Wholesale Terms and Conditions of Sale

1Scope and who these terms apply to

These Wholesale Terms and Conditions of Sale (the “Wholesale Terms”) govern all wholesale, trade and resale purchases of products from C8 Nail Supply (“C8”, “we”, “us”) by an approved wholesale account holder (“Buyer”, “you”).

A purchase is a Wholesale Purchase if it is placed on or through an approved C8 Wholesale Account, made at wholesale, tiered, case or pallet pricing, supported by a resale or tax exemption certificate, or placed by purchase order.

Order of precedence. Where documents conflict, this order controls, highest first: (1) a written agreement signed by an authorized representative of C8 and the Buyer; (2) these Wholesale Terms; (3) C8’s written order confirmation or invoice for that order; (4) C8’s retail Terms of Service, which apply only to fill a gap not addressed above.

If you also buy personally. A wholesale account holder who wants to make a personal, non-resale purchase must place that order through a separate retail account with sales tax charged. Orders placed on a Wholesale Account are treated as Wholesale Purchases.

Non-waivable rights. Nothing in these Wholesale Terms limits any right that applicable law does not permit to be waived or modified as to a particular purchase.

2Account approval and eligibility

A wholesale account requires a valid California seller’s permit or the equivalent for your state, and any professional or establishment license that applies to your business. We may request additional documentation.

Approval is at our discretion. We may decline, suspend or close an account at any time. We may re-verify eligibility annually, and you must notify us promptly if your permit, license, ownership, business name or address changes.

Account credentials are for your business. You are responsible for all orders placed under your account.

3How an order is formed, and buyer forms

Your order is an offer to buy. No order is binding on C8 until we confirm it in writing or ship it, whichever happens first.

Buyer forms are rejected. Any term of a Buyer purchase order, vendor portal, vendor agreement, invoice portal or other Buyer form that adds to, differs from or conflicts with these Wholesale Terms is expressly objected to and rejected, and is not binding on C8 unless separately signed in writing by an authorized representative of C8. Our acceptance of any order is expressly conditioned on your assent to these Wholesale Terms. A purchase order number is accepted as a reference for your records only.

We may allocate, substitute or decline quantities during a shortage.

4Pricing and tiers

Wholesale pricing is offered in tiers, which may include single unit, pack and case or pallet quantities. Prices are subject to change without notice. A written quote is valid for the period stated on it, and if none is stated, for 14 days.

Pricing errors caused by human or automated systems may not be honored and affected items may be cancelled without notice. Where an order is cancelled for a pricing error we refund it in full.

There is no price protection. A promotion applies to orders placed within the promotional period, and we do not price match an order that shipped before a promotion began.

Wholesale pricing and tier structure are confidential. See Section 16.

5Payment, credit and late charges

Orders are prepaid unless C8 has approved credit terms in writing. Where credit is approved, invoices are due on the terms stated on the invoice.

Past due balances accrue a late charge at the lesser of 1.5% per month or the maximum rate permitted by California law. You are responsible for costs of collection, including reasonable attorney fees, to the extent permitted by law. We may apply a fee for a returned or dishonored payment.

We may place an account on credit hold, require prepayment, or suspend or cancel open orders where an account is past due. We may set off amounts you owe us against amounts we owe you.

6Sales tax and resale certificates

Sales tax is charged unless a valid, complete and current resale or exemption certificate is on file before the order is created. Tax already charged on a completed order cannot be removed retroactively.

A valid certificate must include your business name and address, permit number, a description of the property purchased for resale, the resale statement, the date and a signature. You must notify us promptly if it expires, is revoked or no longer applies.

You can submit a certificate, or upload a completed CDTFA-230, on the wholesale page. We verify every permit with the state before a tax free sale.

You indemnify C8 for any tax, interest and penalties assessed because a certificate you provided was invalid, expired, revoked, incomplete or used for property not purchased for resale, and we may charge that tax to you retroactively.

7Shipping, title and risk of loss

Unless agreed otherwise in writing, all shipments are FOB Origin. Title and risk of loss pass to you when we tender the goods to the carrier. Freight, LTL, liftgate, residential delivery and accessorial charges are yours.

Claims for loss or damage in transit are yours to file with the carrier. We will provide the documentation you need to file.

Delivery dates are estimates. We are not liable for delay or failure caused by circumstances beyond our reasonable control.

Certain products cannot ship and are pickup only, including gallon liquids and oversized display racks. Others ship by ground only in limited quantities and cannot travel by air. These are transport restrictions applying to every supplier.

8Inspection, shortages and damage

Inspect every shipment on arrival. Report shortages, mis-picks and visible damage within 48 hours of delivery, with photographs of the outer carton before further unpacking, the damage, and the packing slip. A claim without those photographs cannot be processed.

Goods not rejected in writing within 5 business days of delivery are accepted.

Report a shipping problem on the shipping problem page, which collects the photographs the carrier will ask for.

9Returns and cancellation

Wholesale orders are final except for goods that are nonconforming or damaged in transit and reported under Section 8. This is stricter than our retail return policy, and it is a term of wholesale pricing.

No returns are accepted on opened liquids, gels, monomers, powders, lacquers, adhesives or any applied product, on clearance or closeout goods, or on special order, case or pallet quantities once picked.

Where a return is authorized it requires a return authorization number issued by C8 in advance, and it may be subject to a restocking fee stated at the time of authorization. Free, bonus and combo items must be returned new and unused or their regular price is deducted.

Cancellation of a special order, case or pallet order after picking has begun may be subject to a restocking fee.

10Products, manufacturers and warranties

C8 is a retailer and distributor. We do not manufacture, formulate, compound, repackage or relabel the products we sell. Formulation, ingredient disclosure, safety substantiation, label content, performance claims and regulatory registrations are the responsibility of the manufacturer or brand owner identified on the label.

We purchase from the brand owner or from distributors authorized by the brand owner, and we sell in original manufacturer packaging.

Any manufacturer warranty is passed through to you to the extent the manufacturer permits. C8 does not originate, extend or independently guarantee it, and warranty service is performed by the manufacturer under its own terms. See manufacturer warranty support.

Color variance between batches and between matching products is a manufacturing characteristic and is not a defect.

11Disclaimer of warranties

C8 warrants only that, at the time of tender to the carrier, goods will conform to the manufacturer’s specification and will be free from damage caused by C8.

EXCEPT AS EXPRESSLY STATED ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, C8 NAIL SUPPLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

No warranty is given against damage caused by misuse, improper storage, exposure to heat or light, use past an expiry date, or use outside the manufacturer’s label directions.

This Section applies to purchases by businesses. It does not apply to, and does not limit, any non-waivable warranty owed to a consumer under California law.

12Limitation of liability

To the fullest extent permitted by law, C8’s total liability arising from or connected to any order is limited to the purchase price of the specific goods giving rise to the claim, and your sole and exclusive remedy is, at C8’s option, repair, replacement or credit.

To the fullest extent permitted by law, C8 is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost salon or service income, business interruption, or loss of goodwill, whether or not C8 was advised of the possibility.

If the exclusive remedy is found to fail of its essential purpose, the limitation on consequential damages remains in effect to the fullest extent permitted by law.

This Section does not apply to liability for fraud, willful injury to the person or property of another, or violation of law, and nothing here exempts C8 from liability that California Civil Code section 1668 does not permit to be exempted.

13Resale, channel and brand use

You may resell products only through your own physical location or your own branded website, unless we agree otherwise in writing.

Resale on third-party marketplaces, including Amazon, eBay, Walmart Marketplace, TikTok Shop, auction and bidding sites and comparable platforms, is not permitted without our prior written consent.

You may not decant, repack, repackage, relabel, alter or remove any manufacturer label, lot code, batch code or safety information, or export outside a territory we have approved in writing.

Brand names, logos and product imagery belong to their owners. Approved accounts receive a limited, non-exclusive, revocable license to use product images and brand names solely to advertise the genuine goods they have purchased from C8, in a manner consistent with the brand owner’s guidelines. That license ends when the account ends.

We may trace lot codes and terminate an account for diversion or transshipping.

14Regulatory and product compliance

You are responsible for your own compliance with the law where you operate, including professional and establishment licensing, sanitation and ventilation rules, workplace safety, keeping current Safety Data Sheets on your premises, and any warning obligation that applies to your own onward sale, including California Proposition 65. Current sheets are linked on the safety data sheets page.

If you re-ship regulated products you are the shipper for that shipment and are responsible for classification, packaging, marking, documentation and hazardous materials training.

If you place your own brand or name on a product, you may become the responsible person for that product under applicable federal cosmetics law, with the registration, listing, safety substantiation, labeling and adverse event reporting duties that follow.

15Buyer indemnity

You agree to indemnify, defend and hold harmless C8 Nail Supply and its owners, officers, employees, agents and contractors from any claim, loss, liability or expense, including reasonable attorney fees, arising from the services you perform using products purchased from C8, your own advertising and claims, your resale or export of products, the licensure or conduct of your personnel, your breach of these Wholesale Terms, or your violation of any law or regulation.

16Confidentiality

Wholesale pricing, tier structure, quotes, program terms and any non-public information we provide are confidential. You may use them only to buy from us and may not disclose them to a third party, including a competitor, without our written consent.

17Term, suspension and termination

Either party may terminate the wholesale relationship at any time on written notice. Termination does not affect obligations incurred before it, including payment for goods delivered.

On termination, open orders may be cancelled or required to be prepaid at our discretion, and the license in Section 13 ends.

Sections 6, 10, 11, 12, 13, 14, 15, 16, 18 and 19 survive termination.

18Governing law, venue and disputes

These Wholesale Terms are governed by the laws of the State of California, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and C8 consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, and waive any objection to that venue.

To the fullest extent permitted by law, each party waives any right to a jury trial, and agrees that claims will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

The prevailing party in any action to enforce these Wholesale Terms is entitled to recover its reasonable attorney fees and costs.

19General provisions

Severability. If a provision is held unenforceable, it is severed and the remainder continues in full force.

Waiver. Failure to enforce a right is not a waiver of it.

Entire agreement. These Wholesale Terms, with any signed agreement and our order confirmations, are the entire agreement on this subject and supersede prior communications.

Assignment. You may not assign without our written consent. We may assign in connection with a merger, acquisition or sale of assets.

Amendment. We may amend these Wholesale Terms by posting an updated version and giving notice. Amendments apply to orders placed after the effective date.

Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control.

Notices. Notices to C8 go to support@c8nailsupply.com and to the address below. Notices to you go to the email and address on your account.

20Contact and acceptance

Placing a Wholesale Purchase, or accepting delivery of one, constitutes acceptance of these Wholesale Terms.