PROFESSIONAL PURCHASE AGREEMENT

(04/2023 version)

Armstrong McCall, L.P. and its affiliates and franschisees (collectively "AMLP Companies") distribute and sell high quality hair care, cosmetics, nail, skin care and other products (the "Salon Products") provided by a variety of manufacturers, many of which have agreements with AMLP Companies limiting sale of their products to salons and professionals in the cosmetology field. As such, AMLP Companies requires customers to abide by the terms of this Professional Purchase Agreement ("Agreement").

Diversion and other unauthorized distribution of Salon Products intended to be marketed through exclusive channels may put professional only products in the hands of untrained consumers, damage the reputations of the manufacturers, and cause confusion as to the manufacturer's and AMLP Companies' approval of the sale of professional beauty products through non-salon locations. This Agreement is applicable whether you are a salon owner, an individual operating as a business (cosmetologist, nail technician, barber or aesthetician), or another party required by AMLP Companies to sign this Agreement, such as a school (collectively, “Salon Professional”). Salon Professional wishes to purchase Salon Products from AMLP Companies and AMLP Companies agrees to sell reasonable quantities of Salon Products to Salon Professional in consideration of Salon Professional’s promises and subject to the following terms:

  1. All Salon Products purchased by Salon Professional: (a) will be used on Salon Professional’s premises or at Salon Professional’s place of business in connection with providing cosmetology services to customers; (b) used by Salon Professional in such reasonable quantities as Salon Professional needs for their own personal home maintenance use; or, (c) in the case of retail Salon Products (excluding those for “professional use only”), will be sold only to legitimate customers in such reasonable quantities as those clients may purchase for personal home maintenance use. Salon Professional will not sell Salon Products (i) in bulk, nor to any diverter or redistributor of products; through the mail, by telephone or telemarketing, catalog, facsimile orders, over the Internet, e-mail, mail order, or any other electronic means or ordering; or (iii) at flea markets, swap meets, or similar events. Salon Professional will permit AMLP Companies or its agents, at all reasonable times and upon two days' prior notice, to enter its premises and audit sales, accounting, and financial records related to the procurement of Salon Products and their sale to third parties. Salon Professional will create such records closely in time following a sale, and maintain them for a period of at least two years beyond the date of Salon Professional's last purchase from AMLP Companies.

  2. All "professional use only" Salon Products, including hair coloring products and associated chemicals, 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 Professional to anyone under any circumstances, but may be used consistent with 1(a) above.

  3. Salon Professional will not remove, obliterate, or tamper with the batch codes, tracking codes, serial number, or other codes applied to any Salon Products. In the event AMLP Companies or another person or entity codes Salon Products prior to delivery Salon Professional, Salon Professional will not remove, obliterate, or tamper with said codes.

  4. Salon Professional agrees that, if it violates this Agreement, AMLP Companies or the manufacturer of the Salon Product involved: a) shall be entitled to obtain an injunction to prevent the ongoing irreparable harm in any court of competent jurisdiction against Salon Professional prohibiting such violation; and, b) as additional relief shall be entitled to damages of at least the sum equal to the full retail price normally charged by Salon Professional for any of the Salon Products sold to Salon Professional that are resold in violation of this Agreement, in addition to legal fees and costs incurred by AMLP Companies or the manufacturer of the Salon Product involved to recover any diverted Salon Product and enforce this Agreement.

  5. Salon Professional will take appropriate steps to ensure that all of its employees, agents, and contractors are made aware of this Agreement, and that they comply with it. AMLP Companies reserve the right to cease providing Salon Products to Salon Professional at any time and for any reason whatsoever in its sole discretion. Without limitation, reasons that AMLP Companies will cease providing Salon Products include ordering volumes of Salon Products which, in the sole opinion of AMLP Companies, exceed the apparent business being conducted by Salon Professional, or any diversion of Salon Products.

  6. Each manufacturer of any Salon Product purchased by Salon Professional from AMLP Companies shall be a third party beneficiary of this Agreement, each with an independent right to monitor compliance with and enforce this Agreement against Salon Professional. AMLP Companies may provide your contact information and purchase details to said manufacturers for such purposes.

  7. Salon Professional or AMLP Companies may terminate this Agreement with respect to future purchases of Salon Products immediately upon notice, in its sole discretion, but the obligations will survive related to any Salon Products purchased prior to termination. Termination of this Agreement will result in termination of Salon Professional’s Armstrong McCall account. This Agreement sets forth the entire agreement of the parties with regard to the subject matter of this Agreement and may not be modified other than by written agreement signed by both parties. This Agreement is governed by the laws of the State of Texas, without regard to the conflict of law principles thereof.

  8. Information submitted on and collected in connection with this Agreement will be used as set forth herein and in our Privacy Policy located here, as updated from time to time.