Terms And Conditions

The following terms and conditions of sale (“Terms and Conditions”) apply to all quotations issued and purchase orders accepted by FOREO for the sale of FOREO products when submitted through the FOREO Retailer Ordering 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. FOREO 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 FOREO products shall constitute acceptance of these Terms and Conditions.

Pricing

Pricing for FOREO products is set forth on FOREO’s then-current retailer price list. FOREO 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. FOREO will notify Customer should such a change in price structure occur at least thirty (30) days prior to any such change.

Minimum order value

Customer’s orders must have a minimum order value of 500 USD or its equivalent in other currencies.

Payment

All orders require 100% prepayment unless agreed differently in writing. Orders shall not be approved or accepted by FOREO until FOREO 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 FOREO has confirmed receipt of payment. 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 FOREO or FOREO’s designated third-party carrier delivering the products to the Customer. Unless otherwise specified, shipment is via FOREO’s chosen third-party carrier and the Customer shall be charged $2.99 per unit shipped. To guarantee timely deliveries, all orders for FOREO 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 FOREO prior to the required date of delivery.

Product Warranty

FOREO warrants that its devices have limited warranties, which begin upon the date of purchase and end after the period of time referenced in the following table.

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 FOREO product to the address provided by FOREO. 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 FOREO any damaged product prior to expiration of said product’s warranty. To cure any defective or damaged product that has properly been verified by FOREO, FOREO shall ship to Customer a new product of the same SKU at no cost. FOREO is under no obligation to replace or refund any damaged or defective product outside of that product’s warranty period.

Unsold Product Returns

FOREO 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

FOREO reserves the right to modify any specifications for or discontinue any product that has not been scheduled for delivery, at any time without notice. FOREO 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 FOREO 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 FOREO 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 FOREO or these Terms and Conditions.ons.

(d) FOREO 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 FOREO, 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 FOREO, 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 FOREO Products with all packaging, warranties and disclaimers intact as shipped from FOREO.

(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 FOREO’S LIMITED WARRANTY ACCOMPANYING THE FOREO PRODUCT, FOREO 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 FOREO products, (2) copy or otherwise reproduce any FOREO products, in whole or in part, or (3) modify FOREO products or their packaging in any manner.

(j) Customer will: (1) conduct business in a manner that reflects favorably at all times on FOREO products and the good name, goodwill and reputation of FOREO; (2) avoid deceptive, misleading or unethical practices that are or might be detrimental to FOREO, FOREO products or the public; (3) make no false or misleading representations with regard to FOREO or FOREO products; (4) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to FOREO or FOREO products; (5) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of FOREO products that are inconsistent with the literature distributed by FOREO; and (6) not enter into any contract or engage in any practice detrimental to the interests of FOREO in relation to FOREO products.

(k) FOREO 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 FOREO PRODUCTS, EVEN IF FOREO 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 FOREO FOR ANY CLAIM, LOSS OR DAMAGE SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO FOREO FOR THE PRODUCT TO WHICH SUCH CLAIM, LOSS OR DAMAGE RELATES.

Brand Policies

FOREO may from time to time announce policies regarding the advertising and/or sale of FOREO products. FOREO 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.

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, FOREO grants to Customer a non-exclusive, non-transferable, limited license to use, in the Territory, FOREO'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 FOREO 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 FOREO product. Customer further agrees not to use any FOREO trademark, trade name, or logo in connection with any non-FOREO product. FOREO 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 FOREO 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 FOREO on such FOREO Products. Customer agrees not to alter, erase, deface or overprint any such notice on anything provided by FOREO. Customer also will include the appropriate trademark, copyright, design, and patent notices when referring to any FOREO Product in advertising and promotional materials.

(c) Customer acknowledges that FOREO owns and retains all trademarks, trade names, logos, copyrights, designs, patents, and other proprietary rights in or associated with FOREO 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 FOREO.

(d) Upon expiration or termination of its relationship with FOREO, Customer will immediately cease all display, advertising, and use of all FOREO 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 FOREO Product.

(e) Customer agrees to use reasonable efforts to protect FOREO proprietary rights and to cooperate at Customer’s expense in FOREO 's efforts to protect its proprietary rights. Customer agrees to promptly notify FOREO of any known or suspected breach of FOREO proprietary rights that comes to Customer’s attention.

(f) Customer shall not provide any of its customers with FOREO trademarks, trade names, logos, copyrighted works, or any other FOREO owned intellectual property, without prior written approval by FOREO.

Proprietary Information

Customer acknowledges that it may obtain information relating to FOREO and FOREO 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 FOREO, 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 FOREO.

Privacy/Data Protection Policy

FOREO Retailer Portal’s Privacy and Data Protection Policy can be found at the following link: Retailer Privacy Policy.

FOREO Retailer Portal Terms of Use

Access to foreo.com and the FOREO 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 FOREO 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

FOREO 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) FOREO shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond FOREO '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, FOREO may defer the delivery date of orders for FOREO 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) 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.