Effective Date: August 2026

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These Wholesale Partnership Terms & Conditions (“Terms”) govern the purchase and resale of Princippeza Skincare products by approved wholesale partners (“Wholesale Partner,” “Partner,s” “you,” or “your”) from Princippeza Skincare (“Princippeza Skincare,” “we,” “us,” or “our”).

By submitting a Wholesale Application, requesting or purchasing samples, placing an order, approving an order, making payment, or purchasing products from Princippeza Skincare for resale, you acknowledge that you have read, understood, and agree to these Terms. If a separate written agreement signed by both parties conflicts with these Terms, the signed agreement will control only with respect to the specific subject addressed in that agreement.

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1. WHOLESALE PARTNERSHIP PROGRAM

Princippeza Skincare offers approved businesses the opportunity to purchase selected Princippeza Skincare products at wholesale pricing for lawful resale through approved retail, professional, hospitality, online, or other business channels.

Wholesale products remain Princippeza Skincare products and are supplied under the Princippeza Skincare brand unless otherwise agreed in a separate written agreement.

The Wholesale Partnership Program may include:

• Wholesale purchasing

• Access to approved wholesale pricing

• Selection of available products

• Wholesale order processing

• Product samples where available

• Product information reasonably necessary for resale

• Shipment of approved wholesale orders

• Potential promotional or partnership opportunities where separately agreed

Approval as a Wholesale Partner does not guarantee that every product will always be available.

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2. WHOLESALE PARTNER ELIGIBILITY & APPROVAL

Wholesale accounts are subject to approval by Princippeza Skincare.

Princippeza Skincare may request information reasonably necessary to verify the Partner’s business, including:

• Legal business name

• Business address

• Website or social media

• Type of business

• Intended sales channels

• Contact information

• Business registration information where appropriate

• Resale or tax information where applicable

Submitting an application does not guarantee approval.

Princippeza Skincare reserves the right to approve or decline a Wholesale Partner at its discretion for legitimate business, safety, regulatory, operational, reputational, or commercial reasons.

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3. WHOLESALE PRODUCTS

Wholesale products are selected from the products currently offered and approved by Princippeza Skincare.

Product availability may vary due to:

• Ingredient availability

• Packaging availability

• Supplier availability

• Seasonal availability

• Manufacturing capacity

• Product discontinuation

• Product reformulation

• Other legitimate business or production circumstances

Princippeza Skincare reserves the right to discontinue, replace, modify, or temporarily suspend a product.

If a product becomes unavailable after an order has been accepted, Princippeza Skincare will communicate the issue to the Partner and determine an appropriate solution.

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4. NO PURCHASE OF FORMULATIONS OR INTELLECTUAL PROPERTY

The Wholesale Partner is purchasing finished Princippeza Skincare products only.

The purchase of wholesale products does not transfer ownership of, or any rights to:

• Formulations

• Recipes

• Ingredient percentages

• Manufacturing procedures

• Production methods

• Blending procedures

• Proprietary techniques

• Fragrance formulas

• Scent compositions

• Trade secrets

• Manufacturing know-how

• Product-development information

• Testing information

• Other proprietary information belonging to Princippeza Skincare

The Wholesale Partner does not acquire any license or right to reproduce, manufacture, copy, modify, or commercially exploit Princippeza Skincare products or formulations.

Purchasing a product does not mean the Partner has purchased the formula used to manufacture that product.

 

5. PROPRIETARY & CONFIDENTIAL INFORMATION

Princippeza Skincare may provide information reasonably necessary for the Partner to properly sell, market, handle, store, and use the products.

Such information may include, where applicable:

• Ingredient information

• INCI ingredient information

• Directions for use

• Cautions and warnings

• Product descriptions

• Product identification information

• Shelf-life or recommended-use information

• Other information reasonably necessary for lawful resale

Providing this information does not constitute disclosure or transfer of the complete formulation.

Princippeza Skincare will not provide proprietary ingredient percentages, exact formulation ratios, manufacturing procedures, production methods, proprietary techniques, fragrance formulas, or other confidential manufacturing information unless disclosure is legally required or expressly agreed to in writing.

The Wholesale Partner agrees not to attempt to obtain, reproduce, disclose, reverse engineer, recreate, or commercially exploit Princippeza Skincare’s confidential formulations, manufacturing processes, fragrance formulas, or proprietary information.

 

6. NO REVERSE ENGINEERING OR COPYING

The Wholesale Partner must not:

• Reverse engineer any Princippeza Skincare product

• Attempt to determine exact formulation percentages

• Recreate any Princippeza Skincare formulation

• Analyze products for the purpose of reproducing them

• Provide products to another manufacturer for the purpose of copying them

• Use Princippeza Skincare products or confidential information to manufacture competing products

• Copy Princippeza Skincare’s proprietary product concepts, formulas, or production methods

• Represent Princippeza Skincare’s formulations as the Partner’s own formulations

The Partner may use and resell purchased products only for their intended lawful purpose and in accordance with these Terms and applicable law.

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7. NO PRODUCT MODIFICATION

Wholesale products must be sold in the condition supplied by Princippeza Skincare unless a separate written agreement expressly permits otherwise.

The Wholesale Partner must not:

• Add ingredients

• Remove ingredients

• Dilute products

• Mix products with other products

• Reformulate products

• Refill containers

• Transfer products into different containers

• Repackage products

• Change fragrances

• Add fragrance

• Remove fragrance

• Alter product labels

• Remove required product information

• Create derivative products using Princippeza Skincare products

If the Partner modifies a product without written authorization, the Partner assumes responsibility for the modified product and any resulting claims, complaints, regulatory issues, losses, or damages to the extent permitted by law.

 

8. PRINCIPPEZA SKINCARE BRAND & INTELLECTUAL PROPERTY

All Princippeza Skincare trademarks, logos, product names, photographs, written materials, product descriptions, packaging designs, website content, formulations, recipes, processes, and other intellectual property remain the property of their respective owners.

The Partner receives only a limited, non-exclusive right to purchase and resell genuine Princippeza Skincare products during the period in which the Partner is approved by Princippeza Skincare.

The Partner does not receive ownership of Princippeza Skincare’s intellectual property.

The Partner must not:

• Register Princippeza Skincare trademarks or confusingly similar names

• Claim ownership of Princippeza Skincare branding

• Alter Princippeza Skincare branding in a misleading manner

• Copy Princippeza Skincare logos or proprietary designs

• Use Princippeza Skincare intellectual property outside the purposes authorized by Princippeza Skincare

 

9. USE OF PRODUCT PHOTOGRAPHS & MARKETING MATERIALS

Where Princippeza Skincare provides approved product photographs, descriptions, logos, or marketing materials, the Partner may use them solely for promoting and selling genuine Princippeza Skincare products.

The Partner must not materially alter such materials in a manner that:

• Misrepresents the product

• Creates false claims

• Changes the intended use

• Damages the Princippeza Skincare brand

• Creates regulatory concerns

Princippeza Skincare may require a Partner to stop using any marketing material that is inaccurate, outdated, misleading, or no longer authorized.

 

10. PRODUCT CLAIMS & ADVERTISING

The Wholesale Partner is responsible for ensuring that its advertising, website, social media, product descriptions, promotions, and other marketing materials comply with applicable laws.

The Partner must not make:

• False claims

• Misleading claims

• Unsupported claims

• Medical claims that are not legally permitted

• Therapeutic claims that are not legally permitted for cosmetic products

• Claims that contradict approved Princippeza Skincare product information

The Partner must not represent a cosmetic product as treating, curing, preventing, or diagnosing a disease or medical condition unless legally permitted and properly authorized.

Princippeza Skincare may require removal or correction of marketing content that is inaccurate, misleading, unauthorized, or potentially unlawful.

 

11. WHOLESALE PRICING

Wholesale pricing is available only to approved Wholesale Partners and may vary according to:

• Product

• Quantity

• Packaging

• Order volume

• Promotional arrangements

• Special agreements

Wholesale prices are confidential business information unless Princippeza Skincare expressly authorizes their disclosure.

Princippeza Skincare may change wholesale pricing from time to time.

Once a wholesale order has been accepted and confirmed, the agreed price will apply to that order unless otherwise agreed in writing.

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12. MINIMUM ORDER QUANTITIES

Minimum order quantities (“MOQ”) may apply.

Applicable MOQ requirements, wholesale pricing, packaging requirements, and order conditions will be communicated to the Partner before an order is accepted.

Princippeza Skincare may establish different MOQ requirements for different products or order types.

 

13. ORDERS & ORDER ACCEPTANCE

Wholesale orders are subject to acceptance by Princippeza Skincare.

An application, quotation, price list, invoice, purchase inquiry, or request does not automatically create a binding production or supply obligation.

An order becomes accepted when Princippeza Skincare confirms the order and any required payment or deposit has been received.

Princippeza Skincare may refuse an order for legitimate business, safety, regulatory, manufacturing, availability, payment, or other reasonable reasons.

 

14. PAYMENT TERMS

Payment requirements will be communicated before an order is processed.

Unless otherwise agreed in writing:

• Payment must be received before an order is released for production or fulfillment.

• Any required deposit must be received before production begins.

• Any remaining balance must be paid before shipment.

• Princippeza Skincare is not required to begin production or release an order until required payment has been received.

If payment is not received when required, Princippeza Skincare may delay, suspend, or cancel the order.

Repeated late payments may result in revised payment requirements or termination of the Wholesale Partnership.

 

15. ORDER CHANGES

Once an order has entered production or fulfillment, requested changes may not be possible.

If a requested change can be accommodated:

• Additional costs may apply.

• Production or shipping delays may apply.

• Additional packaging or material costs may apply.

Princippeza Skincare is not responsible for costs caused by Partner-requested changes after an order has been confirmed or production has begun.

 

16. CANCELLATIONS

Orders may be cancelled before production or fulfillment begins, subject to any non-refundable costs already incurred.

Once production or fulfillment has begun, cancellation may not be permitted because ingredients, packaging, labor, and other resources may already have been committed.

Any approved cancellation will be handled according to the circumstances of the order.

 

17. WHOLESALE RETURNS & REFUNDS

Wholesale orders are generally final sale because products are purchased for business resale.

Returns will not normally be accepted because of:

• Change of preference

• Change of business plans

• Unsold inventory

• Slow sales

• Customer preference

• Overstock

• Failure to sell products

• Change in retail strategy

• Change in branding or merchandising decisions

This does not limit any rights the Partner may have under applicable law concerning defective, damaged, or incorrectly supplied products.

 

18. DAMAGED OR DEFECTIVE PRODUCTS

The Partner must inspect products promptly upon delivery.

Visible shipping damage should be reported to Princippeza Skincare within 7 days of delivery, together with photographs showing:

• Shipping box

• Shipping label

• Product packaging

• Damaged products

• Any other relevant evidence

Manufacturing defects or product-quality concerns should be reported promptly after discovery.

Princippeza Skincare may request photographs, product information, lot/batch information, customer information where appropriate, or other reasonable documentation to investigate the issue.

Where a legitimate manufacturing defect or shipping issue is verified, Princippeza Skincare will determine an appropriate remedy in accordance with applicable law and the circumstances of the case.

 

19. SHIPPING

Shipping costs are the responsibility of the Wholesale Partner unless otherwise agreed in writing.

The Partner is responsible for providing a complete and accurate shipping address.

Princippeza Skincare is not responsible for delays caused by:

• Shipping carriers

• Weather

• Incorrect addresses

• Carrier disruptions

• Customs issues

• Transportation interruptions

• Events beyond our reasonable control

Risk relating to shipping and delivery will be handled in accordance with the applicable order terms and applicable law.

 

20. STORAGE & HANDLING

After delivery, the Wholesale Partner is responsible for properly storing and handling the products.

Products must be stored according to applicable product instructions and in conditions appropriate to maintaining product quality and integrity.

The Partner is responsible for deterioration caused by improper:

• Storage

• Temperature control

• Handling

• Exposure to excessive heat

• Exposure to freezing conditions

• Exposure to direct sunlight

• Exposure to moisture

• Contamination

• Transportation after delivery

The Partner must not knowingly sell products that are expired, contaminated, damaged, altered, or otherwise unsuitable for sale.

 

21. PRODUCT SHELF LIFE

The Partner is responsible for properly managing its inventory and ensuring products are sold within the applicable shelf-life or recommended-use period.

The Partner should use appropriate inventory-management practices, including first-in/first-out inventory rotation where appropriate.

Products must not knowingly be sold after their applicable expiry, recommended-use period, or in a condition unsuitable for sale.

 

22. PRODUCT COMPLAINTS & SAFETY ISSUES

The Wholesale Partner must promptly notify Princippeza Skincare of any:

• Serious product complaint

• Repeated product complaint

• Suspected contamination

• Adverse reaction

• Safety concern

• Regulatory concern

• Suspected defect

• Recall-related issue

• Other issue that may reasonably affect product safety or compliance

The Partner agrees to reasonably cooperate with Princippeza Skincare in investigating legitimate product safety or quality concerns.

The Partner must not conceal or knowingly disregard serious safety complaints.

 

23. RECALLS & REGULATORY ACTION

If a product recall, withdrawal, safety notice, regulatory investigation, or corrective action becomes necessary, the parties agree to reasonably cooperate.

Each party will provide reasonably necessary information to address the matter.

Responsibility for recall-related costs will be determined based on the cause of the issue, the responsibilities of each party, and applicable law.

 

24. REGULATORY RESPONSIBILITIES

Each party is responsible for complying with laws and regulations applicable to its own activities.

Princippeza Skincare is responsible for its responsibilities as the manufacturer or supplier of the products to the extent required by applicable law.

The Wholesale Partner is responsible for compliance relating to its own business activities, including applicable requirements concerning:

• Retail sales

• Advertising

• Marketing

• Product claims

• Business licensing

• Sales channels

• Taxes

• Resale activities

• Storage and handling

• Any jurisdiction-specific requirements applicable to the Partner

The Partner should obtain professional legal or regulatory advice when necessary.

Princippeza Skincare does not provide legal, tax, or regulatory consulting services.

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25. NO PRIVATE LABEL OR REBRANDING

Wholesale products are supplied as Princippeza Skincare products.

A Wholesale Partner may not:

• Remove Princippeza Skincare branding

• Replace Princippeza Skincare labels

• Rebrand products as its own products

• Claim ownership of the products' formulations

• Represent the products as being manufactured by another company

• Sell products under a different brand

Any private-label arrangement must be covered by a separate written agreement.

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26. RESALE RIGHTS

Approved Wholesale Partners may resell genuine Princippeza Skincare products through the sales channels approved by Princippeza Skincare.

The Partner may not knowingly sell products through channels or to parties that would reasonably create a safety, regulatory, reputational, counterfeit, unauthorized-distribution, or brand-protection concern.

Princippeza Skincare may restrict certain sales channels where reasonably necessary to protect the brand, products, customers, or business relationships.

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27. COMMISSION, CONSIGNMENT & SPECIAL PARTNERSHIP ARRANGEMENTS

Standard wholesale purchasing does not create a commission, consignment, revenue-sharing, or guaranteed-sales arrangement. If Princippeza Skincare and a Partner agree to a commission, consignment, shelf-placement, revenue-sharing, promotional, or other special arrangement, the terms must be confirmed in a separate written agreement.

That separate agreement should specify, where applicable:

• Commission percentage

• Revenue split

• Wholesale or retail pricing

• Payment schedule

• Inventory ownership

• Unsold inventory

• Damaged inventory

• Theft or loss

• Termination

• Product returns

• Reporting requirements

• Payment responsibilities

No verbal statement or informal discussion changes the standard wholesale terms unless confirmed in writing by Princippeza Skincare.

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28. NO GUARANTEE OF SALES

Princippeza Skincare does not guarantee:

• Product sales

• Customer demand

• Retail acceptance

• Profitability

• Minimum sales volume

• Business success

• Customer traffic

• Revenue

• Repeat purchases

The Wholesale Partner is solely responsible for its own business operations, pricing, marketing, sales strategy, employees, customers, and retail activities.

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29. PRICING & RETAIL SALES

The Wholesale Partner is responsible for determining its own retail pricing subject to applicable laws.

Princippeza Skincare may provide suggested retail pricing for guidance.

Any pricing policy or resale-pricing requirement communicated by Princippeza Skincare must be interpreted and applied in accordance with applicable competition and pricing laws.

The Partner must not represent suggested pricing as mandatory where doing so would violate applicable law.

 

30. CLIENT/PARTNER INTELLECTUAL PROPERTY

The Wholesale Partner retains ownership of its own lawful trademarks, logos, artwork, and business materials.

If the Partner provides materials to Princippeza Skincare, the Partner represents that it has the legal right to provide those materials.

The Partner grants Princippeza Skincare only the limited permission reasonably necessary to use such materials for the agreed business purpose.

Princippeza Skincare may refuse materials that it reasonably believes are unlawful, infringing, misleading, unsafe, or unsuitable.

 

31. CONFIDENTIALITY

Each party agrees to use reasonable care to protect confidential business information received from the other party.

Confidential information may include:

• Wholesale pricing

• Special pricing arrangements

• Customer information

• Business information

• Supplier information

• Proprietary processes

• Formulations

• Recipes

• Manufacturing information

• Non-public business plans

• Other information identified as confidential

Confidentiality obligations do not apply to information that:

• Is publicly available without breach of these Terms

• Was already lawfully known

• Is independently developed without use of confidential information

• Is lawfully received from another source

• Must be disclosed by law or government authority

 

32. PARTNER INDEMNIFICATION

To the extent permitted by applicable law, the Wholesale Partner agrees to defend and indemnify Princippeza Skincare against claims, losses, damages, costs, or expenses arising from the Partner's:

• Unauthorized product modifications

• Improper storage or handling

• Unauthorized repackaging

• Unauthorized relabeling

• Misleading or unauthorized marketing claims

• Improper product use

• Partner-created advertising

• Partner-created labeling or promotional materials

• Infringement caused by Partner-supplied materials

• Failure to comply with laws applicable to the Partner's business

• Unauthorized resale activities

• Acts or omissions occurring after delivery that are the Partner's responsibility

This provision does not apply to the extent a claim results from Princippeza Skincare's own negligence, willful misconduct, manufacturing defect, or other responsibility imposed by applicable law.

 

33. LIMITATION OF LIABILITY

To the extent permitted by applicable law, Princippeza Skincare will not be liable for indirect, incidental, special, consequential, or business losses arising from the Partner's resale, marketing, storage, handling, unauthorized modification, or use of products.

Nothing in these Terms is intended to exclude or limit liability that cannot legally be excluded or limited.

 

34. INSURANCE

Wholesale Partners are responsible for obtaining insurance appropriate for their business activities.

Depending on the nature and size of the business relationship, Princippeza Skincare may request evidence of appropriate:

• Commercial general liability insurance

• Product liability insurance

• Business insurance

• Other appropriate coverage

The Partner remains responsible for determining what insurance is appropriate for its own business.

 

35. NO EXCLUSIVITY

Wholesale approval does not create an exclusive territory, customer group, product category, or sales channel unless a separate written exclusivity agreement has been signed by both parties.

Unless exclusivity has been expressly agreed in writing, Princippeza Skincare may sell the same or similar products to other businesses, retailers, spas, salons, boutiques, hotels, distributors, or Wholesale Partners.

 

36. NO EMPLOYMENT, AGENCY OR PARTNERSHIP

Participation in the Wholesale Partnership Program does not create:

• An employment relationship

• A legal partnership

• A joint venture

• An agency relationship

• A franchise relationship

The Wholesale Partner operates independently and is responsible for its own business activities.

The Partner may not represent itself as an employee, agent, owner, or legal representative of Princippeza Skincare unless expressly authorized in writing.

 

37. RIGHT TO REFUSE OR SUSPEND ORDERS

Princippeza Skincare reserves the right to refuse, suspend, or discontinue an order or Wholesale Partnership where reasonably necessary because of:

• Safety concerns

• Regulatory concerns

• Non-payment

• Repeated late payment

• Misuse of products

• Breach of these Terms

• Unauthorized product modification

• Unauthorized rebranding

• Intellectual-property concerns

• Unlawful activity

• Abusive or inappropriate conduct

• Manufacturing limitations

• Product availability

• Business or reputational concerns

• Other legitimate business reasons

 

38. TERMINATION OF WHOLESALE PARTNERSHIP

Either party may end the Wholesale Partnership relationship by providing written notice, subject to any outstanding obligations.

Princippeza Skincare may terminate or suspend the relationship immediately where reasonably necessary because of:

• Non-payment

• Fraud

• Unauthorized product modification

• Unauthorized rebranding

• Misuse of intellectual property

• Reverse engineering

• Serious regulatory concerns

• Serious safety concerns

• Material breach of these Terms

• Unlawful conduct

• Conduct that materially damages the Princippeza Skincare brand

Termination does not eliminate payment obligations for orders already accepted or other obligations that by their nature should survive termination.

 

39. EFFECT OF TERMINATION

After termination of the Wholesale Partnership:

• Outstanding amounts remain payable.

• Accepted orders may remain subject to fulfillment or cancellation terms.

• The Partner must stop representing itself as an approved Wholesale Partner.

• The Partner must stop using any materials that Princippeza Skincare has expressly required it to stop using.

• Confidentiality obligations remain in effect.

• Intellectual-property protections remain in effect.

• Formulation and trade-secret protections remain in effect.

• Any other obligations intended to survive termination will continue.

Genuine products already lawfully purchased by the Partner may generally continue to be resold unless otherwise required by law or a specific written agreement.

 

40. PRODUCT VARIATIONS

Because Princippeza Skincare products may be produced in small batches, reasonable variations may occur between batches.

These may include variations in:

• Color

• Texture

• Appearance

• Scent intensity

• Natural ingredient characteristics

Reasonable variations do not automatically constitute a manufacturing defect.

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41. EVENTS BEYOND OUR CONTROL

Princippeza Skincare is not responsible for delays or failures caused by circumstances beyond our reasonable control, including:

• Supplier disruptions

• Ingredient shortages

• Packaging shortages

• Equipment failure

• Shipping interruptions

• Severe weather

• Natural disasters

• Government action

• Utility interruptions

• Public emergencies

• Labor disruptions

• Other unforeseen events

Where reasonably possible, Princippeza Skincare will communicate significant delays affecting an accepted order.

 

42. NO ASSIGNMENT

The Wholesale Partner may not transfer or assign its rights or obligations under these Terms to another party without written consent from Princippeza Skincare, except where prohibited by law.

 

43. CHANGES TO THESE TERMS

Princippeza Skincare may update these Terms from time to time.

The version in effect when an order is accepted will generally apply to that order unless otherwise required by law or agreed in writing.

Updated Terms may apply to future orders and future Wholesale Partnership activities.

 

44. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

 

45. GOVERNING LAW

These Terms will be governed by the laws applicable in the Province of British Columbia and the applicable laws of Canada, without limiting any mandatory rights or protections that cannot legally be excluded.

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