Terms of Sale and Terms of Service

LNC Professional, a trading name of LNC NSI Barbados SRL

Website: lncpronails.com

Draft version: 1.0

Draft date: 18 July 2026

Effective date: 18 July 2026

1. About these Terms

These Terms govern the sale of products by LNC NSI Barbados SRL, a Society with Restricted Liability formed under the Barbados Societies with Restricted Liability Act, trading as LNC Professional ("LNC Professional", "we", "us"), to you ("you", "the buyer"), and your use of the lncpronails.com website.

By placing an order, opening an account, or using the website, you agree to these Terms. If you do not agree, do not place an order.

Wherever your goods ship from, your contract is with LNC NSI Barbados SRL.

2. Who may buy from us

LNC Professional sells professional nail products for trade and professional use. You may buy from us if you are:

• a qualified or training nail technician;
• a nail student enrolled in a recognised programme;
• a salon owner or salon operator;
• a reseller or retailer of professional beauty products; or
• a distributor.

By ordering, you confirm that you fall into one of these categories, that you are of legal age to enter a contract in your country, and that you have authority to bind any business you are ordering on behalf of.

We are not a general consumer retailer. Some products we sell are professional chemical products and are not suitable for untrained users.

You must be 18 or over to buy from us.

3. Accounts

You may need an account to order. If you open one:

• give us truthful information and keep it current;
• keep your password confidential;
• you are responsible for everything done under your account; and
• tell us promptly if you think someone else has access.

We may ask a distributor or reseller applicant for proof of trading status (business registration, tax number, or similar) before approving tier pricing. We may decline or close an account at our discretion, and we will refund any amount paid for goods we have not shipped.

4. Orders and how a contract is formed

A price list, quotation, catalogue entry, or website listing is an invitation to order. It is not an offer we are bound to accept.

Your order is an offer to buy. A contract is formed only when we confirm your order in writing (by email or by our messaging channels) or, for deposit-based tiers, when we acknowledge receipt of your deposit.

We may refuse or cancel any order, including where:

• stock is unavailable;
• a price or product description was wrong;
• we suspect fraud or a payment problem;
• the order breaches these Terms; or
• shipping to your destination is restricted by law, sanctions, or carrier rules.

If we cancel an order you have already paid for, we refund what you paid for the cancelled items.

5. Prices and currency

Prices are quoted in United States Dollars (USD) unless we state otherwise in writing.

Prices exclude freight, insurance, customs duties, import taxes, and any local sales or value-added tax. Those are set out in our Shipping and Returns policy and, where they apply, are normally payable by you as importer of record.

We try to keep product information accurate but do not warrant that descriptions, images, specifications, or prices are complete or error-free. We may correct errors at any time, including after an order is placed. If a correction materially changes the price of an order you have already placed, we will tell you and you may cancel that order for a full refund of what you have paid on it.

Quoted prices are valid for 30 days unless the quotation says otherwise.

If you pay in a currency other than USD, your bank's conversion rate and any cross-border fees are yours to bear.

6. Buyer tiers, minimums, and payment terms

We sell on the following tiers. Your tier determines your first-order minimum and how you pay.

6.1 The 50/45 model (Distributor and Reseller only)

For Distributor and Reseller orders:

• you pay 50% of the order value as a deposit when the order is confirmed;
• we then produce, allocate, and consolidate the order;
• delivery is targeted at about 45 days from confirmed deposit;
• the remaining 50% balance is payable on our notice that your order is ready to dispatch

The 45-day figure is a target, not a guarantee. It depends on production, consolidation, and freight, and it can move. We will tell you if it does.

The 50/45 deposit model applies only to the Distributor and Reseller tiers. Salon Owner, Nail Technician, and Nail Student orders are retail orders and are paid in full at the time of order.

6.2 Deposits

Unless we cancel the order or fail to supply, deposits are non-refundable once production or allocation of your order has started. Before that point a deposit is refundable in full. Nothing here removes a statutory right you may have in your own country.

6.3 Late payment

If a balance is overdue we may hold dispatch, suspend the account, and charge interest at 1.5% per month, subject to any lower cap set by local law. Goods stay ours until we are paid in full (see clause 8).

6.4 Payment methods

Accepted payment methods are shown at checkout or on your invoice. We accept credit card, debit card and wire transfer. On international wires, intermediary bank charges are for the buyer's account, so please send the full invoiced amount.

7. Delivery, and what "shipped" means

Fulfilment, dispatch times, freight charging, and customs are covered in our Shipping and Returns policy, which forms part of these Terms.

One point matters enough to state here. Retail orders (Salon Owner, Nail Technician, Nail Student) are shipped within 2 business days of receipt of a cleared order, plus transit time for your zone.

"Shipped" means dispatched from the shipping location. It does not mean delivered. Transit time is separate and depends on your zone, the carrier, and customs. We commit to the dispatch window. We do not commit to a delivery date.

Delivery dates and transit estimates we give are estimates only and are not conditions of the contract, unless we have agreed a guaranteed date with you in writing.

8. Title and risk

Risk in the goods passes to you when the goods are handed to the carrier at the dispatching location. From that point the goods travel at your risk, which is why we recommend freight insurance on larger orders.

Title (ownership) stays with us until we have received payment in full for that order, in cleared funds. Until title passes you must keep the goods identifiable and, where reasonably possible, insured.

The applicable Incoterms 2020 rule is stated on your order confirmation for the route and tier concerned. If your customs broker needs it in advance, ask us and we will confirm in writing.

9. Cancellation and changes

By you, before dispatch. You may ask to cancel or change an order before it is dispatched. We will accommodate this where we reasonably can. For made-to-order, allocated, or consolidated Distributor and Reseller orders, cancellation may not be possible once production or allocation has started, and deposit treatment is as set out in clause 6.2.

By you, after dispatch. Once goods are dispatched, cancellation is handled as a return under the Shipping and Returns policy, and the return restrictions there apply.

By us. We may cancel for the reasons in clause 4. We will refund amounts paid for goods not supplied.

Statutory cancellation rights are unaffected. See clause 14.

10. Professional use, safety, and your own compliance

Our products are professional-grade and include cosmetic and chemical products. By buying them you confirm that you, or the people who will use them, have appropriate training and, where your country requires it, appropriate licensing.

You are responsible for:

• using the products according to their instructions and safety data;
• ventilation, personal protective equipment, and safe handling in your workplace;
• patch testing and client safety practice where that is standard in your market; and
• meeting the health, safety, cosmetic, labelling, and workplace rules that apply where you operate.

If you resell. Resellers and Distributors are responsible for the product registration, labelling, and cosmetic-notification requirements of the markets they sell into. These differ by country, and some (the EU and UK are the clearest examples) require a local responsible person. We will supply the product documentation we hold, but the registration obligation in your market is yours unless we agree otherwise in writing.

Safety data sheets and ingredient lists are available for any product on request. Ask us and we will send the sheet for the specific item.

11. Product warranty

We warrant that products will, at the time of dispatch, be free from material defects in materials and workmanship and will conform in all material respects to their description.

Products are warranted to meet specification through the shelf life or expiry date stated on the item, when stored as directed. Equipment carries its manufacturer's warranty, stated at the point of sale.

This warranty does not cover damage from misuse, improper storage, contamination, use past the expiry date, or use outside the product instructions.

Beyond this warranty, and to the extent the law allows, we exclude all other warranties, express or implied.

12. Limitation of liability

Nothing in these Terms limits our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that:

• we are not liable for indirect, incidental, special, or consequential loss, including lost profit, lost salon revenue, lost clients, or business interruption; and
• our total liability for any order is limited to the amount you paid for the goods in question. Nothing in these terms limits liability that cannot lawfully be limited, including liability for death or personal injury, or product liability.

Product liability for defective products that cause injury is governed by mandatory law in most of our markets and is not affected by this clause.

13. Intellectual property

The LNC Professional name, logo, product names, images, and website content are ours. You may not copy or reproduce them without our permission.

Resellers and Distributors may use our marks to promote genuine LNC Professional products, in the form we supply, and must stop when the trading relationship ends. You may not repackage, relabel, decant, or dilute our products and still sell them as ours.

14. Your statutory rights

Where the law of your country gives you rights stronger than these Terms, those rights apply and these Terms do not reduce them. This matters most for consumers in the EU and UK, who have a cooling-off cancellation right and statutory conformity rights, and for consumer protection law in the US and Canada.

Most of these protections apply to consumers, not to businesses buying in the course of trade. Most of our buyers are trade buyers. Students and some individual technicians may not be, and the line is not always obvious.

Where you buy as an individual rather than for a business, and the law of your country gives you consumer rights, we treat you as a consumer and those rights apply in full.

15. Force majeure

We are not liable for delay or failure caused by events outside our reasonable control, including natural events, epidemics, war, civil unrest, strikes, port and customs closures, carrier failure, sanctions, import bans, and utility or supply chain failure. We will tell you and work with you on a revised schedule.

16. Data protection

We handle your personal and business data as described in our privacy notice. See our privacy notice at https://lncpronails.com/privacy.

17. Governing law and dispute resolution

These terms are governed by the law of Barbados, and the courts of Barbados have jurisdiction. Nothing in this clause removes or reduces any statutory right you have as a consumer in your own country.

This is a genuine legal decision and it is not ours to make. A short note on the realistic options, given that the seller is LNC NSI Barbados SRL, a Barbados SRL selling into the Caribbean, Africa, MENA, Southeast Asia, North America, and potentially the EU and UK:

1. Barbados law, Barbados courts. The home-forum option, and the natural default for a Barbados SRL. It is coherent (the entity, its counsel, and its corporate record are all already in Barbados), it is cheap for us to run, and Barbados is a common law jurisdiction whose commercial law will look familiar to buyers in CARICOM, the UK, and much of anglophone Africa and Asia. Barbados is also a CARICOM member, which is a genuine advantage for the Caribbean trade being targeted: a Barbadian forum reads as regional rather than foreign to a CARICOM buyer, and CARICOM buyers are the least likely to treat it as an obstacle. The weakness is the same as any home forum. Enforcing a Barbados judgment against a defaulting distributor in Nigeria, Jordan, or Malaysia means a fresh enforcement action in that country, which is slow and often not worth doing on a mid-sized debt.

1. Barbados law with binding arbitration, seated in Barbados or at a regional or international seat. Arbitral awards travel far better across borders than court judgments, because most of the markets in scope are New York Convention states. For a seller whose defaulting counterparties will predictably be spread across four regions, portability of the remedy is the thing that actually matters. The trade-off is cost: a full arbitration is disproportionate against a US$750 reseller balance.

1. A tiered clause: negotiation, then mediation, then arbitration, with a small-claims carve-out routing low-value disputes to a simpler forum. Given an order range running from a single student item to US$1,500-plus distributor orders, this is likely the most practical fit. It gives a proportionate path for small disputes and a portable, enforceable one for the large distributor defaults that are the real financial exposure.

Counsel should note the following constraints on whichever option is chosen.

• EU and UK consumer law overrides the choice. A buyer with consumer status in the EU or UK generally keeps the protection of their home law and the right to sue locally, whatever this clause says. Choosing Barbados law does not change this. It is the same constraint that would apply under any non-EU governing law.
• Protective distributor and agency laws. Some jurisdictions, notably in parts of the Middle East, give a terminated local distributor statutory protections that survive a contrary choice of law and forum. This is a live issue for the Dubai and Jordan markets and should be checked before distributor agreements are signed there.
• CARICOM context. Barbados's CARICOM membership and the CARICOM Single Market framework are worth a specific look for the Caribbean distributor relationships, both for the forum question and for any regional trade treatment that may apply.
• Continuity of advice. The group's corporate work is already going through Barbados counsel, so the natural course is to put this question to them rather than open a separate advisory relationship. They will also be the right people to confirm the SRL's registered office and registration number for clause 19.

Note that a Barbados governing law clause does not displace the US export control and sanctions obligations discussed in the closing section of this document. Those attach to goods of US origin regardless of the seller's nationality or the governing law of the sale.

18. General

• Whole agreement. These Terms, the Shipping and Returns policy, and our order confirmation are the whole agreement for a sale, and they replace anything discussed earlier. Your own purchase order terms do not apply unless we agree in writing.
• No waiver. If we do not enforce a term, we have not given it up.
• Severability. If a term is unenforceable, the rest stays in force.
• Assignment. You may not transfer your rights under an order without our consent. We may assign ours within our corporate group.
• Changes. We may update these Terms. Changes apply to orders placed after the updated version is posted, not retrospectively to orders already confirmed.
• Language. These Terms are written in English. A translation is provided for convenience only, and the English version governs.

19. Contact and company details

LNC Professional (LNC NSI Barbados SRL)

Email: info@lncpronails.com

WhatsApp: +1 562 548 7272

Website: lncpronails.com

LNC NSI Barbados SRL, trading as LNC Professional. Notices and enquiries: info@lncpronails.com or WhatsApp +1 562 548 7272.

Placeholder summary: decisions needed before publication

Items that need a lawyer, not a copy editor

Stated plainly rather than smoothed over:

1. Governing law, jurisdiction, and dispute resolution (clause 17). Cannot be drafted without advice. Interacts with mandatory EU and UK consumer law and with protective distributor law in some Middle East markets. Barbados counsel, who already hold the group's corporate work, are the right people to decide it.
2. Consumer status of student and individual technician buyers in the EU and UK (clause 14). Getting this wrong creates real cancellation-right and refund exposure.
3. Non-refundable deposits (clause 6.2). Enforceability varies, and a deposit that functions as a penalty can be struck down.
4. Liability cap (clause 12). Product liability for injury generally cannot be capped, and a nail products business sells chemicals that touch skin. This clause should be read alongside product liability insurance cover, which is a separate question nobody has raised yet.
5. Cosmetic product registration and responsible-person obligations (clause 10). Clause 10 puts the obligation on the reseller. That is a commercially normal position but it needs to be checked against the EU and UK regimes in particular, where enforcement falls on whoever places the product on the market.
6. Data protection (clause 16). No privacy notice exists. Selling into the listed markets engages at least seven separate data protection regimes.
7. US export control and sanctions screening. Not yet addressed in the operative clauses because no policy document exists, but it is a real and current obligation, not a hypothetical. The basis is not the seller's nationality. It is that some products ship from the USA, and US export jurisdiction attaches to goods of US origin wherever they subsequently travel and whoever sells them. Re-exports from a third country do not escape it. A second and independent basis is that the principal is a US citizen, and US persons are subject to US sanctions rules personally regardless of the entity they act through. Choosing Barbados law does not displace either.

In practice this means the US location, and any onward movement of US-origin goods through the Panama, Dubai and Jordan, or Malaysia locations, needs a documented screening control: restricted-party screening of buyers and consignees, destination screening against embargoed and sanctioned countries, an end-use check, and a retained record of each screen. The principal has confirmed the intention to operate to best practice here, so the work is to write the control down, assign an owner, and run it, not to decide whether it applies. Counsel should also confirm whether any product in the range carries a classification that restricts export beyond the general baseline.

1. Group structure and the Panama subcontractor (clause 1.1). The drafting makes LNC NSI Barbados SRL responsible to the buyer for the third-party Panama provider. That is the right position commercially and for buyer confidence, but it needs to be backed by the 3PL contract actually giving the group recourse against the provider for loss, damage, and mishandling before dispatch. If the 3PL agreement does not carry that recourse, clause 1.1 accepts a liability we cannot pass on. Someone should read the 3PL contract against this clause.