AEONEX LISTING TERMS AND CONDITIONS
Aesthetics-Exchange Inc. is the owner of the AeonEx ecommerce platform. Following Are Our AeonEx Product Listing Terms and Conditions for Suppliers.
This Agreement (“Agreement”) is between: Registering Entity, (the “Company”); and Aesthetics-Exchange Inc, (the “Exchange”), a Delaware company with its principal place of business at Park City, Utah, USA., individually referred to as a “Party” or collectively as the “Parties”.
Whereas, Supplier wishes to list products on the Exchange’s eCommerce Platform named AeonEx (“AeonEx”), and Whereas, Exchange wishes to host and sell Supplier products on AeonEx. Now, therefore, the Parties agree:
1. DEFINITIONS.
1.1 For purposes of this Agreement, the following words, terms and phrases when used herein with an initial capital letter, shall have the meanings assigned to them under this clause unless expressly stated otherwise:
(a) Governmental Authority shall mean any local, national, governmental authority, regulatory body government, administrative agency or commission.
b) Product shall mean the medical aesthetic equipment and other products sold by Company on the Exchange’s AeonEx platform.
(c) Term shall mean the agreed term of this Agreement as stipulated in Clause 10.1.
(d) Territory shall mean the United State of America (USA) and its territories, and Canada.
(e) Contractors shall mean independent Product Sale participants
(f) Trademark shall mean the trademarks, trade names, logos or service marks associated with the Company or its Products.
2. AUTHORIZATION OF EXCHANGE
2.1 Authorization. Subject to the terms and conditions set forth herein, the Company hereby authorizes Exchange, and Exchange hereby accepts such authorization, to list for sale on the Exchange’s AeonEx platform the Products in the Territory during the Term of this Agreement. AeonEx functions as either a fee-per-transaction sales agent representing the Company’s Products and is authorized to process the sale of the Products for the Company for a fee, or, alternatively, as a reseller of said products.
2.2 Sub-Exchange(s). Exchange may, at its sole discretion, authorize the listing of the Products with third Parties, such as, but not limited to, trade shows and advertising programs, to promote the Products within the Territory during the Term.
2.3 Territorial Responsibility. Exchange may promote and advertise Products within the Territory, ensuring compliance with all laws.
2.4 Independent Contractors. Exchange and the Company remain independent contractors under this Agreement, with no employment, joint venture, or co-ownership relationship implied.
3. GENERAL OBLIGATIONS OF EXCHANGE
3.1 Exchange Obligations.
The Exchange shall have the following specific obligations with respect to the marketing and sales of the Products:
(a) To offer to extend the Company’s promotion, marketing, sale and/or distribution of the Products in the Territory, subject to a separate agreement.
(b) To respond to inquiries from customers (a customer support function), including any complaints and to advise the Company promptly of all such matters.
(d) To provided staff and independent contractors who are trained and qualified in sales and technical support dedicated to the sale of the Products.
3.2 Advertising. Exchange may promote Products within the Territory using various media, exhibitions, and seminars, while complying with all relevant laws.
3.3 Expenses. Exchange is responsible for all costs incurred in fulfilling its obligations unless otherwise stated.
3.4 Representations and Warranties. Exchange shall not make false or misleading claims about itself, the Company, or the Products. Any specifications, warranties, or guarantees must align with official Company documentation.
3.5 Packing and Labeling. Exchange may package or label Products when required.
3.6 Recall. If a Product violates Territory regulations, Exchange must notify the Company immediately and await guidance. The Company shall analyze the recall, implement corrective measures, report results, and compensate Exchange for related costs.
4. GENERAL OBLIGATIONS OF THE COMPANY
4.1 Information, Materials: Clinical Data. The Company shall allow Exchange to use electronic files of listing content such as marketing and technical information, brochures, images, instructional materials and sales literature, publicly available clinical data and other Product data.
4.2 If requested by the Exchange: to provide documentation and other content in Product use and the technical essentials. Each Product shall be delivered with an Operations Manual or necessary instructions as required by the FDA.
4.3 Regulatory Approval. If any additional approvals, licenses and/or permission in any nature are necessary for the Exchange to fulfil the obligations set out in this Agreement, the Company shall provide proof of said Approvals.
4.4 Assurance of Supply. If the Company decides to discontinue the listing of any Product, the Company shall notify Exchange at least three (3) months in advance. The Exchange may continue to place orders until the specified discontinuation date.
5. TERMS OF PURCHASES
5.1 a) Terms and Conditions. All purchases via Exchange from the Company are subject to this Agreement and are considered direct sales from Company to end users through AeonEx.
5.2 Purchase Orders. Exchange must submit a Purchase Order with an identification number, quantity, cost, delivery dates, shipping instructions, and customer details.
5.3 Acceptance of Purchase Order. Company must accept Purchase Orders in writing within two business days.
5.4 Payment Terms. Payments must be made in full via telegraphic transfer (T/T) in USD before shipping, unless agreed otherwise. Company may withhold shipments if payment is delayed.
5.5 a) Pricing. Exchange sells Products at prices set by the Company, with final sales occurring between Company and end users.
5.5b) Exchange collects and distributes fees for transactions as specified in APPENDIX A
5.6 Product Placement
Exchange may place and sell Products to key opinion leaders at Supplier transfer pricing to support word-of-mouth and media-based Product marketing in the U.S.
5.7 Shipping. Products are delivered under [FCA] Incoterms 2010, with risk passing to the Company. Exchange may choose to insure shipments.
5.8 Improvements. Incremental Product improvements fall under this Agreement. Exchange has the right of first refusal for future Product generations, requiring formal amendments.
6. ACCEPTANCE AND REJECTION OF PRODUCTS
6.1 Acceptance: Exchange must inspect Products within 14 business days of delivery. If defects are found, Exchange must notify the Company with evidence. If the Company is responsible, it must resolve the issue at its expense.
6.2 Rejection: Exchange may reject Products if incorrect, damaged, or not functioning properly, provided it notifies the Company within 14 business days of delivery. Exchange returns rejected items at the Company’s expense unless agreed otherwise.
7. PRODUCT WARRANTY
7.1 Warranty: Products are warranted to be free from material and workmanship defects at receipt of shipment.
7.2 Warranty Terms: Product Manufacturers’ Warranty for aesthetic devices shall be 1-year from the date of delivery to the customer. This includes providing parts and service support for any Product repairs required during this period.
8. INTELLECTUAL PROPERTY (IP)
8.1 Ownership: Company retains all Product Intellectual Property (IP) Rights.
8.2 License: Exchange has a perpetual and royalty-free license to use all Product IP for any purpose within the Territory.
8.3 Infringements: Exchange must report suspected trademark infringements but may not act without consulting Company. The Company bears enforcement costs.
9. CONFIDENTIALITY
9.1 Protection: Both Parties must keep sensitive commercial and sensitive technical information confidential and limit disclosure. Where it is necessary for the Parties to disclose certain Confidential Information to a third party, including its affiliates, the disclosure will be limited to the minimum extent required to carry out their respective duties and responsibilities under this Agreement.
9.2 Exceptions: Confidentiality does not apply to publicly available, legally required, independently developed, or third-party information without confidentiality obligations.
10. TERM AND TERMINATION
10.1 Term: The Agreement continues indefinitely unless terminated.
10.2 Termination: Either Party may terminate with 30 days' written notice.
10.3 Post-Termination Obligations: Payments remain due, purchase orders are honored, Exchange may sell existing inventory, trademarks must cease use, and Company provides parts for five years post-termination.
11. LIABILITY
11.1 Indemnification: Each Party indemnifies the other against claims arising from breaches or negligence.
11.2 Limitations: Neither Party is liable for indirect, incidental, or consequential damages.
12. FORCE MAJEURE
Neither Party is liable for delays caused by uncontrollable events, including natural disasters, war, labor strikes, or government actions. The affected Party must notify the other within five days, detailing the cause. Efforts must be made to mitigate the impact and resume obligations promptly.
13. GENERAL PROVISIONS
13.1 Governing Law & Arbitration: This Agreement is governed by Utah law. Disputes should first be mediated, then resolved under American Arbitration Association rules if necessary.
13.2 Entire Agreement: This Agreement supersedes all prior agreements, discussions, and representations. Neither Party can claim rights outside its stated terms.
13.3 Modification: Changes must be in writing and signed by both Parties, applying only to the specific instance approved.
13.4 No Waiver: Failure to enforce rights does not waive them. Any required approval or consent must be in writing.
13.5 Assignment: Rights and obligations cannot be transferred or assigned without prior written consent. Unauthorized transfers are void.
13.6 Severability: If a term is legally invalid, the rest of the Agreement remains enforceable unless the affected term is integral to its purpose.
13.7 Counterparts: This Agreement may be executed in multiple originals, with the English version taking precedence over translations. All communications must be in English.
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EXHIBIT A: EXCHANGE TRANSACTION FEES
The Exchange’s (AeonEx) transaction fee for each sale is: 15% of the first $25,000, 13% of $25,000 to $50,000, and 9% thereafter. For example, a Product sale of $75,000 provides a fee of $9,250 (($9,250 = (15% x $25,000) + (13% x $25,000) + (9% x $25,000)). The transaction fee applies to the total product sale price, including additional items and services.
The Exchange also withholds and distributes transaction fees relating to other AeonEx transaction participants (“Contractors”) such as: Credit card firms, Referral Affiliates ( typically 4%-6%), Logistics Managers, Sales Agents (typically 12%-20%), and Reference Site Managers. Each participant has its own commercial terms agreed to by the Company - at its sole discretion - in advance of a Product Sale being fulfilled.
