The following terms and conditions of sale (“Terms and Conditions”) apply to all quotations issued and
purchase orders accepted by LELO Inc., a California entity having an address of 5799 Fontanoso Way, San
Jose, CA 95138 (“LELO”) for the sale of LELO products when submitted through the LELO Retailer System to
various Customers (“Customer”).
Modification of Terms
Notwithstanding any different or additional terms that may be included in Customer’s order, acceptance
of Customer's order is conditioned on Customer's acceptance of these Terms and Conditions. LELO hereby
rejects any terms or conditions in Customer's order or in any other Customer communication that conflict
with or that purport to add to or modify these Terms and Conditions. Without limiting the foregoing,
Customer’s acceptance of or payment for the LELO products shall constitute acceptance of these Terms
Pricing for LELO products is set forth on LELO’s then-current retailer price list. LELO may at its
discretion and at any time change the current price structure. Such a change may be imposed, for
example, should new and unforeseen variables be exposed regarding manufacturing conditions, material
costs, transportation costs or changes in prevailing import duty and tax conditions. LELO will notify
Customer should such a change in price structure occur at least thirty (30) days prior to any such
Customer’s initial order must have a value of at least $1,000.00 USD. Subsequent orders do not require a
minimum order value but must include at least five products.
All orders require 100% prepayment. Orders shall not be approved or accepted by LELO until LELO has
verified receipt of payment from Vendor. Payment can be made by bank transfer, cashier’s check, check or
approved credit card. Any unpaid and overdue balances of more than 10 days are subject to a 10% late
fee. Additional collection and legal charges may apply for 30-day overdue balances. In the event you
question the validity of the balance due, only that portion under question may be delayed, provided you
express your objection in writing within 20 days of invoice.
Shipping is not included in the price and will be added to Customer’s invoice. Orders shall not be
shipped until LELO has confirmed receipt of payment. For US orders, shipping is calculated by a flat
rate price/product. For all other orders, shipping is calculated according to weight. All shipments are
FOB Destination, freight prepaid and added; that is, risk shall shift to the Customer upon LELO or
LELO’s designated third-party carrier delivering the products to the Customer. Unless otherwise
specified, shipment is via LELO’s chosen third-party carrier and the Customer shall be charged $2.99 per
unit shipped. To guarantee timely deliveries, all orders for LELO Products shall be placed no later than
fifteen (15) days prior to Customer’s preferred date of delivery or, if otherwise agreed upon, in
acceptable time for LELO prior to the required date of delivery.
LELO warrants that its devices have the following limited warranties, which begin upon the date of
purchase and end after the period of time referenced in the following table.
||1 Year Warranty
||10 Year Quality Guarantee
The warranty covers working
parts that affect the function of the product. It does NOT cover cosmetic deterioration caused by fair
wear and tear or damage caused by accident, misuse, or neglect. Any attempt to open or take apart the
product (or its accessories) will void the warranty. Claims under warranty must be supported by
reasonable evidence that the date of the claim is within the warranty period. Customer will be sent a
Return Merchandise Authorization (RMA) number which should be returned with the LELO product to the
address provided by LELO. Shipping costs are non-refundable.
As noted above, any defective and/or damaged items require prior authorization for replacement within
the aforementioned warranty period and Customer shall report to LELO any damaged product prior to
expiration of said product’s warranty. To cure any defective or damaged product that has properly been
verified by LELO, LELO shall ship to Customer a new product of the same SKU at no cost. LELO is under no
obligation to replace or refund any damaged or defective product outside of that product’s warranty
Unsold Product Returns
LELO is under no obligation to provide Customer a refund for or a replacement product for any unsold
product that is neither defective nor damaged.
LELO reserves the right to modify any specifications for or discontinue any product that has not been
scheduled for delivery, at any time without notice. LELO also reserves the right to change any product
or specifications for any product already scheduled for delivery provided such changes do not negatively
affect form, fit, or function.
Representations and Warranties
Customer represents and warrants that:
(a) Customer is properly registered, licensed and qualified, has all requisite power and authority under
its company rules, constitutions or by laws, memorandum and article of association and in accordance
with the laws, rules, and regulations of the Territory to act as a LELO seller, and to conduct its
business and perform its obligations hereunder and during the term of this agreement and any extensions
thereof, it shall take all action as may be required and necessary to obtain and keep any governmental
licenses, permits, registration and approvals that are necessary or advisable for it to carry out its
(b) Customer’s execution and performance of this Agreement and the sale, marketing and promotion,
storage, and handling hereunder of LELO products (including any application, adaptation, performance or
other use thereof): (1) will not violate or infringe upon any third party and (2) will not conflict with
or violate any agreement Customer has or will have with, any other person or entity.
(c) Neither Customer, nor any person or firm connected with it, has participated or will participate in
any action that is in violation of any law, regulation, decree, policy or other directive of the
Territory in furtherance of its relationship with LELO or these Terms and Conditions.
(d) LELO hereby retains the right to immediately terminate this Agreement if Customer breaches any of
the above representations and warranties. Further, in the event of such termination, Customer shall not
be entitled to any further payment, regardless of any activities undertaken or agreements with
additional third parties entered into prior to termination, and Customer shall be liable for all related
damages and remedies.
(e) TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS LELO, ITS
AFFILIATES, MEMBERS, SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND
ALL LIABILITIES, CLAIMS, COSTS (INCLUDING REASONABLE ATTORNEY’S FEES), JUDGEMENTS, CAUSES OF ACTION,
COURT ORDERS, PAYMENTS, LOSSES, DAMAGES, EXPENSES, DEMANDS, AND/OR ANY AND ALL OTHER PENALTIES WHICH
LELO, ITS AFFILIATES, AND/OR THEIR RESPECTIVE OFFICERS AND EMPLOYEES MAY SUFFER AS A RESULT OF ANY SUCH
MISREPRESENTATIONS OR ANY OTHER UNLAWFUL, RECKLESS, OR NEGLIGENT ACTIONS OR OMISSIONS BY CUSTOMER OR ITS
EMPLOYEES, CONTRACTORS, SUBSIDIARIES, OR AFFILIATES.
(f) Customer will retail LELO Products with all packaging, warranties and disclaimers intact as shipped
(g) Customer will make available to its end user customers a copy of FOREO’s limited warranty for
inspection prior to purchase.
(h) CUSTOMER ACKNOWLEDGES THAT EXCEPT FOR LELO’S LIMITED WARRANTY ACCOMPANYING THE LELO PRODUCT, LELO
DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS TO CUSTOMER OR END USERS, EXPRESS OR IMPLIED, INCLUDING ALL
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
(i) Customer agrees that it will not: (1) disassemble, decompile or reverse engineer any LELO products,
(2) copy or otherwise reproduce any LELO products, in whole or in part, or (3) modify LELO products or
their packaging in any manner.
(j) Customer will: (1) conduct business in a manner that reflects favorably at all times on LELO
products and the good name, goodwill and reputation of LELO; (2) avoid deceptive, misleading or
unethical practices that are or might be detrimental to LELO, LELO products or the public; (3) make no
false or misleading representations with regard to LELO or LELO products; (4) not publish or employ, or
cooperate in the publication or employment of, any misleading or deceptive advertising material with
regard to LELO or LELO products; (5) make no representations, warranties or guarantees to customers or
to the trade with respect to the specifications, features or capabilities of LELO products that are
inconsistent with the literature distributed by LELO; and (6) not enter into any contract or engage in
any practice detrimental to the interests of LELO in relation to LELO products.
(k) LELO WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOST BUSINESS, COST OF COVER, OR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND
CONDITIONS OR THE PURCHASE OR USE OF LELO PRODUCTS, EVEN IF LELO HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
THE TOTAL LIABILITY OF LELO FOR ANY CLAIM, LOSS OR DAMAGE SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY
CUSTOMER TO LELO FOR THE PRODUCT TO WHICH SUCH CLAIM, LOSS OR DAMAGE RELATES.
LELO may from time to time announce policies regarding the advertising and/or sale of LELO products.
LELO may, in its sole discretion, add, modify or discontinue such policies at any time. Customer
acknowledges that they have read and understand the policies in effect at the time of Customer’s order.
MAP Policy Adherence
Customer agrees to adhere to LELO’s Minimum Advertised Price (“MAP”) Policy, when applicable. LELO, at
its sole discretion, shall provide Customer with said MAP Policy in a later communication.
Customer agrees to abide by the following:
(a) During the term of the Agreement and subject to the terms and conditions specified herein, LELO
grants to Customer a non-exclusive, non-transferable, limited license to use, in the Territory, LELO's
trademarks, trade names, and logos as necessary for Customer to fulfil its obligations hereunder.
Customer’s use of such trademarks, trade names, and logos will be in accordance with LELO policies in
effect from time to time, including but not limited to trademark usage. Customer agrees not to attach
any additional trademarks, trade names or logos to any LELO product. Customer further agrees not to use
any LELO trademark, trade name, or logo in connection with any non-LELO product. LELO reserves the right
to review planned uses of its trademarks, trade names, and logos to confirm that they are within the
guidelines prior to usage of such trademarks by Customer.
(b) Customer will include on each LELO Product that it sells and, on all containers and storage media
thereto related, all trademark, copyright, design, patent, and other notices of proprietary rights
included by LELO on such LELO Products. Customer agrees not to alter, erase, deface or overprint any
such notice on anything provided by LELO. Customer also will include the appropriate trademark,
copyright, design, and patent notices when referring to any LELO Product in advertising and promotional
(c) Customer acknowledges that LELO owns and retains all trademarks, trade names, logos, copyrights,
designs, patents, and other proprietary rights in or associated with LELO products and agrees that it
will not at any time assert or claim any interest in or do anything that may adversely affect the
validity of any trademark, trade name, logo, copyright, design, or patent belonging to LELO.
(d) Upon expiration or termination of its relationship with LELO, Customer will immediately cease all
display, advertising, and use of all LELO trademarks, trade names, logos, and copyrighted works and will
not thereafter use, advertise, or display any trademark, trade name, logo, or copyrighted work which is,
or any part of which is, similar to or confusing with any trademark, trade name, logo, or copyrighted
work associated with any LELO Product.
(e) Customer agrees to use reasonable efforts to protect LELO proprietary rights and to cooperate at
Customer’s expense in LELO 's efforts to protect its proprietary rights. Customer agrees to promptly
notify LELO of any known or suspected breach of LELO proprietary rights that comes to Customer’s
(f) Customer shall not provide any of its customers with LELO trademarks, trade names, logos,
copyrighted works, or any other LELO owned intellectual property, without prior written approval by
Customer acknowledges that it may obtain information relating to LELO and LELO Products of a
confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information includes
without limitation trade secrets, know-how, inventions, techniques, processes, customer, and financial
information and sales and marketing plans. Customer will (a) use such Proprietary Information only in
connection with fulfilling its obligations under this Agreement, (b) during the term of this Agreement
and for a period of five (5) years thereafter, hold such Proprietary Information in strict confidence
and exercise due care with respect to its handling and protection of such Proprietary Information,
consistent with its own policies concerning protection of its own proprietary and/or trade secret
information, and (c) disclose, divulge, or publish the same only to such of its employees or
representatives as are Qualified Personnel and to no other person or entity, whether for its
own benefit or for the benefit of any other person or entity. The obligations contained herein will not
apply to Proprietary Information which (a) is or becomes public knowledge without the fault or action of
Customer, (b) is received by Customer from a source other than LELO, which source received the
information without violation of any confidentiality restriction, (c) is independently developed by
Customer without violation of any confidentiality restriction, or (d) is or becomes available to
Customer on an unrestricted basis from LELO.
Privacy/Data Protection Policy
LELO Retailer Portal’s Privacy and Data Protection Policy can be found at the following link:
Access to LELO.com and the LELO Retailer Portal is open to the general public and is free of charge,
provided you do not choose to make use of our online shop. Your access to this website may be suspended
or terminated at any time. Before using the LELO website and/or Retailer Portal or purchasing any goods
online, you should carefully review all the legal information governing your access. By using this
online purchase, the purchase info. We reserve the right to modify these terms from time to time at our
LELO shall have the right to terminate any business relationship with Customer at any time and for any
Customer shall abide by the following:
(a) LELO shall not be responsible for any failure to perform due to unforeseen circumstances or to
causes beyond LELO 's reasonable control, including but not limited to acts of war, riot, embargoes,
acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export
licenses or shortages of transportation, facilities, fuel, energy, labour or materials. In the event of
any such delay, LELO may defer the delivery date of orders for LELO products for a period equal to the
time of such delay.
(b) These Terms and Conditions constitute the complete and exclusive agreement between the parties
pertaining to the subject matter hereof and supersedes in their entirety any and all written or oral
agreements previously existing between the parties with respect to such subject matter. Customer
acknowledges that it is not entering into this Agreement on the basis of any representations not
expressly contained herein.
(c) The party executing this Agreement represents and warrants that he or she has been duly authorized
under Customer’s charter documents and applicable law to execute this Agreement on behalf of Customer.
(d) This document and the interpretation of its terms shall be governed by and construed in accordance
with the laws of the state of California and subject to the exclusive jurisdiction of the federal and
state courts located in San Jose, California.
(e) If any provision of the Terms and Conditions is determined by a court of competent jurisdiction to
be in violation of any applicable law or otherwise invalid or unenforceable, only such provision shall
be determined to be illegal, invalid, or unenforceable under such law and be deemed null and void; the
remainder of this document shall otherwise remain in full force.