PRIVATE LABEL TERMS & CONDITIONS
Scope of Service
KOTSAF provides private label manufacturing services using its existing cosmetic formulations and production processes. Unless explicitly agreed otherwise in writing, customers purchase a private label version of an existing KOTSAF product and not a custom-developed formulation.
Product Formula Ownership
All formulations, manufacturing methods, technical documentation, product concepts, production processes, know-how, and intellectual property remain the exclusive property of KOTSAF.
No ownership rights are transferred to the customer.
Product Formula
All private label products are supplied using KOTSAF's existing formulas.
Unless otherwise agreed in writing, the formula, fragrance, color, texture, viscosity, performance, and product characteristics remain unchanged.
Branding & Artwork
Customers may apply their own branding, logo, and artwork to approved label areas.
The customer warrants that all submitted logos, trademarks, artwork, designs, images, text, and marketing materials are legally owned or licensed.
KOTSAF shall not be liable for any intellectual property disputes arising from customer-supplied materials.
Artwork Approval
Production shall only commence after written approval of the final artwork proof.
The customer is solely responsible for reviewing and approving:
• Product names
• Logos
• Text content
• Claims
• Contact information
• Barcode information
• Design elements
• Spelling and grammar
Once approved, no corrections can be made and KOTSAF shall not be liable for any errors discovered thereafter.
Regulatory Information
Products remain manufactured under KOTSAF's regulatory responsibility.
Mandatory regulatory information, traceability information, manufacturer information, compliance declarations, batch numbers, and legally required markings may not be removed, altered, covered, hidden, or replaced.
Product Claims
Customers may not make medical, therapeutic, pharmaceutical, misleading, false, or unsubstantiated claims regarding the products.
All marketing claims remain the sole responsibility of the customer.
Minimum Order Quantities
All private label orders are subject to published minimum order quantities.
KOTSAF reserves the right to modify minimum order quantities without prior notice.
Pricing
All prices are exclusive of VAT unless otherwise stated.
Quotations and website prices may be updated without prior notice until an order has been confirmed.
Payment Terms
All private label orders must be paid in full before production begins unless otherwise agreed in writing.
Late payments may delay production and delivery schedules.
Cancellation Policy
Private label products are custom-manufactured goods.
Orders cannot be cancelled once materials, labels, packaging, ingredients, or production capacity have been allocated.
Any cancellation after production has commenced shall remain fully payable.
Returns & Refunds
Private label products are custom-made and are therefore non-returnable and non-refundable.
Returns shall only be considered in cases of verified manufacturing defects.
Production Variations
Minor variations may occur between production batches, including:
• Color
• Fragrance
• Texture
• Viscosity
• Label placement
• Packaging materials
• Printing appearance
Such variations do not constitute defects.
Delivery & Shipping
Delivery dates are estimates only.
KOTSAF shall not be liable for delays caused by:
• Carriers
• Customs authorities
• Suppliers
• Government actions
• Force majeure events
• Material shortages
Risk transfers to the customer upon shipment.
Storage Charges
Finished products must be collected or shipped within fourteen (14) days after completion notice.
KOTSAF reserves the right to charge storage fees for uncollected goods.
Marketplace Sales
Customers are solely responsible for compliance with the requirements of:
• Amazon
• Bol.com
• Walmart
• Retail chains
• Distributors
• Online marketplaces
KOTSAF does not guarantee marketplace approval.
Barcodes
Customers requesting custom barcodes are solely responsible for barcode ownership, GS1 registration, retailer acceptance, marketplace compatibility, and legal compliance.
Confidential Information
All quotations, pricing, technical information, formulations, manufacturing methods, production procedures, and commercial information remain confidential.
Right to Refuse Orders
KOTSAF reserves the right to refuse, suspend, delay, or cancel any quotation, order, project, account, or production request without providing a reason.
Force Majeure
KOTSAF shall not be liable for delays or failure to perform resulting from circumstances beyond its reasonable control.
No Guarantee of Commercial Success
KOTSAF does not guarantee product sales, profitability, customer acceptance, market demand, retailer acceptance, distributor acceptance, or commercial success.
The customer assumes all commercial risks.
Customer Responsibility for Local Compliance
The customer is solely responsible for ensuring compliance with all local laws, import regulations, language requirements, customs obligations, registrations, and legal requirements applicable in the destination country.
Reverse Engineering Prohibited
Customers shall not reverse engineer, analyse, reproduce, replicate, copy, disclose, or attempt to recreate any KOTSAF formula, manufacturing process, technical documentation, or know-how.
Printing & Colour Variations
Minor differences between digital proofs, screen displays, printed labels, packaging materials, and final production output may occur and shall not constitute grounds for rejection, refund, compensation, or cancellation.
Inspection Upon Delivery
Customers must inspect products immediately upon delivery.
Claims regarding quantity shortages, visible defects, transport damage, printing defects, or packaging defects must be submitted in writing within seven (7) calendar days after delivery.
Claims submitted after this period shall not be accepted.
Transport Damage
Transport damage must be documented at delivery and reported directly to the carrier.
KOTSAF shall not be liable for transport damage after shipment has been handed to the carrier.
Chargebacks & Payment Disputes
Customers may not initiate chargebacks, payment reversals, or payment disputes for approved and manufactured private label orders.
Any unauthorized chargeback shall constitute a material breach of contract.
Product Photography & Marketing Rights
KOTSAF reserves the right to photograph and use non-confidential images of products, labels, and packaging for portfolio, promotional, educational, and marketing purposes unless otherwise agreed in writing.
Marketplace Approval Disclaimer
KOTSAF does not guarantee acceptance, approval, ranking, listing, visibility, or continued availability of products on any marketplace or sales platform.
Limitation of Remedies
In the event of a valid claim, KOTSAF may, at its sole discretion:
• Replace the affected products
• Repair the affected products
• Credit the value of the affected products
• Refund the amount paid for the affected products
No additional remedies shall be available.
Maximum Liability
Under no circumstances shall KOTSAF's total liability exceed the invoice value of the affected products.
Exclusion of Indirect Damages
KOTSAF shall not be liable for:
• Loss of profit
• Loss of revenue
• Loss of business opportunity
• Loss of customers
• Loss of goodwill
• Reputational damage
• Marketing expenses
• Recall expenses
• Third-party claims
• Consequential damages
• Indirect damages
Severability
If any provision of these Terms & Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Entire Agreement
These Terms & Conditions constitute the entire agreement between KOTSAF and the customer and supersede all prior discussions, communications, understandings, and representations.
Governing Law
These Terms & Conditions shall be governed exclusively by Belgian law.
Jurisdiction
Any dispute arising from or relating to these Terms & Conditions shall be submitted exclusively to the competent courts of Belgium.