Effective date: July 26, 2020

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WHOLESALE TERMS AND CONDITIONS

 

Eponine Labs, LLC (hereinafter “EPO9" and/or "Seller") acceptance of your application and wholesale order is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions set forth on this wholesale/buyer application, order confirmation and/or invoice will govern all transactions between the Buyer and the Seller. Seller specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions. EPO9 reserves the right to make modifications to these terms and conditions at any time by posting it on EPO9’s website at https://www.epo9coralsure.com/wholesale-terms-conditions.

 

For the purposes of these terms and conditions,

 

 “Agreement” means these terms and conditions and the Order(s)

 

“Buyer” “You” “Your” means you, the customer;

 

“Coral Sure Kit” a pre-assembled Coral Sure Sunscreen product package, namely the Intro, Mini, Midway, Pro Kits;

 

“Goods” means all products, materials, supplies, accessories, components and other items purchased by Buyer pursuant to an Order;

 

“Order” means a wholesale order placed through the website at www.epo9coralsure.com/wholesale;

 

“Party” means either EPO9 or the Buyer; “Parties” means both EPO9 and the Buyer.

 

By requesting EPO9 to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions. In the Agreement headings and bold type are for convenience only and do not affect the interpretation of the Agreement. Words importing the singular include the plural and vice-versa.

 

1.       Minimums

1.1       Opening order/reorder minimum: $89.00 USD before tax and shipping.

1.2       Quantity: One Coral Sure Kit or a minimum quantity of 10 pieces of the same SKU must be ordered.

1.3       The published offer of one free point of sale display stand applies only to first order of a Coral Sure kit placed by You.

 

2.       Payment & Orders

2.1       Unless otherwise agreed to in writing, payment for the Goods (plus tax and shipping) shall be made at the time the order is placed via Buyer’s credit card on file or Paypal through the secure shopping link. 

2.2       You may also apply for credit terms with us by filling out an application form with at least three credit references. You may also get a credit application by request via our Contact Us page or emailing info@epo9coralsure.com. Checks returned due to insufficient funds could be considered fraud and subject the check writer to prosecution and fines. However, we understand that usually there is no criminal intent and in these circumstances we will only charge the customer a reimbursement for bank fees and other incurred costs.

2.3       EPO9 may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. EPO9 shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of EPO9, a credit memo and/or refund- in this instance only, will be processed.

2.4       Once you submit an order, it cannot be cancelled by you. All sales are final. 

2.5       Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase. 

2.6       Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the transaction.

2.7       No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.

2.8       Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.

 

3.       Duties/Taxes/Fees

3.1       All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.

 

4.       Sale of Goods and Manufacturer’s Recommended Sale Price

4.1       You acknowledge that you are acquiring the Goods for the purposes of trade or business only.

4.2       Any resale of EPO9 products on public forums such as Amazon.com, Ebay.com or Zulily.com are expressly prohibited. EPO9 shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale. 

4.3       The Goods must be sold at or above the recommended retail price (as notified to you by EPO9) unless the Goods are advertised as being “on sale” or the equivalent.

 

5.       Placing Orders and Fulfillment

5.1       You may place your order several different ways:

(i)         Submit your order via our wholesale site at www.epo9coralsure/wholesale.com

(ii)        email us at info@epo9coralsure.com

(iii)       Call our customer service representative toll free (800) ______. Please have an order form or the web site available when calling so that you can reference item numbers.

5.2       Samples: We do not ordinarily supply product samples free of charge. However, many of our products are available for purchase in sample size in single quantities. Sample orders are exempt from our minimum order requirement.

5.3       Out of stock: We try to have everything in stock. However, there may be unavoidable outages. When an out of stock situation occurs we do not back-order out-of-stock items. We will either hold your order if we expect to have back in stock within a few days, or we will send your order without the items, with the expectation that you will order the out-of-stock items on your next order. We will note on your packing slip any items that you ordered that were out of stock.

5.4       Exclusivity: We do not offer exclusivity of the EPO9 Coral Sure brand products in any one geographical area. However, we strive to coordinate a non-competitive environment among our customers by selling to customers that are a reasonable distant from each other, or offer them a different product mix. We do not exercise control over retail prices except to the extent that we only offer deeper discounts to high volume customers that follow our suggested retail prices.

5.5       Private Labeling: We do not offer private label products at this time but may be able to provide some products without packaging if quantities justify and sufficient lead-time is allowed.

 

6.       Shipping and Risk

6.1       Typically we ship orders within four (4) business days and sometimes the same day. During a busy holiday season it may take up to eight (8) business days but this is unusual. If you have a rush order please let us know and we will exert extra effort to try to get your order out sooner.

6.2       For orders within the United States:  Unless otherwise agreed to in writing, EPO9 shall arrange delivery of the Goods to you and you will be responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS or USPS. While the delivery service utilized by EPO9 may include insurance for the Goods during transit, EPO9 makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.  Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.

6.3       For International orders: Unless otherwise agreed to in writing, you shall be responsible for the cost of transportation of the Goods from the premises of EPO9. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).

 

7.       Notice of Defects and Returns

7.1       The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, by notice in writing within the first seven (7) days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered / invoiced.

7.2       If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

 

8.       Acceptance and Waiver

8.1       Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the Goods.

 

9.       Returns

9.1       It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered reflects exactly the items purchased and invoiced (See Section 7 for Notice of Defects). 

9.2       Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging. Whether or not items are eligible for exchange is at the sole discretion of EPO9. All exchanges must be initiated within seven (7) days of receipt of goods. 

9.3       In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer.

 

10.     Modifications

10.1     If you modify or damage the Goods, they are immediately ineligible for return or exchange. Once the Goods have been opened, used, or altered in anyway, the Buyer cannot return or make a claim relating to such merchandise.

 

11.     Confidentiality

11.1     You must keep confidential all confidential information of EPO9 that comes into Your possession or control in connection with this Agreement or otherwise (including without limitation the intellectual property and proprietary information referred to in clause 12). The obligations of confidentiality under this Agreement do not extend to information that (a) is public knowledge (otherwise than as a result of a breach of these Terms); or (b) is required by law to be disclosed. You must promptly return to us all confidential information upon request.

 

12.     Intellectual Property

12.1     All intellectual property rights either pre-existing or created by either Party during or arising from the performance of the Agreement shall remain the absolute property of that Party or its licensors. You undertake to only use the EPO9 brand name and, if required by EPO9, the logo when advertising Goods supplied by EPO9 and anywhere where the Goods are described or named including on websites, labels and invoices.

12.2     EPO9 grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the EPO9 brand name and, if applicable, logo for the purposes mentioned above in this section.

12.3     You grant EPO9 the right to reproduce and publish Your name, logo, and trademarks, and disclose the fact that we have provided Goods to You.

12.3     You must not use or permit the use of the brand name or logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the intellectual property of EPO9.

12.4     The license in clause 12.2 may be revoked by EPO9 by written notice to you.

 

13.     Liability and Force Majeure

1. EPO9 shall not be liable:

1. where you have altered or modified the Goods, misapplied the Goods, not followed EPO9’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;

2. for defects in any Goods manufactured by any third party;

3. for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;

4. for any indirect or consequential loss of any kind.

13.2     Buyer hereby agrees to indemnify and hold harmless EPO9 against any costs, damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises Buyer’s use and/or misuse of the Goods.

13.3     Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or Goods due to force majeure which shall include, but not be limited to events which are unpredictable, unforeseeable or irresistible, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, pandemic, acts of terrorism, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labor unrest, civil disturbance, sabotage, expropriation by governmental authorities and any other act or any event that is outside the reasonable control of the concerned Party (a “Force Majeure Event”). In the event EPO9 is unable to deliver Goods as a result of a Force Majeure Event, EPO9 shall be excused from its obligation to deliver the Goods for the duration of the event.

 

14.     Exclusion of Implied Warranties

14.1     EPO9 shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim not be responsible for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. The Goods are sold “as is” and EPO9 disclaim any implied warranties of merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by EPO9 to the Buyer of the payment made for the delayed or defective part of the order.

14.2     Unless otherwise expressed in writing, EPO9 does not warrant that the quality, weight, designs or color of the Goods corresponds to any specific description, image or sample.

 

15.     Deterioration of Buyer’s Credit and Termination

15.1     The Seller has the right, in addition to other remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for delivery of goods.

15.2     EPO9 may terminate this Agreement with immediate effect by giving written notice to you if:

1. you have failed to comply with a written notice given by EPO9 specifying a breach of the agreement and requiring you to remedy it within fourteen (14) days; or

2. being an individual, you are made bankrupt; or

3. being a company, you are placed in liquidation or receivership.

On termination, EPO9 shall have the right to deal with the Goods at its absolute discretion.

 

16.     Governing Law and Jurisdiction

16.1     Any transactions between the Buyer and the Seller are governed by the laws of California. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Los Angeles, California for any claims or controversies arising in the sale of Goods by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer in the province or state of its domicile. If any action or proceeding is commenced to enforce or interpret any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, “prevailing party” includes without limitation, a party who successfully brings or defends an action and, as a result, receives a favorable judgment or verdict, or a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.

 

17.     General Terms

17.1     EPO9 may subcontract the performance of any of its obligations under the Agreement, but without relieving EPO9 from any of its obligations to the Buyer. Buyer agrees and understands that it may need to interact directly with a subcontractor for ordering or provisioning.

17.2     Buyer may not assign their rights or obligations under this Agreement or any Order without the prior written consent of EPO9, which will not be unreasonably withheld. This Agreement shall apply to any permitted transferees or assignees.

17.3     All notices under this Agreement will be in writing in the English language and shall be sent by prepaid post or email to the following addresses: (a) to EPO9 addressed to the Office of the General Counsel at PO Box 642111, Los Angeles, CA 90064 (or to any other address and addressee which EPO9 has given to Buyer for that purpose) with a copy via email to info@epo9coralsure.com, or (b) to Buyer at the email or other address shown on the Order (or to any other address and addressee which the Customer has given to EPO9 for that purpose). Each Party shall confirm receipt of notice as soon as reasonably possible. Notices given under the Agreement (a) if sent by prepaid post, are deemed to be given by the sender and received by the addressee three (3) normal business days from and including the date of postage, or (b) if sent by email, when transmitted to the addressee; but if transmission is on a day which is not a normal business day or after 1600hrs in the addressee’s time zone, it is deemed to be duly given and received on the next normal business day.

17.4     Each Party shall comply with all applicable laws, rules and regulations associated respectively with EPO9’s delivery or Buyer’s use of the Goods.

17.5     This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each Party.

17.6     A waiver by EPO9 of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition in the future. No waiver by EPO9 of any breach of this Agreement shall be considered valid unless in writing. The failure or delay of EPO9 in exercising any of its rights under this Agreement shall not constitute a waiver of EPO9’s rights.

17.7     The relationship between the Parties is not that of partners, agents, or joint ventures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. Electronic signatures shall be sufficient to bind the Parties to this Agreement. No person or entity who is not a party to the Agreement has any right to enforce any term of the Agreement.

17.8     This Agreement and the Order(s) delivered hereunder, constitute the entire and final agreement and understanding between the Parties with respect to the Goods and supersedes all prior agreements, understandings, proposals, or representations relating to the Service, which are of no further force or effect. Buyer acknowledges and agrees that it has not been induced to enter into the Agreement by any representation, warranty or other assurance not expressly incorporated into the Agreement.

17.9     If any provision of the Agreement is held to be invalid or unenforceable, it will be severed from the Agreement, the remaining provisions will remain in full force and effect and the Parties will promptly negotiate a replacement. The Parties acknowledge that each Party or its counsel have participated in the negotiation and preparation of this Agreement. Accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafter shall not be employed in the interpretation or construction of this Agreement.

17.10   All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnities, and limitations of liability.

17.11   Each Party warrants that it has the necessary rights, licenses and permissions to enter into and perform its obligations under the terms of the Agreement. 

 

18.       Feedback

18.1     We thrive on customer feedback. Customer observations, ideas and suggestions are where many of our products originated. We encourage you to point out areas that we can improve and love to receive complements!

 

For questions or any wholesale inquiries please contact us at info@epo9coralsure.com

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