MSE INTERNATIONAL PARTNERPORTAL

Public draft for review

Partner Agreement

Document version 0.5 · Dated 31 July 2026

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Important notice

This Partner Agreement is a publicly accessible draft and is not yet ready for signature.

Before conclusion, it will undergo legal, country-specific and individual review, and the partner details and annexes will be completed.

The German version is generally the controlling version. This English version is provided for understanding.

Contracting Parties

between

MSE The Beauty Company GmbH

Legal form: Gesellschaft mit beschränkter Haftung German limited liability company

Address: Goosmoortwiete 21a, 25474 Bönningstedt, Germany

Commercial register: Local Court of Pinneberg, HRB 7973 PI

Represented by: Björn Zander, Managing Director

VAT ID: DE 264808172

Phone: +49 40 33 465 11-0

Email: info@mse-beauty.com

– hereinafter referred to as “MSE” –

and

Distribution Partner

Company: [to be completed]

Legal form: [to be completed]

Address: [to be completed]

Register and registration number: [to be completed]

VAT ID: [to be completed]

Represented by: [to be completed]

– hereinafter referred to as the “Partner” –

the following Partner Agreement is concluded.

1. Purpose and Common Objective

MSE and the Partner intend to establish a long-term, independent and professional distribution partnership for the MSE products identified in the annexes.

The Partner distributes the approved products in its own name and for its own account. In relation to its end customers, the Partner is generally the independent seller and contracting party.

The Partner is expected to actively develop its market, professionally support customers and build its own sustainable distribution network.

MSE supports the Partner to the agreed extent, in particular through:

This Agreement does not create an employment relationship, a partnership or company, or any general authority for the Partner to represent MSE.

The Partner may make legally binding declarations on behalf of MSE only if MSE has expressly authorised this in writing in advance.

MSE does not guarantee any specific turnover, profit, customer base or market success.

2. Partner Approval and Cooperation

The cooperation requires personal approval by MSE or by a person expressly authorised by MSE.

The approval is based in particular on:

MSE may request missing documents, grant conditional approval or respectfully reject an application.

An application, a discussion or the setup of technical access does not in itself create any entitlement to:

The first six months serve as a mutual introductory and development phase.

Minor errors or misunderstandings should initially be resolved openly, cooperatively and practically.

3. Sales Territory and Active Development of the Distribution Network

The core territory and approved sales channels are defined in Annex 2 – Sales Territory and Exclusivity.

Without a separate exclusivity agreement, the core territory primarily serves:

It is not a rigid or absolute sales boundary.

The Partner is expressly expected to build its own distribution network.

This may include in particular:

Normal customer acquisition by the Partner does not require prior approval from MSE for each individual contact.

Activities outside the core territory are generally permitted provided that they do not infringe any:

Larger or permanent activities in another country or territory should be coordinated with MSE at an early stage.

This applies in particular to:

Cross-border orders received independently may generally be processed once shipping, payment, taxes, labelling, product legality and existing allocations have been clarified.

Individual orders or contacts do not automatically expand the core territory.

Successfully developed distribution structures may subsequently be recognised jointly and added in writing.

The appointment of official agents, sub-distributors or additional distribution partners requires MSE’s prior written consent.

External marketplaces and comparable platforms may be used only with MSE’s prior written approval.

4. Exclusivity

There is no automatic exclusivity and no automatic territorial protection.

Exclusivity arises only through a separate written agreement.

Countries, regions, products, customer groups and sales channels not expressly included remain non-exclusive.

Possible exclusivity may be reviewed no earlier than after twelve months of successful and continuous cooperation.

Completion of this period does not create an entitlement to exclusivity.

The review may take into account in particular:

Any minimum turnover is determined individually based on market size, sales channels, product range, necessary development time and realistic market potential.

An initial exclusivity period generally lasts twelve months.

Before it expires, the parties jointly review whether exclusivity should be:

Minor or understandably temporary deviations from targets do not automatically result in withdrawal of exclusivity.

The parties should first review the cause and market conditions, consider possible support and agree an appropriate improvement period.

Termination of exclusivity does not automatically terminate the entire Partner Agreement.

The cooperation may continue as a normal non-exclusive partnership.

5. Orders, Minimum Order Values and Partner Prices

Orders are generally placed through the approved Shopify partner account or another ordering channel confirmed by MSE.

The minimum order value is:

The relevant amount is the net value of the goods before:

There is no general minimum purchase quantity per item.

Individual products may, however, be subject to packaging, production or private-label minimum quantities.

The applicable partner prices and quantity tiers are displayed in the assigned Shopify partner account or in Annex 1.

Partner terms are generally calculated on a net basis.

For colour gel quantity tiers, each colour or SKU is assessed separately.

Different colours, variants, SKUs, orders or partner accounts are not automatically aggregated.

The terms displayed in the correct partner account when the order is placed and subsequently confirmed by MSE generally apply.

A shopping basket does not reserve a price.

Confirmed orders are generally not changed by subsequent price changes.

MSE may adjust prices and tiers for future orders for economic, tax, currency or market-related reasons.

Clear written individual agreements take precedence to the extent that they expressly apply to the particular order or agreed period.

Obvious technical errors relating to prices, taxes, currencies, quantity tiers or account allocation will be reviewed jointly.

6. Payment Terms

The first partner order is payable exclusively in advance and without a cash discount. From the second order onward, MSE may, subject to individual approval, offer the following payment methods:

7. Delivery, Shipping, Customs and Import

Standard shipping is organised by MSE through its own logistics process using DHL. The actual shipping costs incurred for the respective shipment are charged to the Partner. There is no general entitlement to free shipping or to a fixed free-shipping threshold. Customs duties, import VAT, import charges, local fees and other costs in the country of destination are generally borne by the Partner unless otherwise agreed in writing. Delivery times are generally estimates unless MSE expressly confirms them as binding in writing. For standard DHL shipping organised by MSE, unless expressly agreed otherwise in writing for the individual order, the following applies: CPT confirmed delivery address of the Partner, Incoterms® 2020. MSE organises and commissions the transport with DHL and initially pays the carrier. The actual shipping costs are charged to the Partner in accordance with the agreed terms. The risk of accidental loss or accidental damage passes to the Partner upon documented handover of the properly packaged and addressed shipment to DHL at MSE’s place of dispatch. MSE remains responsible for proper packaging, addressing, shipping preparation and handover within its area of control. Import clearance, customs duties, import charges, import VAT and local import obligations are generally borne by the Partner. In justified cases of transport loss or transport damage, MSE supports the Partner to the necessary and reasonable extent in handling the matter with DHL. For collection organised by the Partner, a carrier appointed by the Partner or goods made available ex warehouse, unless expressly agreed otherwise in writing, the following applies: FCA MSE warehouse at the complete collection address specified in Annex 1, Incoterms® 2020. MSE makes the goods available properly packaged and labelled and loads them onto the vehicle provided by the Partner or its carrier. The risk of accidental loss or accidental damage passes to the Partner once loading has been fully completed and the goods have been handed over in a documented manner. Merely making the goods available internally without completed loading and documented handover does not constitute transfer of risk under this FCA rule. The Partner organises and pays for:

8. Shopify Partner Store, Domain, Payments and Data

Where a Shopify partner store is established, the Partner is generally, during the active cooperation:

9. Brand, Advertising, Prices and Product Information

For the duration of the cooperation, MSE grants the Partner a purpose-limited and generally non-transferable right to use the approved:

10. Customer Service, Customer Protection, Complaints and Returns

The Partner supports its end customers professionally and under its own responsibility. Existing MSE customers and documented MSE enquiries generally remain allocated to MSE. Customers demonstrably acquired and actively supported by the Partner are generally allocated to the Partner during the active partnership. The allocation may take into account in particular:

11. Confidentiality and Security

Both parties treat non-public business information as confidential.

Confidential information includes in particular:

Confidential information may be used only for the agreed cooperation.

Disclosure is permitted only to persons who require the information for this purpose and who are appropriately bound to confidentiality.

Disclosures required by law, a court or a public authority remain permitted.

Access credentials must be protected securely.

Security incidents and unauthorised access must be reported without delay.

After termination of the cooperation, confidential documents and data must be returned, deleted, blocked or anonymised in accordance with applicable legal retention obligations.

The confidentiality obligation continues for as long as the information is not public and there is a legitimate interest in its protection.

12. Liability, Insurance and Mutual Responsibility

Each party is generally responsible for the area of activity it controls and has contractually assumed.

MSE is responsible in particular for:

The Partner is responsible in particular for:

In the event of damage, safety incidents, injuries, authority enquiries or recalls, the parties inform each other without delay and cooperate in identifying the cause and resolving the matter.

Costs and responsibility depend in particular on:

No blanket unlimited indemnity is intended.

Both parties should maintain business liability or product liability insurance appropriate to their activities.

Liability limits, insurance amounts, indemnities and mandatory statutory liability will be legally reviewed and specified in the final version before signature.

13. Term, Termination and Winding Up

This Agreement is concluded for an indefinite term.

During the first six months, either party may ordinarily terminate the Agreement by giving one month’s notice to the end of a calendar month.

After the first six months, the ordinary notice period is three months to the end of a calendar month.

Earlier termination by mutual agreement remains possible at any time.

Before terminating due to remediable problems, the parties should generally:

The right to terminate for cause remains unaffected.

Good cause may include in particular:

After termination, outstanding:

are completed or transferred in an orderly manner.

Proper and marketable remaining stock may be sold during a jointly agreed transition period provided that no safety, brand or legal reasons prevent this.

Rights to use trademarks, logos, images, texts and other MSE materials generally end upon termination.

Obligations which by their nature are intended to continue after termination remain unaffected.

14. Communication, Dispute Resolution, Governing Law and Contract Language

Each party designates at least one primary contact person.

Normal enquiries should, where possible, be answered or at least acknowledged within two working days.

This is a target and not a strict guarantee.

Important decisions relating to:

are documented in text form.

Urgent issues relating to safety, data protection, public authorities, recalls or access must be reported without avoidable delay.

Before commencing court proceedings, the parties should generally attempt the following stages:

  1. direct clarification between the responsible contacts,
  2. a discussion between the responsible management representatives,
  3. a written summary with a fair proposed solution and a reasonable deadline.

Voluntary mediation is possible with the agreement of both parties.

Mandatory arbitration is not intended.

Interim relief, preservation of evidence, statutory and court deadlines, authority measures, trademark protection, product safety measures and enforcement remain available at all times.

The laws of the Federal Republic of Germany apply in principle, excluding the United Nations Convention on Contracts for the International Sale of Goods.

The United Nations Convention on Contracts for the International Sale of Goods, commonly referred to as the CISG, is expressly excluded.

Mandatory local law remains unaffected.

To the extent legally permissible and effective, the exclusive place of jurisdiction is the registered office of MSE.

For Partners outside the European Union, governing law, jurisdiction, service, recognition and enforceability are reviewed on a country-specific basis.

The German contract version is generally the controlling version.

Translations are provided for understanding unless the individual agreement expressly provides for another or equally authoritative language arrangement.

15. Annexes, Order of Precedence and Final Provisions

The following documents form part of this Agreement to the extent that they are completed and expressly incorporated:

  1. Annex 1 – Individual Partner Terms,
  2. Annex 2 – Sales Territory and Exclusivity,
  3. Annex 3 – Shopify Partner Store and Data Protection,
  4. Annex 4 – Brand, Advertising and Product Information,
  5. Annex 5 – Country Sheet.

The internal process manual and the legal review checklist are not contractual documents.

As a working model still subject to legal review, the following order of precedence applies:

  1. expressly signed supplemental agreement,
  2. individual partner terms,
  3. sales territory and exclusivity annex,
  4. Shopify and data protection annex,
  5. brand, advertising and product information annex,
  6. this Partner Agreement,
  7. the country sheet, if expressly designated as a contractual document.

Amendments and supplements should be documented in text form so that they can be traced, unless applicable law requires a stricter form.

If any provision is invalid or unenforceable, the remaining provisions remain unaffected.

The final wording of this severability rule will be legally reviewed.

This draft will be released for signature only after:

Signatures

Place and date: ___________________________________

For MSE

Name: Björn Zander

Position: Managing Director

Signature: _______________________________________

For the Partner

Company: _________________________________________

Name: ____________________________________________

Position: _________________________________________

Signature: _______________________________________

English contract source SHA-256: 08d73c4c6525caf39a49320097729a6e0e2f93702fe368032fac4dd068a98301