Personal Care Products Terms and Conditions
In the event Client is selling personal care products, including but not limited to cosmetics (“Products”), the following terms and conditions shall apply:
1. Client shall, and shall procure that its affiliates, contractors, agents and any other third parties involved in the supply chain of the Products prior to the transfer of title to the Products from Client to Flow shall, at all times comply with applicable product safety regulations applicable to each country where Client anticipates selling its Products. For example, for sales into the UK and/or the EU such regulations include but not limited to the EU Cosmetics Regulation 1223/2009, amendments made to EU Cosmetic Regulation 1223/2009 by UK (EU Exist) Regulation 2019 and the [UK Cosmetics Products (Enforcement) Regulations 2013], as amended from time to time. Client shall create, document, maintain, and execute a stability program based on recommended guidelines from local regulatory bodies (at the manufacturing level).
2. Client warrants for each Product that:
a. the labelling on the Product complies with applicable law;
b. the label (or packaging or a securely affixed label or enclosed information leaflet, if allowed by applicable legislation) contains the following information that is accurate and up to date at the time that title to the Product passes from Client to Flow:
i. a full list of the ingredients contained in theProduct;
ii. the date of minimum durability / indication of how long the products will last once opened;
iii. the country of origin;
iv. a batch number or reference;
v. the nominal content by weight or volume based on applicable units of measurements;
vi. the registered name and address of the Responsible Person of EU and UK, where applicable;
vii. name and address of the manufacturer or distributor
viii. the function of the cosmetic product; and
ix. the warnings and precautionary safety information as applicable.
c. the language requirements have been met for the destination market for each Product;
d. none of the ingredients in the Product are banned or otherwise restricted in their country of destination;
e. the Product has not been tested on animals;
f. the Product has not expired (passed the date of minimum durability);
g. all regulatory guidelines for the manufacture of the Product have been followed;
h. all claims have been approved and substantiated as required by local law of each SelectedCountry (as defined below);
i. if required, the manufacturing facilities have been properly audited, certified, and are up to date on their facility permits and licenses; and
j. for sales into the EU and UK Client is timely filing all reports related to the REACH/ECHA regulations of allowed tonnage level per year.
3. Client shall supply Flow with any special storage or transport conditions for the Products, and if Client is using Flow’s logistics rate card, then Client shall provide Flow with not fewer than 30 days’ prior written notice to enable Flow to make suitable arrangements to transport theProducts.
4. Client shall not be permitted to sell any Product into any Selected Country that deems such Product to be a medication (OTC). One example is selling any product with SPF into Australia. Client shall fully indemnify and hold Flow harmless for all costs, expenses, damages related to any such sales whether foreseeable or not, whether direct or indirect.
5. Client shall supply to Flow any information or documentation (a) that Flow requires to verify compliance with these PersonalCare Products Terms and Conditions, (b) that illustrate each Product’s compliance with local laws and to enable Flow to respond to enquiries by national regulators, and (c) immediately upon any change regarding each Product, including but not limited to country of origin, manufacturer (if different fromClient), and manufacturing country.
6. Client acknowledges and accepts that it is placing the Products on the market in each country either specifically selected, or, if utilizing a regional or worldwide setting, each country not excluded, in console (each a “Selected Country”), and Client is responsible to comply with all laws, rules, regulations and similar obligations in each such Selected Country. This includes but not limited to sales into the EU and its obligations as a manufacturer as defined under the EU Cosmetics Regulation1223/2009, amendments made to EU Cosmetic Regulation 1223/2009 by UK (EU Exist) Regulation 2019 and the [Cosmetics Products (Enforcement) Regulations 2013] (as amended from time to time). Client shall appoint and maintain at its own cost a responsible person (including, but not limited to Responsible Person as defined under EU Cosmetics Regulation1223/2009, amendments made to EU Cosmetic Regulation 1223/2009 by UK (EU Exist) Regulation 2019 and the [Cosmetics Products (Enforcement) Regulations 2013] (as amended from time to time) for each Product placed on the market for each Selected Country. Client shall inform Flow of the identity (name, address, contact details, company number) of each Responsible Person prior to turning on the applicable country in Console.
7. Client shall ensure that it mandates the responsible person to comply with its obligations under local law, including requiring the responsible person to check and monitor that:
a. the Products have undergone the required safety assessments;
b. the Products have been notified on the relevant regulatory portal;
c. the Responsible Person has access to the ProductInformation File at an address in the UK and at an address in the EU, where applicable (and any similar file in any Selected Country.
8. For the avoidance of doubt, Client shall be fully liable to Flow for Client's acts and omissions and the acts and omissions of the Responsible Person(s).
9. Client shall inform Flow in case of any adverse event, safety alert, investigation, enforcement or a recall occurs in relation to any product sold. Client shall fully indemnify and hold Flow harmless for all costs, penalties, damages related to any of such events.
