TERMS OF SALE

All orders for Scruples Professional Products and Non-Professional ‘Retail’ Products are subject to the following terms and conditions:

PROFESSIONAL PRODUCTS: All Professional Products purchased from Scruples (a) will be used by licensed cosmetologists/salons in connection with providing services to customers, or (b) in the case of retail products designed for home use, will be sold only by the licensed cosmetologists to legitimate individual clients. Licensed cosmetologists/salons will not resell Professional Products, nor resell Professional Products to any wholesaler, retailer, diverter or redistributor of products, nor sell Professional Products over the internet, via direct mail, telephone, or catalog.

All Professional 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 to anyone under any circumstances, but may be used only by cosmetic licensed personnel in connection with providing professional services to customers.

Licensed cosmetologists/salons will not remove, obliterate, hide, mask or otherwise tamper with the batch codes, tracking codes, serial numbers or other codes on any Professional Products.

Website orders do not create a franchise between Scruples and licensed cosmologists/salons.

 

RESALE RESTRICTIONS: Orders are for licensed cosmetologist/salon use and sale to individual customers only, as expressly provided in these terms and conditions. The Customer will not export product outside the U.S., nor will the Customer sell products by use of the Internet, catalog sales or any other methods of distance selling.

The Customer will not divert product or sell to a product diverter. Scruples reserves the right to reduce order quantities or refuse orders that represent a potential diversion threat. In the effort to halt DIVERSION, including cooperating with any investigation of DIVERSION by Scruples, reporting any solicitations to purchase, sell or distribute Professional or Retail Products in violation of these terms and conditions, and reporting any other suspicious activity to Scruples.

Licensed cosmetologists/salons 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.

 

ACCURACY OF BILLING AND ACCOUNT INFORMATION: Scruples reserves the right to refuse any order placed. Scruples may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that changes are made to or cancel an order, Scruples may attempt to notify the Customer by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

The Customer agrees to provide current, complete and accurate purchase and account information for all purchases made on this website. The Customer agrees to promptly update their account and other information, including email, license information, phone number and address, so that transactions can be completed and contact available if needed.

 

PRICING: Selling prices are fixed by the price list in forced at the time of the purchase and may include geographical and sales channel variances. This includes deliveries ordered within the usual deadlines, with prices corresponding to the standard delivery units indicated on the price list. Scruples reserves the right to change prices at any time.

 

ADDITIONAL CHARGES: Freight, COD, sales taxes and other applicable charges are included as part of the total invoiced cost. These charges are included as part of the Customer’s balance with the understanding and agreement that the Customer is responsible for the total invoiced cost.

 

PAYMENT POLICY: All major credit and debit cards are accepted: Visa, MasterCard, Discover, and American Express. Debit cards must have a Visa or Master Card logo to be used for purchases online.

 

SCRUPLES INTEGRITY SALON PROGRAM: Licensed Salons and professionals can earn points based on quarterly spending tiers for Scruples product purchases. Purchases of gift cards are EXCLUDED. Canceled orders and returned products do not count toward point rewards. Points have no cash value and may not be returned or exchanged for cash, for other products or for gift cards. Scruples may, in its sole discretion, alter, limit, or modify the Integrity Salon Program eligibility, rules, guidelines, or any other feature of the program or may terminate the program at any time in its sole discretion, without prior notice or liability to Customer. Non-professional customers are ineligible for the Integrity Salon Program. Visit scrupleshaircare.com and register as a professional to learn more. For questions regarding the Scruples Integrity Salon Program, contact Program Headquarters at 844.379.1659 (9am – 5pm Eastern Time, Monday-Friday) or email programhq@scruplesintegrity.com.

 

TITLE AND RISK OF LOSS: Title and risk of loss, damage or destruction of a product by reason of theft, fire, water or any other cause shall pass from Scruples to Customer when tendered to the carrier for shipment to Customer. The occurrence of any such casualty shall not impair the obligation of the Customer to pay for all products lost, damaged or destroyed.

 

SHORTAGE CLAIMS: All claims of order shortages must be made within five (10) days from the date of invoice. Any product that is the subject of a shortage claim shall be credited or shipped by Scruples to the Customer, subject to availability of such product. A shortage claim may only be submitted for a product that was invoiced. A backordered product does not constitute a shortage. Scruples shall make all commercially reasonable efforts to credit or fill any such shortages as expeditiously as possible.

 

NON-CONFORMING PRODUCT: Customer receiving product shipped in error shall be entitled to a full refund or credit so long as the Customer notifies Scruples within five (10) business days from the date of invoice.

 

ATTORNEY’S FEES: In the event it becomes necessary for Scruples to enforce the terms and conditions of this agreement, Scruples shall be entitled to recover all of its costs incurred in such efforts, including, but not limited to, reasonable attorneys’ fees and costs in all manner of collection efforts, including, but limited to, actions or proceedings commenced and prosecuted against Customer.

 

GOVERNING LAW: This Agreement shall be construed in accordance with and all disputes herein shall be governed by the internal laws of the State of Minnesota without giving effect to Minnesota’s conflicts of laws principles and rules.

 

RESOLUTION OF DISPUTES: Each of the parties submits to the exclusive jurisdiction of the U.S. District Court of Minnesota, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding shall be heard and determined in such court. Each party agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court except in the event the U.S. District Court of Minnesota, does not have subject matter jurisdiction, in which case the action or proceeding shall be heard in the Minnesota state court with proper jurisdiction and venue thereof.. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any party with respect thereto. Each party elects a non-jury trial and each party irrevocably waives any right or claim for a jury trial determination. In the event of litigation arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party a reasonable sum for attorneys’ fees and costs.

 

FORCE MAJEURE: No party shall be responsible for failure or delay in performance caused by reason of fire, flood, riot, strikes, freight embargo, unexpected shortages or failure in the supply of raw materials, transportation difficulties, networking failures, acts of God or of the public enemy, war or civil disturbances or act of terrorism, any existing or future laws, rules, regulations or acts of any government (including any orders, rules or regulations issued by an official or agency or such government) affecting a party that would delay or prohibit performance hereunder, or any cause beyond the reasonable control of such party. Notwithstanding the foregoing, this Section shall not be an excuse for non-payment or non-acceptance of products for which title or risk of loss has passed.

 

ENTIRE AGREEMENT: The above General Terms of Sale cancel and supersede all previous versions and takes precedence over the General Purchasing Conditions issued by customer. This agreement contains the entire agreement between Scruples and the Customer with respect to the product sold to the Customer hereunder. No promise, representation, warranty or covenant not included in this agreement has been or is relied on by either party. Each party has relied on its own examination of this agreement and the provisions hereof, and the counsel of its own advisors. No modification or amendment to this agreement shall be of any force or effect unless in writing executed by the Customer and a duly authorized representative of Scruples. The Customer’s order constitutes the Customer’s acceptance of the General Terms of Sale. Scruples has the right to accept/reject any order. Either party may end this relationship with or without cause at any time upon thirty (30) days written notice without penalty.

 

These terms and conditions of sale were last updated in September 2018.