Conditions of Sale

These Conditions of Sale apply to and form part of all sales agreements concluded by Ingredients Worldwide Company (the "Supplier"). The Supplier does not accept any general terms and conditions of purchase from the Buyer unless expressly agreed to in writing by the Supplier. In cases where the Supplier’s order confirmation contains terms that differ from these general conditions, the terms specified in the order confirmation shall prevail.

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2. Agreement
2.1 Order Confirmation
All sales by the Supplier must be confirmed in writing (via fax, mail, or electronic mail). An order is binding on the Supplier only when confirmed in writing by a duly authorised representative of the Supplier’s office.

2.2 Buyer’s Acceptance
The Buyer is deemed to have accepted the Supplier’s order unless they notify the Supplier in writing within ten (10) working days from the date the order confirmation was sent. Additionally, if the Buyer requests execution of the order, they are also deemed to have accepted the Supplier’s terms.

2.3 Deviations from Order Confirmation
Any order confirmations issued by the Buyer that deviate from the Supplier’s order confirmation shall only be binding if the Supplier explicitly accepts such deviations in writing.

2.4 Incoterms
The Supplier’s order may include abbreviated Incoterms (e.g., FOB, CIF, CFR). These shall be interpreted according to the latest definitions published by the International Chamber of Commerce (I.C.C.). For CIF/CFR conditions, Terminal Handling Charges (THC) at the destination are always the responsibility of the Buyer.

2.5 Delivery Instructions

The Supplier’s delivery instructions form an integral part of the agreement.

3.1 Fixed Pricing

The price stated in the Supplier’s order confirmation is fixed and exclusive of VAT.

3.2 Packing Costs
The price stated in the order confirmation includes the cost of packaging materials.

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4. Delivery
4.1 Force Majeure
In the event of force majeure that partially or entirely prevents the fulfilment of this agreement, the Supplier reserves the right to cancel the order, in whole or in part, without liability.

4.2 Definition of Force Majeure
Force majeure shall always and under all circumstances include, but is not limited to, the following events: [list events such as natural disasters, strikes, government restrictions, etc., if applicable].

4.3 Force Majeure Events  
Force majeure shall include, but is not limited to, the following events:  

- Fire at the factory, with the transportation company, and/or in the seaport  
- Blockade, mobilisation, or war  
- Import and export obstructions, including government interventions, regulatory changes, duties, levies, and similar measures  
- Terrorism, revolt, or civil unrest  
- Shipwreck before or after the declaration of shipment  
- Strikes at the factory, railway, transportation company, and/or seaport  
- Lockout and floating ice  
- Drastic changes in raw material or transportation pricing  
- Failure of delivery by the Supplier’s own suppliers  

These events are understood in the broadest sense and shall apply even if they could have been foreseeable.  

4.4 Supplier’s Risk Limitation  
The Supplier does not bear any financial or contractual risk for any of the circumstances mentioned in Clause 4.3.  

4.5 Separate Contracts & Partial Shipments  
Each delivery is considered a separate contract. The Supplier and Buyer agree that partial shipments are permitted.  

4.6 Abnormal Costs  
All additional costs, whether foreseeable or unforeseen, such as war-risk premiums exceeding 0.5% in the event of war or the threat of war, shall be borne by the Buyer and must be paid upon first demand. All government-imposed measures affecting the transaction are also the Buyer’s responsibility.  

4.7 European Union Agricultural Policy Compliance  
The Supplier is required to provide evidence to the competent authorities that goods supplied under this contract have been imported for consumption in the country of destination outside the European Union. By accepting this contract, the Buyer agrees to provide, upon request, either the original or duly certified copies of customs documents proving that the goods have been placed into free circulation in the destination country.  

4.8 Damage & Replacement  
In the event of damage, the Supplier is not obligated to provide a replacement.  

4.9 Buyer’s Default & Bankruptcy  
If the Buyer defaults on payment or becomes subject to bankruptcy proceedings, the Supplier reserves the right to cancel any further deliveries. Any losses or damages resulting from the Buyer’s default shall be borne solely by the Buyer.  

4.10 Quality Concerns & Arbitration  
If the Buyer believes that the quality of the goods does not meet the agreed standard, they must still accept the goods but have the right to request arbitration. Arbitrators will determine any applicable allowances for quality discrepancies.  

4.11 Product Liability & Recall  
The Supplier does not accept any product liability for goods supplied under the terms of this contract. Additionally, the Supplier is not liable or responsible for any product recalls of the supplied goods or products manufactured using them.  

4.12 Buyer’s Responsibility for Goods Inspection  
The Buyer is responsible for inspecting the goods before use in production or resale. The Supplier is not liable for any consequential damages arising from the Buyer’s failure to do so.  

4.13 Limitation of Liability  
The Supplier’s liability is strictly limited to the invoiced amount of the goods supplied.  

4.14 Quality Complaints & Notification  
If the supplied goods do not conform to the agreed product specifications, the Buyer must notify the Supplier in writing within three (3) working days. If no such notification is received within this period, the Supplier shall not be liable for any.

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