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1. C065(GC-COS)v02en TERMS AND CONDITIONS FOR THE VERIFICATION OF RAW MATERIALS
ACCORDING TO THE COSMOS STANDARD AND
TO ECOCERT STANDARD DEFINING NATURAL AND ORGANIC COSMETICS
IN FORCE AS OF 1er September 2013 (Version no. 02)
ARTICLE 1. DEFINITIONS
“Approval” means the compliance of the Raw Material with the Standard as attested by
Ecocert Greenlife in the Verification Conclusion issued to the Client. Regarding the Cosmos-
Standard, the Approval allows the recognition of the conformity of the Raw Material to the
Standard by the other COSMOS approved certification bodies.
“Client” refers to an operator committed to Ecocert Greenlife for performance of the service
covered by the Contract.
“Contract” refers to the contract that binds Ecocert and the Client for the performance of the
service herein, and made up of the general terms and conditions in force and the rules of
identification of the raw materials verified according to the Ecocert ecoproducts standards,
available upon request.
“INCI” means the International Nomenclature of Cosmetic Ingredients.
“MSDS” means the Material Safety Data Sheet, or technical safety sheet, as governed by
European Regulation No 1907/2006 (REACH), ANNEX II.
“Raw Material” means any ingredient used in the process of creating a cosmetic product,
such as surface active agents, emulsifiers, bactericide, emollient, etc, submitted by the Client
during the term of the Contract, to verify their conformity to the Standard by Ecocert Greenlife.
Conformity of the Raw Material to the Standard gives rise to Approval.
“Standard” refers to, depending on the choice of the Client as specified in its application form:
- the Cosmos-Standard in force, property of the Cosmos-Standard AISBL association, and/or
- the Ecocert Standard defining Natural and Organic Cosmetics, property of Ecocert
Greenlife SAS.
including the “Technical Guide” and the “Labelling Guide”, available at http://www.cosmos-standard.
org/, as well as all the other provisions of the COSMOS program.
“Technical Data Sheet” means a document giving all the criteria specific to the Raw Material,
such as its composition (raw materials and additives), its purpose, its performance, or its
quality criteria (physicochemical, microbiological, chemical, sensorial, etc.).
“Verification” means the examination by Ecocert Greenlife of the information or
documentation provided by the Client relating to the Raw Material submitted by the Client, in
order to establish its conformity to the Standard, where applicable. It will be supplemented by
analysis or onsite inspection if the documentation or information provided should prove to be
incomplete or inadequate.
“Verification Conclusion” means the document whereby Ecocert notifies the Client of the
Raw Materials complying with the Standard, through the website www.ecocert.com as the
case may be.
ARTICLE 2. PURPOSE
2.1 The purpose of the Contract is the performance by Ecocert Greenlife of a service of
Verification of the conformity of the Client’s Raw Material to the Standard, organized on an
annual cycle and resulting, where applicable, in the issue or renewal of Approval allowing the
Raw Material to be used exclusively in finished cosmetic products to be certified as compliant
to the Cosmos-Standard and/or the Ecocert Standard.
2.2 The purpose of the Contract is not the actual certification of the Raw Material,
certification being reserved to finished products.
ARTICLE 3. SERVICE PERFORMANCE
3.1 The Ecocert Greenlife service is based on an annual calendar year cycle. Whatever
the date of commitment of the Client, this cycle will be fully implemented by Ecocert Greenlife
from the first year, then again from 1st January of the following year in the event of renewal
under Article 7.3.
3.2 Based in particular on the information provided by the Client and/or gathered by
Ecocert Greenlife during the Verification, Ecocert Greenlife undertakes to use the appropriate
means to perform its service, in line with its procedures, and to do everything within its power,
in particular:
keeping to reasonable deadlines for performing its services,
carrying out the necessary inspections provided that the site is reasonably accessible and
not in areas of risk as identified by Ecocert Greenlife,
whenever possible and as long as the reliability of its service is not compromised,
consulting with the Client to implement the Verification,
requesting from the Client all information and documents that Ecocert Greenlife deems
necessary for the service (and in any case subject to the confidentiality provided for in
Article 9),
3.3 The Client undertakes to satisfy all the obligations laid down in the Contract and the
Standard, including in the event of changes reported by Ecocert Greenlife, and promises that
the Products conform to the Standard.
The Client shall facilitate Ecocert Greenlife’s Verification work, particularly:
by collaborating with Ecocert Greenlife’s staff, so that the service is performed under the
best conditions,
by providing the information and documents needed for proper performance of the service,
relating to its organisation and/or the Raw Material, and agrees to send Ecocert Greenlife in
particular:
- the application form,
- the Raw Material Verification questionnaire in line with the Standard,
- the MSDS,
- the Technical Data Sheet,
- and, where appropriate, the GM-free declaration, the allergen certificate, test reports, the
ECOCERT GREENLIFE SAS | Lieudit Lamothe Ouest – BP47 – 32600 L’ISLE JOURDAIN (France) | RCS Auch 509 534 095 | €50,000 capital
patent, etc.
by immediately informing Ecocert Greenlife of any change planned in its organisation, the
composition, the obtaining process or the trade name of the Raw Material, as well as any
event it becomes aware of that could affect the conformity of the Raw Material to the
Standard,
by submitting to all the Verifications requested by Ecocert Greenlife,
by complying, in the event of non-conformity of the Raw Material, with Ecocert Greenlife’s
decisions and the conditions for implementation thereof.
ARTICLE 4. REFERENCES TO THE RAW MATERIAL APPROVAL BY THE CLIENT
4.1 When the Approval is issued only then is the Client authorised to market the Raw
Material listed in the Verification Conclusion with the references stipulated in Article 4.2.
4.2 The Client can refer to the Approval and to Ecocert Greenlife, and use the
corresponding logo (i) for the Raw Material only, (ii) under the conditions laid down in the
Contract and in particular in the rules of identification, (iii) once the Approval relating to its
Raw Material is issued, (iv) while this Approval is valid, and (v) solely within the scope of the
Approval issued.
4.3 The aim of the Approval being exclusively to allow the use of the Raw Material in a
finished cosmetic product to be certified according to the Ecocert Standard and/or the
Cosmos-Standard, the purchasers of the approved Raw Material are under no circumstances
authorized to refer to the Approval of the Raw Material by Ecocert Greenlife or use an Ecocert
logo, whether in their communication or on the packaging or labelling of the Raw Material or of
a finished cosmetic product. The Client guarantees the compliance by its own clients with this
obligation, and shall therefore take all measures to ensure that they are informed of this
prohibition and abide by it.
4.4 As the purpose of the Contract is not certification, the Client undertakes not to use the
Ecocert certification logo or any reference to Ecocert certification within the context of Raw
Material Approval.
ARTICLE 5. REFERENCES TO THE RAW MATERIAL APPROVAL BY ECOCERT
GREENLIFE AND COSMOS-STANDARD
5.1 The Client agrees that Ecocert Greenlife may refer to the approved Raw Material on its
website http://www.ecocert.com, but the Client cannot, however, demand this to be done. To
this end, the Client grants Ecocert Greenlife prior authorisation to mention on the
aforementioned site its contact details along with the trade name, the INCI name, the purpose
and the status of the approved Raw Material.
5.2 Upon express and written request made to Ecocert Greenlife, the Client may, however,
refuse permission for its Raw Material to appear on the website.
5.3 Such references will only be accessible to clients with an access code granted for this
purpose due to their commitment with Ecocert Greenlife for the verification or certification of
their products.
5.4 The Client will receive its access codes for the online references at the same time as
the Verification Conclusion.
5.5 In the event of non-compliance or doubt as to the compliance, or in the event that the
Approval becomes invalid for whatever reason, Ecocert Greenlife may remove the Raw
Material in question from the website.
5.6 In accordance with the French data protection Act (Loi Informatique et Libertés) of 6
January 1978, the Client is entitled to access, correct, modify and delete any data relating to it
by contacting the Ecocert Greenlife Raw Materials Department, BP 47 - 32600 L’Isle-Jourdain
(France) - mpgreenlife@ecocert.com
5.7 Should Cosmos-Standard proceed to the listing of the approved Raw Materials on a
dedicated website, the Client accepts that Ecocert Greenlife may transfer to Cosmos-
Standard the data needed for this purpose, and that the listing shall be done under the terms
defined by Cosmos-Standard.
ARTICLE 6. PRICING AND PAYMENT TERMS
6.1 The fees that Ecocert Greenlife will receive in return for its services will correspond to
the initial offer accepted by the Client and made based on the information provided by the
Client, and then, in case of renewal in accordance with Article 7.3, automatically reviewed
each year in line with current price lists.
6.2 Fees are liable to change and, where appropriate, will be invoiced separately if any of
the elements used for calculation thereof are modified following announcement from the Client
or according to Ecocert Greenlife’s findings, or if additional Ecocert Greenlife services are
required for implementation of the Verification.
6.3 Should Cosmos-Standard proceed to the listing of the approved Raw Materials on a
dedicated website, the fees received by Ecocert Greenlife will include the fee that would be
due by the Client to Cosmos-Standard for the listing of the approved Raw Material on
Cosmos-Standard website, which will be repaid by Ecocert Greenlife to Cosmos-Standard.
6.4 If analysis proves necessary, the costs of the analysis and the management fees will
be invoiced in addition after receiving the results by Ecocert Greenlife, whatever the result.
6.5 Invoices, that Ecocert Greenlife may issue before realization of the service, shall
indicate the terms for payment of fees, and are payable 30 days end of month following
issuance of the invoice. There will be no discount for early payment.
6.6 Any delay in payment will result ipso jure and without any notice of default being
required in the payment of penalties for late payment on the basis of ECB rate plus ten (10)
points and the payment of a lump sum of fourty euros (40€) for recovery expenses.
6.7 Ecocert Greenlife will be entitled to suspend performance of the service covered by
the Contract until all outstanding invoices have been paid in full, without this non-performance
being considered as attributable to Ecocert Greenlife.
6.8 If an inspection is rescheduled by the Client less than a week ahead of schedule, a flat
fee of 10% of the annual fee will be applied, except in cases of force majeure.
ARTICLE 7. CONTRACT TERM AND APPROVAL
7.1 The Contract shall enter into force on the day that the initial application form accepted
by the Client, for an unspecified term. Acceptance of the initial application form implies the
Client’s full, unreserved accession to the provisions of the current Contract, to the exclusion of
all other documents such as brochures and catalogues issued by Ecocert Greenlife for
information purposes only.
7.2 Approval is issued following Verification in the event the Raw Material conforms to the
Standard, and is valid until the date stated in the Verification Conclusion.
7.3 The process for approval of the Client’s Raw Materials is automatically renewed on 1st
January of each year, if on 31 December of the previous year the Contract has not been
terminated under the conditions stipulated in Article 8. The Contract is renewed under current
prices, and the Client is deemed to accept all of the investigations required for the said
renewal. To this end the Client must update and send Ecocert Greenlife all the data required
for the Approval.

2. C065(GC-COS)v02en TERMS AND CONDITIONS FOR THE VERIFICATION OF RAW MATERIALS
ACCORDING TO THE COSMOS STANDARD AND
TO ECOCERT STANDARD DEFINING NATURAL AND ORGANIC COSMETICS
IN FORCE AS OF 1er September 2013 (Version no. 02)
ARTICLE 8. CONTRACT TERMINATION AND VALIDITY OF THE APPROVAL
8.1 The Contract may be terminated by either party without justification, by providing a
minimum of three (3) months’ notice sent by registered letter with acknowledgement of receipt.
However, if the Client gives notice to terminate the Contract within three (3) months before the
Approval expiry date, the Contract will be terminated on that date and the validity of the
Approval will not be extended.
8.2 The Contract may be terminated by Ecocert Greenlife without justification, by providing
a minimum of six (6) months’ notice sent by registered letter with acknowledgement of receipt.
8.3 In the event of termination under Article 8.1 or 8.2, all or part of the fees will be
payable by the Client depending on the service provided by Ecocert Greenlife upon
termination date.
8.4 Ecocert Greenlife may lawfully terminate the Contract with immediate effect:
if the Client does not correct the breach of any of its obligations as set out in the terms of
the Contract within two weeks of having received formal notice from Ecocert Greenlife on
this matter,
in case of withdrawal of all the Approvals of the Client,
in case of inappropriate behaviour of the Client toward Ecocert Greenlife’s staff.
without prejudice to any damages that may be claimed by Ecocert Greenlife. All amounts paid
by the Client will be deemed to have been acquired by Ecocert Greenlife, regardless of the
service actually performed by Ecocert Greenlife on the date of termination.
8.5 The termination of the Contract, or the non-conformity of a Raw Material previously
approved, for any reason whatsoever, depending on the case, results in the end of validity of
all the Approvals or the end of validity of the Approval of the non-compliant Raw Material.
8.6 The end of validity of the Approval for any reason whatsoever shall result in (i)
the cessation of any marketing of the Raw Material by the Client with reference to the
Approval as stipulated in Article 4, (ii) the halt in any production of the Raw Material
intended to be marketed with reference to the Approval, (iii) the cessation of any use of
the Verification Conclusion, (iv) the return of the Verification Conclusion to Ecocert
Greenlife containing the Approval that is now invalid, and (v) the obligation for the
Client to inform its own clients.
ARTICLE 9. CONFIDENTIALITY
9.1 Ecocert Greenlife undertakes to keep all information concerning the Client set out in
Article 9.3 confidential, and will require each of its employees or representatives involved in
the implementation of the Contract who may hold or obtain information relating to the Client to
keep this information confidential.
9.2 Ecocert Greenlife shall also ensure that each employee undertakes not to disclose any
confidential information received from the Client, nor use it for his own gain or for the gain of a
third party, unless within the context of performance of the service covered by the Contract.
9.3 All information obtained through performance of the service covered by the Contract
shall be considered as confidential, particularly that relating to the Raw Material, and the
results of the Verification and technical and commercial information, except in the situations
provided for in Articles 5 and 10.
9.4 Information already known or available to the public, in the absence of any breach
being committed within the context of this Contract, information received legally from a third
party without breach of this Contract or information to be disclosed in accordance with the
provisions of the Standard shall not be considered confidential and shall not impose an
obligation of confidentiality.
ARTICLE 10. COMMUNICATION TO THIRD PARTIES
10.1 The Client is informed that, within the framework of the recognition by Cosmos-
Standard and by all COSMOS approved certification bodies of the approvals issued by either
of them for the raw materials conforming to their standard, these latter must be able to
exchange information related to such approvals, particularly to verify the status or the
conformity of the raw materials. Should these exchanges concern confidential information as
defined in Article 9, Ecocert Greenlife and the Client shall jointly and previously identify the
information that can be transmitted in this framework.
10.2 The Client is notified that the French authorities, such as the Ministry of Commerce,
Finance and Industry, the French Safety Sanitary Agency for Health Products or the French
Committee for Accreditation (COFRAC) – or their foreign equivalents – may need to inspect
the documents relating to the Approval of the Client by Ecocert Greenlife and, where
necessary, to take a copy of them.
ARTICLE 11. SCOPE OF ECOCERT GREENLIFE’S OBLIGATIONS
11.1 Ecocert Greenlife is under an obligation of best endeavours with regard to the
performance of its service, which involves implementing its procedures and demonstrating
that it has done everything within its power, based on the information and documents provided
by the Client. Ecocert Greenlife will therefore not be held liable for the consequences of late,
incorrect or incomplete information provided by the Client during the Verification.
11.2 It is hereby stated that Ecocert Greenlife has no obligation, under the terms of the
Contract:
to check that the Raw Material meets requirements other than those contained in the
Standard, such as legal or regulatory requirements for the products in general and their
labelling. The Client is entirely responsible for ensuring that its Raw Material can be
marketed and that reference to Approval is authorised on a given market.
to check the findings recorded in the certificates of experts, suppliers or inspection bodies
presented to it by the Client. Nonetheless, Ecocert Greenlife may need to make inquiries as
to the accuracy of given facts if it feels that such an investigation is relevant to implement
the Verification, for example by asking the Client to provide additional proof.
to issue a certificate for compliance other than the Approval, particularly that relating to fair
trade, organic agriculture, natural or organic cosmetics or organic textiles.
ARTICLE 12. LIMITATION OF LIABILITY
12.1 Ecocert Greenlife can only be held liable in the event of a breach of its essential
obligations as stipulated in the Contract.
12.2 If any legal action is taken to establish the liability of Ecocert Greenlife, compensation
will only be paid for any direct, personal, established loss, in accordance with Article 1151 of
the French Civil Code, to the exclusion of any indirect loss.
12.3 In any event, the maximum amount for which Ecocert Greenlife may be liable, for
each claim arising from the Contract, shall be capped at the equivalent of twenty (20) times
the fees payable to Ecocert Greenlife for the Raw Material(s) involved with the claim, in the
year in which the incident giving rise to the claim occurred.
12.4 The Client undertakes to do all that is necessary in order to limit as far as possible any
loss that may be sustained on account of a fault committed by Ecocert Greenlife.
ARTICLE 13. APPLICATION AND BINDING NATURE OF THE TERMS AND CONDITIONS
AND OF THE CONTRACT
13.1 No specific conditions may prevail over the present terms and conditions unless
officially agreed in writing by Ecocert Greenlife. Any condition to the contrary upheld by the
Client will therefore be void as against Ecocert Greenlife, regardless of when it may have
been brought to its attention, unless expressly agreed otherwise.
13.2 Should Ecocert Greenlife decide not to enforce its rights in accordance with the
provisions of the Contract at any given time, this may not be interpreted as a waiver to enforce
such rights at a later date in accordance with the provisions in question.
13.3 If any provision of the Contract is declared null and void or inapplicable by a court or
by virtue of the law, the other provisions shall remain in force and with full effect, insofar as
they are provided for by law.
13.4 The Contract cancels and replaces any previous contracts with the same subject that
may have been signed between the Parties.
ARTICLE 14. MODIFICATIONS
14.1 If Ecocert Greenlife should modify the present terms and conditions, it shall use any
means to notify the Client beforehand. Any modification to the terms and conditions is
deemed to have been accepted by the Client if the latter has not rejected them in writing sent
by registered letter with acknowledgement of receipt no later than one month after the entry
into force of the new Terms and Conditions. Rejection shall lead to termination of the Contract
in accordance with the conditions provided for in Article 8.1.
14.2 The Client accepts that the Standard can be amended at any time.
14.2.1 Regarding the Cosmos-Standard, the modifications are decided by the Cosmos-
Standard AISBL association under its conditions. Unless Ecocert Greenlife is at fault,
the parties agree that the liability of the latter cannot be incurred in the event of a
change in the Cosmos-Standard or any other event resulting in the withdrawal,
suspension or nullity of the Approval or making reference to the Approval impossible.
14.2.2 Regarding the Ecocert Standard, the modifications are decided by Ecocert Greenlife,
who shall use any means to notify the Client. Depending on the situation, the modified
provisions shall take immediate effect or transitional measures may be adopted by
Ecocert Greenlife.
14.3 The Parties agree that Ecocert Greenlife may not be held liable in the event that
Approval of a Raw Material in accordance with the Standard is impossible or forbidden due to
changes in national, European or international regulations and interpretation thereof, in
general or relating to the definition of Raw Materials and/or their Verification or to the definition
of natural and organic cosmetics and/or certification thereof, which would result in the
modification or outright cessation of the service under the Contract.
ARTICLE 15. SUBCONTRACTING
15.1 The Client accepts in advance that all or part of inspections necessary to the
Verification required for the Approval of the Raw Material can be entrusted to a third party for
this purpose. In the event of subcontracting, the Client will be notified in advance of the
identity of the subcontractor.
15.2 The Client accepts in advance that all or part of the Verification process may be
delegated to one or more companies of the Ecocert Group.
15.3 In any case, Ecocert Greenlife shall remain operationally, financially and legally
responsible toward the client for the subcontracted or assigned activities.
ARTICLE 16. TRANSFER
A party may not transfer the Contract to a third party in any way unless prior written approval
has been given by the other party. However, the Client accepts that Ecocert Greenlife is free
to transfer the Contract to another company in the Ecocert Group in any way.
ARTICLE 17. FORCE MAJEURE
17.1 Neither party shall be held liable if it is prevented from performing its obligations laid
down in the Contract, insofar as their execution is delayed, hindered or prevented by a
fortuitous event or force majeure.
17.2 Will be considered as a fortuitous event or force majeure, any event or circumstances
external to the parties, unforeseeable, irresistible, beyond the control of the parties and that
cannot be prevented by them, despite all efforts reasonably possible. Are explicitly considered
as force majeure or fortuitous events, beside those usually admitted by the French courts, and
without limitation, natural disasters, earthquakes, fires, storms, floods, epidemic, wars,
terrorist activities, strikes, impossibility of the use of public or private transport, impossibility of
the use of public or private telecommunications networks, failure to obtain permits, licenses,
visas or other types of records.
17.3 The party affected by such circumstances shall notify the other by any means as soon
as possible, the Contract being suspended until the disappearance of the impediment. In case
of persistent impediment beyond a reasonable time, each party shall be entitled to terminate
the Contract with immediate effect by sending the other party a letter with acknowledgment of
receipt.
ARTICLE 18. LANGUAGE
The Contract is written in French. Translation into another language may be sent to the Client
upon request, but in the event of a dispute the French version takes precedence.
Communications between Ecocert Greenlife and the Client may be in French, English or
Spanish.
ARTICLE 19. APPLICABLE LAW
The Contract is governed by French law.
ARTICLE 20. COMPETENT JURISDICTION
ANY DISPUTES ARISING FROM THE CONTRACT, OR RELATING TO THIS CONTRACT,
WHICH CANNOT BE SETTLED OUT OF COURT SHALL BE SUBJECT TO THE
JURISDICTION OF THE COURTS OF ECOCERT GREENLIFE’S REGISTERED OFFICE.
ECOCERT GREENLIFE SAS | Lieudit Lamothe Ouest – BP47 – 32600 L’ISLE JOURDAIN (France) | RCS Auch 509 534 095 | €50,000 capital