Terms and Conditions

 Terms and Conditions for Manufacturing Services

These Terms and Conditions ("T&Cs") govern the provision of manufacturing services by Art of Perfume Manufacturing Limited ("Supplier") to businesses ("Client"). By placing an order or engaging the Supplier, the Client agrees to be bound by the following terms:

  1. Definitions
  • Supplier: Art of Perfume Manufacturing Limited, the manufacturer of perfume-related products.
  • Client: The business engaging the Supplier to manufacture perfume-related products on its behalf.
  • Goods: The perfume-related products manufactured by the Supplier according to the Client's specifications.
  • Agreement: The contract formed between the Supplier and the Client based on these T&Cs.
  1. General Provisions

These T&Cs apply to all manufacturing services provided by the Supplier to the Client unless otherwise expressly agreed in writing by both parties.

  1. Manufacturing Standards and Compliance
  • The Supplier is responsible only for the manufacturing process and is not responsible for ensuring the Goods comply with the legal or regulatory requirements of the Client’s country or region of sale or distribution.
  • The Client is solely responsible for ensuring that the final product, including the Goods manufactured by the Supplier, complies with:
    • Safety regulations
    • Labelling laws
    • Health and environmental standards
  1. Client’s Legal Responsibilities
  • The Client warrants that it will comply with all applicable laws, regulations, and standards in its region when selling or distributing the Goods manufactured by the Supplier.
  • The Client is responsible for obtaining all necessary licenses, permits, and certifications required for the sale, distribution, or marketing of the Goods.
  1. Indemnity

The Client agrees to indemnify and hold harmless the Supplier and its employees or agents from any liabilities, claims, damages, or costs arising from:

  • The Client’s failure to comply with applicable laws and regulations.
  • Improper handling, marketing, sale, or distribution of the Goods.
  • Claims made by third parties related to the Goods after delivery to the Client.
  1. Limitation of Liability
  • The Supplier’s liability for any loss or damage arising from the manufacturing services provided shall be limited to the value of the service rendered under the relevant order.
  • The Supplier shall not be liable for indirect, special, incidental, or consequential damages, including loss of profits or goodwill, even if such damages were foreseeable.
  1. Returns and Warranties
  • The Supplier will remake or rectify any defective Goods if such defects are reported within 7 days from delivery.
  • The Supplier does not warrant the fitness of the Goods for a specific purpose unless explicitly stated in writing.
  • Any alterations or modifications to the Goods by the Client void any warranty or rectification rights.
  1. Force Majeure

The Supplier shall not be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, war, or government regulations.

  1. Risk and Title
  • Risk in the Goods passes to the Client upon delivery.
  • Since the Supplier only manufactures the Goods, title to any Goods produced remains with the Client upon delivery or any other transfer agreed in writing.
  1. Termination

The Supplier reserves the right to terminate or suspend manufacturing services if the Client breaches these T&Cs or any applicable laws and regulations.

  1. Confidentiality

The Client agrees to maintain confidentiality concerning all business-related information, including product formulations, processes, pricing, and any proprietary methods used by the Supplier, and not to disclose such information to third parties without the Supplier’s prior written consent.

  1. Dispute Resolution

Any disputes arising from this Agreement shall be resolved through negotiation between the parties in the first instance. If the dispute cannot be resolved through negotiation, the parties agree to submit to binding arbitration or to the jurisdiction of the courts of England and Wales, depending on the nature of the dispute. This Agreement is governed by and construed in accordance with the laws of England and Wales.

  1. Governing Law

This Agreement and any related claims shall be governed by and construed in accordance with the laws of UK

  1. Amendments

The Supplier reserves the right to amend these T&Cs, with changes taking effect upon posting on the Supplier’s website or being otherwise communicated to the Client.

  1. Entire Agreement

These T&Cs, along with any written agreements, invoices, or order confirmations, form the entire Agreement between the Supplier and Client, superseding prior agreements or understandings, whether written or oral.

  1. Formation of Contract

The Client’s acceptance of the Supplier’s quotation or placement of an order for manufacturing services constitutes acceptance of these T&Cs. Any purchase order or request that contradicts these terms will not be binding unless specifically agreed to in writing by the Supplier.

  1. Order Process

Orders for manufacturing services must be submitted in writing, and the Supplier reserves the right to accept or reject any order at its discretion. An order is confirmed upon the Supplier issuing a written confirmation.

  1. Stock Inspection and Acceptance
  • The Client is responsible for inspecting the Goods upon receipt and must notify the Supplier of any defects, discrepancies, or shortages within 7 days of delivery.
  • Failure to notify within this period will result in the Goods being deemed accepted by the Client as conforming to the contract, and the Client waives any rights to claim for defective Goods.
  • After the inspection period has lapsed, the Supplier is not liable for any defects, and the Client assumes full responsibility for the Goods, including storage, handling, and further distribution or use.
  1. Insurance

The Client is encouraged to maintain insurance for product liability, covering claims arising from the sale or distribution of the Goods manufactured by the Supplier.

  1. Compliance Audit

The Supplier reserves the right to request evidence that the Client has complied with relevant laws, such as safety certifications, on a periodic basis.

  1. Client-Supplied Stock or Materials

Client Responsibility:
If the Client provides any stock, raw materials, or components (the "Client-Supplied Materials") for use in the manufacture or packaging of the Goods, the Client shall be solely responsible for ensuring that the Client-Supplied Materials meet all required specifications, quality standards, and legal requirements.

No Quality Control by Supplier:
The Supplier shall not be responsible for inspecting, testing, or conducting quality control on any Client-Supplied Materials unless specifically instructed to do so in writing by the Client, and any such inspection or testing shall be at the Client’s expense.

Liability for Defects:
The Supplier shall not be liable for any defects, faults, or non-compliance in the final Goods that arise from the use of defective, substandard, or non-compliant Client-Supplied Materials.

Instruction for Quality Control:
If the Client requires the Supplier to conduct quality control on Client-Supplied Materials, the Client must provide specific instructions in writing, and any additional costs associated with such inspection or testing will be borne by the Client.

  1. Consequential Loss

The Supplier shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of opportunity, or loss of goodwill, arising from or in connection with the manufacturing services provided, even if the Supplier has been advised of the possibility of such damages.

  1. Payment Terms

For new Clients, full payment is required upfront prior to the commencement of any manufacturing services. For existing Clients with an established payment history, unless otherwise agreed in writing, the Client shall pay all invoices issued by the Supplier within 30 days of the invoice date.

Payment must be made in the currency specified on the invoice and to the bank account designated by the Supplier. The Supplier reserves the right to withhold delivery of Goods or suspend services if payment is not received in full by the due date.

  1. Consequences of Non-Payment

If the Client fails to make any payment by the due date, the Supplier reserves the right to:

  • Charge interest on overdue payments at the prevailing Bank of England interest rate per annum, calculated daily from the due date until full payment is received
  • Suspend the manufacturing services or withhold delivery of any Goods until payment is received.
  • Terminate any current orders or agreements without liability for any losses incurred by the Client because of such termination.
  • Pursue legal action to recover the outstanding amount, including any legal costs and expenses incurred by the Supplier.