Reseller Terms & Conditions

OPULUS Beauty Labs Reseller Agreement

DEFINITIONS:

REA	REA INNOVATIONS, INC. (creators of OPULUS Beauty Labs)
Reseller	Authorized REA Reseller (which includes all associates, affiliates, partners, employees, and contractors of the account holder)
End-Consumer	Consumers who purchase from an authorized Reseller
Terms & Conditions	REA Reseller Terms & Conditions
New Reseller Documentation	Reseller electronically confirms and accepts the electronic REA Terms & Conditions agreement and its' appendices as a legal agreement.
Opening Order	First product order after the Reseller has been approved by REA
Testers	Activator and Opoule Treatments

 

OPENING AN ACCOUNT

REA INNOVATIONS, INC. is a wholesale company that distributes to luxury retail, select doctors’ offices and professional spas. REA does not distribute to home-based or mobile businesses, and reserves the right to refuse the application of any prospective Reseller for any reason.

PURCHASING REA PRODUCTS

The Reseller agrees to purchase REA products from REA only and therefore is not permitted to purchase REA products from any other Resellers or source.

PLACING ORDERS

Orders may be placed online through the OPULUS Wholesale site, and/or through a REA Sales Representative. REA will generally ship orders within 1-2 business days. Order processing timelines may be extended and agreed upon for certain Resellers that normally place large orders.

Opening an account does not guarantee that orders will be accepted, particularly if any of the Terms & Conditions are not upheld. All order requests are reviewed on an individual basis. REA reserves the right to reject orders, in its absolute discretion, for any reason whatsoever, and no Reseller has any right to the fulfillment of any further or future order from REA. All sales from REA to Resellers are on an order-by-order basis.

PRODUCT AVAILABILITY

REA makes every effort to ensure all product offerings are always available. However, due to the current global economic climate, (e.g., supply chain issues) delays or reduction in quantity may occur as a result.

PAYMENT OPTIONS

Accepted methods of payment include Visa, MasterCard, American Express, and PayPal. Called in orders to an OPULUS sales representative would enable resellers to purchase using the above methods or by check or wire transfer. Payments returned for insufficient funds will incur a $35 NSF fee and overdue accounts will be charged 2% interest per month. The Reseller agrees to pay any fees incurred on behalf of their financial institution. Resellers with unpaid invoices exceeding 90 days will automatically be sent to Collections and the Reseller agrees to pay all associated collections costs and legal fees.

All Opening Orders must be prepaid (Net Terms are not an option for Opening Orders).

NET30 DAY TERMS

After 3 months of good standing with REA, Resellers can apply to pay all invoices with Net30 day Terms by requesting a Net30 Application Form from OPULUS sales/customer service at support@OPULUSBeautyLabs.com. In order to receive approval, each application must have three vendor references in which Net30 Terms have already been established. The references will be contacted. Once the application has been approved by REA and the Net30 Terms & Conditions are signed by the Reseller and received by REA, future invoices may be paid by credit card (Visa, MasterCard, American Express), company check or wire transfer. Resellers with overdue accounts will be unable to place new orders until any outstanding balances are paid in full. If a Reseller has been granted Net30 Terms, REA reserves the right at any time to change or eliminate all Net30 Terms, and to require payment in full in advance of any shipment of an order.

MINIMUM ORDERS

The minimum opening order of OPULUS Starter Systems is 5 Systems with free shipping. All subsequent orders (Systems and/or Opoules) above a $500 minimum will also receive free shipping.

TRADEMARKS & COPYRIGHT

Content displayed in REA brochures, advertisements, product packaging, product information sheets, marketing materials and content on the REA website are copyrighted and trademarked in order to maintain the integrity of the REA brand and trademarks.

As a courtesy to our Resellers, we have created a SharePoint Site containing approved creative content that helps you educate your consumers and establishes the spirit and function of OPULUS Beauty Labs. The link to this portal will be sent out once you are an approved Reseller and have completed your initial purchase.

As with most brands, the use in print or digital form of copyrights, trademarks, logos, manufacturing images, product images, copy or other REA information without the express written consent by REA is prohibited.

Any production or reproduction of REA products (including and not limited to: product, packaging, promotional materials, image, concept, logo or name) is prohibited unless authorized in writing by REA.

The Reseller agrees to remove any REA Trademarks in the Reseller’s business names, location names or website domain names when requested by REA.

REA PRODUCT DISTRIBUTION

Only Resellers approved and regularly trained by REA at a location approved by REA are permitted to conduct professional services using REA products and/or sell REA products. The Terms & Conditions apply to all locations owned (wholly or jointly) by the Reseller.

REA products, in any capacity, are for use solely by the business or individual named on the Reseller documentation. Unless the Reseller receives prior written consent from REA the Reseller may sell only from the location approved by REA as identified in the Reseller Documentation.

The Reseller is prohibited from acting as a wholesaler, and is authorized to sell product only to End-Consumers. The Reseller is strictly prohibited from selling or transferring any REA products to any wholesaler, retailer (including any online retailer), or other reseller, including to another REA Reseller (See Appendix A - Anti-Diversion Agreement). The Reseller further consents to make its records available to REA upon request to allow REA to verify the Reseller's compliance with this provision. REA will terminate the Reseller's rights to sell REA's products should the Reseller (i) sell or transfer REA products to a wholesaler, retailer, or other reseller (REA reseller or other reseller), or (ii) fail, in a timely manner, to make requested records available to REA for review and inspection.

Retail products are the only permissible REA items to be sold. The following REA products are not for resale by the Reseller: Professional products, Sample products, Promotional materials, Displays, Tester products, After Training Gratis products, individual components within Starter Sets & Gift Sets and Gift With Purchase (GWP) products.

REA TRAINING

REA prides itself on education and believes that regular training is vital in optimizing each Reseller’s financial performance, End-Consumer retention, and staff engagement. Our requirement is that each Reseller and their staff receive free virtual training 4 times per year.

ONLINE DISTRIBUTION

The Reseller is prohibited from selling REA products through or by means of any website other than the Resellers' own website. All Reseller’s intending to resell REA products online agree to disclose all website domains where products are being sold. The Reseller must notify REA of any changes to the Reseller’s website domains prior to implementation of those changes.

INTERNATIONAL DISTRIBUTION

REA products are not currently sold outside the United States. As such any Reseller selling product to consumers who reside outside the USA and are intent on using the products outside of USA do so at their own risk. Warranty for units used outside the USA are void and REA is not responsible for any issues that may arise.

PRODUCT TESTERS

Testers (aka Activator and Opoules) play an important role in increasing sales by allowing the End-Consumer to see, touch and smell products prior to purchasing.

MINIMUM ADVERTISED PRICE (MAP)

In accordance with its Minimum Advertised Price (MAP) Policy, REA may unilaterally impose sanctions should the Reseller choose not to follow the REA MAP Policy (see APPENDIX B).

PRICE ADJUSTMENTS

REA makes every effort to inform Reseller’s prior to making any price adjustments; however prices are subject to change without notice.

REQUIRED CONDITION OF STORAGE

It is the Reseller’s responsibility to manage inventory and ensure that optimal freshness of products is maintained to prevent End-Consumers from receiving products that have reached their maximum shelf life.

All REA products must be stored in a climate-controlled environment (40-68ºF) away from direct sun exposure, moisture, and severe temperatures. It is recommended never to heat or freeze any REA products. Given the freestanding form of REA Opoules packaged in bulk for demonstration, they must be handled with hygienic care (only touch the Opoule that is going to be used for demonstration). Opoules should not be allowed to sit on shelf in direct light.

SHIPPING SERVICES

Shipping charges are determined at the time of purchase. All minimum orders (5 professional starter systems) include shipping. Any order below minimum requirements will have a shipping & handling fee of $25 (USD) applied. Shipping rates are established through the courier provider and are subject to change without notice.

PRODUCT RETURN POLICY

It is the Reseller’s responsibility to inspect all packages upon receipt and immediately report any physical signs of damage to product and/or any discrepancies between the packing list in the shipment and the physical product received.

The Reseller agrees to have read, understood, and accepted the terms of the REA Return Policy (see APPENDIX C).

REFUSAL OF SHIPMENT

When a shipment is returned due to delivery refusal, or if the shipment is undeliverable, either a 25% restocking fee or applicable shipping costs will be charged to the Reseller. New shipping charges will be incurred to re-send the shipment. Subsequent shipments will be held until the Reseller’s account balance is cleared.

EXCLUSIVITY

Becoming a Reseller does not automatically grant that Reseller exclusivity within their geographic region.

REA reserves all rights to consider approving additional Resellers in any region on a case-by-case basis.

CHANGE OF ADDRESS

The Reseller is required to submit a new Customer Information Form to their Sales Representative prior to any change to their shipping, billing, or spa location addresses. REA reserves the right, in its absolute discretion, to decline orders for new locations.

CHANGE OF OWNERSHIP

If at any time a business associated with a Reseller is sold or undergoes a change of ownership, the REA Sales Representative must be notified immediately. The former account owner can continue to place orders, under the existing account, until the new owner takes possession. Once the change of ownership has occurred, the new owner is required to submit New Reseller Documentation. Upon review of the completed New Reseller Documentation, the former Customer account will be closed and a new Customer account will be established. All orders following the change of ownership will be held until the new account has been approved and opened.

SANCTIONS

The Reseller is required to abide by the Terms & Conditions to maintain active account status with REA If a Reseller fails to comply with any section of the Terms & Conditions, REA may notify the Reseller via phone, email or standard mail of the violation and reserves the right to immediately place the Reseller’s account on hold until the Reseller has come into compliance. REA also reserves the right to revoke the Reseller’s wholesale purchasing privileges and/or terminate the account of any Resellers in violation of any of the Terms & Conditions outlined in this policy without prior notice.

CLOSING AN ACCOUNT

In its absolute discretion, REA may close any Reseller’s account for any reason with 10 days’ written notice, sent to the Reseller’s billing address. Any monies owing become immediately due upon account closure.

REA retains the right to close a Reseller's account immediately, and without any prior notice, if it has cause to do so.

GOVERNING LAW

The interpretation and enforcement of this agreement shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware, without giving effect to conflicts of laws principles. The parties hereto hereby irrevocably consent that the venue of any action related to this Agreement, Reseller's relationship with REA or any sales of REA products shall be exclusively in the courts located in State of Delaware. All disputes between the parties shall be resolved exclusively under the substantive law of the State of Delaware.

 

APPENDIX A- ANTI-DIVERSION AGREEMENT

REA INNOVATIONS, Inc. distributes and sells high quality skin care, cosmetic and other beauty

products (“Products”) under the brand OPULUS Beauty Labs. The Products are designed and intended for sale only in dermatology offices, professional spas, and approved luxury retailers (collectively, “Resellers”). A professional dermatology office, or spa is owned by or employs one medical doctor, licensed cosmetologists and/or estheticians on a full-time basis at each location, is current in all state licensing for its business and maintains a reasonable area devoted to diagnostic services and/or esthetic spa services. Retailers are established beauty and cosmetics retail operations solely approved by REA.

The undersigned Reseller represents and warrants that it is a legitimate professional establishment and

wishes to purchase Products from REA, and REA agrees to sell reasonable quantities of the

Products to Reseller in consideration of the Reseller’s promises and subject to the terms and conditions set forth below.

1. All Products purchased by Reseller from REA will be used by Reseller on its premises associated with providing services to Reseller or, in the case of retail products designed for home use, sold to Reseller’s customers from the Reseller’s premises and only in quantities for their customers home consumption needs.

2. Reseller will use and apply “professional use only” products only in connection with professional services performed on our premises for Resellers customers. Reseller will not sell or otherwise transfer “professional use only” products to anyone.

3. Reseller will not resell Products to any other business, retailer, salon, cosmetologist or distributor. Reseller will not sell Products to 3rd party online retailers, provided that Reseller may sell directly to end consumer on its own website. Reseller will report immediately to REA any person or business who attempts to buy the Products for any purpose other than their personal use in quantities meeting their home consumption needs. Reseller will maintain records of all sales of Products exceeding $500 and will make such records available for inspection by REA.

4. Reseller will not remove, obliterate or tamper with any codes, labels or serial numbers applied to Products by REA and will not agree or conspire with others to do so.

5. Reseller acknowledges REA has expended considerable resources to build the reputation of the OPULUS brand and that the diversion of Products to non-professional outlets damages the reputation of the OPULUS brand, the goodwill with the brand’s customers and damages REA’s business relations with distributors and other customers. Because actual damages to these business relationships, goodwill and reputation are difficult to measure, Reseller agrees to pay the manufacturer $100 per product unit sold by Reseller in violation of this agreement. In addition, Reseller hereby agrees that REA and the manufacturer shall be entitled to the following in the event Reseller violates this agreement: (i) an injunction against Reseller prohibiting Reseller’s violation of this agreement; and (ii) reseller will reimburse REA and the manufacturer all costs associated with the repurchase of the Products sold or transferred by Reseller in violation of this agreement (iii) reseller may be identified in public announcements as involved, directly or indirectly, in diversion of Products; and (iv) reasonable attorney fees and costs incurred by REA and manufacturer in any legal action(s) taken against Reseller for injunctive relief and damages as set forth above.

6. Reseller’s owner is responsible to ensure performance of this agreement. Reseller will take appropriate action to make each of its employee(s), representative(s), and agent(s) working on Reseller’s premises aware of Reseller’s obligations under this contract and secures their compliance with this agreement. Reseller hereby waives any defense based on the assertion or evidence that its employee(s), representative(s), or agent(s) did not know the requirements of this contract.

7. This agreement is intended to benefit Reseller and REA and each may enforce this contract. The parties acknowledge that this agreement does not create a partnership or franchise relationship.

8. This agreement may be terminated with respect to future purchases without penalty at any time by either Reseller or REA upon written notice.

APPENDIX B - MINIMUM ADVERTISED PRICE POLICY

REA INNOVATIONS, Inc. (“REA”) has established a Minimum Advertised Price (“MAP”) Policy to protect the

investment of our Resellers and to protect REA's brand reputation for quality products.

We recognize that our Resellers invest time and resources to deliver an extraordinary customer experience through knowledgeable staff, product education and compelling product representation. REA has established this MAP Policy to allow Resellers to earn the fair and reasonable profits necessary to maintain the high level of customer excellence which End-Consumers expect from REA Resellers.

The MAP Policy applies only to advertised prices and does not apply to the prices at which the products are actually sold by our Resellers. Resellers remain free at all times to set their own resale prices.

REA will regularly review all Reseller commerce locations and conduct web searches on Internet websites to ensure consistent compliance to this MAP Policy.

REA intends to cease business with Resellers who compromise the perceived value of REA products. If a Reseller chooses not to follow the MAP Policy, REA may unilaterally impose sanctions at REA's sole discretion. REA's intent is to unilaterally refuse to sell products in the future to Resellers that intentionally or repeatedly fail to abide by the MAP Policy as described below.

The REA MAP Policy is defined as follows:

1. REA reserves the right, in its unilateral discretion, to take action with respect to any Reseller violating this MAP Policy.

2. Resellers must not advertise REA products below the MAP Retail Price. The MAP Retail Price is defined as the price listed on the OPULUS Beauty Labs retail website. Listing or displaying a price lower than the MAP Retail Price next to the featured product in any advertising will be viewed as a violation of this MAP Policy. This MAP Policy applies to all advertisement of products in any and all media, including, without limitation: flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as “Click for price”, automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in an End-Consumer’s electronic shopping cart, and other similar features are considered to be advertisements by the Reseller under this MAP Policy. This MAP Policy also applies to any activity which REA determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as, but not limited to, solicitations for ‘group purchases’ and similar activities. The MAP policy is not applicable to any in-store advertising that is not distributed to the End-Consumer. Pricing listed on an internet site is considered an “advertised price” and must adhere to the MAP policy.

3. It shall not be a violation of this MAP Policy to advertise in general that the Reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; as long as the Reseller does not include any advertised price below the MAP Retail Price and the Reseller otherwise complies with this MAP Policy.

4. Where a Reseller creates a bundle or package that includes REA products, the Reseller must not sell or advertise the bundle (or package) at a price that: (a) reduces the advertised price of the bundle (or package) to more than 25% below the total MAP Retail Price of the individual REA products in the bundle (or package) or (b) violates the letter or spirit of the MAP Policy.

5. The value of any Additional Incentives must not (a) reduce the total advertised value of the REA products (including the Additional Incentives) to more than 25% below the total MAP Retail Price of the individual REA product (where an “Additional Incentive” is defined as any additional discount, coupon, gift card, or incentive in the form of a special event or promotions) or (b) violate the letter or spirit of the MAP Policy.

6. It shall not be a violation of this MAP Policy to advertise that an End-Consumer may “call for price” or “email for price”, or to use similar language, specifically with respect to REA products, so long as no price is listed.

7. Resellers may offer products on promotion at a lower advertised discount only with written permission from REA.

8. If a Reseller with multiple store locations violates this MAP Policy at any particular store location, then REA will consider this to be a violation by all of the Reseller’s locations.

9. Although Resellers remain free to establish their own resale prices, REA reserves the unilateral right to cancel all orders and indefinitely refuse to accept any new orders from any Reseller if REA verifies that the Reseller has advertised any products at a price less than the applicable MAP Retail Price, or if the Reseller has violated this policy in any other way.

10. From time to time, REA may discontinue specific products or engage in promotions with respect to certain specified products, or engage in the sale of “close out” products. In such events, REA reserves the right to modify or suspend the MAP policy with respect to the affected products by notifying Resellers of such change. REA further reserves the right to unilaterally adjust the MAP with respect to all or certain products at its sole discretion upon seven (7) days advance notice.

 

APPENDIX C – RETURN POLICY

We want you to be completely happy with your REA purchase. We have a specialized Customer Care team dedicated to supporting you when a product return is necessary.

REA product returns require approval from the REA Central Office including, if requested, a reasonable opportunity to inspect, take samples and test the products in question. Returns will be accepted only from Authorized REA Resellers. REA will not entertain any complaints, damages or returns that were the result of purchases from Tradeshows, unauthorized Resellers, nor will REA accept returns from End-Consumers directly.

To initiate a return, call 1-866-449-1594 or email support@OPULUSbeautylabs.com. Simply ask for the Customer Care team when speaking with Reception at the REA Central Office. This team will collect details from you, determine if the products are eligible for return and provide you with guidance about next steps.

For a product to be eligible for return, the following conditions must apply in the following two scenarios:

1. Product defects & spoilage or significant skin reactions:
   1. Product(s) was purchased from REA within the last 12 months.
   2. A detailed description of the issue is provided to the Customer Care team, including the batch number.
      1. For skin reactions, please be prepared for Customer Care to ask questions about the signs and symptoms of the reaction, details about the End-Consumer’s skin care regimes, allergies, recent professional treatments and details about any samples/testers used prior to an REA purchase.
   3. Order processing errors & products damaged during shipping:
      1. Issue is reported to REA within 15 calendar days of the receipt date.
      2. REA is contacted immediately if products are found to be damaged as a result of shipping.
      3. A detailed description of the damage is provided to the Customer Care team.
      4. Product(s) is returned in the condition it was received.

NOTE:

• REA is not liable for missing packages with confirmed delivery by courier.
• For order processing errors made by the Authorized REA Reseller, a 25% restocking fee will be applied to the replacement order or to the related credit.

REA will not accept product returns for the following:

• Lack of sales
• Testers (due to the unregulated condition of use and storage)
• Products received 12 or more months prior to the return request
• Products not stored according to the Required Conditions of Storage outlined in the Terms & Conditions

Replacements & Credits

• If a return is approved, a replacement or credit note will be issued.
• You will be notified via email once the return has been processed.
• Replacement products, at no charge, of the same item will be sent if the original product is damaged or defective.
• Return products must be received and accounted for at an REA warehouse before credit notes are made available for future orders or replacements can be sent:
  • A replacement or credit will be issued within 10 calendar days of receipt at an REA warehouse.
  • In the event that replacements are sent out in advance and the return products are not received back within 60 days, the equivalent value of the replacement products will be charged to the account.
• REA does not offer credit notes for products that were sent out at no charge on the original order.
• Original shipping and handling costs are non-refundable.