Master Terms of Service, Commercial Policies & Privacy Governance

ON INGREDIENTS

Effective Date: September 2, 2026

Applicability: Website Use, Online Orders, Direct B2B Sales & Wholesale Supply across the European Economic Area (EEA), United States, and Global Markets.

1. GENERAL TERMS & WEBSITE OPERATIONS

Welcome to ON Ingredients ("Company", "we", "us", or "our"). These Master Terms of Service govern access to and use of our website, digital platforms, online ordering services, and commercial supply operations globally.

By accessing or using our website, submitting an order, requesting a quotation, purchasing products, or entering into a commercial relationship with ON Ingredients, you acknowledge and agree to these Master Terms & Conditions, unless otherwise expressly agreed in writing.

Where separate written commercial terms, quotations, purchase agreements, specifications, or Incoterms® have been expressly agreed between ON Ingredients and the Buyer, those specific terms shall prevail in the event of conflict.

1.1 Business Customers & Authority

Our products are primarily supplied as ingredients and raw materials to businesses, manufacturers, distributors, and other professional customers. By accessing our website or purchasing products, you represent that you are at least 18 years of age and possess the legal capacity to enter into binding commercial contracts. If you place an order or enter into an agreement on behalf of a company or legal entity, you represent and warrant that you have full authority to bind that organization.

Unless expressly stated otherwise, these Terms are intended for business-to-business ("B2B") transactions and are not intended to limit any mandatory consumer rights under applicable local laws.

1.2 Intellectual Property

All website content, trade names, product information, specifications, photographs, graphics, logos, software, technical documents, and materials made available by ON Ingredients are owned by or licensed to ON Ingredients. No content may be reproduced, distributed, modified, or commercially exploited without prior written authorization.

1.3 Non-Assignment

The Buyer shall not assign, transfer, or subcontract any of its rights or obligations under these Terms or any commercial agreement without the prior written consent of ON Ingredients.

2. FOOD SAFETY, REGULATORY & PRODUCT INFORMATION

2.1 EU Food Regulatory Compliance (Applicable to European Supply)

Products supplied by ON Ingredients for the European market are intended to comply with applicable European Union food legislation and mutually agreed product specifications at the time of supply. Any nutritional, functional, or health-related information must be interpreted and used in accordance with applicable European Union rules concerning nutrition and health claims.

2.2 FDA & Regulatory Compliance Disclaimer (Applicable to US & Non-EU Supply)

Statements made on our website or technical materials regarding organic ingredients, botanical extracts, or raw food components supplied to US markets have not been evaluated by the U.S. Food and Drug Administration (FDA). Products are provided as raw ingredient inputs and are not intended to diagnose, treat, cure, or prevent any medical condition or disease.

2.3 Natural Variation & Specifications

As a supplier of natural and certified organic agricultural ingredients, ON Ingredients acknowledges that physical, sensory, and analytical characteristics (including color, mesh or particle size, density, aroma, and moisture content) may naturally vary between crops, harvests, origins, and production lots.

Technical Data Sheets (TDS), Certificates of Analysis (COA), samples, and technical documentation describe typical product characteristics. Natural agricultural variations within mutually agreed specifications shall not constitute a product defect. Where a specific parameter is critical to the Buyer's application, the Buyer must ensure that such parameter is expressly included in the mutually agreed product specification before purchase.

2.4 Allergen & Cross-Contamination Notice

While ON Ingredients adheres to strict quality management and hygiene standards, agricultural ingredients may be processed or stored in facilities handling other agricultural commodities. The Buyer is responsible for evaluating trace-allergen disclosures, carrying out its own risk assessments, and determining appropriate labeling for its finished consumer products.

2.5 Buyer Verification & End-Use Responsibility

The Buyer is solely responsible for determining whether an ingredient is suitable for its intended application, formulation, manufacturing process, and target market. ON Ingredients warrants that products will comply with mutually agreed written specifications upon shipment. Unless otherwise agreed in writing, the Buyer remains solely responsible for the formulation, processing, labeling, marketing, and regulatory compliance of any finished product manufactured using ingredients supplied by ON Ingredients.

Where products are resold or distributed outside the initial destination jurisdiction, the Buyer is responsible for verifying compliance with the requirements applicable in the destination market.

2.6 Trade Controls & Sanctions Compliance

The Buyer warrants that it complies with, as the case may be from where the sale was originated, all applicable European Union, United States, international, and local sanctions, embargoes, and export control laws. The Buyer shall not re-export, transfer, or supply ingredients purchased from ON Ingredients to any restricted or sanctioned territory, entity, or individual without obtaining all required governmental authorizations.

3. COMMERCIAL & PAYMENT TERMS

3.1 Quotations, Orders & Pricing

All quotations, prices, and product availability are subject to confirmation prior to formal order acceptance. Submission of a purchase order does not constitute acceptance. An order becomes binding only after written order confirmation or express acceptance by ON Ingredients.

ON Ingredients reserves the right to reject or cancel an order prior to dispatch due to stock shortages, raw material pricing surges, manifest pricing or typographical errors, regulatory restrictions, credit concerns, or suspected unauthorized transactions. Applicable VAT, sales taxes, duties, customs charges, or transportation costs shall be applied in accordance with the agreed quotation, Incoterm, and applicable law.

3.2 Payment Terms & Credit Accounts

Prepaid / E-Commerce Orders: Orders must be paid in full by bank transfer, SEPA transfer, card, or ACH prior to dispatch.

B2B Credit Accounts: Approved commercial accounts operate under agreed credit terms (e.g., Net 30 days from invoice date). Credit terms are granted at ON Ingredients' sole discretion and may be reviewed, reduced, suspended, or withdrawn at any time.

No Unauthorized Set-Off: The Buyer shall pay all amounts due under these Terms in full without set-off, counterclaim, deduction, or withholding, except as required by law. The Buyer shall not withhold or delay payment of any invoice by reason of any disputed claim regarding other orders or deliveries.

3.3 Late Payments & Default

Invoices must be paid by the agreed due date. Where a payment becomes overdue, ON Ingredients reserves the right to charge late payment interest (at statutory rates in the EU or up to 1.5% per month / 18% per annum in the US, or the maximum rate permitted by applicable law) calculated daily on all outstanding balances. ON Ingredients may suspend pending deliveries or require advance payment for subsequent orders where overdue amounts remain outstanding.

3.4 Customer Specifications & Indemnity

Where products are supplied in accordance with specifications, technical documentation, or instructions provided by the Buyer, the Buyer warrants that such specifications or instructions do not infringe any patent, trademark, trade secret, or proprietary right of any third party. The Buyer agrees to defend, indemnify, and hold harmless ON Ingredients against all damages, costs, expenses, and legal fees arising out of any third-party claim alleging that products produced to the Buyer's specifications infringe such third-party rights.

3.5 Shipping, Incoterms®, Title & Risk

Delivery terms shall be specified in the applicable quotation, order confirmation, or commercial agreement. Where an Incoterm is specified, it shall be interpreted in accordance with Incoterms® 2020 published by the International Chamber of Commerce.

Unless otherwise expressly agreed in writing:

Risk of Loss: Passes in accordance with the applicable agreed Incoterm or upon delivery of goods to the carrier / pickup by the Buyer's designated freight service.

Retention of Title: Goods delivered shall remain the property of ON Ingredients until full payment of all amounts due under the relevant invoice has been received. Until title passes, the Buyer shall store the goods separately, ensure they are clearly identifiable as the property of ON Ingredients, and maintain them under proper storage conditions. Delays: ON Ingredients is not responsible for transit delays caused by freight carriers, customs authorities, port congestion, inspections, or circumstances beyond its reasonable control.

4. FULFILLMENT, STORAGE & CLAIM POLICIES

4.1 Storage Policy

Grace Period: Buyers receive a grace period of 10 business days from written notification that goods are ready for collection or dispatch, during which no storage charges accrue.

Storage Fees: Where goods remain in our facility beyond the agreed collection or dispatch date, reasonable storage charges will apply and be invoiced under standard payment terms.

Unclaimed Inventory: Goods stored past the grace period remain entirely at the Buyer's risk. Following reasonable written notice, ON Ingredients reserves the right to relocate, return, sell, transfer, or manage unclaimed inventory to mitigate storage costs or product deterioration, charging reasonable costs incurred to the Buyer.

4.2 Inspection, Damage & Shortage Claims

Immediate Inspection: Customers must inspect goods promptly upon receipt. Any visible damage, broken packaging, pallet damage, or quantity discrepancies must be noted directly on the carrier's delivery documentation (Bill of Lading) before acceptance.

Retention of Evidence: Damaged packaging and products must be retained for inspection by carriers, insurers, or ON Ingredients.

Reporting Window: Claims for visible damage, shortages, or discrepancies must be submitted in writing within 5 business days of receipt. Claims submitted past this window are deemed accepted as delivered.

Submission Requirements: Claims must include the order/invoice number, description of the issue, affected quantity, photos of damaged goods/pallets, batch/lot numbers, and a copy of the delivery documentation showing noted exceptions.

Latent Defects: Latent defects that could not reasonably be identified during initial inspection must be reported promptly after discovery and within applicable legal or contractual limitation periods.

4.3 Product Recalls & Quality Alerts

Notice: If either party identifies a potential food safety, health, or compliance issue regarding products supplied by ON Ingredients, it shall notify the other party in writing within 24 hours.

Consultation: The Buyer shall not initiate a public or voluntary product recall or customer notification involving ON Ingredients' products without prior written consultation with ON Ingredients, unless required by a competent governmental authority.

Cost Allocation: ON Ingredients' responsibility for costs associated with a mandatory recall shall be strictly limited to the direct, actual, and verifiable cost of replacing or refunding the affected raw ingredients, subject to the liability cap in Section 7.

5. PRIVACY GOVERNANCE & DATA PROTECTION

5.1 European Union / EEA Data Protection (GDPR Compliance)

For operations within the EEA, ON Ingredients processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). The relevant European entity acts as data controller.

Data Subjects Rights: Individuals in the EEA may request access, correction, deletion, restriction, or portability of their personal data, or object to processing.

International Data Transfers: Transfers outside the EEA are safeguarded using legal transfer mechanisms such as Standard Contractual Clauses (SCCs) or adequacy decisions.

Privacy Contact: Inquiries may be directed to [email protected].

5.2 Global & US Privacy Governance

ON Ingredients collects personal and corporate data (contact details, billing addresses, tax documentation, and digital metadata) necessary to perform B2B transactions, fulfill orders, maintain accounts, and meet legal obligations. We do not sell or rent personal data.

5.3 Data Sharing & Service Providers

Personal data is shared only with trusted third-party providers (freight carriers, warehousing partners, payment processors, IT/cloud services, professional advisers) strictly necessary to execute business operations. All service providers are required to handle personal data securely and confidentially.

5.4 Cookie Policy & Direct Marketing

Essential cookies ensure site security and ordering functionality. Non-essential analytics or marketing cookies are deployed in accordance with applicable regional laws and user consent settings. Marketing communications include an unsubscribe mechanism in compliance with applicable law (e.g., CAN-SPAM, ePrivacy Directive).

6. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, ON Ingredients shall not be liable for indirect, incidental, special, or consequential commercial losses resulting from improper storage, handling, formulation, processing, or use of products contrary to technical instructions.

Except as expressly prohibited by applicable law, ON Ingredients' maximum aggregate financial liability arising out of or in connection with any order, product defect, delay, or breach of contract—whether in contract, tort (including negligence), statutory duty, or otherwise—shall be strictly limited to the total net purchase price actually paid by the Buyer for the specific batch or consignment of products giving rise to the claim.

Nothing in these Terms excludes or limits liability where such limitation is prohibited by law (including liability for fraud or willful misconduct).

7. FORCE MAJEURE

ON Ingredients shall not be liable for failure or delay in performing its supply obligations where such failure results from circumstances beyond its reasonable control. Such circumstances include extreme weather events, natural disasters, crop failures, drought, flood, fire, war, civil unrest, terrorism, epidemics, labor disputes, transportation disruptions, port congestion, container shortages, energy shortages, or government restrictions.

If a Force Majeure event continues for a continuous period exceeding 60 consecutive days, either party may terminate the affected order or commercial agreement upon written notice without incurring further liability, save for obligations to pay for products delivered prior to the event.

8. REGION-SPECIFIC GOVERNING LAW & JURISDICTION

The governing law and venue applicable to any commercial transaction or dispute shall depend on the regional entity supplying the Buyer or the destination market, as follows:

8.1 European Union & EEA Transactions

Governing Law: Governed by and construed in accordance with the laws of Belgium, without prejudice to mandatory provisions of European Union law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The courts of Antwerp, Belgium shall have exclusive jurisdiction over B2B disputes. In the event of any conflict or inconsistency between language versions of these Terms, the English language version shall prevail.

8.2 United States & Rest of World Transactions

Governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles. The application of the UN CISG is expressly excluded. Any legal action or B2B proceeding shall be brought exclusively in the state or federal courts located in Dallas County, Texas.

9. GENERAL PROVISIONS

9.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

9.2 Entire Agreement

These Terms, together with any applicable order confirmation, quotation, or executed commercial supply agreement, constitute the entire agreement between ON Ingredients and the Buyer, superseding all prior oral or written discussions, agreements, or standard customer purchasing terms.

9.3 Changes to Terms

ON Ingredients may update these Terms from time to time. The version applicable to an order will generally be the version in force when the order is accepted, unless otherwise required by law or agreed in writing.

10. CONTACT & ENTITY INFORMATION

Legal Entity in the United States: BG Organics LLC dba ON Ingredients

Registered address: 3710 Rawlins St. Ste 1420 Dallas, TX 75219

Telephone Number: +1 (619) 218-7007

Legal Entity in Belgium: ON Ingredients B.V.

Registered Address: Uitbreidingstraat 84, bus 3, 2600 Antwerp, Belgium

Company Registration: 0769.669.363 | VAT Number: BE0769.669.363

Telephone: +32 (470) 36 23 26

USA Operations:

Customer & Commercial Inquiries: [email protected]

Administration, Claims & Quality: [email protected]

Privacy & Data Protection: [email protected]