PERFUMARIE MANUFACTURING & SUPPLY TERMS

Effective Date: August 1st, 2021

 

1. ACCEPTANCE OF TERMS

Perfumarie Inc. (“Perfumarie”) operates under the following Manufacturing & Supply Terms (“Terms”).

By submitting a purchase order, approving a quotation or pro forma invoice, remitting a deposit, or otherwise initiating production, the client (“Client”) agrees to be bound by these Terms.

These Terms govern all manufacturing services and expressly supersede and reject any conflicting or additional terms proposed by Client, including in any purchase order or other document, which shall have no force or effect unless expressly agreed in a written agreement signed by Perfumarie.

2. SCOPE OF SERVICES (TURNKEY ONLY)

Perfumarie provides manufacturing services exclusively for turnkey finished goods (“Turnkey Products”) where Perfumarie controls:

• Fragrance formulation

• Product formulation (if applicable)

• Component sourcing (unless otherwise agreed in writing)

• Filling, assembly, and production

• Final finished goods delivery

3. LIMITATION OF RESPONSIBILITY

Perfumarie assumes responsibility only for Turnkey Products.

If Client elects to:

• Use third-party manufacturers

• Supply components, packaging, or raw materials

• Modify formulas or production processes

• Separate formulation from production

then Perfumarie’s role is strictly limited to consulting or advisory services, and Perfumarie shall have no liability whatsoever for:

• Product performance or stability

• Manufacturing defects

• Regulatory compliance

• Packaging or component failure

• Shelf life or degradation

4. ORDERS & PRODUCTION

4.1 Purchase Orders & Deposits

All production must be initiated by:

• • Written Purchase Order or approved pro forma invoice

  • Minimum 50% deposit

Perfumarie has no obligation to begin production without both.

4.2 Pricing Validity & Adjustments

All pricing is valid for 14 days unless otherwise stated.

Due to volatility in raw materials, tariffs, and logistics:

• • Pricing may change prior to deposit

  • Deposits secure production only upon receipt

  • Confirmed orders may be subject to raw material adjustments where necessary

4.3 Lead Times

Lead times are estimates (typically 8–12+ weeks) and subject to:

• • Raw material availability

  • Global supply chain conditions

  • Production scheduling

Perfumarie is not liable for delays outside its reasonable control.

5. COMPONENTS & PACKAGING

5.1 Perfumarie-Sourced Components

Perfumarie assumes responsibility for compatibility and performance only for components it sources and approves.

5.2 Client-Supplied Components

If Client provides any components (including vessels, pumps, closures, labels, or packaging):

• • Client assumes full responsibility for compliance, compatibility, and performance

  • Perfumarie may test but does not guarantee results

  • Perfumarie reserves the right to reject any supplied components

6. PAYMENT TERMS

• 50% deposit required to initiate production

• Balance due prior to shipment or within agreed terms (maximum NET 15)

• Late payments accrue 1.5% per month

Perfumarie reserves the right to:

• Suspend production

• Withhold shipment

• Reallocate production capacity for overdue accounts.

7. QUALITY & WARRANTY

Perfumarie warrants only that Products:

• Conform to agreed specifications at time of shipment

• Are manufactured in accordance with industry standards

Except as expressly stated, all Products are provided “as is", and Perfumarie disclaims all other warranties, including fitness for a particular purpose or long-term performance.

Perfumarie products are only warranted when manufactured, stored, and handled under Perfumarie-controlled conditions.

8. INTELLECTUAL PROPERTY & FORMULA RIGHTS

All fragrance formulas (“Formulas”) developed by Perfumarie are proprietary, confidential trade secrets of Perfumarie, as is standard practice within the fragrance industry.

Client is granted a limited, exclusive, non-transferable, revocable license to use the approved Formula solely in connection with its branded products manufactured by Perfumarie.

8.1 Restrictions

Client may not, without prior written consent from Perfumarie:

• Disclose, replicate, or reverse engineer the Formula

• Provide the Formula to any third party

• Manufacture products using the Formula outside of Perfumarie-controlled production

• Use the Formula in any unauthorized application

8.2 Third-Party Manufacturing

Any use of the Formula outside of Perfumarie-controlled manufacturing is strictly prohibited and voids all warranties, representations, and performance obligations.

8.3 Retained Rights

Perfumarie retains all rights, title, and interest in:

• Formulation methods and structures

• Ingredient compositions and sourcing

• Manufacturing processes

• Technical know-how

No transfer of ownership is granted.

8.4 Revocation of Rights

The license granted herein may be revoked if Client:

• Fails to remain current on payments

• Breaches these Terms

Upon revocation, Perfumarie may reuse, adapt, or commercialize the Formula.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

Perfumarie shall not be liable for:

• Indirect, incidental, or consequential damages

• Loss of profits, revenue, or business

• Misuse, improper storage, or third-party handling

Perfumarie’s total liability shall not exceed:

the amount paid by Client for the specific product batch giving rise to the claim.

10. ORDER CANCELLATION

Client may not cancel orders once production has commenced.

Client is responsible for:

• Completed goods

• Work in progress

• Materials procured or committed

Deposits are non-refundable once production begins.

11. FORCE MAJEURE

Perfumarie shall not be liable for delays or failure to perform due to events beyond its control, including:

• War, tariffs, or trade restrictions

• Supply chain disruptions

• Labor shortages

• Natural disasters

• Transportation delays

12. GOVERNING LAW

These Terms shall be governed by the laws of the State of New York.

13. ENTIRE AGREEMENT

These Terms constitute the entire agreement governing manufacturing services unless superseded by a written agreement signed by both parties.

Client acknowledges that it has not relied on any representations, statements, or agreements not expressly set forth in these Terms.