These General Terms and Conditions (“GTC”) apply to all sales of goods by QH Distribution, INC., with a principal place of business at 2372 Morse Avenue, Ste. 327, Irvine, CA 92614 (“QHD”) to the Customer, as identified in Article
1.4 of these GTC. To avoid misunderstanding, QHD and Customer are each referred to individually as a “ Party”, and collectively as the “Parties.”
1. DEFINITIONS
1.1. “Affiliate” means any entity that owned by QHD or directly or indirectly controlled by QHD.
1.2. “Application Form” means the registration document provided by the Customer to QHD, containing essential details including contact, billing, and shipping information. This form, once signed by the Customer and forwarded to QHD for processing, shall serve as an integral part of the Agreement.
1.3. “Order” or “Order Form” means a purchase order placed by the Customer, whether submitted via QHD’s order form or Customer’s own format, or through written email communication, contract or other binding agreement executed by both Parties. This also includes any proforma invoice or quotation accepted by the Customer. For the avoidance of doubt, an Order is deemed accepted and governed by these GTC upon the earlier of: (i) written confirmation by the Customer, or (ii) any partial or full payment made by the Customer (such as a deposit or down payment). All such instruments shall be governed by these GTC, regardless their format and designation.
1.4. “Customer” means the entity that has signed and submitted an Application Form, placed an Order, or has otherwise entered into a contract with QHD or its Affiliates.
1.5. “Goods” means all cosmetic products, skincare items, and any other merchandise supplied by QHD to the Customer as specified in the Order Form.
2. PRICES AND PAYMENT TERMS
2.1. Prices are specified in the respective Order Form on an Ex-works (EXW) basis. Unless otherwise agreed in writing, shipping, insurance, and all applicable taxes or fees are excluded from the selling price and will be charged separately.
2.2. Extra Charges: In addition to the product price, the Customer shall cover all associated costs required for delivery, such as: shipping and handling fees, storage fees (due to delayed pickup), customs duties, and import taxes. These charges only apply upon the Customer’s request or based on actual circumstances during transit. QHD will notify the Customer as soon as these situations arise.
2.3. Initial Deposit: To initiate procurement, a non-refundable deposit is required as outlined in the Order Form, unless otherwise agreed by both Parties in writing. This payment represents the cost of securing resources and inventory for the Order and is deemed earned and non-refundable immediately upon Order Form confirmation.
2.4. Balance Payment: The remaining of the total order value must be paid in full prior to the dispatch of Goods.
2.5. Release of Shipment: QHD will notify the Customer when Goods are ready. Products will only be released for shipping upon confirmed receipt of the final balance.
3. SHIPPING AND DELIVERY
3.1. Shipment and Risk of Loss: Unless otherwise specified in the Order Form, all shipments are Ex-works (Incoterms 2020). Risk of loss or damage transfers to the Customer upon delivery of the goods to the Customer’s designated carrier or forwarder, whether at QHD’s warehouse or another designated delivery point.
3.2. Delivery Estimates: Shipping dates are estimates only. While QHD is not liable for delays caused by vendors, carriers, or other force majeure events, we commit to transparency. We will proactively provide status updates at every stage to ensure the Customer is well-informed throughout the process.
4. DOCUMENTATION & COMPLIANCE
3.1. To ensure a smooth delivery process and avoid unforeseen delays, QHD will provide standard documentation, specifically limited to the Commercial Invoice and Packing List, to assist with export formalities. To safeguard trade secrets and business confidentiality, QHD reserves the right, at its sole discretion, to withhold any additional documents or sensitive information.
3.2. Under EXW terms, as the Customer manages and is responsible for the shipment and acts as the primary party in interest, we encourage you to oversee the following:
- Global Trade Compliance: Ensure that all Goods comply with the export control laws of the origin country (including U.S. EAR where applicable) and the specific import regulations of the destination and any transit countries.
- Permits & Customs: Manage the procurement of all necessary licenses, permits, or product registrations, and settle all applicable taxes, duties, and customs-related fees.
- Process Reliability: QHD shall not be held liable for any delays, fines, seizures, or losses arising from regulatory non-compliance or customs issues. We highly recommend verifying all local requirements prior to dispatch to ensure a smooth delivery.
5. INDEMNIFICATION
5.1. Claims are only eligible for review if they involve Latent Manufacturing Defects that compromise the categories below (“Manufacturing Defects”):
- Product Intergrity: Factory leakage, broken containers identified prior to or at Handover, closure failure due to manufacturing defect;
- Compliance: Missing primary label unreadable or missing Lot codes;
- Safety: Internal contamination or foreign substances.
5.2. The Manufacturing Defects will be covered by QHD’s defect coverage policy, provided the Customer complies with the Claim Submission Guidelines issued by QHD.
6. TERMINATION
6.1. By QHD: QHD reserves the right to cancel an Order if the Customer fails to settle the remaining balance within thirty (30) days from the payment due date. In such events, the deposit shall be retained by QHD as liquidated damages to offset incurred operational expenses, including but not limited to inventory reservation and logistics coordination, loss of business opportunity, and any price discrepancies arising from the liquidation of the Order. This retention reflects a fair estimate of the costs associated with the Customer’s non-performance.
6.2. By Customer: The Customer may request to cancel an Order at any time prior to dispatch by providing written notice to QHD. Upon such cancellation, the Customer acknowledges that the initial deposit shall be retained by QHD as a cancellation fee and liquidated damages. This amount is intended to compensate QHD for committed procurement costs, administrative expenses, and the allocation of resources dedicated to the Order.
7. DISPUTE RESOLUTION
Any disputes arising from this GTC shall first be attempted to be resolved through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be resolved exclusively in the state or federal courts located in the State of California, and the Parties irrevocably submit to the jurisdiction and venue of such courts.
8. GOVERNING LAW
This GTC shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to conflict of law principles.
9. ENTIRE AGREEMENT
This GTC, together with the Application Form and Order Form, constitutes the entire agreement between the Parties. In the event of any inconsistency between these GTC and the Order Form, the terms of the Order Form shall prevail solely regarding Prices, Payment, and Shipping and Delivery. For all other matters, the provisions of these GTC shall take precedence.