Terms and Conditions

KEUNE INFORMATION

Keune Haircosmetics B.V.
Koningsweg 15
3762 EA Soest

VAT number: NL005813141B01
Chamber of Commerce registration number: 31026450
 

Exhibit 1

“General Conditions of Sale” of Keune Haircosmetics Export BV

In these conditions "seller" refers to Keune Haircosmetics Export B.V. and "buyer" refers to the buyer of products and/or services.

Clause 1: Scope

1. These general conditions of sale are applicable to all seller's offers and agreements.
2. Buyer’s terms and conditions shall be applicable only and insofar as such terms and conditions have been expressly agreed to in writing.

Clause 2: Offer and acceptance

1. All offers made by seller, including price lists, are without engagement.
2. Seller is bound only when the order has been accepted by him.
3. Seller may change the General Conditions of Sale at any moment

Clause 3: Delivery

1. Delivery ex-works (Incoterms 2000) unless otherwise agreed.
   When ordering less than Euro 3500,-- we will charge Euro 120,-- handling costs.
2. Delivery times are only specified approximately. Seller is not liable for the consequences arising from failure to meet deadlines and buyer may
   not derive any rights here from until he has declared seller to be in default in writing.
3. Seller reserves the right to deliver orders in installments. In that case each delivery shall be regarded as an independent delivery.
4. Seller is entitled at all times to demand from buyer security for the payment of the purchase price before delivering.
5. Buyer is not entitled to use packaging obtained from seller and displaying any brand marking or distinguishing mark for the purpose of
   repackaging any product (by himself or by third parties) for his own commercial ends or those of third parties.

Clause 4: Prices

1. Prices are quoted in sellers latest price list in Euros or in the currency otherwise agreed. Agreements made with seller's employees that differ
   from the price list are only binding upon seller when they have been confirmed in writing.
2. Buyer is deemed at all times to be familiar with the latest price list. He shall only resell the products to consumers if they are meant for this
   purpose.
3. Keune Export B.V. can change all prices without prior notice.

Clause 5: Payment

1. Payment: in advance by means of remittance on our bank account no. 45.22.10.135 at the ABN-AMRO bank in Soest Holland only or by
   irrevocable L.C. confirmed by the ABN-AMRO bank.
2. In the event of failure to meet the payment deadline buyer shall owe the legal interest of 8% per calendar year, invoiced on monthly basis for
   each month that the amount is overdue. Buyer shall owe the costs incurred by seller for collecting the sum owed.

Clause 6: Complaints

1. Transport damage or defects shall be ascertained by buyer immediately upon receipt of the products and specified on the document to be
   signed upon receipt. Buyer shall notify seller of any defects and flaws in the contents of packages no later than 14 days following delivery of
   the products.
2. Seller shall be notified by buyer of complaints relating to the warranty referred to below within 14 days of those complaints being ascertained.
3. Products that are the subject of complaints may only be returned with the express prior written permission of seller.
4. Complaints deemed by seller to be justified afford buyer no other right than replacement of the products delivered.
5. The fact of making a complaint does not release buyer from the obligation to pay within the payment period.

Clause 7: Retention of title

1. Property in the products delivered by seller continues to rest with seller until distributor has fulfilled all his obligations arising from the purchase
   agreement or comparable agreements and until buyer has satisfied seller's claim arising from failure to fulfill such undertakings, including
   claims relating to penalties, interest and expenses.
2. Until buyer has fulfilled his obligations in respect of seller he is not entitled to exercise a right of non-possessory lien on the products delivered
   with retention of title, nor to deliver the products to third parties, this otherwise than in the exercise of his profession or business.
3. If buyer is in default in respect of his payment obligations he shall return the products at seller's initial request. The costs of returning them are
   for buyer's account.

Clause 8: Online services subscription

1. In the event buyer has subscribed to online services from seller, such as, but not limited to, the Keune Creation Center these additional
   conditions apply, unless otherwise agreed in writing: In the event that these additional conditions and the general conditions contain
   contradictory clauses, the additional conditions in this article shall prevail.
2. With a subscription, the buyer acquires the non-exclusive, non-transferable, non-pledgable and non-sublicensable right to use an online
   service system from seller, buyer does not buy the actual online service system. Buyer may only use the online service system for the benefit
   of his own company or organization. Upon request, buyer will cooperate without delay with an audit to be performed by or on behalf of seller
   regarding compliance with the agreed restrictions for use.
3. Subscription periods are for a one year term upon agreement by both parties. The subscription will be renewed automatically after the one
   year period, unless either party terminates the agreement by written notice at least one month prior to the renewal date.
4. The annual fee will be invoiced in full in the first month after the subscription is agreed or the subscription renewal has taken place. Buyer is
   not entitled to a refund in the event buyer does not use the subscription, or uses it only partly.
5. Buyer is entitled to upgrade its subscription during the subscription period. Buyer is entitled to downsize its subscription only for a new
   subscription period by notifying seller before the new subscription period starts.
6. All intellectual property rights to the online service system shall lie exclusively with seller, its licensors or its suppliers.
7. The uptime for the online service is around 99.8% at any time in a calendar month. Downtime is calculated on the user error count caused on
   the server side. Any server emergency downtime and/or maintenance downtime is not considered as a user error count. In the event that the
   uptime percentage in any month is below 95%, buyer may request a two week free extension of the subscription, by submitting such request in
   writing ultimately within 14 days of the occurrence of the lower uptime percentage. In no event shall the seller be under any further obligation,
   including an obligation to reimburse any other costs, or pay damages and/or interest.
8. Except as expressly indicated in these additional conditions, seller does not guarantee that the online service system is error-free and operates
   without interruption. Seller will make every effort to correct errors in the online service system within a reasonable period of time.

Clause 9: Force majeure

1. Either party shall be entitled to invoke force majeure if the excecution of a purchase agreement, or comparable agreements, in whole or in part,
   temporarily or not, should be delayed or impeded by circumstances reasonably outside such party’s control (a “Force Majeure Event”),
   including, but not limited to, trade embargoes, strikes, civil commotion,terrorism, acts of God such as lightning strikes, work-to-rule and
   lockouts, lack of raw materials, delayed deliveries to such party by third parties of ordered goods or services in circumstances other than can
   be imputed to such party, accidents, breakdowns, unforeseeable problems with production or transport, devaluation, increasing of levies or
   taxes of whatever nature, significant change of prices of raw materials or energy, and lapse, withdrawal or non-extension of the required
   permits, certificates, licences and such like.
2. In the case of a Force Majeure Event on the part of either party, this party shall promptly notify the other party of such Force Majeure Event in
   writing and the obligations of that party shall be, to the extent that it is so prevented or impeded, suspended without liability for breach or non
   performance. The reciprocal obligations of the other party shall also be suspended without liability for breach or non-performance.
3. If a Force Majeure Event affecting a party can reasonably be expected to continue in excess of two months, or has already lasted for a period
   of two months, the other party may terminate the Contract on written notice to the affected party with immediate effect, without thereby creating
   any rights to compensation.

Clause 10: Warranty

1. Seller guarantees the quality of the products for a period of one-year following from the invoice date.
2. Seller's warranty obligations afford distributor no other right than replacement of the products.
3. Claims arising from the warranty shall be null and void unless seller has been notified of them in compliance with the provisions of clause 6.

Clause 11: Liability

1. Without prejudice to the warranty provisions, seller is only liable for direct damage, caused in any manner whatsoever.
2. The following shall in any event not be reimbursed:

• Consequential damage (interruption of work, loss of income and the like, caused in any manner whatsoever),
• Damage caused intentionally or through gross negligence of auxiliary persons or third parties,
• Damage arising from inexpert and/or incorrect use of the products delivered.

1. Buyer indemnifies seller against all claims by third parties to compensation, whether related directly or indirectly to the products delivered.

Clause 11: Disputes/proper law of the contract

1. Dutch law shall be the proper law of the contract in respect of all offers and agreements made by seller.
2. Any disputes between seller and distributor that come under the jurisdiction of the District Court shall be placed before the competent judge in
   seller's domicile.