GOO’A BEAUTY TERMS OF SALE

Product Terms.
1. These GOO’A Beauty Terms of Sale (these “Terms”) are the only terms that govern the sale of goods and other products (collectively, “Products”) by GOO’A Beauty, Inc. (“GOO’A”) to any purchaser of such Products (each, a “Buyer”). Collectively, Buyer and GOO’A are referred to as the “Parties” and individually as “Party.”
2. Buyers may request orders for Products through: (i) GOO’A’s online purchasing portal made available through GOO’A’s website; or (ii) mutually executing a separate, written order form or transaction document governed by these Terms with GOO’A setting forth the prices and quantities of Products to be purchased. These Terms, together with any other terms contained in GOO’A’s product quotes, order confirmations, or other purchasing document provided to Buyer comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms supersede any of Buyer’s general terms and conditions of purchase or other terms issued by Buyer regardless of whether or when Buyer has submitted its purchase order or such terms. GOO’A expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Buyer’s acceptance of these Terms is a prerequisite to the purchase of the Products.
3. GOO’A may accept Buyer’s request for orders for Products by providing written acceptance of the applicable order or by shipping the requested number of Products and invoicing Buyer accordingly. GOO’A may reject or cancel any requested order at its discretion.
Delivery.
1. Once GOO’A accepts an order, the Products will be shipped within a reasonable time, subject to availability of the Products. Delivery dates given by GOO’A are estimates only and are subject to shipping variations and requirements. GOO’A shall not be liable for any delays, loss, or damage in transit.
2. GOO’A shall deliver the Products to ’the address provided by Buyer in the Order (the “Delivery Point”) using GOO’A’s standard methods for packaging and shipping such Products.
3. GOO’A may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to GOO’A a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code.
Amendment and Modification. GOO’A may amend or modify these Terms at any time. Buyer’s transactions and purchase of Products in any particular order will be governed by the version of the Terms that were in effect at the time the order was accepted by GOO’A. Orders placed after GOO’A has modified these Terms will be governed by the then-current version of the Terms. Buyer’s acceptance of the modified Terms is a condition of purchasing any Products. Buyer may not amend or modify these Terms unless such amendment is set forth in writing and signed by an authorized representative of GOO’A and Buyer.
Price.
1. Buyer shall purchase the Products from GOO’A at the prices (the “Prices”) published by GOO’A or at such other Prices mutually agreed by GOO’A and Buyer in writing.
2. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, GOO’A’s income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices include standard packaging. The Prices exclude shipping and insurance costs which are the responsibility of the Buyer.
Payment Terms.
1. Buyer shall pay GOO’A all amounts due at the time of Buyer places the Order unless the Parties mutually agree to other payment terms. All payments hereunder shall be in US dollars and made via the method specified by GOO’A at the time of sale.
2. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall reimburse GOO’A for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which GOO’A does not waive by the exercise of any rights hereunder), GOO’A shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for ten days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with GOO’A, whether relating to GOO’A’s breach, bankruptcy, or otherwise.
Limited Warranty. GOO’A represents and warrants to Buyer that, for a period of thirty (30) days from the date of shipment of the Products (the “Warranty Period”), the Products will materially conform to GOO’A’s published specifications in effect as of the date of manufacture. The warranties under this section do not apply where the Products have been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by GOO’A, or improper testing, storage, or handling; (ii) altered by anyone other than GOO’A or its authorized representative; or (iii) used with any third-party product that has not been previously approved in writing by GOO’A.
Buyer’s Exclusive Remedy for Breach of Warranty. During the Warranty Period:
1. Buyer shall notify GOO’A, in writing, of any alleged warranty claim within three (3) days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period);
2. Buyer shall ship the relevant Products within seven (7) days of the date of its notice to GOO’A, to GOO’A’s facility located at PO Box 245244 Pembroke Pines, Florida 33024 for inspection and testing by GOO’A;
3. If GOO’A’s inspection and testing reveals, to GOO’A’s satisfaction, that such Products do not conform with the limited warranty set forth herein, GOO’A shall in its sole discretion, and at its expense (subject to Buyer’s compliance with this Section 8), either (i) repair or replace such Products, or (ii) credit or refund the Price of such Products less any applicable discounts, rebates, or credits; and
4. Buyer has no right to return for repair, replacement, credit, or refund any Products except as set forth in this Section 8. In no event shall Buyer reconstruct, repair, alter, or replace any Products, in whole or in part, either itself or by or through any third party.
5. THIS SECTION 8 SETS FORTH THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND GOO’A’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7.
WARRANTIES DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, THE PRODUCTS ARE PROVIDED “AS-IS” AND GOO’A MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY GOO’A, OR ANY OTHER INDIVIDUAL OR ENTITY ON GOO’A’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7 OF THESE TERMS.
Limitation of Liability.
1. IN NO EVENT SHALL GOO’A OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER GOO’A WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
2. GOO’A’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO GOO’A PURSUANT TO THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Compliance with Law. Buyer shall at all times comply with all laws applicable these Terms, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Products. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Products and (b) not engage in any activity or transaction involving the Products, by way of shipment, use, or otherwise, that violates any law.
Termination. In addition to any remedies that may be provided under these Terms, GOO’A may terminate these Terms with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under these Terms; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Waiver. No waiver by GOO’A of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by GOO’A. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms by GOO’A operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by GOO’A precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by GOO’A.
Confidential Information. All non-public, confidential, or proprietary information of GOO’A, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by GOO’A to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by GOO’A in writing. Upon GOO’A’s request, Buyer shall promptly return all documents and other materials received from GOO’A. GOO’A shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
GOO’A Intellectual Property. All trademarks, service marks, trade dress, trade names, slogans, and logos of GOO’A or that identify Products, and all patents, copyrights, trade secrets, moral rights, and other intellectual property rights of GOO’A (collectively, “GOO’A IP”), are and shall remain the sole and exclusive property of GOO’A. Nothing in these Terms shall be construed as granting to Buyer any license or other right in the GOO’A IP.
Force Majeure. GOO’A shall not be liable or responsible to Buyer or any third party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts beyond the GOO’A’s reasonable control, including without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances;(h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of GOO’A.
Assignment. Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of GOO’A. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms. Nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law; Jurisdiction. These Terms are governed by, and construed in accordance with the laws of the State of Florida without giving effect to any conflict of laws provisions thereof. All legal proceedings shall be instituted in the state or federal courts of the State of Florida, whether located in or having jurisdiction over Broward County, Florida. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
Notices. All notices shall be in writing at the address set for the below or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).

If to GOO’A:

GOO’A Beauty, Inc.

PO Box 245244Pembroke

Pines, Florida 33024

If to Buyer: The address provided by Buyer at the time of purchase.

Severability. If any term or provision of these Terms is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

GOO'A BEAUTY

GOO’A BEAUTY TERMS OF SALE