Agreement – Cosmetic Export
AGREEMENT by and between Registrar, LLC, (“Agent”) and Your Company (“Registrant”).
The parties agree that Agent shall advise and assist Exporter concerning Exporter’s request for issuance by the U.S. Food and Drug Administration (“FDA”) export certificates for Exporter’s cosmetics products, subject to the following terms and conditions:
- Exporter will provide Agent with all information and materials necessary or reasonably requested by Agent to fulfill Agent’s responsibilities hereunder. Exporter warrants that the information and materials provided by Exporter will be accurate, truthful, complete, genuine and current, and acknowledges that Exporter is aware that in making the request to FDA for export certificates it is subject to Title 18, section 1001 of the U.S. Code which makes it a criminal offense to falsify, conceal or cover up a material fact, make any materially false, fictitious or fraudulent statement or representation, or make or use any false writing or document knowing the same to contain any material false, fictitious or fraudulent entry. Registrar, LLC shall provide advice and assistance in connection with the requirement above, and its duties shall be deemed satisfied upon completion of rendering such advice and assistance as would allow Exporter to complete the request to FDA properly. Registrar, LLC will assist concerning administrative matters and communications with FDA. Registrar, LLC’s service shall not include scientific, technical or legal advice.
- Exporter authorizes Registrar, LLC and its individual employees to submit applications for issuance of Export Certificates to FDA. Exporter verifies, represents and warrants that it and its products comply with all applicable U.S. Laws and regulations, that all ingredients are permitted for use by FDA, and each product is available for sale in the U.S. without restriction, and directs and authorizes Registrar, LLC and Registrar, LLC’s individual employees to verify the foregoing to FDA under penalty of perjury. Exporter shall provide a true copy of the package label for each product for which an Export Certificate is requested, and verifies, represents and warrants that the package label copy is genuine and truly and accurately represents the product and its ingredients, that all ingredients are identified on the label without exception, and that all other information on the label is complete, truthful and accurate. No portion of the fee shall be refunded in the event that Agent’s own label review determines that Exporter’s product may contain ingredients which are not approved for use by FDA or is not available for sale in the U.S. without restriction, or if a genuine copy of the product label has not been provided, or if the label information may not not truthful and complete. Such review shall be solely for Agent’s own purposes, may be subjective, and shall not be relied upon by Exporter as a determination of compliance with applicable law or regulation.
- Exporter agrees to reimburse, indemnify and hold harmless Agent from and against any and all expenses, costs and claims, including claims by third parties and nonparties, including but not limited to any governmental agencies, and related costs and attorneys’ fees, whether such claims are alleged in tort, contract or under other law, arising out or in connection with this agreement, the transactions contemplated hereby, any claim connected to the business or operations of Exporter, any breach of any representation or warranty herein, or any breach of law or government regulation by Exporter. Exporter waives any and all claims against Agent arising out of or in connection with this Agreement except for willful misconduct or gross negligence and for those waives its claims to the extent the law permits. As used in this agreement, “Agent” shall include Registrar, LLC, its successors, assigns, affiliates, parents, subsidiaries, officers, directors, shareholders, agents and employees.
- Neither party to this contract shall be held responsible for breach of contract caused by an act of God, insurrection, civil war, war, military operation, terrorism or local emergency, or by any act or failure to act by the U.S. Food and Drug Administration. Time shall not be of the essence for services to be rendered by Registrar, LLC. As used herein, the connectives “and” and “or” shall be interpreted conjunctively or disjunctively as necessary to bring within the scope of this agreement all representations, warranties and indemnifications that might otherwise be excluded. This document contains the entire agreement between the parties, and may not be modified except in writing signed by Agent.
- This agreement shall be construed, and the relations between the parties determined, in accordance with the laws of the State of New York, without giving effect to its choice of law provisions. Any action or proceeding arising out of or in connection with this agreement or the transactions contemplated hereby shall be brought in the courts of New York or the U.S. District Courts for the Southern or Eastern Districts of New York. The parties hereto consent to exercise of in personam and subject matter jurisdiction by the courts of the State of New York, and the U.S. District Courts for the Southern or Eastern Districts of New York.
- Registrar, LLC is not affiliated with the U.S. Food and Drug Administration.