Terms And Conditions

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 and Conditions.

Pricing

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 change.

Initial Order

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.

Payment

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

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.

Product Warranty

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.

LELO PRODUCTS	1 Year Warranty	10 Year Quality Guarantee	No Warranty
MASSAGERS	✔	✔	✖
COSMETICS	✖	✖	✔
ACCESSORIES	✖	✖	✔
HEX CONDOMS	✖	✖	✔

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.

Defective/Damaged Products

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 period.

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.

Product Modification/Discontinuation

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 activities hereunder.

(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 from LELO.

(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 PURPOSE.

(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.

Brand Policies

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.

Intellectual Property

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 materials.

(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 attention.

(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 LELO.

Proprietary Information

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: Retailer Privacy Policy.

LELO Retailer Portal Terms of Use

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 website, you agree to comply with these terms, including the privacy policy, and, when you make an online purchase, the purchase info. We reserve the right to modify these terms from time to time at our sole discretion.

Termination

LELO shall have the right to terminate any business relationship with Customer at any time and for any reason.

Miscellaneous

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.