Terms and Conditions (T&C) for Business Customers, effective as of December 2025, of cse cosmetic solutions europe GmbH (CSE)

 

• §1 Scope

(1) The following General Terms and Conditions (GTC) apply exclusively to all deliveries and services provided by CSE to business customers as defined in Section 14 of the German Civil Code (BGB).
(2) Any deviations from these terms—in particular the application of the customer’s terms and conditions of purchase—require express written confirmation from CSE.

 

• §2Offers and Conclusion of Contracts, Prices

(1) Offers from CSE are binding but subject to change with regard to prices, availability, and delivery times. Prices are valid only upon written confirmation by the managing director and one project manager or two project managers.
(2) An order becomes binding only upon written confirmation by CSE. Verbal agreements are effective only if they are confirmed by

CSE has been confirmed in writing.

 

• §3Order Quantities

Unless otherwise specified in writing, the agreed order quantity is to be considered an approximate figure. Deviations of up to 10% in either direction are permitted. This also applies to partial deliveries.

 

• §4Formats and RHBs

(1) If the Client specifies the procurement of packaging, packaging components, and raw, auxiliary, and operating materials (RHBs), the Client is obligated to accept and pay for the entire order.
(2) CSE assumes no liability for the quality and condition of these materials.

 

• §5Prices and Payment Terms

(1) All prices are exclusive of applicable sales tax and excise tax.
(2) Invoices are due immediately upon delivery without any deductions, unless otherwise agreed in writing.

 

• §6Customs Duties

For deliveries to non-German territories, the client is responsible for paying all applicable customs duties and for handling the customs clearance process.

 

• §7Due Date, Default, Set-off, and Right of Retention

(1) In the event of late payment, CSE is entitled to charge interest on overdue payments at the statutory rate and to suspend further deliveries.
(2) The right to set off or withhold payment applies only to undisputed or legally established counterclaims; this does not apply to counterclaims arising from the same contractual relationship.

 

• §8Retention of Title

(1) The delivered goods remain the property of CSE until full payment has been made.
(2) The customer hereby assigns to CSE, by way of security, any claims arising from the resale of the goods subject to retention of title.

 

• §9Solvency

(1) If, after the conclusion of the contract, it becomes known that the Client’s financial situation has significantly deteriorated, CSE may demand advance payment or security.
(2) If the Client fails to comply with this request, CSE may withdraw from the contract.

 

• §10 Delivery Times, Delivery

(1) Delivery times are not binding unless otherwise expressly agreed.

(2) Delivery is ex works (EXW according to Incoterms).

(3) If the client requests shipment, the client shall bear all costs. Transportation insurance will be purchased only at the client’s express request and at the client’s expense.

 

• §11 Changes to the Order

If the customer requests changes after the order has been placed, the delivery period shall not begin until CSE has provided written confirmation. Deviations in dimensions, content, weight, and color caused by CSE are permitted within the scope of customary commercial tolerances.

 

• §12 Shipping

(1) Shipping is at the customer’s expense and risk.
(2) If carriage paid delivery has been agreed, CSE shall bear the freight costs to the destination. In this case, incidental costs such as handling fees, freight receipts, etc., shall be borne by the customer. At the customer’s request, freight insurance may be arranged; any resulting costs shall generally be borne by the customer.

• §13 Packaging Materials

Packaging costs will be billed separately unless otherwise agreed.

• §14 Liability for Defects

(1) The quality of the delivered goods shall be deemed accepted as soon as a sample has been approved in writing via email, fax, or letter.

(2) If a sample inspection is conducted, CSE shall not be liable for defects that the client could have identified through a careful inspection.

(3) The customer or the recipient designated by the customer must inspect the goods immediately upon receipt. Upon discovery of defects, the use and processing of the defective item must be discontinued immediately. Obvious defects—including the absence of quality guarantees—must be reported in writing immediately, but no later than 7 days after receipt of the goods; hidden defects must be reported in writing immediately, but no later than 7 days after their discovery. If the client fails to inspect the goods or to report defects in the proper form and within the prescribed time limit, the client shall have no claims for defects. The timeliness of the notification depends on the time of its receipt by CSE.

(3) In the event of identified defects, CSE shall be liable in accordance with statutory provisions, at its discretion, either by rescinding the contract, reducing the purchase price, or providing a replacement, provided that the defective goods are returned to CSE.

(4) CSE’s liability for damages arising from defects is governed by § 15.

(5) Claims for defects shall be barred either upon the expiration of the shelf life of the contracted products or no later than 12 months after their delivery, whichever occurs first.

• §15 Liability

(1) CSE shall have unlimited liability for intentional acts and gross negligence, as well as for damages resulting from injury to life, limb, or health.
(2) In cases of slight negligence, liability is limited to foreseeable, typical damages.
(3) Liability for indirect damages, lost profits, or consequential damages arising from defects is excluded to the extent permitted by law.

(4) CSE provides support with regulatory filings and offers advice on chemical, technical, and process-related matters. Such advice is provided to the best of our knowledge and belief. We cannot assume any liability or guarantee for the accuracy of the advice provided or for the consequences thereof.

(5) All claims for damages and reimbursement of expenses against CSE are barred by the statute of limitations 12 months after delivery of the goods. In cases of tortious liability, the limitation period begins 12 months after knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and the identity of the debtor. This does not apply to cases of strict liability, liability for injury to life, limb, or health, the assumption of a warranty of quality, or the fraudulent concealment of a defect.

• §16 Force Majeure

(1) “Force majeure” means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations under the contract, provided that the party affected by the impediment proves that:

(a) this obstacle is beyond its reasonable control; and

(b) it was not reasonably foreseeable at the time the contract was concluded; and

(c) the effects of the obstacle could not have been reasonably avoided or overcome by the affected party.

(2) Unless proven otherwise, the following events affecting a party are presumed to satisfy the requirements set forth in paragraph 1(a) and (b) of this clause:

(i) War (whether declared or undeclared), hostilities, attack, acts of foreign enemies, or large-scale military mobilization;

(ii) civil war, civil unrest, rebellion, and revolution; a military or other seizure of power; insurrection; acts of terrorism; sabotage; or piracy;

(iii) currency and trade restrictions, embargoes, sanctions;

(iv) lawful or unlawful acts of government, compliance with laws or government orders, expropriation, seizure of works, requisition, nationalization;

(v) plague, epidemic, pandemic, natural disaster, or extreme natural event;

(vi) explosion, fire, destruction of equipment, prolonged disruption of transportation, telecommunications, information systems, or power;

(vii) general labor disputes such as boycotts, strikes, and lockouts, work-to-rule, and the occupation of factories and buildings.

(3) A party that successfully invokes this clause shall be released from its obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract as of the time when the impediment renders performance impossible, provided that notice is given without delay. If the notice is not given immediately, the exemption shall take effect from the time the notice reaches the other party. If the effect of the claimed impediment or event is temporary, the consequences set forth above shall apply only for as long as the claimed impediment prevents the affected party from performing the contract. If the duration of the claimed impediment results in the parties being deprived to a significant extent of what they were entitled to expect under the contract, each party shall have the right to terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

 

• §17 Retention and Losses

CSE shall be liable for damage to or loss of the client’s own materials only in cases of gross negligence or willful misconduct.

 

• Section 18: Confidentiality

(1) Both parties agree to maintain confidentiality.
(2) Exceptions apply to information that is already in the public domain or that must be disclosed due to legal requirements.

(3) Offers, drawings, and cost estimates provided by CSE may not be reproduced or disclosed without CSE’s prior written consent.

 

• §19 Jurisdiction, Place of Performance, and Governing Law

(1) The place of jurisdiction and performance is Offenbach, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law. However, CSE is also entitled to bring an action against the Client at the Client’s general place of jurisdiction.
(2) German law applies.

 

• §20Partial Invalidity

If any provision of this agreement is invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a provision shall apply that, within the limits of what is legally permissible, most closely approximates the economic intent of the invalid clause. The same applies in the event of any gaps in the agreement.

 

• §21The German version prevails

These Terms and Conditions shall be interpreted in accordance with German law. If the legal meaning of a translation differs from the legal meaning in German, the German meaning shall prevail.

• §22Supplementary Terms and Conditions for Brokerage Services

(1) CSE also provides brokerage services, i.e., CSE selects third parties and recommends them to the client for the development, manufacture, filling, packaging, etc., of cosmetic products (manufacturers). In such cases, the manufacturing agreement is concluded exclusively between the client and the manufacturer. CSE is not a party to the manufacturing agreement and does not perform any manufacturing services itself.

(2) CSE offers the following services in particular: needs assessment, requirements profile, manufacturer/supplier search and selection, solicitation and comparison of bids, coordination of sampling and approvals, scheduling and logistics coordination, support with regulatory processes (excluding legal advice), distribution, sales, etc. The exact scope of services is determined by the client’s order.

(3) In the case of brokerage services, CSE is not obligated to deliver a specific product or result, but rather to provide a service (best-effort search, selection, and coordination).

(4) CSE is entitled to select as a manufacturer a company affiliated with CSE pursuant to § 15 et seq. of the German Stock Corporation Act (AktG) (CSE Group). The manufacturer’s affiliation with the CSE Group does not affect CSE’s obligation to make a proper selection. This selection is based on objective criteria (quality/GMP certification, technical suitability, capacity, price/performance, adherence to deadlines, etc.). The client remains free to choose another manufacturer.

(5) CSE is entitled to disclose all necessary information (e.g., specifications, artwork, forecasts) to the manufacturer for the purpose of providing its services (preparing quotations, processing samples and orders, quality assurance, etc.).

(6) For brokerage services and related services, the Client shall pay the agreed-upon compensation, either a service fee or a commission (e.g., a flat fee, project-based, a percentage of the net contract value, or a retainer). The fee is due upon reaching defined milestones (e.g., approval samples/initial production), at the latest upon conclusion of the production contract with the manufacturer.

(7) The manufacturer ships the goods directly to the client at the client’s expense and risk. At the client’s request, CSE will coordinate the shipment.

(8) Claims for defects in the goods may be asserted exclusively against the manufacturer. CSE supports the client and coordinates the reporting of defects (CAPA) without assuming any liability of its own.

(9) The Client agrees not to directly commission the manufacturers designated by CSE for similar projects during the business relationship and for a period of 12 months thereafter, thereby bypassing CSE. In the event of a breach of this provision, the Client shall be liable to pay a contractual penalty. This penalty shall amount to at least EUR 5,100.00. However, CSE may set a higher amount, which shall be determined on a case-by-case basis. In such a case of individual determination of the contractual penalty, the Client has the option of having the appropriateness of the penalty reviewed by the competent court. CSE reserves any further rights in each individual case, in particular further claims for damages as well as the option to terminate the business relationship or the underlying contracts for good cause.

cse cosmetic solutions europe, LLC

Offenbach am Main

The Management