Last updated: July 2025
These Terms and Conditions (“Terms”) govern the provision of contract manufacturing, formulation, private label, and related services (the “Services”) by Labsure Pty Ltd (ABN 89 687 887 109), trading as Chemsure (“Chemsure”, “we”, “us”, “our”), to any business, organisation, or individual that engages us for the Services (“Client”, “you”, “your”).
By requesting a quote, placing an order, signing a service agreement, or otherwise engaging Chemsure, you accept these Terms in full. If you do not agree to these Terms, please do not engage our Services.
Chemsure is a contract manufacturing and private label brand operated by Labsure Pty Ltd, based in Brisbane, Queensland, Australia. Chemsure provides formulation, manufacturing, packaging, and related chemical production services to business clients (“B2B”). These Terms apply to commercial/business clients and are not directed at consumers acquiring goods for personal, domestic, or household use.
2.1 Any quotation provided by Chemsure is valid for the period stated in the quote, or if no period is stated, for 30 days from the date of issue.
2.2 A quote does not constitute a binding offer to supply until Chemsure has issued a written order confirmation, invoice, or executed service agreement.
2.3 Orders are confirmed once Chemsure issues written acceptance (by email or otherwise) and, where applicable, receives any required deposit.
2.4 Chemsure reserves the right to decline any order at its sole discretion, including where the requested product, raw material, or formulation raises safety, regulatory, or reputational concerns.
3.1 The Client is responsible for providing accurate, complete, and lawful specifications, target formulations, intended use information, and any regulatory requirements applicable to the product.
3.2 Where Chemsure develops or reverse-engineers a formulation on the Client’s behalf, the resulting formulation, batch records, and technical documentation (“Formulation IP”) will be treated in accordance with clause 8 (Intellectual Property).
3.3 The Client warrants that any raw materials, ingredients, trademarks, packaging designs, or specifications supplied to Chemsure do not infringe the rights of any third party and comply with all applicable Australian laws, including but not limited to the Industrial Chemicals Act 2019 (Cth), the Poisons Standard, and any relevant state or territory legislation.
3.4 Chemsure will use reasonable commercial efforts to manufacture products in accordance with agreed specifications and quality tolerances. Minor variations in colour, viscosity, scent, or appearance that do not materially affect product performance are not considered defects.
4.1 All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated. GST will be added where applicable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
4.2 Payment terms will be specified in the applicable quote, order confirmation, or service agreement. Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date.
4.3 Chemsure may require a deposit before commencing formulation, tooling, or production work, particularly for custom or first-run products.
4.4 Late payments may incur interest at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) or an equivalent commercially reasonable rate, and Chemsure reserves the right to suspend Services until overdue amounts are paid.
4.5 Title in any goods manufactured does not pass to the Client until payment has been received in full.
5.1 Delivery timeframes provided by Chemsure are estimates only and are not guaranteed unless expressly agreed in writing.
5.2 Risk in goods passes to the Client upon dispatch from Chemsure’s (or its contracted manufacturing partner’s) premises, unless otherwise agreed in writing.
5.3 The Client is responsible for arranging adequate insurance for goods in transit unless Chemsure has expressly agreed to arrange this.
6.1 Chemsure will conduct quality control checks consistent with the agreed specifications and, where applicable, industry-standard testing methods (e.g. FT-IR, GC-MS, NMR, XRF, TGA, DSC, ICP or similar analytical techniques).
6.2 The Client remains solely responsible for ensuring that the final product complies with all labelling, safety, and regulatory requirements applicable in the jurisdiction(s) where the product will be sold or used, including obtaining any necessary approvals, registrations, or permits (for example under the Australian Industrial Chemicals Introduction Scheme (AICIS), or applicable cosmetic, therapeutic goods, or consumer product safety regulations).
6.3 Chemsure does not provide regulatory, medical, or legal advice, and any technical or compositional information provided is for manufacturing purposes only.
7.1 Each party agrees to keep confidential any proprietary, technical, or commercially sensitive information disclosed by the other party in connection with the Services, and to use such information solely for the purpose of performing or receiving the Services.
7.2 This clause survives termination of any agreement between the parties and continues indefinitely, except in respect of information that becomes public through no fault of the receiving party, or is independently developed or lawfully obtained from a third party.
7.3 Where a separate Non-Disclosure Agreement or Service Agreement has been signed by the parties, the confidentiality terms of that agreement take precedence over this clause to the extent of any inconsistency.
8.1 Unless otherwise agreed in writing, any formulation, process, or technical know-how developed independently by Chemsure prior to, or outside the scope of, the engagement remains the property of Chemsure.
8.2 Where a formulation is developed specifically for a Client under a paid engagement and this is expressly agreed in writing (e.g. via a formulation transfer, technology transfer, or exclusivity agreement), ownership or licensing terms will be as set out in that written agreement.
8.3 In the absence of a written agreement to the contrary, Chemsure retains the right to use general manufacturing know-how, non-client-specific processes, and improvements gained through the engagement for its ongoing business, provided this does not disclose the Client’s confidential or client-specific formulation details.
8.4 The Client retains ownership of its trademarks, brand names, and packaging designs supplied for use on manufactured products.
9.1 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Client under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (“ACL”) that cannot lawfully be excluded, restricted, or modified.
9.2 To the extent permitted by law, and subject to clause 9.1, Chemsure’s liability for a breach of any condition or warranty implied by law (that cannot be excluded) is limited, at Chemsure’s option, to one or more of the following: (a) the resupply of the Services or equivalent services; (b) the repair or replacement of the goods; or (c) the payment of the cost of resupply, repair, or replacement.
9.3 To the maximum extent permitted by law, Chemsure’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, is limited to the total amount paid by the Client for the specific Services giving rise to the claim.
9.4 To the maximum extent permitted by law, Chemsure is not liable for any indirect, special, or consequential loss, including loss of profits, loss of business opportunity, loss of data, or reputational damage.
9.5 Chemsure is not liable for any failure of the final product to comply with regulatory requirements in a jurisdiction where the Client sells or distributes the product, where such compliance was the Client’s responsibility under clause 6.2.
The Client agrees to indemnify and hold harmless Chemsure, its officers, employees, and contractors against any claim, loss, damage, or expense (including reasonable legal costs) arising from: (a) the Client’s breach of these Terms; (b) inaccurate, incomplete, or unlawful specifications or information provided by the Client; or (c) the Client’s use, marketing, sale, or distribution of the manufactured product in a manner that breaches applicable law.
Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from circumstances beyond its reasonable control, including natural disasters, supply chain disruption, pandemic, government action, or shortage of raw materials.
12.1 Either party may terminate an engagement by written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of written notice.
12.2 On termination, the Client remains liable for payment of all Services performed and costs reasonably incurred (including committed raw material and tooling costs) up to the date of termination.
13.1 In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation.
13.2 If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation before pursuing formal legal proceedings, unless urgent injunctive relief is required.
14.1 Governing Law: These Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
14.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.
14.3 Entire Agreement: These Terms, together with any applicable quote, order confirmation, or service agreement, constitute the entire agreement between the parties and supersede all prior discussions or representations.
14.4 Amendments: Chemsure may update these Terms from time to time. The version published on chemsure.com.au at the time an order is confirmed applies to that order.
14.5 Assignment: The Client may not assign or transfer its rights under these Terms without Chemsure’s prior written consent.
For questions about these Terms, please contact:
Labsure Pty Ltd (trading as Chemsure)
ABN: 89 687 887 109
Website: www.chemsure.com.au
Email: hello@chemsure.com.au
Address: PO Box 1128 Oxley , Brisbane, Queensland, Australia
