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Private Label Policy

1 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
PRIVATE LABEL MANUFACTURING AGREEMENT
This Private Label Manufacturing Agreement is made and entered into as of date of invoice once full payment has been processed by the said client and vision labs beauty has agreed to commence work for the said client.:
Vision Labs Beauty (Pty) Ltd t/a Vision Labs Beauty 2014/078904/07
Tel: 0333970147 Fax: 0862481099 Email: visionlabs@live.co.za
Website: www.visionlabsbeauty.co.za
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton , 28 Birmingham Road, Unit 2
A South African limited liability company and hereafter called Vision Labs Beauty (Pty) Ltd
And: _______________________________________________________________________
___________________________________________________________________________
(Herea er called “Customer”).
Vision Labs Beauty and Customer may be referred to individually as the “Party”, or collectively, the
“Parties”.
Customer shall include
all subsidiaries, affiliates, partners, and third party beneficiaries to the terms of this Agreement.
Vision Labs Beauty and Customer mutually acknowledge the following:

Branding:
The onus is soley on the client to register and trademark all brand names and logos. The client assumes all responsibility regarding branding and market information. Client/s agrees to indemnify Vision Labs Beauty (Pty) Ltd from any legal disputes and infringements that may occur as a result of branding and logo issues.

1. Vision Labs Beauty is in the business of:
a. Manufacturing and selling natural and organic stock and custom cosmetic bases for private label
Contract packaging (the “Products and Services”);
b. Manufacturing and selling custom formulated cosme c bases for private label contract packaging
(the “Products” and “Services”); for Customers wishing to resell those products under their private
label brand.
2. Customer wishes to purchase and sell cosme c products provided by Vision Labs Beauty in
combina on with packaging and product specifica ons approved and authorized by Customer.
In considera on of the mutual promises and condi ons hereina er contained, it is agreed between
the Par es as follows:
1) PRODUCTS AND SERVICES
a. Pursuant to the terms of the Agreement, Customer hereby agrees to purchase certain of the
Products and Services of Vision Labs Beauty and /or hire Vision Labs Beauty to prepare private label
products as follows:
i. Customer acknowledges that Vision Labs Beauty shall formulate and may produce products based
upon the proprietary formulas owned and controlled solely by Vision Labs Beauty. Customer
acknowledges that all Resul ng formulas, processes or property developed by Vision Labs Beauty
under this agreement are s the sole property of Vision Labs Beauty.
This document contains 11 pages
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
2 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
Vision Labs Beauty (Pty) Ltd
b. Certain Vision Labs Beauty supplied supplemental no ces with terms and condi ons regarding
private labelling services, including but not limited to: produc on, scen ng, containers, labels, and
shipping are incorporated by this reference as integral parts of this Agreement.
c. Due to varia ons when combining natural and other ingredients and with regard to natural
ingredient manufacturing, it is normal to see slight varia ons in colour, scent and viscosity from lotto-
lot as the raw material ingredients may vary from produc on lot-to-lot. A product shall be
considered properly manufactured whether or not there is a colour, viscosity or scent variance of
any degree.
d. Other natural considera ons can be climate related and should be mi gated by the Customer.
Vision Labs Beauty is not responsible for the effects of weather condi ons during periods when the
product is outside the control of Vision Labs Beauty. It shall be the Customer’s sole responsibility to
mi gate the effects of temperature, humidity, and weather during shipment of products and
subsequent storage of products at facili es other than Vision Labs Beauty.
e. As noted herein, Vision Labs Beauty is the sole owner of all base formulas or varia on of base
formulas and is not available for purchase.
f. If Customer requires and pays for a custom formula on, the formula on is the property of the
Customer.
2) FEES AND PRICING
a. The prices at which Vision Labs Beauty shall sell and Customer shall buy the Private Label Products
as of the date of this Agreement are set forth in the Customer Quota on, Customer Invoice or as
noted on the Vision Labs Beauty website. All required fees shall be paid in advance prior to the
commencement of work. Unless otherwise agreed, all prices are subject to change from me to
me, without prior no ce, including but not limited to any increases in the actual cost to Vision Labs
Beauty of the ingredients, packaging, labels and/or raw materials used in the manufacture of the
Products.
b. All purchase orders, deposits or payments are subject to acceptance by Vision Labs Beauty and
once accepted cannot be refunded, returned, credited, exchanged or cancelled for any reason.
Acceptance is defined as the receipt by Vision Labs Beauty of an order, contract, nondisclosure
agreement, private label manufacturing agreement and deposit by Customer.
c. Customer is required to purchase preproduc on samples at a cost s pulated by Vision Labs
Beauty (Pty) Ltd (for a set of 3 samples).
Before any private label work commences. Customer may not make any altera ons, unless
otherwise agreed to in wri ng and signed by a Vision Labs Beauty duly authorized representa ve.
The cost of the preproduc on samples will be applied to the total order amount in the form of a
credit. If an order is not placed within 30 days of acceptance of preproduc on samples, Customer
will be required to purchase addi onal preproduc on samples.
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
3 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
d. Customer agrees to pay in full for all private label products. Any remaining balance is due upon
comple on and prior to final shipment of order.
e. Payments shall be made in Rands ZAR only and shall be made payable only to Vision Labs Beauty
(Pty) Ltd by the following forms of payment: cashier or bank check, PayPal, VISA/MasterCard or
American Express.
f. Unless otherwise agreed to in wri ng, upon comple on of an order, any unused customer
supplied labels, packaging or ingredients shall be shipped back to Customer at Customer’s expense
with the order.
g. Upon signature of a separate Customer Storage Agreement, arrangements can be made for Vision
Labs Beauty to warehouse Customer property for a period not to exceed twelve (12) months on
terms set forth by Vision Labs Beauty for a fee to be determined.
h. The fees and prices do not include any applicable sales, use, value-added, excise or any other tax,
duty or charge which is now in effect or may be herea er imposed by any federal, state or other
authority. All applicable taxes, du es or other charges shall be paid by Customer in addi onal to all
fees, prices, and expenses, invoiced by Vision Labs Beauty.
3) PRIVATE LABEL RESPONSIBILITIES (INGREDIENTS AND PACKAGING)
a. All Products sold by Vision Labs Beauty comply with the Regula on of the European Parliament
and of the Council on cosme c products (recast) 2008/0035 (COD) dated 10 November 2009 (finally
as 1223/2009 on 30 November 2009) which replaces all other regula ons, requirements including
adherence to all GMP (Good Manufacturing Prac ces) and standards. Vision Labs Beauty shall make
its best efforts to ensure that all products developed by Vision Labs Beauty will be safe for use under
the Federal Food, Drug and Cosme c Act of 1997 as of the date of manufacture.
Tes ng services upon request and advance payment by
b. Unless otherwise agreed, Vision Labs Beauty shall provide all selected packaging components and
materials, including but not limited to caps, lids, jars, bo les, seals, leak preven on measures, etc.
(collec vely called the “Components”). Customer is solely responsible for verifying that the quality
and delivery of all Components used by Vision Labs Beauty for the private label products meet the
Customer’s standards and are appropriate for the product(s) selected by the Customer.
i. All addi onal steps including, but not limited to: master packing, tamper evident seals, shrink
wrap, blister packing, safety discs, lot coding, extra capping, etc., will incur addi onal fees.
c. If the Customer is providing any ingredients to Vision Labs Beauty for use in any formula on
whether stock or custom, Customer shall make available the current MSDS and Cer ficate of
Analysis (COA) for each provided ingredient. Customer also accepts all financial and other
responsibility for any nega ve effects and outcome when formula ons are manufactured using the
ingredients s pulated by Customer.
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
4 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
d. LABELING is available for an addi onal fee and unless specifically agreed otherwise, in the event
that Customer requests Vision Labs Beauty to affix labels, informa on and instruc on no ces or
panels to containers and packaging for the Products, Customer shall be completely and solely
responsible for all content, including but not limited to health, storage, safety, and use instruc ons
and claims. All labels will be hand applied and may vary in applica on quality and acceptance is nonnego
able and assumed accepted as is.
I. Customers providing their own labels must submit labels for preapproval and agrees to deliver
at least 10% overage of all labels and packaging collec vely known as Components prior to the
start of Vision Labs Beauty services for any par cular order.
Any delay in the Customer provided components will result in a project delay and could
incur addi onal storage fees for any previously delivered components per Sec on 2.8.
The applica on of clear label stock is subject to an addi onal applica on 10% fee. Some
restric ons apply.
The applica on of front and back labels or labels of different stock will incur an
addi onal 10% applica on fee.
Slight label ng and height variances are normal for hand applica on and will not be
redone, refunded or credited.
Vision Labs Beauty is not responsible for any quality issues that relate to labels and their
applica on, and Customer should allow for a 10% loss on labels.
Customer labels must comply with FDA and Vision Labs Beauty required specifica ons.
According to the Code of Federal Regula ons (CFR), Title 21, Part 701.12, “The label of a
Cosme c . . . shall specify conspicuously the name and place of business of the
Manufacturer, packer or distributor . . . Where the cosme c is not manufactured by the
person whose name appears on the label, the name shall be qualified by a phrase that
reveals the connec on such person has with such cosme c, such as “Manufactured for
–“, “Distributed by –“, or any other wording that expresses the facts. The statement of
the place of business shall include the street address, city, state and zip code; however,
the street address may be omi ed if it is shown in a current city directory or telephone
directory”.
e. Time Es mates are provided by Vision Labs Beauty as a courtesy to Customers and Vision Labs
Beauty reserves the
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
5 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
Right to modify me es mates due to prevailing circumstances.
f. Tes ng – Unless otherwise specifically agreed in wri ng, Customer is solely responsible for tes ng
of any product(s). With regard to product(s), mixing and combina on of ingredients provided or
s pulated by Customer, Vision Labs Beauty does not conduct any tes ng (including, for example,
efficacy, stability and consistency) without specific authoriza on and payment by Customer.
Furthermore, the only products represented as “safe for use” are Vision Labs Beauty products
(original stock bases). Despite the above, Vision Labs Beauty offers a wide range of Custom
Formula ons.
4) SHIPPING TERMS
a. All fees and pricing as well as delivery of the Product(s) shall be FOB from Vision Labs Beauty
shipping address to the extent that Customer requests delivery at any other specified des na on, all
charges, taxes, and assessments for shipping, insurance, and freight as well as all costs of risk of loss
or damage to the Product(s) occurring while in transit from Vision Labs Beauty’s shipping docks to
Customer’s delivery des na on and a erwards shall be solely Customer’s responsibility. Any
insurance covering the Product(s) in transit shall be for an amount not less than the full invoice price
of the items delivered, with Vision Labs Beauty named as loss payee or addi onal insured.
b. Vision Labs Beauty preferred shippers is UPS, DHL, Door To Door Couriers.
5) INTELLECTUAL PROPERTY
a. The Par es agree that Vision Labs Beauty is the exclusive owner of trademarks (including designs
and logos), trade secrets, copyrights, specifica ons, formulas and other intellectual property rights
rela ng to Vision Labs Beauty, the Product(s), Services and Custom Formula on(s), with the
excep on of any private label rights granted to Customer under this Agreement.
b. In addi on, Customer acknowledges and agrees that the composi on and formula on of the
Product(s) including the chemical composi on and all methods and instruc ons for their
formula on, processing and produc on and all intellectual property, processes, know-how, trade
secrets and other proprietary informa on therein (“Vision Labs Beauty Intellectual Property”) are
the sole and exclusive property of Vision Labs Beauty, with the excep on of any private label rights
granted to Customer under this Agreement and excluding- any pre exis ng rights of the Customer
that the Customer provided to Vision Labs Beauty.
c. Customer shall not use Vision Labs Beauty Intellectual Property for any other purpose than to
perform the terms of this Agreement. In the event that Customer wishes to purchase a custom
formula on, such purchase shall be pursuant to a separate agreement and purchase terms and
condi ons.
d. Customer agrees to refrain from any ac on or to allow any ac on to be taken to damage Vision
Labs Beauty interests and Intellectual Property rights in any jurisdic on where Customer does
business. Therefore, Customer agrees, neither to register nor to assist in registering, any Vision Labs
Beauty Intellectual Property rights or other rights (including Vision Labs Beauty’s Private Label
system, patents, copyrights, trade secrets, trademarks, trade names or symbols) of Vision Labs
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
6 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
Beauty or other marks or rights which may be confusingly similar to Vision Labs Beauty anywhere
worldwide.
6) CONFIDENTIALITY
a. “Confiden al and Proprietary Informa on” means (i) the ingredients, their rela ve concentra ons
and techniques for mixing and condi oning that comprise the Product(s) and/or Custom
Formula on(s) and
(ii) all informa on about Vision Labs Beauty current or future business opera ons and business
plans, pricing, research and development, future products, financial informa on, and all Intellectual
Property rights and trade secrets developed by Vision Labs Beauty in conjunc on thereof.
b. Protec on of Confiden al and Proprietary Informa on. Without Vision Labs Beauty wri en
consent, Customer shall not provide, disclose, nor otherwise make available to any third party any of
Vision Labs Beauty Confiden al and Proprietary Informa on. Further, except as expressly provided
herein, Customer will not use or disclose such Confiden al and Proprietary Informa on without
Vision Labs Beauty prior wri en consent, except to Customer’s employees or consultants on a needto-
know basis, provided that such employees or consultants have executed wri en agreements
restric ng use or disclosure of such Confiden al and Proprietary Informa on that are at least as
restric ve as Customer’s obliga ons under this sec on. In addi on to the foregoing nondisclosure
obliga ons, Customer agrees to use at least the same care and precau on in protec ng such
Confiden al and Proprietary Informa on as it uses to protect its own confiden al and proprietary
informa on and trade secrets, and in no event less than reasonable care. Customer shall return all
confiden al Informa on promptly upon Vision Labs Beauty request or upon termina on of this
Agreement.
c. Customer acknowledges that Vision Labs Beauty has a valuable and proprietary interest in the
formula on of its stock cosme c bases, other Product(s) and the Custom Formula on(s).
7) REPRESENATIONS AND WARRANTIES
a. Customer hereby represents warrants and covenants to Vision Labs Beauty as follows:
i. In providing to Vision Labs Beauty any and all Product specifica ons, ingredients, labels, packaging,
and materials of any kind, Customer represents and warrants that it has the requisite authority to
s pulate and provide such specifica ons, ingredients, labels, packaging, and materials and that
such components, either individually or in combina on shall not infringe any third party rights of
ownership or use.
ii. Customer shall comply with all laws and regula ons rela ng to the conduct of its business in all
jurisdic ons where it does business.
iii. Customer shall comply with all laws and regula ons rela ng to the marke ng, sale, and use of the
Product in all jurisdic ons where it does business.
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
7 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
b. Vision Labs Beauty represents and warrants to Customer:
I. At all mes during the term of this Agreement, Vision Labs Beauty shall maintain Good
Manufacturing Prac ces and Procedures.
8) ACCEPTANCE AND LIMITED WARRANTY
a. Acceptance – For purposes of any me-sensi ve project under this Agreement, Customer must
give Vision Labs Beauty wri en no ce of any products that Customer wishes to reject and not accept
under the terms of this Agreement within ten (10) business days of receipt of such Product(s) by
Customer. In the event that Customer does not reject the received Product(s) within the 10-day
period, then the Product(s) shall be deemed to be accepted by Customer.
b. Warranty for Defects – In the event that Customer considers the Product(s) and/or Custom
Formula on(s) provided by Vision Labs Beauty to be defec ve in either materials or workmanship,
Customer must give Vision Labs Beauty no ce in wri ng of such alleged defect(s) no later than ten
(10) days from the date of delivery (the Warranty Period) of the Product(s) to Customer or
Customer’s agent. Such wri en no ce shall state with par cularity in what respects the Product(s) is
nonconforming or defec ve. Customer shall return to Vision Labs Beauty a sample of the Product(s)
which it claims are nonconforming or defec ve at Customer’s expense and safeguard the remaining
product pending resolu on of the warranty claim. If Vision Labs Beauty, in its sole discre on, agrees
with Customer that the Product(s) are non-conforming or defec ve, and that the cause is
determined to be the fault of Vision Labs Beauty, then Vision Labs Beauty shall have a reasonable
me to either (i) cure any nonconforming or defec ve tender by subs tu ng conforming Product(s)
at Vision Labs Beauty expense or (ii) refund Customer’s purchase price. Either remedy is subject to
Vision Labs Beauty sole discretion. In the event that Customer does not inform Vision Labs Beauty in
wri ng regarding any alleged defect in the Product(s) within- the ten day no ce period, Customer
waives all rights under any applicable law to raise a claim.
9) LIMITATION OF LIABILITY AND INDEMNITIES
a. Limita on of Liability – Under no circumstances shall either Party or its respec ve officers,
directors, shareholders, employees or agents be liable to the other Party for indirect, incidental,
consequen al, special, exemplary or specula ve damages, arising out of this Agreement, including
but not limited to loss of revenue or profits, loss of use, or other consequen al business
opportuni es, even if advised of the possibility of such damages.
b. EXCEPT AS STATED IN SECTION 8, Vision Labs Beauty DISCLAIMS ANY AND ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ESPECIALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
c. Customer agrees to indemnify, defend and hold Vision Labs Beauty, its owners, directors,
employees, and agents
(“Indemnified Par es”) harmless against any claims, units, damages, liabili es, judgments, losses,
costs and expenses (including a orneys’ fees) made against or incurred individually or collec vely by
the Indemnified par es, as a result of any of the following: (i) any breach of this Agreement by
Customer, Independent contractors or agents, (ii) any claim of infringement or for defects, related
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
8 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
to any Specifica ons, ingredients, labels, packaging, and materials of any kind provided by or
s pulated by Customer under this Agreement, (iii) injury or death suffered by anyone related to the
product(s), Services, or Custom Formula on(s) due to specifica ons s pulated or approved by
Customer or occurring a er the Product(s) le the care, custody, and control of Vision Labs Beauty
at the delivery des na on under this Agreement.
10) TERM AND TERMINATION
a. Term and Termina on. This Agreement shall supersede all previously signed agreements and will
become effec ve upon the date first set forth above and shall con nue for a period of two (2) years
or un all obliga ons hereunder have been completed, unless earlier terminated by either Party
upon 30 days wri en no ce or by fulfilment of all responsibili es of the Par es.
b. Either Party may terminate this Agreement (i) upon a material breach by the other that remains
uncured for a period of thirty (30) days a er receipt of wri en no ce specifying the breach with
par cularity.
c. In the event of termina on for any reason, such termina on shall not affect Customer’s obliga on
to pay for the work and expenses performed while under this Agreement (at any stage of
comple on) at the me of termina on. Nor shall the Limita ons of Liability (Sec on 9) be affected
by the termina on of the Agreement for any reason.
11) MISCELLANEOUS
a. Amendment. The Agreement may not be modified or amended unless in wri ng by mutual
agreement of the Par es.
b. No Assignment. Customer may not assign, sell, or otherwise transfer any or all rights and
obliga ons under this Agreement to any third party without the prior wri en consent of Vision Labs
Beauty.
c. Integra on. This agreement is a complete and exclusive statement of the Agreement between the
Par es and supersedes all prior and contemporaneous agreements, nego a ons, discussions, and
Proposals, oral or wri en, and any and all other communica on rela ng to the subject ma er of this
Agreement.
d. Severability. In the event of the invalidity of any provision of this Agreement, the par es agree
that such invalidity shall not affect the validity of the remaining por ons of this Agreement
e. Dispute Costs. In the event that either Party ini ates dispute resolu on proceedings in any way
related to this Agreement, the prevailing party shall be en tled to the award of dispute resolu on
costs and expenses, including but not limited to all reasonable media on, court, or arbitra on costs,
as well as a orneys’ fees and expenses not to exceed the total cumula ve liability (Sec on 9.4).
f. No ces. Any no ce or other communica on required shall be in wri ng.
12) FORCE MAJEURE
a. Neither Party shall bear responsibility for the complete or par al non-performance of any of its
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
9 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
Obliga ons if the non-performance results from such unforeseeable circumstances as natural
calami es, fire, changes of export/import regula ons or law of any countries or territories with
authority and jurisdic on, unavailability of supply or ingredients, failure of transport, or any other
circumstances beyond the foreseeable control of either Party. The me s pulated for the fulfilment
of the obliga ons shall be extended for a period equal to the dura on of such circumstances. The
Party for whom it has become impossible to meet its obliga ons under the Agreement shall
immediately advise the circumstances preven ng the fulfilment of its obliga ons and shall take all
reasonable ac ons to cure the force majeure event(s). If the above circumstances last more than 6
months, either Party shall have the right to seek modifica on of the Agreement or, alterna vely, its
termina on. The other Party shall not unreasonably withhold its consent.
13) GOVERNING LAW AND DISPUTES
a. This Agreement shall be governed by the laws of South Africa to the exclusion of all other conflict
of law alterna ves. The Par es consent to the exclusive jurisdic on and venue of the state and
federal courts located in South Africa, for any media on, arbitra on, ac on, suit, or legal proceeding
arising in connec on with this Agreement.
b. Nego a on. Except for a request for injunc ve relief or other provisional remedy which may be
sought from a court, any dispute, controversy or claim arising out of or rela ng to this Agreement, or
the breach hereof or thereof, including any claim based on contract, tort or statute, and including
any controversy about whether a claim is subject to arbitra on or whether this Sec on 13 is valid or
enforceable (any such dispute, controversy or claim, a “Dispute”), shall be resolved in accordance
with the procedures set forth in this Sec on 13. In the event any Dispute arises, each Party shall first
promptly provide the other Party with a general wri en Dispute arises, each Party shall first
promptly provide the other Party with a general wri en statement of its claim(s) and posi on(s).
This statement need not be complete and will not limit the claims of a Party in any further
procedure. The statement shall indicate that it is the first statement of a formal dispute resolu on
process under this Agreement. If the Par es cannot resolve the Dispute within 15 days of receipt of
the first of these wri en statements, a claimant may proceed as set forth in Sec on 13.3 below.
c. Media on. If a dispute cannot be se led through nego a on contemplated under Sec on 13.2,
the Par es agree to endeavour to se le the Dispute in an amicable manner by media on
administered by the Judicial Arbitra on and Media on Services under its Comprehensive Media on
Rules, before resor ng to arbitra on under Sec on 13.4. if for any reason, the Dispute is not se led
by media on within 30 days a er a Party elects to proceed by media on (commencing upon the
date a Party delivers no ce to the other Party of its inten on to proceed to media on), any
unresolved dispute shall be se led by arbitra on as contemplated under Sec on 13.4.
d. Arbitra on. Any dispute not resolved pursuant to sec on 13.2 or 13.3 shall be solely and finally
se led by arbitra on by one arbitrator in accordance with the then-exis ng Comprehensive
Arbitra on Rules and Procedures of the Judicial Arbitra on and Media on Services. Each Party
agrees that the award of the arbitrator shall be final and non-appealable and shall be the sole and
exclusive remedy between or among them regarding any and all claims, counterclaims, issues and
accoun ngs presented to the arbitrator, irrespec ve of the magnitude thereof. All arbitra on
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10 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
proceedings shall be conducted pursuant to the Judicial Arbitra on and Media on Services rules in
South Africa as modified pursuant to this Sec on 13.4. The number of arbitrators shall be one, which
person shall be neutral, have sufficient business experience and not be a prac cing a orney, and
shall be mutually agreed upon by all Par es within 60 days a er a wri en request for arbitra on by
one Party is delivered to all other par es. In the event that the Par es cannot agree on an arbitrator,
the arbitrator shall be selected within 10 days therea er by the Judicial Arbitra on and Media on
Services from a list submi ed by the Par es, with each Party having the right to propose two names,
If a qualified arbitrator cannot be appointed from the ini al list, the process will be repeated every
five days therea er un a qualified arbitrator is selected. Each party agrees to facilitate the
arbitra on by: (i) making available to each other and to the arbitrator for inspec on and extrac on
all documents, books, records and personnel under their control as the arbitrator shall determine to
be relevant to the dispute; (ii) conduc ng arbitra on hearings to the greatest extent possible on
successive, con guous days; and (iii) observing strictly the me periods established by the Judicial
Arbitra on and Media on Services rules or by the arbitrator for the submission of evidence and
briefs. All papers, documents or evidence, whether wri en or oral, filed with or presented to the
arbitrator shall be deemed by the par es and the arbitrator to be confiden al informa on. No party,
expert or arbitrator shall disclose in whole or in part to any other person any confiden al
informa on submi ed by any other person in connec on with any arbitra on proceedings, except
to the extent
(i) Required by law or regula on,
(ii) Reasonably necessary to assist counsel in the arbitra on or prepara on for arbitra on of the
dispute or
(iii) That such “confiden al” informa on was previously or subsequently becomes known to the
disclosing party without restric ons on disclosure, was independently developed by such disclosing
party or becomes publicly known through no fault of the disclosing party. The arbitrator shall issue a
wri en explana on of the reasons for the award and a full statement of the facts as found and the
rules of law applied in reaching their decision to the par es. Such explana on of the award and the
statement of facts shall be treated as confiden al informa on.
The arbitrator is empowered to render the following awards in accordance with any provision of this
Agreement:
(i) enjoining a party from performing any act prohibited or compelling a party to
performing act required, by the terms of this Agreement and any order entered
pursuant to this Agreement or deemed necessary by the arbitrator to resolve disputes
arising under or rela ng to this Agreement or order;
(ii) (ii) where, and only where, viola ons of this Agreement have been found, shortening or
lengthening any period established by this Agreement or order; and
(iii) (iii) ordering such other legal or equitable relief (subject to the limita ons on liability set
forth (herein and therein) or specifying such procedures as the arbitrator deems
appropriate, to resolve any dispute submi ed to it for arbitra on. The arbitra on
proceeding and the arbitrator shall resolve in their award the extent to which of the
par es shall bear the arbitra on costs. Each party hereby waives to the extent permi ed
South Africa, KwaZulu Natal, Pietermaritzburg, Willowton, 28 Birmingham Road, Unit 2
11 | P a g e V i s i o n L a b s B e a u t y
Vision Labs Beauty (Pty) Ltd
Tel: +27 33 3970147 Fax: +27 862 481099 Email: visionlabs@live.co.za
by law all jurisdic onal defences, objec ons as to venue and any rights to appeal or to
review of such award by any court or tribunal. Each party agrees that the arbitral award
may be found and that a judgment on the arbitra on award may be entered in any court
having competent jurisdic on over the par es or their assets.
14) SURVIVAL
a. Despite the termina on of this Agreement for any reason, the rights and obliga ons of the Par es
Pursuant to the following provisions shall survive termina on of this Agreement and remain
enforceable: Sec ons 2,3, 5, 6, 8, 9 11, 13 and 14.
IN WITNESS WHEREOF, wishing to be legally bound, the Par es have caused this Agreement to be
executed by their duly authorized representa ves below.
Vision Labs Beauty (Pty) Ltd (CUSTOMER)
Representa ve Name __________________ Customers Name ________________________
Business Name: _______________________ Business Name: ___________________________
TITLE: ___ ____________________________ TITLE: ___________________________________
DATE: _______________________________ DATE: __________________________________
Signature: ____________________________ Signature: _______________________________

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