Welcome! You have arrived at a website or mobile Internet site operated by CHOCOLATE, D.B.A. (“Chocolate”, “we,” “our,” or “us”). Each website or mobile Internet site shall be referenced as a “Site” or collectively, the “Sites”, however it is accessed and/or used, whether via personal computers, mobile devices or otherwise.
PLEASE NOTE THAT THESE TERMS REQUIRE THAT DISPUTES BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION (AND NOT BY COURT LITIGATION) IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR ACCOUNT, OR YOUR PURCHASE IF NO ACCOUNT EXISTS. THIS MEANS THAT YOU WAIVE ANY RIGHT TO JURY TRIAL, AND WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST US.
Please review the Governing Law, Arbitration and No Class Actions provisions below of these Terms for complete details.
1. ACCOUNT REGISTRATION
When you provide information to the Sites, you agree to provide only true, accurate, current and complete information. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).
If you register on the Sites and/or create a personal profile, you agree to accept responsibility for all activities that occur under your account (“Account”) or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights to your Account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Sites using your name in whole or in part. CHOCOLATE reserves the right to terminate your Account or otherwise deny you access in its sole discretion without notice and without liability.
Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware.
2. ORDERING PRODUCTS AND SERVICES
(a) Products and Services Offered on the Sites
You need a valid credit or payment card (except to the extent we permit purchases with PayPal, gift cards, gift certificates, promotional or discount codes, or similar forms of payment), with full authority to use it, to submit an order for merchandise, or other products or services through our Sites. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You may be asked to supply certain information relevant to your transaction including, without limitation, your credit or payment card number, the expiration date of your credit or payment card, your billing address, and your shipping information. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf to purchase products or services from the Sites. You understand that we will not be liable in the event that others acting with or without your permission use your credit or payment card to make purchases on the Sites. Certain products that you purchase and/or download on or through the Sites may be subject to additional terms and conditions presented to you at the time of such purchase or download.
(b) Prices; Colors; Availability
All prices listed on the Sites are subject to change. In the event a product or service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we shall have the right, prior to the acceptance of your order pursuant to our Order Acceptance Policy described below, to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit or payment card has already been charged for the purchase and we cancel your order, we shall issue a credit to your credit or payment card account in the amount of the charge. Please note that the colors of items and products may depend on your monitor and may not be correctly displayed.
Please keep in mind that while we might offer a variety of merchandise, and other products and services for sale on the Sites, we cannot guarantee availability at a particular time; and certain products or services available in our stores might not be available on the Sites, and vice versa. We reserve the right to change our merchandise, content and other products and service offerings, both in-store and online, at any time. We also reserve the right to change contents, features and offerings, and adjust accessibility of the Sites from time to time in our discretion. However, we understand you also have the right to return your product and return reimbursement if the product you received is significantly different from the one you ordered.
(c) Order Acceptance Policy
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. We may require additional verifications or information before accepting any order. Your order is not accepted until we send you shipping information for the order (or the accepted portion thereof). Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that (a) we will issue a credit to your credit or payment card account in the amount charged for the cancelled portion or the quantity not provided (if your credit or payment card has already been charged for the order) or (b) we will not charge your credit or payment card for the cancelled portion of the order or the quantity not provided.
(d) Payment Terms
For each product or service that you order on the Sites, you agree to pay the price applicable for the product or service (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. CHOCOLATE will automatically bill your credit card or other form of payment submitted as part of the order process for such price. If payment is not received by your credit or payment card issuer or its agents, you agree to pay all amounts due upon demand by us.
(e) Sales Taxes
We shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within the United States in accordance with our order policy in effect at the time of purchase. Each customer shall be solely responsible for all sales taxes, or other taxes, duties, customs, import/export charges, or similar governmental charges (except for taxes on CHOCOLATE’s net income), on orders shipped outside the United States.
(f) Shipping, Delivery, Exchange/Return Policy
All purchase transactions, excluding purchases for custom apparel, are subject to CHOCOLATE’s exchange/return policy in effect at the time of purchase. Acceptance of this document Terms and Conditions, includes the acceptance of the text of the Exchange and Return Policy found at http://www.CHOCOLATExl.com/information/returns. We may modify our return policies from time to time so you should check these each time prior to making a purchase. Please pay close attention to detail, spelling and color to ensure correct approval before printing custom apparel.
Shipping is free for all regions in USA except when customers select a faster shipping.
- All deliveries are pending approval and merchandise availability.
- Orders are processed Monday-Friday.
- We do not ship Saturdays, Sundays, or holidays.
- Watch for an email from us after placing order. We may need additional information to process
- Chocolate is not responsible for lost or stolen packages.
- Please note: We are able to accept orders shipped to P.O Box addresses.
(g) Site Protection and Safety.
When you use Chocolate site, you are using a site with a SSL certificate which SSL Certificates protects our customers' sensitive information by encrypting the data they send to us. Our SSL certificate Providers makes sure our SSLs use SHA-2 and 2048-bit encryption to protect sensitive data. It’s the strongest encryption on the market today and it is virtually uncrackable.
The Sites may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.
4. OWNERSHIP OF SITE MATERIALS
(b) Copyright/Trademarks. The entire contents of the Sites (including the Materials) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, CHOCOLATE owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Sites. Third-party content providers own the copyright in content that is original to them. Trademarks and service marks, such as the CHOCOLATE and Blackheart names and logos, and the Sites’ URLs are the service and trademarks of CHOCOLATE. Without CHOCOLATE’s prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to CHOCOLATE. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of CHOCOLATE, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites.
5. USER INTERACTIONS AND DISPUTES
You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
6. COPYRIGHT POLICY
(a) DMCA. You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (text at http://www.copyright.gov), We have a policy of terminating the Accounts of users who (in our reasonable discretion) are repeat infringers.
7. DISCLAIMER OF WARRANTIES
THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CHOCOLATE AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “CHOCOLATE PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) USER CONTENT; (D) THE DOWNLOADABLE ITEMS AND EMBED CODE; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITES; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM CHOCOLATE OR VIA THE SITES. IN ADDITION, THE CHOCOLATE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE CHOCOLATE PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE CHOCOLATE PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE CHOCOLATE PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE CHOCOLATE PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.
8. LIMITED LIABILITY
UNDER NO CIRCUMSTANCES WILL THE CHOCOLATE PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITES; (B) THE MATERIALS; (C) USER CONTENT; (D) THE DOWNLOADABLE ITEMS AND EMBED CODE (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CHOCOLATE PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITES’ TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CHOCOLATE PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES). IN NO EVENT WILL THE CHOCOLATE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE CHOCOLATE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).
YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY OF THE MATERIALS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITES OR THE MATERIALS.
You agree to defend (if requested by CHOCOLATE), indemnify and hold harmless the CHOCOLATE Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content; (b) your use of the Sites or activities in connection with the Sites; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access the Sites, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the CHOCOLATE Parties’ use of your information. You will cooperate as fully required by the CHOCOLATE Parties in the defense of any claim. Notwithstanding the foregoing, the CHOCOLATE Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The CHOCOLATE Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the CHOCOLATE Parties.
10. TERMINATION AND MODIFICATIONS
(a) Termination. CHOCOLATE reserves the right to terminate your access to and use of the Sites, including, without limitation your Account, in its sole discretion, without notice and liability, including, without limitation, if CHOCOLATE believes your conduct fails to conform with these Terms. CHOCOLATE also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Sites or CHOCOLATE. Any violation, or potential violation, of these Terms may be referred to law enforcement authorities.
(b) Modifications. CHOCOLATE reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials available on the Sites, without limitation, in whole or in part, including the cessation of all activities associated with the Sites, with or without notice. You agree that CHOCOLATE will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites or any part thereof.
(c) What happens upon Termination? Upon termination of your access to the Sites and/or your Account, or upon demand from CHOCOLATE, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Sites, including links to the Sites; and (b) destroy all Materials obtained from the Sites and all related documentation.
11. LOCATION OF SITES AND TERRITORIAL RESTRICTIONS
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject CHOCOLATE to any registration requirement within such jurisdiction or country. CHOCOLATE controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations. Anyone using or accessing the Sites from other locations does so on their own initiative and are responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
12. GOVERNING LAW, ARBITRATION, AND CLASS ACTION WAIVER
(a) GOVERNING LAW. THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE TEXAS BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
(b) DISPUTE NOTICE. Before initiating an arbitration, you and CHOCOLATE each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute can be (1) mailed to CHOCOLATE at email@example.com. CHOCOLATE will provide a Notice of Dispute to you via the billing address or email address associated with your Account and/or billing information (the “Notice Address”).
You and CHOCOLATE agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until a 45-day post-notice resolution period expires. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or CHOCOLATE may commence an arbitration proceeding
(c) ARBITRATION. YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND ANY CHOCOLATE PARTIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO THE SITES, TO THE USE OR ACCESS THEREOF, TO THE PRODUCTS, SERVICES, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED ON OR THROUGH THE SITES, AND/OR TO THE APPLICATION, ENFORCEABILITY, SCOPE, OR INTERPRETATION OF THIS AGREEMENT TO ARBITRATE (“DISPUTES”) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY.
ALL DISPUTES SHALL BE DETERMINED BY BINDING ARBITRATION (1) ADMINISTERED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES EFFECTIVE JULY 1, 2014 (THE “JAMS RULES”), AND AS MODIFIED BY THIS AGREEMENT TO ARBITRATE; (2) CONDUCTED BY A SINGLE, NEUTRAL ARBITRATOR; AND (3) TAKE PLACE TELEPHONICALLY UNLESS AN IN-PERSON HEARING IS SPECIFICALLY REQUESTED BY EITHER PARTY, IN SUCH CASE IN-PERSON HEARINGS SHALL TAKE PLACE IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR ACCOUNT, OR THE COUNTY WHERE YOU RESIDE, IN THE INSTANCE WHERE NO ACCOUNT EXISTS. TO THE EXTENT THAT THIS AGREEMENT TO ARBITRATE CONFLICTS WITH THE JAMS POLICY ON CONSUMER ARBITRATIONS PURSUANT TO PRE-DISPUTE CLAUSES MINIMUM STANDARDS OF PROCEDURAL FAIRNESS (THE “MINIMUM STANDARDS”), THE MINIMUM STANDARD IN THAT REGARD WILL APPLY.
DISPUTES MAY ALSO BE REFERRED TO ANOTHER ARBITRATION ORGANIZATION IF YOU AND CHOCOLATE AGREE IN WRITING, OR TO AN ARBITRATOR APPOINTED PURSUANT TO SECTION 5 OF THE FEDERAL ARBITRATION ACT.
BECAUSE THE SITES PROVIDED TO YOU BY CHOCOLATE CONCERN INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT ("FAA") GOVERNS THE ARBITRABILITY OF ALL DISPUTES. HOWEVER, APPLICABLE TEXAS STATE OR U.S. FEDERAL LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. YOU AND WE VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT YOU OR WE HAVE TO A JURY TRIAL.
NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE, AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, ANY DISPUTE. Further, unless both you and CHOCOLATE expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
13. UPDATES TO TERMS
CHOCOLATE reserves the right to modify or add to these Terms or any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page of the Sites, and that your use of the Sites after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms before using the Sites. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward. 19. Miscellaneous
For the effect of this agreement and the use of the Site, wholesale customer is the buyer (an institution, individual, organization, who purchases from Chocolate products with the intention to sell or distribute such products to others).
Please contact firstname.lastname@example.org to get a wholesale price.
Buyer is identified with the information entered in the Site by the individual, organization or its authorized representative. The buyer understands and accepts that Chocolate has not means to confirm that such representative is an official authorized person and as such Chocolate must assume that the person using the Site has authorization issue by Organization, and as such the Organization will honor and commit to the Term of Use of the Chocolate’s site.
1. Ordering, Signature and Payments. Purchase order will be entered, authorized, and signed by Buyer officer with delegated authority. Buyer understands that Chocolate acts in good faith and accepts purchase order signed, transmitted or sent to Chocolate by electronic means, and by manager/person with authority, responsibilities in the trade business, and/or who acts himself/herself as authorized officer. Chocolate (Seller) shall submit an invoice or Payment order to buyer to be paid thru the Site or according to attached agreement between Buyer and Chocolate, if any. Buyer will review invoice or Payment order and will pay thru this site before submitting order. Chocolate (Seller) will not modify any original invoice but will cancel invoice if any inconsistency with purchase order is found and will issue a new one along with a credit note to cancel the first one. Payments: Buyer is limited to pay the amount of money stated on the face of the Order. Buyer will pay according to the terms stated on the face (including Seller website) of Order and/or invoice.
2. Purchase orders may be legally enforced in those cases when buyer will not honor payments of products ordered including those cases where instructions are given by oral, and written means including any electronic email given by Chocolate representative to Buyer representative.
3. Delivery. Chocolate is not responsible for lost or stolen packages when order submitted thru the Sites, and shipped by Chocolate by using a US shipping company such as USPS, FedEx, UPS or equivalent.
3. Gratuities. Chocolate is committed to conducting business in an ethical and honest manner, and is committed to implementing and enforcing systems that ensure bribery is prevented. Chocolate has zero-tolerance for bribery and corrupt activities. Chocolate is committed to act professionally, fair, and with integrity in all business dealings and relationships, wherever in the country we operate. Buyer may, by written notice to Chocolate (Seller), cancel this contract without liability to Chocolate (Seller) if it is determined by Buyer that gratuities of important value, in the form of entertainment, gifts, or otherwise, were offered by the Seller, or any agent, or representative of the Chocolate (Seller), to any officer or employee of the Buyer in order to induce or influence an action or decision. Chocolate’s representative may show appreciation to buyer with a small gift after a purchase has been made.
4. Taxes. We shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within the United States in accordance with our order policy in effect at the time of purchase. Each customer shall be solely responsible for all sales taxes, or other taxes, duties, customs, import/export charges, or similar governmental charges (except for taxes on CHOCOLATE’s net income), on orders shipped outside the United States. If Wholesale customer provides to Chocolate a Sales Certificate from the US tax authority, Chocolate will not charge taxes.
5. Warranty Products. Chocolate (Seller) shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Chocolate (Seller) warrants that the goods furnished will conform to the descriptions listed in the brochure of introduction document and to the sample(s) furnished by Chocolate (Seller), if any. In the event of a conflict between the specifications, drawings and descriptions, the specifications and any written statement between both parties shall govern.
6. Right of Inspection. Buyer shall have the right to inspect the goods at delivery.
7. Cancellation. Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Chocolate (Seller), and terms stated in the face of purchase order. If not default has been made by Chocolate (Seller), Buyer is obliged to receive products and pay them in accordance with purchase order.
9. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other part within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuation of the inability then claimed.
10. Assignment. Chocolate (Seller) may not assign, sell or otherwise transfer this contract without written permission of the Buyer. Any assignment of this contract is made subject to all the rights of the Buyer.
11. Controlling Documents. In the event of any conflict between either the terms and provisions of this purchase order or the Buyer’s offer specifications, terms and conditions, and the terms or any provision(s) of any documents tendered by Chocolate (Seller), this purchase order, and the Buyer’s offer specifications (if any) shall control.
12. Governing Law. This agreement shall be governed by the Constitution and laws of the State of Texas, as amended.