Sugenia Sweets B2B Terms of Service and Conditions of Sale

Last updated: September 25, 2026

These B2B Terms of Service and Conditions of Sale (the “Terms”) govern access to https://sugeniasweets.com/ (the “Website”) and business-to-business purchases of food, confectionery, chocolate, candy and related products offered under the Sugenia Sweets brand (“Sugenia Sweets,” “we,” “us,” or “our”).

By using the Website, requesting a quotation, submitting a purchase order, approving a proforma invoice, paying a deposit or otherwise ordering products from us, the customer (“Buyer,” “you,” or “your”) agrees to these Terms, unless a different written agreement applies.

1. Business Customers and Authority

The Website and our sales services are intended for business customers, including importers, distributors, wholesalers, retailers, food-service operators and other commercial purchasers. You represent that you are acting for business purposes, have legal capacity to enter into a binding agreement and, where acting for an organization, are authorized to bind that organization.

These Terms are not intended to create consumer-sale rights or obligations. If mandatory law classifies a particular transaction differently, that mandatory law will apply to the extent it cannot lawfully be excluded.

2. Website Use and Accounts

You must provide accurate, current and complete business, billing, shipping and contact information. You are responsible for safeguarding account credentials and for all activity conducted through your account. We may request reasonable business-verification, compliance or payment information before accepting an order.

You may use the Website only for lawful business purposes. You must not interfere with the Website, introduce malicious code, scrape or copy content in an unauthorized manner, misrepresent your identity or use the Website to violate applicable laws or third-party rights.

3. Product Information and Samples

We take reasonable care to present product descriptions, images, ingredient information, specifications and packaging accurately. Website content is for general commercial reference and does not by itself form a binding product specification.

Colors, shapes, sizes, finishes, decorations, flavor intensity, packaging and other visual characteristics may vary slightly between samples, production batches and displayed images within reasonable commercial tolerances. Product samples are reference samples unless the parties expressly approve them in writing as binding standards.

The Buyer must review and approve the applicable product specification, ingredients, allergen information, net content, shelf life, storage conditions, artwork and labeling requirements before order confirmation. The final written specification and approved artwork for the order will control over general Website content.

4. Quotations, Prices and Minimum Order Quantities

Unless expressly stated otherwise, Website prices, promotional information and availability are indicative only and may change without notice. Final prices, minimum order quantities, case quantities, currency, validity period, taxes, freight, insurance, bank charges and other costs will be stated in our quotation, proforma invoice, order confirmation or sales contract.

Quotations expire on the date stated in the quotation. If no validity period is stated, we may revise or withdraw a quotation before accepting the order, including where raw-material, packaging, freight, exchange-rate or regulatory costs change.

5. Orders and Contract Formation

A purchase order or payment submitted by the Buyer is an offer to purchase. An order becomes binding only when we issue written acceptance, an order confirmation or a proforma invoice that we accept for production, or when we otherwise confirm acceptance in writing.

We may decline or request changes to an order before acceptance for reasons including availability, minimum order quantities, credit risk, sanctions or export-control concerns, product restrictions, destination requirements or obvious pricing or description errors.

For each transaction, documents apply in the following order of priority unless expressly agreed otherwise:

1. a sales contract or other agreement signed by both parties;
2. our final order confirmation or proforma invoice and any expressly incorporated product specification;
3. the agreed purchase order, to the extent we accepted its terms in writing;
4. the agreed Incoterms® rule and named place or port;
5. these Terms; and
6. other Website content.

Any Buyer terms that conflict with these Terms do not apply unless we expressly accept them in writing.

6. Payment

Payment terms, currency, deposit requirements and due dates will be stated in the applicable quotation, proforma invoice, order confirmation or sales contract. The Buyer is responsible for bank charges and transfer fees imposed by its bank or intermediary banks unless otherwise agreed.

Payment must be made to the bank account or payment channel stated in our current written payment instructions. The Buyer should independently verify any requested change of payment details with us through a known contact method. We are not responsible for payments sent to an unauthorized account because of phishing, impersonation or altered instructions not issued by us.

If payment is late, incomplete or subject to a compliance hold, we may suspend production or shipment and adjust the schedule. Any statutory or contractual rights relating to overdue amounts remain reserved.

7. Custom, OEM and Private-Label Orders

Custom formulations, molds, packaging, printing, labels, artwork and private-label products may require samples, testing, approvals, setup fees, deposits and minimum quantities. Production will begin only after the required approvals and payments are received.

The Buyer warrants that materials it supplies or instructs us to use—including trademarks, designs, claims, translations, barcodes and packaging content—do not infringe third-party rights and comply with the laws of the destination market. Unless we expressly agree otherwise in writing, the Buyer is responsible for final legal and regulatory approval of Buyer-supplied or Buyer-approved artwork and claims.

Reasonable manufacturing tolerances, including quantity overrun or underrun for customized products, may apply where stated in the quotation or order confirmation.

8. Changes and Cancellations

Requested changes are effective only after our written approval and may affect price, minimum quantity, lead time and other terms. Once an order is confirmed, materials are purchased, packaging is printed or production begins, the order may not be canceled or reduced without our written consent. Any approved cancellation may be subject to reimbursement of work completed, committed materials, custom packaging, third-party charges and other reasonable costs.

9. Production and Lead Times

Production and shipment dates are estimates unless expressly guaranteed in a signed agreement. Lead times begin only after we receive all required deposits, specifications, artwork, approvals, documents and other Buyer inputs.

We will use commercially reasonable efforts to meet confirmed schedules, but we are not responsible for delay caused by the Buyer, carriers, customs, authorities, force majeure or other events outside our reasonable control. If a delay occurs, we will communicate available information and reasonably cooperate on a practical solution.

10. Delivery, Incoterms®, Title and Risk

The applicable delivery rule, named place or port, freight responsibility, insurance responsibility, transfer of risk and customs obligations will be stated in the transaction documents. When an Incoterms® rule is used, it means the Incoterms® 2020 rule published by the International Chamber of Commerce unless the parties expressly identify another version.

Risk of loss or damage transfers according to the agreed delivery term. Title to the products transfers as stated in the applicable transaction documents and, where legally permitted and not otherwise agreed, only after we receive full payment.

The Buyer must provide accurate consignee details and cooperate with shipping, customs and import documentation. Storage, demurrage, detention, redelivery, disposal or similar costs caused by the Buyer’s delay, inaccurate information or failure to clear the products are the Buyer’s responsibility unless caused by our breach.

11. Import, Regulatory and Market Compliance

International food requirements vary by destination. Unless the transaction documents expressly allocate a responsibility to us, the Buyer is responsible for determining and satisfying destination-market requirements applicable to importation, registration, permits, licenses, customs clearance, taxes, product claims, language, nutritional information, allergens, labeling, packaging, traceability, resale and distribution.

We will provide product and shipment documents expressly agreed for the order and will reasonably cooperate with legitimate compliance requests. The Buyer must notify us of destination-specific requirements before order confirmation. We are not responsible for a rejected, detained or relabeled shipment to the extent the issue results from an undisclosed destination requirement, Buyer-approved artwork or instructions, or the Buyer’s failure to obtain required approvals.

12. Inspection and Claims

The Buyer must inspect the products as soon as reasonably practicable after delivery and before resale, repacking, processing or distribution. Claim deadlines and procedures stated in the applicable contract or order confirmation will apply.

If no specific procedure is stated, the Buyer should notify us in writing within seven calendar days after delivery of any visible shortage, transport damage, incorrect item or apparent non-conformity. A latent food-quality or safety issue that could not reasonably be identified during the initial inspection must be reported promptly after discovery and, in all cases, within the product’s stated shelf life.

A claim should include the order or invoice number, product name, quantity affected, batch or lot code, production and expiry information where available, a clear description of the issue, photographs or video, storage and transport information, and any other reasonably requested evidence. The Buyer must preserve affected products and packaging and must not destroy, return, resell or continue distributing them until we provide written instructions, except where immediate action is required by law or necessary to protect health and safety.

13. After-Sales Resolution for Food Products

Because food products require controlled handling and may not be suitable for re-entry into the supply chain, physical returns are generally not required or accepted unless we expressly authorize them in writing.

We will review properly documented claims in good faith. If we confirm that products did not comply with the agreed specification or order because of a matter for which we are responsible, the usual B2B remedy will be replacement of the verified affected quantity or inclusion of replacement products in the Buyer’s next shipment. Depending on the circumstances and the written agreement for the transaction, the parties may agree on another commercially reasonable remedy, such as a credit, price adjustment or separate replacement shipment.

No product should be shipped back without our prior written authorization. The remedy, allocation of costs and claim process in any signed contract, order confirmation, proforma invoice, agreed trade term or written settlement will prevail over this section.

14. Storage, Handling and Resale

After risk transfers, the Buyer is responsible for maintaining the specified temperature, humidity, hygiene, handling, inventory rotation and other storage conditions. The Buyer must not sell products after their expiry or best-before date and must maintain commercially appropriate traceability and recall records.

We are not responsible for deterioration, contamination, melting, breakage, odor transfer, pest damage or other loss caused after risk transfer by improper transport, storage, handling, repacking or distribution outside the agreed conditions.

15. Intellectual Property

The Website and its content—including text, photographs, graphics, product presentations, designs and Sugenia Sweets branding—are owned by or licensed to us and are protected by applicable intellectual-property laws. Except with prior written permission, you may not reproduce, modify, publish, distribute or commercially exploit Website content.

No purchase transfers ownership of our trademarks, product designs, formulations, molds, production know-how or other intellectual property. Rights in custom developments, artwork and tooling will be determined by the applicable written agreement.

16. Confidentiality

Non-public quotations, pricing, specifications, samples, formulas, commercial terms and technical information disclosed in connection with a transaction must be kept confidential and used only to evaluate or perform that transaction, unless the information is already public through no breach, was lawfully known, is independently developed, or disclosure is required by law.

17. Third-Party Services and Links

The Website may use or link to payment providers, logistics providers, analytics tools, social platforms or other third-party services. Those services are governed by their own terms and privacy practices. We are not responsible for third-party websites or services that we do not control, although this does not limit obligations we expressly accept in a transaction document.

18. Privacy and Communications

Personal information submitted through the Website is handled under our Privacy Policy and applicable law. By providing business contact details, you authorize us to use them to respond to inquiries, administer accounts, process orders, provide transaction updates and maintain business records. Marketing communications will be sent only as permitted by applicable law, and you may unsubscribe using the method provided.

19. Product Safety Cooperation and Recalls

Each party must promptly inform the other of credible information indicating that a product may be unsafe, unlawfully labeled or subject to regulatory action. The parties will reasonably cooperate on traceability, investigation, notification, withdrawal or recall measures. Responsibility for costs will be allocated according to the cause of the issue, applicable law and the transaction documents.

20. Disclaimer and Limitation of Liability

Website content is provided on an “as available” basis for general business information. To the maximum extent permitted by law, we do not warrant uninterrupted access to the Website or that general Website content will always be error-free or current. Product warranties and obligations are limited to those expressly stated in the applicable specification, order confirmation, sales contract and mandatory law.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss, or for lost profit, lost revenue, loss of goodwill or loss of business opportunity arising from a transaction. Our aggregate liability arising from an affected order will not exceed the amount paid or payable for the affected products, except to the extent a different limit is stated in a signed agreement.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, willful misconduct or any other liability protected by mandatory law.

21. Buyer Indemnity

To the maximum extent permitted by law, the Buyer will defend, indemnify and hold us harmless from third-party claims, losses, penalties and reasonable costs arising from Buyer-supplied or Buyer-approved trademarks, artwork, claims or instructions; the Buyer’s failure to comply with destination-market requirements; unauthorized product modifications or repacking; improper storage, handling or distribution after risk transfer; or the Buyer’s violation of law or third-party rights. This section does not apply to the extent a claim was caused by our breach, negligence or willful misconduct.

22. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, sanctions, export or import restrictions, port congestion, carrier disruption, labor disputes, utility failures, cyber incidents, crop failure, or shortages of ingredients, packaging, energy or transport. The affected party must provide reasonable notice where practicable and take reasonable steps to reduce the effect.

If a force-majeure event continues for a commercially unreasonable period, the parties will discuss revised performance, allocation of available stock or cancellation of the unperformed portion, subject to payment for completed work and committed non-cancelable costs.

23. Suspension and Termination

We may suspend performance or Website access if the Buyer materially breaches these Terms, fails to pay amounts when due, provides misleading information, creates a material compliance or credit risk, or is subject to applicable sanctions or trade restrictions. Either party may exercise termination rights stated in the transaction documents or available under applicable law.

Termination does not affect accrued payment obligations, accepted orders already in production unless otherwise agreed, or provisions that by their nature should survive, including confidentiality, intellectual property, liability, indemnity and dispute provisions.

24. Governing Law and Dispute Resolution

The governing law, forum, arbitration arrangement and dispute-resolution process for a transaction will be those stated in the applicable signed contract, order confirmation, proforma invoice or other written agreement between the parties.

If the parties have not agreed these matters in writing, they will first attempt in good faith to resolve the dispute through commercial negotiation. Any unresolved dispute will be governed and resolved according to the law and forum determined under the applicable conflict-of-laws and jurisdiction rules. The United Nations Convention on Contracts for the International Sale of Goods will apply only where it is applicable under those rules or expressly incorporated by the parties.

25. Entire Agreement, Severability and Waiver

These Terms and the applicable transaction documents constitute the agreement for the relevant order and replace prior discussions concerning the same subject. A failure or delay in enforcing a right is not a waiver. If any provision is held invalid or unenforceable, it will be adjusted to the minimum extent necessary or severed, and the remaining provisions will continue in effect.

26. Changes to These Terms

We may update these Terms by posting a revised version on the Website and changing the “Last updated” date. Revised Terms apply to Website use after posting and to orders accepted after the effective date. Terms applicable to an already accepted order will not be changed retroactively unless the parties agree in writing or mandatory law requires the change.

27. Contact

Questions about these Terms, products or orders may be sent to:

Sugenia Sweets
Website: https://sugeniasweets.com/
Email: support@sugenia.com