TERMS & CONDITIONS
In consideration of being permitted to purchase goods and/or services on credit from Ingreda Trading & Consulting Inc. dba “Ingreda Ops” / “Ingreda Food Ops” (collectively, “Ingreda”), the customer agrees to the following terms and conditions.​
The company purchasing goods or services shall be referred to as the “Client.” Ingreda shall be referred to as “Ingreda.”
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1. Confidentiality & Use of Credit Information
1.1 All information provided in any credit application or onboarding form will be kept confidential and used solely for credit evaluation, internal accounting, and risk management purposes.
1.2 In the event of non‑payment or default, the Client’s information and completed credit application may be disclosed to Ingreda’s legal counsel, collection agencies, insurers, or courts as evidence of the Client’s intention and obligation to pay all invoices issued by Ingreda for services rendered or products supplied.
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2. Payment Terms & Late Charges
2.1 Approved credit terms, if any, will be communicated expressly by Ingreda in writing or electronically. In the absence of specific written terms, payment is due upon receipt of invoice.
2.2 A service charge of 2% per month (24% per annum) will apply to all overdue balances, subject to the maximum rate permitted by applicable law, including section 347 of the Criminal Code (Canada).
2.3 Ingreda reserves the right to suspend services, hold deliveries, or revoke credit privileges at any time in the event of late payment, deterioration in the Client’s credit standing, or other reasonable credit concerns.
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3. Scope of Services & Role
3.1 Ingreda provides operational support services, which may include but are not limited to: packaging sourcing and coordination, production and co‑packing coordination, vendor sourcing and introductions, quality and compliance guidance, regulatory, labelling and certification support, and grant advisory and application support.​
3.2 Ingreda does not act as the manufacturer and does not guarantee the performance, outcomes, or conduct of any third‑party suppliers, manufacturers, co‑packers, logistics providers, or other vendors.
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4. Third‑Party Costs & Responsibility
4.1 Ingreda is not responsible for any additional or unforeseen costs incurred by the Client or any third party, including but not limited to: packing, shipping, freight, storage, or delivery charges; customs, brokerage, or duties; rework, reprocessing, inspection, or quality testing; or distributor, retailer, or end‑customer charges.
4.2 All third‑party costs are the sole responsibility of the Client unless Ingreda expressly agrees otherwise in a written agreement or purchase order.
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5. Delivery Delays
5.1 Ingreda is not liable for delays in production, shipment, or delivery caused by third‑party vendors, freight carriers, supply‑chain disruptions, force majeure events, or other circumstances beyond Ingreda’s reasonable control.
5.2 The Client acknowledges and accepts that Ingreda assumes no liability for late deliveries, regardless of cause, and any delivery dates are estimates only unless otherwise agreed in writing.
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6. Shortages, Variances & Adjustments
6.1 Production variances, shortages, and overages may occur due to normal manufacturing tolerances.
6.2 Ingreda reserves the right to (a) adjust invoices to reflect actual quantities delivered, or (b) coordinate re‑runs or remedial actions at its discretion, where applicable.
6.3 Ingreda is not responsible for any downstream costs or consequential losses resulting from shortages, overages, or variances.
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7. Quality Claims & Acceptance
7.1 The Client must inspect all goods and services upon receipt.
7.2 Any claims regarding defects, shortages, or non‑conformance must be reported to Ingreda in writing within ten (10) calendar days of delivery.
7.3 Failure to provide written notice within this timeframe constitutes full and final acceptance of the goods and services and a waiver of any related claims.
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8. Limitation of Liability
8.1 Ingreda shall not be liable for any loss of profits, loss of revenue, loss of business, business interruption, or any indirect, special, incidental, or consequential damages, whether arising in contract, tort, or otherwise.
8.2 To the fullest extent permitted by law, Ingreda’s total aggregate liability arising out of or in connection with any order, project, or transaction with the Client is strictly limited to the amount actually paid by the Client to Ingreda for the specific service, order, or invoice in dispute.
8.3 Nothing in these terms limits any liability that cannot legally be limited or excluded under applicable law.
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9. COD Terms & Credit Approval
9.1 All first orders are on a Cash on Delivery (COD) or pre‑payment basis, as specified on the invoice or order confirmation.
9.2 The Client’s account remains COD / pre‑pay until the Client’s credit application is approved in writing by Ingreda’s finance department.
9.3 Credit approval is not implied by ongoing discussions, quotations, proposals, or commencement of work.
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10. Client Information Changes
10.1 The Client must promptly notify Ingreda in writing of any changes to its legal business name, ownership, directors or principals, billing address, or primary contact details.
10.2 Ingreda may request updated credit information at any time and may adjust or withdraw credit terms based on such updates.
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11. Indemnification & Waiver
11.1 The Client agrees to indemnify, defend, and hold harmless Ingreda and its directors, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:
(a) the Client’s products;
(b) the Client’s formulations, specifications, or instructions;
(c) the Client’s regulatory or legal compliance failures; and
(d) the acts or omissions of third‑party vendors engaged by or approved by the Client.
11.2 The Client expressly waives, to the fullest extent permitted by law, any right to pursue claims against Ingreda for costs or damages arising from normal business operations, except where such waiver is prohibited by applicable law.
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12. Governing Law & Jurisdiction
12.1 These terms and any related supply of goods or services are governed by and construed in accordance with the laws of the Province of British Columbia and the applicable laws of Canada.
12.2 The parties submit to the exclusive jurisdiction of the courts of British Columbia in respect of any dispute arising out of or in connection with these terms or any transaction with Ingreda.
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13. Changes to These Terms
13.1 Ingreda may update or modify these Terms and Conditions of Credit & Services from time to time by posting the revised version on its website.
13.2 The updated terms apply to all new orders and services placed after the effective date of the revised terms. Continued use of Ingreda’s services after such changes constitutes acceptance of the updated terms.