TERMS & CONDITIONS

Website Terms & Conditions of Use

Terms and Conditions of Sale

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Terms and Conditions of Sale

These Terms and Conditions of Sale ("Terms of Sale") apply whenever you order any product ("Product") through our US website, www.charlottetilbury.com/us/ (the "Website"), or otherwise from us. These Terms of Sale should be read alongside, and are in addition to, our website Terms and Conditions of Use ("Terms of Use") and our Privacy Policy and Cookies Policy (“Privacy and Cookies Policy”).

Please read these Terms of Sale carefully and print a copy for your future reference. By ordering a Product from us, you agree that you have read, understood and agree to these Terms of Sale, the Privacy and Cookies Policy and the Terms of Use (each as amended from time to time). If you do not agree to these Terms of Sale, you must not order any Product from us. THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH CHARLOTTE TILBURY BEAUTY INC. AND YOU SHOULD REVIEW IT CAREFULLY.

If you are purchasing or have purchased Charlotte Tilbury Product(s) from a third-party retailer or reseller, these Terms of Sale will not apply and you should refer to the terms and conditions of sale of the relevant retailer or reseller. Any questions or customer service inquiries related to Charlotte Tilbury Product(s) purchased from a from a third-party retailer or reseller should be directed to the relevant third-party and not CTBI. We are not responsible for promotions related to our products where such promotions are published by third parties on external websites or other media which have not been approved by us.

About us

Charlotte Tilbury Beauty Inc. (referred to in these Terms of Sale as “CTBI”, “we”, or “us”) is a company registered in Delaware, whose registered number is 5493834 and whose address is at 148 Lafayette Street, New York, NY 10013. Should you have any questions about these Terms of Sale or wish to contact us for any reason, please use the Contact Us section on the Website.

About you

By ordering any Products from us, you confirm that you are: (a) a resident of the United States; and (b) ordering Products for delivery in the United States.

If any of the above is incorrect, you must not order any Product from this Website and we reserve the right, in our sole discretion, to refuse or accept your order.

Product descriptions and Pricing

All Product descriptions and images shown on the Website are provided in good faith but are intended as guidance only and actual Products may vary accordingly.

The packaging of the product may vary from that shown in images on our website.

The images of the products on our Website are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that a device's display of the colors accurately reflects the color of the products. Products may vary slightly from those images. The packaging of Products may vary from that shown in images on our Website.

All prices shown on the Website are in United States dollars. Prices shown on the Website do not include applicable sales tax, shipping, gift packaging or other charges, which will be added to any order you place and summarized for you at checkout.

Although we use reasonable efforts to keep prices up-to-date on the Website, we reserve the right to alter prices at any time. If the price of your Product has changed after you have ordered, we will not be able to refund/credit you the difference in price (this also includes sale price adjustments).

Any material and information presented by CTBI on the Website or with any Products sold through the website is intended to be used for informational purposes only. Any statements and Products are not intended to diagnose, treat, cure or prevent any condition or disease. All Products should be used strictly in accordance with their instructions, precautions and guidelines.

You should always check the ingredients for Products to avoid potential allergic reactions. Use of the Website is not meant to serve as a substitute for professional medical advice. If you have any personal concerns, please consult with your own physician or health care practitioner regarding the use of any goods, products or information received from the Website before using or relying on them.

You acknowledge that, as between you and us, CTBI, our licensors and any CTBI Affiliates (defined below) own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Products ("IPR"). An affiliate is any entity that directly or indirectly controls, is controlled by, or is under common control with another entity (“Affiliates”).

If any IPR vests in you, whether by operation of law or otherwise, you agree to assign and hereby assign to us all right, title and interest (whether legal or beneficial) in such IPR throughout the world absolutely to the fullest extent possible, including any and all renewals and extensions of such IPR. You unconditionally and irrevocably waive any and all moral rights you may have either now or in the future existing in or in relation to the Products. You also agree to execute and do all such deeds, documents, acts and things as we may reasonably require in order to assign any IPR to us, to carry out the intended purpose of these Terms of Sale or to establish, perfect, preserve or enforce our rights under these Terms of Sale. You also acknowledge that the Products are intended for your own personal use and that you will not resell the Products to any other persons.

How to order Products

When you have found a Product on the Website that you would like to buy, please click on the button labelled "ADD TO BAG". This will add your Product to a virtual "make-up bag" (the “Bag”). You can then proceed to pay for the Products in your Bag by clicking on the Bag icon and then clicking “Checkout”. Alternatively, you can continue browsing the Website and add additional Products to your Bag.

You can see what Products are in your Bag at any time by clicking on the Bag icon and then the button labelled “GO TO MY BAG”. If you wish to remove a Product from your Bag, simply click on the “X” under the header “Remove” next to the relevant Product. You can pay for the Products in your Bag at any time by clicking the button labelled “PROCEED TO CHECKOUT”.

When you click the “PROCEED TO CHECKOUT” button, you may be asked to choose two complimentary samples to add to your Bag, subject to availability while supplies last.

Once you have clicked on “PROCEED TO CHECKOUT” you will be given the option to Register or Checkout as a Guest. You will then be asked to provide various information necessary to process your order and deliver the Product(s) to you. You can provide this information by filling in the fields requested on the screen. All fields with an asterisk must be completed. We respect your right to privacy and will only use any information you provide to us in accordance with our Privacy and Cookies Policy. We must limit any orders to no more than ten (10) units of any single item (i) per order; and (ii) per customer in case of multiple orders placed within 12 months. We reserve the right to reject, cancel or terminate any order at our discretion without reason.

Our contract with you

Once you place your order to purchase a Product from us by following the steps outlined above and by clicking the button labelled “Place Order” we will send you an email confirming your purchase. This email will provide you with the details of the order. This is not an order acceptance by us. A shipping confirmation email, including a tracking number will be sent when your order leaves our warehouse, which will signal our acceptance of your order. If we are unable to accept your order, we will inform you by contacting the email and/or billing phone number provided at the time you placed your order, and will not charge you for the Product(s). This might be because (i) the Product is out of stock, (ii) we have identified an error in the price or description of the Product; or (iii) we are unable to obtain authorization for your payment; or (iv) because of unexpected limits on our resources which we could not reasonably plan for.

We reserve the right to refuse any order placed with us. We may, in our discretion, limit or cancel quantities purchased. The contract will be concluded in English.

Payment for the Products

All Products will remain our property until we have received payment in full for those Products. If you return any Products, your refund will be processed only upon receipt by us of the applicable Products. During the checkout process, you will be asked to complete your payment details. All fields with an asterisk must be completed. We accept most major credit and debit cards. Please note that we will collect, store and use your information in accordance with our Privacy & Cookies Policy. All card payments are subject to authorization by your card issuer. If your payment is not authorized, we will cancel your order and notify you in writing (which may include e-mail) that we have done so. If for any reason your card issuer cancels payment for the Products after they have been shipped to you, upon written notification from us (which may be by e-mail), you must return those Products to us at your own expense or provide an alternate source of payment for the Products. If you fail to do so within 2 weeks of notification from us, without limiting any other remedies that may be available to us, we may arrange to collect the Products or amounts due from you at your expense (including by use of a third party collection agency, if necessary).

If we cannot supply you with the Products that you have ordered, we will cancel your order and inform you of this as soon as reasonably possible. We will give you a full refund where you have already paid for the Products.

Delivery of the Products

For information on shipping including shipping costs and estimated delivery times please see the Shipping policy on our Website. Delivery will be to the address specified in your order. If no one is available at the address at the time of delivery, the Products will either (i) be retained by the delivery company for a reasonable period of time and then returned to us or (ii) will be left in your designated “safe place” if you selected this option. If you choose to have your order delivered to a safe place, please select from one of the chosen safe places on the list and ensure that the safe place you choose is protected from the elements and is guarded from public view to avoid damage and theft. However, we can't guarantee that our carriers will be able to meet these instructions under all circumstances although we will endeavour to accommodate your request.

You acknowledge that you are fully responsible for any order left in your chosen safe place.

If Products are returned to us by the delivery company due to their inability to deliver the Products to you, we will issue you with a refund for the Products but reserve the right to retain any costs incurred in arranging for the delivery and return of the Product.

All risk in the Products you order (including risk of loss and/or damage to the Products) shall pass to you upon delivery to you. Products will be considered delivered once they are left in your designated safe place, if applicable.

We shall be under no liability for any delay or failure to deliver Products if the delay or failure is caused by a third party or is wholly or partly caused by circumstances beyond our control. Our liability to you

We will use reasonable skill and care in fulfilling any order placed by you which is accepted by us. However, we exclude all other representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law.

Except as expressly set out in these Terms of Sale, we will not be liable for any special, indirect, incidental, consequential or economic loss or for loss of profits or revenues howsoever caused arising in connection with any order placed by you.

Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall be limited to the sums paid or payable for the Products.

We will not be liable to you where we breach these Terms of Sale due to any cause that is beyond our reasonable control, including acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

Nothing in these Terms of Sale shall limit our liability for personal injury, death or fraud.

This clause does not affect your statutory rights as a consumer.

Returns and Refunds under our Refunds Policy

We hope you love your purchases, but if for any reason you do need to return something to us, we’ve made it as simple as possible. Please see our Returns & Exchanges Policy for details.

Mandatory and Binding Arbitration / No Class Actions / Waiver Of Jury To the maximum extent permitted by applicable law, you and CTBI agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to these terms and your purchases (if any) under the rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration. Any arbitration between you and us, to the extent necessary, will be conducted in New York, New York, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum. The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:

o The arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; o The arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and o Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. o Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim. You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services: o You are giving up your right to have a trial by jury; o You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and o You must file any claim within one (1) year after such claim arose or it is forever barred.

If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts.

This agreement to arbitrate will not preclude you or CTBI from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or CTBI from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of CTBI’s intellectual property rights. In the event of any litigation or arbitration arising from or related to these Terms of Sale, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration. Other important terms

We may update or amend these Terms of Sale from time to time to comply with law or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Website and the date of the most recent update will be noted below.

These Terms of Sale supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.

You may not assign or sub-contract any of your rights or obligations under these Terms of Sale to any third party unless we agree in writing. We may assign, transfer or sub-contract any of our rights or obligations under these Terms of Sale to any third party at our discretion.

No relaxation or delay by us in exercising any right or remedy under these Terms of Sale shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.

If any part of these Terms of Sale are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these

Terms of Sale shall remain in full force and effect.

Only you and we shall be entitled to enforce these Terms of Sale. No third party shall be a beneficiary of or entitled to enforce any of these Terms of Sale.

These Terms of Sale are governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof.

Last Revised: October 2022