PROFESSIONAL SALON & AUTHORIZED RETAILER CONTRACT
SalonCentric (herein referred to as a Distributor) distributes and sells high quality brands of hair care, skin care, cosmetic, lip and nail products (“Professional Beauty Products”). The Professional Beauty Products are designed and intended for sale only in professional salons and certain other authorized channels as outlined in this contract (the “Agreement”). A professional salon is owned by or employs one or more licensed cosmetologists on a full-time basis at each location, is current in all state licensing for its business and maintains a reasonable area devoted to salon services. Distributor is contractually obligated to the manufacturers of the Professional Beauty Products to sell the products only to licensed professional cosmetologists and Salons for their use or for resale with professional recommendation to Salon customers.
The undersigned salon or authorized professional products resale partner (“You” or “Salon”) wishes to purchase Products from Distributor and Distributor agrees to sell reasonable quantities of the Professional Beauty Products to You in consideration of Your promises and subject to the terms and conditions set forth below:
1. All Professional Beauty Products purchased by You from Distributor will be used by You on the premises associated with providing services to You or, in the case of retail products designed for home use, sold to Your end-user customers from Your premises or Your branded website and only in quantities meeting Your customers home consumption needs.
2. You will use and apply Professional Beauty Products identified as “professional use only” only in connection with professional services performed on Your premises for Your customers. You will not sell or otherwise transfer “professional use only” products to anyone. This includes all salon professional color products and associated chemicals.
3. You will ONLY sell Professional Beauty Products within your physical retail location or via your branded website. Your branded website must comply with any online sales policy as posted on individual brand websites, or as otherwise provided by SalonCentric to You. Sales of Professional Beauty Products via third party marketplaces, auction / bidding sites or non-salon branded websites is strictly prohibited. This provision does not restrict You from using the Internet to advertise professional services.
4. You will not remove, obliterate, or tamper with any codes applied to Professional Beauty Products by the manufacturer or Distributor.
5. You will not resell Professional Beauty Products to any diverter or redistributors of products. You will report immediately to Distributor any person who attempts to buy the Professional Beauty Products for any purpose other than their personal use in quantities meeting their home consumption needs. You will maintain records of all sales of Professional Beauty Products exceeding $100 and will make such records available for inspection by Distributor or the manufacturers.
6. You acknowledge that the diversion of Professional Beauty Products damages the reputation of the manufacturer of the Professional Beauty Product, the goodwill with the manufacturer’s customers and damages the manufacturer’s business relations with distributors and salon customers. Because actual damages to the manufacturer’s business relationships, goodwill and reputation are difficult to measure, You agree to pay the manufacturer $100 per product unit sold by You in violation of this agreement. In addition, You hereby agree that Distributor and the manufacturer shall be entitled to the following in the event You violate this agreement: (i) An injunction against You prohibiting Your violation of this agreement; and (ii) You will reimburse Distributor and the manufacturer all costs associated with the repurchase of the Professional Beauty Products sold or transferred by You in violation of this agreement; and (iii) reasonable attorney fees and costs incurred by Distributor and manufacturer in any legal action(s) taken against You for injunctive relief and damages as set forth above.
7. You or Your owner is responsible to ensure performance of this agreement. You will take appropriate action to ensure each employee and each cosmetologist working on Your premises is aware of Your obligations under this contract and secure their compliance with this agreement.
8. This agreement is intended to benefit You, Distributor, and the manufacturers of the Professional Beauty Products, each may enforce this contract. The parties acknowledge that this agreement does not create a partnership or franchise relationship.
9. This agreement may be terminated with respect to future purchases without penalty at any time by either You or Distributor upon written notice. No such termination however shall relieve you of liability with respect to the period prior to termination. This agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof.
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Salon or Authorized Retailer Name Salon or Authorized Retailer Address
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Account Holder(s) Printed Name Account Holder(s) Signature(s) Date
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Distributor Representative Printed Name Distributor Representative Signature Date
