Mineral Essence ™, Inc.
Official Terms and Conditions
An Agreement for all establishments with a place of business
In the United States

Professional Standards

• Buyer agrees that it will only offer the MINERAL ESSENCE™ retail products for resale to consumers and only for personal use. Buyer may not sell MINERAL ESSENCE™ retail products to another party that is a reseller (i.e. sells to business, consumers, or other parties).
  
  
• Buyer shall not sell through ebay.com or any other method utilizing the internet without the prior written permission of MINERAL ESSENCE, Inc. (the “Company”).
  
  
• Buyer shall not sell or allow others to sell the MINERAL ESSENCE™ retail products except in the Territory. The Territory is the US unless the Company and Buyer agree otherwise in writing.
  
  
• Buyer agrees that the diversion or exchange of any MINERAL ESSENCE™ products to any other person or entity (including affiliates, subsidiaries, or other organizations which Buyer is directly and indirectly an owner, investor or member of) by Buyer is prohibited without prior written consent of the Company, such consent to be issued in the Company’s sole discretion.
  
  
• Buyer agrees that it will not sell or advertise any of the MINERAL ESSENCE™ Beauty Products for or in relation to domestic or international export, either directly or indirectly.
  
  
• Buyer agrees to have an established place of business with a store and or retail front and that lack of such store will be grounds for termination of this Agreement.
  
  
• The Company prohibits the disassembling of MINERAL ESSENCE™ Beauty Product Kits, as well as the selling or advertising of individual MINERAL ESSENCE™ Beauty Products from disassembled kits.
  
  
• Buyer agrees to esthetically represent MINERAL ESSENCE™ testers and retail products in the best possible manner at all times, i.e. clean testers and brushes, updated marketing materials and neatly merchandised product.

Orders, Returns and Shipping Policies

• All sales of products by the Company to Buyer shall be made under the provisions hereof, and no order shall be binding upon the Company unless or until entered into the Company’s order entry system.
  
  
• Except for the return policy set forth herein, all sales to Buyer are final at time of placing the order to purchase. Any changes thereafter will be treated as a separate order which will be subjected to a shipping cost.
  
  
• Company’s return policy is that any purchases by Buyer may be returned to the Company for refund (subject to deductions or fees as set forth herein), but only if such is returned within 30 days of when received and if such is returned in the condition Buyer received it.
  
  
• Buyer agrees that there is a minimum order of 3 of each product ordered.
  
  
• Ground shipping can and will take up to 7 business days, depending on where the shipment is destined depending on the availability of the product. For an additional charge, Company will offer to utilize a 2 day or overnight shipment service. This section is not intended as a guarantee of delivery time as such service is actually provided by a third party delivery service.
  
  
• Buyer agrees that all purchases will be inspected by it immediately upon receipt. Buyer must  immediately reject delivery and return it to the delivery service in order to avoid charges for return of products should the package show signs of damage, spillage, or any other irregularity. Any and all deliveries that are discovered to be damaged upon opening of boxes (denting of packaging and or spillage) and shortages in shipment must be reported by Buyer to the assigned MINERAL ESSENCE™ Regional Manager or the Company’s Customer Service number 800-715-1006 within 48 hours to avoid 25% restocking fee and shipping costs.
  
  
• Buyer agrees that all returns of purchases for any reason other than damage, order entry errors, shipping errors, or documented allergic reaction are subjected to a 25% restocking fee, provided such return is within the 30 day return period described above.
  
  
• With regard to any product returned for allergic reaction, Buyer agrees that the container for each must be at least ¾ full and accompanied by a complete MINERAL ESSENCE™ Allergic Reaction Form or else such return will be considered invalid.
  
  
• Buyer must contact Regional Manager or Customer Service for R.A. (Return Authorization) number with regard to any return. That number will be placed underneath the return label. Inside any package, the Company requests Buyer provide a list of the products that are being returning, the R.A. number along with Buyer’s business’ name, address, phone number and customer I.D. number.
  
  
• With regard to all returns in compliance with this Agreement, the Company shall provide a credit rather than payment with regard to future orders.
  
  
• Buyer agrees to follow all return policies promulgated by the Company in the future which it posts on its website or otherwise informs Buyer of.

Commercial Policies

• MINERAL ESSENCE™, Inc encourages all of its buyers to resale retail products at the current official MINERAL ESSENCE™ S.R.P. (suggested retail price). Buyer agrees that all special price offers and discounts offered by Buyer either in print and/or by electronic means (e-mail or internet) must make written mention of the current official Company S.R.P. (suggested retail price).

• All prices quoted by Buyer are to be exclusive all tariffs, tax and duties, insurance, shipping, freight and delivery charges, unless otherwise included in the price list or the customers of Buyer are otherwise reasonably informed.

Payment

• MINERAL ESSENCE™, Inc. accepts American Express, Visa, MasterCard, Cashier Checks, Money Orders as means of payment by Buyer. Payment terms are Net 30 for qualified businesses. A $25.00 processing fee and any other bank charges incurred on account will be charged to Buyer for all returned checks of Buyer. First order by Buyer must be prepaid.

Advertising and Trademarks

• Buyer agrees that it is prohibited to use, authorize, or permit the use of the Company’s trademarks or trade names as a part of Buyer’s firm, corporate, or business name.
  
  
• Buyer agrees that it is prohibited to use any of the Company’s trade names for advertising or marketing purposes to denote the origin of the Company’s products without the prior written consent of the Company.
  
  
• Buyer may not and shall not copy or modify the products or the packaging of the products. Specifically, Buyer shall not remove the products from the containers in which the products are packaged.
  
  
• Buyer shall not package the products with any other goods other than those of the Company.
  
  
• Selling or advertising by Buyer of the Company’s products online through the internet without prior written consent from the Company is prohibited. The Company reserves the right to give this consent solely at its own discretion.
  
  
• Buyer agrees that any Company images allowed to be used for promotion or advertising on printed marketing material (magazines, brochures, newspapers etc.) outside regular advertising materials supplied by the Company must be chosen from the current MINERAL ESSENCE™ CD of images. Buyer agrees to insert all promotion/advertising on electronic supports (internet, video, television, screen projection and other image display hardware) the phrase: “We are an authorized reseller of MINERAL ESSENCE™ products for the United States only.”
  
  
• Buyer agrees that the Company may request the Buyer to remove partially or totally any images or texts related to Company either in printed and or electronic supports, that may depreciate the image or affect the intellectual proprietary of the MINERAL ESSENCE™ brand.
  
  
• Buyer agrees to request written authorization from the Company for any artwork before posting/printing any material involving the MINERAL ESSENCE™ brand or other brands of the Company on either printed and or electronic supports.
  
  
• Buyer agrees that it is prohibited to insert the words MINERAL ESSENCE™ and or “ME as part of their web site domain names, written partially and/or fully in small or capital letters, with or without hyphenation.
  
  
• Buyer agrees that the sole and only text that may be returned from a search on the internet is in the form of “THE RETAILERS NAME- A MINERAL ESSENCE™, inc. authorized partner.
  
  
• Should the Company ever grant permission, the right to use the trademarks, tradenames, or service marks of the Company to Buyer in any manner, the Buyer will abide by all policies established by Company at all times.

Business Relationship

• Buyer agrees that the Company reserves the right to evaluate each retailer on a regular basis to determine its financial ability, ability to represent the brands of the Company is a positive manner, and ability to service its customers.
  
  
• Buyer agrees that the Company reserves the right to discontinue doing business with the Buyer and to remove Buyer from its commercial database if it has had NO activity for six (6) consecutive months.
  
  
• Buyer agrees that if after six (6) consecutive month of inactivity the Buyer wishes to place a reorder with the Company, the Buyer will be required to purchase in the same manner of as an initial purchase by a new buyer of the Company.
  
  
• Buyer agrees to meet with a MINERAL ESSENCE™ brand representative from the Company on a regular basis to discuss the sales, forecasting, education, promotion and marketing of MINERAL ESSENCE™ products in their place of business.
  
  
• Buyer agrees that Company may seek an injunction without the posting of bond for any violation of this agreement. Any such violation regarding the altering of the products of Company or in regard to the trademarks, trade names or service marks of the Company shall be considered to be causing irreparable harms. Buyer agrees that the Company reserves the right to refuse to sell any of the products or services of the Company to Buyer if Buyer breaches this Agreement, and may seek other appropriate remedies and damages.
  
  
• Buyer agrees that it will send a senior employee as a representative to attend a MINERAL ESSENCE™ product education once every calendar year at the Company’s headquarters or at a local conference scheduled for their region, at its own expense. In addition, Buyer agrees that it will ensure that its employees that will sell the Company’s products or services will attend an on-site MINERAL ESSENCE™ brand training conducted by the employee of Buyer that was sent as a representative as described above.
  
  
• Buyer agrees to preserve the confidentiality of the Confidential Information of the Company. The Confidential Information of the Company are a) any materials or information labeled as “Confidential” or “Proprietary” by Company, b) the financial information of the Company, c) the business plans of the Company, d) and another other material or information which a reasonable person who conclude is Confidential Information based on the nature of such material or information.
  
  
• The Company may terminate this Agreement at any time and as such will not have any further obligation to the Buyer. Buyer’s obligations survive the termination of this Agreement.
  
  
• The Company will not be liable to Buyer for any consequential, special, incidental damages, including but not limited to any reimbursements, damages due to any loss of prospective profits, unanticipated sales losses, expenditures, investment, or loss of leases commitments in connection with the business, goodwill of Buyer, or any other actual or potential damages whatsoever arising out of, related to or claimed to arise from out any termination of this Agreement.

Modification
The Company may modify the terms and conditions of this Agreement in its sole discretion provided that iit gives 30 days prior written notice to Buyer of the modifications to this Agreement. If Buyer does not object to such modification in writing within 30 days of when notice was provided by the Company, Buyer shall be deemed to have consented to such modification. However, if Buyer does object in writing to such modification within 30 days of when notice was provided by the Company, then this Agreement shall remain unmodified.