Terms and Conditions

ACCEPTANCE

The acceptance by Intimo, LLC (“Intimo Toys”) of any order is subject to the customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from the customer’s placement of an order with Intimo Toys or from the customer’s acceptance of all or any part of the products ordered. No additions, amendments, or modifications of Intimo Toys terms and conditions by the customer shall be binding upon Intimo unless agreed to in writing by an authorized representative of Intimo Toys. If a purchase order or other correspondence submitted by the customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Intimo Toys acknowledgment, such terms and conditions shall be ineffective. Intimo Toys fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by the customer and will not constitute a waiver by Intimo of any of the terms and conditions contained herein or in Intimo Toys acknowledgment.

LEGAL RECEIPT AND AGE OF CONSENT

By purchasing products from Intimo Toys, the customer declares that they are 18 years of age or above, have the legal right to possess adult products in their area or community, will not make any of the products available to minors in any form, and will be fully liable for any legal ramifications that may arise from receiving, using, or selling these products.

PAYMENT AND CREDIT TERMS

Prepayment for orders shall be required unless a credit agreement is entered into between Intimo Toys and the customer prior to order. If credit is extended, payment shall be net 30 days from the date of the invoice unless otherwise stated on the invoice or in such credit agreement. All credit extended by Intimo Toys to the customer, and the limits of such credit, is at Intimo Toys sole discretion and may be reduced, changed, or revoked by Intimo Toys at any time, for any reason. Intimo Toys shall charge a late payment fee at the rate of two percent (2.0%) of the amount due for each month or portion thereof that the amount due remains unpaid, or the maximum amount as may be permitted under applicable law, whichever is greater. Intimo Toys shall not be obligated to offer credit or release orders under any circumstances whatsoever. In making payments to Intimo under these terms and conditions or any purchase order, no offsets or deductions shall be made by the customer.

FREIGHT

Unless otherwise agreed in writing, delivery shall be Ex Works (EXW) Intimo’s designated facility, as defined by INCOTERMS 2010. The customer shall be solely responsible for all transportation and shipping costs, insurance, and risk of loss. If Intimo Toys, at the request of the customer, undertakes to send any products to their destination, risk of loss shall nonetheless pass not later than when the products are handed over to the first carrier.

MINIMUM ORDER

Unless otherwise agreed in writing by Intimo Toys, all orders placed by the customer must be for at least $200.00 worth of products (“Minimum Order”). Intimo Toys may refuse to ship any order that does not meet the Minimum Order or may ship the non-complying order on such other terms as Intimo and the customer agree to in writing at such time. Any shipment of an order that does not meet the Minimum Order shall be a one-time accommodation and not a modification of these terms and conditions or an ongoing waiver of any provision of these terms and conditions.

CANCELLATION

In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Intimo Toys may have as a result of such cancellation or other withdrawal, Intimo Toys shall have the right to charge reasonable cancellation or restocking charges as determined by Intimo in its sole discretion.

DELIVERY

Intimo Toys shall use commercially reasonable efforts to deliver products in accordance with any reasonably requested delivery schedule. Where strict compliance with such requested delivery schedule is not possible, Intimo Toys will make delivery as soon as reasonably possible. Intimo Toys shall not be liable for any loss or damage resulting from any delay in delivery or for failure to give notice of any delay unless expressly agreed to in writing by Intimo.

RISK OF LOSS; EXAMINATION; RETURN OF GOODS

Title to products and risk of loss thereof shall pass to the customer upon delivery as specified herein. The customer should examine each shipment promptly following delivery. Defectiveness or incompleteness of the products must be communicated to Intimo Toys in writing within 7 days after the products have been delivered. ALL CLAIMS FOR SHORTAGES, DEFECTS, OR OTHER NON-CONFORMITIES WHICH ARE NOT MADE TO INTIMO IN WRITING WITHIN 7 DAYS AFTER DELIVERY OF PRODUCTS ARE WAIVED. Customer’s sole and exclusive remedy, and Intimo’s sole obligation, for failure to deliver conforming products shall be, at Intimo Toys option, (a) the correction of the non-conforming condition or replacement of any non-conforming products, or (b) the issuance of a credit to the customer in the amount of the purchase price paid and received for such products. No product will be approved for return after one year from receipt of shipment. All returns of Intimo Toys products must be authorized in writing by an authorized Intimo Toys representative. All products returned on an unauthorized basis may be refused automatically and no responsibility will be assumed by Intimo. Products authorized for return must be sent freight prepaid and may be subject to a restocking fee of up to 15% of the price paid for the returned products. As a condition for refund or credit, the returned products must be in brand new, mint, blemish-free condition. All claims for losses or damages which occur in transit should be made by the customer to the freight carrier and not deducted from the amounts owed to Intimo.

LIABILITY

The customer assumes all risk and liability for loss, damage, or injury to persons or property of the customer or others arising out of the resale or use, either singly or in combination with other substances, or storage, transportation, or possession of any products sold hereunder. In all events, the maximum liability of Intimo Toys, if at all, from any cause shall be to refund if paid, or otherwise to credit to the customer, the purchase price of that part of the products which are inferior in quality, defective, unshipped, or subject to such other cause as may be the basis of the claim. Notwithstanding anything to the contrary herein, in no event shall Intimo Toys be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, whether foreseeable or not, that are in any way related to the products or these terms and conditions, any breach hereof, loss of goodwill or profits, lost business however characterized, and/or from any other cause whatsoever. Without limiting the generality of the foregoing, the limitations on liability under this paragraph shall apply to any indemnification obligations owed by Intimo to the customer at any time.

WARRANTIES

All products sold by Intimo are sold as “novelty goods”. Intimo Toys makes no warranties regarding any products sold hereunder, except that such products shall conform to Intimo Toys specifications either as in effect at the time of delivery or as incorporated herein. EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY INTIMO. INTIMO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. INTIMO ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR, OR MISAPPLICATION. Under no circumstances shall the customer provide any person or entity any warranty regarding the products which exceeds the warranty provided by Intimo hereunder.

TAXES

In the absence of proper exemption certificates forwarded to Intimo Toys by the customer, Intimo shall collect from the customer all applicable sales or use taxes or other proper taxes or governmental charges, now imposed by federal, state, or local authorities upon the production, sale, and/or shipment of the products sold hereunder or hereinafter becoming effective prior to the delivery of such products.

FORCE MAJEURE

The consequences, direct or indirect, of labor troubles, fires, accidents, floods, war, shortage of transportation, failure, suspension, or curtailment of production due to shortage of supply of raw materials, or other economic factors, government acts or requirements, and any and all like or different causes beyond the control of Intimo shall excuse performance by Intimo Toys to the extent by which performance is prevented thereby.

INTELLECTUAL PROPERTY INFRINGEMENT

Intimo Toys reserves the right to discontinue deliveries of any material, the manufacture, sale, or use of which in its opinion would involve an undue risk of a claim of infringement of the intellectual property rights of any party.

INTELLECTUAL PROPERTY

The customer shall have no right, title, or interest in the trade names, trademarks, trade dress, trade secrets, copyrights, patents, domain names, product names, catalogs, designs, specifications, know-how, concepts, inventions, or any other intellectual property rights reserved by Intimo. The customer shall have no right to copy or use any of the intellectual property of Intimo without Intimo Toys written consent. The customer shall not remove or obscure from any products (a) any logo, label, or marking on such products which may allow the products to be identified as Intimo products, or (b) any disclaimer, warranty, or similar label or sticker included on the products.

CHOICE OF LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan in all respects, without regard to its conflicts of laws principles.

ASSIGNABILITY

These terms and conditions and all contracts or orders governed by these terms and conditions shall be binding upon, and inure to the benefit of, the customer and Intimo Toys