COMMERCIAL TERMS OF SALE
These Commercial Terms of Sale (“CTS”) apply to orders for products and services by direct commercial
purchasers (“Customer”) from SalonCentric, Inc. (“SalonCentric”), unless Customer and SalonCentric have
entered into a separate written agreement that applies to Customer’s orders for specific products or
services, in which case, the separate written agreement governs Customer’s purchase and use of such specific
products or services. Each order under this CTS shall be deemed to incorporate by reference the terms of
this CTS. The terms of this CTS shall control over any inconsistent term in the Terms of Use posted on
SalonCentric.com.
1. Price: Selling prices are fixed by the price list in force 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. Third parties offering products or services
for sale on SalonCentric Marketplace may have different pricing policies.
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. Third parties
offering products or services for sale on SalonCentric Marketplace set their own freight charges.
3. Payment Policy: SalonCentric and SalonCentric Marketplace 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), credit or debit card, PayPal and
AfterPay. All major credit and debit cards are accepted in Store and online at SalonCentric.com, including
SalonCentric Marketplace: Visa, MasterCard, Discover, American Express and the SalonCentric credit card (for
credit card and rewards terms and conditions, please visit Comenity. Debit cards must have a Visa or Master Card logo to be used
for purchases on SalonCentric.com. 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). COD and net 30 days payment methods are not available for SalonCentric Marketplace purchases. 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,
including stop payment orders. Special orders must be paid in full at the time of the order.
4. Other Businesses: Parties other than SalonCentric operate stores, provide services or
sell product lines through SalonCentric Marketplace (“Third-party Sellers”). If you purchase any of the
products or services offered by these businesses or individuals, you are purchasing directly from those
third parties, not from SalonCentric. SalonCentric is not responsible for examining or evaluating, and
SalonCentric does not warrant, the offerings of any of these businesses or individuals. SalonCentric does
not assume any responsibility or liability for the actions, product, and content of all these and any other
third parties. You should carefully review these Third-party Seller’s privacy statements, terms of sale and
other policies.
5. Title and Risk of Loss: For physical product purchased from SalonCentric, title to 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.
For SalonCentric Marketplace purchases, title to and risk of loss, damage or destruction of product shall
pass from the Third-party Seller to Customer upon delivery to Customer.
6. Shortage Claims: All claims of order shortages for physical product purchased from
SalonCentric 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 commercially reasonable efforts to credit or fill
any such shortages as expeditiously as possible.
7. Returns and Warranties: SalonCentric’s
Returns and Warranties policies applies to all purchases and orders under this CTS,
as well as purchases from Third-party Sellers on SalonCentric Marketplace.
8. Warranty Disclaimer: Other than the warranties set forth in the Warranties policy, and to
the maximum extent permitted by applicable law, SalonCentric: (i) make no other express warranties; (ii)
disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and
non-infringement; and (iii) disclaim any warranty arising by statute, operation of law, course of dealing or
performance or usage of trade.
9. Cancellation of Special Orders: The Customer is responsible for the payment of all orders
for product purchased from SalonCentric that are cancelled by Customer and 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 purchased from SalonCentric 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.
10. 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 Customer’s business
shall constitute a default under this CTS, and SalonCentric shall be entitled to all of the remedies of a
secured party under the Uniform Commercial Code.
11. 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.
12. Attorney’s Fees: In the event it becomes necessary for SalonCentric to enforce this CTS,
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.
13. Governing Law: This CTS 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.
14. 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 CTS 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
CTS 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 CTS, the prevailing party shall be entitled to recover from the
losing party a reasonable sum for attorneys’ fees and costs.
15. 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.
16. Confidentiality: Customer agrees that any Confidential Information it learns during its
relationship with SalonCentric will be kept as confidential by Customer and it will not in any manner, use,
disseminate, or divulge any Confidential Information to any third party. Confidential Information includes
product promotion and development plans, goals, financial information, secret processes and formulae,
business techniques, methods, and procedures, marketing strategy and customer data and the terms of
Customer’s relationship with SalonCentric. Upon request Confidential Information in Customer’s possession
shall be returned to SalonCentric.
17. Term and Termination:This CTS is effective upon the earlier of an order or Customer’s
acceptance of the CTS and continues until it is terminated in accordance with this clause. Either party may
terminate this CTS for material breach by the other party if such other party has failed to cure the breach
within a reasonable grace period of no less than thirty (30) days as set forth by the other party in
writing. In addition, SalonCentric may terminate this CTS if there is a material change in the ownership,
business model or financial condition of Customer or for any other reason (or no reason) at any time.
Neither party is obligated to purchase or sell any amount of products under this CTS, it being agreed that
both parties may place and accept orders hereunder in their sole and absolute discretion. SalonCentric has
the right to accept/reject any order. Customer may terminate this CTS with or without cause at any time upon
thirty (30) days written notice to SalonCentric. Any termination of this CTS shall not affect any previously
placed orders.
18. Ethical Commitment: The Customer represents that it complies, both in word and spirit,
with all laws and regulations applicable to it regarding health and safety at work, labor law, the
protection of the environment, the prevention of corruption, money laundering and financing of terrorism,
the protection of personal data, financial and extra-financial transparency, taxation, competition and
international economic sanctions, and undertakes to comply at all times with such laws and regulations.
19. Entire Agreement: This CTS, the SalonCentric policies and each order hereunder comprise
the complete statement of the agreement of the parties regarding the subject matter thereof and may be
modified only by written agreement. Pre-printed terms on any order or any term or condition on a Customer
form, have no legal effect and do not modify or supplement the CTS, even if SalonCentric does not expressly
object to those terms when accepting a Customer Order. The SalonCentric policies and information which are
incorporated by reference (including reference to information contained in a URL or policy) form an integral
part of this CTS.
20. Independent Contractors: The parties are independent contractors for all purposes under
this CTS and cannot obligate any other party without prior written approval. The parties do not intend
anything in this CTS to allow any party to act as an agent or representative of a party, or the parties to
act as joint venturers or partners for any purpose. No party is responsible for the acts or omissions of any
other.
Last updated April 15, 2022.
