Legal
Terms of Sale & Use
The terms that apply when you buy from Naturmix — ingredients, cups, packaging and equipment alike. Ordering, delivery, returns, claims and everything else that decides who pays when something goes wrong. Wholesale and OEM orders carry extra terms, marked as such.
This is a template, not signed-off legal advice
These terms were drafted for the Naturmix website build to show the structure and the level of commercial detail a food ingredient supplier needs. They must be reviewed and adapted by qualified counsel before launch — in particular the limitation of liability, the warranty disclaimers, the governing law and arbitration clause, and the interaction between the Chinese export contract and the U.S. domestic sale from the California warehouse. Do not publish or contract on them as-is.
Open items for counsel: confirm whether the CISG is excluded, confirm whether a U.S. entity of record is needed for domestic warehouse sales, confirm the enforceability of the retention-of-title clause in each destination state, and align the claims window with the food safety notification rules in each import market.
1. Scope and parties
These terms govern every sale of Naturmix products by Guangzhou Haoen Fengshi Food Co., Ltd. (HEFS) (“Naturmix”, “we”) to you (“you”). They apply to orders placed through naturmix.com and, where marked, to wholesale and OEM orders confirmed against a written quotation.
Naturmix sells to anyone over 18 in the markets we ship to — people making drinks at home, cafés and tea bars, food service operators, distributors and private-label brand owners. There is no minimum order. Sections marked wholesale apply only where you are buying to resell under a quotation; everything else applies to every order.
What “product” covers. These terms apply to the ingredient range we manufacture — syrups, purées, beverage powders, toppings and tea bases — and equally to the stocked non-food lines: . Where a clause below is written for food (shelf life, storage temperature, batch retention, recall), it applies to the ingredient range; the non-food lines are covered by section 9 instead.
Your terms do not apply. Any conflicting condition printed on your purchase order or portal is excluded unless a Naturmix authorised signatory has accepted it in writing. Where a signed supply agreement exists between us, that agreement prevails over these terms on any point it covers.
2. Quotations and pricing validity
- Validity. Written quotations are valid for 30 calendar days from the date of issue unless the quotation states otherwise. Container-load and OEM quotations that depend on a raw material index may carry a shorter validity, which will be stated on the face of the quotation.
- Currency and taxes. All prices are in U.S. dollars and exclude sales tax, VAT, GST, import duty and any other levy. U.S. domestic orders are charged sales tax at the rate shown at checkout (currently 9.75%) unless a valid resale or exemption certificate has been approved on your account.
- Price shown on the website. Every price on naturmix.com is public and is the price payable, in USD, before tax. Multi-buy pricing applies per product at the published steps — — and a membership discount, where you hold one, is applied on top. Both are itemised in the cart. The price payable is the one calculated in the cart at the moment we confirm the order.
- Indicative totals. Any figure labelled “indicative” — in the cart, in the Complete the Drink module or in a cost-per-cup calculator — is an estimate for planning, not an offer.
- Errors. Obvious pricing or specification errors do not bind us. If an error is material we will tell you before we accept the order and you may cancel it without charge.
- Price changes. Prices for future orders may change on 30 days’ written notice. Confirmed orders are not repriced, except where a change in duty, tariff or statutory levy takes effect before shipment, which is passed through at cost with evidence.
3. Order quantities
There is no minimum order on naturmix.com. One bottle, one bag or one tub is a valid order, and every product is sold by the pack shown on its page. Multi-buy discounts apply per product at the published steps and need no code. Free U.S. delivery applies above the threshold shown at checkout; below it, a calculated rate is shown in the cart before you pay.
Wholesale. Orders placed against a wholesale or OEM quotation carry their own minimum, currently ex-works excluding freight and tax, and are quoted per shipment. Private-label production carries a separate minimum of 1,000 kg per product.
| Route | Minimum | Notes |
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Mixing flavours. Every bottle is sold individually, so there is nothing to mix and match — order one of each flavour if that is what you want. Multi-buy discounts count identical products only.
4. Order acceptance
- An order you place — online, by email or against a quotation — is an offer to buy. The contract forms only when we issue a written Order Confirmation stating the SKUs, quantities, price, Incoterm, ship-from location and estimated ready date.
- An automated “order received” email is an acknowledgement, not an acceptance.
- Stock is allocated at Order Confirmation, not at checkout. Where a SKU sells out between the two, we tell you within one business day and offer the nominated substitute, a partial shipment or a cancellation.
- We may decline an order — for example where credit is not approved, where the destination is subject to sanctions or an import restriction, or where the quantity cannot be produced in the requested window.
- Changes and cancellation. Stocked orders can be changed or cancelled free of charge until the picking list is released. Factory production orders can be changed up to 7 days before the scheduled production slot; after that, materials already committed are chargeable. OEM orders with printed custom packaging cannot be cancelled once artwork has gone to print.
5. Payment terms
- New accounts pay 100% in advance for the first three orders. After three settled orders and a credit review you may apply for Net 30 terms.
- Container and OEM orders are 30% deposit on Order Confirmation and 70% against the bill of lading copy, unless a letter of credit at sight has been agreed.
- Accepted methods: bank transfer (T/T), and card for U.S. domestic orders below $10,000. Bank charges on international transfers are for your account — please remit the full invoice value.
- Late payment. Overdue invoices carry interest at 1.5% per month or the maximum permitted by law, whichever is lower, plus reasonable collection costs. We may suspend open orders and revert the account to prepayment while an invoice is overdue.
- No set-off. Payment may not be withheld or reduced on account of a claim that has not yet been agreed in writing under section 8.
- Tax exemption. Sales tax is removed only from the moment a valid certificate is approved on your account. It is not applied retroactively to earlier invoices.
6. Title and risk
Risk in the goods passes to you at the point set by the agreed Incoterm — see section 7. From that moment the goods are at your risk and you should insure them.
Title is retained by Naturmix until we have received payment in full and cleared funds for that shipment and for every other sum then due from you. Until title passes you must store the goods so they remain identifiable as ours, keep them in the conditions in section 9, and not pledge them as security. You may resell them in the ordinary course of business, in which case you hold the proceeds on our account. If payment becomes overdue we may enter your premises during business hours, with reasonable notice, to recover goods to which we still hold title.
7. Shipping and Incoterms
Unless the Order Confirmation says otherwise, international shipments are sold FOB Guangzhou (Incoterms® 2020) and U.S. domestic shipments are sold FCA City of Industry, California.
| Term | Risk passes | Typical use |
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- Domestic freight. Orders placed on the website from U.S. stock are charged $85 plus $0.42 per kg, and freight is free on orders of $3,500 or more. Non-standard lanes — residential, inside delivery, lift-gate, cold chain for HPP purée — are quoted separately.
- Lead times. Stocked SKUs released before 14:00 PT ship the same business day and are delivered in . Factory production takes 15–25 days, then sea freight — part load (LCL) ; full container (FCL) — or 5–7 days by air. Private-label production runs to .
- Dates are estimates. Ready dates and delivery dates are given in good faith and are not of the essence. We notify you as soon as we know a date will move, but we are not liable for a carrier’s delay, port congestion or a customs inspection.
- Partial shipments are permitted and are invoiced as shipped.
- Import formalities. On FOB, CIF and FCA terms you are the importer of record and are responsible for duty, customs clearance and any registration the destination market requires. We supply the commercial invoice, packing list, certificate of origin, health certificate and batch COA.
8. Inspection and claims
Inspect every delivery before you sign for it. The windows below are conditions of the contract, not guidelines — a claim made after them is time-barred.
| Claim | Deadline | What we need |
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- Do not return anything without an RMA number. Unauthorised returns are refused at your cost.
- Hold the affected cartons and the batch codes until the claim is closed. Disposing of the evidence ends the claim.
- Where a claim is upheld, our liability is limited, at our option, to replacing the affected goods, re-performing the delivery or issuing a credit for the invoiced value of the affected goods.
- A product recall notified by us overrides these windows: stop using the batch, quarantine it and follow the written recall instruction immediately.
9. Returns and cancellations
Change of mind. Unopened, unused packs in their original packaging can be returned within 30 days of delivery for a full refund of the goods value. Ask us for a return authorisation first; unauthorised returns are refused at your cost. Return postage is yours unless the return is our fault.
Our fault. If an item arrives damaged, incorrect, short or outside its guaranteed remaining shelf life, we pay the return label and either replace it or refund it in full — your choice. Send a photo of the pack and the batch code within the claim window in section 8 and we handle the rest.
What cannot be returned. Opened food products, for food-safety reasons. Equipment once it has been unboxed and used, unless it arrived faulty. Made-to-order private-label production, unless it is off specification.
Cancelling. An order can be cancelled at no charge any time before it is picked. Once it has shipped, treat it as a return under the paragraphs above. Wholesale and OEM orders confirmed against a quotation follow the cancellation terms stated on that quotation.
10. Product specification, shelf life and changes
Cups, packaging and equipment. These lines are stocked, not manufactured by us, and are supplied to the specification on the product page rather than to a food specification. Cups, lids, straws, carriers, take-out bags and sealing film are sold by the case and are covered by the claims windows in section 8 like any other stocked good. Equipment is sold by the unit and, once it has been uncrated, it is non-returnable — an unopened crate can be returned under RMA, but a machine that has been unpacked or powered up can only be claimed against if it arrived damaged or dead, reported inside the section 8 window. Equipment is supplied for the voltage stated on the product page; we are not liable for damage caused by running it on another supply, and installation and local electrical compliance are yours.
- Natural variation. Products are made from real fruit and agricultural raw materials. Colour, aroma, Brix and viscosity vary between harvests within the tolerance stated on the technical data sheet. Variation inside that tolerance is not a defect.
- Shelf life. Syrups and concentrates 18 months unopened and 30 days refrigerated after opening; powders 12 months; popping boba and jellies 12 months ambient. We ship with at least 75% of shelf life remaining on air and domestic orders, and at least 65% on sea freight.
- Storage. Store between 5 °C and 25 °C, out of direct sunlight, in the original sealed pack. Goods stored outside these conditions are outside warranty.
- Improvements. We may change a formula, raw material origin or pack format where it does not materially affect the sensory profile or the application. Material changes are notified 30 days in advance with a revised specification sheet, and you may cancel undelivered orders of the affected SKU without charge.
- Regulatory changes. Where a change is required by food law in your market — an additive restriction, a labelling rule, an allergen declaration — we implement it as soon as it applies and notify you as early as we can.
- Discontinuation. A SKU is withdrawn on 60 days’ notice, with a nominated substitute and a final order window. Out-of-stock SKUs on the website always show their substitute and a restock alert.
- Your responsibility. You are responsible for the finished drink: your own recipe, dosing, allergen declarations, nutrition labelling and any claim you make on your menu.
11. Warranty and limitation of liability
We warrant that, at the moment risk passes, the goods conform to the agreed specification, are produced under our ISO 22000 and HACCP systems, and are fit for use as a beverage ingredient when stored and used as directed. This warranty replaces every other warranty implied by law to the extent the law allows that exclusion.
Naturmix is not liable for loss of profit, loss of sales, loss of goodwill, business interruption or any indirect or consequential loss. Our total liability arising out of any order is limited to the invoiced value of the goods giving rise to the claim. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.
12. Intellectual property and private label
- You own your brand: trade marks, artwork and dielines you supply for a private-label run remain yours, and we use them only to produce your goods.
- We own ours: the Naturmix name, label artwork, photography, recipe library and the formulations we develop remain the property of HEFS. A custom formula developed for you is exclusive to you only where a written exclusivity agreement says so and the agreed minimum annual volume is met.
- You warrant that artwork you supply does not infringe anyone’s rights, and you indemnify us against claims that it does.
- Naturmix product images, recipe text and specification sheets may be reproduced by an appointed distributor for the purpose of reselling our goods, and for no other purpose.
13. Force majeure
Neither party is liable for failing to perform — other than an obligation to pay money already due — where the cause is beyond its reasonable control: natural disaster, epidemic or public health measure, war, civil unrest, act of government, sanction or export control, strike, fire, failure of the power or water supply, port closure, carrier collapse, cyber-attack, or the failure of a harvest that makes a raw material genuinely unavailable.
The affected party notifies the other within 10 business days, both parties work in good faith on mitigation such as a substitute SKU or a revised shipping window, and delivery dates extend by the duration of the event. If it continues for more than 90 days, either party may cancel the affected undelivered orders in writing with no further liability, and we refund any deposit for goods not produced.
14. Use of this website
Use the site to research products, request quotes and place business orders. Do not scrape it, resell its content, misrepresent your identity or the company you act for, or attempt to interfere with the service. Account credentials are your responsibility — tell us immediately if you think they have been compromised, and note that orders placed with your credentials are treated as yours.
Recipes, dosing figures, cost-per-cup calculations and cups-per-case figures on this site are guidance based on our own testing. Verify them against your own equipment, cup size and local ingredient costs before you build a menu price on them.
15. Governing law and disputes
- Export sales from Guangzhou are governed by the laws of the People’s Republic of China. Disputes not settled within 30 days of written notice are referred to the China International Economic and Trade Arbitration Commission (CIETAC), South China Sub-Commission in Shenzhen, in English, before three arbitrators. The award is final and binding.
- U.S. domestic sales released from the California warehouse are governed by the laws of the State of California, excluding its conflict-of-laws rules, with exclusive venue in the state and federal courts of Los Angeles County.
- The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
- If any provision is held unenforceable, the rest stays in force and the provision is read down to the minimum change needed to make it enforceable.
16. Contact
Questions about these terms go to customer care; formal notices under them must be in writing to the addresses below.