Professional Salon & Authorized Retailer Agreement
LADSM & Beauty (“MOHM Beauty”) sells high-quality brands of hair care, health care, nail care, and skin care products (“Professional Beauty Products”). The Professional Beauty Products are designed and intended for use or for resale 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. MOHM Beauty is contractually obligated 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 customer (“you”, “your” or “Salon”) wishes to purchase Products from MOHM Beauty and MOHM Beauty agrees to sell 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 MOHM Beauty 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’ consumption needs.
2. You will use and apply Professional Beauty Products identified as “professional use 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 branded websites, or as otherwise provided by MOHM Beauty 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.
5. You will not resell Professional Beauty Products to any diverter or redistributors of products. You will report immediately to MOHM Beauty 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 MOHM Beauty.
6. You acknowledge that the diversion of Professional Beauty Products damages the reputation of the Professional Beauty Product, goodwill towards the customers and damages business relations. Because actual damages to business relationships, goodwill and reputation are difficult to measure, you agree to pay $100 per product unit sold by you in violation of this agreement. In addition, you hereby agree that MOHM Beauty 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 MOHM Beauty 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 MOHM Beauty in any legal action(s) taken against you for injunctive relief and damages as set forth above.
7. You or your owner is responsible for ensuring 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 agreement and secure their compliance with this agreement.
8. This agreement is intended to benefit you, MOHM Beauty, and Participants of the Professional Beauty Products, can each 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 MOHM Beauty 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 Jersey, without regard to the conflicts of law principles thereof.
