TERMS AND CONDITIONS OF SALE

1. Price: Selling prices are fixed by the price list in forced at the time of the purchase and may include geographical and sales channel variances. This includes deliveries ordered within the usual deadlines, with prices corresponding to the standard delivery units indicated on the price list. SalonCentric reserves the right to change prices at any time.

2. Additional Charges: Freight, COD, sales taxes and other applicable charges are included as part of the total invoiced cost. These charges are included as part of the Customer’s balance with the understanding and agreement that the Customer is responsible for the total invoiced cost.

3. Payment Policy: SalonCentric accepts the following payment methods: cash (Store only), check (Stores only), check by mail (excluding online purchases), direct debit from an approved checking account (via ACH) (Stores and SSCs only) or credit card. On SalonCentric.com, all major credit and debit cards are accepted: Visa, MasterCard, Discover, and American Express. Debit cards must have a Visa or Master Card logo to be used for purchases online. Additionally, COD or net 30 days payment methods are available at the sole option of SalonCentric, as specified on the invoice (which includes all applicable freight and COD charges). A finance charge of 2% per month (24% per year), or the highest legal rate of interest if less, will automatically accrue on and be added to all past due accounts. These shall then be payable by Customer on demand by SalonCentric. This demand may be incorporated as a charge on any future invoices to the Customer. Unapproved deductions or unspecified application of offsetting invoices will not apply against any account balances and will have finance charges applied against any balances that become past due as a result of the deduction or offset. A minimum fee of $25 shall be charged to the Customer for any returned checks to the customer, including stop payment orders. Special orders must be paid in full at the time of the order.

4. Title and Risk of Loss:: Title and risk of loss, damage or destruction of product by reason of theft, fire, water or any other cause shall pass from SalonCentric to Customer when tendered to carrier for shipment to Customer. The occurrence of any such casualty shall not impair the obligation of the Customer to pay for all products lost, damaged or destroyed.

5. Shortage Claims: All claims of order shortages must be made within five (5) days from the date of invoice. Any product that is the subject of a shortage claim shall be credited or shipped by SalonCentric to the Customer, subject to availability of such product. A shortage claim may only be submitted for a product that was invoiced. Backordered product does not constitute a shortage. SalonCentric shall make all commercially reasonable efforts to credit or fill any such shortages as expeditiously as possible.

6. Returns, Restocking Charges and Availability of Credit: For the Customer to be entitled to receive credit for either resalable or damaged products, the Customer must receive a Return Goods Authorization number (’RGA’) prior to returning product to SalonCentric. Failure to do so may result in the credit being denied or significantly delayed. The Customer must contact SalonCentric Customer Service to obtain an RGA.

Returns of Resaleable Product (excluding electrical items and shears): may be requested within 90 days of purchase with an original receipt. Merchandise must be in original packaging. Cosmetics may be returned if unopened. Electrical items and shears may be requested within 60 days of purchase and will be refunded or exchanged with original receipt. Purchases made through SalonCentric Customer Service, Sales Consultants, and SalonCentric.com divisions may be returned to a SalonCentric store; however, the return must not exceed $150 and must include an original receipt. For returns in-store of online orders, refunds will be processed as a SalonCentric gift card. Product returns will not be accepted after 90 days from the invoice date and electrical items and shears will not be accepted after 60 days from the invoice date. Credit will not be given for unsellable product. Unsellable product would include, but is not limited to: Product with price tags or other stickers, product with marker or pen writing, defaced product, cracked, dropped or broken appliances and discontinued product. The Customer is responsible for all freight costs associated with returns.

    a. A Restocking Charge of 20% of the invoiced price shall automatically be charged for any return after 60 days and any special order that is returned or rejected.

    b. Damaged Product: Credit shall be issued to the Customer for damaged product only upon verification by an authorized SalonCentric representative. A customer receiving product damaged in shipping, shall contact SalonCentric within five (5) business days from the date of invoice. SalonCentric does not accept any leaking product. In the case of a damaged product that is leaking we will credit or replace the product at the discretion of the customer upon proof of damage. SalonCentric may arrange for the inspection and pick up of any other such damaged product, or shall direct the Customer to ship the product to SalonCentric warehouse, at SalonCentric’s expense.

    c. Non-Conforming Product: Customer receiving product shipped in error shall be entitled to a full refund or credit so long as the Customer notifies SalonCentric within five (5) business days from the date of invoice. SalonCentric may direct the Customer to ship the product to a SalonCentric warehouse at SalonCentric’s expense.

    d. Discontinued Product: No credit shall be allowed for the return of discontinued product.

    e. Seasonal Product: No credit shall be allowed for the return of seasonal products, such as holiday, Father’s Day, Mother’s Day, Back to School or Breast Cancer Awareness, etc.

    f. Special Promotional Product: No credit shall be allowed for the return of special promotional products, including but not limited to, manufacturer pre-packed promotions or any pre-labeled products with special manufacturer pricing.

    g. Equipment: Returned equipment must be in original carton and unused condition. Only stock equipment items may be returned; custom-made equipment is not returnable. Equipment return requests must be submitted within 30 days of invoice. The Customer is responsible for all freight costs associated with this type of return.

    h. No return will be accepted regardless of the reason therefore on any Product over 90 days from the date of invoice.

        i. Refund Tender Stores-only: The refund type must match the purchase tender:

            1. Cash Refunds (Store only): Cash refunds under $100 will be refunded in cash at the time of the return.

            2. Credit Card purchases must be refunded to the original card used for purchase.

            3. Check refunds under $100 may be refunded in cash 10 days after the original purchase date.

            4. Cash and check refunds over $100 will be issued as credit on a SalonCentric gift card or SalonCentric account, when applicable.

            5. Purchase made on account will be refunded as a credit back to the customer’s account.

            6. Purchases made online and returned in-store will be refunded as a SalonCentric gift card, up to $150.

        ii. Promotional, introductory kits and free items: Promotional, introductory kit, and free items must be returned with the merchandise in which they were offered for an exchange or refund to be processed. In other words, promotional, introductory kits and free items are not returnable by themselves.

        ii. Promotional, introductory kits and free items: Promotional, introductory kit, and free items must be returned with the merchandise in which they were offered for an exchange or refund to be processed. In other words, promotional, introductory kits and free items are not returnable by themselves.

        iv. Non-returnable Products: Makeup/cosmetics, makeup brushes, combs and brushes are not returnable and all sales of such products are final.

7. Cancellation of Orders: The Customer is responsible for the payment of all orders cancelled by the Customer that include product that is not carried as part of SalonCentric’s standard inventory (i.e., special ordered or non-stock items). SalonCentric will use commercially reasonable efforts to assist the Customer in cancelling existing purchase orders for any non-stock items with the manufacturer prior to delivery of product to the Customer, but there can be no assurance that such efforts will be successful. The Customer shall remain liable for any cancellation charges or financial burdens or losses that SalonCentric may incur as a result of the cancellation of the order.

8. Remedies upon Default: Failure of Customer to perform their obligations hereunder, including, without limitation, failure to pay for the product as agreed, or the insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution, liquidation or winding up of the business Customer shall constitute a default under this agreement, to all of the remedies of a secured party under the Uniform Commercial Code.

9. Warranties: SalonCentric expressly disclaims all warranties, expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose. This disclaimer in no way affects the terms of the manufacturer’s warranty, if any.

    a. All electrical and battery operated items being returned for any warranty claim (dryers, clippers, flatirons, curling irons, etc.) may be submitted up to sixty (60) days of the invoice date with receipt for replacement of defective product.

    b. All claims for warranty on electrical items submitted over sixty (60) days from the invoice date must be sent directly to the manufacturer for repair or replacement of defective product.

In either event, all costs of returning product to the SalonCentric warehouse or manufacturer are borne by Customer.

10. Re-Sale Restrictions: The Customer will not export product outside the U.S., nor will the Customer sell products by use of the Internet, catalog sales or any other methods of distance selling. The Customer will not divert product or sell to a product diverter. The Customer acknowledges that the diversion of product to unapproved outlets or through unapproved channels damages the image of the brands sold by SalonCentric and SalonCentric’s reputation with customers. SalonCentric reserves the right to reduce order quantities or refuse orders that represent a potential diversion threat.

11. Attorney’s Fees: In the event it becomes necessary for SalonCentric to enforce the terms and conditions of this agreement, SalonCentric shall be entitled to recover all of its costs incurred in such efforts, including, but not limited to, reasonable attorneys’ fees and costs in all manner of collection efforts, including, but limited to, actions or proceedings commenced and prosecuted against Customer.

12. Governing Law: This Agreement shall be construed in accordance with and all disputes herein shall be governed by the internal laws of the State of New York without giving effect to New York’s conflicts of laws principles and rules.

13. Resolution of Disputes: Each of the parties submits to the exclusive jurisdiction of the U.S. District Court, Southern District of New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding shall be heard and determined in such court. Each party agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court except in the event the U.S. District Court, Southern District of New York, does not have subject matter jurisdiction, in which case the action or proceeding shall be heard in the New York state court with proper jurisdiction and venue thereof.. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any party with respect thereto. Each party elects a non-jury trial and each party irrevocably waives any right or claim for a jury trial determination. In the event of litigation arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party a reasonable sum for attorneys’ fees and costs.

14. Force Majeure: No party shall be responsible for failure or delay in performance caused by reason of fire, flood, riot, strikes, freight embargo, unexpected shortages or failure in the supply of raw materials, transportation difficulties, networking failures, acts of God or of the public enemy, war or civil disturbances or act of terrorism, any existing or future laws, rules, regulations or acts of any government (including any orders, rules or regulations issued by an official or agency or such government) affecting a party that would delay or prohibit performance hereunder, or any cause beyond the reasonable control of such party. Notwithstanding the foregoing, this Section shall not be an excuse for non-payment or non-acceptance of products for which title or risk of loss has passed.

15. Entire Agreement: The above General Terms of Sale cancel and supersede all previous versions. This agreement contains the entire agreement between SalonCentric and the Customer with respect to the product sold to the Customer hereunder. No promise, representation, warranty or covenant not included in this agreement has been or is relied on by either party. Each party has relied on its own examination of this agreement and the provisions hereof, and the counsel of its own advisors. No modification or amendment to this agreement shall be of any force or effect unless in writing executed by the Customer and a duly authorized representative of SalonCentric. The Customer’s order constitutes the Customer’s acceptance of the General Terms of Sale.