Please read the Terms and Conditions agreement carefully before using the www.mychelle.com site operated by MyChelle Dermaceuticals, LLC. This agreement sets forth the legally binding terms and conditions for your use of the site at www.mychelle.com. By accessing or using the site in any manner, including, but not limited to, visiting or browsing on the site or contributing content or other materials to the site, you agree to be bound by these Terms and Conditions.
Trademarks
The trademarks, names, logos and service marks (collectively “trademarks”) displayed on MyChelle.com are registered and unregistered trademarks of MyChelle Dermaceuticals, LLC Nothing contained on this website should be construed as granting any license or right to use any trademark without the prior written permission of MyChelle Dermaceuticals, LLC.
Warranty Disclaimer
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, MyChelle Dermaceuticals, LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. MyChelle Dermaceuticals, LLC does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components..
Disclaimer of Liability
MyChelle Dermaceuticals, LLC shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company’s personal information or material and information transmitted over our system. In particular, neither the website owner nor any third party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof. In an attempt to provide increased value to our visitors, MyChelle Dermaceuticals, LLC may link to sites operated by third parties. However, even if the third party is affiliated with MyChelle Dermaceuticals, LLC, MyChelle Dermaceuticals, LLC has no control over these linked sites, all of which have separate privacy and data collection practices, independent of MyChelle Dermaceuticals, LLC. These linked sites are only for your convenience and therefore you access them at your own risk. MyChelle Dermaceuticals, LLC seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a MyChelle Dermaceuticals, LLC or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Participation Disclaimer
MyChelle Dermaceuticals, LLC does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, MyChelle Dermaceuticals, LLC is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, MyChelle Dermaceuticals, LLC reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to MyChelle Dermaceuticals, LLC in its sole discretion.
Indemnification
You agree to indemnify, defend, and hold harmless MyChelle Dermaceuticals, LLC, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
Termination
These terms are agreed upon your accessing the site and or completing the registration or shopping process. These terms and conditions may be terminated without notice at any time or for any reason. The provisions relating to copyrights, trademarks, disclaimer, limitation of liability and indemnification shall survive any termination.
FRENCH TRANSIT LLC
STANDARD TERMS AND CONDITIONS OF SALE
1. Definitions. As used herein, the following terms and conditions shall have the following meanings: Seller means French Transit LLC, the supplier of the Products. Buyer is the purchaser of the Goods. Purchase Order, purchase order, or order means the written order issued by Buyer for the Products. Order Acknowledgment means Seller’s written confirmation of a purchase order, a written offer from Seller to sell the Products to Buyer, and/or by shipment of the Products ordered. Products means the goods or services sold by Seller as shown in the Order Acknowledgement. Parties, collectively means Buyer and Seller, and each shall individually be referred to as a Party.
2. Offer and Acceptance. SELLER’S WILLINGNESS AND COMMITMENT TO SELL THE PRODUCTS TO BUYER IS EXPRESSLY CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS. SELLER EXPRESSLY OBJECTS TO, REJECTS, AND EXCLUDES ANY OTHER TERMS OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY DIFFERENT, ADDITIONAL, OR CONTRARY TERMS AND CONDITIONS PROPOSED BY BUYER, WHETHER IN A PURCHASE ORDER OR OTHER DOCUMENT. ANY BUYER ORDER, WHETHER COMMUNICATED TO SELLER VERBALLY, IN WRITING, BY ELECTRONIC DATA INTERFACE OR OTHER ELECTRONIC MEANS, OR BUYER'S COMMITMENT TO MAKE PAYMENT FOR ANY PRODUCTS, OR ANY OTHER INDICATION OF ACCEPTANCE, SHALL CONSTITUTE BUYER’S ACCEPTANCE OF THESE TERMS. SELLER’S REFERENCE TO BUYER’S PURCHASE ORDER NUMBER SHALL IN NO WAY CONSTITUTE SELLER’S ACCEPTANCE OF ANY PURCHASING TERMS AND CONDITIONS CONTAINED IN THE PURCHASE ORDER WHICH SELLER EXPRESSLY REJECTS. NO MODIFICATION TO THESE TERMS WILL BE BINDING UPON SELLER UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
3. Agreement. These Terms, together with Seller’s quotation, Order Acknowledgment, invoices, specifications, and any supplements or attachments thereto as issued by Seller from time to time, and the Buyer purchase order shall constitute the entire agreement between Seller and Buyer for each such sale (“Agreement”), and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, and communications, both written and oral. In the event of any inconsistency between the various parts of the Agreement, the conflict shall be resolved in the following order: the Order Acknowledgment, the invoice, these Terms, and the order. An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in Seller’s sole discretion, including, without limitation, for credit reasons. No agreement is formed until Seller issues the Order Acknowledgment and it is accepted by Buyer. The Order Acknowledgment shall be deemed accepted by Buyer unless Buyer rejects the Order Acknowledgement in writing within five (5) business days of receipt. By accepting the Order Acknowledgment, Buyer accepts these Terms. Notwithstanding anything to the contrary herein, if Seller and Buyer are parties to a fully signed, agreement governing the sale of the Products (“Master Agreement”), the Master Agreement shall govern the purchase and sale of the Products.
4. Estimates and Quotations. Any written estimate or quotation issued by Seller is for informational purposes only, does not constitute an offer. All quotations expire thirty (30) days after the date of issue. Stenographic and clerical errors are subject to correction.
5. Prices. The Prices for the Products shall be set forth in the Order Acknowledgment. Notwithstanding the foregoing, Seller shall have the right to make a price adjustment prior to delivery of the Products. If the adjustment is unacceptable to Buyer, Buyer shall notify Seller of non-acceptance within fifteen (15) days after receipt of the notice of adjustment. The failure to provide notice to Seller within this time period shall be deemed an acceptance by Buyer of such price changes. If Seller timely objects to the price adjustment, Seller shall have the option of either supplying the Products at the original price or canceling the order or that portion thereof to which the price adjustment applied, without liability of any kind. Buyer shall remain obligated with respect to all Products ordered and delivered without a price adjustment. Unless otherwise stated in the Order Acknowledgment, prices are exclusive of all applicable sales, use, and excise taxes, and any other similar taxes, duties, tariffs and charges of any kind imposed by any governmental authority on any amounts payable by Buyer (“Taxes”). Buyer shall be responsible for all such Taxes and charges; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices include standard packaging. Unless expressly otherwise agreed by the Parties in writing, the Prices also exclude transportation and insurance costs which are the responsibility of the Buyer. If Buyer is exempt from the payment of any tax or holds a direct payment permit, Buyer shall, upon order placement, provide Seller with a copy, acceptable to the relevant governmental authorities, of any such certificate or permit. Seller shall have no responsibility for obtaining any insurance unless expressly requested by Buyer and approved by Seller.
6. Payment Terms. Unless otherwise stated in the Order Acknowledgment, payment terms are net thirty (30) days from invoice date without offset or deduction. All payments shall be made in United States dollars. Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such claim will be allowed unless made within fifteen (15) days after receipt of the applicable shipment by Buyer. Seller shall not be obligated to ship any materials hereunder unless Buyer has paid in full all invoices for material in accordance with the terms of payment. Each order and shipment is a separate sale and Buyer shall not be entitled to set off against payments, adjustments, or deductions of any kind relating to any other order or shipment.
7. Title. Title to all Products shall remain in Seller until the complete purchase price and all additional costs and charges (collectively, the “Purchase Price”) are paid by Buyer. Buyer shall keep the Products free from all liens, levies and encumbrances until the Purchase Price is paid in full by Buyer. Buyer hereby grants to Seller a security interest in any Products sold hereunder to secure payment in full of any amounts owed to Seller for such Products. Buyer agrees to execute and hereby appoints Seller as its attorney-in-fact to execute on Buyer’s behalf, any document requested by Seller which is necessary for attachment and perfection of its security interest. If Buyer defaults, Seller will have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Ohio.
8. Remedies. If Buyer fails to pay when due any amount on any invoice issued in connection with this order, fails to pay when due any amount owing to Seller under any other contract or instrument with Buyer, is in breach of any of Buyer’s obligations to Seller under this or any other contract with Seller or any division or subsidiary of Seller, or if the financial or business condition or responsibility of the Buyer shall become impaired or unsatisfactory to Seller, Seller reserves the right, at Seller’s option, and in all cases without liability to Buyer, to suspend work on and other performance of any or all outstanding orders and any and all orders that may thereafter be received and/or withhold delivery of all or part of the Products subject hereto until past due payments are made and satisfactory assurance of payment is received, and/or to cancel any or all such orders, in all cases without prejudice to any other legal or equitable remedy. Buyer agrees to pay Seller the cost of collection of overdue invoices, including, without limitation, attorneys’ fees. All amounts not paid when due shall bear interest at the lesser of eighteen percent (18.00%) per annum beginning five (5) days past the due date until paid or at the highest rate permitted by applicable law. Seller shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity. The remedies provided herein will be cumulative or in addition to any other remedies provided by law or in equity. Seller’s waiver of a breach of any provision hereof, or failure at any time of Seller to enforce any provision hereof, will not constitute a waiver of any other breach or future non-observance of any provision hereof.
9. Delivery; Risk of Loss. Unless otherwise agreed in writing by the Parties, delivery of Products shall be FCA Seller’s facility (Incoterms 2020). Shipping dates are approximate only. Failure by Seller to meet the estimated delivery dates does not constitute a cause for cancellation or damages and Seller will not be liable for any delays, loss, or damage in transit. Seller is not responsible for delays or nonperformance resulting from (a) delays in receipt of final specifications or instructions from Buyer, (b) changes in specifications, and/or (c) force majeure, including, without limitation, strikes, lockouts, labor disturbances, material shortages, equipment failures, nonperformance by subcontractors or suppliers, or other abnormal manufacturing conditions, delays or failures of carriers or communications, fire, flood, storms, accident, riot, war, invasion, governmental requisitions or priorities, governmental regulations or orders, epidemics, pandemics, acts of God, or other causes beyond Seller’s reasonable control. Production or delivery affected by any such circumstances shall be excused without liability and Seller’s time for delivery shall be extended by the time required to eliminate such cause for delay, but this contract shall otherwise remain unaffected. If by reason of any such circumstances, Seller is unable at any time, or from time to time, to supply the total demand for the Products specified herein, Seller may distribute its available supply among any or all customers as well as departments and divisions of Seller and/or affiliates of Seller as Seller reasonably determines, without liability to Buyer. If delivery is delayed at the request of Buyer, or for any other reason beyond the control of Seller, the Products shall nevertheless be deemed to have been delivered to Buyer as of the date of notice from Seller to Buyer that the Products are available for delivery for purposes of determining the final price for the Products and the time payment will be due. Products held by Seller for Buyer after the giving of such notice shall be held at the risk and expense (including, without limitation, storage and insurance) of the Buyer. Delivery to Buyer’s designated carrier or common carrier shall constitute delivery to Buyer. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products. 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. Risk of loss or damage shall pass to Buyer upon delivery of the Products to the carrier. In the event of loss or damage in shipping, Buyer shall obtain a written statement from the carrier’s representative as to the circumstances of the loss or damage and deliver a copy to Seller.
10. Cancellation. Buyer may not cancel or modify an order after Seller’s acceptance without Seller’s written consent which Seller may withhold in its sole discretion. Seller may require, as a condition of consent, payment by Buyer of an amount specified by Seller to compensate Seller for costs already incurred, including to margin relating to the canceled order. If Buyer cancels an order after acceptance by Seller without Seller’s express written consent, Buyer agrees to pay all costs incurred by Seller and to compensate Seller for any loss of profits and other consequential damages that it may suffer in the event that Seller is unable to re-sell the Product(s) at the contract price. Notwithstanding the foregoing, Seller shall have the right to cancel an order upon written notice to Buyer or to change production facilities in its discretion without notification to Buyer if production of the Products becomes impracticable.
11. Inspection; Return. Buyer agrees to promptly inspect and accept or reject Products delivered by or for Seller within fifteen (15) days after delivery thereof to Buyer’s facility, and all Products delivered shall be conclusively deemed accepted and to conform to contract requirements reasonably determinable by inspection unless rejection is made with specific objection or notice of nonconformity is given in writing within such fifteen (15) day period. Buyer also agrees to inspect the Products for shortages and visible defects upon delivery and noting any on the carrier’s receipt. Goods shall not be returned to Seller without Seller’s prior permission, and then only in the manner prescribed by Seller.
12. Product Warranty. Seller may provide Product specific written warranties, as set out in Seller’s sales materials and/or as annexed hereto or referenced herein. In the absence of any such specific warranty for products sold hereunder, Seller warrants that Products will be reasonably free of defects in materials and workmanship. This limited warranty only applies to products which are stored, handled, installed, and used in the manner recommend by Seller. SELLER MAKES NO WARRANTY THAT THIS PRODUCT IS SUITABLE FOR ANY PARTICULAR PURPOSE AND CAN MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE SET FORTH ABOVE.
13. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN OR IN SELLER’S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCT AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS, OR AT THE OPTION OF SELLER, RETURN OF THE PRODUCT AND REFUND OF THE PURCHASE PRICE. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF THE PRODUCTS PURCHASED, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES.
14. Limitation of Liability. No claim by Buyer of any kind, including claims for indemnification, whether as to quality or amount of products delivered or for non-delivery of products, shall be greater in amount than the purchase price of the products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR COVER, OR LOSS OF PROFIT, REVENUE, OR USE, IN CONNECTION WITH, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE, OR LOSS OF USE OF THE PRODUCTS SOLD HEREUNDER, OR FOR ANY LIABILITY OF BUYER TO ANY THIRD PARTY WITH RESPECT THERETO. BUYER SHALL INSPECT FOR NONCONFORMITY PROMPTLY UPON RECEIPT. Failure by BUYER to give SELLER written notice of claim within fifteen (15) days from date of delivery or, in the case of non-delivery from the date fixed for delivery, shall constitute a waiver by BUYER of all claims in respect of such products. Any action for breach of this contract (other than for nonpayment of the purchase price) must be commenced within one year after the occurrence of the breach.
15. Patents. Seller reserves the right, without liability to Buyer, other than refund of any portion of the price paid, to discontinue deliveries of any product, the manufacture, sale, and/or use of which in the opinion of Seller, would infringe any letters patent, trademark, or industrial design or other intellectual property right now or hereafter issued, registered or existing and under which Seller is not licensed.
16. Specification Changes; Product Discontinuance. Seller may at its discretion (a) change or alter the quality or specifications of any of the Products hereunder, or (b) discontinue the manufacture or any such Products. If in the opinion of Seller such change or alteration will materially affect the performance of the Products, Seller will give Buyer thirty (30) days written notice and Buyer may terminate any order for Products subject to such change without liability to Seller. Seller shall give Buyer thirty (30) days written notice of the discontinuance of the manufacture of any Products covered by any order and the order shall terminate without liability to Seller as to any such Products not delivered by the end of such period.
17. Rights of Seller. If, in Seller’s judgment, Buyer’s credit shall become impaired at any time, Seller may decline to make shipments hereunder except upon receipt of cash payments in advance or security or other proof of responsibility satisfactory to Seller. If Buyer fails in any way to fulfill the terms and conditions hereof, SELLER may defer further shipments until such default is corrected. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller.
18. Governing Law; Forum. The rights and obligations of the parties hereto and the construction and effect of any contract formed pursuant hereto shall be governed by the laws of the State of Ohio. Buyer and Seller each consent to venue and personal jurisdiction over them in the courts of the State of Ohio, including the federal courts, for purposes of construction and enforcement of the agreement(s) between Buyer and Seller.
19. Buyer’s Duty to Report Complaints. Buyer shall immediately and fully report to Seller any claim, demands, or complaint, received by Buyer in regard to any Products sold hereunder.
20. Assignability and Amendments. This Agreement between Buyer and Seller is not assignable or transferable by either party, except to its successor or to the transferee of all or substantially all the party's assets to which this contract relates. No amendment or other modification hereof shall be effective without express written consent by an authorized officer of Seller, except Seller may revise these terms and conditions from time to time without notice to Buyer.
21. Compliance with Law. Buyer shall comply with all laws applicable to the Agreement 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 laws, , rules, regulations, executive orders, priorities, ordinances, and restrictions now or hereafter in force.
22. Confidential Information. All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, blue prints, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller 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 this order is confidential, solely for the use of performing this order, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller 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.
23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this order including, but not limited to, the following provisions: Confidential Information, Governing Law, Forum, Limitation of Liability, and Survival.
24. Miscellaneous.
(a) The Agreement shall govern the purchase and sale of the Products. Seller may revise these Terms from time to time with regarding future orders by posting an updated copy of these Terms to its website. Any order issued after the date the revised Terms are posted shall be subject to the revised Terms. Otherwise, the Agreement may only be amended or modified in a writing signed by both parties.
(b) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(c) Commencement of performance hereunder or under any such amended or subject agreement shall not be a waiver of the provisions of this paragraph. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(d) The relationship between the parties is that of independent contractors, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.