T&C of TEMMENTEC AG

Temmentec AG is a corporation established under Swiss law and specialised in developing, producing and filling cosmetic products as well as technical specialities. Exclusively the General Terms of Temmentec AG shall apply to the contractual relationship with our customers. Differing or supplementing general terms and conditions of our customers are not accepted, even if we do not explicitly object to them in individual cases.
These General Terms are supplemented by our offer and our confirmation of the order, respectively, as well as any individual written agreement with the customer. Stipulations differing from these General Terms are valid only if contained in the aforementioned documents and herewith reserved.

Temmentec AG reserves the right to change these General Terms at any time. The applicable version of the General Terms is the one that is valid at that time.

The offers of Temmentec AG are non-binding and thus may be revoked by us at any time. Any order of the customer is an offer to enter into an agreement, irrespective of whether the order was given in response to a prior offer on our part or as an initial inquiry by the customer.

An order may be accepted by Temmentec AG within (10) working days. A contract is concluded not until the written confirmation of the order or the unreserved delivery of the ordered products by Temmentec AG. Notifications by facsimile or e-mail comply with this requirement for written form.

All information, documents and data provided by Temmentec AG to the customer in the context of the contractual relationship will remain our property, including any and all intellectual property rights in respect thereof. In particular, this also applies to any written documents marked as "confidential". The customer must not disseminate any such information, documents or data to third parties without the explicit written consent of Temmentec AG.

All new intellectual property rights and know-how which arise from the collaboration between the contracting parties shall exclusively be vested in Temmentec AG. Small alterations/adjustments to formulations provided by the customer are excluded and the rights regarding the marginally altered/adjusted formulations remain with the customer.

The formulations remain the property and in the ownership of Temmentec AG, unless otherwise agreed in writing.

The Formulas and contract performance by Temmentec AG will be in accordance with the applicable Swiss and EU legislation.

Temmentec AG assumes no further warranty or liability. In case of exports, the customer has to inform Temmentec AG about any special or deviant regulations and to request us specifically to make the necessary adaption.

The customer is responsible for compliance with all legal requirements (domestic and foreign) concerning the formulations or the materials and/or packaging supplied to Temmentec AG by the customer. The customer is further responsible for any announcements to the consumers, even if formulations developed by Temmentec AG are concerned (product descriptions, product promotions etc.).

It is the customer’s responsibility, where required, to prepare a Product Information File (PIF) or to commission Temmentec AG with its preparation separately.

Temmentec AG will manufacture the products in accordance with the applicable Swiss and European legislation (Kosmetikverordnung [VKos]; Regulation EC No 1223/2009). Moreover, Temmentec AG will manufacture the products according to Cosmetics Good Manufacturing Practices (GMP) – ISO 22716 and ISO 9001.

Accordingly, Temmentec AG is not in a position:
-          to produce and fill products in accordance with FDA/OTC regulations;

-          to provide any documents required for products manufactured according to drug GMP; and

-          to perform stability tests according to FDA/OTC regulations.

Sun protection products manufactured by Temmentec AG must hence only be sold in markets which are exclusively subject to European and Swiss regulations, respectively. You are not allowed to the sell our sun protection products in markets with differing legislation such as USA, Canada and Australia. With regard to this case, any liability of Temmentec AG is excluded.

In the event that extraordinary circumstances or events not attributable to Temmentec AG (e.g. shortage of raw materials, strikes, delays on the part of suppliers etc.) prevent or delay the delivery of the products or lead to increases in production costs, Temmentec AG reserves the right, without any obligation to compensate, to withdraw from the contract all or in part by issuing immediate written notification to the customer, unless the customer accepts the delivery delays or price increases caused by the above-mentioned conditions.

Expenses that have been incurred by advance performance and/or contracts with suppliers (such as provision of raw materials, packaging) are to be borne by the customer.

Unless otherwise agreed, Temmentec AG’s prices are net, exclusive of VAT, and payments shall be made within 30 days after receipt of the respective invoice.

Not included in the prices is any preparation of a Product Information File (PIF). It is the responsibility of customer, where required, to make or commission Temmentec AG to make a PIF on customer’s own account.

In case of customer’s inability to pay or non-adherence to the agreed terms of payment, Temmentec AG is entitled, after first notice, to halt any pending deliveries to the customer all or in part and to withdraw from the contract without liability of compensation. Claims for damages of Temmentec AG are reserved.

Unless otherwise agreed, Temmentec AG delivers the products on FCA CH-3454 Sumiswald (ICC Incoterms 2020) basis. In the event of an alternative agreement in an individual case of Ex Works (EXW) Sumiswald (ICC Incoterms 2020), the customer shall pick up of the products within five (5) working days after notification of the product delivery. The customer shall bear the full risk of transport and the transport costs.

Time of delivery are to be agreed for each order separately.

Variations of the ordered quantity of products up to 10% do not qualify as deficiency and cannot be rejected. The actually delivered quantity will be invoiced.

Until full payment for all current claims is received, the products remain the property of Temmentec AG. Temmentec AG is entitled to initiate a corresponding entry in the retention of title register.

In case, despite the agreed retention of title, the property of the products is transferred from the customer to a third party, the customer assigns by way of security to Temmentec AG all resulting claims against the third party.

For each change of production scheduling due to delayed delivery and/or delayed clearance of materials (raw materials, components) supplied by the customer, Temmentec AG charges CHF 500.

Inevitable loss of material (raw materials, packaging materials) in the production process are at the expense of the customer.

As raw materials and packaging materials are to be procured in minimum quantities and/or defined size of trading units, remainder of stock may occur. Temmentec AG will charge the customer any remainder of stock after having completed production or at a later date.

Temmentec AG stores finished products up to five (5) working days at no charge. After this period, storage costs will be invoiced.

The costs for storage of larger quantities of raw materials and/or packaging materials between individual orders are to be borne by the customer.

The customer or any designated recipient of the products must check the products for correctness and condition immediately upon receipt and report in writing any defects to Temmentec AG within ten (10) working days. Otherwise, the delivered products shall be deemed accepted by the customer. Any deficiencies not reasonably detectable in time shall be notified by the customer in writing within five (5) working days as from the day of discovery thereof. In the absence of a timely written notification, the products shall be deemed accepted.

All written notifications of deficiencies need to state the reason for complaint, the order number, batch number and invoice number. Please also submit respective samples.

Temmentec AG shall not be liable for deficiencies that derive from raw materials and/or packaging materials supplied by the customer or procured by Temmentec AG from third parties according to the costumer's instructions or from the costumer's specifications.

Temmentec AG's liability for breach of contract, in particular for defective products or indirect or incidental damage such as operating loss etc., shall be limited to damage resulting from unlawful intent or gross negligence.

Moreover, to the extent permitted by law, Temmentec AG excludes any contractual or non-contractual liability. Liability for auxiliary persons is excluded.

Each contracting party shall maintain during the contractual relationship adequate liability insurance covering any loss, which may result under the contract.

The customer accepts that Temmentec AG processes data required for or resulting from the business relationship for the purpose of executing the contract, subject to the data protection legislations applicable in Switzerland.

These General Terms may be drawn up in German and English. In case of deviations, the German version shall take precedence.

The invalidity or unenforceability of any provision or part of a provision of these General Terms shall not affect the validity of the other provisions. Invalid or unenforceable provisions shall be substituted by valid and enforceable provisions which come as close as possible to the invalid/unenforceable provisions' economic purpose.

These General Terms and the contract between the customer and Temmentec AG, respectively, shall be governed by the substantive Swiss law, without giving effect to (i) the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and (ii) its rules on conflict of laws.

The place of payment and performance (the latter only for customers with registered seat or residence abroad) as well as exclusive jurisdiction is at the registered domicile of Temmentec AG. Alternatively, Temmentec AG has the right to request the customer to appear before any other court having legal jurisdiction.

Version: 17.07.2024