General Terms of Supply

General conditions of supply between

AREADERMA S.R.L., with registered office Baselga di Pinè (Tn) 38042, Via per Trento 16, VAT no. 02054990227, in the person of its legal representative pro tempore, hereinafter referred to as the “Subcontractor”.

and

The “Customer”

Whereas

• The Subcontractor possesses equipment, technical and professional competence for the production of cosmetic products and certain types of medical devices;
• The Subcontractor guarantees that the articles developed and produced by the Subcontractor on behalf of the Customer comply with European Regulation 1223/2009, hereinafter also referred to as the “Regulation”; should the Customer wish to export the products outside the European Union, it shall be the responsibility of the Customer to ensure that they comply with the regulations and requirements of the country of destination;
• The Subcontractor is ISO 22716 nr.15358 certified, which certifies compliance with GMP (Good Manufacturing Practices) and is therefore qualified to develop, produce and package the items mentioned in the previous points as proposed in the offer and defined in the order confirmation;

All of the above, the parties agree as follows

1) Object

The parties agree and acknowledge that these general conditions apply to each purchase order for the execution by the Contractor in favour of the Customer of the supply of cosmetic products, services and performances specified from time to time in the relevant order confirmations.

Considering that the Third Party is competent to produce also some types of Medical Devices, these general conditions shall also apply to the supplies of such devices, in conjunction with the discipline provided for by the specific specifications for the single Medical Device, which shall be prepared and approved by the Parties.

2) Responsible person

The Customer is the Responsible Person who, in the execution of the contract, shall ensure compliance with the national and EU regulations on cosmetic products and shall assume the relevant obligations, also pursuant to Art. 4 and 5 Reg. 1223/2009. In the case of exports outside the EU, it shall always be the exclusive responsibility of the Customer to check the conformity of the product with all the foreign regulations in force, governing the phases of production, authorisation, marketing, etc.

Given that the obligations provided for by Regulation 1223/2009 also include the electronic notification of cosmetic products, prior to their release on the market, on the CPNP (Cosmetic Products Notification Portal), the Third Party declares itself available to perform this service at the price indicated in the offer. To this end, the Customer undertakes to provide the Subcontractor, in good time, with the final graphics and labels of the products in pdf format; the Customer assumes, also pursuant to Reg. 1223/2009, all responsibility for any irregularity, defect and/or dispute connected with the graphics of the packaging and/or labelling of the product.

The Customer also undertakes to promptly inform the Subcontractor of any information in its possession relating to the General Chapter of Cosmetovigilance (Chapter VII° Reg. 1223/2009 – Art. 22 (Control within the Market); art.23(information on serious undesirable effects); art.24 (information on substances) and to collaborate with it in the procedure of data collection and research of the causal link.

The Customer is also aware that the Subcontractor, within the scope of the responsibilities of its work, is covered by a third-party liability policy for any damage caused by the products to the end user, which excludes the countries of the USA, Canada and Mexico from insurance cover. The Customer therefore expressly agrees to waive all guarantees and claims against the Contractor in respect of claims in these countries, and the Customer declares that it shall indemnify the Contractor against all claims of third-party end users in these countries.

3) Product information documentation

The product information documentation may be collected by the Contractor or by the Customer, and the Customer, as the “Responsible Person” pursuant to the Regulations, shall assume all responsibility for its content and completeness.
The Contractor shall be willing to perform this service at the price indicated in the offer and/or order confirmation. If this service is not requested, the collection of the product information documentation (so-called P.I.F., containing all the information envisaged by the applicable national and Community regulations) shall be the responsibility of the Customer and held at the Customer’s premises, which shall be responsible for preparing, filing and consequently updating it (Art. 11 Reg. 1223/2009) as well as making it available to the competent Authorities, if necessary; to this end, the Third Party undertakes to provide the Customer with the documentation necessary to complete the document.

4) Document supply and graphic control service

Upon the Customer’s request for documents necessary for the export of products to non-EU countries, the Contractor will provide, in English, the Declaration of Free Sale, the Certificate of Origin, the List of Ingredients according to the current nomenclature (INCI), the Qualitative-Quantitative Range Formula (showing INCI, CAS number and Function of each substance contained) and the Technical Data Sheet.

The control of the conformity of the graphics of the products referred to in Article 19 of the Regulation is the exclusive responsibility of the Customer, including the characteristics and qualities claimed by the product on the basis of the results of the tests carried out.

5) Properties of the formula

The formula relating to the individual cosmetic products developed and produced by the Third Party on behalf of the Customer is the exclusive property of the Third Party. The Contractor shall use it exclusively for the Customer’s products.

The formula and all information concerning the creation of the products and their composition constitute an industrial secret or in any case confidential information, which the Customer and the Third Party undertake not to disclose, either directly or indirectly. This commitment is undertaken by the Parties also with regard to their employees/collaborators, even on an occasional basis, and shall remain even after the termination, dissolution or termination of the contractual relationship.

6) Changes to the list of ingredients

The List of Ingredients (Art. 19, par. 1. Paragraph g.) relating to the products may be subject to changes not desired by the Subcontractor, due to changes in the technical documentation of raw materials contained therein or legislative adjustments.

The Contractor shall inform the Customer of such changes as soon as possible. The consequent necessary actions to adapt the graphics to the new INCI texts shall be borne exclusively by the Customer.

7) Prohect development

At the Customer’s request, the Third Party declares itself to be available for formulation and sampling procedures of products requested by the Customer, aimed at the production of cosmetic products or certain types of medical devices, which may subsequently become the object of an order by the Customer.

The Customer shall indicate, by means of a specific form to be requested from the Subcontractor, the main directives regarding the types of product requested.

The development of the project is against payment; the amount will be determined by the Subcontractor and cannot be refunded to the Customer under any circumstances, not even if the Customer subsequently decides not to order such products.

The timing of the development shall be agreed between the Parties, it being understood that any subsequent modification of what has been agreed shall also lead to a postponement of the timing.

8) Agreement for the production of eco-organic or other types of cosmetics certified by a third party body

With regard to products certified by a third-party body, the Subcontractor undertakes to comply with the Specifications and the Rules, to receive the officer of the certifying body and to provide him with the information necessary for the performance of the audit; at the request of the body, the Subcontractor also undertakes to inform the Certifying Body about the productions that the Subcontractor will carry out on behalf of the Customer.

9) Stability and compatibility tests and maximum duration of the product

The Customer acknowledges that, in order to verify whether the products are stable over time and are compatible with the chosen packaging, provided they are transported and stored correctly, it is necessary to carry out simulated stability and accelerated compatibility tests.

If these tests are successful, the product will be delivered with a shelf life of up to three years from the date of manufacture, by which time the consumer can be guaranteed safe use of the product.

After the expiry of this period, which is specified as the maximum service life of the product, the Customer may no longer make any claims of any kind against the Contractor.

On the basis of the tests carried out and their evaluation, the Subcontractor undertakes to provide the Customer with the microbiological stability tests of the product (challenge test) and the definition of the PAO.

The Customer acknowledges that, despite the positive outcome of these tests, the product is sensitive to certain physical conditions such as, but not limited to, heat, light, dust, temperature changes.

If the Customer does not consider it necessary to carry out the above tests or cannot wait for the results of the above tests before receiving the finished product, it declares that it accepts all responsibility for the product and, if requested, must sign a separate document of total assumption of responsibility.

10) Traceability

The Customer is obliged to keep and use a programme that allows immediate traceability of the destination of the individual lots supplied by the Third Party.

The Subcontractor is obliged to keep and use a program that allows immediate traceability of the raw materials used for the production of the Customer’s Products, in accordance with the provisions of Regulation 1223/2009 and the Consumer Code (D. Ivo. 206/2005).

11) Order and order confirmation

The client must send a written order, with precise indication of the products requested and the relative quantities; if the order follows an offer from the subcontractor, the order must be compatible with this offer.

Orders must be sent by e-mail to the attention of the sales department.

The Third Party shall communicate its acceptance by means of an order confirmation, indicating the delivery time of the ordered goods, failing which the Third Party shall not have undertaken any supply commitment.

The delivery date communicated is to be understood as indicative and strictly related to the procurement times of the raw materials and packaging, which may also be supplied by the Customer, and therefore the Customer renounces any claim, whether for fulfilment or compensation, based on the failure to comply with the delivery date; except for delays due to force majeure, fortuitous events, unforeseen and unforeseeable events, strikes, delays in supplies by third parties and other similar events, the Customer shall have the right to withdraw from the contract after 120 days from the expiry date indicated in the order confirmation, with the exclusion of cases in which the delay is attributable to the Customer itself; in the hypothesis in which the Customer correctly exercises this right of withdrawal, the Subcontractor shall return any advance payments received, waiving the Customer, in any case, to any other claim.

12) Raw materials and contract packaging

If all or part of the raw materials necessary for the production of the semi-finished products are supplied by the Customer, these, packaged and labelled in accordance with the regulations, must reach the Contractor within the term requested by the same.

Similarly, if all or part of the packaging is supplied by the Customer, it must be received by the Subcontractor within the deadline requested by the Customer.

The Customer takes note of the need for maximum care in sending the material on account of work, informing the Contractor in advance of the exact date of delivery of the material in order to take charge of it; the Contractor reserves the right to reschedule the work if the raw materials or packaging arrive on a date different from that requested by the Contractor, postponing it to a later date, which will be communicated to the Customer.

The Customer shall send the packaging in the quantity sufficient to fulfil the order, increasing it by an adequate quantity (at least 5%) in order to meet the tolerances foreseen by custom and any waste.

The Subcontractor shall have the right to reject larger quantities or to charge the Customer for storage costs, either at the Subcontractor’s premises or at those of third parties.

Obsolete packaging and raw materials that do not meet the legal requirements, do not conform to the requirements, or remain unused when the order is processed shall be returned to the Customer at the Customer’s expense.

At the Customer’s request, the Contractor may provide, together with its offer and/or order confirmation, an estimate of the fees for the supply of raw materials and/or packaging, based on the Customer’s indications.

13) Obsolescence of materials purchased from the third party

The Customer shall purchase at the cost price indicated by the third party all the raw materials and packaging materials owned by the third party and referred to the Products of the Customer that have become obsolete due to changes – also following legislative updates – to the formulation and/or packaging materials necessary for the structuring of the Product. Alternatively, the Contractor may undertake to destroy such materials, subject to agreement with the Customer, who shall reimburse the Contractor for the value of the materials at cost price, increased by the costs sustained for the relative disposal.

14) Prices and terms of payment

The prices applied, their validity and the terms and methods of payment shall be those indicated in the offer and/or in the order confirmation sent by the Contractor.

In the event of a complaint concerning a supply, the Customer shall not be entitled to suspend payment due for other supplies that are not the subject of dispute, nor shall it be entitled to assert any offsets.

Payment of any credit notes issued to the Customer shall be due on the date of payment of the invoice to which the credit note refers. If payment by the Customer has been made in advance, payment of the credit note shall be made by bank transfer within 5 days of the date of the credit note.

15) Delays in payment

Non-payment or delayed payment of overdue receivables shall entail the application of default interest pursuant to Legislative Decree 231/2002, starting from the due date indicated in the invoice; moreover, if the Contractor has to make further deliveries to the Customer, these shall be suspended until the invoices already overdue have been paid in full. The delay in payment, greater than 15 days, shall entail the postponement of the original production and delivery dates to a new date, to be defined on the basis of the production availability of the Contractor, with automatic substitution of the terms previously agreed.

16) Place of delivery and transport costs

The delivery of the products by the Contractor to the Customer shall take place at the Contractor’s premises, in application of the EXW (ex works – ex works) clause; the transport costs and accessory charges, including insurance costs, are therefore the exclusive responsibility of the Customer; with delivery to the carrier, any risk of loss or damage to the goods shall be borne by the Customer.

If the Customer does not collect the goods by the established deadline, the Contractor reserves the right to invoice the costs deriving from the storage of the goods, at the monthly rate of Euro 6 per standard 80*120 pallet base (+VAT).

17) Complaints

Upon receipt of the products, the Customer shall be responsible for verifying that the products correspond in quality and quantity to the order. The terms for reporting defects are those envisaged by the Civil Code in relation to the sale of movable goods, equal to 8 days from delivery.

The Customer shall be obliged to report the non-conformity of the products to the Subcontractor by means of a written, detailed and documented complaint, indicating in each case the product, the defect found, the batch and the date of delivery, which must be sent by PEC or registered mail with return receipt and, if necessary, anticipated by e-mail.

The Customer shall forfeit the right to any guarantee if he fails to comply with the aforementioned terms and formalities.

Any return of the goods must be expressly authorised by the Contractor.

The Customer waives any warranty beyond the maximum duration of the Product pursuant to art. 9.

18) Limitation of indemnifiable damages

If the Contractor’s liability for product defects is ascertained, the compensation due by the Contractor shall not exceed the amount of the agreed consideration for the supply of the specific product, except in the case of fraud or gross negligence. The Contractor shall be entitled to replace defective products, in which case the Customer shall waive all claims for compensation and/or reimbursement of the consideration. Except in the case of wilful misconduct or gross negligence, the Contractor shall not be obliged to pay compensation to the Customer for damages for loss of earnings (so-called loss of profit), for damage to its image and goodwill and, in general, for indirect damages, including the costs that may be sustained to withdraw or recall the products from the market. The Contractor shall not be liable in any way whatsoever for anomalies and/or defects that could have been discovered and/or detected by the Customer using normal diligence upon receipt of the goods, or in the event that the anomalies discovered were the result of the Customer or its suppliers not providing the Contractor with correct or incomplete information.

19) Protection of confidentiality and processing of buyer’s data

The Subcontractor protects the privacy of its customers and guarantees the compliance of the processing of personal data with the provisions of the privacy legislation set out in Regulation (EU) 2016/679 and applicable legislation on the protection of personal data.
The personal and fiscal data acquired by the Subcontractor, the data controller, are collected and processed in the forms and according to the procedures provided for by the Privacy Policy published on the company website.

20) Applicable law and competent court

The supply contract between the Customer and the Contractor is subject to Italian law; for all matters not expressly regulated, the provisions of the Civil Code shall apply.

In the event of disputes between the Parties concerning the interpretation of these general conditions and any contractual clause, the execution and termination of the supply contracts, the Court of Jurisdiction, exclusively and without prejudice to any other Court, shall be the Court of Trento.