1. Parties and Object of Service
These Terms govern the commercial relationships, quotations, and industrial contract manufacturing, formulation, and conditioning services provided by FUTUPRO S.A.S. (NIT 901457907-5, Cali, Colombia) for legal entities, entrepreneurs, or merchants contracting the production of dietary supplements, functional foods, or cosmetics.
2. Scope and Nature of the Smart Quoter
The digital quoting tool calculates preliminary scenarios based on standardized market parameters and Minimum Order Quantities (MOQ). Every value yielded by the quoter is expressly subject to:
- Technical and Compatibility Audit: Requirement review by our chemical and R&D team (asset compatibility, pH, viscosity, and thermostability tests).
- Market Cost Fluctuation: Variation in raw materials, tariffs, essences, imported active ingredients, or packaging inputs at the time of the effective order.
- Written Approval: Issuance of a formal official quoted letterhead signed by the Commercial Management of FUTUPRO S.A.S., which will have a peremptory validity of fifteen (15) calendar days.
3. Intellectual Property, Formulas, and Trade Secrets
In strict compliance with Decision 486 of the Andean Community Commission (Common Regime on Industrial Property) and the Colombian Commercial Code:
- White Label Model: Base formulations, development dossiers, homogenization processes, and manufacturing protocols belong perpetually and exclusively to FUTUPRO S.A.S. The client does not acquire ownership or title rights over the chemical formula, their right being limited to commercializing the finished units with their brand design.
- Contract Manufacturing Model with Client-Provided Formula: The client declares under oath that they are the legitimate owner or authorized licensee of the supplied formula and brands, and that these do not infringe third-party rights. FUTUPRO S.A.S. will maintain strict confidentiality under trade secret.
- Prohibition of Reverse Engineering: The client formally commits to refraining from performing spectrometric decompositions, chromatographies, or any reverse engineering procedure aimed at replicating FUTUPRO formulations.
4. Health, Regulatory, and Advertising Liability (INVIMA / FDA / SIC)
FUTUPRO S.A.S. operates as a laboratory and contract manufacturer for third parties under certifiable Good Manufacturing Practices (GMP) guidelines at its Cali plant. Consequently:
- Ownership of Registries: Unless explicitly agreed otherwise via transfer or delegated procedure, the CLIENT is solely legally responsible for the processing, attainment, fee payment, and renewal of the Sanitary Registry, Mandatory Sanitary Notification (NSO), or commercial authorization before INVIMA or the U.S. FDA.
- Legal Labeling and Tagging: The CLIENT assumes all civil, administrative, and criminal liability for the artworks, texts, nutritional tables, front warning seals (Law 2120 of 2021), and information declared on their labels.
- Advertising and Therapeutic Claims: It is strictly prohibited to attribute in the advertising of manufactured products pharmacological, curative, or miraculous properties not endorsed by INVIMA. The client will individually respond to the Superintendence of Industry and Commerce (SIC) for misleading advertising (Consumer Statute - Law 1480 of 2011).
- Total Indemnity Clause: The CLIENT agrees to defend and hold harmless FUTUPRO S.A.S., its partners, directors, and dependents against any requirement, sanction, fine, confiscation, or lawsuit arising from the commercialization, advertising, or final consumption of the contract-manufactured products.
5. Industrial Tolerances, Technical Shrinkage, and Dispatch
Due to the physicochemical nature of mixing, dosing, encapsulation, and industrial filling processes:
- An allowable industrial tolerance margin of between ±5% and ±10% in the total number of units effectively packaged and fit for dispatch relative to the production order is stipulated.
- Technical shrinkages of raw materials or packaging inputs caused by line calibration, purging, and startups will not constitute a contractual breach.
- Dispatches are made at the FUTUPRO S.A.S. (Cali) plant. Transportation, freight, and insurance of the merchandise are at the sole expense and risk of the buyer.
6. Payment Terms, Advances, and Warehousing
Entering an order into the plant's production schedule requires the payment of the advance stipulated in the commercial quote (typically 50% upon order and 50% upon completion notice prior to dispatch). No merchandise will be released from the warehouse without total and effective cancellation of pending balances. Finished batches remaining more than fifteen (15) days in the warehouse will incur a daily storage fee.
7. Force Majeure, Fortuitous Events, and Limit of Liability
FUTUPRO S.A.S. will not incur a breach for delays caused by international shortages of raw materials, customs delays at ports, transport strikes, contingencies in INVIMA systems, or force majeure events.
Maximum Limit of Liability: In no event will FUTUPRO S.A.S. be liable for lost profits, commercial losses, moral damages, or consequential damages. FUTUPRO's maximum patrimonial liability against any proven direct claim will be strictly limited to the net billed value for the manufacturing service of the disputed batch.
8. Applicable Law and Arbitration Clause
These Terms are interpreted and governed by the laws of the Republic of Colombia. Any difference arising between the parties will initially be attempted to be resolved via direct settlement within a maximum of thirty (30) calendar days. Should the disagreement persist, the parties will resort to the Conciliation and Arbitration Center of the Cali Chamber of Commerce.