— Legal & Commercial Terms

Terms and Conditions of Sale

These Terms and Conditions of Sale govern all business-to-business sourcing, supply chain management, logistics, distribution, and consulting agreements provided by WORLD POINT SYNC LLC (d/b/a W-BEAUTY).

Notice to Counsel & Commercial Clients

IMPORTANT NOTICE: This document is provided for general informational and commercial governance purposes for B2B transactions. It does not constitute formal legal advice. This agreement should be reviewed and customized by qualified U.S. legal counsel prior to execution or publication.

1. Company Identification and Scope

WORLD POINT SYNC LLC, operating under the commercial brand name W-BEAUTY ('Company'), provides specialized B2B cosmetics sourcing, global supply chain management, distribution services, and business consulting. These Terms and Conditions of Sale ('Terms') apply to all written price quotes, purchase orders, invoices, and commercial agreements between the Company and commercial client entities ('Customer').

2. Definitions

'Services' means beauty ingredient sourcing, packaging procurement, freight management, distribution, or management consulting. 'Quotation' means a formal cost proposal issued by the Company. 'Order' means a Customer acceptance referencing an unexpired Quotation.

3. Services and Quotation Process

Customers request Services by submitting detailed commercial requirements. The Company evaluates specifications and issues a written Quotation outlining costs, minimum order quantities, turnarounds, and shipping terms. Quotations remain valid for thirty (30) calendar days from issuance unless specified otherwise.

• Part I

Scope, Quotations & Invoicing

4. Order Acceptance

Core operational terms governing B2B project quotes, custom orders, tax duties, and invoice settlement.

Orders submitted by Customer constitute offers to purchase under these Terms. No Order is binding upon the Company until confirmed in writing by an authorized representative. The Company reserves the right to decline any Order request prior to formal written acceptance.

5. Pricing, Taxes, Shipping and Logistics Estimates

Prices are quoted in U.S. Dollars (USD) and exclude sales tax, VAT, customs duties, tariffs, insurance, and freight charges unless explicitly itemized. Shipping schedules and freight delivery estimates are indicative only and subject to port congestion, carrier availability, and border clearances.

6. Invoicing and Payment Terms

Transactions are conducted exclusively on an invoice basis. The Company does not maintain customer web accounts or e-commerce checkouts. Invoices are payable within thirty (30) calendar days from invoice date via wire transfer or ACH. Overdue balances incur interest at 1.5% per month or the highest rate permitted by law.

7. Customer Responsibilities

Customer shall provide complete technical specifications, compliance documentation, and timely approvals necessary to perform the Services. Customer represents that all provided materials and formulas comply with applicable regulatory bodies in target commercial territories.

8. Product Information and Compliance

While the Company supports sourcing and supply chain logistics, Customer retains ultimate legal responsibility for verifying final product safety, labeling compliance, ingredient disclosures, and registration requirements under U.S. FDA regulations or international destination laws.

9. Intellectual Property

Each party retains sole ownership of its pre-existing intellectual property, trade secrets, trademarks, and proprietary formulas. Custom deliverables specifically commissioned by Customer shall transfer to Customer upon full settlement of all related invoices.

• Part II

Responsibilities & Liability

10. Confidentiality

Regulatory compliance duties, intellectual property allocations, and statutory liability limits.

Both parties agree to hold non-public commercial specifications, pricing structures, supplier networks, and strategic guidance in strict confidence using standard corporate care for a period of three (3) years following disclosure.

11. Warranties and Disclaimers

The Company warrants that Services will be performed with professional diligence consistent with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND GOODS ARE PROVIDED AS-IS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORLD POINT SYNC LLC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. AGGREGATE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY THE COMPANY FROM CUSTOMER FOR THE SPECIFIC ORDER AT ISSUE.

13. Force Majeure

Neither party shall be held liable for failure or delay in fulfilling obligations caused by events beyond reasonable control, including natural disasters, acts of government, customs blockades, global port shutdowns, civil unrest, or major supply chain disruptions.

14. Indemnification

Customer agrees to defend, indemnify, and hold harmless WORLD POINT SYNC LLC against third-party claims, penalties, or legal expenses resulting from Customer's breach of these Terms, illegal product marketing, or infringement of third-party IP rights.

15. Suspension or Termination

The Company reserves the right to suspend performance or terminate active Orders immediately upon written notice if Customer defaults on payment terms, becomes insolvent, or breaches material contract provisions.

16. Notices

• Part III

All formal legal notices must be delivered in writing by trackable registered courier or certified mail to [Insert Corporate Office Address Placeholder] or via electronic mail to [Insert Legal Contact Email Placeholder].

Legal Framework & Notices

17. Governing Law and Dispute Resolution

Jurisdiction, dispute resolution protocols, contractual amendments, and official corporate notices.

These Terms shall be governed by and construed under the laws of the United States and the State of [Insert State of Incorporation Placeholder], without regard to conflict of law principles. The parties agree to attempt good-faith executive negotiations for thirty (30) days prior to submitting any dispute to binding arbitration or state/federal court proceedings in [Insert County/State Legal Jurisdiction Placeholder].

18. Severability, Waiver, Assignment & Entire Agreement

If any provision is deemed unenforceable, the remaining terms shall continue in full force. Failure to enforce a provision does not constitute a waiver. Customer may not assign rights without prior written consent. These Terms represent the entire agreement between the parties regarding sale terms.

19. Amendments and Corporate Contact Information

The Company may update these Terms periodically by publishing revised versions. Continued submission of Orders following updates constitutes acceptance. For inquiries regarding these Terms, contact: WORLD POINT SYNC LLC (d/b/a W-BEAUTY), Legal Operations Department, Email: [Insert Legal Contact Email Placeholder], Address: [Insert Corporate Office Address Placeholder].