Terms & Conditions of Sale

CODEX BEAUTY TERMS AND CONDITIONS OF SALE


Last Revised on April 25, 2019

These Terms and Conditions of Sale (“Terms of Sale”) apply whenever you order or otherwise receive any products or samples (collectively, “Products”) of Codex Beauty LLC or its affiliates or subsidiaries (“Codex,” “we,” or “us”) through our website www.codexbeauty.com (the “Site”) or otherwise from us. These Terms of Sale should be read alongside, and are in addition to, our Website Terms of Use (“Website Terms”) and our Privacy Policy. For purposes of these Terms of Sale, “you” and “your” means you as the user of the Site or the purchaser of Products.

Please read these Terms of Sale carefully. By ordering or accepting receipt of a Product from us, you agree that you have read, understood and agree to these Terms of Sale and the Website Terms of Use. If you do not agree to these Terms of Sale, you must not order any Products from us. If you are purchasing or have purchased a Product from a third-party retailer or reseller, these Terms of Sale will not apply and you should refer to the terms and conditions of sale of the applicable retailer or reseller.


TABLE OF CONTENTS


1. PRODUCT ORDERS

2. PAYMENTS; PROMOTIONS; GIFT CARDS

3. PRODUCT DESCRIPTIONS AND PRICING

4. LIMITATIONS ON USE; OWNERSHIP

5. DISCLAIMERS

6. LIMITATIONS ON LIABILITY

7. INDEMNIFICATION

8. ADDITIONAL PROVISIONS






1. PRODUCT ORDERS


Order Acceptance. Once you place your order to purchase a Product from us, we will send you an email confirming your purchase. This email will provide you with the details of the order. This is not an order acceptance by us. A shipping confirmation email, including a tracking number will be sent when your order leaves our warehouse, which will signal our acceptance of your order. We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion and may limit quantities of Products purchased by you. If we are unable to accept your order, we will inform you by contacting the email and/or billing phone number provided at the time you placed your order. If we cancel an order after you have already been billed, then we will refund the billed amount.

Shipment of Products. Title and risk of loss for any Products you order pass to you upon our delivery to our carrier. We shall be under no liability for any delay or failure to deliver Products if the delay or failure is caused by a third party or is wholly or partly caused by circumstances beyond our control. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third party couriers. Online tracking may be available at our courier’s website, though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific time. For more information on shipping costs and estimated delivery times, please see our Shipping & Returns Policy.

Returns, Refunds and Exchanges. Please see our Shipping & Returns Policy for information on returns, refunds or exchanges of Products you have purchased through our Site.


2. PAYMENTS; PROMOTIONS; GIFT CARDS


Product/Service Payment. You acknowledge and agree that all information you provide with regards to a purchase of Products, including, without limitation, credit card and debit card information, and information provided via PayPal, Apple Pay, Google Pay, or AfterPay, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue or limit the available quantity of any Products, and (b) refuse to allow any customer to purchase any Products or deliver such Products to a customer or a customer-designated address. When you purchase Products, you (i) agree to pay the price for such Products as set forth on the Site, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (ii) authorize us to charge your credit card or other payment method for the Full Purchase Amount. Our Site may allow you to purchase Products and designate them to be delivered at a future date. In such instance, you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery of the applicable Products. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal, Apple Pay, Google Pay, AfterPay, or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.

Promotional and Referral Codes. We may offer certain promotional codes, referral codes or similar promotional coupons (“Promotional Codes”) that may be redeemed for discounts on future Products subject to any additional terms that Codex establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by Codex in writing; (d) may be disabled or have additional conditions applied to them by Codex at any time for any reason without liability to Codex; (e) may only be used pursuant to the specific terms that Codex establishes for such Promotional Code; (f) are not valid for cash or other credits or points offered via the Site; and (g) may expire prior to your use.

Gift Cards. Codex may offer gift cards for the purchase of products or services on the Site (“Gift Cards”). You acknowledge that Codex does not make any warranties with respect to your Codex Gift Card balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you represent and warrant to Codex that use of the Gift Card will comply with these Terms of Sale and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Site, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards may expire, and Codex may assess a service fee or dormancy fee with respect to Gift Cards solely to the extent permitted by applicable law.


3. PRODUCT DESCRIPTIONS AND PRICING


Codex may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Products. Any material and information presented by us on the Site or with any Products s is intended to be used for informational purposes only. While we attempt to be as accurate as we can in our descriptions for the Products, we do not warrant that Product descriptions are accurate, complete, reliable, current, or error-free.

The images of the Product on our Site are for illustrative purposes only. We cannot guarantee that a device’s display of the colors accurately displays the colors of our Products. The packaging of a Product may vary from that shown in images on our Site.

If a Product offered by us itself is not as described on the Site, your sole remedy is to return it in unused condition. The inclusion of any Products for purchase through the Site at a particular time does not imply or warrant that these Products will be available at any other time.

Although we use reasonable efforts to keep prices accurate and up-to-date on our Site, we reserve the right to alter prices at any time and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Product prices to the Site and/or upon making the customer aware of the pricing error.


4. LIMITATIONS ON USE; OWNERSHIP


You acknowledge that the Products are intended for your own personal use and that you will not resell the Products to any other persons. Codex reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products or services to be provided to you where Codex, in its sole discretion, believes may result in the violation of these Terms of Sale.

All material and information presented by Codex is intended to be used for personal educational or informational purposes only. The statements made about Products have not been evaluated by the U.S. Food and Drug Administration and the results reported, if any, may not necessarily occur in all individuals. The statements and products are not intended to diagnose, treat, cure or prevent any condition or disease. All Products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for Products to avoid potential allergic reactions.

Please consult with your own physician or health care practitioner regarding the use of any goods, products or information received from the Site before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. Codex does not give or intend to give any answers to medical related questions and the Site does not replace any medical professional or medical resource. Codex does not represent itself as a physician nor is this implied.

You acknowledge that, as between you and us, Codex and our licensors own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and other proprietary rights existing in or in relation to the Products.


5. DISCLAIMERS


We will use reasonable skill and care in fulfilling any order placed by you and which is accepted by us. However, we exclude all other representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law.

THE PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY CONDITION OR DISEASE. ALL PRODUCTS SHOULD BE USED STRICTLY IN ACCORDANCE WITH THEIR INSTRUCTIONS, PRECAUTIONS AND GUIDELINES.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CODEX, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “CODEX ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.


6. LIMITATIONS OF LIABILITY.


TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE CODEX ENTITIES BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE PRODUCTS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF SALE OR WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CODEX ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE CODEX ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNTS PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages; in such states or jurisdictions, the liability of Codex Entities shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

We will not be liable to you where we breach these Terms of Sale due to any cause that is beyond our reasonable control, including acts of God, explosions, floods, storms, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any federal, state or local governmental authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labor, fuel, parts or machinery; power failure or breakdown in machinery.


7. INDEMNIFICATION


You shall indemnify and hold the Codex Entities harmless from and against any and all liabilities, costs, damages, losses, and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation or breach of any term of these Terms of Sale or applicable law or regulation or your negligence or willful misconduct.


8. ADDITIONAL PROVISIONS


Updating These Terms of Sale. We may modify these Terms of Sale from time to time in which case we will update the “Last Revised” date at the top of these Terms of Sale. We will post the updated Terms of Sale on our Site. It is your sole responsibility to review the Terms of Sale from time to time to view any such changes. The updated Terms of Sale will be effective as of the time of posting and will apply to any orders placed on or after the “Last Revised” date.

Arbitration. The arbitration provisions and your opt-out rights set forth in the Website Terms shall govern your purchase of any Products.

California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Severability. If any provision, in full or in part, of these Terms of Sale shall be unlawful, void or for any reason unenforceable, then that provision, in full or in part, shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.

Miscellaneous. These Terms of Sale and the licenses granted hereunder may be assigned by Codex but may not be assigned by you without the prior express written consent of Codex. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Terms of Sale are governed by the laws of the State of California and with respect to arbitration by the JAMS Rules, without regard to conflict of laws rules. Except as otherwise expressly provided in these Terms of Sale, all arbitration and other litigation of any dispute between you and Codex related to these Terms of Sale shall be located in California.

How to Contact Us. You may contact us regarding the Products or these Terms of Sale at: 3130 Alpine Road, #200, Portola Valley, CA 94028, by phone at 1-855-263-3980 (North America) and 0800-484-0082 (Europe) or by e-mail at support@codexbeauty.com.