GENERAL TERMS OF SALES

1. DEFINITIONS

In these General Terms of Sales (the “GTS”): “Customer>” means firm or company buying Products from the Company. “Company” means “L’Oreal Baltic SIA” limited liability company, Citadeles street 12, Riga, LV-1010, incorporation number 40003492814; “Products” means the items supplied by the Company to a Customer; “Order” means the completed Purchase Order placed by a Customer to the Company to supply the Products.

2. SCOPE

Any Order of Products implies the full and unconditional acceptance of the terms and conditions stipulated under this GTS. In case the Parties have concluded other documents, which include terms other than those herein, the Parties shall apply the terms and conditions in the following order: contract in force, GTS, then the Order. The parties exclude the General Terms and Conditions of Delivery applied by the Customer.

3. ORDER

All Orders are subject to availability of Products. The Company reserves the right to withdraw some products from its catalogue. In case an Order including one or several withdrawn products is placed, the Company may advise the Customer as soon as possible. In particular, when an Order is unexpectedly high, compared to the Orders usually placed by the Customer, in particular in case of promotional transactions, the Company reserves the right to refuse to deliver whole or part of the Order and the Company will advise the Customer as soon as possible. Orders must be placed on the basis of the packaging standard indicated by the Company and in accordance with the minimum order value for Orders which can be also stipulated in the Price list of the Products provided by the Company. If the quantities ordered are non-standard, Company reserves the right to adjust the Order to the nearest packaging standard. If Customer fails to submit the order according Company defined ordering hour of the ordering day, delivery shall be postponed to next subsequent delivery or other day confirmed by the Company.

3.1. MINIMUM ORDER VALUE (MOV)

Exact value defined in the appendix to this document by business unit/division. Due to logistic reasons no Order will be accepted below the Minimum Order Value. The changes of MOV may be settled in a separate effective agreement or included in the latest Basic Wholesale Price list of the Products. Changing of the MOV shall not be consider as alternation of hereby GTS.

4. DELIVERY

Deliveries are made with regard to the Incoterms CIP (2020) appearing on our invoices or otherwise communicated to the Customer. Delivery times quoted to the Customer are guidelines only, and delays shall not entitle the Customer to cancel the sale, refuse the Products or claim damages. The Company reserves the right to make partial shipments.

5. INSPECTION AND CLAIMS

The Company shall only deliver fully compliant Products in accordance with the applicable regulations. Upon delivery of the Products, the Customer shall check the Products (box, pallets) and note any discrepancy, concerning quantity, visible defect and/or damage in the deliveries on the delivery notice or the carrier’s form, at the time of delivery. In case of no-visible damage, Customer shall notify damage within 24 (twenty – four) hours, hours since delivery. The Customer shall forthwith notify the Customer Care Department of the Company in writing such discrepancy. After 24 (twentyfour) hours, the Customer will be deemed to have accepted the delivery of the Products.

Regarding non conformity of delivered products to the Customer’s order (e.g. Improper product, shortage) the Customer shall forthwith notify the Customer Care Department of the Company in writing within 7 (seven) days after delivery. The Customer is entitled to submit claims not more than once per each invoice. Products delivered in excess shall be returned to the Company or invoiced to the Customer if the Customer accepts the Products in excess. If the Products received do not comply in quantity or in quality with the Products invoiced due to Company’s fault or negligence the Customer may ask for the credit note of the relevant invoice. The Company cannot be deemed responsible for consequential loss, damage or injury caused by or arising out of any refusal, suspension, delay or cancellation of any Order by the Company.

6. NO RETURN

Products are not sold on a “Sale or Return” basis. Only Products in saleable condition and under separate agreement between the Parties are returnable. Unauthorized returns will not be refunded. Without prejudice of the foregoing, in order to maintain the reputation and image attached to the Products, upon request from the Company, the Customer undertakes to forthwith sell to the Company any Products, which will be deemed obsolete according to the sole judgement of the Company. Such obsolete Products will be designated in writing by the Company. For avoidance of doubt, this clause does not constitute any undertaking from the Company to purchase back any product from the Customer. A minimum handling charge of 20% of purchase price may be applied to all Products authorized for return and Products damaged in shop or otherwise not in re-saleable condition on receipt by the Company may be subject to an increased handling charge, exception being to (a) those returned at the Company’s request and (b) those which are faulty when supplied by the Company.

7. PRICE

The prices of the Products are those in force on the date of the Order. The prices are exclusive from VAT or any other applicable tax. Each Order will be invoiced at the price applicable on the day the Order was placed. Company is entitled to change the Basic Wholesale Price - Price list of the Products, confirmed by the Company with 30 (thirty) days written notice to the Customer prior to the planned change, and before this date the Customer shall buy and Company shall sell the Products at the Basic Wholesale Price in force. The issuance of a new Basic Wholesale Price - Price list of the Products will cancel and replace all previous price-lists. The Company reserves the right to propose its Customers special offer(s) or promotion(s) valid exclusively for a limited period of time.

8. PAYMENT

The Customer shall make payment of the Products within 30 (thirty) days from the date of issue of invoice by a bank transfer to the bank account designated by the Company. The payment date shall be considered date of receipt of payment on Company’s account. Any other conditions of payment are subject to the prior written approval of the Company. All other payments, paid by Parties in accordance with agreements, including payment of compensated damages and penalties, shall be paid within 30 (thirty) days from the date of occurrence of issue of the invoice or other accounting document. . All payments must include the reference to invoice. The Parties have agreed that both Parties waive the right to set-off any sums that are due to the one of the Party unless the other Party has given its unambiguous consent and/or by issuing and mutually signing the document in accordance with the Parties accountancy requirements. Without prejudice to any other right or remedy, in case the Customer defaults to make payment in accordance with this clause, the Company may exercise its statutory right to charge interest for late payment on the overdue amount at the rate of 0,5% from the delayed payment amount for each day of delay, but it shall not exceed 10% annually from the delayed payment amount. The Company also reserves the right to cancel or suspend further deliveries. The Company can require a prepayment before any delivery of Products. Notwithstanding the above mentioned the Company reserves the right to propose its customers an early payment discount valid exclusively for certain Orders. Any discounts promised to the Customer shall not be granted at the end of the agreed period if all invoices for the corresponding deliveries, which are the basis for the calculation of discounts, have not been paid by the Customer within the agreed periods. All bonuses and discount shall be settled within calendar year. The Company is authorized to determine the payment period accordance to its payment policy.

9. ELECTRONIC ORDERS AND INVOICING

The Company reserves the right to implement the Electronic Data Interchange (EDI) in partnership with its customers, including the Customer, under a separate contract to be agreed. An invoice should be compliant to local legislation and sent by Company in electronic format (e. g. EDI, .pdf via email or using any other electronic exchange system agreed between parties).

10. DISTRIBUTION AND STORAGE

The Customer acknowledges the reputation of the Products and their trademarks as well as the prestigious image of certain brands and it undertakes not to take initiatives that might harm thisimage. The Customer agrees to sell the Products in their original packaging unmodified or altered and in very clean condition. The Customer also agrees to display the Products in a clean and high-quality environment. The Customer agrees to sell the products on a First In First Out (FIFO) basis, i.e. selling the Products in the order they were bought from the Company. The Customer shall remain free to fix the resale prices of the Products, which it intends to charge to the end buyer. Nonetheless, the Company may, under certain circumstances, to issue a list of recommended retail prices (RRP), which shall have only informative purpose and, in any case will not binding to the Customer. The Customer shall be responsible for the storage of the Products properly in accordance the standards communicated by the Company and any applicable regulations. The Customer shall ensure regular rotations of inventories. The Company is not liable for the losses or damages resulting from improper storage of the Products.

11. P.O.S MATERIAL

All advertising and display material, counters, display units and equipment supplied without charge by the Company to the Customer are and remain the exclusive and identified properties of the Company and shall be returned to the Company immediately upon simple request. The Customer shall use the said P.O.S. material in accordance with the guidelines communicated by the 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 the Company. The P.O.S. material cannot be removed from its existing location without the express consent of the 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 the Company the book value of this P.O.S. material. The Customer shall in no case alter, deface or change the original presentation and packaging of the Products or P.O.S. material.

12. PROHIBITION OF EXPORT AND ALTERATION

The Customer will in no circumstance sell directly or indirectly or export directly or indirectly Products outside the European Economic Area (EEA) and the European Free Trade Association (EFTA), unless with the prior and written approval of the Company.

13. RISK AND TITLE

Title in all Products shall remain with the Company until the Company has been paid in full all amounts due from the Customer. Nothing in this clause shall confer on the Customer any right to return the Products or to refuse or delay payment thereof. The Customer shall store the Products separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company. Property & ownership of the Products does not pass to the Customer until the full purchase price & all other amounts owing to the Company are paid.

14. 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 the Company's request, the Customer will provide the Company with a copy of the certificate(s) of insurances indicating the amount of the insurance.

15. FORCE MAJEURE

If the Parties are prevented from performing any of its non-payment obligations in respect of any Order by any circumstances outside its control (including but not limited to strikes, labor disputes, supplying problems, logistics, fire accidents, industrial or political activities) further performance of the relevant Order (non-payment obligations) shall either be suspended as long as the Parties are so prevented or, at its option, cancelled. The Parties shall not be liable for any loss of profits or agreements or any other indirect or consequential loss, damage or injury caused by or arising out of the suspension or cancellation caused by force majeure.

16. TERMINATION CLAUSE

- GTS is effective for unlimited period of time. The Parties are entitled to terminate GTS unilaterally, without applying to the court, with 60 (sixty) days prior notice in written, sent to the other Party. The Company is entitled to unilaterally withdraw from GTS in the following cases: If the Customer fails to comply with GTS or any other obligations to the Company arising from GTS or its annexes or the agreement with the Client; If the Customer is offered a legal protection process, an out-of-court legal protection process or an insolvency process; or If it is decided to liquidate the Customer or if the Client intends to stop or is forced to stop his commercial activity in any other way. The unilateral termination shall come into force upon receipt of the respective notice by the Customer. In this case, the Company has the right to cancel any Order in whole or in part and / or arrive at the Customer's premises in order to protect and / or remove any Products whose property rights have not yet been transferred from the Company to the Customer, as well as to transfer other property owned by the Company (marketing and POS materials, etc.). In order to protect its rights and interests, the Company is entitled to transfer claims established with GTS against the Customer, including assignment rights, to any third party without the consent of the Customer. The Company is entitled to transfer the Company's claims against the Customer in favor of any third party at the discretion of the Company, without the Customer's separate consent.. Assignment of Customer’s rights and obligations required Company’s prior written approval.

17. CONFIDENTIALITY

The Customer shall keep confidential all information of the Company, including information about Products, promotions and trade terms within duration of cooperation as well as for five (5) years after its expiration, or termination.

18. CONSUMER CLAIM

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

19. APPLICABLE LAW AND ETHICAL STANDARDS

Even where the law does not prohibit it, the parties shall refrain from obtaining benefits from third parties by promising or providing compensation that is not consistent with an honest and legitimate business relationship. The Customer expressly acknowledges that it complies with the corporate and tax obligations relating to its business and shall not use illegally employed staff. The Customer undertakes to provide the Company with any document that is required to be provided to customers in accordance with applicable laws. In performing its obligations under GTS, the parties shall comply with all applicable laws, statutes, ordinances, regulations and codes from time to time in force; The parties shall comply with the fundamental conventions of the International Labor Organization covering freedom of association and the effective recognition of the right to collective bargaining; the elimination of all forms of forced or compulsory labor; the effective abolition of child labor; and the elimination of discrimination in respect of employment and occupation; The parties shall not employ children under 16 years of age, except in the event of apprenticeship in compliance with the applicable law; The Customer shall disclose to L’Oréal if there is a potential conflict of interests which might influence or appear to influence L’Oréal’s directors, officers or employees’ judgment and actions (for example, where a family member is employed by the Customer) or when L’Oréal’s directors, officers or employees hold any position, involvement or financial stake in the Customer, if the position of such people at L’Oréal allows them to influence the business relationship. Any disputes arising out of GTS shall be resolved in amicable way according to the governing legislation in force in the applicable jurisdiction. The Parties expressly agree, the exclusive jurisdiction of the Commercial Court in Riga, Latvia for all disputes arising from the GTS regardless of the place of delivery and the seat of the Customer and regardless of the method and place of payment.

20. GDPR

The Controller of personal data is the Company. Contact with the Data Protection Officer is possible via e-mail address: [email protected]. The processing of personal data takes place in order to conclude and perform the contract, fulfill obligations imposed on the Controller by law, as well as to investigate or defend against any claims arising from the GTS. Data processing is necessary for the conclusion and performance of the contract in accordance with art. 6(1)(b) of the General Regulation on the Protection of the Personal Data from 2016, April 27th , hereinafter” the GDPR. The data are also processed in relation to legitimate interest of the Controller (art.6 (1)(f) of the GDPR) consisting in securing information, including evidence in the event of the need to enforce or defend claims and arising in connection with the concluded contract, and also in relation to the legal obligation imposed by specific provisions (art.6(1)(c)of the GDPR,which consists in the need to meet the requirements of the tax law. The data will be transferred only to entities providing support services to the Controller, including accounting, legal, audit, HR and IT services, while such entities process the data on the basis of the agreements concluded with the Controller and in accordance with his instructions. In addition to the listed above entities, the data may be made available only at the request of the entities authorized to do so under the law. Personal data will be kept by the Controller only for the period necessary for the above-mentioned purposes of data processing, I.e. for the duration of GTS, and after its termination of expiration – for the period of limitation of claims against the Controller and the period resulting from the applicable laws, including tax law. You have the right to access your data, obtain copies, rectify, delete, limit processing and transfer of data and to object to the processing of personal data. You have the right to lodge a complaint with the Data Protection Supervisory Authority if you feel that the processing of personal data violates the provisions of the GDPR. Providing data is voluntary, but necessary to carry out the cooperation with the Controller. In the case of the processing of personal data for the purpose of pursuing legitimate interests (as indicated above), we inform you of your right to object to the processing of your data on grounds relating to your particular situation. Personal data will not be subject to automatic processing, including profiling. Each party shall implement any relevant measure intended to protect the integrity and confidentiality of the data provided by the other party. Where such data is considered personal data according to the laws governing the processing of personal data, each Party will comply with all applicable requirements of the General Data Protection Regulation of 27 April 2016, hereinafter - GDPR. All queries relating to L’Oréal’s Privacy Policy shall be addressed to the Data Protection Officer and additional information about the personal data processing carried out by the Company is accessible via e-mail address: [email protected].

21. ANTI CORRUPTION

The Customer commits to cooperate with the Company with accordance to common laws. Both parties disallow any practice that may constitute violation of legal principles including practices of corruption nature. The Customer confirms that:

• - none of its remuneration will be utilized for the sake of a practice that may be considered as a violation ofthe law;
• - will undertake all necessary measures [organizational, technical, personnel-related] to counteract to any practices violating the law. This includes: prevention of corruption and conflict of interests;
• - is aware of Company’s anti-corruption regulations and commits to their obedience (within the scope of cooperation with the Company);
• - takes full responsibility over its staff’s practices and third parties working on its behalf. That includes any losses resulting from violation of laws in force and anti-corruption legislation/Company’s regulations;
• - will provide any documentation/data (on Company’s demand) required to fulfill legal obligations;
• - record of any contractual documentation is compliant with legislation. That includes: annexes, correspondence, invoices, accounting books, financial and other documentation.

22. DEMATERIALIZATION/ELECTRONIC SIGNATURE OF THE CONTRACT

In case the Parties have agreed to implement a dematerialization process or an electronic signature, (including but not limited DOCUSIGN signature ) for GTS, it shall apply to any other documents related thereto. The Parties undertake not to challenge the admissibility, the enforceability and the probative value of the information included in the PDF document sent and signed by electronic means, on the ground of its format or its electronic nature. It is expressly stated that any person signing electronically the present GTS, or any other document related thereto is deemed to be empowered to sign said document. The Parties acknowledge and agree that the present GTS, signed in a PDF version by the Parties, under the above mentioned terms and conditions, shall have the same probative value than a paper written document and shall be enforceable against each of the Parties. Each Party undertakes to keep one original copy of GTS sent to it by email in conditions, which shall guarantee the integrity of GTS.

23. UPDATES

This version of the GTS replaces previous versions of the document.