These Terms apply only to Customers purchasing Goods or Services wholly or mainly for their trade, business, craft or profession. We do not supply consumers—individuals purchasing mainly for personal use—under these Terms. By requesting a Quotation, approving a sample, placing an Order, paying an invoice or instructing us to begin work, the Customer confirms that it acts as a business, is authorised to contract and accepts these Terms.
These Terms cover white-label and bespoke manufacturing, formulation ownership, approvals, cancellation, payment, compliance, liability and returns. Updates apply to future Contracts.
1. Information about us
1.1 We are MB Professional Beauty Ltd, registered in England and Wales under number 10171094.
1.2 Registered office:
71–75 Shelton Street
London
England
WC2H 9JQ
1.3 Our trading address is:
Unit D, Merlin Centre
Gatehouse Close
Aylesbury
UK
1.4 Our email address is:
marketing@mbprofessionalbeauty.co.uk
1.5 In these Terms, MB Professional Beauty Ltd is referred to as the Supplier, MB Professional Beauty, we, us or our.
2. Definitions
2.1 In these Terms:
Applicable Cosmetic Laws means all laws, regulations, official requirements and mandatory standards applying to the manufacture, safety, labelling, notification, advertising, importation, exportation, distribution or sale of the Products in the Intended Market.
Approved Artwork means the final label, carton, packaging, print, branding or other artwork approved by the Customer in writing.
Approved Sample means the sample, pilot batch, specification or written formulation version approved by the Customer for production.
Background Intellectual Property means any formulation, method, process, know-how, template, document, database, manufacturing technique, test method or other intellectual property owned, developed or used by a party independently of a particular Order.
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Contract means the legally binding agreement between the Supplier and the Customer comprising the Order Confirmation, applicable Quotation, Specification and these Terms.
Customer means the business purchasing or requesting Goods or Services from the Supplier.
Customer Materials means any ingredients, bulk product, packaging, components, labels, cartons, artwork, wording, trademarks, instructions, samples, specifications or other materials supplied, selected or mandated by the Customer.
Delivery Location means the address or location stated in the Order Confirmation or otherwise agreed in writing.
Development Services means formulation, reformulation, sampling, compatibility work, stability testing, challenge testing, safety assessment coordination, regulatory support, artwork review or any other development or technical service.
Fees means the price payable for the Goods and Services.
Goods means all products, bulk goods, finished cosmetics, samples, packaging, labels, cartons, components, documents or other items supplied by us.
Intended Market means each country or territory in which the Customer intends to import, distribute, advertise, supply or sell the Products.
Order means a request by the Customer to purchase Goods or Services, whether submitted through the Website, by email, by purchase order, by signed quotation or by any other agreed method.
Order Confirmation means our written confirmation accepting an Order.
Products means the cosmetic products manufactured or supplied under the Contract.
Quotation means our written quotation, proposal, price schedule or statement of work.
Responsible Person has the meaning given to it under the Applicable Cosmetic Laws.
Services means all formulation, manufacturing, filling, packing, labelling, printing, testing, regulatory, storage, fulfilment, consultancy or other services supplied by us.
Specification means the written product, formulation, manufacturing, packaging, quantity, artwork, testing or other specification agreed by the parties.
Website means www.mbprofessionalbeauty.co.uk.
2.2 “Writing” includes email, but not texts or social-media messages unless we expressly accept them. “Including” and similar words are illustrative, not limiting. References to legislation include amendments and replacements. Headings do not affect interpretation.
3. Application of these Terms
3.1 These Terms apply to every Quotation, Order and Contract, however placed. Terms in any Customer purchase order, portal, procurement document or communication do not apply unless a director of MB Professional Beauty expressly accepts them in writing. No other employee, representative or agent may vary these Terms.
3.2 If Contract documents conflict, priority is: (a) a variation signed by both parties; (b) Order Confirmation; (c) Quotation; (d) Specification and Approved Artwork; (e) these Terms; then (f) any other Contract document. These Terms replace earlier terms for the same Order but do not alter an existing Contract unless agreed in writing.
4. Quotations, Orders and formation of the Contract
4.1 Unless stated otherwise, a Quotation invites an Order, is valid for 14 calendar days and may be withdrawn or amended before the Contract forms. An Order is the Customer’s offer to buy the stated Goods or Services.
4.2 A Contract forms when we first: (a) issue an Order Confirmation; (b) accept payment and confirm work will begin; or (c) start Services at the Customer’s express instruction. We may reject an Order for reasonable commercial, technical, regulatory, credit, capacity or availability reasons.
4.3 The Customer must check the Order Confirmation and report errors. We are not responsible for errors in Customer-supplied or approved information, quantities, specifications, delivery details or instructions.
4.4 Estimates are not fixed quotations; final Fees may vary with time, materials, testing or third-party charges. Minimum order quantities appear in the Quotation or Order Confirmation.
5. Customer authority and information
5.1 The person placing the Order confirms authority to bind the Customer.
5.2 The Customer must promptly provide complete and accurate information needed for the Contract, including Intended Markets, use and users, claims, ingredient restrictions, packaging, storage and transport conditions, regulatory or retailer standards, relevant allergens or sensitivities, target cost, quantity and deadlines.
5.3 Unless verification is expressly included, we may rely on Customer information without checking it. The Customer is responsible for delay, additional cost or non-compliance caused by late, incomplete, inaccurate or misleading information and must notify us of changes to use, market, packaging, claims or instructions. Advice reflects information available when given.
6. Development Services and samples
6.1 Development Fees cover only the Quotation. A formulation fee includes only the stated samples or revision rounds; additional samples, revisions, ingredients, tests or changes cost extra. Work normally begins after payment, and Fees are non-refundable once work starts unless we fail to provide the agreed Services without a right to suspend or terminate.
6.2 Samples are for review and approval only and must not be sold or commercially distributed unless we confirm suitability in writing. Laboratory or pilot samples may differ from full production because of equipment, batch size, processing, raw-material batches, filling, packaging or normal tolerances.
6.3 The Customer must assess appearance, odour, colour, texture, application, performance, packaging interaction and commercial suitability, and provide consolidated feedback within 21 days when requested. Delay may require requoting or restarting. Approval must be written; later changes may add cost and delay.
6.4 Samples are not returnable or refundable because the Customer changes its mind, brief, preferred texture or fragrance, or decides not to proceed. A material manufacturing error must be reported within 14 calendar days of receipt. If confirmed, we may remake or correct the sample or credit its charge. Problems caused by Customer-supplied packaging or Customer-approved artwork, labels, print or cartons are not sample manufacturing defects unless we failed to follow an agreed written specification.
7. Sample and production approval
7.1 The Customer must finally approve in writing the formulation or sample, Specification, fragrance, colour, packaging, fill quantity, labels, cartons, batch-code position, artwork, print quality, warnings, directions, claims and any other approval item. Approval accepts the item for production subject to normal tolerances.
7.2 We may rely on approval from anyone reasonably appearing authorised. Verbal approval is valid only when confirmed in writing. After production starts, approval may be changed only with our written agreement.
7.3 Where the Customer does not request approval of an item before production, it authorises our standard materials, components, suppliers, specifications and quality standards, which are deemed approved if suitable for the intended purpose and consistent with our usual standards.
7.4 The Customer must pay all costs caused by post-approval changes, including wasted labour, bulk, materials, packaging, labels, cartons, testing and downtime.
8. Formulations and manufacturing specifications
8.1 We shall manufacture materially to the Specification and Approved Sample. Reasonable batch variations within the Specification or normal tolerances are not defects, including differences in colour, odour, viscosity, texture, clarity, appearance, pH, density, dimensions, fill quantity, label or code position, and natural-ingredient characteristics.
8.2 Natural ingredients may vary by harvest, origin, processing, season or batch. Appearance may change over time without being unsafe or defective if within the approved stability profile and Specification.
8.3 We may make minor technical or process adjustments that do not materially alter function, safety, regulatory status or agreed commercial characteristics. Material formulation changes require Customer approval unless urgently needed for safety or legal compliance.
8.4 If an ingredient becomes unavailable, discontinued, restricted or commercially impracticable, we may propose an alternative and charge related development, testing or regulatory costs. We do not guarantee continuing availability of any ingredient, component, formulation or packaging.
9. Quantity tolerances and production overruns
9.1 Unless agreed otherwise, manufacturing and filling may produce up to 10% more or less than ordered. The Customer pays for the quantity supplied at the agreed unit price, and a permitted shortfall is not a breach. An exact quantity must be requested before Quotation acceptance and may cost extra.
10. Customer-supplied materials and packaging
10.1 The Customer must ensure Customer Materials are suitable, safe, lawful, compatible, sufficient, timely, correctly identified and documented, uncontaminated and supported by relevant specifications, safety data, certificates and traceability records. We may reject materials appearing damaged, contaminated, unsuitable, undocumented or unsafe. Acceptance does not guarantee their quality, safety, compliance or compatibility.
10.2 Unless compatibility testing is included, the Customer bears the risk of incompatibility involving its packaging, closures, pumps, labels, liners, cartons or other materials. We are not responsible for resulting leakage, dispensing failure, label or print defects, carton problems, corrosion, cracking, distortion, discolouration, migration or interaction, except where directly caused by our failure to follow agreed manufacturing or packing instructions.
10.3 The Customer must provide extra packaging and components for set-up, testing, wastage and tolerances; we are not liable for shortages caused by insufficient supply.
10.4 We may store remaining Customer Materials for a reasonable period, charge storage or require collection. After reasonable written notice, we may return, recycle or dispose of uncollected materials at the Customer’s cost.
11. Packaging, labels, cartons and artwork
11.1 Customer must approve all wording, artwork, barcodes, symbols, claims, ingredient lists, warnings, directions and Responsible Person details. Artwork review is limited to purchased Services and does not transfer regulatory or commercial responsibility. Unless regulatory review is included, we do not warrant compliance in any Intended Market.
11.2 Screen and proof colours may differ from final print. Normal printing, cutting, folding, registration and positioning tolerances apply. The Customer must check final printer proofs; approval authorises production.
11.3 We are not liable for errors appearing in Approved Artwork unless the final printed material differs materially from the Approved Artwork because of our error.
11.4 Barcodes must be created and verified by the Customer.
11.5 Packaging dimensions and component tolerances may affect filling, capping, labelling and cartoning. Any resulting production adjustment or additional labour may be charged to the Customer.
12. Regulatory responsibilities
12.1 Each party shall comply with the legal obligations that apply to it in connection with the Contract.
12.2 We shall manufacture the Goods in accordance with Applicable Cosmetic Laws applying to our agreed manufacturing activities and in accordance with applicable cosmetic good manufacturing practice requirements.
12.3 The Customer must identify every Intended Market before formulation, testing, safety assessment, labelling or production begins.
12.4 Unless we expressly agree otherwise in writing, the Customer is responsible for:
(a) determining whether the Product may lawfully be sold in each Intended Market;
(b) appointing and maintaining the appropriate Responsible Person;
(c) obtaining a Cosmetic Product Safety Report or equivalent safety assessment;
(d) maintaining the Product Information File;
(e) completing required product notifications;
(f) ensuring that labels and packaging comply with the Intended Market;
(g) substantiating advertising and cosmetic claims;
(h) complying with retailer, marketplace and distributor requirements;
(i) importer and distributor obligations;
(j) language and country-of-origin requirements;
(k) tax, customs and import requirements; and
(l) maintaining compliance after delivery.
12.5 CPSR preparation, PIF preparation, UK Responsible Person services, SCPN notification, CPNP notification, label review, testing or other regulatory services are included only where expressly stated in the Quotation.
12.6 Where we agree to act as Responsible Person, that appointment must be governed by a separate written agreement or express provision in the Order Confirmation.
12.7 We may refuse or cease to act as Responsible Person where:
(a) Fees are unpaid;
(b) the Customer supplies inaccurate or incomplete information;
(c) the Customer changes the Product, artwork, claims or packaging without approval;
(d) the Customer fails to cooperate with a safety investigation or recall;
(e) continued appointment would expose us to legal or regulatory risk; or
(f) the separate Responsible Person agreement permits termination.
12.8 The Customer must not place a Product on the market before all required safety assessments, documents, notifications and labels are complete.
12.9 Any regulatory opinion is based on the law and official guidance available at the time it is provided. Regulatory requirements may change.
12.10 Unless expressly agreed, we are not responsible for monitoring legal changes after the Goods have been delivered.
12.11 The Customer must notify us before making any change to a formula, manufacturing process, packaging, artwork, intended use, target group, directions, warning or claim where we provide regulatory documentation or Responsible Person services.
12.12 The Customer shall not use documentation prepared for one formulation, pack size, product variant or market for a materially different product without written approval.
13. Intellectual property
13.1 Each party retains ownership of its Background Intellectual Property.
13.2 The Customer retains ownership of its:
(a) business name;
(b) trademarks;
(c) logos;
(d) Approved Artwork;
(e) original marketing copy; and
(f) other materials created independently of us.
13.3 The Customer grants us a non-exclusive, royalty-free licence to use Customer Materials to the extent necessary to perform the Contract.
13.4 We retain ownership of:
(a) our standard and white-label formulations;
(b) manufacturing procedures and methods;
(c) technical know-how;
(d) laboratory methods;
(e) templates and regulatory systems;
(f) pre-existing formulations;
(g) improvements to our Background Intellectual Property; and
(h) general knowledge and experience gained while performing the Contract.
(i) re-formulation of supplied formulations unless formulation fees are paid.
13.5 Payment of a formulation or development fee does not, by itself, transfer ownership of the formulation or associated know-how to the Customer.
13.6 Ownership of a bespoke formulation transfers to the Customer only where:
(a) the Quotation expressly states that formula ownership or assignment is included;
(b) the applicable ownership fee has been paid in full; and
(c) any agreed assignment document has been completed.
13.7 Unless formula ownership has been expressly transferred, the Customer receives a limited licence to market and sell Products manufactured for it by us using the approved formulation.
13.8 Any exclusivity must be expressly agreed in writing and must specify:
(a) the formulation covered;
(b) the territory;
(c) the duration;
(d) minimum order commitments;
(e) excluded ingredients or product categories; and
(f) the consequences of failing to meet the minimum commitments.
13.9 In the absence of an express exclusivity agreement, we may develop or manufacture products for other customers, including products with similar product types, textures, functions or commonly used ingredients, provided we do not disclose the Customer’s Confidential Information.
13.10 We may use general skills, learning and know-how acquired during the project, but not the Customer’s protected trademarks, artwork or Confidential Information.
13.11 The Customer warrants that our use of Customer Materials will not infringe the intellectual property rights of any third party.
14. Confidentiality
14.1 Each party shall keep the other party’s Confidential Information confidential.
14.2 Confidential Information means non-public commercial, financial, regulatory, technical or business information disclosed in connection with the Contract, including formulations, pricing, briefs, specifications, customer lists, test results, business plans and manufacturing information.
14.3 A receiving party may use Confidential Information only to perform, receive or enforce the Contract.
14.4 A receiving party may disclose Confidential Information:
(a) to employees, professional advisers, laboratories, safety assessors, subcontractors and regulators who need it for the Contract and are subject to confidentiality obligations;
(b) where required by law, court order or a competent authority; or
(c) with the disclosing party’s written consent.
14.5 Confidential Information does not include information that:
(a) is lawfully in the public domain;
(b) was already lawfully known to the receiving party;
(c) is received lawfully from an unrestricted third party; or
(d) is independently developed without using the disclosing party’s Confidential Information.
14.6 Confidentiality obligations continue for five years after termination of the Contract. Obligations relating to trade secrets continue for as long as the information remains a trade secret.
14.7 Neither party may use the other party’s name, logo or brand in advertising, publicity, case studies or customer lists without prior written consent.
15. Testing, product performance and shelf life
15.1 Testing will be carried out only where included in the Quotation.
15.2 Testing may include stability, compatibility, microbiological, preservative efficacy, challenge, safety, packaging, claim or other testing.
15.3 Test results apply only to the tested sample, formulation, production method, packaging and test conditions.
15.4 A test result is not a guarantee that:
(a) every production unit will behave identically;
(b) the Product will be suitable under all possible storage or transport conditions;
(c) the Product will be compatible with untested packaging;
(d) the Product will meet every retailer or overseas requirement; or
(e) no future deterioration or adverse event can occur.
15.5 Accelerated stability testing is predictive and does not reproduce every condition that may arise during the Product’s commercial life.
15.6 Packaging compatibility testing must be carried out using the final intended packaging wherever reasonably possible.
15.7 If the Customer changes any ingredient, concentration, supplier, fragrance, colour, packaging component, manufacturing process, market or intended use, previous tests or regulatory documents may no longer be valid.
15.8 Any retesting required because of a Customer change will be charged separately.
15.9 A stated shelf life applies only where the Product remains unopened and is stored, handled and transported under the recommended conditions.
15.10 We do not guarantee the commercial success, sales performance, consumer acceptance or profitability of any Product.
15.11 Unless expressly agreed as part of a claim-substantiation service, we do not guarantee that the Product will achieve a particular cosmetic or marketing claim.
16. Prices and VAT
16.1 The price is set out in the Quotation, Website, Order Confirmation or other written agreement.
16.2 Prices exclude VAT unless expressly stated otherwise. VAT will be charged at the applicable rate.
16.3 Unless expressly included, prices exclude:
(a) delivery;
(b) pallets;
(c) export packaging;
(d) customs charges;
(e) duties and taxes;
(f) third-party laboratory fees;
(g) safety assessor fees;
(h) regulatory portal fees;
(i) translations;
(j) certificates and legalisation;
(k) storage; and
(l) special handling.
16.4 We may correct an obvious pricing or calculation error before production begins. The Customer may accept the corrected price or cancel the affected uncommenced part of the Order.
16.5 Prices may be adjusted if, after the Quotation:
(a) the Customer changes the brief or Specification;
(b) quantities change;
(c) Customer Materials are late or unsuitable;
(d) raw-material or packaging costs materially increase;
(e) exchange rates, duties or third-party charges change;
(f) additional work or testing becomes necessary; or
(g) information supplied by the Customer proves inaccurate.
16.6 We will notify the Customer of a material price adjustment before carrying out the affected additional work where reasonably practicable.
17. Payment
17.1 The Customer shall pay according to the payment schedule stated in the Quotation or Order Confirmation.
17.2 If no payment schedule is stated:
(a) Development Services are payable in full before work begins; and
(b) manufacturing Orders are payable in full before production or procurement begins.
17.3 We may require a deposit, staged payments or full payment in advance.
17.4 A deposit is non-refundable once we have begun work, ordered materials, reserved production capacity or incurred commitments, except to the extent the deposit exceeds our reasonable costs and losses arising from cancellation.
17.5 The production balance must be received in cleared funds before dispatch unless we have granted written credit terms.
17.6 The Customer must pay invoices in full without deduction, withholding, counterclaim or set-off, except where required by law.
17.7 If an invoice is disputed, the Customer must notify us promptly, identify the disputed amount and explain the basis of the dispute. Undisputed amounts remain payable.
17.8 Where payment is overdue, we may:
(a) charge statutory interest and compensation under applicable late-payment legislation;
(b) recover reasonable debt-recovery costs;
(c) suspend Services or production;
(d) withhold dispatch, which incurs storage fees;
(e) revoke credit terms;
(f) require payment in advance for future work; and
(g) terminate the Contract where permitted under clause 27.
17.8.1 Storage of shipment due to delayed payment will start after 7 days of payment due date and will be at a rate of £15.50 per Euro sized pallet per week.
17.9 Payment is not deemed received until cleared funds are available to us.
17.10 The Customer is responsible for bank charges, currency conversion charges and transfer fees.
17.11 We may apply a payment against any outstanding invoice or liability owed by the Customer.
18. Cancellation and changes
18.1 Because the Goods and Services are normally bespoke, customised or procured specifically for the Customer, the Customer has no automatic cooling-off or change-of-mind cancellation right.
18.2 The Customer may withdraw an Order without charge only before we accept it and before we begin work or incur costs.
18.3 After the Contract is formed, the Customer may cancel or change it only with our written agreement.
18.4 If we agree to cancellation or a reduction in quantity, the Customer shall pay:
(a) all work completed;
(b) all Services performed;
(c) all raw materials ordered or committed;
(d) all packaging, labels and cartons ordered or produced;
(e) all third-party charges;
(f) reserved production time that cannot reasonably be reallocated;
(g) storage or disposal costs;
(h) reasonable administrative costs; and
(i) other losses reasonably arising from the cancellation.
18.5 Customer-branded or bespoke materials that cannot reasonably be reused or resold remain payable in full.
18.6 We may require cancellation charges to be paid before releasing or disposing of any materials.
18.7 Changes requested after approval may require a revised Quotation, additional testing and a revised delivery date.
18.8 We are not required to accept a change that is technically impracticable, unsafe, unlawful or incompatible with materials already ordered.
19. Production and lead times
19.1 Production dates and lead times are estimates.
19.2 Time is not of the essence unless fees for fixed lead time is paid.
19.3 A lead time normally begins only when we have received:
(a) all required payments;
(b) final formulation approval;
(c) final Approved Artwork;
(d) all Customer Materials;
(e) all necessary information;
(f) any required testing or regulatory approval; and
(g) written authority to proceed.
19.4 We are not responsible for delay caused by:
(a) late payment;
(b) delayed Customer approval;
(c) late, defective or insufficient Customer Materials;
(d) changes requested by the Customer;
(e) third-party laboratories, printers, freight providers or suppliers;
(f) raw-material shortages;
(g) regulatory intervention; or
(h) a Force Majeure Event.
19.5 Any Customer-caused delay may result in production being moved to the next available production slot.
19.6 We may manufacture in one or more production runs.
19.7 We may suspend production where we reasonably believe that continuing would create a safety, quality, regulatory, payment or technical risk.
20. Collection & Delivery
20.2.1 If the Customer fails to arrange collection, storage fees will apply after 7 days of production completion.
20.2.2 If the Customer fails to arrange collection of the Goods within six weeks of being notified that they are ready and fails to pay any applicable storage charges, we may, after giving reasonable written notice, recycle, dispose of or otherwise remove the Goods from our premises. The Customer will remain liable for any outstanding storage, handling and disposal costs.
20.2 Unless otherwise agreed, delivery charges are payable by the Customer.
20.3 The Customer shall ensure that the Delivery Location is accessible and able to receive the Goods safely.
20.4 Delivery is completed:
(a) when the Goods are unloaded at the Delivery Location where we arrange delivery;
(b) when the Goods are handed to the Customer’s carrier where the Customer arranges transport;
(c) when the Customer collects the Goods; or
(d) as stated in the applicable agreed Incoterm.
20.7 The Customer is responsible for checking the number of pallets, cartons or packages at delivery and recording visible transport damage or shortages on the carrier’s documentation.
20.8 We are not responsible for transport damage and advise Customer to purchase transport insurance.
20.9 For international deliveries, the Customer is responsible for:
(a) import clearance;
(b) import licences;
(c) duties, VAT and taxes;
(d) local compliance;
(e) customs delays; and
(f) acting as importer of record,
unless the Order Confirmation expressly states otherwise.
(g) advising us on the required packaging of products on pallets and any required documents on the boxes / pallet.
21. Failure to accept delivery and storage
21.1 If the Customer fails to accept delivery or collect the Goods when they are ready:
(a) delivery may be treated as completed;
(b) risk may pass to the Customer;
(c) we may store the Goods;
(d) the Customer shall pay reasonable storage, insurance, handling and redelivery costs; and
(e) the balance of the Fees remains payable.
21.2 Storage at our premises is subject to available space and is not guaranteed.
21.3 If the Customer fails to collect the Goods following reasonable written notice, we may sell, recycle, destroy or otherwise dispose of them.
21.4 Any proceeds of sale may be applied against amounts owed to us after deducting sale, storage and disposal costs.
21.5 The Customer remains liable for any shortfall.
22. Risk and title
22.1 Risk in the Goods passes once goods leave our warehouse.
22.2 Title to the Goods does not pass until we receive payment in full of:
(a) all sums due for the Goods; and
(b) all other sums due to us from the Customer.
22.3 Goods will not be released for collection until full payment is received for all sums due to us from the Customer.
23. Inspection, acceptance and notification of defects
23.1 The Customer must inspect the Goods as soon as reasonably practicable after delivery.
23.2 Any of the following must be notified to us in writing within 7 calendar days after delivery:
(a) visible damage;
(b) incorrect Goods;
(c) visible packaging defects;
(d) quantity shortages;
(e) incorrect labels or cartons;
(f) leakage apparent on reasonable inspection; or
(g) any other defect that should reasonably have been identified during inspection.
23.3 If the Customer does not notify us within that period, the Goods will be deemed accepted in respect of defects reasonably discoverable on inspection.
23.4 A latent manufacturing defect that could not reasonably have been identified during the initial inspection must be notified to us promptly after discovery.
23.5 A defect notification must include, where available:
(a) the Order or invoice number;
(b) Product name;
(c) batch number;
(d) affected quantity;
(e) photographs or videos;
(f) a detailed description of the issue;
(g) storage and transport records;
(h) date of discovery;
(i) complaint or adverse-event information; and
(j) representative unopened samples.
23.6 The Customer must retain the affected Goods, relevant packaging and batch information for investigation.
23.7 The Customer must not destroy, dispose of, rework, relabel, return or recall the Goods without our written instructions, except where immediate action is legally required to protect health or safety.
23.8 Goods must not be returned without our prior written return authorisation.
23.9 Acceptance of returned Goods for investigation is not an admission of liability.
24. Returns and manufacturing defects
24.1 Bespoke, customised, personalised or specially manufactured Goods cannot be returned because:
(a) the Customer changes its mind;
(b) the Customer no longer needs them;
(c) sales are lower than expected;
(d) a retailer or distributor declines them;
(e) the Customer ordered an incorrect quantity;
(f) the Customer’s commercial strategy changes; or
(g) the Goods comply with the Approved Sample and Specification but the Customer subsequently prefers something different.
24.2 A Manufacturing Defect means a material failure of the Goods to comply with the Approved Sample, written Specification or express requirements agreed in the Order Confirmation.
24.3 The following do not normally constitute Manufacturing Defects:
(a) minor variation within the agreed Specification or normal manufacturing tolerances;
(b) natural raw-material variation;
(c) an aspect expressly approved by the Customer;
(d) a defect in Customer Materials;
(e) incompatibility involving untested or Customer-selected packaging;
(f) damage after risk has passed;
(g) damage caused by unsuitable storage or transport;
(h) contamination after delivery;
(i) misuse or use outside the agreed purpose;
(j) alteration, repacking, relabelling, dilution or mixing by the Customer;
(k) deterioration after the stated shelf life;
(l) a matter caused by inaccurate Customer instructions; or
(m) a matter caused by an undisclosed Intended Market or regulatory requirement.
24.4 Packaging, labels and boxes are excluded from a valid claim.
24.5 We are not responsible for the inherent quality, suitability or compliance of packaging, labels or boxes supplied by the Customer or by us or specifically mandated by the Customer, except to the extent we handled or applied them negligently.
24.5.1 We advise the Customer to purchase Packaging Compatibility Testing service prior to placing an Order.
24.6 We shall be given a reasonable opportunity to inspect, test and investigate the alleged defect.
24.7 Where we confirm that Goods contain a Manufacturing Defect for which we are responsible, we may request the sample or shipment returned to us at the Customer's cost to investigate and may , at our option:
(a) rework the affected Goods;
(b) repair the affected Goods;
(c) replace the affected Goods;
(d) issue a credit for the affected Goods; or
(e) refund the price paid for the affected Goods.
24.8 Unless the defect reasonably affects the entire batch, the remedy applies only to the quantity shown to be affected.
24.10 Where investigation shows that the Goods are not defective or that the problem was not caused by us, the Customer shall pay reasonable investigation, testing, collection, storage and redelivery costs.
24.11 Nothing in this clause excludes a right or liability that cannot lawfully be excluded.
25. Complaints, undesirable effects and recalls
25.1 The Customer shall maintain adequate product traceability and complaint records.
25.2 The Customer must promptly notify us of:
(a) a serious or repeated customer complaint;
(b) an undesirable or serious undesirable effect;
(c) suspected contamination;
(d) a regulatory enquiry;
(e) an enforcement notice;
(f) a marketplace or retailer safety complaint;
(g) suspected counterfeit Goods; or
(h) any matter that may require withdrawal or recall.
25.3 A serious safety concern must be reported to us immediately and, where possible, within 24 hours after the Customer becomes aware of it.
25.4 The Customer must provide all reasonably requested information concerning distribution, batch numbers, quantities, complaints, storage, transport and affected users.
25.5 Neither party shall issue a public statement naming the other party concerning a safety issue without consultation, except where required by law or a competent authority.
25.6 Where a Product withdrawal, corrective action or recall is necessary, the parties shall cooperate in good faith.
25.7 Responsibility for recall and corrective-action costs shall be allocated according to the cause of the issue.
25.8 We are not responsible for recall costs to the extent the recall results from:
(a) Customer Materials;
(b) Customer-approved or Customer-created claims;
(c) unlawful or inaccurate artwork;
(d) a Customer modification;
(e) improper storage, transport or distribution;
(f) sale in an undisclosed Intended Market;
(g) failure to follow our instructions;
(h) continued sale after a warning to stop; or
(i) the Customer’s breach of Applicable Cosmetic Laws.
25.9 The Customer shall not voluntarily recall a Product at our cost without giving us a reasonable opportunity to investigate and participate, unless urgent action is required by law or for consumer safety.
26. Warranties
26.1 Except as expressly stated, we do not warrant that:
(a) it complies with an Intended Market;
(b) packaging will be compatible unless packaging compatibility test was purchased;
(c) natural ingredients will remain visually identical between batches; or
(d) a third-party supplier will continue supplying a material or component.
26.3 Any statement about a Product’s likely effect, performance or market position is an opinion unless expressly incorporated into the Specification as a binding requirement.
26.4 The Customer acknowledges that cosmetics may cause individual sensitivities or reactions and that no cosmetic formulation can be guaranteed to be suitable for every person. All consumers should be advised to do a patch test prior to using a new skincare product.
26.5 Nothing in these Terms removes any statutory term that cannot lawfully be excluded or restricted.
27. Suspension and termination
27.1 We may suspend work, production, delivery, regulatory services or Responsible Person services if:
(a) payment is overdue;
(b) the Customer fails to provide information or approval;
(c) Customer Materials are unsuitable or late;
(d) we reasonably suspect a safety or regulatory issue;
(e) the Customer is in material breach of the Contract; or
(f) continuing would expose us to unreasonable legal, safety, credit or reputational risk.
27.2 We may terminate immediately if:
(a) payment remains overdue after written demand;
(b) the Customer becomes insolvent or unable to pay its debts;
(c) the Customer enters administration, liquidation or a creditor arrangement;
(d) the Customer ceases or threatens to cease business;
(e) the Customer acts fraudulently or unlawfully;
(f) the Customer instructs us to perform unlawful or unsafe work; or
(g) a regulatory authority requires the Services to stop.
27.3 Termination does not affect rights or liabilities accrued before termination.
27.4 On termination, the Customer shall immediately pay:
(a) all unpaid invoices;
(b) work completed but not yet invoiced;
(c) committed raw materials and packaging.
(d) non-cancellable third-party charges;
(e) storage, return and disposal costs; and
(f) other sums due under clause 18.
27.5 Clauses concerning payment, intellectual property, confidentiality, liability, indemnity, data protection, title, dispute resolution and any provision intended to survive shall continue after termination.
28. Customer indemnity
28.1 The Customer shall indemnify us against reasonable losses, liabilities, damages, costs and third-party claims arising from:
(a) Customer Materials infringing intellectual property rights;
(b) unlawful, misleading or unsubstantiated Customer claims;
(c) incorrect Approved Artwork or label wording;
(d) the Customer’s sale in an undisclosed or non-compliant market;
(e) alteration of the Goods after delivery;
(f) improper storage, transport, handling or distribution;
(g) use of the Goods outside the agreed purpose;
(h) failure to follow a safety instruction, withdrawal or recall;
(i) the Customer’s breach of Applicable Cosmetic Laws; or
(j) negligent or unlawful acts by the Customer or its distributors.
28.2 The indemnity applies only to the extent the loss was caused by the matter for which the Customer is responsible.
28.3 We shall:
(a) notify the Customer reasonably promptly of a relevant third-party claim;
(b) allow reasonable participation in its defence; and
(c) take reasonable steps to mitigate loss.
29. Limitation of liability
29.1 Nothing in these Terms limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the implied term as to title;
(d) liability under product-liability legislation that cannot lawfully be excluded;
(e) deliberate default; or
(f) any other liability that cannot lawfully be limited or excluded.
29.2 Subject to clause 29.1, we shall not be liable for:
(a) loss of profit;
(b) loss of revenue;
(c) loss of anticipated savings;
(d) loss of business;
(e) loss of opportunity;
(f) loss of contracts;
(g) loss of goodwill or reputation;
(h) loss of data;
(i) business interruption;
(j) indirect or consequential loss; or
(k) losses caused by a retailer, distributor, marketplace or third party refusing the Product.
29.3 Subject to clause 29.1, our total aggregate liability arising from an Order, whether in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise, shall not exceed the total Fees paid or payable for the affected Order.
29.4 The liability cap applies to all claims connected with the same Order or series of related events.
29.5 We are not liable for loss to the extent caused or increased by:
(a) the Customer’s act or omission;
(b) inaccurate information;
(c) failure to mitigate loss;
(d) continued sale or use after the Customer knew or should have known of a problem;
(e) Customer Materials;
(f) unauthorised alteration; or
(g) failure to follow instructions.
29.6 The Customer acknowledges that the Fees have been calculated on the basis of the allocation of risk in these Terms.
29.7 Nothing in this clause limits the Customer’s obligation to pay Fees or amounts due under an indemnity.
31. Force majeure
31.1 A Force Majeure Event means an event outside the reasonable control of the affected party, including:
(a) natural or unnatural disaster;
(c) pandemic;
(e) government action;
(f) import or export restriction;
(g) industrial dispute not limited to the affected party’s workforce;
(h) interruption of utilities;
(i) cyberattack not caused by a failure to take reasonable precautions;
(j) transport disruption;
(k) raw-material, packaging or component shortage;
(l) failure of a critical supplier; or
(m) regulatory prohibition or intervention.
31.2 The affected party is not liable for delay or failure caused by a Force Majeure Event.
31.3 The affected party shall notify the other party and take reasonable steps to reduce the effect of the event.
31.4 Delivery dates shall be extended by a reasonable period.
31.5 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected unperformed part of the Contract by written notice.
31.6 The Customer remains liable for Goods completed, Services performed and non-cancellable costs incurred before termination.
32. Data protection
32.1 Each party shall comply with applicable data-protection law, including the UK GDPR and Data Protection Act 2018.
33. Website information
33.1 Website descriptions, photographs, ingredient information, prices and examples are provided in good faith but are not binding unless incorporated into the Order Confirmation or Specification.
35. Assignment and subcontracting
35.1 The Customer may not assign, transfer, charge or subcontract its rights or obligations under the Contract without our written consent.
35.2 We may subcontract part of the Services to suitable laboratories, safety assessors, printers, packaging suppliers, consultants, manufacturers or logistics providers.
36. No partnership or agency
36.1 Nothing in the Contract creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between the parties.
36.2 Neither party has authority to bind the other except as expressly agreed.
37. Entire agreement and reliance
37.1 The Contract constitutes the entire agreement concerning its subject matter.
37.2 The Customer acknowledges that it has not relied on a statement, promise or representation that is not set out in the Contract.
37.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
38. Waiver
38.1 A failure or delay in exercising a right does not waive that right.
38.2 A waiver is effective only if given in writing and applies only to the circumstances for which it is given.
39. Severance
39.1 If any provision is invalid, unlawful or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable.
39.2 If modification is not possible, the affected provision shall be deleted.
39.3 The remaining provisions continue in full force.
42. Governing law and jurisdiction
42.1 The Contract and any dispute or non-contractual obligation arising from it are governed by the law of England and Wales.
42.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute or claim arising from or connected with the Contract.
43. Confirmation of business status
43.1 By placing an Order, the Customer confirms that:
(a) it is acting wholly or mainly for business purposes;
(b) it is not acting as a consumer;
(c) the person placing the Order is authorised to bind the Customer; and
(d) it has read and accepted these Terms.
43.2 Customers seeking to purchase wholly or mainly for personal purposes must contact us before ordering and must not place an Order under these Terms.
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