Purchase Conditions

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Applicability
1.1 These purchase conditions apply to all purchase agreements concluded by  Ingredients  Worldwide. (the purchaser).  
1.2 The purchaser does not accept any general conditions of sale of the seller/supplier (the supplier), except where expressly accepted in writing by the purchaser.  
1.3 If the purchaser’s order confirmation contains conditions that deviate from these general conditions, the conditions in the purchaser’s order will prevail.  

*Agreement*  
2.1 All purchases must be confirmed in writing by the purchaser (via fax, mail, or electronic mail).  
2.2 An order is binding on the purchaser only if confirmed in writing by an authorised representative.  
2.3 The supplier is deemed to have accepted the order unless they notify the purchaser otherwise in writing within ten working days of the purchaser’s confirmation being sent.  
2.4 The supplier also accepts the order if they begin execution.  
2.5 Any deviations in the supplier’s order confirmation are only binding if accepted in writing by the purchaser.  
2.6 Incoterm conditions (e.g., FOB, CIF) shall be interpreted according to the most recent International Chamber of Commerce (ICC) definitions.  
2.7 The purchaser’s delivery instructions form part of the agreement.  
2.8 If the supplier fails to meet delivery terms or the general purchase conditions, the purchaser reserves the right to cancel this and other agreements.  

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Price
3.1 The price in the purchaser’s order confirmation is firm and exclusive of VAT unless otherwise stated.  
3.2 The price includes the cost of clean, sound, and suitable seaworthy packaging.  

*Delivery*  
4.1 The supplier shall deliver goods in full conformity with the agreed specifications, brand, and markings.  
4.2 Failure to meet the delivery time constitutes default, allowing the purchaser to cancel the order or claim damages, including replacement purchase costs.  
4.3 Delivery must include all required analysis reports, certificates, and test reports.  
4.4 Goods remain at the supplier’s risk until delivery to the agreed destination.  
4.5 The supplier must notify the purchaser prior to dispatch.  
4.6 The purchaser may require representative samples at the supplier’s expense.  

*Testing & Inspection*  
5.1 The purchaser may audit the quality or state of goods before delivery.  
5.2 The supplier must provide necessary equipment and information for inspection.  
5.3 If results are unsatisfactory, the purchaser may cancel the order without compensation to the supplier.  

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Guarantee
6.1 The supplier guarantees goods conform to specifications and are suitable for human consumption or manufacturing food products.  
6.2 The applicability of any conflicting laws or regulations in the Netherlands is replaced by UK law.  
6.3 If goods are non-compliant, the supplier must replace them at their expense and conduct a recall if necessary.  
6.4 The purchaser may demand rectification, replacement, or dissolution of the agreement, and may withhold or set off payments against damages.  
6.5 The supplier must comply with all legal requirements related to manufacturing, storage, transport, and delivery.  
6.6 The supplier indemnifies the purchaser against third-party claims related to:  
   6.6.1 Non-compliance with regulations.  
   6.6.2 Non-conformance with agreed specifications.  
   6.6.3 Product liability claims.  
6.7 The supplier guarantees a minimum remaining shelf life of two years unless otherwise agreed in writing.  

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Deviations
7.1 The purchaser’s approval of specifications or samples does not imply approval of deviations unless explicitly confirmed in writing.  
7.2 If goods do not meet specifications, independent certified experts may be appointed. The losing party bears the expert’s costs.  

*Confidentiality*  
8.1 The supplier must treat all purchaser information as confidential and not disclose it to third parties, even after contract completion or termination.  

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Packing
9.1 All orders must be supplied in purchaser-confirmed packaging, with no supplier branding or markings unless agreed in writing.  
9.2 Non-compliance allows the purchaser to reject goods at the supplier’s expense.  

*Trademarks & Patents*  
10.1 The supplier indemnifies the purchaser against third-party claims related to trademarks, branding, or intellectual property.  
10.2 The supplier indemnifies the purchaser against patent-related claims globally.  

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Payment
11.1 The purchaser shall pay within 30 days of invoice receipt unless otherwise agreed in writing.  
11.2 The purchaser may offset any claims against the supplier or affiliated companies.  

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Applicable Law
12.1 The agreement is governed by UK law.  
12.2 The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.  

*Disputes*  
13.1 Any disputes arising from the agreement are subject to the exclusive jurisdiction of UK courts.  
13.2 Alternatively, the purchaser may choose arbitration in London under UK arbitration rules, conducted in English by three arbitrators. 

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