General Terms & Conditions of Sale

Last Updated: December 12. 2025

These General Terms & Conditions of Sale (“Terms”) govern all quotations, purchase orders, manufacturing agreements, order acknowledgments, shipments, and sales of products (“Products”) and related services (“Services”) provided by Beauty Quest Group, owned by Transom Capital Group, including its parents, subsidiaries, affiliates, directors, officers, employees, agents, representatives, and subcontractors (collectively, “Beauty Quest,” “we,” “us,” or “our”). These Terms constitute a binding agreement between Beauty Quest and the purchasing party (“Customer,” “Buyer,” or “you”).

By issuing a purchase order, accepting a purchase order acknowledgment, receiving Products, or otherwise doing business with Beauty Quest, you acknowledge and agree to be bound by these Terms.

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1. Orders and Acceptance

All purchase orders are subject to review and written acceptance by Beauty Quest through a Purchase Order Acknowledgment (“POA”). No order shall be binding until a POA is issued.

Beauty Quest may accept, reject, or modify any order at its sole discretion. Any Customer terms that are additional to or inconsistent with these Terms are void unless expressly accepted in a written agreement signed by Beauty Quest.

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2. Pricing

All prices and charges on are shown in US Dollars. All prices, discounts, and promotions posted are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Prices quoted:

· Are exclusive of applicable taxes, duties, freight, and handling charges.

· Are valid only for the period stated in writing.

· May be updated prior to POA issuance due to raw material, packaging, or logistics changes.

Any changes to scope, artwork, regulatory requirements, or bill of materials may result in price adjustments.

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3. Payment Terms

Unless otherwise agreed in writing, standard payment terms are:

Net 30 days from invoice date for Distributor or non e-commerce based business

CIA (Cash in Advance) for any e-commerce or website sales

Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.

Beauty Quest may:

· Require prepayment or milestone payments for custom manufacturing.

· Withhold shipments or suspend production if Customer’s account becomes past due.

· Require financial assurances prior to continuing performance.

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4. Freight, Shipping, Title & Risk of Loss

Standard freight terms are:

Freight Terms: Prepaid FOB Origin (Beauty Quest Facility)

Accordingly:

· Beauty Quest will arrange freight to customers

· Beauty Quest prepays freight and adds the charge to Customer’s invoice. Unless otherwise agreed in writing.

· Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery

Beauty Quest is not liable for:

· Carrier delays

· Transportation interruptions

· Force majeure events

· Customer inventory losses resulting from shipping delays

Customer must inspect Products upon receipt and notify Beauty Quest of any discrepancies within 10 business days.

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5. Manufacturing Services, Specifications & Materials

Products will be manufactured in accordance with:

· Final approved specifications

· Master formulas

· Artwork and packaging approved by Customer

· Applicable Good Manufacturing Practices (GMP)

Customer is responsible for:

· Providing accurate and complete specifications

· Regulatory compliance for claims, labeling, and intended use

· Ensuring that all Customer-provided materials (ingredients, packaging, artwork, etc.) comply with applicable laws

Beauty Quest may charge storage fees for materials held more than 90 days.

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6. Returns & Nonconforming Goods

No returns are accepted without a written Return Merchandise Authorization (RMA).

If Products fail to conform to specifications, Beauty Quest may, at its sole option:

1. Replace the Products

2. Repair the Products

3. Issue a credit not exceeding the purchase price of the affected Products

This is Customer’s exclusive remedy for nonconforming goods.

Beauty Quest is not responsible for:

· Customer mishandling

· Improper storage

· Unauthorized modifications

· Expired product

· Third-party shipping damage

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7. Intellectual Property

Beauty Quest retains ownership of:

· All Beauty Quest-developed formulas, manufacturing methods, processes, trade secrets, and know-how

· All internal process documentation used to produce Products

Customer retains ownership of:

· Customer-owned formulas

· Customer-owned trademarks, brand assets, artwork, and packaging designs

Customer warrants that all Customer-provided intellectual property does not infringe any third-party rights and will indemnify Beauty Quest against any related claims.

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8. Confidentiality

Both parties shall protect confidential, proprietary, and nonpublic information for at least five (5) years after disclosure or as otherwise agreed in writing.

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9. Warranties

Beauty Quest warrants that Products:

· Are manufactured according to approved specifications

· Comply with applicable GMP standards

· Are free from defects in materials and workmanship at the time of shipment

Beauty Quest disclaims all other warranties, express or implied, including:

· Merchantability

· Fitness for a particular purpose

· Non-infringement

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10. Limitation of Liability

To the fullest extent permitted by law:

· Beauty Quest’s maximum aggregate liability arising from any transaction is limited to the amount paid by Customer for the specific Products or Services giving rise to the claim.

· Beauty Quest is not liable for any consequential, indirect, incidental, punitive, or special damages, including lost profits, lost brand value, or inventory losses.

These limitations do not apply to claims involving:

· Beauty Quest’s gross negligence

· Willful misconduct

· Product liability where prohibited by law

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11. Indenification

Customer shall indemnify, defend, and hold Beauty Quest harmless from all claims, losses, liabilities, and expenses arising out of:

· Customer-provided specifications, artwork, formulas, or packaging

· Customer’s resale, marketing, or use of Products

· Customer’s violation of law or third-party rights

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12. Privacy

Any Customer information provided to Beauty Quest is processed in accordance with Beauty Quest’s Privacy Policy, available upon request.

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13. Force Majeure

Beauty Quest is not liable for any delay or failure caused by circumstances beyond its control, including:

· Acts of God

· Supply chain interruptions

· Labor disputes

· Equipment failures

· Transportation disruptions

· Government actions

Performance will resume when feasible.

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14. Governing Law

These Terms are governed by the laws of the state in of Delarware, without regard to conflicts-of-law principles.

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15. Dispute Resolution; Arbitration

Except for intellectual property claims or matters qualifying for small claims court, all disputes shall be resolved through binding arbitration administered by JAMS in accordance with its rules.

CLASS ACTION WAIVER

Customer agrees not to pursue:

· Class actions

· Group or representative claims

· Consolidated actions

If the class action waiver is found unenforceable, disputes shall be resolved exclusively in a state or federal court located in Los Angeles County, California.

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16. Notices

Notices to Beauty Quest must be sent to:

Beauty Quest Group Attn: Legal Department [Insert Current Corporate Address]

Notices to Customer will be sent to the designated email or physical address on file.

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17. Assignment

Customer may not assign an order or agreement without Beauty Quest’s prior written consent. Beauty Quest may assign these Terms to any affiliate or successor entity.

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18. Severability

If any provision is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

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19. Entire Agreement

These Terms constitute the entire agreement between Customer and Beauty Quest and supersede all prior terms or communications and are to be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

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20. Acknowledgment

By placing orders with Beauty Quest, Customer acknowledges and agrees to be bound by these Terms.