Terms of service

1. Overview and acceptance

The Cortex USA, Inc. Exclusive Wholesale Marketplace at www.cortexwholesale.com (the "Marketplace") is operated by Cortex USA, Inc. ("Cortex," "we," "us," or "our"). The Marketplace sells products from the Cortex Beauty, Cortex Professional, Bellezza, Hair Rage, and La Sirena brands, and any other brands we add, to approved wholesale accounts only.

The Marketplace is a business-to-business site. It is not open to the public and is not for personal or household purchases. By requesting an account, logging in, or placing an order, you confirm that you are buying on behalf of a business, that you have the authority to bind that business, and that the business agrees to these Terms & Conditions ("Terms").

These Terms, together with our Privacy Policy and any written wholesale agreement between your business and Cortex, govern every order placed through the Marketplace. If a separate signed wholesale agreement conflicts with these Terms, the signed agreement controls for that account.

We may update these Terms at any time by posting a new version on the Marketplace and changing the date above. Orders placed after the new version is posted are subject to the new Terms.

The Marketplace is hosted by Shopify Inc., which provides the ecommerce platform for the site.

2. Eligibility and account approval

Only approved businesses can shop the Marketplace. To be approved, you must:

• Operate a legitimate retail, salon, spa, distribution, or other business that resells or professionally uses beauty and hair products
• Provide a valid business name, business address, tax ID or EIN, and a resale or sales tax exemption certificate where your state requires one
• Provide a business email address and the name of the person authorized to place orders
• Agree to pay by ACH bank transfer

We review every account request. We may ask for more documents before approving an account, and we may decline any request for any lawful reason without giving a reason. Approval is not automatic, and listing a business on our site or sending you a password does not create a partnership, franchise, agency, or exclusive territory.

Once approved, we assign your account to a pricing tier (see Section 4) and give you a login. Your login is for your business only. You may not share it with another business, post it publicly, or use it to buy for someone who is not an approved wholesale account.

We may change your tier, limit your access, or close your account if your business changes, if you stop meeting the requirements above, or if you break these Terms.

3. Account responsibilities

You are responsible for everything that happens under your account. This includes orders placed by your employees or anyone else who uses your login, whether or not you approved the order.

You agree to:

• Keep your password private and change it right away if you think it has been exposed
• Keep your business information, shipping addresses, bank details, and contact email current
• Tell us promptly if an authorized buyer leaves your business so we can remove their access
• Use the Marketplace only for lawful wholesale purchasing

You may not upload viruses or harmful code, scrape or copy the site, try to get around the password protection, or use the Marketplace in any way that could damage Cortex, its systems, or other accounts.

We may refuse, limit, or cancel any order that looks fraudulent, that does not match your approved business, or that we believe is placed for resale through an unauthorized channel (see Section 9).

4. Pricing and tiers

Every approved account is assigned to one of three pricing tiers. The tier is set by Cortex based on your order volume, business type, and account history. Once you log in, the Marketplace shows the prices for your tier.

Tier	What you pay
Tier 1	Standard wholesale price as listed
Tier 2	5% off the Tier 1 price
Tier 3	10% off the Tier 1 price

The Marketplace also shows the manufacturer's suggested retail price (MSRP) for each product. MSRP is shown for your reference and for pricing your own sales. It is not the price you pay.

Wholesale prices are confidential (see Section 11). They are not available to the public and are not valid outside the Marketplace.

All prices are in U.S. dollars and do not include shipping, handling, duties, or taxes. If you have not given us a valid resale certificate, we will charge sales tax where the law requires it.

We may change prices, tiers, discounts, and product availability at any time without notice. Price changes do not affect orders we have already accepted and paid for. Promotional pricing or discount codes from any Cortex consumer site do not apply to wholesale orders.

We may move your account to a different tier at any time. We will tell you by email when your tier changes.

5. Orders

An order placed on the Marketplace is an offer to buy. We accept it when we send an order confirmation and your ACH payment clears. We can decline or cancel any order before it ships for any lawful reason, including pricing errors, stock shortages, or concerns about resale.

Minimums. Orders must meet the minimum order value and any case-pack or minimum quantity shown on the product page or at checkout. We may change minimums at any time.

Backorders. If a product is out of stock after you order, we will tell you. We may ship the in-stock items and hold the rest, or cancel the out-of-stock items and refund that part of your payment. We do not promise delivery dates.

Changes and cancellations. You may ask to change or cancel an order by emailing us before it ships. Once an order ships, it cannot be cancelled. Orders that have already been picked and packed may be subject to a restocking fee.

Errors. Product descriptions, images, prices, and stock levels may contain mistakes. We may correct errors and cancel affected orders at any time, including after you have paid. If we cancel, we refund what you paid for the cancelled items.

Product images. We try to show products accurately, but colors and finishes can look different on different screens.

6. Payment

The Marketplace accepts ACH bank transfer only. We do not accept credit cards, debit cards, PayPal, digital wallets, checks, or cash on the Marketplace.

By entering your bank details at checkout, you authorize Cortex and its payment processor to debit your business bank account for the full order amount, including shipping and any tax. You confirm that you are authorized to use that account.

Orders ship after the ACH payment clears. ACH transfers usually take 3 to 5 business days to settle. We do not reserve stock or ship until funds are received.

If an ACH payment is returned, rejected, or reversed for any reason (for example, insufficient funds or a closed account), we may cancel the order, charge you any bank fees we incur, and suspend your account until the balance is paid. You are responsible for any amounts owed plus reasonable collection costs.

Accounts with approved payment terms under a separate written agreement will be invoiced as that agreement states. Those invoices are also payable by ACH.

Questions about payments, invoices, or account balances should go to our accounts receivable team at the contact address in Section 16.

7. Shipping and risk of loss

We ship from our warehouse in Miami Lakes, Florida. Shipping charges are shown at checkout or quoted separately for large or freight orders. Shipping is not free on wholesale orders unless a written agreement or a posted promotion says otherwise.

All orders ship FOB our warehouse. Title and risk of loss pass to you when we hand the order to the carrier. Once the carrier has the package, loss, theft, or damage in transit is a claim between you and the carrier, and we will give you the shipping records you need to file it.

Inspect every delivery when it arrives. Count the cartons against the packing slip and note any damage or shortage on the carrier's delivery receipt before signing.

Report shortages, wrong items, or visible damage to us by email within 5 business days of delivery. Include your order number, photos of the damage, and photos of the shipping labels. Claims made after 5 business days may be denied.

Ship dates and delivery dates are estimates. We are not responsible for delays caused by the carrier, weather, customs, or events outside our control.

We ship to business addresses in the United States. International shipping, if offered, is quoted separately, and you are responsible for all duties, taxes, and import requirements in the destination country.

8. Returns, defective products, and warranty

Wholesale orders are final sale. We do not accept returns for overstock, slow sellers, changed minds, or ordering mistakes. The consumer return policy on cortexbeauty.com and our other brand sites does not apply to wholesale orders.

Defective products. If a product arrives defective or stops working within the manufacturer's warranty period, email us with the order number, SKU, a description of the problem, and photos or video. We will review the claim and, if approved, send a replacement or issue a credit to your account. We decide which. Do not send product back to us unless we ask for it and give you a return authorization number.

Customer returns to you. If your customer returns a product to you as defective, you may submit a warranty claim to us for that unit under the process above. We do not accept returns of opened or used product for any reason other than a confirmed defect.

What the warranty does not cover. Normal wear, damage from misuse or accident, damage from incorrect voltage, products altered or repaired by anyone other than Cortex, and products sold outside authorized channels (see Section 9) are not covered.

Discontinued and closeout products. Items marked as closeout, clearance, or final sale have no warranty and no replacement.

Cortex's only obligation for a defective product is to replace it or credit your account. We are not responsible for your lost sales, your customer's claims, or any other costs.

9. Resale rules

You are buying to resell or to use professionally in your business. To protect the brands, the following rules apply to every product bought on the Marketplace.

Approved sales channels. You may sell products only through the channels listed on your approved account: your physical store, salon, or spa, and your own business website if we approved it. You may not sell on Amazon, Walmart Marketplace, eBay, TikTok Shop, Temu, or any other third-party online marketplace unless we give you written permission for that channel.

No unauthorized resellers. You may not sell products to other resellers, distributors, exporters, or anyone you know or should know plans to resell them. Products are for sale to end customers only.

Pricing on your end. We show MSRP as a guide. You set your own retail prices. If we publish a Minimum Advertised Price (MAP) policy for a brand, you agree to follow it. MAP applies to advertised prices, not the price at the register.

Territory. Unless a written agreement says otherwise, you may sell only within the United States.

Product condition. Sell products new, in original packaging, with all inserts and warranty materials. Do not remove, cover, or alter serial numbers, UPC codes, or batch codes. Do not repackage, rebrand, or bundle products in a way that hides the brand.

Brand presentation. Present products in a way that fits the brand. Do not sell them alongside counterfeit goods or describe them in a false or misleading way.

If you break any of these rules, we may cancel open orders, void the warranty on the products involved, close your account, and take any other action the law allows.

10. Intellectual property and brand assets

The Cortex Beauty, Cortex Professional, Bellezza, Hair Rage, and La Sirena names, logos, product designs, packaging, photos, videos, and copy are owned by Cortex USA, Inc. or its licensors. Buying products does not give you any ownership of them.

While your account is in good standing, you may use the product images and descriptions we provide to advertise and sell the products through your approved channels. You may not:

• Change our logos or product photos
• Use our brand names in your business name, domain name, or social media handle
• Register any trademark or domain that includes our brand names
• Create your own branded product pages that could be mistaken for an official Cortex site
• Use our images or copy after your account is closed

If you want brand assets, product photos, or co-branded materials, ask us. We will share approved files and any usage guidelines that come with them.

All content on the Marketplace itself, including the site design and product listings, is ours. You may not copy, scrape, or republish it.

11. Confidentiality

Wholesale pricing, tier discounts, product launch dates, inventory levels, and any other non-public information you see on the Marketplace or receive from us is confidential.

You agree to:

• Keep this information inside your business and share it only with employees who need it to place orders
• Not post, screenshot, or share wholesale prices or your tier discount publicly or with other businesses
• Not use this information for any purpose other than buying from Cortex

This obligation continues after your account is closed. If you are required by law to disclose confidential information, tell us first if you are allowed to.

Information that is already public, or that you can show you knew before we shared it, is not covered.

12. Disclaimers and limitation of liability

We do not promise that the Marketplace will always be available, error-free, or secure. We may take it offline for maintenance or change it at any time.

Except for the product warranty described in Section 8, products are sold "as is." To the fullest extent the law allows, Cortex disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

You are buying as a business, not a consumer. Consumer protection laws that apply to retail shoppers do not apply to wholesale orders where the law allows that exclusion.

To the fullest extent the law allows, Cortex USA, Inc. and its owners, officers, employees, affiliates, agents, suppliers, and service providers are not liable to you for:

• Lost profits, lost sales, or lost business
• Claims from your customers
• Indirect, incidental, special, or consequential damages
• Any damages related to the Marketplace being unavailable

If we are found liable to you for any reason, our total liability for all claims in any 12-month period is capped at the amount you paid us for the specific order that caused the claim.

Some states do not allow certain limits on liability. In those states, our liability is limited as far as the law permits.

13. Indemnification

You agree to defend Cortex USA, Inc., its brands, affiliates, owners, officers, employees, agents, suppliers, and service providers, and to cover any losses, damages, legal fees, and costs they face, from claims that come out of:

• Your breach of these Terms, including the resale rules in Section 9
• Your violation of any law or regulation
• Your resale, marketing, or use of the products
• Claims from your customers about products you sold them, except where the claim is caused by a confirmed product defect
• Any content, listings, or advertising you create for the products
• Your violation of another party's rights

We may take over the defense of any claim at our own cost. If we do, you agree to cooperate with us.

14. Termination and suspension

You may close your account at any time by emailing us. You remain responsible for any orders placed and any amounts owed before the account is closed.

We may suspend or close your account, with or without notice, if:

• You break these Terms, including the resale rules
• A payment fails or is reversed and you do not fix it promptly
• Your business closes, changes hands, or stops meeting the eligibility rules in Section 2
• You have not placed an order in 12 months
• We stop offering wholesale accounts, or we stop offering them to your business type or region

When an account is closed, your login stops working and any open, unpaid orders are cancelled. Paid orders that have not shipped will be shipped or refunded at our choice.

The sections on resale rules, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law stay in force after your account closes.

15. Governing law, disputes, and general terms

Governing law. These Terms are governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Where disputes are heard. Any dispute between you and Cortex will be brought in the state or federal courts located in Miami-Dade County, Florida. You agree to the jurisdiction of those courts. Before filing, both sides agree to try to resolve the dispute by talking directly for at least 30 days.

Legal fees. In any lawsuit to enforce these Terms, the winning party may recover its reasonable attorney's fees and costs from the other side.

Entire agreement. These Terms, our Privacy Policy, and any signed wholesale agreement make up the full agreement between you and Cortex about the Marketplace. They replace any earlier discussions or proposals. Terms printed on your purchase orders do not apply, even if we accept the order.

Severability. If any part of these Terms is found unenforceable, the rest still applies.

No waiver. If we do not enforce a rule right away, we can still enforce it later.

Assignment. You may not transfer your account or these Terms to anyone else without our written consent. We may assign them to an affiliate or a buyer of our business.

Changes to these Terms. We may update these Terms by posting a new version on the Marketplace and updating the date at the top. Placing an order after the update means you accept the new version. If you do not agree, stop using the Marketplace and tell us to close your account.

16. Contact

Questions about these Terms, your account, orders, or payments:

Email: Helpdesk@cortexbeauty.com

Mail: Cortex USA, Inc. Attn: Wholesale Accounts 5820 NW 163rd Street Miami Lakes, FL 33014 United States

Wholesale support hours are Monday through Friday, 8:00 a.m. to 5:30 p.m. Eastern Time, excluding holidays.