Terms & Conditions — SourceGrid LLC

1. Parties; Wholesale-Only Sales; No Consumer Sales

The Services are provided by SourceGrid LLC, a Florida limited liability company duly organized and existing under the laws of the State of Florida, with its principal place of business at 7971 NW 21 ST, Doral, Florida 33198, USA (“SourceGrid”). SourceGrid is a strictly business-to-business (B2B) wholesale distributor. SourceGrid does not sell to consumers within the meaning of any consumer-protection statute, does not provide consumer warranties, and does not enter into distance-selling contracts with natural persons acting outside their trade.

To purchase, the Buyer represents and warrants that it is (i) a duly-organized business entity in good standing, (ii) the holder of a valid Resale Tax Certificate or equivalent reseller credential issued by the Florida Department of Revenue or the competent authority of the Buyer's jurisdiction, and (iii) the holder of every federal, state and local license required to lawfully operate as a beauty supply, salon, e-commerce reseller, distributor, sub-distributor or importer. SourceGrid may verify these credentials at any time and may suspend, restrict or terminate any account at its sole discretion, without liability.

2. Account Registration and Eligibility

The User must be at least 18 years old and authorized to bind the entity it represents. The User agrees to (i) provide accurate, current and complete information, (ii) keep all account information up to date at all times, (iii) maintain the confidentiality of credentials, (iv) accept full responsibility for all activity under its account, and (v) immediately notify SourceGrid of any unauthorized use. SourceGrid may, at its sole discretion and without prior notice, refuse, suspend or terminate any account or order, including for misrepresentation, breach, fraud, sanctions concerns or any reason permitted by law.

3. Orders, Quotes and Acceptance

All orders are non-binding offers to purchase and are subject to written acceptance by SourceGrid. Quotes are valid for fifteen (15) days unless otherwise stated and may be withdrawn before acceptance. Pricing, availability, MOQs, lead times, packaging configurations and lot allocations are subject to change without notice until an order is accepted. SourceGrid may correct typographical, pricing or photographic errors, cancel duplicated, suspicious or fraudulent orders, refuse to ship to certain addresses or jurisdictions, and impose maximum quantities, regional restrictions or per-customer limits.

4. Pricing, Taxes, Currency and Payment

Prices are quoted in United States Dollars (USD) and are exclusive of shipping, handling, insurance, customs duties, federal, state and local taxes, brokerage fees and currency-conversion fees. Sales tax will be collected as required by Florida law and the laws of the destination unless the Buyer furnishes a valid Resale Tax Certificate.

Payment terms are stated on the invoice. Unless otherwise agreed in writing, invoices are due upon receipt and payable by the methods listed on the invoice. Past-due amounts accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate allowed by Florida law, and the Buyer agrees to pay all costs of collection, including reasonable attorney's fees and court costs. SourceGrid may set off any amount owed by the Buyer against any credit balance, place orders on hold, accelerate the maturity of all outstanding amounts, require pre-payment for future orders, report delinquencies to credit bureaus and pursue any other remedy available at law or equity.

Returned checks, ACH reversals and chargebacks initiated without first contacting SourceGrid are subject to a USD 50 administrative fee per occurrence, in addition to any bank fees actually incurred.

5. Shipping; Title; Risk of Loss

Unless otherwise expressly agreed in writing, all shipments are FOB Origin (Doral, Florida). Title and risk of loss pass to the Buyer upon delivery of the goods to the carrier at the SourceGrid warehouse. Estimated transit times are not guaranteed. The Buyer is responsible for selecting carriers, insurance and route, even when SourceGrid arranges shipping as a courtesy. The Buyer must inspect every shipment immediately upon arrival and report shortages, visible damage or mis-shipments in writing within seven (7) calendar days of delivery, in accordance with the Refund Policy.

6. Authorized Resale; MAP; Channel Compliance; Anti-Diversion

Products are sold strictly for authorized resale through the channels disclosed and approved at account opening. The Buyer acknowledges and agrees that:

Products must be resold in their original, unaltered, unopened and untampered packaging, with all manufacturer codes, lot/batch numbers, expiration dates and labels intact and legible.
The Buyer will strictly observe any Minimum Advertised Price (MAP), geographic, channel or marketplace policy communicated by SourceGrid or the brand owner. Listings on Amazon, Walmart, eBay, TikTok Shop, Mercado Libre, Shopify-powered DTC stores or any other marketplace are subject to brand approval where applicable.
The Buyer will not divert, transship, export, re-import or otherwise move products outside the authorized territory, nor sell to entities reasonably suspected of doing so.
The Buyer will not relabel, repackage, decant, dilute, mix or otherwise modify the products, nor remove batch codes.
The Buyer will not sell expired products, products approaching expiration without disclosure, products that have been heat-damaged or improperly stored, counterfeit products or products obtained from grey-market sources.

SourceGrid may revoke authorization, refuse further sales, demand product recall and pursue all available remedies for any violation of this Section 6, including liquidated damages of three (3) times the invoice value of the diverted units, which the parties agree is a reasonable estimate of the difficult-to-quantify harm caused by channel diversion and brand erosion.

6.1 Minimum Purchase Per Order by Channel

The Buyer agrees to the following minimum order values (MOQ in USD), based on the business channel approved at account opening:

Beauty Supply: USD 2,000 – 5,000 per order.
Salon / Spa: USD 5,000 – 10,000 per order.
Distributor / Sub-distributor: USD 10,000 – 50,000 per order.

Orders below the applicable minimum may be held, re-quoted at non-wholesale pricing or rejected at SourceGrid's sole discretion. Tier-specific pricing, payment terms and promotional allocations are conditioned on the Buyer continuously meeting the volume threshold for its approved channel.

6.2 Brand Authorizations — Kuul Color System (USA)

SourceGrid LLC sources Kuul Color System branded products in the United States through a direct supply relationship with the brand's authorized U.S. importer, Innovation Beauty — the importer listed on the official Kuul Color System distributor page for the United States.

Authorized U.S. importer of record: Innovation Beauty · +1 (323) 725-7289 · jrbeautyexclusive@hotmail.com.
Distributor status verifiable on the brand's official site: kuulcolor.co/distribuidores.html.
All Kuul Color System units supplied by SourceGrid are authentic, sealed in original manufacturer packaging with intact batch codes and traceable to Innovation Beauty's U.S. import records.

Inclusion of this authorization in these Terms does not grant the Buyer any independent right to represent itself as an importer, master distributor or brand agent for Kuul Color System. The Buyer's right to resell Kuul Color System products is limited to the channels and territory approved by SourceGrid in writing and remains subject to Sections 6, 6.1 and 8 of these Terms.

7. Compliance with Laws; Sanctions; Anti-Bribery

The Buyer represents and warrants that it will comply with all applicable laws, including federal Food, Drug, and Cosmetic Act, Florida cosmetic and consumer-protection laws, OFAC and U.S. export-control regimes, anti-money-laundering, anti-terrorism financing, anti-bribery and anti-corruption laws (including the FCPA), and the laws of any destination jurisdiction. The Buyer is not, and will not become, a Sanctioned Person, and will not transfer products, directly or indirectly, to any Sanctioned Person, Restricted Country or for any prohibited end-use.

8. Intellectual Property; Marketing Assets

All trademarks, service marks, logos, trade names, product images, copy, photography, video, scientific claims and other content displayed on the Services are the exclusive property of SourceGrid LLC, the brand owners or their respective licensors and are protected by U.S. and international copyright, trademark, trade-dress, patent and unfair-competition laws. The Buyer is granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use marketing assets solely to resell authentic products purchased from SourceGrid, in compliance with brand guidelines and MAP. Any other use — including modification, derivative works, training of artificial-intelligence models, or use after termination — is strictly prohibited.

9. Product Warranties; Disclaimers

Products are sold subject to the manufacturer's warranty, if any, the terms of which control. EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF SOURCEGRID, SOURCEGRID DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. The Services are provided “AS IS” and “AS AVAILABLE”. SourceGrid does not warrant uninterrupted, error-free, secure or virus-free operation of the Services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOURCEGRID LLC, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, RESALE PROFIT, MARKET-SHARE OR REPUTATION, EVEN IF SOURCEGRID HAS BEEN ADVISED OF THEIR POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOURCEGRID'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE PRODUCTS, THE SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID BY THE BUYER TO SOURCEGRID FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT OR (B) USD 5,000.

The parties acknowledge that these limitations are an essential element of the bargain, that the prices charged reflect this allocation of risk, and that the limitations apply notwithstanding any failure of essential purpose of any limited remedy.

11. Indemnification

The Buyer will defend, indemnify and hold harmless SourceGrid LLC, its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, settlements, fines, penalties, judgments, costs and expenses (including reasonable attorney's fees and disbursements) arising out of or relating to: (a) the Buyer's breach of these Terms, the Privacy Policy or the Refund Policy; (b) the Buyer's negligence or willful misconduct; (c) unauthorized resale, transshipment, repackaging, relabeling or marketing of the products; (d) the Buyer's violation of any law, regulation or third-party right; (e) the Buyer's tax, customs or licensing failures; or (f) any product-liability claim arising after title has passed to the Buyer that is not attributable to a manufacturing defect.

12. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, riots, strikes, lock-outs, labor disputes, pandemics or epidemics, governmental orders, embargoes, sanctions, customs delays, port closures, carrier failures, internet or utility outages, hurricanes, floods, fires, earthquakes and supply-chain disruption. The affected party will notify the other promptly and will use commercially reasonable efforts to resume performance.

13. Term; Suspension; Termination

These Terms remain in effect for as long as the Buyer maintains an account or has open orders. SourceGrid may suspend or terminate access at any time, with or without cause, and with or without notice, including for non-payment, breach, fraud, sanctions concerns, channel violations or any reason permitted by law. Sections that by their nature should survive termination (including payment, IP, warranties, limitation of liability, indemnification, governing law and dispute resolution) will so survive.

14. Governing Law; Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 15, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, for any matter not subject to arbitration.

15. Mandatory Binding Arbitration; Class-Action Waiver; Jury Waiver

The parties agree that any dispute, claim or controversy arising out of or relating to these Terms, the Services or the products (a “Dispute”) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, before a single arbitrator, in Miami-Dade County, Florida, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN OR INITIATE A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE-ATTORNEY-GENERAL ACTION, MASS ACTION OR CONSOLIDATED ARBITRATION. If the class-action waiver is held unenforceable, the entire Section 15 will be null and void, but the remainder of these Terms will remain in effect, and the Dispute will be resolved in court under Section 14.

Either party may, without waiving arbitration, seek injunctive or other equitable relief from a court of competent jurisdiction in Miami-Dade County, Florida, to protect intellectual property, trade secrets, brand integrity or to enforce Sections 6 (Authorized Resale) and 8 (Intellectual Property).

16. Limitation of Actions

Any cause of action by the Buyer against SourceGrid must be commenced within one (1) year after the cause of action accrues; otherwise it is permanently barred, notwithstanding any longer statutory period.

17. Notices

Legal notices must be sent in writing to SourceGrid LLC, 7971 NW 21 ST, Doral, Florida 33198, USA, with a copy to sales@sourcegrid.co. Notices to the Buyer will be sent to the email or postal address on file. Notices are effective upon receipt (for personal delivery and email) or three business days after dispatch (for certified mail).

18. Assignment; Relationship of the Parties

The Buyer may not assign these Terms or any rights hereunder without SourceGrid's prior written consent. SourceGrid may freely assign these Terms in connection with a merger, acquisition, financing or sale of assets. Nothing in these Terms creates an agency, partnership, joint venture, employment or franchise relationship.

19. Severability; Waiver; Headings

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to render it enforceable. Failure to enforce any provision is not a waiver of the right to enforce it later. Headings are for convenience only and do not affect interpretation.

20. Entire Agreement; Modifications

These Terms, together with the Privacy Policy, the Refund Policy and any written quotation, invoice or wholesale agreement signed by an authorized officer of SourceGrid, constitute the entire agreement between the parties on the subject matter hereof and supersede all prior or contemporaneous communications, proposals and representations. SourceGrid may modify these Terms at any time by posting an updated version on the Services. Continued use of the Services or placement of new orders after the effective date constitutes acceptance of the updated Terms.