Terms and Conditions

Terms and Conditions for Business Customers, Effective as of January 2025

§1 Scope

(1) The following General Terms and Conditions (GTC) apply exclusively to all deliveries and services provided by Cosmetic Service.
(2) Any deviations from these terms—in particular the application of the client’s terms and conditions of purchase—require express written confirmation from Cosmetic Service.

§2 Offers and Conclusion of the Contract

(1) Offers from Cosmetic Service are subject to change. Prices are valid only upon written confirmation from the managing director and one project manager or two project managers.
(2) An order becomes binding only upon written confirmation from Cosmetic Service. Verbal agreements are effective only if they have been confirmed in writing by Cosmetic Service.

§3 Order Quantities

(1) Unless otherwise specified in writing, the agreed order quantity is to be considered an approximate figure. Deviations of up to 10% in either direction are permitted. This also applies to partial deliveries.

§4 Formats and RHBs

(1) If the Client specifies the procurement of packaging, packaging components, and raw, auxiliary, and operating materials (RHBs), the Client is obligated to accept and pay for the entire order.
(2) Cosmetic Service assumes no liability for the quality and condition of these materials.

§5 Prices and Payment Terms

(1) All prices are exclusive of applicable sales tax and excise tax.
(2) Invoices are due immediately upon delivery without any deductions, unless otherwise agreed in writing.

§6 Customs Duties

(1) For deliveries to non-German territories, the customer shall bear all applicable customs duties and is responsible for their clearance.

§7 Due Date, Default, Set-off, and Right of Retention

(1) In the event of late payment, Cosmetic Service is entitled to charge interest on late payments at the statutory rate and to suspend further deliveries.
(2) The right to set off or withhold payment applies only to counterclaims that are undisputed or have been legally established.

§8 Retention of Title

(1) The delivered goods remain the property of Cosmetic Service until full payment has been made.
(2) The customer hereby assigns to Cosmetic Service, by way of security, any claims arising from the resale of the goods subject to retention of title.

§9 Solvency

(1) If, after the contract is concluded, it becomes known that the Client’s financial situation has significantly deteriorated, Cosmetic Service may require advance payment or security.
(2) If the Client fails to comply with this request, Cosmetic Service may withdraw from the contract.

§10 Delivery Times

(1) Delivery times are not binding unless otherwise expressly agreed.

§11 Changes to the Order

(1) If the customer requests changes after the order has been placed, the delivery period shall not begin until Cosmetic Service has provided written confirmation. Minor deviations in dimensions, content, weight, and color caused by Cosmetic Service are permitted within the scope of customary commercial tolerances.

§12 Shipping

(1) Shipping is at the customer’s expense and risk.
(2) If carriage paid delivery has been agreed, Cosmetic Service will bear the freight costs to the destination. In this case, incidental costs such as handling fees, freight receipts, etc., are to be borne by the customer. At the customer’s request, freight insurance may be arranged; any resulting costs are generally to be borne by the customer.

§13 Packaging Materials

Packaging costs will be billed separately unless otherwise agreed.

§14 Liability for Defects

(1) The quality of the delivered goods shall be deemed accepted as soon as a sample has been approved in writing via email, fax, or letter.

(2) If a sample approval inspection is conducted, Cosmetic Service assumes no liability for defects that the client could have identified through a careful inspection.

(3) In the event of identified defects, Cosmetic Service shall be liable in accordance with statutory provisions, at its discretion, either by rescinding the contract, reducing the purchase price, or providing a replacement, provided that the defective goods are returned to Cosmetic Service.

(4) Cosmetic Service’s liability for damages arising from defects is governed by § 15.

(5) Claims for defects shall be barred either upon the expiration of the shelf life of the contracted products or no later than 12 months after their delivery, whichever occurs first.

§15 Liability

(1) Cosmetic Service shall be liable without limitation for intentional acts and gross negligence, as well as for damages resulting from injury to life, limb, or health.
(2) In cases of slight negligence, liability is limited to foreseeable, typical damages.
(3) Liability for indirect damages, lost profits, or consequential damages arising from defects is excluded to the extent permitted by law.
(4) Events of force majeure release Cosmetic Service from its obligation to perform.

(5) Cosmetic Service provides support with regulatory filings and offers advice on chemical, technical, and process-related matters. Advice is provided to the best of our knowledge and belief. We cannot assume any liability or guarantee for the accuracy of the advice provided or for the consequences thereof.

(6) All claims for damages and reimbursement of expenses against Cosmetic Service are subject to a statute of limitations of 12 months following delivery of the goods. In cases of tortious liability, the statute of limitations begins 12 months after knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and the identity of the debtor. This does not apply to cases of strict liability, liability for injury to life, limb, or health, the assumption of a warranty of quality, or the fraudulent concealment of a defect.

§16 Force Majeure

(1) Events of force majeure, including but not limited to strikes, operational disruptions, shortages of raw materials, or government intervention, which are beyond Cosmetic Service’s control, shall release Cosmetic Service from any contractual obligations. In such cases, Cosmetic Service shall be entitled to withdraw from the contract in whole or in part without the Client being entitled to claim damages as a result.

§17 Retention and Losses

(1) Cosmetic Service shall be liable for damage to or loss of the client’s own materials only in cases of gross negligence or willful misconduct.

Section 18: Confidentiality

(1) Both parties agree to maintain confidentiality.
(2) Exceptions apply to information that is already in the public domain or that must be disclosed due to legal requirements.

§19 Jurisdiction, Place of Performance, and Governing Law

(1) The place of jurisdiction and performance is Frankfurt am Main, provided that the client is a merchant, a legal entity under public law, or a special fund under public law.
(2) German law applies.

§20 Final Provisions

(1) If any provision of these terms is invalid, the validity of the remaining provisions shall remain unaffected.

Cosmetic Service, LLC
Eppertshausen
The Management