Terms and Conditions of Use

Welcome to the website http://www.teoxane.us

BY PLACING AN ORDER FOR TEOXANE PRODUCTS, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR BUSINESS, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR BUSINESS TO THESE TERMS.

1. Terms. These terms and conditions (these "Terms") apply to the purchase and sale of Teoxane Dermocosmetics (“products”). These Terms are subject to change by Teoxane USA, Inc. (referred to as “Teoxane,” "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any products. You should also carefully review our Privacy Policy before placing an order for products (see Section 11).

2. Order Acceptance and Cancellation.

2.1 You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders are subject to our acceptance. We may choose not to accept orders at our sole discretion. You acknowledge that any confirmation email with your order number and details of the items you have ordered serves only to confirm our receipt of your order and not as our acceptance of your order.

2.2 You agree that we may add or remove products from the list of products available for purchase at any time and that we may change the specifications of any product at any time. We have no obligation to accept orders for discontinued, modified or unavailable products, and you acknowledge that we have no liability to you relating to the discontinuation, modification or unavailability of any product.

3. Prices and Payment Terms.

3.1 All prices of products are subject to change without notice. The price charged for a product is the price communicated by our local sales representative to you at the time the order is placed. The price charged will be clearly stated in your order confirmation email. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and itemized in your order confirmation email. While we strive to display accurate price information, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

3.2 Terms of payment are within our sole discretion, and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us or through the Shopify platform is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted at the time of your order.

4. Shipments; Delivery; Title and Risk of Loss.

4.1 We will arrange for shipment of the products to you. You will pay all shipping and handling charges unless otherwise specified in the order confirmation. You represent and warrant that all purchases are intended for final delivery to locations within the United Sates of America.

4.2 Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipment.

5. Returns and Refunds. Except for any products designated as non-returnable, as long as you are in compliance with these Terms and applicable guidelines and policies of Teoxane, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 days of shipment with valid proof of purchase and provided such products are returned in their original condition and unopened, original packaging. To return products, you must email our Returns Department at us-info@teoxane.com to obtain a Return Merchandise Authorization ("RMA") number before shipping your product. No returns of any type will be accepted without an RMA number. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a [NUMBER]% restocking fee. Refunds are processed within approximately 7 business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED AS NON-RETURNABLE.

6. Warranty Disclaimers.

TEOXANE DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

IN PARTICULAR, AND WITHOUT LIMITATION, TEOXANE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO: (i) ANY TEOXANE PRODUCT’S FITNESS FOR PURPOSE FOR ANY GIVEN INDIVIDUAL OR ANY BENEFITS AND SATISFACTION WITH REGARD TO SUCH PRODUCT’S USE, (ii) THE ADEQUACY AND COMPLETENESS OF TEOXANE PRODUCT BROCHURES, INSTRUCTIONS AND INSERTS, THEIR FITNESS FOR PURPOSE, OR THE BENEFIT(S) THEY MAY PROVIDE, (iii) ANY INDIVIDUAL’S EXPERIENCES WITH ANY TEOXANE PRODUCT, AND (iv) THE ALLERGENIC POTENTIAL AND LONG-TERM SAFETY OF TEOXANE PRODUCTS.

TEOXANE PRODUCTS AND TEOXANE PRODUCT BROCHURES, INSTRUCTIONS AND INSERTS MAY BE UPDATED AT ANY TIME FOR ANY REASON. TEOXANE IS UNDER NO OBLIGATION TO PROVIDE NOTIFICATION OF UPDATES.

TEOXANE PRODUCTS ARE COSMETIC PRODUCTS, AND LIKE OTHER COSMETICS, HAVE NOT BEEN REVIEW OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION.

7. Limitation of Liability.

IN NO EVENT SHALL TEOXANE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND MAXIMUM LIABILITY FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED FROM US.

8. Restrictions on Resales. You represent and warrant that you are buying products from us solely for resale to your patients and customers for their “own use” and only in a quantity that is generally purchased by an individual patient or customer for personal use. You acknowledge and agree that: (i) you may not remove, tamper with, or modify the packaging or labeling of any products; (ii) you may not sell any products to anyone who you believe intends to re-sell them; and (iii) you may not sell any products on or through any third-party Internet marketplaces or platforms, including but not limited to Amazon, Walmart.com, or EBAY. You further represent and warrant that you will not, directly or indirectly, make any representations on behalf of us or with respect to the products except as expressly set forth in our literature or other promotional materials or engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to the products, us, or any third party, including product disparagement and any trade libel of us or any third party.

9. Minimum Advertised Price Policy. We have established a minimum advertised price policy, which is available at https://www.teoxane.us/en/category/all-products for your review.

10. Intellectual Property Rights; Branding Guidelines.

10.1 Teoxane is and will remain the sole and exclusive owner of all intellectual property rights in and to each product and any related specifications, instructions, brochures, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or of any intellectual property rights relating to those products.

11. Privacy. Our Privacy Policy, https://www.teoxane.us/en/page/privacy-policy governs the processing of all personal data collected from you in connection with your purchase of products from us.

12. Force Majeure. Neither party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any provision of these Terms (except for your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): acts of God; flood, fire, earthquake, severe weather, pandemics, or explosion; war (declared or undeclared), invasion, hostilities, terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades in effect on or after the date of these Terms; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; 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 or supplies; and other similar events beyond the reasonable control of the impacted party. The impacted party shall give notice as soon as reasonably practicable of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the impacted party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 12, either party may thereafter terminate the relevant product order upon written notice to the other party.

13. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. It is specifically agreed that these Terms will not be covered by nor construed in accordance with the terms of the United Nations Convention on Contracts for the International Sale of Goods.

14. Waiver of Jury Trials and Binding Arbitration.

14.1 YOU AND TEOXANE AGREE TO GIVE UP THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. OTHER RIGHTS THAT YOU MAY HAVE IF YOU WENT TO COURT MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

14.2 If a dispute arises under this Agreement, you agree to first attempt to resolve the dispute with the assistance of a mutually agreed-upon mediator in New York County, New York. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by you and us. If the parties cannot arrive at a mutually satisfactory solution through mediation within ninety (90) days (or such longer period mutually agreed upon by the parties), the parties agree to submit the dispute to a mutually agreed-upon arbitrator in New York County, New York. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

14.3 Nothing in this Section 14 shall serve to limit or impair our rights to equitable relief in accordance with Section 10.3 above.

15. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

16. No Waivers. The failure by us to enforce any right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision is effective only if in writing and signed by a duly authorized representative of Teoxane.

17. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

18. Notices.

To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or on our website,https://www.teoxane.us/. Notices sent by email is effective when we send the email and notices we provide by posting is effective upon posting. It is your responsibility to keep your email address current.

To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to Teoxane US 1330 Avenue of the Americas, 23rd Floor, New York, NY 10019. We may update the address for notices to us by posting a notice on our website. Notices provided by personal delivery is effective immediately. Notices provided by registered or certified mail is effective three business days after they are sent.

19. Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision is deemed severed from these Terms and does not affect the validity or enforceability of the remaining provisions of these Terms.

20. Entire Agreement. Our order confirmation, these Terms, and our Privacy Policy is deemed the final and integrated agreement between you and us on the matters contained in these Terms.