All orders are only accepted by Cosmiko (a trading division of Stuart Hirst Limited) subject to these terms which form part of the contract of sale. Unless otherwise agreed in writing signed on behalf of Cosmiko these terms override any other terms.
A binding contract comes into place on receipt of an order from the Customer which may be an email, fax or official document. The order and these Standard Terms of Sale constitute the whole agreement between the parties and replace any earlier contracts or agreements. The order includes completion of formulation, design of printing and artwork for the goods within the specification in the order form but which may not be finished at the time the order is signed.
1. SPECIFICATION OF GOODS
1.1 Save as specified in writing in the order form materials and manufacture of the goods are at the discretion of Cosmiko.
1.2 The suitability of the goods for any particular purpose is at the Customer’s risk unless specifically stated in the order form. No specific ingredients or formula is agreed unless specified in the order form.
1.3 Cosmiko agrees to deliver goods of satisfactory quality for the purposes of section 14 of the Sale of Goods Act 1979 in accordance with any description stated in the order form and any samples supplied save for minor defects. Such minor defects do not justify rejection of the goods.
2.1 All quotations are valid for 30 days from date of issue and are subject to changes in raw materials costs. Unless shown prices quoted exclude VAT at prevailing rates and delivery.
3.1 All orders must be paid for in full before delivery on receipt of the invoice from Cosmiko (‘pro-forma invoice’) unless otherwise agreed in writing in the order form. V.A.T. where applicable, is payable at the rate current at the date of the invoice on goods and services supplied by Cosmiko whether or not included in the order from.
3.2 Where payment has not been received for any goods that have been delivered and invoiced the Customer must pay interest on the sum outstanding from the due date for payment at a monthly interest rate 8.0% above Bank base interest rates per annum, simple interest, plus as additional administrative charge/collection costs of £40.00 for debts up to £999.99 and £70 for debts of £1000-£9999 and £100 for debts above £10,000.
3.3 Where payment has not been received for any goods that have been delivered and invoiced Cosmiko reserves the right to sell any seized, returned or surplus goods wherever and whenever it chooses, to the value of the sum outstanding, plus interest and additional charges.
4.1 All parties shall treat any information on ingredients, formulas, processes, designs, testing methods and test results as Confidential Information and shall not disclose or transfer the Confidential Information, or any part of it, to a third party. In addition the receiving party will limit access to the Confidential Information to such of its employees as are necessary and shall ensure that each employee observes the conditions set out in these terms & conditions.
4.2 Due to the requirements of ongoing contracts, confidentiality and non-disclosure agreements, proprietary and commercially sensitive processes, customers will not be permitted access to any Cosmiko manufacturing facilities.
5.1 Where a delivery date is stated in the order form this is intended only as a guide. Time for delivery is not a term of the contract unless the time for delivery is expressly stated in the order to be essential.
5.2 Cosmiko does not accept liability for any consequential loss arising from non-delivery or delays in delivery of the goods.
5.3 Cosmiko shall be deemed to have fulfilled its contract by delivery of the quantity ordered with a tolerance of plus or minus 10%. The Customer must pay at the contract rate (pro rata) for the actual quantities delivered. Cosmiko reserves the right to deliver the goods in installments.
5.4 The method of carriage is at the discretion of Cosmiko but will usually be via a courier on a pallet . Unless agreed in writing delivery will be a single consignment to one UK mainland address. Special instructions relating to transportation, pallet specification, timed deliveries or labelling not agreed in writing in the order form must be agreed in writing between the parties and will incur extra costs to be paid by the Customer. Please note timed deliveries to Amazon incur an additional delivery charge of £20 + Vat. Customers should organise their own express service to collect orders if required.
5.5 Customers and their agents are responsible for giving the correct contact details and complete delivery address at time of order.
5.6 The delivery address must be on the ground floor, be manned during our standard delivery hours of 08.00-18.00 hrs Monday to Friday for unloading/receiving goods and have no access or parking restrictions. If a Saturday delivery is required any extra cost must be borne by the Customer.
5.7 Cosmiko does not accept liability for any problems arising due to damage through mishandling or incorrect storage of products by the Customer or third-party handling agents appointed by the Customer.
5.8 Neither invoices, packing lists nor copies of delivery notes are given to Customers on delivery. Delivery under ‘plain cover’ is available on request at no extra charge.
6. COMPLAINTS & RETURNS
6.1 Any complaint about goods delivered including claims to reject the goods must be in writing and received by Cosmiko within 7 days from the date of delivery. Liability is excluded for complaints received after this period. In the event of a claim against Cosmiko in respect of defective goods the Company’s liability shall in any event be limited to the cost of any goods actually defective. All liability for any consequential loss for whatever cause is excluded save as prohibited by law.
6.2 Cosmiko does not accept the return of purchased samples or refund the cost under any circumstances. Finished products cannot be returned unless they are defective, subject to the time limits outlined above.
7. TITLE TO GOODS
7.1 Until such time as the goods have been fully paid for, title to the goods remains with Cosmiko, who may, without prejudice to any other legal remedy, repossess any unpaid for goods. Cosmiko reserves the right, without prior notice to the customer, to resell goods which have not been paid for in full on the due date for payment.
7.2 If the Customer defaults in payment in full or in part for the goods Cosmiko and their agents are irrevocably authorised by the Customer to enter the premises of the Customer without notice for the purpose of collecting and removing any of these goods at the buyer’s expense.
7.3 From the time of delivery the goods are at the Customer’s risk. It is for the Customer to arrange adequate insurance cover for this risk until the full title passes to the Customer.
8.1 Where camera ready artwork is not supplied, then it is wholly the Customers’ responsibility to ensure that the artwork is satisfactory before any goods are printed. If requested Cosmiko will give professional help in advising the Customer as to the suitability of their artwork, but accept no responsibility whatsoever in the appearance of the design once it has been printed onto the product, labels or other packaging.
8.2 Digital reproduction/artwork provided is for presentation purposes only and to check for placement, layout, design, type, spelling and approximate colour. Printed products will vary from this digital reproduction as far as colour, texture and achievement of detail, which are dependent upon the surface/substrate to be printed.
8.3 In the case of printed goods such as labels, cartons or instructions, Cosmiko will not accept liability or responsibility for any errors in proofs which have been passed/approved by the Customer verbally or in writing.
8.4 No responsibility is accepted for designs submitted as JPEG/PDF computer files. No responsibility is accepted for design colour descriptions other than by Pantone colour reference, or sample referred to in the order form or otherwise agreed in writing.
8.5 The recommended graphic applications are Adobe InDesign, Photoshop and Illustrator. Files accepted for a good quality print are: tiff, eps, ai, psd.
8.6 We prefer not to print JPEG (.jpg) files because they are often of very poor quality. Please be aware that if you wish us to proceed with artwork given in JPEG/PDF format, the artwork may have to be altered or amended to try and improve print quality. The artwork will have to be manually manipulated and is prone to human errors such as misspelling, wrong artwork alignment, layout changes and font changes. It is the customer’s responsibility to examine the final artwork approval given in great detail to see what has been altered from the customer’s original artwork.
8.7 We recommend Customers to confirm the Pantone colour references on the order form and send a hard copy sample. Please be aware that if you wish us to proceed without specifying a Pantone colour reference for us to match, we retain the right to use our own discretion.
9. SCREENS/CUTTING MASKS & TEMPLATES/SCANNING/POSITIVES/RE-DRAWING
9.1 These are charged as a separate item and are liable for payment in full whether the Customer proceeds with the order or not.
10. COLOUR, CONSISTENCY & FRAGRANCE VARIATION
10.1 Whilst every effort will be made to maintain consistent standards, allowance must be made for some variation in shade of colour, consistency and fragrance from product to product during a production run and between production batches. This limitation applies to product, labels and packaging.
11. COSMIKO WEBSITE
11.1 The description of goods in the Cosmiko website form part of the contract only if the goods are described in the order form by reference to the website or its product codes. Where goods are ordered by reference to the Cosmiko website this refers to the website as at the date the order is signed by the Customer. The website may change from time to time. Although Cosmiko will endeavour to reproduce the appearance including the colours shown on the website the goods may differ in colour or appearance.
12. MANUFACTURING TOLERANCES & FORMULAS
12.1 Variations in formulas permitted by plus or minus 10% for none active ingredients and plus or minus 0.5% for active ingredients. Cosmiko may at its discretion, and without notice, substitute any ingredients providing the change does not affect the efficacy or cost of the finished product. All orders are subject to customary manufacturing tolerances as to volume, width, length, thickness, print registration, label alignment and colour variations. Unless expressly stated in the order containers will be filled to the agreed volume, plus or minus 10%, which may be less than the maximum brim-fill level.
12.2 Where product formulas are supplied by the Customer they must include detailed manufacturing methods such as temperatures, mixing times and speeds plus the names of organisations supplying raw materials, along with relevant product codes. Every effort will be made to match the appearance, texture, feel and performance of any sample supplied, however without all the aforementioned information this cannot be guaranteed.
13.1 The whole terms of this contract are set out in writing in the order form and these standard terms of trade. No other oral or written terms or representations are included, and no liability is accepted for any such terms or representations save that design details for the goods agreed in writing between the parties become part of this agreement.
14. CUSTOMERS’ PROPERTY
14.1 All property supplied to Cosmiko by or on behalf of the Customer will be held at Customer’s risk. Every care will be taken to secure the best results where materials, ingredients or equipment are supplied by Customers, but responsibility will not be accepted for imperfect work caused by defects in, or unsuitability of such materials, ingredients and equipment.
15. INTELLECTUAL PROPERTY & PRODUCT LIABILITY
15.1 All issues as to third party intellectual property rights and product liability in connection with this contract are the responsibility of the Customer. The Customer agrees to indemnify Cosmiko in respect of any product liability claims and liability for infringement of third party intellectual property rights including all legal costs. We strongly recommend that Customers obtain sufficient insurance cover to protect them from claims related to intellectual property and product liability.
15.2 Cosmiko retains all intellectual property rights to the products it manufactures and/or supplies. This includes all designs, formulas and manufacturing processes. Cosmiko does not provide Cosmetic Product Safety Reports (CPSR), or details from the Product Information File (PIF) that it regards as commercially sensitive, to Customers or third parties.
16. COSMETIC REGULATIONS & STANDARDS
16.1 Unless stated all Cosmiko products are designed, manufactured and tested to current regulations in the European Union (EU) only. This includes all product labels and packaging. Although EU regulations are generally accepted in many international markets Cosmiko does not warrant that they meet local regulations and the Customer should not sell them on that basis. Where necessary the Customer should, at their own risk and cost, obtain any necessary approval or certification required to sell Cosmiko products in countries outside the EU. Cosmiko will provide Material Safety Data Sheets (MSDS), plus any additional information as may be required for registration on the European Portal, for each product supplied.
17.1 If the Customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or, being a company, is deemed to be unable to pay its debts or has a winding-up petition issued against him, Cosmiko without prejudice to other remedies shall: 1) have the right not to proceed further with the contract or any other work for the buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to Cosmiko, and, 2) in respect of all the unpaid debts due from the Customer have a general lien on all goods and property of the buyer in the possession of Cosmiko (whether worked on or not) and shall be entitled on the expiration of 14 days notice in writing to the Customer or his successors in title to dispose of such goods or property as Cosmiko thinks fit and to apply the proceeds towards such debts, and account to the Customer for any balance.
18.1 This contract is deemed to be made in England. The construction, validity and performance of this contract shall be governed by the law of England and Wales. Any legal proceedings in relation to this contract shall be pursued in the courts of England and Wales.
19. NOTICES AND SERVICE OF DOCUMENTS
19.1 All notices and any court proceedings may be validly served on the relevant party by delivering a copy in a sealed envelope addressed to the party at that parties address given on the order form and/or at any other business premises at which the party is trading at the date of service. Such service is deemed effective on the next business day after service save that service by Royal Mail is deemed effective on the second business day after posting by First Class post.
19.2 These Standard Terms of Sale apply to all orders placed by Customers from 1 January 2014.