GENERAL TERMS OF SALE

L’OREAL SINGAPORE PTE. LTD.

1. DEFINITION

In these General Terms of Sale, “Company” means L’Oreal Singapore Pte. Ltd. (Company Registration No. 199001413D), “Customer” means the person (including individuals), firm or company buying products from our Company. “Products” means the items forming the purpose of the contract between our Company and a Customer. “Order” means the written instruction placed by the Customer to our Company to supply the Products.

2. SCOPE

Any Order of Products implies the full and unconditional acceptance of these General Terms of Sale. Subject to the terms of any written contract entered into between our Company and the Customer, only these General Terms of Sales will govern the supply of Products by our Company to the Customer, notwithstanding that the Customer may issue a standard form of purchase order or other document which includes terms other than those herein. No variation of these General Terms of Sale will be valid unless accepted in advance in writing by the Country Managing Director, Division General Manager, or Country Chief Financial Officer of our Company. In the event of conflict between these General Terms of Sale and the terms of any Contract entered between the parties hereto for the sale and purchase of goods, (“the Contract”) the terms of the Contract shall prevail.

3. ORDER

All Orders are accepted subject to availability of Products. Our Company reserves the right to withdraw some products from its catalogue. In case an Order including one or several withdrawn products is placed, our Company will advise the Customer as soon as possible. When an order is unexpectedly high compared to the orders usually placed by the Customer, in particular in case of promotional transactions, our Company reserves the right to refuse to deliver whole or part of the order and our Company will advise the Customer as soon as possible. Orders must be placed on the basis of the packaging standard indicated by our Company. If the quantities ordered are non-standard, our Company reserves the right to adjust the Order to the nearest packaging standard. Notwithstanding Clause 4 below, for any order below the relevant MOV (as defined in Clause 4 below), our Company reserves the right to impose a minimum charge of SGD 20.00 for transportation. The Customer shall be responsible for obtaining all necessary import licenses, clearances and other consents necessary for the purchase of Products.

4. MINIMUM ORDER VALUE ("MOV")

MOVs for each division of the Products are set out below. For any order below the relevant MOV, the minimum order must be in accordance to the minimum order stipulated in the contract. Our Company reserves the right to agree to the order or reject the same.

5. DELIVERY

Transportation of the Products will be borne exclusively by our Company. The Products will be delivered “postage and packing paid” to the place designated in the Purchase Order/Sales Order. Delivery times quoted to the Customer are guidelines only, and delays shall not entitle the Customer to cancel the sale, to refuse the Products or to claim damages.

6. INSPECTION-CLAIMS

Upon delivery, the Customer shall check and acknowledge with chop, sign and date of receipt on L’Oreal Invoice and/or Customer’s GRN, and note any discrepancy, visible defect and/or damage in the deliveries on the delivery notice or the carrier’s document. The Customer must promptly notify our Customer Service Department in writing such discrepancy, visible defect and/or damage in the deliveries within 2 working days upon receipt of the Products. After 2 working days, the Customer will be deemed to have accepted the Products and our Company will not consider any claim. In case such discrepancy, defect or damage is properly notified and evidenced by the Customer and acknowledged by our Company, our Company shall at its sole discretion either replace at its expense the miscounted, defective and/or damaged Products or issue a credit note in favour of the Customer for the amount of the missing, defective and/or damaged Products. Products delivered in excess shall be returned to our Company or invoiced to the Customer if the Customer accepts the Products in excess.

7. NO RETURN

Products are not sold on a “Sale or Return” basis. Products are not to be returned to any address unless written authority has been received from our Company or an official collection has been arranged with the prior written approval of our Company. In both instances, the written authority/approval must be signed off by the Division General Manager and Division Controller of the Company. Only Products in saleable condition are returnable. Without prejudice to the foregoing, in order to maintain the reputation and image attached to the Products, upon request from our Company, the Customer undertakes to forthwith sell to our Company any Products, which will be deemed obsolete according to the sole judgement of our Company. Such obsolete Products will be designated in writing by our Company and the Customer shall sell them to our Company at the net price charged to the Customer for the Products. For avoidance of doubt, this clause does not constitute any undertaking from our Company to purchase back any product from the Customer.

8. PRICE

The prices of the Products are fixed by the price-list communicated by our Company. Each Order will be invoiced at the price applicable on the day the Order was placed. Our Company reserves the right to revise the price-list without prior notification and the issuance of a new price-list will cancel and replace all previous price-lists. Our Company reserves the right to propose its Customers special offer(s) or promotion(s) valid exclusively for a limited period of time. Promotions or Services are subject to prior agreement by our Company. Any “Recommended Selling Price” provided by the Company is only a recommendation, and the Customer remains free to exercise its absolute discretion in setting the resale price of the Products.

9. PAYMENT

The standard payment term is 30 days. Where the payment term is expressly varied in: (i) the L’Oreal invoice or (ii) a written agreement between the Customer and the Company, such variation(s) shall prevail over the standard 30 days payment term set out in this General Terms of Sale. The Customer shall make payment of the Products in Singapore Dollar(s) [SGD] as per payment terms indicated in the invoice by bank transfer to the bank account designated by our Company. Any other conditions of payment are subject to the prior written approval of our Company. In no case the Customer is authorized to set off or deduct any amount due by our Company from any payment due to our Company for Products, unless with the prior express consent of our Company. Without prejudice to any other right or remedy, in case the Customer defaults to make payment in accordance with this clause, our Company may exercise its right to charge interest for late payment on the overdue amount at the rate of eighteen percent (18%) per annum above the Central Bank base rate in force on the due date for payment. Our Company also reserves the right to cancel or suspend further deliveries or, if necessary, require a cash payment before any delivery of Products.

10. DISTRIBUTION

The Customer acknowledges the reputation and prestige of the Products and their trademarks and it undertakes not to take initiatives that might harm such reputation and prestige. In case the Customer is a wholesaler, the Customer will sell the Products exclusively to retailers complying with the standards defined and communicated by our Company from time to time. Technical products prepared, formulated, packaged and labelled exclusively for professional use in salon must not be resold to the public. In case the Customer is a wholesaler, the Customer will sell the Products exclusively to salons complying with the standards defined.

11. P.O.S MATERIAL

All advertising and display material, counters, display units and equipment supplied without charge by our Company to the Customer are and remain the exclusive and identified properties of our Company and shall be returned to our Company immediately upon simple request. The Customer shall use the said P.O.S material in accordance with the guidelines communicated by our Company. Apart from normal wear and tear, the Customer must maintain the P.O.S material in good condition. Such P.O.S material are not transferable and cannot be altered or destroyed by the Customer without the express consent of our Company.
The P.O.S material cannot be removed from its existing location without the express consent of our Company, provided that in case the material is removed from its existing location before the expiration of its normal life and the material cannot be placed in a new location, the Customer shall compensate our Company the book value of this P.O.S material.

12. TESTERS

All testers supplied to the Customer by our Company are and remain the exclusive and identified properties of our Company and shall be returned to our Company immediately upon request.

13. STORAGE

The Customer shall be responsible for the storage of the Products properly in accordance with the standards communicated by our Company and any applicable regulations. The Customer shall ensure regular rotations of inventories. Our Company is not liable for the losses or damages resulting from improper storage of the Products.

14. NO ALTERATION

The Customer shall in no case alter, deface or change the original presentation and packaging of the Products or P.O.S material.

15. PROHIBITION OF EXPORT

The Products shall be sold exclusively to ultimate consumers in Singapore in quantities that correspond with their personal needs. The Customer will in no circumstance sell or export Products outside Singapore or sell them to exporting customers or to customers carrying out trade business outside Singapore, unless with the prior and written approval of our Company. Products available through our Company’s Professional Products Division are for the exclusive use of professional hairdressers or for resale by hairdressers and must not be otherwise used or resold to the public.

16. RISK AND TITLE

Our Company will arrange carriage of the Products from its premises to those of the Customer. Risk in all Products will pass to the Customer on delivery by our Company to the carrier that our Company has arranged to transport the Products from our Company’s premises. Our Company will obtain insurance to cover the Customer’s risk of loss or damage to Products during their transportation by the carrier arranged by our Company. Title in all Products shall remain with our Company (notwithstanding delivery) until our Company has been paid in full all amounts due from the Customer to our Company or until the Products are sold by the Customer in the normal course of its business, whichever occurs first. Nothing in this clause shall confer on the Customer any right to return the Products or to refuse or delay payment thereof. The Company shall not be liable to the Customer for loss of profits or contracts or any other direct, indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

17. INSURANCE

The Customer undertakes to subscribe and maintain continuously, at its expense, insurance with solvent insurance company for the Products and P.O.S material in its custody in an amount sufficient to cover the replacement value of such Products and P.O.S material and all necessary insurance policies to cover the accident risks which may occur as a result of bad storage or handling conditions falling under its liability. Upon our Company’s request, the Customer will provide with copy of the certificate(s) of insurances indicating the amount of the guarantee.

18. FORCE MAJEURE

If our Company is prevented from performing any of its obligations in respect of any Order by any circumstances whatsoever outside its control (including but not limited to any Act of God, War, amendment to any legislation strikes, labour disputes, supplying problems, supplier or carrier’s defaults, fire accidents, industrial or political activities) further performance of the relevant Order shall either be suspended as long as our Company is prevented or, at our Company’s sole option, cancelled, in which case our Company shall not be liable for any loss of profits or contracts or any other indirect or consequential loss, damage or injury of any kind whatsoever, whether direct or indirect, caused by or arising out of or connected with the said suspension or cancellation.

19. TERMINATION CLAUSE

If the Customer shall default or commit a breach of these General Terms of Sales or of any other of his obligation to our Company or if the Customer shall have a receiver or administrative receiver appointed or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall otherwise become insolvent or shall cease or threaten to cease to carry on business, our Company may cancel, suspend or terminate any contract between the parties and/or decline to make further deliveries and/or have access to the Customer’s premises for the protection and/or removal of any Products in which property shall not have passed from our Company to the Customer. Our Company shall not be liable for any loss of profits or contracts or any other indirect or consequential loss, damage or injury caused by or arising out of negligence, breach of contract or otherwise.

20. CONFIDENTIALITY

The Customer shall keep confidential all information of our Company, including information about Products, promotions and trade terms.

21. CONSUMER CLAIM

The Customer shall promptly notify our Company of any claim received from consumers and shall cooperate with our Company if it so requested.

22. GOVERNING LAW-JURISDICTION

These General Terms of Sale are governed by and are to be construed in accordance with the laws in force in Singapore. Any dispute arising out of any contract between our Company and the Customer pursuant to the conditions herein shall be subject to the exclusive jurisdiction of the Courts of Singapore.

23. WAIVER

• 23.1 The failure of either party to insist upon strict performance of any provision of this Contract, or the failure of either party to exercise any right or remedy to which it is entitled under this General Terms of Sale, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the agreement.
• 23.2 A waiver of any default shall not constitute a waiver of any subsequent default.
• 23.3 No waiver of any of the provisions of General Terms of Sale shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing

24. SEVERABILITY

If any provision of the General Terms of Sale is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the General Terms of Sale had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the agreement, the Customer and the Company shall immediately commence good faith negotiations to remedy such invalidity.

25. NOTICES

Any notice given under or pursuant to the General Terms of Sale may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown in the Purchase Order, or to such other address as the party may by notice to the other have substituted therefore, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

26. ETHICS AND COMPLIANCE

The Customer represents that it complies, both in word and spirit, with all laws and regulations applicable to it regarding health and safety at work, labour law, the protection of the environment, the prevention of corruption, money laundering and financing of terrorism, the protection of personal data, financial and extra-financial transparency, taxation, competition and international economic sanctions, and undertakes to comply at all times with such laws and regulations.
The Customer warrants in particular (both for itself and for the companies it controls) that:

• (i) it complies with its tax and social security obligations and does not engage in undeclared work. The Customer undertakes to provide the Company with all documents that must be disclosed pursuant to labour legislation in force;
• (ii) it is not subject to any economic sanction, it does not violate the international embargoes and it is not engaged in any proceedings or subject to any investigations from authorities for the alleged breach of international embargos;
• (iii) it complies and ensures compliance with applicable legislation relating to the protection of personal data in order to guarantee their safety and confidentiality, given their nature and the risks caused by their processing. The Customer has been informed that its personal data collected by the Company may be disclosed (a) to any department of the L’Oréal group and third party companies to enable a good management of the contractual relationship and (b) to comply, as the case may be, with legal and regulatory obligations or the request of any administrative or judicial body.

The Customer undertakes to observe L’Oréal’s policy relating to the prevention of corruption, which is disclosed on L’Oréal’s website and which the Customer declares to be familiar with.
The Customer undertakes to comply with any reasonable request for information made by the Company (or any entity appointed by the Company to ensure compliance with the above provisions.
In case of breach of this clause or if the Customer’s name (or of any of its directors or main shareholders) becomes associated with an ethical failure, the Company reserves the right to terminate the contractual relationship with the Customer immediately and without penalty.