Terms & Conditions

1. Overview

Welcome to Pro Foods Group (“Company,” “we,” “our,” or “us”). By accessing our website, submitting an inquiry, requesting a quote, placing an order, or engaging us for services, you agree to be bound by these Terms & Conditions (“Terms”).

2. Scope of Services

Pro Foods Group provides business-to-business (B2B) services including, but not limited to:

• Contract manufacturing
• Dry blending and formulation support
• Private label production
• Packaging and co-packing services
• Product development and research support
• Sourcing and procurement assistance

All services are subject to separate written agreements, quotes, production approvals, purchase orders, and/or statements of work. If there is a conflict between these Terms and a separate signed agreement, the signed agreement will control.

3. Quotes, Orders & Acceptance

• All quotes are non-binding unless otherwise stated in writing.
• Pricing may change based on raw material costs, packaging availability, labor, freight, or volume changes.
• Orders are not considered accepted until written approval is issued and any required deposit has been received.
• Pro Foods Group reserves the right to reject, suspend, or cancel orders at its discretion.

4. Minimum Order Quantities

All projects are subject to minimum order quantities (“MOQs”), which will be outlined in the applicable quote, proposal, or agreement.

Failure to meet MOQ requirements may result in revised pricing, delayed scheduling, or inability to proceed with production.

5. Payment Terms

• Payment terms will be defined in the applicable quote, invoice, or service agreement.
• Typical payment structures may include a deposit prior to production and final payment prior to shipment.
• Late or unpaid balances may result in delayed production, delayed shipment, storage charges, or suspension of services.
• Amounts paid are non-refundable unless otherwise stated in writing.

6. Production & Lead Times

Production schedules and lead times are estimates only. Timing may vary due to ingredient supply, packaging lead times, production capacity, equipment maintenance, transportation delays, quality review requirements, or other factors outside reasonable control.

Pro Foods Group is not liable for schedule changes, delays, or missed timelines caused by these conditions.

7. Client Responsibilities

Clients are responsible for providing complete and accurate information related to their project, including:

• Specifications and formulation details
• Packaging requirements
• Label content and claims
• Allergen disclosures
• Market-specific compliance requirements

Pro Foods Group is not responsible for errors, delays, rework, or losses caused by inaccurate, incomplete, or untimely client-provided information.

8. Regulatory Compliance

Pro Foods Group operates in a regulated manufacturing environment and follows applicable industry requirements; however, the client remains solely responsible for the final compliance of the finished product in its intended market.

9. Intellectual Property

• Client-supplied formulas, artwork, branding, and packaging assets remain the property of the client.
• Pro Foods Group retains ownership of its internal systems, manufacturing processes, methods, documentation formats, and operational know-how.
• Unless otherwise agreed, Pro Foods Group may retain samples and production records for internal compliance and quality purposes.

10. Product Variability

Because food production involves agricultural inputs, blending behavior, environmental factors, and packaging dynamics, slight variation may occur between runs.

• Color
• Texture
• Flavor nuance
• Powder density
• Fill level

Such variation is considered normal when within commercially reasonable and industry-accepted tolerances.

11. Returns, Refunds & Claims

• Due to the custom nature of manufacturing, all sales are final unless otherwise agreed in writing.
• Any claim regarding shortage, damage, defect, or nonconformity must be submitted within 7 days of delivery.
• Claims must include supporting documentation, lot or batch information, and photographs where applicable.
• Pro Foods Group reserves the right to inspect, investigate, and determine the appropriate resolution.

12. Shipping & Risk of Loss

Risk of loss transfers to the client upon shipment, carrier pickup, or release to third-party logistics, unless otherwise stated in writing.

• Carrier delays
• Damage in transit
• Lost freight
• Delivery exceptions beyond our direct control

Shipping insurance, if desired, is the responsibility of the client unless otherwise agreed.

13. Storage & Warehousing

If Pro Foods Group stores inventory, packaging, or finished goods on behalf of a client, storage fees may apply.

Products not released, scheduled, or claimed within agreed timelines may incur fees and, after reasonable notice, may be subject to disposal or other corrective action.

14. Limitation of Liability

To the fullest extent permitted by law, Pro Foods Group will not be liable for indirect, incidental, special, exemplary, or consequential damages, including loss of profits, lost opportunity, lost revenue, or business interruption.

Pro Foods Group’s total liability arising out of any claim will not exceed the amount paid for the specific services or goods directly giving rise to that claim.

15. Indemnification

The client agrees to defend, indemnify, and hold harmless Pro Foods Group and its officers, employees, and affiliates from and against claims, damages, losses, liabilities, and expenses arising from or relating to:

• Client-provided formulas, materials, content, or instructions
• Labeling or marketing claims
• Product misuse after transfer
• Regulatory violations tied to the client’s finished product or market activity

16. Confidentiality

Each party agrees to protect confidential business information disclosed in connection with a project, including proprietary formulations, specifications, pricing, and internal operating information, except where disclosure is required by law or expressly authorized in writing.

17. Termination

Pro Foods Group may suspend or terminate services if:

• These Terms are violated
• Invoices remain unpaid
• The client fails to provide necessary approvals or cooperation
• Continuing the relationship would create operational, legal, or compliance risk

18. Force Majeure

Pro Foods Group is not responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, labor shortage, utility interruption, transportation disruption, raw material shortage, pandemic-related impact, governmental action, or other force majeure events.

19. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

20. Changes to Terms

Pro Foods Group reserves the right to update or revise these Terms at any time. Continued use of our website or services after updates are posted constitutes acceptance of the revised Terms.

21. Food Safety & Quality Standards

Pro Foods Group operates in a certified, food-safe manufacturing environment and maintains programs designed to support food safety, traceability, process control, and quality consistency.

• SQF Level 3 certification
• FDA-registered facility status
• HACCP-based food safety systems
• Current Good Manufacturing Practice alignment

These certifications and programs support disciplined production standards, but they do not constitute a guarantee of product performance, shelf life, market approval, or commercial success.

22. HACCP & Preventive Controls

Pro Foods Group maintains food safety procedures informed by Hazard Analysis and Critical Control Point (HACCP) principles and preventive control requirements applicable to its operations.

• Hazard identification and evaluation
• Process monitoring
• Corrective action procedures
• Verification and review practices
• Supporting documentation and traceability measures

These controls apply to manufacturing operations and do not replace the client’s responsibility for finished product compliance, claims substantiation, or market-specific obligations.

23. Ingredient Sourcing & Traceability

• Ingredients are sourced through approved vendors and evaluated in accordance with internal quality expectations.
• Lot traceability is maintained for incoming materials and finished goods.
• Clients remain responsible for confirming ingredient suitability for intended use and market claims unless otherwise expressly agreed in writing.

24. Allergen & Cross-Contamination Controls

Pro Foods Group implements allergen awareness and control measures appropriate to its manufacturing environment. However, because facilities may handle multiple ingredients, cross-contact risk can be reduced but not absolutely eliminated.

Clients must disclose allergen requirements, restrictions, sensitivities, and claim needs before formulation approval and production scheduling.

25. Product Development & R&D

Any product development, prototype support, or research and development assistance provided by Pro Foods Group is based on available information, operational experience, and standard manufacturing considerations.

Unless otherwise agreed in writing, such support does not guarantee:

• Regulatory approval
• Shelf stability
• Scale-up success in every channel
• Commercial performance

Final validation and approval remain the responsibility of the client.

26. Packaging & Label Compliance

Pro Foods Group may assist with packaging execution, production-ready packaging review, or label implementation; however, the client remains solely responsible for final compliance of all packaging and labeling content.

• Ingredient statements
• Allergen declarations
• Nutritional information
• Certifications and seals
• Marketing or performance claims

27. Fill Weights & Manufacturing Tolerances

Production output is subject to commercially reasonable and industry-standard manufacturing tolerances, including fill variance, density fluctuation, settling, and process loss.

These conditions are considered normal and do not, by themselves, constitute defect or nonconformity.

28. Shelf Life & Stability

Unless expressly stated in writing, Pro Foods Group does not guarantee shelf life, stability, or performance over a specific duration.

Any guidance provided is informational only. Formal shelf-life determination, validation, or extended stability analysis is the responsibility of the client unless separately contracted.

29. Retention Samples & Batch Records

Pro Foods Group may retain production records, traceability documentation, and retention samples in accordance with internal policy, certification standards, and applicable regulatory expectations.

30. FDA Compliance & Responsibility Disclaimer

Pro Foods Group operates as an FDA-registered facility and follows applicable operational requirements relevant to its manufacturing activities. However, unless expressly agreed in writing, Pro Foods Group does not serve as the legal manufacturer of record, regulatory filing owner, or responsible party for label claims.

31. Audits & Documentation Requests

Client audits, compliance reviews, and special documentation requests may be considered at Pro Foods Group’s discretion and subject to operational availability.

Additional fees may apply for:

• Custom reporting
• Audit coordination
• Special documentation packages
• Extended compliance support

32. Recalls & Liability

In the event of an actual or potential recall, the client must notify Pro Foods Group promptly. The parties will cooperate as reasonably necessary to assess root cause, affected scope, and appropriate next steps.

Responsibility for recall-related costs, execution, communication, and liability will be determined based on root cause, applicable agreements, and governing law.

33. Continuous Improvement & Compliance Updates

Pro Foods Group reserves the right to update procedures, controls, workflows, and documentation practices as needed to maintain operational efficiency and alignment with applicable regulations, certification requirements, and industry best practices.

34. Contact Information