Terms & Conditions

Moes Group LLC Terms and Conditions

Last updated : 7/18/25

Important Notice

These Terms and Conditions ("Terms") govern your use of Moes Group LLC's manufacturing services and are incorporated by reference into our manufacturing contracts. By agreeing to the Terms and Conditions in your contract and executing the contract, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms are also accessible via the hyperlink provided in your contract. You must read these Terms before agreeing to them. If you do not agree to these Terms, do not check the agreement box or execute the contract.

1. Acceptance and Scope

1.1 Agreement to Terms

You have accessed and read these Terms via the hyperlink provided in the contract
You understand and agree to be legally bound by these Terms
You have authority to bind your organization to these Terms
You are at least 18 years old and capable of entering into binding agreements

1.2 Incorporation by Reference

These Terms are incorporated by reference into your manufacturing contract and form an integral part of that contract. The hyperlink to these Terms provided in your contract allows you to access the full text. Your agreement to these Terms is evidenced by your agreeing to the the "Terms and Conditions" box in the contract.

1.3 Additional Agreements

These Terms apply to all manufacturing contracts. Individual contracts may include additional specific terms that supplement these Terms.

1.4 Order of Precedence

In the event of any conflict between these Terms and the signed manufacturing contract, the signed manufacturing contract will control only with respect to the specific provisions that directly conflict. All other provisions of these Terms remain in full force and effect.

1.5 Updates to Terms

We may update these Terms from time to time. We will notify you of material changes via email or prominent website notice. For existing contracts, the Terms in effect when you executed your contract will govern unless you expressly agree to updated Terms.

2. Definitions

"Confidential Information" means any non-public information we share with each other, including formulations, processes, customer lists, pricing, and business plans.

"Products" means personal care, cosmetic, and toiletry products we manufacture according to your specifications.

"Specifications" means the detailed requirements, formulations, packaging instructions, and quality standards for your Products.

"Your IP" means intellectual property you own, including trademarks, designs, packaging concepts, marketing materials, and product ideas.

"We," "us," "our" means Moes Group LLC.

"You," "your" means the individual or entity using our services.

3. Our Manufacturing Services

3.1 Services We Provide

We offer contract manufacturing services including:

Product manufacturing according to your specifications
Formulation development when requested
Quality control and testing following Good Manufacturing Practices (GMP)
Packaging, labeling, and assembly services
Batch documentation and regulatory compliance support
Storage and inventory management

3.2 Quality Standards

We maintain compliance with:

FDA regulations for cosmetic and personal care products
Good Manufacturing Practices (GMP)
All applicable federal, state, and local regulations

3.3 Order Acceptance

All orders require our written acceptance
We reserve the right to reject orders based on capacity or feasibility
Minimum order quantities may apply
Lead times confirmed upon order acceptance

4. Intellectual Property

4.1 Your Intellectual Property Rights

You retain ownership of:

All trademarks, logos, and brand identities
Product packaging designs and creative materials you provide
Marketing materials and advertising content
Customer lists and business information
Any formulations you provide to us

4.2 Our Intellectual Property Rights

We retain ownership of:

General manufacturing processes and equipment
Manufacturing know-how and operational procedures
Quality control systems and methodologies
Formulations we create specifically for you (subject to your purchase rights below)

4.3 Custom Formulation Rights

When we create formulations specifically for you:

We initially own the formulations
You may purchase exclusive rights for $10,000 per formulation within one (1) year
After one year, the purchase price increases to $30,000 per formulation
Alternatively, ownership transfers to you at no cost after we produce 100,000 units
Transfer requires a separate written agreement

4.4 Limited Use Rights

You grant us limited rights to use your intellectual property solely for:

Manufacturing and packaging your Products
Quality control and regulatory compliance
Order processing and fulfillment
Limited retail sales of additional units

4.5 Additional Manufacturing Rights

We reserve the right, at our sole discretion and expense, to manufacture additional units up to ten percent (10%) of your total order quantity for retail sale through our partnered establishments. This will not affect your pricing or minimum order quantities. All additional units will meet the same quality standards as your order.

5. Payment Terms

5.1 Payment Requirements

Important Payment Terms:

We require initial payment before beginning order processing
No products ship until full payment is received (unless alternative terms are agreed in writing)
All payments must be made via wire transfer
You are responsible for all wire transfer fees
Late payments are subject to 1.5% monthly interest or the maximum rate allowed by law

5.2 Pricing

Pricing is fixed per accepted proposal
Prices may be adjusted only for tariff, import duty, or tax increases affecting our costs
We may modify payment terms based on your payment history with 10 days written notice

5.3 Title and Risk

Title remains with us until full payment is received
Risk of loss transfers to you when products are delivered to the carrier at our facility
You are responsible for shipping costs, insurance, and customs duties

5.4 Refunds

Refunds are only available before manufacturing begins. Manufacturing begins when we order materials or allocate production capacity.

Refund terms:

10% processing fee applies to all refunds
All payment processing fees are deducted
Any costs we have already incurred are deducted
No refunds are available once manufacturing starts

6. Product Quality and Compliance

6.1 Quality Control Process

Sample Development:

We provide initial samples for your review
You have 14 days to provide feedback
Up to 3 sample iterations are included in standard pricing
Additional rounds are subject to extra costs

Production Process:

Pre-production review and approval required
You may inspect our processes with advance notice
In-process quality checks per established protocols
Final inspection available before shipment
Certificate of analysis provided with each batch

6.2 Inspection and Acceptance

You must:

Inspect products upon receipt
Notify us of visible defects within 3 business days
Report hidden defects within 7 days of discovery
Failure to notify us constitutes acceptance of the products

6.3 Compliance Responsibilities

When you provide specifications: You warrant that all specifications comply with applicable laws and you are responsible for product safety and regulatory compliance.

When we create formulations: We warrant compliance with manufacturing regulations and ensure ingredient compliance and safety.

7. Your Responsibilities

7.1 Marketing and Advertising

You are solely responsible for:

All marketing claims and advertising content
Product efficacy claims beyond manufacturing specifications
Compliance with FDA, FTC, and other advertising regulations
Social media and digital marketing activities
Product positioning and pricing strategies

7.2 Specifications and Changes

You may modify formulations and specifications with written notice
We will review changes for feasibility and compliance within 10 business days
Additional costs for changes will be agreed upon in writing
You assume full responsibility for changes made without our compliance review

8. Confidentiality

8.1 Mutual Protection

Both parties will:

Protect each other's confidential information with reasonable care
Restrict access to employees who need to know
Use confidential information only for performance under these Terms
Not disclose to third parties without written consent

8.2 Duration

Confidentiality obligations survive termination for 5 years (trade secrets are protected indefinitely).

9. Liability and Indemnification

9.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold us harmless from claims arising from:

Your breach of these Terms
Your marketing and promotional activities
Product claims beyond our manufacturing specifications
Your regulatory violations
Specifications you provide that violate laws
Changes you make without our compliance review

9.2 Our Indemnification Obligations

We agree to defend, indemnify, and hold you harmless from claims arising from:

Manufacturing defects caused by our negligence
Our breach of manufacturing compliance warranties
Formulations we create that infringe valid patents

9.3 Liability Limitations

IMPORTANT LIABILITY LIMITS:

We provide products "as manufactured" according to specifications
We disclaim all other warranties, express or implied
Our total liability is limited to amounts you paid us in the preceding 12 months
We are not liable for consequential, incidental, or punitive damages

10. Term and Termination

10.1 Term

Our relationship begins when you first engage our services and continues for an initial 2-year term, renewable for 1-year periods with 60 days notice.

10.2 Termination Rights

Either party may terminate:

For convenience with 60 days written notice
Immediately for material breach not cured within 30 days
Immediately for insolvency or regulatory license loss

10.3 Early Termination Fee

If you terminate for convenience before the term expires: You must pay for all previously produced units, purchased materials, and 30% of remaining contract values within 30 days. This compensates us for lost profits, dedicated capacity, and business disruption.

10.4 After Termination

All unpaid amounts become due within 30 days
We will complete in-production orders (subject to payment)
You have 60 days to remove remaining inventory
Confidentiality obligations continue

11. Dispute Resolution

11.1 Resolution Process

We will resolve disputes through:

Good faith negotiations (30 days after written notice)
Executive escalation (30 days)
Mediation through JAMS in Los Angeles County (60 days, costs shared)
Binding arbitration if mediation fails (three-arbitrator panel, JAMS rules)

11.2 Important Dispute Terms

Location: Los Angeles County, California
Governing Law: California law applies
Attorney Fees: Prevailing party recovers reasonable attorney fees
Emergency Relief: Either party may seek court injunction for urgent matters
Class Action Waiver: You waive any right to bring claims on a class or representative basis
Jury Trial Waiver: Both parties waive the right to jury trial

12. General Provisions

12.1 Governing Law

These Terms are governed by California law. Any court proceedings must be in Los Angeles County, California.

12.2 Force Majeure

Neither party is liable for delays due to events beyond reasonable control (natural disasters, pandemics, government actions, etc.). Either party may terminate if such events continue for more than 90 days.

12.3 Business Transfer Rights

If you plan to sell your business or transfer rights related to these Terms, you must first offer the opportunity to us on the same terms. We have 60 days to respond.

12.4 Compliance

Both parties must comply with all applicable laws including anti-corruption, export control, antitrust, and industry regulations.

12.5 Electronic Communications

You consent to receive communications from us electronically. Electronic signatures are legally binding.

12.6 Entire Agreement

These Terms, together with any separate written agreements, constitute the complete agreement between us.

Important Legal Notices

WARRANTY DISCLAIMER: WE PROVIDE PRODUCTS "AS MANUFACTURED" ACCORDING TO YOUR SPECIFICATIONS. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIABILITY LIMITATION: OUR TOTAL LIABILITY IS LIMITED TO AMOUNTS YOU PAID US IN THE PRECEDING 12 MONTHS. WE ARE NOT LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

CALIFORNIA RESIDENTS: You may have additional rights under California law. Contact us for more information about your rights.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS.

PLEASE READ SECTIONS 11.1 AND 11.2 CAREFULLY.

Contact Information

Moes Group LLC
9743 Independence Ave.
Chatsworth, CA 91311
Email: info@moesgroup.com

For questions about these Terms, please contact us at the above information.

By agreeing to these terms in your manufacturing contract and proceeding, you acknowledge that:

✓ You have accessed and read these Terms and Conditions via the hyperlink provided in your contract
✓ You understand and agree to be legally bound by these Terms
✓ You have authority to bind your organization (if applicable)
✓ You understand that these Terms include binding arbitration and jury trial waiver provisions
✓ These Terms are incorporated by reference into your manufacturing contract

These Terms and Conditions are incorporated by reference into your manufacturing contract. The hyperlink in your contract provides access to the complete Terms. Consult legal counsel if you have questions about these Terms.