upon tender of goods to Buyer, Buyer's representative or common carrier. BABOR will provide proof of delivery upon request.

TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides BABOR with an exemption certificate acceptable to the taxing authorities. Any taxes which BABOR may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to BABOR upon demand. 

SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from. 

NON-WAIVER: BABOR's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of BABOR's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed an officer of BABOR.

NOTICE: Any required notices shall be given in writing, in the case of BABOR, at 580 Village Boulevard, Suite 140, West Palm Beach, FL  33409. In the case of Buyer, at the address designated on Buyer’s purchase order or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or five days following deposit in the mail.

ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by an officer of BABOR. All transactions shall be governed solely by the terms and conditions contained herein. 
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