Private Label Agreement

Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties." Purchaser shall include all subsidiaries, affiliates, partners, and third party beneficiaries to the terms of this Agreement

Purpose of the Agreement

Purchaser wishes to purchase bulk cosmetic products manufactured by Seller for re-sell for Purchaser's own company. Seller has agreed to provide such services according to the terms of this Agreement.

Terms

Services

Seller shall provide Purchaser with the following services and/or products ("Services"):

Seller manufactures and sells custom and stock cosmetic bases for private label for Purchasers that wants to resell the products under their own brand. Purchaser wishes to purchase and sell cosmetic products provided by BC Labs LLC in combination with packaging provided approved and authorized by Purchaser. Purchaser acknowledges that all stock formulas and cosmetic bases, processes or property developed by BC Labs LLC under this agreement are still the sole property of BC Labs LLC. All formulas developed by BC Labs LLC will remain under the ownership of BC Labs LLC and all rights will be retained by BC Labs LLC.

 

Product Information

Due to variations when combining ingredients, it is normal to see slight variations in color, scent and viscosity as the raw material ingredients may vary from production depending on ingredient suppliers. Products that leave the lab will be considered properly manufactured whether or not there is a color, viscosity or scent variance of any degree. Other natural variations can be climate related and temperature regulated and should be mitigated by the Purchaser. BC Labs LLC is not responsible for the effects of weather conditions during periods when the product is outside the control of BC Labs LLC. It shall be the Purchaser’s sole responsibility to mitigate the effects of temperature, humidity, and weather during shipment of products and storage of products at facilities other than BC Labs LLC. BC Labs LLC is the sole owner of all stock formulas or variation of stock formulas and will NOT be available for purchase.

Samples

Samples. Seller strongly recommends that Purchaser tests out the trial sample kit to ensure that Purchaser is happy with product. BC Labs LLC is not responsible for bulk ordering of products without sample testing prior to bulk purchase.

Cost, Fees and Payment

Cost. The prices at which BC Labs LLC sells and Purchaser shall purchase the Private Label Products as of the date of this Agreement are set forth in the Purchaser Invoice, future invoices, or as noted on the BC Labs LLC website. All invoices must be paid 100% in full BEFORE production of products begin. Invoices must be paid in full within 24 hours or the order request will be cancelled. Prices are subject to change without prior notice including but not limited to any increases in the actual cost to BC Labs LLC of the ingredients, packaging, labels, and/or raw materials used in the manufacture of the products. All invoices, deposits or payments are subject to acceptance by BC Labs LLC and once accepted cannot be refunded, returned, credited, exchanged, or cancelled for any reason. Acceptance is defined as the receipt by BC Labs LLC of an order, private label manufacturing agreement and full invoice payment by Purchaser. Purchaser agrees to pay in full for all private label bulk products. All applicable taxes, duties or other charges shall be paid by Purchaser in additional to all fees, prices, and expenses, invoiced by BC Labs LLC. Purchaser agrees to the Total Cost of the order invoice. Purchaser authorizes and approves all charges for the Total Cost of the order invoice via the payment method that the Purchaser chooses. Upon Purchaser signing this agreement, Purchaser agrees to all payment terms.

Shipping Terms

Shipping fees may be calculated at the time of shipment. Shipping fees may not be included on Purchasers order invoice. It is the Purchasers responsibility to make provisions for shipping costs that are incurred at the time of shipment. A shipment invoice may be sent out once products are ready to be shipped, Purchaser will have 24 hours to pay the invoice. Failure to pay shipment invoice will result in cancellation of order and no monies previously paid will be refunded. Shipments are sent by UPS as the chosen carrier for BC Labs LLC. It is Purchasers responsibility to ensure that the proper delivery address is on this agreement and on the invoice when required. Undeliverable addresses are not Sellers responsibility or fault. Fees incurred from undeliverable items will be sole responsibility of Purchaser. Damage or loss of product as a result of transit or during transit is not the fault of the Seller.

Defective Products

If Purchaser deems any product defective for any reason, they will have 7 days to submit proof to Seller of the defective products. Seller will then assess the situation as best as possible and discover a solution for the problem for the Purchaser.

 

Communication

Communication. Most if not all communication, not including scheduled phone calls, will be done via email in order to ensure that Seller and Purchaser are both protected from miscommunication. 

 

Turnaround & Timeline

 

Turnaround & Timeline.  All products are made to order so that Purchaser will get the most shelf life out of the products. BC Labs LLC private label production time frame is 6-8 weeks BEFORE the order is shipped out. In some cases, it may be longer depending on inventory levels due to the pandemic. Seller urges Purchaser to purchase enough when placing their order so that they can be stocked up for a while.

 

Other Information

Seller does not offer labeling services of any kind. It is the Purchasers sole responsibility to label their products following all guidelines of the FDA. All products create in the BC Labs LLC lab are created using proper GMP. It is the Purchasers responsibility to remain using proper GMP upon selling their products once they receive them. Purchaser are buying these products at will, BC Labs LLC holds no liability or responsibility for Purchasers bulk purchase.

 

Intellectual Property

Copyright Ownership. Stock formulas for cosmetic bases created are under full ownership of the Seller. Stock formulas are not available for purchase and rights will remain under sole ownership of BC Labs LLC.

Limit of Liability

Liability. Seller cannot and will not be held responsible for any damages to property or for any physical effects, bodily harm, or injury caused by inadequate knowledge or misuse of a product. The information obtained from our site, or services is not intended to diagnose, treat, cure, or prevent any disease. The Purchaser is solely responsible for complying will any and all laws as well as regulations including and not limited to the use of the products/services and intellectual property rights of third parties. Seller strongly recommends purchasing the trial kit to test for evaluation purposes prior to purchasing products in bulk.

Responsibility

Responsibility. It is the Purchasers responsibility that they provide the most accurate and correct information to the Seller in order to complete the project. This includes, but is not limited to,

1. Full Legal Name

2. Address (PO Boxes are not valid.)

3. Phone Number

4. Email

5. Copy of License when required

6. Copy of Credit/Debit Card from Authorized Cardholder when required

 

Cancellation

Cancellation. If Purchaser desires to cancel Services for any reason, Seller will not be obligated to refund any monies Purchaser has previously paid towards the Total Cost.  Purchaser is not relieved of any payment obligations for cancelled Services. Seller reserves the right to cancel services/project at any time for any given reason. In the case that Seller cancels services/project, Purchaser will be excused from any future payment obligations.

 

Impossibility

Force Majeure.Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:

  1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
  2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
  3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism; or
  4. Unavailability of raw materials.

Failure to Perform Services.In the event Seller cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

  1. Immediately give Notice to Purchaser via the Notice provisions detailed in this Agreement; and
  2. Excuse Purchaser of any further performance and/or payment obligations in this Agreement.

General Provisions

Severability.If any portion of this Agreement is deemed to be unenforceable, the remaining provisions of this Agreement remain in full force.

Notice.Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

  1. Email
    1. Seller Email:
    2. Purchaser Email: As listed in online account 

 

Merger.This Agreement constitutes the final, exclusive agreement between the parties relating to Private Label and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendment.The parties may amend this Agreement only by the parties’ written consent via proper Notice.

Effectiveness

This agreement is effective as long as Purchaser remains a customer for BC Labs LLC private label services. This will be the only agreement in effect during the duration of the business relationship unless noted otherwise. Purchaser agrees that this agreement takes effect upon signing and will remain in effect for the duration of the business relationship.

Purchaser has read this agreement in its entirety, and agrees to all aspects of the total cost of project as well as everything outlined in the agreement.