These Terms and Conditions of Sale ("Terms") apply to the sale of products ("Products") by Salvona d/b/a Advanced Beauty Labs ("Company") to the purchaser ("Buyer"). These Terms apply only in the absence of a separate, written manufacturing agreement between the Company and the Buyer. If a manufacturing agreement exists, that agreement supersedes these Terms. The Company may amend these Terms at any time upon written notice to the Buyer.

These Terms and Conditions are deemed accepted upon Buyer’s written acknowledgment, continued placement of purchase orders, or failure to object in writing within five (5) business days of receipt.  Any objections must be communicated in writing or email to legal@salvona.com. Buyer’s continued communication, engagement, or direction regarding any related project or order shall constitute acceptance of these Terms.

(1) Pricing - The Company reserves the right to modify the transfer prices of Products at any time without prior notice.

(2) Payment Terms – Payment is due prior to shipment unless otherwise agreed in writing. Overdue balances are subject to interest at a rate of 1.5% per month (18% per annum) or the maximum legally permissible rate, whichever is lower. Overdue balances may result in payment terms being modified or retracted completely. In the event of prolonged overdue payments, the Company reserves the right to assign the outstanding balance to a commercial collections firm. Once assigned, all matters related to the recovery of the debt must be resolved directly with that firm. Any remaining balance from the original amount owed must be fully settled before new orders will be accepted or fulfilled. The Company accepts credit card payments for outstanding invoices. To initiate a credit card payment, Buyer must contact accounting@salvona.com. A 4% processing surcharge will apply to all credit card transactions.The Company may, at its sole discretion, offers extended payment arrangements or structured payment plans. In such cases:

(a) A 7% processing fee will be applied to the total outstanding balance for internal payment plans.

(b) The Company may refer the Buyer to a third-party financing or collections partner for further structured terms. Any additional fees, interest, or administrative costs charged by the third-party provider will be the responsibility of the Buyer.

(c) Approval of any payment plan or financing arrangement does not suspend the Company’s right to withhold fulfillment of future orders until all outstanding obligations are resolved in full.

(3) Order Placement & Acceptance – Orders are not binding until accepted in writing or email by the Company. The Company is not liable for losses due to partial or late delivery. Orders must be submitted in writing (email or writing) and include:

(a) Product type and quantity

(b) Requested delivery dates

(c) Shipping instruction

(4) Order Cancellation - Orders for custom or made-to-order (MTO) products are non-cancellable and non-refundable after 3 business days of confirmation. However, as a courtesy, the Company may, at its sole discretion, allow cancellation or modification under the following conditions:

(a) A non-refundable cancellation fee of $500 will apply to any canceled order.

(b) If raw materials, packaging, or production capacity have already been procured or allocated, Buyer will be responsible for all costs incurred to date, including but not limited to materials, packaging, labor, and overhead.

(c) Cancellation may impact Buyer credit terms and require prepayment on future orders.

(5) Order Date Modifications - The Buyer may request a one-time modification to a production or delivery date, subject to the following terms:
(a) A 50% non-refundable prepayment is required to approve new dates and secure capacity.

(b) The rescheduled delivery date must be no more than 90 calendar days from the originally scheduled delivery date.

(c) A holding fee of $150 per 30-day interval will apply to offset storage, insurance, and risk of material degradation for any delays beyond the original production date.

(d) If production does not resume within 90 days, the order will be considered canceled and subject to the cancellation and cost recovery terms above.

(6) Materials Ownership, Storage & Disposal - All raw materials, components, and semi-finished goods purchased or held for the Buyer remain the property of the Company until paid in full. If Buyer fails to reissue a purchase order or accept delivery within 60 days of cancellation or requested delay, the Company reserves the right to:

(a) Invoice Buyer for the full value of unused or allocated inventory,

(b) Charge a storage fee of $50 per pallet per month, and

(c) Dispose of any unused inventory after 90 days at the Buyer’s expense.

(7) Order Pickup and Fulfillment Window - Buyer must arrange for pickup or accept delivery of all finished goods within five (5) business days of notification that the order is ready or the scheduled pickup date, whichever is the latter. If Buyer fails to arrange for pickup or delivery within this window:

(a) A storage fee of $50 per pallet per month will apply, beginning on the 6th business day.

(b) After thirty (30) calendar days, the Company reserves the right to invoice the Buyer in full and either:

(i) Ship the goods at Buyer’s expense and risk, or

(ii) Dispose of the goods at Buyer’s expense, without further liability to the Company.

(iii) Allow for continued storage on a monthly basis with a written agreement by Buyer and Company

(c) Company shall have no obligation to retain goods beyond 30 days from readiness notification. Continued delay by Buyer may be deemed a cancellation subject to all applicable cancellation and cost recovery fees.

(8) Advance Deposits & Cost Recovery - All custom work and MTO projects require a minimum 50% deposit to initiate procurement. Deposits are non-refundable once raw materials or packaging have been purchased or production has commenced.

(9) Shipping & Risk of Loss – Products are shipped Ex Works (Company’s designated facility) as per Incoterms 2020. Risk of loss passes to Buyer upon shipment. If alternative shipping terms apply, they must be agreed to in writing. If Buyer arranges their own freight carrier, Buyer assumes all liability for product damage or delay post-shipment.

(10) Taxes & Duties – The Buyer is responsible for all taxes, duties, import fees, and governmental charges related to the purchase. Payments to the Company must be made in full without deduction or withholding.

(11) Product Modifications & Discontinuations – The Company reserves the right to alter specifications or discontinue Products at any time without liability.

(12) Storage and Disposal Fees - Buyer shall retrieve unused packaging or consignment items within 60 days of final shipment. Storage fees of $50/pallet/month apply thereafter. Disposal may occur after 90 days at Buyer’s expense.

(13) Compliance – The Buyer is responsible for compliance with all applicable laws related to the import, resale, and marketing of Products. If Products are incorporated into consumer goods, the Buyer is responsible for ensuring regulatory compliance in the target market.

(14) Inspection & Claims – The Buyer must inspect shipments upon receipt. Any shortages, damages, or discrepancies must be noted in writing on the delivery document and reported to the Company within five (5) business days. Quality issues must be reported within ten (10) business days. Failure to notify within these timeframes constitutes acceptance of the Products. Failure to provide samples for quality investigation within ten (10) business days of claim notice shall result in claim denial.

(15) Intellectual Property Restrictions – The Buyer shall not:

(a) Duplicate or copy; All formulas, methods, and work product remain the sole property of the Company unless otherwise agreed in writing. Use or duplication without express consent is prohibited.

(b) Remove or alter patent numbers, trademarks, or identifying marks on Products or packaging.

(c) File for patents related to the Products or their applications.

(d) Use or register any trademarks similar to the Company’s trademarks.

(e) Use the Company’s trademarks without written authorization. If authorization is granted, the Buyer is responsible for ensuring lawful use.

(16) Product Representations & Marketing – Marketing claims related to the Products must comply with all applicable laws and regulations. The Company does not guarantee regulatory approval for the Buyer’s finished products.

(17)Limited Warranty – The Company warrants that the Products conform to the specifications provided. This warranty replaces all other warranties, including implied warranties of merchantability or fitness for a particular purpose.

(18) Limitation of Liability – The Company’s liability is limited to replacing defective Products or refunding the purchase price. The Company is not liable for indirect, incidental, or consequential damages, including lost profits. Company’s total liability under this agreement shall not exceed the amount paid by Buyer for the specific batch or order giving rise to the claim. Under no circumstances shall the Company be liable for:

(a) Loss of profit or business opportunity

(b) Delay damages

(c) Recall-related costs unless arising from gross negligence or willful misconduct

(d) Indirect, incidental, or consequential damages of any kind

(19) Indemnification - Buyer shall indemnify and hold harmless Company from all claims, damages, liabilities, and expenses arising out of Buyer’s use, marketing, or resale of Products.

(20) Confidentiality - Both parties agree to maintain the confidentiality of proprietary and project-related information disclosed in the course of business.

(21) Force Majeure – The Company is not liable for delays or failure to perform due to events beyond its control, including government actions, natural disasters, material shortages, and supply chain disruptions.

(22) Governing Law & Jurisdiction – These Terms are governed by the laws of the State of New Jersey, without reference to conflict-of-law principles. Disputes shall be resolved exclusively in the courts of New Jersey or the jurisdiction where the defendant’s headquarters are located.

(23) Assignment – The Buyer may not assign or transfer its rights or obligations under these Terms without prior written consent from the Company.

(24) Notices – Any required notices must be in writing and sent via recognized courier service with acknowledgment of receipt or via fax. Email sent to legal@salvona.com with read receipt or written acknowledgment shall constitute valid notice, provided delivery is not rejected or bounced by recipient server

(25) Entire Agreement & Conflicting Terms - These Terms constitute the entire agreement between the Company and the Buyer for the sale of Products and supersede any prior communications or conflicting terms stated on Buyer’s purchase orders or other documents, unless otherwise agreed in writing by both parties.

By placing an order with Salvona d/b/a Advanced Beauty Labs, the Buyer agrees to these Terms and Conditions of Sale.

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