General Conditions of Sale and Supply
Mibelle AG Cosmetics, Bolimattstrasse 1, CH-5033 Buchs AG, Switzerland
(hereinafter "Seller") effective from January 1, 2009
1.1    Preface
These General Conditions of Sale and Delivery are binding if they are declared applicable either in the Offer or in the Order Confirmation. Different terms and conditions issued by the Customer will only be valid if they have been expressly accepted in writing by the Seller and the Buyer.
1.2    All agreements and legally relevant declarations issued by the Contracting Parties must be made in writing in order to be valid.
1.3    If any provision of these General Terms and Conditions of Sale and Delivery proves to be inoperative – either partially or completely – the Contracting Parties shall replace this provision by a new provision that comes closest to achieving their original legal and economic intentions.
 
2.    Ordering
2.1    Orders must be made in writing in order to be valid. Oral pur-chase orders and agreements will only be binding if they are con-firmed in writing within three working days by the Seller.
2.2    The Seller is entitled to demand that the Buyer furnishes security (bank guarantee, irrevocable, confirmed letter of credit or pay-ment in advance).
2.3    Changes to and/or cancellations of orders must obtain the written consent of the Seller. Any expenses and costs incurred through changes or cancellations by the Customer shall be borne by the Buyer.

3.    Prices
3.1    The prices are calculated on the basis of the valid offers ex-tended by the Seller at the time the order is received.
3.2    The prices are quoted in Swiss francs, net without any deductions such as allowances or cash discounts, ex works and do not include customs or import duties, VAT or other taxes; the terms and conditions of delivery according to Incoterms 2000 shall take precedence.
3.3    The price does not include returnable packaging/pool pallets. These packaging devices must be returned after the goods have been picked up. The Buyer may be charged by the Seller for any returnable packaging/pool pallets which are not returned.
3.4    All ancillary costs such as freight, insurance, export, transit, import and other permits as well as recording fees shall be borne by the Buyer. The Buyer must obtain the necessary permits from authorities, customs authorities, etc.
3.5    The Seller is entitled to renegotiate the prices wherever changes of +/- 3% in the exchange rate occur between the time the offer is made and delivery.

4.    Delivery
4.1    Delivery of the products that have been ordered shall be effected in accordance with the Seller’s instructions in the Order Confir-mation.
4.2    Exceeding the specified delivery date will not entitle the Buyer to withdraw from the contract or to claim compensation.
4.3    Either Contracting Party is entitled to terminate the contract in the case of force majeure (war, strike, fire, import bans, increases in customs duties, import difficulties and so forth) as long as the situation has arisen due to originating circumstances that lie be-yond the scope of influence of the Contracting Parties and such originating circumstances could not reasonably have been known or their consequences avoided or circumvented at the time the contract was signed.
4.4    The Seller is entitled to make partial deliveries, whereby the first quantity to be delivered must coincide with the date set for the start of the project.
4.5    The Seller shall fulfil the contract by properly handing over the goods for transport. Transport of the goods is carried out at the Buyer’s risk according to the delivery terms and conditions (Point 3.2).

5.    Documents, developments, know-how and rights
5.1    All documents, developments and know-how supplied by the Seller are confidential. They may neither be copied nor made available to third parties without the prior, written consent of the Seller.
5.2    Blueprints and other creative services carried out especially by the Seller on the Buyer’s behalf will be charged separately and will only come into the Buyer’s possession after the Buyer has paid for them. Formulations are excluded from the foregoing.
5.3    Clichés, tools, etc. that have been specially prepared for the Buyer’s orders may not be used to process orders belonging to third parties, regardless of who bears the costs, without the written consent of the Seller.
5.4    The Seller’s formulations shall in any case remain the property of the Seller.

6.    Complaints
6.1    All complaints must be lodged within 14 days of delivery of the goods ex works from the Seller; otherwise the goods will be regarded as free from defects and as having been accepted.
6.2    The Seller has the choice of either delivering a replacement for the defective goods or of providing a credit note for the faulty goods. In any case, the Seller’s liability shall be limited to the value of the defective goods for which an invoice was issued. With the exception of the claims expressly described in these terms and conditions, all other claims asserted by the Buyer are excluded, irrespective of their legal basis, in particular any claims for compensation, reduction in price or withdrawal from the contract (rescission by the buyer) not explicitly named in the contract. In no case may the Buyer assert claims for damage that has not actually been caused to the delivered items themselves, such as claims for production stoppages, loss of revenues, lost orders and any other direct or indirect damage or losses.
6.3    Excess deliveries or short deliveries that fall within the following limits do not constitute shortcomings and therefore no complaint may be lodged in their respect: up to 5,000 units: 20%, over 5,000 units: 10%.
6.4    The Seller supplies goods of unobjectionable quality. Slight, external deviations affecting strength, paint, sizes and weight do not constitute shortcomings.
6.5    The Seller guarantees that, during the period running up to the expiry date or use-by date shown on the packaging, the goods delivered – as along as they have been properly transported, properly employed and properly stored – will not display any defects. Any further guarantees or liabilities, in particular for consequential damage caused by a defect, are comprehensively excluded, insofar as permitted by law.

7.    Payment
7.1    Payment for each single delivery shall be made within 30 days or according to the order stipulations after the goods have reached the Buyer. Upon expiry of this period, the legally applicable interest on arrears shall apply without a demand for payment.
7.1    Payment for each single delivery shall be made within 30 days or according to the order stipulations after the goods have reached the Buyer. Upon expiry of this period, the legally applicable interest on arrears shall apply without a demand for payment.
7.2    In order to secure payment, the Seller is entitled to request an irrevocable letter of credit or a bank guarantee drawn up at a Swiss bank. The security must be valid for a maximum of one year after being issued and its costs shall be borne by the Buyer.
7.3    In case of delays in payment, the Seller is entitled to redeem the bank guarantee or letter of credit without granting a period of grace in order to cover the demand for payment, interests and costs, and is further entitled to demand payment in advance for subsequent deliveries.

8.    Applicable law, place of jurisdiction and place of perform-ance
All legal relationships between the Contracting Parties shall be governed exclusively by Swiss law to the complete exclusion of the United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna on 11 April 1980 [UN (Vienna) Sales Convention].
8.1    The exclusive place of jurisdiction for all disputes arising from the present contract is Buchs AG, Switzerland. However, the Seller is entitled to initiate legal proceedings against the Buyer through the courts with jurisdiction over the Buyer’s registered of-fice.
8.2    The place of performance for all obligations ensuing from this contract is Buchs AG/Switzerland.