Terms & Conditions of Sale

Article 1 — Purpose and Scope

These Terms & Conditions of Sale (“Terms”) exclusively govern the wholesale sale of natural cosmetic raw materials (vegetable oils, butters, botanical powders) and finished cosmetic products (cold-process saponified soaps, shampoos, conditioners, creams, care oils) by Dakimo Corporation SARL (“DAKIMO” or the “Seller”) to professional buyers (the “Buyer”) — formulators, brands, distributors or wholesalers — acting within the scope of their professional activity. These Terms do not apply to end consumers.

Any order placed with DAKIMO implies unreserved acceptance of these Terms, which prevail over any purchase conditions of the Buyer, unless otherwise expressly agreed in writing and signed by both parties.

Article 2 — Products and Technical Documentation

Each product is described by a Technical Data Sheet (TDS) specifying its INCI composition, indicative physicochemical specifications, intended use and customs classification (HS code). A Certificate of Analysis (COA) specific to the delivered batch, including the batch number, manufacturing date and actual test results for that batch, is provided with each shipment or on request prior to shipment.

Values shown on the TDS are indicative typical values; only the values on the COA of the delivered batch are conclusive as to the conformity of the goods delivered.

Article 3 — Quotes, Orders and Minimum Order Quantities

• Every order is preceded by a written quote issued by DAKIMO, valid for 30 days from its date of issue unless stated otherwise
• Minimum order quantities (MOQ) apply per product reference and are stated in the quote
• An order is considered firm only upon DAKIMO's receipt of a purchase order signed by the Buyer and, where applicable, the deposit referred to in Article 4
• Samples may be provided prior to a firm order, within an indicative lead time of 5 business days from the request, on pricing and logistics terms communicated case by case

Article 4 — Pricing and Payment Terms

Prices are quoted in Euro (EUR), US Dollar (USD) or West African CFA Franc (XOF), as specified on the quote, exclusive of taxes, customs duties, freight and insurance, unless stated otherwise on the quote and according to the Incoterm agreed (Article 6).

• Payment terms: 70% deposit on order / 30% before shipment against presentation of shipping documents, or an irrevocable Letter of Credit (L/C)
• Method of payment: international bank transfer (SWIFT) to the account provided by DAKIMO, unless otherwise agreed
• Any late payment may result in the suspension of ongoing shipments and the application of late-payment penalties at the applicable statutory rate, without prejudice to any other remedy

Prices may be revised by DAKIMO for any new order, in particular in the event of a significant change in raw material or freight costs; prices confirmed on an accepted quote remain firm for that order.

Article 5 — Production and Delivery Lead Times

Production and delivery lead times shown on the quote are indicative and run from receipt of the deposit and, where applicable, the Buyer's approval of a pre-production sample. DAKIMO will inform the Buyer of any significant delay as soon as it becomes aware of it. A delivery delay may only give rise to order cancellation or compensation in the event of a manifestly excessive delay attributable to DAKIMO.

Article 6 — Incoterms, Transfer of Risk and Title

Unless otherwise agreed in writing on the quote, sales are concluded under Incoterm FOB (Free On Board) Cotonou, Incoterms 2020 of the International Chamber of Commerce. A different Incoterm (e.g., EXW, CIF, DAP) may be agreed in writing on a case-by-case basis. Risk transfers in accordance with the Incoterm agreed.

DAKIMO retains full ownership of the goods sold until full payment of the price by the Buyer (retention of title clause), without this affecting the transfer of risk under the applicable Incoterm.

Article 7 — Regulatory Compliance and Buyer's Responsibilities

Products sold by DAKIMO are cosmetic raw materials or finished cosmetic products intended to be formulated, repackaged or marketed by professionals. Depending on the destination market, the Buyer alone remains responsible, as importer, distributor or “Responsible Person”, for:

• European Union: CPNP notification, appointment of a Responsible Person, and compilation of the Product Information File (PIF) and Cosmetic Product Safety Report (CPSR) under Regulation (EC) No 1223/2009
• United Kingdom: appointment of a UK Responsible Person and SCPN notification under UK cosmetics regulation
• United States: facility registration and safety substantiation under the Modernization of Cosmetics Regulation Act (MoCRA)
• Canada: Cosmetic Notification (CNF) filing with Health Canada within 10 days of first sale, and bilingual (English/French) labelling

DAKIMO provides, on request, the technical information (TDS, COA, INCI data) reasonably necessary for these steps, but does not act as Responsible Person, official importer or regulatory filer on the Buyer's behalf, except under a specific written agreement.

Article 8 — Quality Control, Claims and Non-Conformities

It is the Buyer's responsibility to check the apparent conformity of the goods upon receipt and to raise any reservations with the carrier in accordance with international shipping practice. Any claim relating to a non-conformity of the goods against the COA of the delivered batch must be notified in writing to DAKIMO within 15 business days of receipt, together with supporting evidence (photographs, results of a contradictory analysis where applicable).

In the event of a proven non-conformity attributable to DAKIMO, DAKIMO's liability is limited, at DAKIMO's choice, to the replacement of the non-conforming goods or reimbursement of the price paid for those goods, to the exclusion of any other direct or indirect damages.

Article 9 — Force Majeure

DAKIMO cannot be held liable for any delay or failure to perform resulting from a force majeure event within the meaning of OHADA law (including natural disaster, national labor disputes, customs or health restrictions, raw material supply disruption linked to harvests, or a major failure of international transport).

Article 10 — Confidentiality and Intellectual Property

Formulations, manufacturing processes and non-public technical information disclosed by DAKIMO to the Buyer are confidential and may not be disclosed to third parties or used for any purpose other than evaluating or formulating the products purchased. DAKIMO's trademarks, trade names and intellectual property remain its exclusive property and grant the Buyer no right of use beyond resale of the products purchased.

Article 11 — Governing Law and Dispute Resolution

These Terms are governed by Beninese law and the OHADA Uniform Acts, in particular the Uniform Act on General Commercial Law and, where applicable, the Uniform Act on Arbitration Law. Failing amicable settlement within 30 days, any dispute shall be submitted, at DAKIMO's choice, either to the competent courts of Cotonou, Republic of Benin, or to arbitration under the rules of the OHADA Common Court of Justice and Arbitration (CCJA). [An international arbitration clause (e.g., ICC) may be substituted if export clients require it — to be confirmed with counsel.]

Article 12 — Miscellaneous

• If any clause of these Terms is held invalid or unenforceable, the remaining clauses remain in full force and effect
• DAKIMO's failure to enforce any clause of these Terms at any time does not constitute a waiver of the right to enforce it later
• These Terms may be amended by DAKIMO; the version applicable to an order is the one in force on the date the Buyer accepts the quote

Contact

Dakimo Corporation SARL — Cotonou, Benin — dakimo1@yahoo.fr — +229 97 52 36 36 — dakimobotanicals.com