General conditions of sale

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GENERAL CONDITIONS OF SALE

1. GENERAL INFORMATION

The following terms and conditions of sale of NATURALPS SARL hereinafter called NATURALPS define the rights and obligations of the company NATURALPS and of their clients hereinafter called CLIENT. They are the legal base of the sales contracts for every case which is not the object of a particular agreement. These General Conditions of Sale apply to all sales of products and services by the company NATURALPS, except with a specific agreement in writing between the Parties, before ordering. Consequently, the placing of an order by CLIENT implies acceptance without reservation by the latter of these General Conditions of Sale, which may be challenged only through specific conditions granted by NATURALPS to CLIENT. The fact that NATURALPS does not claim any of these General Conditions of Sale does not lead to their invalidity, which NATURALPS can assert later in any case.

2. R&D & SUBMISSION FEE

  • NATURALPS charges a R&D fee per formula prior to the development (1 Fee = 5 submissions maximum, 5 samples per submission) fully reimbursed after receipt of the order for the corresponding formula. This fee includes standard lab packaging and the bulk + Raw material. In special cases Raw Material cost cannot be covered in the standard fee and CLIENT will be informed accordingly.
  • Before development, client must provide a brief (type of service, target price, order quantity, blacklist, markets, marketing claims, launch date) Any significant change during the development can result in a new R&D fee and may impact final product price and timeline.
  • The formula is officially approved after CLIENT fills and signs the Approval Form provided by NATURALPS. In case of modification of the formula a new fee will be invoiced.

3. FORMULA OWNERSHIP

  • All formulae and related rights remain the exclusive property of NATURALPS.
  • CLIENT has the exclusive commercializing in the case of a formula specifically developed for CLIENT. NATURALPS will not use CLIENT’s tailor-made formulas for any other customer.
  • CLIENT can acquire the ownership of the formula after signing a specific R&D contract in which case all relevant formula data will be transferred to CLIENT. NATURALPS keeps the property of the formula sold until paid in full.

4. CONDITIONS PER SERVICE

BULK ORDER

The price per KG mentioned on the offer includes:

  • Purchase (except for Free Issued Raw Material in agreement with CLIENT) and storage of raw material
  • Production of the bulk
  • Filling in drum and labelling
  • Quality control (as defined in clause 10)
  • Palletizing with stretch-wrapping, labelling of pallet
  • Providing Invoice + Packing List

BULK + FILLING ORDER

The price per unit mentioned on the offer includes:

  • Purchase (except for Free Issued Raw Material in agreement with CLIENT) and storage of raw material
  • Production of the bulk
  • Filling & assembling of agreed packaging elements (all Free Issued and provided by CLIENT)
  • Codification of packaging
  • Packing in grouping Cartons (1 label per grouping Carton)
  • Quality control (as defined in clause 10)
  • Palletizing with stretch-wrapping, labelling of pallet
  • Providing Invoice + Packing List

FULL-SERVICE ORDER (BULK + FILLING + PACKAGING)

The price per unit mentioned on the offer includes:

  • Purchase (except for Free Issued Raw Material in agreement with CLIENT) and storage of raw material
  • Production of the bulk
  • Packaging (provided by NATURALPS) (except for Free Issued Packaging in agreement with CLIENT)
  • Filling and assembling in agreed packaging
  • Codification of packaging
  • Packing in grouping Cartons (1 label per grouping Carton)
  • Quality control (as defined in clause 10)
  • Palletizing with stretch-wrapping, labelling of pallet
  • Providing Invoice + Packing List

5. REGULATORY SERVICES AND SPECIAL DOCUMENTS

Regulatory service, documents, certifications to be invoiced separately such as PIF, Safety Assessment, Pre-toxicologist evaluation, GMP Certificate, Free Sales Certificate, Certificate of Origin etc.

6. PACKAGING SERVICES

  • NATURALPS charges a Packaging search fee per packaging element fully reimbursed after receipt of the order.
  • NATURALPS charges separately all costs related to the packaging development: Pre-Production samples, Graphic and Artwork documents, cliché costs, tooling etc.

7. FREE ISSUED PACKAGING QUALITY CONTROL

  • CLIENT should follow NATURALPS Packaging delivery procedures or charges occur.
  • CLIENT must ensure the packaging is delivered in good condition and without defect. An inspection of the packaging can be performed by NATURALPS on demand at CLIENT’s charge.

8. EXTRA SERVICES INVOICED SEPARATELY

  • Parcels sent by Swiss Post priority and any parcel or courier cost sent outside of Europe and Switzerland
  • Travel expenses should the client live outside of Switzerland
  • Filling trial when applicable

9. TESTS ON FORMULA AND PACKAGING

  • Stability tests are performed by NATURALPS free of charge
  • Mandatory tests can be organized by NATURALPS upon request and will be charged to CLIENT: Challenge, Patch, Ocular Irritation, Compatibility on final packaging.
  • Special Tests can be organized by NATURALPS upon request and will be charged to CLIENT: formula efficacy test, hydration, SPF etc.

10. GOODS QUALITY & PRODUCT GUARANTEE

NATURALPS uses sub-contractor facilities that are conform to GMP ISO 22716 guidelines for the manufacturing of the products developed for CLIENT.

NATURALPS guarantees the quality and compliance of delivered products with physico-chemical specifications and bacteriological control according to ISO16140 (< 100 CFU/g) on a period of 36 months for finished conditioned products from bulk production date under the following conditions:

  • Sell unit packaging not opened
  • Product kept from exposure to direct sunlight
  • Transport and local storage under a temperature between 4°C and 30°C / moisture content < 40%
  • Hygienic conditions compatible with normal practice and common sense
  • When filling is done by CLIENT (GMP ISO 22716), filling of the bulk in final container must be done within 6 months from bulk production date. The drums containing the bulk must not be opened and the bulk must be filled in 1 time.

11. STORAGE

Storage of packaging and goods in cool and dry conditions on demand and at the charge of the CLIENT. Finish Goods pick-up deadline is max. 1 month from the date mentioned on the Delivery Note. Once this period has passed, storage fees will occur. After 12 months of storage without payment of these storage costs, the goods stored by NATURALPS are considered as “abandoned”. NATURALPS has the right to deal with these goods or destroy them, even if partially paid by CLIENT.

12. CLIENT RESPONSIBILITY

CLIENT is legally responsible for the registration of the products developed by NATURALPS and for putting them on the market. If the product’s safety is proven by the tests (challenge, patch, ocular irritation) the CLIENT will not be able to proceed legally against NATURALPS. No compensation may be asked by the CLIENT to NATURALPS. Moreover, CLIENT is legally responsible for providing and checking the information printed on all primary and secondary packaging.

13. REMAINDER OF STOCK

On special request of the CLIENT, NATURALPS may purchase raw materials and/or packaging exceeding the needs of the CLIENT order which will be charged to CLIENT.

14. PRICES

Prices are quoted in the currency mentioned on offer ex-works and excluding VAT. The VAT rate applicable will be the legal rate in force on the products’ date of invoice. Should the price change because of modifications from CLIENT or unforeseen events, economic reasons, tax reasons in particular the cost of labor, taxes, raw materials, and energy, NATURALPS will readjust the price. The prices indicated on our order acknowledgments, proforma invoices or price offers have a 3-month validity period from document issue date.

15. PAYMENT TERMS

Invoices must be paid by CLIENT in compliance with the conditions mentioned on the price offer. In case of a delay in payment a penalty will be required by law, without formalities, from the first day of delay and until full payment based on a rate equal to 1.5%.

16. ORDERS & CANCELLATION

An order is considered accepted and confirmed after the agreed down payment has been received. No order cancellation or modification will be possible, except where there is acceptance on our part. In any case, CLIENT undertakes to take delivery of quantities produced in full before cancellation or modification of the order.  In case CLIENT stops the collaboration at any time, no refund will be done by NATURALPS.

17. DEADLINES & DELIVERY

Manufacturing lead times are given for reference only and do not give CLIENT the right to cancel the sale, to refuse the delivered goods or to claim damages and interest. The lead time depends mainly on the delivery date of the packaging and of the Raw Material. A final goods ready date can be given once all packaging and raw material have been received at the warehouse. NATURALPS will inform the customer immediately in case of delay. No penalty will be considered.

18. DELIVERY TOLERANCE

The quantity delivered to CLIENT may vary by +/- 10% from ordered quantity. The differences within these tolerances found at the time of the delivery cannot lead to a final refusal of the delivery and payment of the manufactured quantities. If packaging is Free Issued, CLIENT must deliver 5% more packaging than the quantity on order and immediately advise NATURALPS of any under delivery which can result in loss of bulk which will be charged to CLIENT.

19. CLAIMS

Any complaint about the non-conformance of goods must be submitted in writing within 2 days of receipt. After this time, the products delivered will be deemed as compliant with the order in quality and quantity.

20. LIABILITY

In the case of manufacturing defect recognized by both parties, NATURALPS’s responsibility is strictly limited to the replacement of the defective products. NATURALPS’s liability will not be engaged in the case of the misuse of the products. NATURALPS’s obligations shall be suspended by law and without formality, and NATURALPS’s liability relieved, in the case of events such as: fire, any work stoppage whatsoever, lock-out, flood, epidemic, war, requisition, riot, frost, lack of raw materials, tooling accident, lack of fuel or electrical energy, interruption or delay in transportation, impossibility or difficulty of importation or exportation, impossibility as a result of rules or administrative decisions, temporary downtime of machine or tooling necessary for the execution of order occurring at NATURALPS’s premises or at any of the suppliers or sub-contractors, serious deficiency of NATURALPS’s suppliers, political, catastrophic and non-transfer risk,  as well as any unforeseen circumstances arising after the contract has been concluded and which prevent its fulfillment in the normal conditions by NATURALPS.

21. CONFIDENTIALITY

CLIENT acknowledges and accepts that during the term of this contract and after the termination of the above mentioned, the customer will respect the confidentiality agreement here attached.

Any question regarding these General Conditions of Sale, together with the sales it governs, which have not been covered by the present contractual stipulations, shall be governed by Swiss Law, at the exclusion of any other law and of any rules that conflict with the law. For any dispute relating to the implementation of the sales contract or the payment of the price, as well as a difference of interpretation of the above terms and conditions, the Tribunal of Vevey will have sole jurisdiction.

Montreux , Version 18.10.2022