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Terms and Conditions of Sale

1. Definitions

  • “Seller” means [Private Label Cosmeceuticals (PLC)], its affiliates, and authorised representatives.

  • “Buyer” means the third-party purchaser identified in the applicable order or quotation.

  • “Products” means the white-label cosmeceutical products (including formulations, packaging, and related materials) supplied by Seller under these Terms.

  • “White Label” means Products manufactured or supplied by Seller that may be branded, labelled, or marketed by Buyer under Buyer’s own trademarks or trade names, subject to these Terms.

  • “Order” means a written purchase order, quotation acceptance, or other written agreement for the supply of Products.

  • “Specifications” means the agreed product specifications, formulations, packaging requirements, and quality standards set out in the Order or any technical data sheet provided by Seller.

2. Scope and Application

These Terms and Conditions apply to all sales of White Label or Private Label Products by PLC either via online sale or by invoice to Buyer. They prevail over any terms proposed by Buyer unless Seller expressly agrees in writing. Acceptance of an Order by PLC constitutes a binding contract on these Terms.

3. Products and Specifications

3.1 Seller shall supply Products that materially conform to the Specifications outlined.
3.2 White-label and Private label Products are supplied for Buyer’s own branding and resale. Seller retains all rights in the underlying formulations, manufacturing processes, and know-how.
3.3 Buyer is solely responsible for all labelling, claims, marketing materials, and packaging artwork that it applies or commissions, and for ensuring such materials comply with applicable laws.
3.4 Seller may make reasonable changes to formulations, packaging, or manufacturing processes provided the Products continue to meet the essential Specifications and Seller gives reasonable prior notice where practicable.

4. Orders, Pricing, and Payment

4.1 Orders are subject to acceptance by Seller and availability. Minimum order quantities, lead times, and pricing will be as stated in the applicable quotation or as stated on the website.
4.2 Prices are inclusive of GST but exclusive of any other duties, shipping, insurance, and any regulatory fees unless otherwise stated. Buyer is responsible for all such charges.
4.3 Payment terms are upon receipt of invoice, unless otherwise agreed in writing.
4.4 Late payments attract interest at 10% per annum and may result in suspension of further deliveries.

4.5 Payment received for an order either by online sales or via invoice indicates the Buyer has checked the order details such as the correct products, sizes, quantities have been ordered before payment was made and accepts full responsibility if any error was made. 

5. Delivery, Title, and Risk

5.1 Delivery terms are at the place stated in the Order or online.
5.2 Risk of loss or damage passes to Buyer.
5.3 Title to the Products passes to Buyer only upon full payment of all amounts due.
5.4 Delivery dates are estimates only. Seller is not liable for delays caused by force majeure, supply chain disruptions, regulatory issues, or Buyer’s failure to provide necessary information or approvals.

6. Quality, Inspection, and Acceptance

6.1 Buyer shall inspect Products promptly upon receipt and notify Seller in writing of any non-conformity within 7 days. Failure to do so constitutes acceptance.
6.2 Seller’s sole obligation for non-conforming Products (if timely notified and verified) is, at Seller’s option, repair, replacement, or refund of the purchase price of the affected Products.
6.3 Seller warrants that, at the time of delivery, Products will conform to the Specifications and be free from material defects in materials and workmanship under normal storage and use. This warranty does not cover misuse, improper storage, alteration by Buyer, or expiry after the stated shelf life.

7. Regulatory Compliance and Claims

7.1 Seller manufactures or supplies White Label/Private Label  Products in accordance with good manufacturing practices applicable to cosmeceuticals, that comply with AICIS and Poisons schedule regulations in the jurisdiction of manufacture, to the extent required for the Products as supplied.


7.2 Buyer is solely responsible for:

  • Ensuring the Products (including final labelling, claims, and packaging) comply with all laws in the territories where Buyer markets or sells them;

  • All product claims, advertising, and marketing statements;

  • Obtaining any necessary notifications, registrations, or approvals; and

  • Handling consumer complaints, adverse event reporting, and recalls in those territories.

7.3 Buyer shall not make any claims about the Products that are false, misleading, or unsupported by adequate evidence, or that position the Products as medicinal/pharmaceutical products unless expressly authorised.

8. Intellectual Property

8.1 Seller retains all intellectual property rights in the formulations, manufacturing processes, know-how, and any generic or proprietary packaging designs supplied by Seller.
8.2 For White Label Products the Buyer is granted a limited, non-exclusive, non-transferable right to use Seller’s Products under Buyer’s own branding for resale, subject to these Terms. For Private Label Products the Buyer is granted exclusive, non-transferable right to use Seller’s Products under Buyer’s own branding for resale, subject to these Terms.
8.3 Buyer shall not reverse-engineer, analyse, or attempt to derive the formulation of the Products except as permitted by mandatory law.
8.4 Each party retains ownership of its own trademarks and trade names. Buyer shall not use Seller’s trademarks without prior written consent.

9. Confidentiality

Each party shall keep confidential all non-public technical, commercial, and business information received from the other party and use it only for the purposes of the contract. This obligation survives indefinitely for trade secrets.

10. Liability and Indemnity

10.1 To the maximum extent permitted by law, Seller’s total liability arising out of or in connection with any Order shall not exceed the price paid by Buyer for the specific Products giving rise to the claim.
10.2 Seller excludes liability for indirect, consequential, special, or pure economic loss (including loss of profit, revenue, or goodwill).
10.3 Buyer shall indemnify and hold Seller harmless against all claims, losses, and costs arising from: (a) Buyer’s labelling, claims, marketing, or use of the Products; (b) Buyer’s breach of these Terms or applicable law; or (c) any product liability claim relating to the finished branded product as marketed by Buyer (except to the extent caused by Seller’s proven non-conformance to Specifications).

11. Term, Termination, and Suspension

11.1 These Terms apply to each Order. Either party may terminate an Order for material breach if not remedied within 30 days of written notice, or immediately for insolvency.
11.2 Seller may suspend supply if Buyer is in arrears or if continued supply would breach law or regulatory requirements.
11.3 Upon termination, Buyer remains liable for all Products ordered or in process and for any outstanding payments.

12. Force Majeure

Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, supply shortages, labour disputes, or regulatory changes.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of Australia. Disputes shall first be attempted to be resolved amicably; failing that, they shall be submitted to the exclusive jurisdiction of the courts of Queensland.

14. General

14.1 These Terms, together with the accepted Order and any agreed Specifications, constitute the entire agreement and supersede prior discussions.
14.2 Amendments must be in writing and signed by both parties.
14.3 If any provision is held invalid, the remainder continues in force.
14.4 Neither party may assign the contract without the other’s prior written consent (except Seller may assign to an affiliate or successor).
14.5 Notices must be in writing and delivered by email with read receipt, courier, or registered post to the addresses stated in the Order.

Buyer Acknowledgement
By placing an Order, Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.

Payment Methods
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