General Terms & Conditions

BioCosmetics Germany

General Terms and Conditions

Private Label & White Label Contract Manufacturing

BioCosmetics Germany, P7 2–3 · 68161 Mannheim · Germany · Last updated: May 2026

Table of Contents

§1 Scope
§2 Offers and Conclusion of Contract
§3 Scope of Services and Project Basis
§4 Customer’s Duties to Cooperate
§5 Formulas and Development
§6 Samples, Approvals and Deviations
§7 Prices, Payment and Cancellation
§8 Delivery and Transfer of Risk
§9 Storage and Call-Off
§10 Retention of Title
§11 Warranty and Notice of Defects
§12 Liability and Default Interest
§13 Product Liability and Marketability
§14 Confidentiality
§15 Data Protection
§16 Batch Records and Documentation
§17 Force Majeure
§18 Final Provisions

 

§1. Scope

  1. These General Terms and Conditions apply to all offers, deliveries and services provided by BioCosmetics Germany in the field of cosmetic contract manufacturing, in particular Private Label and White Label projects.
  2. Contractual partners are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Contracts with consumers are excluded.
  3. Deviating terms and conditions of the customer shall not apply unless expressly confirmed in writing. This also applies if BioCosmetics Germany performs delivery without reservation while being aware of the customer’s terms and conditions.
  4. Individual agreements shall take precedence over these General Terms and Conditions.
  5. These General Terms and Conditions shall also apply in their respective version as a framework agreement for future contracts with the same customer. BioCosmetics Germany shall inform the customer of any changes; the amended version shall apply from the next follow-up order.

§2. Offers and Conclusion of Contract

  1. Offers made by BioCosmetics Germany are non-binding and subject to change unless expressly marked as binding in writing.
  2. A contract is concluded only upon written order confirmation, signed pro forma invoice or written production approval.
  3. A signed pro forma invoice shall be deemed a binding order.
  4. All documents, formulas, concepts, calculations, designs and samples created by BioCosmetics Germany remain the intellectual property of BioCosmetics Germany, provided they were developed exclusively by BioCosmetics Germany. Documents, designs or concepts supplied by the customer remain the property of the customer.
  5. BioCosmetics Germany is entitled to require the signing of a confidentiality agreement, including annexes, before starting development or production services.

§3. Scope of Services and Project Basis

  1. The subject of the service is the development and/or manufacture of cosmetic products in accordance with the individually agreed specification.
  2. Manufacturing is carried out in accordance with Regulation (EC) No. 1223/2009 on cosmetic products and taking into account the GMP principles according to ISO 22716.
  3. Minimum quantities, packaging, formula status, prices, delivery times and special requirements are determined individually for each project.
  4. A development service does not automatically oblige the customer to place a production order.
  5. A specific commercial success, in particular market success, resale success or acceptance by end customers, is not owed.

§4. Customer’s Duties to Cooperate

  1. The customer is responsible for trademark rights, product names, designs, texts, claims, print data and the legal admissibility of all content supplied by the customer.
  2. The customer is responsible for the content of labels, packaging, advertising materials and other sales documents, provided these have been supplied or approved by the customer.
  3. Packaging, raw materials, designs or other materials supplied by the customer are not checked by BioCosmetics Germany for intellectual property rights, trademark rights, patents, design rights or competition law admissibility.
  4. Delays caused by missing, late or incorrect cooperation by the customer shall be borne by the customer; agreed delivery and production deadlines shall be extended accordingly.
  5. If the customer does not respond for more than 30 days despite being requested to do so, the project may be paused or terminated. Costs already incurred shall be reimbursed.

§5. Formulas and Development

  1. Standard formulas, base formulations, manufacturing processes and internal know-how remain the exclusive property of BioCosmetics Germany.
  2. Individual developments are charged separately and require a written agreement.
  3. Disclosure of formulas to the customer is generally excluded unless expressly agreed in writing.
  4. Exclusivity of a formula or formulation requires a separate written agreement and may be linked to minimum purchase quantities, contract terms or separate remuneration.
  5. BioCosmetics Germany is entitled to develop similar or comparable formulations for other customers unless written exclusivity has been agreed.
  6. Industry-standard base formulas, standard combinations of cosmetic active ingredients and generally known formulation principles remain part of the unrestricted know-how of BioCosmetics Germany.

§6. Samples, Approvals and Deviations

  1. Samples serve as a reference and do not constitute a guarantee of absolutely identical reproducibility in series production.
  2. Natural or production-related deviations in color, consistency, fragrance, viscosity or visual appearance shall not constitute a defect, provided that the quality, safety and usability of the product are not materially impaired.
  3. Upon written approval by the customer, the production basis shall be bindingly confirmed.
  4. Changes after approval may result in additional costs and postponement of delivery dates.
  5. Production-related excess or short deliveries of up to 10% shall be deemed contractually compliant and shall be invoiced or credited accordingly.

§7. Prices, Payment and Cancellation

  1. All prices are net prices plus the applicable statutory value-added tax.
  2. Development, sample, analysis, documentation, packaging, labeling and special services are charged separately unless expressly included in the offer.
  3. Unless otherwise agreed, the following payment structure applies: 50% down payment upon order placement and 50% before production begins.
  4. In the event of late payment, BioCosmetics Germany is entitled to suspend ongoing services until the outstanding amount has been paid in full.
  5. In the event of project cancellation by the customer, all costs incurred up to that point, in particular development, samples, raw materials, packaging, working time and third-party services commissioned, shall be borne in full by the customer.
  6. Raw materials, packaging or third-party services already procured or commissioned shall be invoiced to the customer in full.
  7. In the event of late payment, default interest in the amount of 9 percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB shall be owed. In addition, a default fee of EUR 40.00 may be charged pursuant to Section 288 (5) BGB.

§8. Delivery and Transfer of Risk

  1. Delivery dates are binding only if they have been expressly confirmed in writing as binding.
  2. Delivery times depend on the customer’s timely cooperation and on the availability of raw materials, packaging materials and external suppliers.
  3. Partial deliveries are permitted, provided they are reasonable for the customer.
  4. Unless otherwise agreed, delivery shall be made ex works Mannheim. The risk passes to the customer upon handover of the goods to the customer, the shipping service provider or the commissioned carrier.
  5. Transport, insurance, customs clearance and other ancillary costs shall be borne by the customer unless otherwise agreed in writing.

§9. Storage and Call-Off

  1. Finished goods must be accepted by the customer promptly after notification of completion or readiness for dispatch.
  2. Free storage by BioCosmetics Germany is provided for a maximum of 14 calendar days after notification of readiness for dispatch, unless otherwise agreed in writing.
  3. After expiry of this period, reasonable storage costs may be charged or the goods may become due for immediate acceptance.
  4. After setting a reasonable deadline, BioCosmetics Germany is entitled to store or dispose of goods not accepted by the customer at the customer’s expense if further storage is economically or hygienically unreasonable or unreasonable due to shelf life or minimum durability.

§10. Retention of Title

  1. The delivered goods remain the property of BioCosmetics Germany until all claims arising from the business relationship have been paid in full.
  2. The customer is not entitled to pledge goods subject to retention of title or transfer them as security before full payment has been made.
  3. The customer hereby assigns to BioCosmetics Germany, by way of security, all claims arising from the resale of goods subject to retention of title.

§11. Warranty and Notice of Defects

  1. The delivered goods must be inspected by the customer immediately upon receipt pursuant to Sections 377 and 381 of the German Commercial Code (HGB).
  2. Obvious defects must be reported in writing within 14 calendar days after receipt of the goods. Hidden defects are subject to the statutory period from discovery. Timely dispatch of the notice of defects is sufficient to meet the deadline.
  3. In the event of a justified notice of defects, BioCosmetics Germany shall, at its discretion, remedy the defect or provide a replacement delivery.
  4. Natural or production-related deviations pursuant to §6 do not give rise to warranty claims.
  5. Claims for defects shall become time-barred no later than 12 months after delivery or upon expiry of the agreed shelf life, whichever occurs earlier, to the extent legally permissible.

§12. Liability and Default Interest

  1. BioCosmetics Germany shall be liable without limitation in cases of intent and gross negligence.
  2. In cases of slight negligence, BioCosmetics Germany shall only be liable for breach of essential contractual obligations and only for typical, foreseeable damages.
  3. Liability for indirect damages, loss of profit or economic consequential damages is excluded to the extent legally permissible.
  4. Liability is limited in amount to the net value of the respective order, to the extent legally permissible.
  5. No liability exists for advertising statements, labels, designs, trademarks, product names, claims or other content supplied by the customer.
  6. To the extent legally permissible, BioCosmetics Germany shall not be liable for infringements of intellectual property rights arising from formulas, formulations, concepts, texts, logos, print data or other materials supplied by the customer.

§13. Product Liability and Marketability

  1. The customer is the person placing the product on the market within the meaning of Regulation (EC) No. 1223/2009 on cosmetic products, provided that the customer appears on the product as the responsible person or brand, or if this has been contractually agreed.
  2. The customer is responsible for correct labeling, advertising statements, brand presentation, product communication and the legal admissibility of the product presentation, unless these services have been expressly assumed by BioCosmetics Germany.
  3. CPNP notification, safety assessment, PIF, label review or other regulatory services are owed only if expressly commissioned in writing.
  4. BioCosmetics Germany shall not be liable for violations of regulatory requirements caused by the customer after handover of the goods or by changes initiated by the customer.
  5. The customer shall indemnify BioCosmetics Germany against third-party claims arising from a breach of statutory provisions, intellectual property rights or labeling obligations attributable to the customer.

§14. Confidentiality

  1. All non-public information of both contracting parties shall be treated confidentially and used exclusively for the agreed project purpose.
  2. This includes in particular formulas, manufacturing processes, raw material sources, suppliers, prices, calculations, production data and business strategies of both parties.
  3. Disclosure to third parties is only permitted if it is necessary for the performance of the project and the third party has been bound to confidentiality.
  4. Exceptions apply to information that is publicly known, was already known to the recipient before conclusion of the contract or was lawfully obtained from third parties.
  5. The confidentiality obligation applies for a period of 5 years after termination of the cooperation. Formulas, manufacturing processes and business know-how remain protected beyond this period as long as they do not become publicly known.
  6. The use or disclosure of confidential information to competitors or third parties remains prohibited.

§15. Data Protection

  1. BioCosmetics Germany processes personal data of the customer exclusively for the purpose of contract performance and in accordance with the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
  2. The collected data, in particular name, contact details, company data and payment data, is stored only for as long as necessary for contract processing or for fulfilling statutory retention obligations.
  3. Personal data is transferred to third parties only insofar as this is necessary for contract performance, for example to logistics service providers, payment service providers, tax advisors or authorities, or where there is a legal obligation.
  4. Further information on data processing is provided in the privacy policy of BioCosmetics Germany on the website.
Subject to the statutory requirements, the customer has the right to access, rectification, erasure, restriction of processing and data portability. Requests may be sent to contact@biocosmetics-germany.de.

§16. Batch Records and GMP Documentation

  1. BioCosmetics Germany creates internal batch and manufacturing documents for production batches in accordance with its operational quality processes and taking into account ISO 22716.
  2. Batch records and production documentation are retained by BioCosmetics Germany for an appropriate period.
  3. Upon written request, the customer may receive access to batch-related information concerning the customer, provided that a legitimate interest, such as a product recall or authority request, is demonstrated and no trade or business secrets of BioCosmetics Germany conflict with such access.
  4. BioCosmetics Germany is entitled to retain reference samples of each batch for quality assurance purposes for an appropriate period.
  5. Internal tests, laboratory analyses, formula data, manufacturing records and other internal documents of BioCosmetics Germany are considered trade and business secrets. There is no entitlement to the disclosure of complete internal documents unless this has been expressly agreed in writing or is legally mandatory.

§17. Force Majeure

  1. Events of force majeure temporarily release BioCosmetics Germany from its obligation to perform for the duration of the disruption, without giving rise to claims for damages.
  2. Force majeure includes in particular supply shortages, raw material shortages, official measures, statutory prohibitions, natural disasters, epidemics, pandemics, energy failures, IT attacks, strikes and operational disruptions for which BioCosmetics Germany is not responsible.
  3. BioCosmetics Germany shall inform the customer of the occurrence of such an event and, where possible, of its expected duration. If the event lasts longer than 8 weeks, both parties are entitled to withdraw from the contract.

§18. Final Provisions

  1. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Mannheim, provided that the customer is a merchant.
  3. Amendments and additions to these General Terms and Conditions must be made in writing. Digital agreements, in particular by e-mail or electronic signature, are deemed equivalent to written form to the extent legally permissible.
  4. If individual provisions of these General Terms and Conditions are or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected.

 

BioCosmetics Germany · P7 2–3, 68161 Mannheim · Last updated: Jan 2026 · All information subject to legal changes