TERMS AND CONDITIONS
Defined Terms
For purposes of these Terms and Conditions, “Company” means Cosmetic Solutions, LLC, the seller and manufacturer providing the products and services described herein, and “Buyer” means the customer purchasing such products or services from Company.
Purchase Order Acceptance and Production Scheduling
Once Buyer submits a purchase order, Company may begin committing materials, capacity, and working capital on Buyer’s behalf. A purchase order is accepted only when Company confirms acceptance and receives any required deposit. Company will schedule an accepted purchase order for production after the required raw materials are available. All deposits are non-refundable.
Pricing, Quote Validity and Quantity Variance
Price quotes are valid for thirty (30) days from receipt and are preliminary until a new product or packaging format has been trialed in Company’s facility.
Prices, terms, and conditions stated in an accepted purchase order are valid for sixty (60) days from the date of acceptance, notwithstanding unforeseen circumstances.
Final order quantities are subject to a variance of plus or minus ten percent (±10%).
Ship Date Changes
Buyer may request a change to the scheduled ship date (a “move-out”). No order may be moved out more than three (3) months beyond the original promised delivery date. Deposits are determined as follows:
- Requested more than twelve (12) weeks before the promised delivery date and moving the order less than four (4) weeks: no additional deposit required.
- First move-out requested more than twelve (12) weeks before the promised delivery date and moving greater than four (4) weeks: deposit equal to 50% of material cost and any Buyer-specific packaging purchased for the order.
- Additional move-out request, or requests made within the twelve (12) week window: deposit equal to 100% of material cost and any Buyer-specific packaging purchased for the order.
If materials expire or require requalification testing because of a move-out, Buyer is responsible for 100% of material cost.
Where bulk has already been produced at the time the move-out is requested, Buyer is responsible for 100% of the fully burdened cost, including materials, labor, freight and duty.
Buyer also assumes the risk of extended storage. If the bulk falls out of conformance during the move-out period, Buyer is responsible for the full cost to remanufacture it. Liabilities and re-testing costs will be billed as necessary in accordance with these terms.
Order Holds, Cancellation and Buyer Liability
Orders may be placed on hold for up to two (2) weeks while Buyer determines whether to cancel or reinstate the order. If the order remains on hold beyond two (2) weeks without reinstatement, Company will cancel the order in accordance with this section.
Upon cancellation, Buyer is responsible for:
- 100% of raw material costs, including materials procured under letters of intent.
- 100% of Buyer-specific packaging and labels costs.
- 100% of authorized economic order quantities not consumed by the order.
- 100% of fully burdened costs for any produced bulk or finished goods, including materials, freight, duty, labor, and testing.
Applicable destruction costs and a 15% administrative fee apply to all cancellation recoveries. Company will invoice Buyer within seven (7) days of receiving the cancellation request.
Any deposit previously paid will be applied toward the liability amount. If the deposit exceeds the liability amount, the remaining balance may be applied toward future purchases but will not be refunded.
Manufacturing Scope, Certifications and Regulatory Responsibility
Company provides contract manufacturing services for cosmetic products regulated under the Modernization of Cosmetics Regulation Act (MoCRA) and topical OTC drug products regulated under the FDA monograph system (monograph products only).
Manufacturing services are limited to topical formulations. No oral or ingestible products are included in this scope.
Cosmetic Product Certifications
- FDA Registered Cosmetic Establishment (FEI #3002692859)
- ISO 22716 Cosmetic GMP Certification
- USDA Certification
- NSF/ANSI-305 Organic Certification
OTC Drug Product Certifications
- cGMP Compliance under 21 CFR Parts 210 and 211
- FDA Registered Drug Establishment (FEI #3002692859)
- NSF/ANSI-305 Organic Certification
Company does not assume Responsible Person status under MoCRA or regulatory accountability for product compliance. Buyer retains all Responsible Person obligations and final authority for regulatory and safety matters.
Shipping Charges, Returns and Product Claims
All prices are ex works Company’s warehouse in Boca Raton, Florida.
If Company arranges shipment on Buyer’s behalf, estimated shipping charges may be included on the order confirmation. Final shipping costs, pallet charges, and handling fees will be added to the final invoice in accordance with Company’s Shipping & Receiving Guidelines.
Risk of loss passes to Buyer after seven (7) calendar days following notification of product availability, or when Buyer or its carrier picks up the products, whichever occurs first.
Products are not returnable. All product claims must be submitted within seven (7) days of receipt.
Buyer-Supplied Materials, Inventory and Storage Fees
Company will accept Buyer-supplied materials within ten (10) weeks of Buyer’s requested date.
Active inventory includes inventory required for open purchase orders or inventory used within the last ninety (90) days and will be stored as part of the ongoing business relationship.
Inventory without open orders is considered inactive inventory and will be billed at $30 per bin/pallet per month.
Buyer will receive monthly reporting on inactive inventory. To avoid storage fees, Buyer may request disposal or shipment of excess materials. Additional disposal, shipping, and handling charges may apply.
Payment Terms and Fees
Any required deposit is due as a condition of purchase order acceptance and is non-refundable.
A 3% administrative fee will be added to all credit card transactions.
Nonpayment, Collections, Governing Law and Order of Precedence
Company reserves the right to liquidate all unpaid orders.
Any collection action shall be brought exclusively in a court of competent jurisdiction located in Palm Beach County, Florida, and shall be governed by Florida law.
Buyer submits to the personal jurisdiction of Florida and irrevocably waives the right to a jury trial.
Company is entitled to recover reasonable attorney’s fees and costs, including those incurred on appeal.
If any conflict exists between these Terms and Conditions and a separate manufacturing agreement between Buyer and Company, the manufacturing agreement shall prevail.