Manufacturing Agreement (Terms and Conditions)
Longevity Labs / Cosmetic Makers
1213 S 30th Ave, Hollywood, FL 33020
GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (the “Terms”) apply to all sales of goods and/or services by Longevity Labs / Cosmetic Makers (“Seller”) to any purchaser (“Buyer”). By placing an order, Buyer acknowledges and agrees to be bound by these Terms. No additional or conflicting terms proposed by Buyer shall be valid unless expressly agreed to in writing by Seller.
1. Effective Date; Applicability
These Terms become effective upon Buyer’s placement of an order with Seller. They supersede any conflicting terms appearing in Buyer’s purchase orders or correspondence and shall govern all transactions between Buyer and Seller.
2. Sale of Goods; Payment Terms
All sales are final and non-cancelable. Payment must be made in U.S. dollars via check, ACH/wire transfer, money order, or cash. Credit card payments incur a 2.8% convenience fee. Unless otherwise agreed to in writing, payment terms require a 50% deposit upon order confirmation and the remaining balance due upon delivery or pickup at Seller’s facility located at 1213 S 30th Ave, Hollywood, FL 33020.
3. Title and Ownership Rights
Title and ownership rights in all merchandise remain vested in Seller until the purchase price is paid in full. In the event of nonpayment, Seller may, at its option, resell the merchandise with Buyer’s branding or trade dress to mitigate damages, and Buyer shall hold Seller harmless from any related claims.
4. Shipping Date; Waiver of Delay
All estimated completion or delivery dates are approximate and depend on the timely receipt of materials and information from Buyer. Acceptance of goods constitutes a waiver of any claim for manufacturing or shipping delays.
5. Freight and Claims
Buyer must arrange for shipping within thirty (30) days of notification of readiness. Seller may charge $18 per standard pallet or $21 per special pallet for packaging and handling. Claims for shortage or damage must be submitted in writing within five (5) days of receipt of goods.
6. Storage Fees
Storage fees of $30 per pallet per month apply to merchandise not shipped or picked up within ten (10) days after notice of completion. After written notice, if Buyer fails to remove merchandise within fourteen (14) days, Seller may dispose of it, and Buyer waives any related claims.
7. No Warranty
All goods are sold 'AS IS.' Seller disclaims all express or implied warranties, including merchantability or fitness for a particular purpose. Manufacturing warranties, if applicable, are valid for 30 days after delivery.
8. Buyer’s Use of Merchandise
Buyer is solely responsible for ensuring that the merchandise is lawfully handled, labeled, and distributed in compliance with all applicable federal, state, and local laws, including FDA and cGMP requirements.
9. Buyer Responsibilities
Buyer shall maintain all required licenses and regulatory approvals. Buyer must store, handle, and distribute products under sanitary and lawful conditions and immediately report any regulatory inspections, recalls, or adverse events to Seller.
10. Limitations of Liability
Seller’s liability shall not exceed the amount received from Buyer for the goods giving rise to the claim. Seller shall not be liable for indirect, consequential, or incidental damages. Buyer agrees to indemnify Seller for claims arising from Buyer’s labeling, marketing, or resale activities.
11. Formulas and Specifications
All formulas, specifications, and data are the property of Seller unless otherwise agreed to in writing. Buyer shall not use, copy, or disclose such materials for competitive purposes and shall indemnify Seller against any intellectual property claims.
12. Indemnification
Buyer agrees to defend, indemnify, and hold Seller harmless from any loss, claim, or expense, including reasonable attorneys’ fees, arising out of Buyer’s actions, representations, or regulatory noncompliance.
13. Venue / Choice of Law
All disputes shall be governed by the laws of the State of Florida. Jurisdiction and venue shall lie exclusively in the state or federal courts of Broward County, Florida.
14. Force Majeure
Seller shall not be liable for delays or failure to perform due to events beyond its control, including natural disasters, labor disruptions, material shortages, or acts of government.
15. Entire Agreement; Severability
These Terms supersede all prior agreements and representations. Any modification must be in writing and signed by both parties. If any provision is deemed invalid, the remaining provisions remain in full force and effect.
16. Attorney’s Fees
In any legal action arising out of these Terms, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
17. Relationship of the Parties
The relationship between Buyer and Seller is that of independent contracting parties. Nothing herein creates a partnership, joint venture, or agency relationship.
Last Updated: August 1, 2025