Terms and conditions of sale of KB Kashia Beauty products and services for Distributors

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NOTICE: The sale of any of the Products and Services is expressly conditioned on the dealer's acceptance of these Terms and Conditions. Any acceptance of Seller's offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Customer. No Client form will modify these Terms and Conditions, nor will any course of execution, course of dealing or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order for the purchase of products or the receipt of services shall constitute the distributor's consent and acceptance of these Terms and Conditions.

1. Definitions

1.1. "Capillaries" refers to shampoos, conditioners, hair masks or solutions alluding to the treatment and care of the hair or scalp, as well as oils or infusions, does not include the Best Friends collection.
1.2. "Customer" means the stylist, barber shop, beauty spa or salon that purchases the Products and Services from the Distributor or Seller.
1.3. "Contract" means the contractual agreement signed by both parties or these Terms and Conditions, Seller's final quote, and Seller's order receipt. In case of conflict, the Terms and Conditions of this contract will have priority over other documents not included in the Contract.
1.4. "Contract Price" means the agreed cost set forth in the contract for the sale of value-added products and services including adjustments (if any) in accordance with the contract.
1.5. "Distributor" means the person or entity to which Seller supplies the Products and Services under the Agreement.
1.6. "Products" means the supplies and other goods that Seller has agreed to supply to Distributor under the Agreement.
1.7. "Seller" means LUANJUXI INC DBA KASHIA BEAUTY.
1.8. "Value-Added Services" means the seminars that the Seller has agreed to present for the Distributor or Customer.
1.9. "Terms and conditions" rules and regulations that govern the fulfillment of operations and collaborations, as well as the rights and obligations enjoyed by both parties signing this contract.

 

2. Obligations of the distributor.

2.1. The distributor will distribute, promote and sell the value-added Products and Services through promotion, distribution and logistics – offering a quality service to the Consumer.
2.2. The distributor will be trained with the information of the Value Added Products and Services, sales techniques and professional development provided by Kashia Beauty.
23. The distributor will only have as clients of the value-added products and services of the Kashia Beauty brand:
2.3.1. Clients who have a cosmetology license.
2.3.2. Clients who own beauty salons.
2.3.3. Or business related to the beauty industry.
2.4. The distributor will give advice and instructions to the clients in relation to the Products to guarantee optimal results of the same. (Mandatory)
2.5. The distributor will be responsible for storing all products purchased through the seller, at an average temperature of 75° Fahrenheit.
2.6. Distributor will act with dignity and professionalism in all communications, behavior, as well as personal appearance, in order to project professionalism and a positive brand image.
2.7. The distributor will avoid under all circumstances to participate in multilevel trading model schemes in any of its modalities.

 

3. Capillary exclusivity conditions.

3.1. Distributors will have exclusive rights to customers in their respective regions. If the seller is contacted directly by customers in exclusive regions, the seller will contact the distributor who has the assignment of the zone of the interested prospect as long as the distributor authorizes it, (only where applicable).
3.2. Each region is subject to quotas, volumes and terms set by the vendor, taking the size of the region to be covered as a criterion.
3.3. The seller reserves the right to distribute those categories apart from capillaries in which the assigned distributor is not willing to supply customers in the assigned area.
3.4. The seller will give feedback to the distributor to inform him of those products that need an increase in the sales volume of Kashia Beauty brand products.
3.5. The seller may reassign the distributor's region under conditions of breach of the terms and conditions of this agreement.
3.6. The Seller has exclusive rights to sell the Products online. Customers are not authorized to sell the Products online. However, customers can share KB Kashia Beauty posts, dealer posts, or original posts promoting the product on social media.
3.7. Distributors are not authorized to carry out acts of sale on electronic platforms such as: social networks, online stores. of the brand's products.
3.8. Seller has exclusive rights to work with social media influencers.
3.9. Independent distributors must promote Kashia Beauty products as the only brand within their product catalog, applicable only in Houston Texas.
3.10. The distributor will be responsible for delivering a copy of the stylist contract to its clients and must deliver the signed originals to the seller for its record and corresponding file.

 

4. Non-compete policy. (applicable to Houston dealers only)

4.1. During the term of these terms and conditions, and for a period of 1 year after their termination, distributors in Houston shall not engage in any variant of competing business that may be considered similar in nature to the seller's business.

 

5. Order conditions.

5.1. Orders must be made through authorized platforms implemented by the seller.
5.2. Orders require one (1) business day to process. Orders received after 3:30pm will begin processing the next business day.
5.3. Urgent orders for the same day will have an additional cost that can be from $50.00 us dlls up to $250.00 us dlls.

 

6. Contract and price of the product.

6.1. Seller will provide distributors with discounts on hair products based on the criteria below.
6.2. The criteria to be considered in assigning discounts to distributors are:
6.2.1. Any purchase between $3,400.00 and $5,000.00 USD before applying taxes, generates a 40% discount on the total purchase, “for a total investment of between $2,040.00 and $3,000.00 USD. “
6.2.2. Any purchase between $5,250.00 to $8,650.00 USD before applying taxes, generates a 42% discount on the total purchase, "for a total investment of between $3,045.00 and $5,017.00"
6.2.3. Any purchase between $9,100.00 to $14,600.00 before taxes, generates a 45% discount on the total purchase, "for a total investment between $5,005.01 to $8,030.00"

 

 

 

 

 

 

 

 

 

 

 

6.2.4. 45% total discount plus 5% in additional product applicable to the sale of $16,000.02 to $30,000.00 applicable exclusively to hair extensions, does not apply to the purchase of extensions or other products outside the hair category.
6.2.5. 45% total discount plus 8% on additional product applicable on sale amounts of $30,000.01 or more.
6.2.6. The seller reserves the right to set a minimum selling price for the products in order to maintain the image and brand value of Kashia Beauty.

 

7. Payment Policies.

7.1. The payment must be received before the fulfillment and dispatch of the order, by zelle, deposit or transfer to the account of LUANJUXI INC DBA KASHIA BEAUTY.
7.2. Payments made by credit or debit card will be charged a 3% charge for terminal use.

 

8. Cancellation policy

8.1. Cancellations by distributors are valid for 12 hours from the order entry.
8.2. Cancellations made after the 12-hour deadline for placing the order, will be penalized with 5% of the total value of the order.

 

9. Terms of delivery and shipment.

9.1. The title of the products will pass to the distributor at the time of delivery of the product.
9.2. The risk of loss will be transmitted to the distributor at the time of delivery of the merchandise.
9.3. Any responsibility of the Seller or the Distributor for the non-delivery of the Products will be limited to the replacement of these within a reasonable period of time.

 

10. Seller Services

10.1. The Seller supports distributors and customers who wish to offer a seminar on the Products.
10.2. Seller Services must meet the following conditions.
10.2.1. A minimum of ten (10) attendees will be required within the territory of Texas, (15) attendees outside the territory of Texas.
10.2.2. The Distributor or the Client must confirm the holding of the event to the Seller at least fifteen (15) business days before the date of the event.
10.2.3. The client must transfer 50% of the amount corresponding to 10 ten participants (10) ten business days before the event.
10.2.4. Seller will provide all publicity for the seminar.
10.2.5. The seller will establish stipulations regarding prices and costs.

 

11. Disclaimer of warranty

11.1. Seller warrants that all Products will, at the time of sale by Seller (either to Distributor or Customer directly) comply with Seller's applicable specifications. SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller's personnel are not authorized to modify this disclaimer of warranty.

 

12. Limitation of liability

12.1. IN NO EVENT SHALL SELLER BE LIABLE TO DEALER, CUSTOMER, OR ANY THIRD PARTY FOR ANY LOST USE, REVENUE, PROFITS, OR DIMINISHED VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED-ON REMEDY OR OTHERWISE. ITS ESSENTIAL PURPOSE.
12.2. IN NO EVENT SHALL SELLER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR PRODUCTS AND SERVICES SOLD. UNDER THIS AGREEMENT.
12.3. This limitation of liability is a material basis of the parties' bargain and reflects the negotiated allocation of risk between Seller, Distributor and Customer, without which Seller would not have agreed to provide the Products or Services at the price charged.

 

13. Compensation

13.1. Notwithstanding the provisions of section 9 hereof, either Customer, Distributor and Seller (as "Indemnifying Party") will indemnify the other party (as "Indemnified Party") for claims brought by a third party, cause of personal injury or damage to the tangible property of the third party, to the extent that they are caused by the negligence of the Indemnifying Party in connection with this Agreement. In the event that the injury or damage is caused by the joint or concurrent negligence of the Customer, the Distributor and the Seller, the loss or expense will be borne by each party in proportion to the degree of its negligence.

 

14. Intellectual Property Rights

14.1. Distributor may not use or dispose of any of Seller's trademarks, copyrights or other intellectual property, including but not limited to the Kashia Beauty name, Seller's website, literature or advertising content, unless authorized by Seller in the Terms and Conditions or other written agreement.
14.2. Distributor or customer may not use any of Seller's trademarks, copyrights, or other intellectual property for personal use.
14.3. In the absence of a written agreement to the contrary, the Seller may use and publish any photograph, testimonial, idea or any other information that the Customer provides to the Distributor or the Seller, as well as review and correct said information without the prior approval of the Customer, provided that the information in question implies the products, brand or image of Kashia Beauty.

 

15. Confidential Information

15.1. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, prices, discounts or rebates, disclosed by Seller or Distributor to Customer, whether disclosed orally or disclosed or accessed in writing, electronically, or in any other form or medium, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement, is confidential , solely for use in the performance of this Agreement and may not be disclosed or copied unless previously authorized in writing by Seller. At Seller's request, Distributor shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is (a) in the public domain; (b) known to the Distributor at the time of disclosure; or (c) rightfully obtained by Distributor on a non-confidential basis from a third party.

 

16. Termination.

16.1. Seller may terminate this Agreement with immediate effect by giving Distributor written notice if Distributor has failed to perform or comply with any of these Terms and Conditions, in whole or in part.
16.2. Otherwise, this contract will automatically renew effective January 1 of each year.

 

17. Amendment and modification

17.1. Seller may amend or modify these Terms and Conditions in writing with at least 30 days' notice to Customer.

18. Waiver

18.1. No waiver by Seller or distributor of any provision of this Agreement shall be effective unless expressly set forth in writing and signed by Seller. The lack of exercise, or the delay in the exercise, of any right, resource, power or privilege derived from this Agreement does not operate, nor can it be interpreted, as a waiver of the same. No single or partial exercise of any right, remedy, power or privilege under this agreement excludes any other or subsequent exercise of this or the exercise of any other right, remedy, power or privilege.

 

19. Force majeure

19.1. Seller shall not be liable to Distributor, nor shall Seller be deemed to have breached or breached this Agreement, for any failure or delay in performance or performance of any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Seller's reasonable control including, without limitation, flood, fire, earthquake, explosion, governmental action, war, invasion or hostilities (whether or not war is declared), terrorist threats or acts riots, or other civil disturbances, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (related or not to the labor of either party), or restrictions or delays affecting carriers or the inability or delay in obtaining supplies of adequate or appropriate materials, materials or interruption of tele communications or power outage.

 

20. Assignment

20.1. Distributor shall not assign any of its rights or delegate any of its obligations under this Agreement without Seller's prior written consent. Any intended assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Distributor of any of Distributor's obligations under this Agreement.

 

21. Relationship of the Parties

21.1. The relationship between the parties is that of independent business partners. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or other form of joint business, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract with or bind the other party. no way.

 

22. Applicable Law

22.1. All matters relating to Seller arising out of or in connection with this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas.

 

23. Submission to jurisdiction

23.1. Any suit, action or legal proceeding against Seller arising out of or related to this Agreement shall be brought in the federal courts of the United States of America or in the courts of the State of Texas, in each case located in the city of Houston. and Harris County.

 

24. Severability

24.1. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

25. Survival

25.1. Provisions of these Terms and Conditions that by their nature should apply beyond their terms will survive any termination or expiration of these Terms and Conditions.
INTERPRETATION: The provisions of the points and collaboration rules that by their nature should or have to be applied beyond their limitations, will remain in force even at the end of the validity of this contract.

 

26. Entire Agreement

26.1. These Terms and Conditions constitute the entire agreement between Customer and Distributor regarding the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings and agreements relating to the subject matter hereof.
INTERPRETATION: These terms and conditions constitute the commercial collaboration agreement in its entirety in relation to the collaboration agreement implicit in the signing of this contract, and replace in its entirety verbal agreements, discussions, arguments, as well as any other arrangement that does not found in this collaboration agreement.

 

27. Penalties.

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27.1. Any non-compliance with the points and sections of this contract will be cause for a penalty imposed by the Seller, and will be applicable from economic sanctions to the partial or total deactivation of the penalized Distributor.