General terms and conditions Pea Cellis AB

1. Background

1.1 Pea Cellis AB (reg. no. 559216-3389) hereinafter referred to as “PEAC”, develop, manufacture, and sell products within personal care for hair removal and products for preparation and after treatment of concerned areas. The products are sold in own web shop or through retailers. The products are sold through a subscription service or are possible to purchase as individual purchase items.

1.2 These general terms and conditions applies to orders and agreements which the Customer (both private customer and Retailer) places as well as any subscription services.

Ant termination must be done in writing, at any time whatsoever after the initial binding contract term, with one (1) months’ notice of termination.

A trial subscription which is free of charge does not constitute a binding ongoing subscription unless otherwise agreed.

1.3 The Customer has expressed interest in the subscription Service and, through this Agreement, gains access to the subscription Service.

1.4 PEAC may modify and restructure the Content of the products and subscription services. PEAC cannot be held liable for such measures. In the event the Customer is affected by such modifications other than to a negligible extent, PEAC shall inform the Customer as soon as its possible.

1.5 In light of the above, the parties have agreed on the following terms and conditions for use of ordered subscription services and/or products.

2. Definitions

2.1 In this agreement, the following terms shall be defined as follows.
“Subscription Services” means services to which the Customer subscribes on an ongoing basis.
“Agreement” means these general terms and conditions, including an Order and any attachments.
“Order” means the form which the Customer completes when an agreement is to be executed with PEAC.
“One-time Order” means a purchase of a product without having a subscription service or purchase of a product as a complementary order if you have a subscriptions service.
“Marketplace”, public place -, physical or digital where sales are being done by trader. Could be an own home page, other public homepage, web shop, shop, social media platform or similar point of sale, either physical or digital.
“Contract period”, defined period within an agreed contract, for retailers.
“Entrance month”, the month which the Customer started the subscription service
“Renewal month”, the month according to the chosen subscription service where the products are being delivered.
“Parties” or “Part”, PEAC and any Customer or retailer, which has an agreed, contracted business relationship with PEAC.
“Subscription service customer”, customer who has a valid subscription service for cutting rollers active and ongoing
“Non-Subscription service customer”, customer who doesn’t have a valid subscription service for cutting rollers active.

3. Grant

3.1 PEAC hereby grants, and the Customer hereby receives, a non-exclusive right to access and sign-up for any of the subscription services. The customer can also place one-time orders without any obligations to start any subscriptions.

3.2 The products are protected by patents, trademark protection, and design protection. These Immaterial Property Rights are held by PEAC or its parent company, sister company, affiliate, or another rights holder. The Customer’s right is limited to the right to use the products.
The Customer are not given the right to sell any of the products on own homepage, web shop and/or Marketplace, unless there is a written contract and agreement with PEAC.

3.3 If the customer is a trader, retailer, company who wants to sell the products on own webpage, marketplace or similar as a part of own business this can be done by a granted request followed by a written contract and agreement with PEAC.

3.4 A separate agreement with PEAC must be entered into in the event the Customer wishes to link to Content or use Content which is owned and located at PEAC.

4. Limitation of liability

4.1 PEAC PROVIDES THE CONTENT IN NEW CONDITION. WARRANTY IS DEFINED BELOW:

Ellis One och Ellis Two

General warranty 2 years

Unless specified below:

Motor	1 year
Battery	1 year
Charging cable	1 year
Cutting roller (consumables)	NO WARRANTY, other than pure manufacturing defects Opened packaging is used packaging

4.2 The Customer shall have complete and sole liability for all of its activities related to the use and handling of all products and PEAC shall have no liability whatsoever for damage (property damage or personal injury) or loss or costs incurred in connection with the Customer’s use of the products.

4.3 PARTIES’ LIABILITY FOR DAMAGE/LOSS UNDER THE AGREEMENT SHALL BE LIMITED TO DIRECT LOSSES AND ANY LIABILITY IN DAMAGES SHALL NOT INCLUDE COMPENSATION FOR LOST PROFIT OR OTHER INDIRECT DAMAGE OR LOSSES.

THE LIABILITY IN DAMAGES SHALL, AT ALL TIMES, BE LIMITED TO THE FEE WHICH IS TO BE PAID FOR THE RELEVANT SUBSCRIPTION SERVICE OR PRODUCT DURING THE RELEVANT CONTRACT PERIOD. THESE LIMITATIONS OF LIABILITY SHALL NOT APPLY WHERE A PARTY HAS CAUSED THE DAMAGE/LOSS INTENTIONALLY OR THROUGH GROSSLY NEGLIGENT ACTIONS, OR WHERE THE CUSTOMER HAS INFRINGED IMMATERIAL PROPERTY RIGHTS IN RESPECT OF THE PRODUCT.

5. Passwords, etc.

5.1 The Customer shall ensure that PEAC:s services are not used in contravention of the Agreement and that all use of any password and user ID takes place in accordance with the Agreement. Moreover, no password or user ID may be shared with any third party.

6 Delivery

6.1 Delivery of ordered products through subscription services or through one-time orders according to this agreement will be handled according to the agreed and chosen logistic solution.

7. Fees and payment terms and conditions

7.1 Fees and prices follows the price list applicable from time to time or in accordance with separate agreements between the parties.

7.2 Orders to retailers or traders will be invoiced in connection to the order.
The fees are stated exclusive of value-added tax or other comparable surcharges and fees. The invoice shall be paid within 20 days from the invoice date, whereafter interest on arrears pursuant to the reference rate established by the Swedish Riksbank, plus 8 percentage points, shall be payable until payment in full is made.

7.3 Orders to customers according to subscription services will be invoiced when the goods leave our warehouse.

7.4 The subscription agreement unless otherwise agreed between the parties will run indefinitely. In the absence of a separate agreement between the parties, the price list applicable from time to time shall apply.

7.5 Notice period for termination of the subscription service. If termination of the contract and the subscription service is requested by written notice this must be done latest between day 1-14 in the renewal month according to the subscription agreement. In such case the subscription will end without any products being sent out. No demand for payment will be done if products were sent out within this period and termination is done.

If the request for termination of the subscription service by written notice is made after day 14 in the renewal month products will be sent and demand for payment will be done.

8. Special terms and conditions for One-time Order

8.1 If a one-time order is placed without having a valid subscription service active, the current term and conditions applies. Note that the product order follows the price list of a non-Subscription service customer.

8.2 If one-time order is placed when having a valid subscription service active, the current term and conditions applies. Note that the product order follows the price list of a Subscription service customer.

9. Contract term and termination

9.1 The Agreement shall enter into force upon execution of a one-time order or a start of any subscription service or as otherwise agreed in accordance with the Order and shall remain in force for the relevant contract term in accordance with the Order

Notice of termination shall be given in writing and can be done anytime, note the fees and payment terms and conditions in chapter 7.

The Agreement states the date of entry into force of the Agreement.

For retailer and trader, the retail contract states the terms of the agreement, the date of entry and the special contract terms and terminations. It acts an appendix to this general agreement.

9.2 These General Terms and Conditions shall also apply if the Customer, during the contract term, purchases/orders off new services from PEAC.

9.3 Either party shall be entitled to terminate the Agreement with immediate effect in the event: (1) the other party materially breaches its obligations under the Agreement and fails to cure within 20 days following a written demand to do so from the first party; or (2) the other party is placed into bankruptcy, commences composition negotiations with its creditors, becomes the subject of enforcement measures, suspends payments, becomes the subject of an application for company reorganisation, is placed into liquidation, or otherwise can be deemed to have become insolvent; or (3) in the event a force majeure situation, as per section 10, is of more than three months’ duration.

9.4 In the event the Customer uses the subscription Service or contract agreement in contravention of the Agreement, PEAC shall be entitled to discontinue the Customer’s (access) use of the Service or to terminate the Agreement with immediate effect.

10. Force Majeure

10.1 In the event performance of any of the parties’ undertakings pursuant to the Agreement is prevented or delayed due to war, strike, lockout, fire, flood, shortage of means of transport or energy, public authority measure, newly enacted or amended legislation, or another reason beyond the control of the party in question, such party shall be discharged from liability in damages and other sanctions, provided that the party informs the other party of the circumstance within a reasonable time. As soon as the impediment ceases, the obligation shall be performed in the agreed manner.

11. Customer and user

11.1 Upon order and agreement the Customer defines themselves to be a customer and user. The agreement is exclusive to the user and can’t be transferred to anybody else without the written agreement of PEAC.

11.2 In case of the customer being a retailer or trader, an application and request is made to PEAC, processed, and then agreed by PEAC the customer gets the status of Retailer. In these cases, a contract responsible person defined also as the contact person and users are defined and agreed upon. PEAC shall be notified, in writing of any replacement of a contact person or user.

12. Applicable law

12.1 The Agreement shall be interpreted and applied in accordance with Swedish law.

12.2 Any dispute involving the interpretation or application of this Agreement and appurtenant legal relationships shall be determined by arbitrators pursuant to the Swedish Arbitration Act in force at the time of the request for arbitration. In respect of unpaid and due claims for fees for the Service or disputes where the amount in dispute clearly does not exceed SEK 200,000, PEAC or the Customer shall be entitled to bring action in a court of general jurisdiction or with the Swedish Enforcement Authority.

13. Assignment

13.1 The Customer shall not be entitled to assign its rights or obligations under this Agreement without PEAC:s written consent.

14. Miscellaneous

14.1 In the event any provision of the Agreement, or part thereof, is found to be invalid or cannot otherwise be performed, the Agreement as a whole shall not be rendered invalid unless the invalidity has a material detrimental impact on the parties’ consideration or performance under the Agreement.

14.2 The Agreement constitutes the complete regulation of all issues to which the Agreement relates unless other written arrangements have been reached. For retail agreements a complementary contract must be created which acts as an appendix to this agreement. All oral undertakings and promises which preceded the Agreement shall be replaced by the content of the Agreement.

15. Personal data

15.1 PEAC is the controller of personal data for the processing of personal data which takes place as consequence of this Agreement. Processing of personal data takes place in accordance with PEAC:s personal data policy applicable from time to time, which is described in full at xxx (hemsida-länk)

Most recent update of the terms and conditions: 1st January 2022