General provisions

Eptes Sàrl based in Vevey Switzerland (hereinafter referred to as the seller or Seller) offers products and services that are available through its website www.eptesnatura.com. Any interested entrepreneur, company or organization (hereinafter referred to as buyer or Buyer) may purchase and order products and services by email or through the online shop of the seller. These general regulations apply to all buyers. The list of products and services are published in a printed catalogue or online by the seller and can be modified at his initiative any time. The following terms of the General Conditions of Sales and Delivery shall apply in relations to business with entrepreneurs, corporations and companies. The seller supplies and deliver only entrepreneurs, companies, and corporations.

1 – Validity of our General Conditions of Sales

1.1 Application

These General Conditions of Sales and Delivery have an exclusive validity. They apply to all future orders, even if they are not referred again.

1.2 Validity of the Present Terms

Terms and conditions of the buyer contrary to our General Conditions of Sales and Delivery are only valid if we have expressly approved their validity in written form.

The buyer recognizes our present General Conditions of Sales and Delivery, even if an order is executed without any express reservation in knowledge of the general conditions of business of the buyer which are contrary to the present General Conditions.

2 – Sale and conclusion of the Contract

2.1 Validity of the Offers

The buyer might request a formal written offer by email any time before ordering. Unless otherwise agreed, our offers are valid for 30 days from their date of issue. To be applicable, the number and the conditions of the offer must be imperatively recalled at the time of the order (N ° of the offer or in ref.).

2.2 Deviations from specifications

We reserve the right to make minor commercially acceptable changes and reasonable discrepancies in the merchandise or in the design of the product delivered, in relation to the specifications contained in our offers.

2.3 Prices

Our prices are valid for each order and it is indicated without VAT and might be subject to change. All prices indicated in the seller offers, catalogues or in the online Shop are not up to date and are not legally binding. They may vary and do not include shipping costs. Only the price confirmed directly by email, in an offer or by accepting the online order will be valid.

2.4 Online Order

Our online Shop gives the possibility to the buyer to purchase online and to make payments using a selection type of credit cards or Paypal. When ordering online a product, the purchase order of buyers become binding as soon as they click on the final ordering button in the final step of the online shopping process. The non-binding confirmation email of the order that will be generated immediately and sent to the buyer does not constitute at this stage a confirmation of the order. Only, after checking the stock and the delivery conditions, the seller will send a confirmation email of the acceptance of the order which include the order number.

2.5 Email Order

Ordering by email is possible by sending an email to our team. The non-binding confirmation email of the order that will be generated immediately and sent to the buyer does not constitute at this stage a confirmation of the order. Only, after checking the stock and delivery conditions, the seller will send a confirmation email of the acceptance of the order which include the order number.

2.6 Payment when ordering by email

The payment period is indicated in the invoice. Payment could be due at the order, before delivery or after the delivery. Deductions, discounts or special offers are only permitted if they have been agreed in writing or expressly indicated on the invoice. Payment terms and deadlines are to be respected.

2.7 Payment default

In case of late payment, the seller might suspend the execution of orders in progress without prejudice, and apply penalties for delay at the rate of 5%. The goods delivered shall remain the property of the seller until full payment of the goods and related costs.

2.8 Payment when ordering online

The Payment is due at the online order and can be done by using American Express, Master Card, Paypal, Visa and Diners Club through a secure encrypted system. After the payment transaction, the buyer will receive a receipt of his payment that include also order number. The seller reserved the right to exclude certain transactions without any justification. Furthermore, the seller reserves the right to cancel a transaction already accepted if it is found that the product can not be delivered, raw material not any more available or it price increased, or formulation not possible and this without any justification in addition to in the case where accepted transaction has been granted on the basis of inaccurate or misleading information, or if any other conditions of payment that have not been met.

3 – White Label & Private Label manufacturing- Skincare and Cosmetic Product Develop-ment, Prototypes, Formula Ownership and Manufacturing

3.1 Scope of Services

These Terms & Conditions govern the provision of cosmetic formulation, research and development (R&D), prototype production, formula development, and related services provided by the seller to the buyer. The prototype in the following refers to a sample (non-finished product, not for sale, under R&D product development, evaluation and testing)

The specific services, deliverables, fees, timelines, and project requirements will be set out in the relevant quotation, order confirmation, or written agreement.

In addition, the buyer can purchase online, samples as private label or white label, in addition to 10, 100, 250 and 500 items

3.2 Stage 1 – Initial Prototype (Sample)

The initial prototype is developed to explore the buyer’s product concept and assess preliminary sensory characteristics, including appearance, colour, fragrance, and texture.

The prototype (sample) is supplied exclusively for preliminary concept and sensory evaluation. It is not a finished cosmetic product and is not intended for skin application, consumer use, resale, or commercial distribution.

At this stage, the formulation may not have undergone all the stability, microbiological, preservative efficacy, safety, or regulatory assessments required for a finished cosmetic product.

The Buyer acknowledges that the initial prototype is not approved or validated for commercial release.

A. Buyer-Suggested Ingredients and No Transfer of Intellectual Property Rights

Any ingredients, raw materials, components, substances or other formulation elements requested, proposed or suggested by the Buyer for inclusion in a prototype or final product shall be treated solely as suggestions provided for the Seller’s consideration. Such requests shall not confer upon the Buyer any ownership, authorship, intellectual property right or other proprietary right in or to the formulation, composition, prototype, manufacturing process or related know-how. The Seller retains the right, at its sole professional discretion, to accept, reject, remove, modify or replace any Buyer-suggested ingredient where deemed appropriate, including for technical, scientific, regulatory, safety, stability, compatibility, availability or manufacturing reasons. The Buyer acknowledges that the Seller’s acceptance or incorporation of any suggested ingredient does not constitute a transfer or assignment of any intellectual property rights, nor does it grant the Buyer any ownership interest in, or exclusive rights to, the resulting formulation or prototype. Unless expressly agreed otherwise in writing by the parties, all rights, title and interest in and to the formulation and any related developments shall remain with the Seller.

B. Prototype Development Services and Limitation of Results

The Seller provides prototype development and formulation services on a best-efforts basis, with the aim of developing a prototype and, where applicable, a final product that reasonably reflects the Buyer’s stated requirements, preferences and specifications. The Seller shall exercise due care and diligence in performing the services, in accordance with the applicable contractual obligations and, where applicable, Articles 394 et seq. of the Swiss Code of Obligations (CO). However, unless expressly agreed otherwise in writing, the Seller does not guarantee that any prototype or final product will achieve a particular result or meet all of the Buyer’s subjective expectations, nor that the prototype will be commercially viable, suitable for every intended use or capable of being manufactured at a particular cost or scale. The Buyer acknowledges that formulation and prototype development may involve technical, scientific, regulatory, stability, compatibility and manufacturing constraints that may require modifications to the initial specifications. Nothing in this clause shall exclude or limit any liability to the extent that such exclusion or limitation is prohibited by applicable law.

C. Ownership of Formulations and Intellectual Property

Unless expressly agreed otherwise in a written agreement signed by both parties, all intellectual property rights, proprietary rights and interests in and to any formulations, recipes, compositions, prototypes, technical documentation, methods, processes, know-how, improvements and developments created, developed or used by the Seller in connection with the services shall remain vested in the Seller, to the extent legally protectable and owned by the Seller. The Buyer’s payment for the services, provision of specifications or suggestions, or participation in the development process shall not, by itself, transfer or confer any ownership, authorship, exclusivity or other intellectual property rights in such materials or developments upon the Buyer. Any transfer, assignment, licence or grant of exclusive rights must be expressly set out in a separate written agreement signed by both parties.

3.3 Stage 2 – Additional Prototype Samples (Up to 10 Units)

Following the evaluation of the initial prototype, the Buyer may request the production of an additional batch of up to 10 prototypes, subject to a separate agreement on scope, fees, and production arrangements. Alternatively, the Buyer can purchase and order directly online from Eptes Natura Shop.

These additional prototypes are intended exclusively for non-use sensory evaluation, including feedback on the product concept, appearance, colour, fragrance, and texture.

They must not be applied to the skin, used by consumers, sold, or distributed as finished cosmetic products.

Feedback collected during this stage may be used to guide further formulation adjustments and R&D activities. The Seller will assess requested modifications and agree with the Buyer on any additional development work, associated costs, and revised timelines.

The production of additional prototypes does not constitute confirmation that the formulation is safe, stable, microbiologically protected, or ready for commercialisation.

3.4 Stage 3 – Commercial Development and Production (100 Units or More)

Orders of 100 units or more may serve as the commercial starting point for the next phase of development, technical validation, and production planning.

This phase is subject to a separate quotation and written agreement defining the production scope, quantities, specifications, costs, responsibilities, and applicable testing requirements.

Depending on the product and target market, the technical validation process may include:

• Stability testing.
• Packaging compatibility testing.
• Microbiological quality testing.
• Preservative efficacy testing.
• Cosmetic product safety assessment.
• Preparation of technical documentation and applicable regulatory documentation.

The exact tests and services required will depend on the formulation, intended use, packaging, manufacturing arrangements, and applicable regulations.

The minimum order quantity of 100 units is a commercial condition only. It does not constitute a regulatory threshold or exempt the Buyer or any other responsible party from applicable legal obligations.

All required safety assessments, testing, documentation, and regulatory requirements must be fulfilled before the product is placed on the market

3.5 Formula Ownership and Intellectual Property

Unless otherwise expressly agreed in writing, the Seller retains ownership of its pre-existing formulations, formulation methods, ingredient combinations, technical know-how, development techniques, and confidential information.

The provision of prototypes, payment for prototype production, payment for R&D services, or placement of a production order does not automatically transfer ownership of the formulation or associated intellectual property rights to the Buyer.

During the initial prototype stage and the additional prototype stage involving up to 10 samples, the Buyer receives samples solely for the agreed evaluation purposes. No right to reproduce, manufacture, reverse-engineer, disclose, or commercially exploit the formulation is granted unless expressly agreed in writing.

Formulation adjustments, technical improvements, and development work carried out by the Seller remain subject to these ownership provisions, unless otherwise agreed in a written project-specific agreement.

The Buyer retains ownership of its own trademarks and branding subject to any applicable third-party rights.

3.6 Formula Transfer and Third-Party Manufacturing

If the Buyer wishes to have the product manufactured by another laboratory, the Buyer may request a separate formula transfer agreement.

Formula transfer is not  included in prototype (samples) fees, R&D fees, or a production order of 100 units or more.

Subject to the agreed scope, payment, and applicable rights, the transfer package may include:

• The complete quantitative formulation, including ingredient percentages.
• Relevant raw material specifications and supplier information, where available and authorised for disclosure.
• Manufacturing instructions and processing parameters.
• Relevant product specifications and quality control information.
• Technical information reasonably necessary to reproduce the formulation.

The exact contents of the transfer package will be defined in writing. Supplier information, proprietary methods, and third-party confidential information will only be disclosed to the extent permitted by the relevant agreements and applicable law.

Before any transfer, the parties must agree in writing on the rights granted to the Buyer.

Depending on the agreement, the arrangement may take one of the following forms:

A. Manufacturing licence

The Seller retains ownership of the formulation and grants the Buyer a defined right to use it for manufacturing through a third-party laboratory.

B. Assignment of specified rights

The Seller assigns specifically identified transferable intellectual property rights to the Buyer, subject to the agreed scope, fees, and applicable law. Any rights excluded from the assignment remain with their respective owners.

The written agreement must specify, as applicable, the permitted uses, territory, duration, exclusivity, restrictions, transfer fees, technical support, and confidentiality obligations.

Payment for a production order does not, by itself, grant formula ownership or third-party manufacturing rights.

3.7 Formula Transfer Fees and Technical Support

Formula transfer, licensing, assignment of rights, technical documentation, and support for third-party manufacturing may be charged separately.

The applicable fees will be set out in a quotation or written agreement and may reflect the complexity of the formulation, the scope of documentation, the rights granted, and the technical support required.

Any support relating to scale-up, reformulation, troubleshooting, validation, or manufacturing by a third party must be expressly agreed upon, including its scope, costs, and delivery schedule.

Unless otherwise agreed in writing, the Seller does not guarantee that a third-party manufacturer will reproduce the formulation identically or achieve the same product characteristics without further development or validation.

3.8 Testing, Safety and Regulatory Compliance

The Seller and the Buyer will define their respective responsibilities for testing, safety assessment, technical documentation, manufacturing, and regulatory compliance in the relevant project agreement.

The applicable responsibilities will depend on the services provided, the target market, the manufacturing arrangements, and the legal status of each party.

The Buyer acknowledges that preliminary sensory feedback does not establish product safety, stability, preservative efficacy, or regulatory compliance.

No prototype or unvalidated formulation may be represented as a finished, approved, or commercially ready cosmetic product.

Where the Buyer arranges manufacturing through another laboratory, the parties must clarify in writing who is responsible for coordinating the required assessments, providing technical documentation, and ensuring that the product complies with the applicable requirements before commercial release.

Nothing in these Terms & Conditions excludes, transfers, or limits any statutory obligation that cannot legally be excluded, transferred, or limited.

3.9 Buyer Feedback and Development Changes

The Buyer’s feedback is used to guide formulation development and refinement. Providing feedback or requesting changes does not, by itself, confer ownership of the formulation or any associated intellectual property rights.

Changes to the formulation, specifications, packaging, testing requirements, or project scope may affect fees and timelines. Such changes must be agreed upon by the parties before additional work is undertaken.

3.10 Quotations, Payment and Written Agreements

All services, fees, deliverables, production quantities, and applicable timelines will be specified in the relevant quotation, available on webpages, communicated by email or written agreement.

Any formula transfer, manufacturing licence, assignment of rights, or exception to these Terms & Conditions must be expressly agreed in writing by both parties.

In the event of a conflict between these Terms & Conditions and a signed project-specific agreement, the project-specific agreement will prevail to the extent of the conflict, unless otherwise prohibited by applicable law.

3.11 INCI Lists and Ingredient Documentation

The Seller may provide the Buyer with a preliminary INCI ingredient list for prototype evaluation, product concept development, or project planning purposes.

Any INCI list provided during the prototype or development stages is preliminary and may change following formulation adjustments, ingredient supplier changes, technical validation, or regulatory review.

A preliminary INCI list does not constitute a final approved ingredient declaration, a complete formulation, or a transfer of ownership of the formulation.

The quantitative formulation, including exact ingredient percentages and manufacturing instructions, remains subject to the Formula Ownership and Formula Transfer provisions of these Terms & Conditions.

The final ingredient declaration must be verified against the final formulation and the applicable regulatory requirements before the product is placed on the market.

The Buyer must not use a preliminary INCI list for final packaging, labelling, regulatory submissions, or commercial release without the Seller’s written confirmation that the list is appropriate for the intended purpose.

4 – Private Information

In accordance with Swiss data protection law, the seller guarantees the protection of private data collected from the buyer during the purchasing transaction. The seller never trades or transmits any private buyer information to third parties unless we are obliged by law or we have to use them to protect our safety or rights. Private information collected from buyer Credit Cards are treated with high level of confidentiality during transactions and does not remain in our systems and servers after payment transactions are terminated.

5 – Limitation of Liability for Samples from our Catalogue

Our responsibility is limited to the quality of our products except for testing R&D samples and 10 items which are R&D development products and not finised products. In case of insufficient quality of a product, only its value will be replaced. The seller disclaims all responsibility for the consequences in the case of defective goods. The seller excludes all liability and right of recourse for any damage, due to negligence, non-compliance with instructions for use, storage conditions or other non-conforming and inappropriate use of a product resulting in a damage to health or to propriety or to a third party. The seller declines any responsibility for the damage resulting from any direct or indirect activity of the buyer in relation with our samples and products. Any buyer is liable for damages caused by their employees, agents or auxiliaries and in particular within the meaning of Article 101 of the Swiss Code of Obligations. The seller disclaims any liability for the consequences of the environment, neighbourhood or conditions arising from the use of products of the seller.

6 – Validity of the Contract

These general terms and conditions are valid from 01.10.2018 and replace all previous directives and provisions.

7 – Applicable law and jurisdiction

Swiss law only is applicable and governs these present regulations. The invalidity of any provision of these present regulations shall not invalidate the entirety thereof. In case of dispute, the exclusive place of jurisdiction is the court of Vevey. Mandatory jurisdictions provided by law remain reserved. Only the French version of these present regulations shall prevail and can be requested from the seller any time.

Vevey, October 1st, 2018
Eptes Natura
Case postale 381
CH-1800 Vevey
Switzerland