Version 2026.07.23
Cosmain Terms of Service
Effective 23 يوليو 2026
Updated B2B Terms covering account security, product and document variability, deposits and final payment, two-day FX locks, EXW delivery, claims and remedies, liability, and dispute handling.
1. Business operator
코스메인(COSMAIN) / COSMAIN
Business Taxpayer ID Number
Representative
Business registration date
Mobile
Office
Fax
Registered address
These Terms of Service ("Terms") govern access to and use of Cosmain websites, the
Cosmain Console, catalog, cart, preorder, order, invoice, payment, shipment, support,
and related B2B services (the "Service").
The Service is operated by 코스메인(COSMAIN) / COSMAIN ("Cosmain", "we", "us", or
"our"). Cosmain is a Korean B2B cosmetics sourcing and wholesale platform. The Service
is intended for business use only and is not intended for personal, household, or
consumer purchases.
By accessing or using the Service, creating an account, submitting an access request,
accepting a legal document version, placing a preorder or order, approving an invoice,
or making a payment, you agree to these Terms on behalf of yourself and the company or
organization you represent.
2. Commercial Summary
This summary is provided for convenience. The full Terms below control if there is a
conflict.
| Topic | Cosmain position |
|---|---|
| Service type | B2B cosmetics sourcing, wholesale, catalog, order, payment, and trade-support platform |
| Eligible users | Business buyers, suppliers, account users, staff, and authorized representatives |
| Consumer use | Personal and household purchasing is not permitted; eligible buyers may purchase for lawful resale to consumers |
| Account approval | Cosmain may review, approve, reject, suspend, or limit access requests and accounts |
| Catalog information | Product names, packaging, formulations, prices, stock, MOQ, lead times, documents, and availability may change until confirmed in an order or commercial document |
| Preorders and carts | A cart, selection, request, or preorder is not a binding purchase until accepted by Cosmain through the applicable order flow or written confirmation |
| Deposits | A deposit starts procurement and is credited to the order in KRW; the portion allocated to goods Cosmain cannot fulfill is refundable |
| Final payment | Final payment is requested after fulfilled goods are finalized at the Cosmain warehouse; finalized goods are not refundable for buyer-requested cancellation after final payment |
| Exchange rates | PI and CI exchange rates are locked separately for two calendar days |
| Shipping | Unless a commercial document states otherwise, delivery is EXW at the named Cosmain warehouse and collection point under Incoterms® 2020 |
| Import and resale | Buyers are responsible for destination-country import, registration, labeling, taxes, duties, customs clearance, advertising, and resale compliance unless Cosmain agrees otherwise in writing |
| Returns and claims | Verified shortages, wrong items, Cosmain warehouse errors, pre-delivery damage, and other covered failures receive an appropriate replacement, credit, refund, or other commercially reasonable remedy |
| Liability | Cosmain's ordinary transaction liability is capped at the amount paid for the specific affected goods |
| Legal acceptance | A material update becomes effective for a user when the user affirmatively accepts it through the Service |
3. Eligibility and Authority
You may use the Service only if you are acting for a business, company, sole proprietor,
distributor, retailer, marketplace operator, supplier, logistics partner, or other
commercial organization.
You represent that:
- you have authority to bind the business or organization you represent;
- all account, company, payment, shipping, and qualification information you provide is
accurate and current;
- your use of the Service complies with laws that apply to you, your company, your
products, your destination market, and your resale activity;
- you will not use the Service for personal, household, or other non-business purchases
or for unlawful trade activity.
Cosmain may request additional company information, business documents, payment evidence,
import documentation, or resale context before approving access, confirming an order,
releasing documents, or making goods available for collection.
4. Accounts, Roles, and Security
Access to protected areas of the Service may require approval, invitation, authentication,
and assignment to a business account.
You are responsible for:
- keeping login credentials, magic links, reset links, and invitation links confidential;
- ensuring that account users are authorized by your company;
- promptly removing or asking Cosmain to remove users who should no longer have access;
- activity that you or your authorized users perform through your account;
- unauthorized activity resulting from your failure to use reasonable account-security
measures.
Notify Cosmain promptly if you believe an account, credential, invitation, or payment
instruction has been compromised. After receiving notice, Cosmain will take reasonable
steps to restrict further unauthorized use. You are not responsible for unauthorized
activity caused by Cosmain's systems or by circumstances outside your reasonable control.
Cosmain may rely on instructions, approvals, uploads, messages, payment selections, order
actions, and legal acceptances that reasonably appear to come from you or an authorized
user. We will review a reasonably supported report that an instruction or action was
unauthorized.
Cosmain may suspend or limit access when reasonably necessary to investigate suspected
unauthorized use, inaccurate information, fraud, abuse, a material breach of these Terms,
sanctions or trade risk, non-payment, or a security concern. Where the issue can reasonably
be corrected and immediate action is not required by law or to prevent harm, Cosmain will
provide notice and a reasonable opportunity to correct it.
5. B2B Access Review
Cosmain may review access requests before granting catalog or ordering access. Review may
consider company profile, country, sales channels, order size, target market, product
category, support needs, supplier suitability, sanctions or trade risk, payment risk, and
other operational factors.
Cosmain may approve, reject, waitlist, withdraw, suspend, or limit access. Approval for
access does not guarantee approval of a specific order, brand, product, price, destination
market, payment method, document, shipment, or supplier arrangement.
6. Catalog, Product, and Pricing Information
Catalog information is provided for B2B review and sourcing support. Unless an order,
proforma invoice, commercial invoice, sales invoice, or other Cosmain-issued commercial
document expressly states otherwise, catalog information is not a binding offer.
Cosmetics may be renewed or changed by a brand without a long transition period. Product
names, packaging, artwork, formulation, ingredient information, size, specifications,
country-specific presentation, lot information, and remaining shelf life may vary between
catalog information, samples, production lots, and the goods ultimately available for an
order.
Cosmain will use commercially reasonable efforts to identify a material change that becomes
known before final payment. A known material substitution or material formulation, size,
or product-identity change will be communicated to the buyer for confirmation. Minor
packaging, artwork, or naming changes that do not change the ordered product's commercial
identity will not by themselves constitute non-conformity.
A fixed minimum remaining shelf life applies only when it is expressly agreed in the
applicable quotation, PI, order confirmation, or other written commercial document. Where
expiry or lot information is printed on or supplied with goods received at the Cosmain
warehouse, Cosmain may provide that information during final order review.
Upon request, Cosmain may provide INCI lists, MSDS documents, authenticity documents,
authorization documents, certificates, or other product information that the relevant
brand or supplier makes available for the product or lot. Some brands restrict or do not
issue particular documents. Cosmain does not promise that every requested document will
be available.
Unless Cosmain expressly states that it independently created or verified a document,
brand and supplier documents are provided as received. The buyer is responsible for
determining whether a document is current, sufficient, and acceptable for its destination
market, registration, labeling, advertising, or resale requirements.
You are responsible for independently confirming that products are suitable for your
market, business model, advertising claims, product registration, labeling, resale
channel, and end customers.
7. Carts, Preorders, Order Intents, and Orders
A cart, saved selection, request, preorder, inquiry, availability request, or order intent
is a request for commercial review. It is not a binding purchase order unless Cosmain
accepts it through the applicable order flow or written commercial confirmation.
Before acceptance, Cosmain may accept, reject, split, revise, delay, partially confirm, or
cancel requested items based on supplier availability, brand restrictions, MOQ, price
changes, payment status, compliance issues, shipping feasibility, documentation, or
operational risk.
Where the Service uses preorder, availability, or order-intent flows:
- staff confirmation may be required before payment;
- a deposit may be required before procurement starts or before a sales order is created;
- manual payment methods may require proof upload and staff acceptance;
- PayPal or another payment provider may automatically settle a supported payment when
provider confirmation is received;
- procurement, supplier ordering, document generation, or release may be delayed until
required payment and review steps are complete.
Quantities requested or shown before procurement are subject to brand fulfillment. If a
brand or supplier provides less than the requested quantity, Cosmain will reduce the final
order accordingly and refund or credit the deposit allocated to the unfulfilled quantity.
Cosmain is responsible for accurately recording and releasing the quantities that it has
received, finalized, and included in the final invoice or packing list. A verified Cosmain
warehouse counting or picking error will be handled as a shortage or wrong-item claim.
Cosmain records may be used as evidence of the status, timing, content, and version of
carts, orders, invoices, payments, acceptance events, and related instructions. If you
identify a possible error, notify Cosmain with the relevant order or document details.
Cosmain will review reasonably supported correction requests and will not treat its
internal record as conclusive when reliable contrary evidence is available.
8. Invoices, Deposits, Payments, Credits, and Exchange Rates
Cosmain may issue proforma invoices ("PI"), deposit invoices, commercial invoices ("CI"),
final invoices, logistics invoices, packing lists, shipping documents, payment messages,
and other commercial documents through the Service.
A deposit starts procurement and is credited toward the order; it is not a cancellation
penalty. If Cosmain cannot fulfill all or part of the confirmed order, the deposit allocated
to the unfulfilled goods will be refunded or, with the buyer's agreement, credited to
another order.
Where a deposit is paid in a currency other than KRW, the deposit is converted and recorded
as a KRW credit using the exchange rate stated in the applicable PI. The final KRW value of
fulfilled goods is determined during final invoicing. The recorded KRW deposit credit is
deducted from that KRW value, and the remaining balance is converted for payment using the
exchange rate stated in the applicable CI.
An exchange rate stated in a PI is locked for two calendar days from PI issuance and applies
to a deposit received within that period. The exchange rate stated in a CI is a separate
rate locked for two calendar days from CI issuance and applies to final payment received
within that period. The PI or CI may state an exact expiry timestamp and time zone.
If payment is not received within the applicable two-day period, Cosmain may reissue the
PI or CI using the then-current exchange rate. Reissuance may be required even when the
displayed rate has not materially changed so that the payment validity period and records
remain current.
Cosmain requests final payment only after the fulfilled goods have been finalized at the
Cosmain warehouse and are awaiting collection, shipment, or release. Once final payment is
made, the buyer may not cancel the finalized goods for convenience and the payment is
non-refundable for a buyer-requested cancellation.
Non-refundability after final payment does not limit a remedy for a verified shortage,
wrong item, Cosmain warehouse error, non-release by Cosmain, or another failure for which
Cosmain is responsible. It also does not prevent repayment required by applicable law.
Supported payment methods may include bank transfer, PayPal, Wise-related payment
references, manual payment proof upload, manager-assisted payment, or other methods shown
in the Service. Availability of a payment method does not guarantee acceptance for every
account, country, order, amount, or invoice.
You are responsible for payment accuracy, payment references, bank charges, intermediary
fees, destination bank fees, currency conversion, and compliance with payment-provider
terms. Cosmain may reject or hold a payment that cannot be matched, verified, reconciled,
or lawfully accepted.
Overpayments, underpayments, failed payments, provider fees, FX differences, bank fees,
or missing payment references may delay fulfillment while the payment is reconciled.
Cosmain will notify the buyer of a material discrepancy and explain the amount or
information needed to resolve it. Confirmed overpayments will be credited or refunded,
subject to agreed outstanding amounts and unavoidable bank or payment-provider fees.
Cosmain may record payments, credits, agreed adjustments, FX adjustments, opening balances,
and other supported ledger entries against the relevant account or order. Buyers may
request an explanation or correction of a ledger entry they reasonably believe is
inaccurate.
Cosmain will issue an approved refund or credit note within 10 business days after the
refundable amount and payment details are confirmed. Bank, intermediary, and
payment-provider processing times are outside Cosmain's control. A refund will normally
be made through the original payment route where reasonably possible.
9. Shipping, EXW, Customs, and Import Compliance
Unless the applicable commercial document expressly states another Incoterm, delivery is
EXW at the named Cosmain warehouse and collection point in the Republic of Korea,
Incoterms® 2020.
Cosmain bears the risk of loss or damage until the identified and finalized goods are
placed at the buyer's disposal at the named collection point on the agreed collection
date. Delivery and risk transfer occur at that time, before the goods are loaded onto the
collecting vehicle.
From delivery, the buyer bears the risk and cost of loading, carriage, insurance, export
and import clearance, customs, storage, delay, and destination handling unless the
applicable commercial document expressly assigns a responsibility to Cosmain.
If Cosmain separately agrees to assist with loading, export documents, carrier
coordination, or another post-delivery activity, that assistance does not change the EXW
delivery or risk-transfer point unless the parties expressly agree to another Incoterm in
writing.
Risk transfer does not release Cosmain from responsibility for a verified shortage, wrong
item, warehouse picking error, or damage that occurred before delivery.
You are responsible for confirming whether goods may be lawfully imported, distributed,
advertised, and sold in the destination market. This includes cosmetic registration,
ingredient restrictions, labeling language, claims, safety files, certificates, restricted
substances, sanctions, import licenses, resale permits, marketplace requirements, and any
other market-specific rules.
Cosmain may refuse, delay, cancel, or require additional documents for orders that appear
non-compliant, high-risk, restricted, sanctioned, fraudulent, or impractical to fulfill.
If Cosmain cannot fulfill affected goods, the deposit allocated to those goods will be
refunded or credited as described in Section 8.
10. Supplier, Brand, and Third-Party Conditions
Cosmain may source goods from suppliers, brand owners, distributors, warehouses, logistics
providers, payment providers, messaging providers, data providers, and other third parties.
Third-party conditions may affect price, MOQ, lead time, availability, documents, shipment,
payment acceptance, quality claims, returns, and cancellation rights. Cosmain is not
responsible for a third-party delay, discontinuation, stock error, brand restriction,
carrier delay, customs hold, payment-provider outage, or regulatory action outside
Cosmain's reasonable control.
Cosmain will communicate a material known effect on an accepted order and apply the
non-fulfillment, price-change, or correction process stated in these Terms. This exclusion
does not excuse Cosmain's own payment allocation, warehouse handling, recordkeeping,
communication, or other obligations expressly stated in these Terms.
Where the Service links to or integrates with third-party services, those services may
have their own terms, privacy policies, fees, limits, and dispute processes.
11. Product Claims, Quality, Inspection, and Remedies
Cosmain supports sourcing, documentation, warehouse finalization, and order coordination,
but buyers remain responsible for destination-market product suitability and resale
compliance.
Product images, descriptions, ingredient notes, and marketing references are for business
review and may not be sufficient for local regulatory or advertising compliance. Product
and lot documentation is subject to the limitations in Section 6.
The buyer must inspect the goods and available shipping records promptly. Claims should
be submitted within the following periods:
- visible carton or transit damage: note the condition with the carrier when reasonably
possible and notify Cosmain within seven calendar days after documented delivery;
- shortage, wrong item, wrong quantity, or another issue reasonably discoverable through
delivery inspection: within seven calendar days after documented delivery;
- an apparent manufacturing defect, material formulation or batch inconsistency, or
another issue not reasonably discoverable during delivery inspection: within 30 calendar
days after documented delivery or, if discovered later despite reasonable inspection,
within seven calendar days after discovery.
These periods do not prevent a buyer from reporting an official brand recall, a product
safety notice, or deliberate fraud discovered later. The buyer must preserve the affected
goods, lot and expiry markings, cartons, labels, and reasonably available evidence while
a claim is reviewed.
Claims should include the order or invoice number and the evidence reasonably available
to the buyer, such as photographs, carton details, product details, affected quantities,
lot or expiry information, and carrier documents where applicable. Cosmain will not reject
a claim solely because the buyer cannot provide a document that does not exist or is not
reasonably available.
A missed deadline may affect a claim when the delay materially prevents Cosmain, the
brand, supplier, or carrier from verifying the issue or pursuing a recovery. A claim will
not be rejected solely for a minor delay that causes no material prejudice.
A claim may be rejected when the available evidence reasonably shows that the problem
resulted from improper handling or storage after risk passed to the buyer, a
destination-market restriction, or another circumstance for which Cosmain is not
responsible.
Cosmain will review claims in good faith and communicate the result. For a verified
shortage, wrong item, warehouse error, pre-delivery damage, defect, or other material
failure to match the confirmed order for which Cosmain is responsible, Cosmain will
provide an appropriate replacement, credit, refund, supplier escalation, logistics claim
support, or other commercially reasonable remedy.
12. Cancellations, Changes, Returns, and Refunds
B2B orders are often sourced, reserved, procured, packed, or prepared specifically for the
buyer. A confirmed order may become non-cancellable or subject to cancellation costs once
Cosmain or a supplier has reserved stock, started procurement, begun buyer-specific
preparation, booked shipment, or otherwise incurred a non-recoverable cost for that order.
Cosmain will review a cancellation or change request based on the order status, costs
already incurred, supplier acceptance, product condition, payment status, shipping status,
and applicable law. If a request cannot be accepted in full, Cosmain will explain the
relevant order status or non-recoverable cost.
Amounts paid for buyer-cancelled goods that have not been committed to a non-recoverable
order cost will be refunded or credited. If Cosmain cannot fulfill goods, the deposit
allocated to those goods will be refunded or credited without a non-recoverable-cost
deduction unless the buyer previously approved that cost in writing.
An approved return must follow reasonable return instructions provided by Cosmain. Return
shipping, customs costs, duties, taxes, inspection costs, restocking charges, bank fees,
and payment-provider fees may be deducted when the return is requested for a reason for
which Cosmain is not responsible.
Those return costs will not be charged to the buyer to the extent the return results from
a verified wrong item, shortage, Cosmain warehouse error, pre-delivery damage, defect, or
other material Cosmain failure to match the confirmed order.
13. Prohibited Use
You must not:
- use the Service for unlawful, fraudulent, misleading, infringing, or abusive activity,
or use the B2B Service to make personal, household, or other non-business purchases;
- submit false company, account, payment, shipping, compliance, resale, or import
information;
- attempt to purchase, source, import, export, advertise, or resell products in violation
of law, sanctions, brand restrictions, intellectual-property rights, product safety
rules, cosmetic rules, customs rules, or marketplace policies;
- scrape, copy, harvest, reverse engineer, overload, disrupt, or interfere with the
Service;
- bypass account approval, role permissions, rate limits, brand blocks, payment gates,
legal acceptance gates, or security controls;
- upload malware, unlawful content, unnecessary sensitive information, or documents you
are not allowed to provide;
- use Cosmain product data, supplier data, pricing, catalog assets, or documents to mislead
suppliers, buyers, regulators, platforms, or customers.
For clarity, an eligible retailer, distributor, or marketplace operator may purchase
products for lawful resale to consumers. The restriction above applies to purchasing
through the Service for personal or household use.
Cosmain may investigate, restrict, remove, suspend, terminate, or report activity that
reasonably appears to violate these Terms or create legal, security, payment, trade,
supplier, or operational risk.
14. User Content and Uploaded Materials
You may submit information, messages, documents, files, payment proofs, business details,
images, instructions, and other materials through the Service ("User Content").
You represent that you have the right to provide User Content to Cosmain and that it is
accurate, lawful, and not misleading. You grant Cosmain a worldwide, non-exclusive,
royalty-free license to host, store, process, reproduce, transmit, translate, display
internally, share with relevant service providers or transaction parties, and otherwise
use User Content as needed to provide the Service, support transactions, maintain records,
comply with law, and enforce these Terms.
Do not upload personal data, confidential data, regulated data, or third-party materials
unless they are necessary for the business purpose and you have authority to provide them.
15. Intellectual Property and Approved Product Assets
The Service, software, interface, layout, database structure, catalog organization, text,
graphics, product data structure, workflows, generated platform content, trademarks, and
other materials are owned by Cosmain or its licensors and are protected by
intellectual-property and other laws.
Subject to these Terms, Cosmain grants you a limited, revocable, non-exclusive,
non-transferable right to access and use the Service for your internal B2B sourcing,
ordering, payment, and support activities.
You may not copy, resell, sublicense, commercialize, scrape, export, or reuse the Service
or Cosmain content except as expressly allowed by Cosmain or as necessary for an approved
transaction.
A buyer may use a brand name, product image, description, document, or other resale asset
obtained through Cosmain only when Cosmain or the relevant rights holder has provided
written approval for that use. Approval may be limited by product, channel, market,
duration, brand guideline, or another stated condition and does not transfer ownership.
The buyer is responsible for following the approval conditions and for obtaining any
additional market, platform, advertising, or regulatory approval required for its use.
Cosmain does not grant rights that a brand or other rights holder has not authorized
Cosmain to grant.
16. Mutual Confidentiality
Each party may receive non-public business information from the other in connection with
the Service or a transaction. Confidential information may include non-public prices,
supplier or sourcing information, account terms, order notes, invoices, payment
instructions, forecasts, business plans, customer information, and other information that
is marked confidential or that a reasonable business person would understand to be
confidential in the circumstances.
Each party will use the other party's confidential information only for the Service, the
relevant transaction, internal purchasing, compliance, accounting, logistics, legal
review, or another purpose authorized by the disclosing party. Each party will protect the
information with reasonable care and disclose it only to personnel, professional advisers,
service providers, and transaction parties who need it for an authorized purpose and are
subject to appropriate confidentiality obligations.
Confidential information does not include information that the receiving party can show:
- is or becomes public without breach of these Terms;
- was lawfully known without a confidentiality duty before disclosure;
- was received lawfully from a third party without a confidentiality duty;
- was independently developed without using the other party's confidential information.
A party may disclose confidential information when required by law or a competent
authority. Where legally permitted, it will provide reasonable advance notice so the
other party may seek appropriate protection.
17. Privacy and Data Protection
Cosmain processes personal information according to the Cosmain Privacy Policy and
applicable privacy laws. By using the Service, you acknowledge that Cosmain may process
account, access request, catalog, cart, order, invoice, payment, shipment, communication,
log, cookie, legal acceptance, and related information as described in the Privacy Policy.
If you provide personal information about another individual, you are responsible for
giving any required notice and obtaining any required authorization before providing that
information to Cosmain.
18. Service Availability, Corrections, and Commercial Changes
Cosmain may update, improve, restrict, suspend, or discontinue parts of the Service. The
Service may be unavailable due to maintenance, errors, security events, provider outages,
network issues, payment-provider downtime, database issues, force majeure events, or other
operational reasons.
Cosmain may correct genuine errors in product information, pricing, order records,
invoices, shipping charges, payment status, exchange-rate display, documentation, or
account data. Cosmain will notify the buyer when a correction materially affects a pending
or accepted transaction and will provide the basis for the correction.
Cosmain will bear a pricing loss caused solely by a Cosmain calculation, entry, or
quotation error after Cosmain has accepted the order and received the deposit.
A brand or supplier may change its MSRP, supply rate, or supply price after an order has
started. Cosmain will ordinarily absorb an increase that can be covered by available
margin. If the increase would create a material loss, Cosmain will provide the buyer with
the available supporting explanation and propose a reasonable sharing of the additional
cost. The buyer will not be charged an additional amount without written acceptance.
If the parties cannot agree on a material brand or supplier increase, either party may
cancel the affected goods. Cosmain will refund or credit the deposit allocated to those
goods, less only a non-recoverable amount that the buyer previously approved in writing.
Cosmain will not materially change the confirmed product identity, fulfilled quantity,
total product price, or agreed Incoterm of an accepted order without the buyer's agreement,
except when required by law. If an event outside Cosmain's reasonable control prevents
performance on the confirmed terms, the parties will first try to agree on a reasonable
alternative. If they cannot, the buyer may cancel the affected portion and receive a
refund or credit of amounts paid for that portion, less only a non-recoverable amount that
the buyer previously approved in writing.
19. Legal Document Versioning and Acceptance
Cosmain maintains versioned legal documents, including these Terms, the Privacy Policy,
Cookie Policy, and other notices. Acceptance records may include document type, version,
content hash, timestamp, user, IP address, user agent, locale, jurisdiction, and acceptance
surface.
Cosmain may require users to accept current required legal document versions before
continuing to use protected areas of the Service.
A material update becomes effective for a user when that user affirmatively accepts it
through the acceptance prompt. Until acceptance, Cosmain may restrict access to protected
Service areas, but declining or delaying acceptance does not cancel an accepted order or
remove rights and obligations already created under the previously accepted Terms.
Updated Terms do not retroactively change the commercial terms of an order already
accepted by Cosmain unless the change is required by law or the parties expressly accept
the order change in writing.
20. Service and Product Information Disclaimer
The digital Service is provided on an "as is" and "as available" basis. To the maximum
extent permitted by law, Cosmain does not promise that the websites, Console, integrations,
or digital features will be uninterrupted, error-free, or continuously available.
Except for an express commitment in an accepted order or written commercial document,
Cosmain does not independently warrant a brand's product claims, formulation, performance,
market suitability, regulatory status, document availability, packaging continuity, or
future availability.
This section does not remove Cosmain's obligations for deposits, finalized warehouse
quantities, approved pricing, pre-delivery handling, accepted commercial terms, or covered
claims and remedies expressly stated in these Terms.
21. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect,
incidental, special, consequential, punitive, or exemplary damages, or for lost profit,
lost sales, loss of goodwill, or loss of business opportunity arising from the Service or
a transaction.
Cosmain is not responsible for a regulatory penalty, customs action, marketplace action,
or resale loss caused by the buyer's destination-market non-compliance, labeling,
advertising, storage, handling, distribution, or other activity after risk transferred to
the buyer.
To the maximum extent permitted by law, Cosmain's total liability arising from a
transaction will not exceed the amount actually paid to Cosmain for the specific affected
goods giving rise to the claim.
This cap does not reduce Cosmain's obligation to return a deposit or other amount paid for
goods that Cosmain did not fulfill. Nothing in these Terms excludes or limits liability
for fraud, intentional misconduct, gross negligence, or another liability that cannot
lawfully be excluded or limited.
22. Indemnity
Each party will indemnify and hold harmless the other party and its representatives,
employees, and contractors from a third-party claim, and the resulting damages, penalties,
and reasonable external defense costs, to the extent caused by the indemnifying party's:
- material breach of these Terms;
- negligence, intentional misconduct, or violation of law;
- infringement or misuse of a third party's intellectual-property, privacy, or
confidentiality rights through content or materials that the indemnifying party supplied
or used without authorization.
The buyer will also indemnify Cosmain for a third-party claim to the extent caused by the
buyer's import, registration, labeling, advertising, marketplace listing, storage,
handling, distribution, or resale of products in violation of applicable law or the
confirmed product and document limitations.
An indemnity does not apply to the extent the claim was caused or increased by the
indemnified party's breach, negligence, intentional misconduct, unauthorized product
change, or violation of law.
The party seeking indemnity must provide prompt written notice and reasonable cooperation.
A delayed notice reduces the indemnity only to the extent the delay materially harms the
defense. The indemnifying party may control the defense with reasonably qualified counsel.
It may not settle a claim in a way that admits fault, imposes a non-monetary obligation,
or fails to release the indemnified party without that party's prior written consent,
which will not be unreasonably withheld.
23. Suspension and Termination
You may stop using the Service at any time, subject to obligations and rights arising from
transactions already accepted. Cosmain may suspend or terminate access for a material
breach, suspected fraud, non-payment, chargeback, sanctions or legal compliance concerns,
security risk, abuse, or another substantial reason connected to the safe and lawful
operation of the Service.
Cosmain may act immediately when reasonably necessary to comply with law, prevent fraud or
harm, protect account or payment security, or address a breach that cannot reasonably be
cured. In other cases, Cosmain will provide notice of the reason and a reasonable
opportunity to correct a remediable breach before termination.
Suspending or terminating Service access does not by itself cancel an accepted order.
Cosmain will complete, cancel, or refund the affected order according to its status,
applicable law, and the agreed commercial terms, and will provide the buyer with a
reasonable explanation.
Termination does not affect amounts owed, payment obligations, confidentiality obligations,
intellectual-property restrictions, legal acceptance records, audit records, dispute
rights, liability limits, indemnity, or provisions that by their nature should survive.
24. Governing Law and Disputes
These Terms and each transaction are governed by the laws of the Republic of Korea,
without regard to conflict-of-law rules.
A party must first give written notice describing the dispute and the requested
resolution. The parties will use good-faith business discussions to try to resolve the
dispute within 30 calendar days after the notice, unless urgent relief is reasonably
required. Either party may take a step required to preserve a claim or legal right during
that period.
If the dispute is not resolved, the courts of the Republic of Korea will have jurisdiction
unless a mandatory law requires another forum.
After a dispute arises, the parties may agree in writing to submit it instead to
confidential arbitration in English before one independent arbitrator. The parties may
select a neutral seat in a jurisdiction where neither party is established, including
Singapore or Hong Kong, and must identify the arbitral institution, seat, rules, and
language in that written agreement.
Either party may seek urgent injunctive or equitable relief in a competent court when
reasonably necessary to protect confidential information, intellectual property, payment
security, the Service, or other legal rights.
25. Changes to These Terms
Cosmain may update these Terms from time to time. The updated version will state its
effective date and will be presented through the Service when acceptance is required.
A material update becomes effective for a user when the user affirmatively accepts it
through the Service. Updated Terms do not retroactively change an order already accepted
by Cosmain unless the change is required by law or the parties expressly agree otherwise
in writing.
If you do not agree to updated Terms, you may stop using the Service and Cosmain may
restrict access to protected Service areas. Rights and obligations arising from an order
already accepted continue under the Terms and commercial documents applicable to that
order.
