TERMS AND CONDITIONS
All orders for Wella Professional Beauty Products, including without limitations Wella, Sebastian, Graham Webb and Nioxin products, are subject to the following terms and conditions1:
- All Professional Beauty Products purchased by Salon from Wella (a) will be used by Salon on its premises in connection with providing services to Salon customers, or (b) in the case of retail products designed for home use by Salon customers, will be sold only on the Salon’s styling floor to legitimate Salon individual clients in such reasonable quantities as those clients may purchase for personal home maintenance use, not to exceed six (6) units of products per client per calendar week. Each sale by Salon must be recorded at the time of sale by an electronic point of sale device (typically a cash register). Salon will not resell Professional Beauty Products in bulk, nor resell Professional Beauty Products to any wholesaler, retailer, diverter or redistributor of products, nor sell Professional Beauty Products over the internet, via direct mail, telephone, or catalog.
- All Professional Beauty Products, including hair coloring products, permanent waves, and any other products labeled "for professional use only," "not for retail sale" or with similar language, shall not be sold by Salon to anyone under any circumstances, but may be used only by Salon personnel on Salon premises in connection with providing professional styling services to individual Salon customers.
- Salon will not remove, obliterate, hide, mask or otherwise tamper with the batch codes, tracking codes, serial numbers or other codes on any Professional Beauty Products
- Salon agrees to maintain records of its receipt, inventory, transfer, shipment or sale of Professional Beauty Products (collectively "sales data") for three (3) years and to make such records immediately available to Wella upon request in writing or upon presentation of a Wella representative at Salon without prior notice, in order for Wella to investigate any sales or distribution of Professional Beauty Products that are not expressly permitted by these terms and conditions (referred to as "DIVERSION"), for audit purposes, or to enforce these terms and conditions. Salon shall further make available to Wella, upon written request or presentation at Salon, access to all electronically stored sales data, and the permission and ability to operate Salon's computer systems, or cash register to search for, identify and access such sales data. Wella will also have the right to inspect all inventory of Professional Beauty Products upon written request or presentation at Salon.
- Salon represents that this order is for Salon use and sale to individual customers only, as expressly provided in these terms and conditions. If Salon intends to use the Professional Beauty Products for any other purpose, it is obtaining Wella’s products by fraud. If Wella has a subjective good faith belief that Salon has diverted or intends to divert any Professional Beauty Products, Wella may terminate Salon's receipt of any or certain Wella products, at Wella's sole discretion.
- Salon must share in the effort to halt DIVERSION, including cooperating with any investigation of DIVERSION by Wella, reporting any solicitations to purchase, sell or distribute Professional Beauty Products in violation of these terms and conditions, and reporting any other suspicious activity to Wella.
- Salon will take appropriate steps to ensure that all of its employees, directors, officers, agents, on-site contractors and shareholders are made aware of these terms and conditions, and that they comply with it.
- This order does not create a franchise between Wella and Salon.
- These terms and conditions apply only to the manufacture, distribution and sale of Professional Beauty Products. Nothing contained in these terms and conditions shall be construed to prevent or prohibit Wella or its affiliates from producing, selling, or distributing a department store line, internet line, or retail line of products branded as Wella, Sebastian or Graham Webb non-professional products or from distributing non-professional products through any other distributional channel, structure, or method of any kind.
1 These Terms and Conditions may be updated from time to time.