INGREDION ANZ PTY LTD 

STANDARD TERMS AND CONDITIONS OF SALE
Terms & Conditions

These standard terms and conditions of sale, as the same may be amended by Ingredion from time to time in its sole discretion (hereinafter referred to as “this Agreement”) shall apply to all sales of Goods to eligible buyers (each hereinafter referred to as the “Buyer”) by Ingredion, and prevail over all other terms and conditions unless otherwise agreed in writing.
This Agreement shall prevail over any inconsistent or conflicting terms in any other agreement between the Buyer and Ingredion; provided that, if Buyer is party to a separate written contract with Ingredion when an order is placed and a provision in the separate written contract specified by Buyer for such order conflicts with a provision in this Agreement, then the provision in the separate written contract shall prevail over the conflicting provision in this Agreement with respect to such order. The terms and
conditions of any purchase order or other document issued by Buyer (whether in writing, electronic or otherwise) that conflict with or are in addition to the terms and condition stated herein are expressly rejected by Ingredion and superseded hereby.
1. Orders
1.1. Buyer may from time to time issue one or more purchase orders specifying the quantity, desired shipment date, and shipping instructions for the Goods. Ingredion reserves the right to accept or decline any order in whole or part, and any order not accepted by Ingredion is deemed cancelled. No order shall be deemed accepted by Ingredion unless and until the acceptance of such order has been confirmed by Ingredion.
1.2. Each order for Goods constitutes a separate agreement with Buyer. No provision of any purchase order, invoice, or any other documentation exchanged by the parties will alter any of the terms of this Agreement unless Ingredion expressly consents to such terms and conditions in writing.
1.3. The descriptions and specifications contained in brochures or other materials are for general information only and do not form part of this Agreement.
1.4. Acceptance of an order is subject to availability. Ingredion reserves the right to suspend or discontinue the supply of Goods to the Buyer. If Goods are not available for delivery by the estimate delivery date, Ingredion reserves the right to delay delivery until such time as the Goods are available. If Ingredion is unable to supply all of the Buyer’s order, this Agreement continues to apply to any part of the order supplied. Once an order is accepted by Ingredion, subject to clause 5.1, it may not be cancelled or delivery delayed by Buyer without Ingredion’s prior agreement in writing.
2. Price
2.1. Unless otherwise agreed by Ingredion in writing, the price for the Goods will be the prevailing prices as set by Ingredion on the date of delivery or deemed delivery. All prices are subject to change at the sole discretion of Ingredion without notice.
2.2. Unless otherwise agreed, the price of the Goods is exclusive of all costs or charges in relation to loading, unloading, handling, duties, carriage and insurance and the Buyer must pay any such costs in addition.
2.3. Unless otherwise stated, the price for the Goods is exclusive of GST. In addition to the price for the Goods, Buyer must pay to Ingredion an amount equal to any GST which Ingredion must pay for any supply by Ingredion under this Agreement or under any agreement for sale of the Goods. Buyer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as Buyer pays the price (or the first part of it if Ingredion agrees to Buyer paying the price by instalments).
2.4. Without prejudice to clause 2.2 and clause 2.3, any new or increase in any existing tax, duty, or governmental charge or any material increase in the cost to Ingredion in producing, selling, or delivering the Goods or of procuring materials used therein, may, at Ingredion’s option, be added to the price herein specified.
3. Minimum Orders
3.1. Subject to clause 3.2 or otherwise agreed by Ingredion, all orders placed by Buyer must be in accordance with minimum pack quantities or multiples of those quantities as notified by Ingredion from time to time. A service fee (at the prevailing rate set by Ingredion) will be charged for all orders of Goods not meeting the minimum quantities which Ingredion in its absolute discretion accepts.
3.2. Notwithstanding clause 3.1, Goods placed on backorder will be delivered by Ingredion, when available in accordance with clause 6.1.
4. Terms of Payment
4.1. Buyer must pay for the Goods in advance of shipment, or within the payment due date stated on the invoice(s) issued by Ingredion unless otherwise agreed in writing with Ingredion.
4.2. Ingredion may suspend or cancel all pending or future deliverables under this
Agreement or any other agreement with the Buyer if:
(a) payment is overdue in relation to any Goods; or
(b) if the Buyer goes into liquidation, receivership, bankruptcy or enters into
any form of composition with creditors.
Suspension will last at least until Ingredion receives or is satisfied that it will receive full payment for the Goods from Buyer and will only recommence in Ingredion’s absolute discretion.
4.3 Ingredion may charge Buyer interest on any overdue invoices. Interest will be
charged on the outstanding amount at the rate of two per cent (2%) per annum above the rate charged by Ingredion’s nominated bank calculated from the due date until full payment is made.
4.4 Buyer must pay the costs of any storage and redelivery of Goods not taken on delivery.
5. Delays
5.1. Any date for delivery given by Ingredion is only an estimate. Ingredion will not be liable for any loss or damage as a result of late delivery. Buyer must accept and pay for the Goods even on late delivery.
5.2. If Ingredion anticipates that it will not be able to deliver all or a portion of the Goods
on the date(s) indicated in the applicable order, Ingredion will notify Buyer of the
anticipated delay in delivery and the anticipated delivery date. The parties will work together in good faith to resolve any issues relating to delivery of the Goods.

5.3 Special conditions: “As you may be aware, the global shipping and logistics industry is facing a crisis of unprecedented demand and severe congestion at ports, affecting vessel/container availability and routing, resulting in unpredictable shipping delays. These circumstances are beyond our reasonable control. Therefore, notwithstanding any other correspondence or provisions in our supply agreements with you, all delivery dates communicated by us are solely estimates and subject to change from time to time. We will not be liable for any shipping or delivery delays and any losses, damages or costs resulting therefrom. Your placement of an order and/or taking delivery of our products constitutes acceptance of this provision. Thank you for your understanding during these extraordinary circumstances.”
6. Delivery and Risk
6.1. Unless otherwise agreed in writing by Ingredion, delivery is at the Ingredion’s
nominated store. All freight from Ingredion’s premises to the Buyer is at the Buyer’s expense. If Ingredion arranges the carriage of the goods for delivery to the Buyer, Ingredion will be deemed to contract as agent for the Buyer, and the Buyer will bear all risks with respect to the goods during carriage and will likewise be responsible for effecting any insurance of the goods during carriage. Ingredion may charge a reasonable handling fee for all orders delivered to the Buyer. The Buyer indemnifies Ingredion for the cost of all transport arranged by Ingredion on the Buyer’s behalf.
6.2. Buyer must furnish complete shipping instructions for each delivery of Goods in sufficient time to enable Ingredion to perform its obligations under this Agreement. Ingredion is not obligated to make shipment in absence thereof. In the absence of such information, the destination routing of shipments and any other shipping instructions will be at Ingredion’s option where, pursuant to clause 6.1, Ingredion arranges delivery as agent of the Buyer.
6.3. Risk of damage to, or loss of, the Goods passes immediately on the earlier of
delivery to the Buyer or into the Buyer’s custody, including its carrier or forwarder at the time of delivery.
6.4. Buyer must examine the Goods on delivery and notify Ingredion of any defect which is reasonably apparent within seven (7) days of delivery. Where Buyer discovers a defect which is not reasonably apparent, Buyer must stop using the Goods immediately and notify Ingredion within seven (7) days.
6.5. Buyer must provide all necessary assistance to allow Ingredion to investigate such defects. Buyer must in all cases perform quality control checks on all Goods and if requested provide Ingredion with a copy the quality control report.
6.6. If the Buyer fails to notify a claim in accordance with clause 6.4 then, to the extent permitted by law, the Goods are deemed to have been accepted by the Buyer and the Buyer must pay for the goods or services in accordance with these terms and conditions.
6.7. Buyer agrees that the Goods are acquired for the purpose of resale or using them up or transforming them in the manufacture of another product.
7. Non-Delivery & Quantity Discrepancy
To the maximum extent permitted by law, Ingredion accepts no liability for short delivery of Goods unless written notification of such short-delivery is received within seven (7) days after receipt of Ingredion’s invoice for those non-delivered Goods. Ingredion’s liability for non-delivery is limited to replacement of Goods within a reasonable time. If the quantity of Goods delivered is more than the amount ordered, Buyer must immediately inform Ingredion in writing and Ingredion may charge Buyer for the excess or recover the excess from Buyer.
8. Title
8.1. The title of the Goods shall transfer to the Buyer upon delivery. Provided however, until Ingredion receives payment in full for the Goods and all other sums which are or which become due to Ingredion from Buyer on any account, Ingredion has the right to retake the Goods without consideration in the case the Buyer defaults in payment:
(a) Buyer holds the Goods on Ingredion’s behalf and the Goods must be stored
separately, insured for their full reinstatement value and returned on request;
(b) Ingredion may at any time terminate any agreement relating to the Goods without notice to Buyer and may retake possession of any Goods in Buyer’s possession without paying compensation;
(c) The Buyer may sell the Goods, in the ordinary course of its business, but only as the Goods with the lien mentioned (a) above and possession of the Goods shall not be transferred to the third parties until Ingredion receives payment in full for the Goods. The Buyer must not represent to any third party that the Buyer is acting in any capacity for or on behalf of Ingredion and the Buyer has no authority to bind Ingredion to any contract or otherwise assume any liability for or on behalf of Ingredion. The Buyer receives all proceeds (including any proceeds from insurance claims) in trust for Ingredion and must keep the proceeds in a separate bank account until all liability to Ingredion is discharged.
8.2. For all sales within Australia, Ingredion’s interest constitutes a ‘purchase money security interest’ pursuant to the Personal Property Securities Act 2009 (PPSA).
The Buyer undertakes that it will not grant any security interest over the goods to any other person. The Buyer will, at the request of Ingredion, execute documents and do such further acts as may be required for Ingredion to register the security interest granted by the Buyer under the PPSA. The Buyer further agrees that where Ingredion has rights in addition to those under part 4 of the PPSA, those rights will continue to apply.
8.3. For all sales within Australia, the Buyer irrevocably grants to Ingredion the right to enter upon the Buyer’s property or premises, without notice, and without being in any way liable to the Buyer or to any third party, if Ingredion has cause to exercise any of its rights under sections 123 and/or 128 of the PPSA, and Buyer will indemnify Ingredion from any claims made by any third party as a result of such exercise.
8.4. For all sales within New Zealand, the Buyer grants a security interest to Ingredion in all present and after acquired Goods (including Processed Goods) and proceeds and will not allow a security interest to be created or registered over the Goods in priority to the security interest held by Ingredion. On Ingredion’s request, the Buyer shall promptly execute any documents and do anything else required by Ingredion to ensure that the security interest created under this Agreement constitutes a first ranking perfected security interest over the Goods and proceeds. The Buyer will also provide Ingredion with any information Ingredion may reasonably require to complete a financing statement. Ingredion will pay all costs, expenses and other charges incurred, expended or payable by Ingredion in relation to the filing of a financing statement or financing change statement.
8.5. The Buyer will immediately notify Ingredion in writing of any change in the
Buyer’s name or any other information which Ingredion may need in order to complete a financing change statement. The Buyer agrees that nothing in sections 114(1)(a), 133 and 134 of the Personal Property Security Act 1999 (NZ) (PPSA NZ) will apply to this Agreement. The Buyer agrees that its rights as debtor in sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA NZ shall not apply to this Agreement.
9. Warranties
Ingredion warrants that it has the right to convey good title to the Goods, free of any lien or encumbrance. Ingredion further warrants, as of the date of delivery to Buyer, that the Goods will comply with the mutually agreed upon specifications for the Goods. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INGREDION MAKES NO OTHER WARRANTIES REGARDING THE GOODS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event that any Goods do not meet any of the foregoing warranties, the Buyer’s exclusive and sole remedy will be limited to replacement of non-conforming Goods with conforming Goods.
10. Limitation of Liability
10.1. To the extent permitted by law, this Agreement excludes all other conditions, guarantees, warranties, liabilities or representations in relation to the Goods. Where legislation implies in this Agreement, any condition, guarantee or warranty that cannot be excluded or modified, to the extent permitted by law the liability of Ingredion for a breach of any such condition, guarantee or warranty is limited at the Ingredion’s option to any one or more of the following:
(a) In the case of goods:
(i) replacement of the goods or the supply of equivalent goods; or
(ii) payment of the cost of replacing goods or of acquiring equivalent goods.
(b) In the case of providing advice, recommendations, information or other services supplied in connection with the Goods, by supplying the appropriate advice, recommendation, information or services again. Unless the Buyer notifies Ingredion in writing within seven (7) days from the delivery date that quantities are missing, damaged, or not in accordance with the order, it shall be conclusively presumed that such Goods were in the proper quantity, were not damaged, and were in accordance with the order.
10.2. Subject to clause 10.1, Ingredion is not liable for any loss or damage of any kind whatsoever and howsoever arising out of or in connection with the supply and sale of the Goods, including (without limitation) any punitive or special damages, or any indirect or consequential loss (including without limitation loss of profit, loss of revenue, loss of contract, loss of goodwill or increased cost of workings), arising out of or in connection with the supply and sale of the Goods, even if due to the negligence of Ingredion or any of its employees or agents.
10.3. All claims, including but not limited to claims for alleged shortage or claims that the Goods do not meet the warranty specified above, will be deemed waived unless made in writing and received by Ingredion within seven (7) days of delivery in accordance with clause 6.4 or the Buyer should, in the exercise of good manufacturing standards and inspection procedures, have learned of the alleged defect, but in no event later than one (1) month after the date of shipment of Goods to Buyer.
11. Return of Goods
11.1. Subject to clause 7, Goods delivered are not returnable without the prior written consent of Ingredion. Buyer may only return Goods to Ingredion due to non-compliance with the specifications agreed with Ingredion. Any return of Goods shall be made and accepted at the sole discretion of Ingredion.
11.2. Buyer must notify Ingredion in writing within seven (7) days of delivery if it requests approval to return any Goods, providing full reasons for the return. Unless otherwise agreed in writing, all approved returns must be made to Ingredion’s warehouse within fourteen (14) days from date of delivery to the Buyer and all returned Goods must be accompanied by an itemized credit claim signed by an officer of the Buyer stating the reason for the return. Any transportation charges and re-stocking fees must be paid by the Buyer.
11.3. The following Goods will not be accepted for return to Ingredion at all times:-
(a) Goods which are not dated;
(b) Goods which are dated within one (1) month of expiry date;
(c) Goods with broken seals or in opened or used containers or packages;
(d) Goods returned by other than the original Buyer; and
(e) Goods expressly sold on a non-return basis.
12. Portable Tanks
12.1 Where applicable, portable tanks or other like containers in which Goods are
delivered remain the property of Ingredion or its representatives and must be returned to Ingredion or its representatives at Buyer’s expense in good and clean condition at Ingredion’s nominated return location.
12.2 Unless otherwise agreed in writing with Ingredion, Buyer will be responsible for and pay any rental cost for such portable tanks or other like containers used for delivery of Goods from the date of delivery until their return in good and clean condition. The Buyer indemnifies Ingredion or its representatives, as the case may be, for any rental cost and for the full cost of replacing the portable tanks or other like containers where they are damaged, destroyed or lost prior to their return to Ingredion’s nominated return location.
13. Release and Indemnity
The Buyer indemnifies and holds harmless Ingredion and Ingredion’s directors, officers, employees, agents and assigns, from and against any and all claims, liabilities, actions, losses, damages, costs and expenses including without limitation reasonable legal fees, which may directly arise from or relate to any breach by the Buyer of any representation, warranty, obligation or undertaking made by it under this Agreement.
14. Confidentiality
14.1 Buyer agrees to keep confidential all terms and conditions of this Agreement and all information supplied in connection with this Agreement (including, without limitation, the price(s) of the Goods) and will not disclose such terms and conditions to any third party, except its legal advisers or as may be required by court order, competent governmental agency, or in connection with a financial review of its business operations by its auditors.
14.2 Failure to comply with this clause shall be deemed a material breach of this
Agreement and shall entitle Ingredion to immediately terminate the Buyer as an eligible buyer, without limiting any of the other rights and remedies available to Ingredion at law or in equity, including without the right to seek an injunction to prohibit disclosure of Ingredion’s confidential information. The provisions of this clause will survive any termination or expiration of this Agreement.
15. Intellectual Property
15.1 Ingredion will retain ownership, copyright and all intellectual property rights in relation to all formulations and specifications prepared by it for or on behalf of the Buyer, despite any payment made in accordance with these terms and conditions. Ingredion is not responsible for the accuracy, performance or suitability for purpose of any formulation, specification, information or instruction provided by Buyer. Buyer is responsible for the accuracy of any formulation, specification, information or instruction provided for use by Ingredion. Where Ingredion has followed any formulation, specification, information or instruction furnished by or on behalf of the Buyer, the Buyer indemnifies and will keep Ingredion indemnified against all claims, damages, losses, penalties, costs and expenses to which Ingredion may become liable by reason of using or following the formulation, specification, information or instruction, including any infringement of any patent, registered design, trademark, copyright or any other right of a third party, including moral rights.
15.2 Nothing in this Agreement shall be construed as granting or implying the grant of any license under any patent or trademark rights or any other intellectual property rights held by Ingredion or any of its affiliates anywhere in the world, and Ingredion shall be entitled to exercise such patent or trademark rights and/or other intellectual property rights to the fullest extent legally permissible at the time of such exercise. In the case where a trademark was on the Goods or packaging when originally supplied by Ingredion to Buyer, this trademark shall not be altered, partly removed or partly obliterated.
16. Force Majeure
Except for payment obligations, neither party hereto will be liable to the other party for failure of or delay in performance hereof when such failure or delay is caused by conditions beyond such party’s control, including, but not limited to, war, strike, labour dispute, fire, flood, tornado, hurricane, government intervention, embargo, shortage of raw materials, breakdown, shortage or non-availability or failure of transportation facilities or equipment, or any Act of God, act of terrorism or any other condition not occasioned by such party’s negligence. The party asserting force majeure will, in each instance, give the other party written notice within a reasonable time after knowledge thereof. If either party declares force majeure hereunder, this Agreement will remain in full force and effect for a period of sixty (60) days from said declaration. After the expiration of sixty (60) days, the party not claiming force majeure may terminate this Agreement upon written notice to the party claiming force majeure.
17. Anticorruption Law Compliance
17.1 Buyer agrees and covenants that it will conduct its business related to this Agreement in compliance with all applicable laws, including all applicable anticorruption-related laws, rules and regulations. Buyer agrees and covenants that neither it nor any of its employees, officers, directors, owners, affiliates, business partners or agents will offer, pay, promise to pay, or authorize the payment of any money or giving of anything of value, directly or indirectly through a third party, to any Government Official, representative of a commercial entity, or any person acting on behalf of any of the foregoing in order to influence any act, decision or failure to act by a Government Official or representative of a commercial entity in his or her official capacity; to induce a Government Official or representative of a commercial entity to do or omit to do something in violation of that person’s lawful duties or to cause such person to use their influence to affect or influence an act or decision of the Government or commercial entity; or to secure any improper advantage for the Buyer or Ingredion in connection with the business under this Agreement.
(a) “Government Official” means an employee or official of any Government or
Government entity, as defined below, and any candidate for public office.
(b) “Government” or “Government Entity” means any agency, instrumentality,
subdivision or other body of any central, regional, or municipal government, any
commercial or similar entities that the Government controls or owns, including any stated-owned and state-operated companies or enterprises, any international organizations such as the United Nations or the World Bank, and any political party.
17.2 Ingredion shall be entitled to terminate this Agreement or any other business dealing with the Buyer immediately on written notice if the Buyer fails to perform its obligations in accordance with this Agreement. The Buyer shall have no claim against Ingredion for compensation of any loss of whatever nature
by virtue of the termination of this Agreement in accordance with this clause. To the extent (and only to the extent) that the laws of Australia provide for any such compensation to be paid to the Buyer upon the termination of this Agreement, the Buyer hereby expressly agrees to waive (to the extent possible under the laws of Australia) or repay Ingredion any such compensation.
18. Policies and Code of Conduct
18.1 The Buyer will comply with Ingredion’s Code of Conduct as it applies to the Buyer’s dealings with Ingredion employees, meaning that the Buyer will not engage in activities that would result in an Ingredion employee breaching the provisions of Ingredion’s Code of Conduct.
18.2 The Buyer will also comply with any other policies created by Ingredion, including revisions to the foregoing policies and such other policies, of which Ingredion provides reasonable notice to the Buyer (so long as Ingredion requires compliance with such policies of Ingredion’s other consultants, suppliers or vendors who provide similar services.
19. Entire Agreement
This Agreement, together with any other purchase order(s), invoice(s), sales contract(s)issued from Ingredion to the Buyer will together constitute the entire Agreement between parties with respect to the subject matter hereof, and will supersede all other written or oral agreements (including any antecedent deal memo or term sheet) and representations between the parties with respect thereto. This Agreement may not be amended, modified or altered in any manner, unless such amendment, modification, or alteration is in writing and is signed by duly authorized representatives of the parties.
20. Non-Assignment
The Buyer shall not assign or transfer its contractual rights and obligations under this Agreement to third parties without Ingredion’s prior written consent. Any such assignment or transfer made contrary to this clause shall be null and void.
21. Change of Ownership
The Buyer shall notify Ingredion of any transfer in majority ownership or control, or any change in address, at least thirty (30) days prior to such action and provide advice as to its timing, contractual implications, and any other factor that changes the trading relationship with Ingredion.
22. Severability
In the event any term or provision of this Agreement is declared illegal, unenforceable or in conflict with any law or regulation, the validity of any other term or provision of this Agreement shall not be affected thereby.
23. Governing Law and Jurisdiction
23.1. This Agreement shall be governed by and construed in accordance with the laws of
New South Wales, Australia.
23.2. The parties hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia in respect of any matter or dispute arising under or in connection herewith.

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Intellectual Property:

All web site design, text, graphics, and any other web site materials, not expressly identified as being otherwise, are Copyright, 2015 by Ingredion Incorporated, All Rights Reserved, and may not be copied or distributed without our prior written consent, except that you may make one copy of the materials for your own personal non-commercial informational use, provided that you do not change or modify the material in any way and this copyright notice is included. Unless otherwise noted, all trademarks, slogans, service marks, or logos referenced on the web site are the property of Ingredion Incorporated, or its affiliated or related companies. No trademark, patent, or other intellectual property right in any product, process, or technology mentioned in our web site transfers to you by license or otherwise in connection with your use or viewing of web site material.

 

Submitted Information:

In order to improve our web site and better meet your needs, we will collect general information about you for our internal use. This information may include your domain name, the pages you view, the amount of time you spend on our site, the type of browser you use, and the country in which you are located. Our web pages also may contain “cookies,” which are sent to your web browser and allows our server to recognize you when you visit our web site in the future. Generally, you may set your browser to notify you when you receive a cookie. If you request specific information from us, or communicate with us by e-mail, we may retain additional personal information about you, including your identity. This information will not be sold by us to third parties; however in some circumstances, we may share information you voluntarily provide us with business associates. In particular, we will do so when necessary in order to respond to your request, including your request to participate in electronic delivery or electronic voting. We also may disclose information when we have a good faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal process; (b) protect and defend our rights or property; (c) enforce these Terms and Conditions; or (d) act to protect the interests of web site users or others.

If you have selected a personal identification number or password in connection with your use of our site, we recommend that you not divulge your password to anyone. We will never ask you for your password in an unsolicited phone call or e-mail. Also remember to sign out of the registered site and close your browser window when you are finished to ensure that others who might gain access to your computer cannot access your personal information and correspondence. Any information that you provide to us through the site (other than the personal information discussed above), including remarks, suggestions, concepts, techniques, ideas, graphics, or other information becomes our property. We will not treat any such information as confidential, nor should confidential or proprietary information be provided to us through the web site. We shall have the right to use the information for any purpose, including commercial development, without compensation to you. You represent that you are free to disclose any information submitted to us, and are not under obligation to any third party with respect to the information.

 

DISCLAIMER:

This web site, and the materials included on it, are provided to you “AS IS.” WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND EXPRESSLY DISCLAIM ALL SUCH WARRANTIES to the fullest extent permissible under law. WE MAKE NO REPRESENTATION THAT THE INFORMATION CONTAINED IN THIS WEB SITE IS ACCURATE, COMPLETE OR TIMELY.

THIS WEB SITE CONTAINS LINKS TO OTHER WEB SITES. THESE LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE. WE DO NOT ENDORSE OR ACCEPT RESPONSIBILITY OR ANY LIABILITY FOR THE CONTENTS OF THOSE SITES. INGREDION INCORPORATED HAS NOT REVIEWED ALL OF THESE SITES.  YOUR LINKING TO THESE SITES IS AT YOUR OWN RISK. SIMILARLY, SOME INFORMATION INCLUDED IN THIS WEB SITE IS FROM THIRD PARTY SOURCES, PROVIDED FOR INFORMATION PURPOSES ONLY. THIS INFORMATION IS NOT PROVIDED OR VERIFIED BY INGREDION INCORPORATED, INC. OR ITS MANAGEMENT. INGREDION INCORPORATED DOES NOT ENDORSE AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION.

We do not warrant that this web site or the server that makes it available will operate in an error-free and uninterrupted manner, or is free of viruses or other harmful components. We will not be liable for any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay, virus, or line failure related to the web site or server. You are responsible for any costs in repairing, servicing, or correcting your systems arising out of your use of this web site.

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You agree to indemnify, defend, and hold us harmless from any damages, costs, including reasonable attorney fees, or other liabilities that we incur in connection with or arising out of your violation of these Terms and Conditions.

Ingredion Incorporated wishes to be Your local resource – Worldwide. This web site may, however, contain information about products and services that are not available in every part of the world. Please contact us for further information. If you access this web site from locations outside of the United States, you are responsible for compliance with any applicable local laws. Software or other materials from this web site may be subject to export controls imposed by the United States. No software may be downloaded or otherwise exported: (a) into (or to a national or resident of) any country on which the United States has placed an embargo or sanctions; or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Table of Deny Orders. If you download or use the Software, you represent and warrant that you are not located in, are not under the control of, and are not a national or resident of any such country and that you are not on any such list.

The information included in this web site, including these Terms and Conditions, may be updated, deleted, or changed by us at any time and without notice to you; however, we are not obligated to update, delete, or change any information. Accordingly, please check back periodically. Similarly, we may make changes in our products, pricing, manufacturing, or product availability at any time without notice. Your accessing this web site does not create a contract for the purchase or sale of products.

This web site and the information contained herein do not constitute an offer or a solicitation for an offer for the purchase or sale of any securities.

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FORWARD-LOOKING STATEMENTS

This website contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends these forward looking statements to be covered by the safe harbor provisions for such statements. These statements include, among other things, any predictions regarding the Company’s future financial condition, earnings, revenues, expenses or other financial items, any statements concerning the Company’s prospects or future operation, including management’s plans or strategies and objectives therefor and any assumptions underlying the foregoing. These statements can sometimes be identified by the use of forward looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,” “pro forma,” “forecast” or other similar expressions or the negative thereof. All statements other than statements of historical facts in this report or referred to or incorporated by reference into this report are “forward-looking statements.” These statements are subject to certain inherent risks and uncertainties. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, stockholders are cautioned that no assurance can be given that our expectations will prove correct. Actual results and developments may differ materially from the expectations conveyed in these statements, based on various factors, including fluctuations in worldwide commodities markets and the associated risks of hedging against such fluctuations; fluctuations in aggregate industry supply and market demand; general political, economic, business, market and weather conditions in the various geographic regions and countries in which we manufacture and/or sell our products; fluctuations in the value of local currencies, energy costs and availability, freight and shipping costs, and changes in regulatory controls regarding quotas, tariffs, duties, taxes and income tax rates; operating difficulties; boiler reliability; labor disputes; genetic and biotechnology issues; changing consumption preferences and trends; increased competitive and/or customer pressure in the corn-refining industry; the outbreak or continuation of serious communicable disease or hostilities including acts of terrorism; stock market fluctuation and volatility; and our ability to maintain sales levels of HFCS in Mexico. Our forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these risks, see Risk Factors included in our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q or 8-K.

 

Disputes

We operate and control this site from our corporate headquarters in Westchester, Illinois. You agree that any disputes between you and us that are in any way connected to this web site will be subject to the laws of the State of Illinois, U.S.A., without giving effect to the principles of conflicts or law, and that you submit to jurisdiction of the courts located in Cook County, State of Illinois, U.S.A.

 

European Data Protection Directive

Ingredion Incorporated recognizes that the European Union (“EU”) has an “omnibus” data protection regime established pursuant to the European Data Protection Directive (95/46/EC) (the “Directive”) and that Switzerland has a comprehensive data protection law (together, “Data Privacy Laws”).  Among other things, the Data Privacy Laws generally require “adequate protection” for the transfer of personally identifiable information about Ingredion Incorporated employees in the EU and Switzerland to Ingredion Incorporated operations in the United States.  Ingredion Incorporated accordingly adheres to the requirements of the US/EU and US/Swiss Safe Harbor Privacy Principles published by the US Department of Commerce (“Safe Harbor”) with respect to certain employee data received in the United States from our affiliated companies in the EU and Switzerland.  For more information about Safe Harbor please refer to the US Department of Commerce website at www.export.gov/safeharbor/.  Any individual in the EU or Switzerland who cannot resolve his or her issue directly with Ingredion Incorporated can contact the local data protection authority for further information and assistance.  Ingredion Incorporated provides its EU and Swiss employees with more detailed information about its data handling practices through internal company policies.