Article 1 – Identity of the seller

These general terms and conditions apply to all sales by:

Chocolatemakers Ecom B.V.

Trade names:
Chocolatemakers & CLARO

Radarweg 32A
1042 AA Amsterdam
The Netherlands

Chamber of Commerce: 70525943

VAT: NL858358931B01

E-mail: info@thechocolateimpactgroup.com

Telephone: 020-2614470

Hereinafter referred to as: “Seller”.

Article 2 – Definitions

In these terms and conditions the following definitions apply:

Consumer
A natural person who is not acting in the course of a profession or business.

Customer
A natural person or legal entity acting in the course of a profession or business, including retailers, resellers and corporate gifting buyers.

Products
All chocolate products, food products, packaging, private label products and related articles.

Agreement
Any agreement between Seller and Consumer or Customer concerning the delivery of Products.

Webshop
The online sales channel of Seller.

Article 3 – Applicability

These terms and conditions apply to all:

● offers

● quotations

● orders

● agreements

● deliveries

of Seller.

General terms and conditions of the Customer are expressly rejected.

Deviations are only valid if confirmed in writing by Seller.

Article 4 – Offer and product information

Product information is presented as carefully as possible.

Images, packaging, colours and shapes may deviate to a limited extent from the Products delivered.

Obvious errors or typographical errors do not bind Seller.

Ingredient, allergen and nutritional information on the product packaging is decisive.

With artisanal or batch production, minor variations may occur.

Article 5 – Formation of the agreement

Webshop (consumers)

The agreement is formed once:

1. - the order has been placed via the webshop
2. - payment has been completed successfully

The consumer receives an order confirmation by e-mail.

Business customers

An agreement is formed when:

● Seller confirms the order in writing, or

● Seller starts delivery of the Products.

Seller
reserves the right to refuse orders.

Article 6 – Prices

Consumers

All prices include VAT.

Shipping costs are shown before the order is completed.

Business customers

All prices exclude VAT and transport costs unless stated otherwise. (excluding the webshop, where prices include VAT).

Seller
may implement price increases if these result from rising costs of:

● cacao or other raw materials

● energy

● transport

● packaging materials.

Obvious pricing errors may be corrected.

Article 7 – Payment

Consumers

Payment is made in advance via the payment methods offered.

Business customers

Standard payment term: 14 days from the invoice date.

If the payment term is exceeded, the Customer is in default by operation of law.

Seller is then entitled to:

● charge statutory commercial interest

● charge collection costs

● suspend further deliveries

● require payment in advance.

Article 8 – Delivery

Delivery takes place while stocks last.

Stated delivery times are indicative and are not deadlines of the essence.

Seller may:

● make partial deliveries

● invoice these separately.

For consumers a maximum delivery term of 30 days applies, unless agreed otherwise.

If a product turns out to be unavailable, the amount paid will be refunded.

Article 9 – Transport and risk

Consumers

Risk passes to the consumer upon actual delivery.

Business customers

Risk passes to the Customer upon handover to the carrier.

Transport takes place at the expense and risk of the Customer unless agreed otherwise.

Article 10 – Temperature and shipping of chocolate

Chocolate is temperature-sensitive.

At outside temperatures above 22°C shipping may be temporarily postponed.

After the transfer of risk, transport and storage conditions are entirely at the expense of the Customer.

If a parcel is left unattended outside after delivery, the risk lies with the recipient.

Article 11 – Right of withdrawal (consumers)

Consumers have the right to dissolve the agreement within 14 days.

The right of withdrawal does not apply to:

● perishable products

● products with a limited shelf life

● opened foodstuffs

● personalised or custom-made products.

Return costs are borne by the consumer.

There is no right of withdrawal for business purchases.

Article 12 – Complaints

Products must be checked immediately after delivery.

Complaints about visible defects must be reported within 5 working days.

Hidden defects must be reported within 5 working days of discovery.

All rights lapse in the event of late notification.

Article 13 – Storage, shelf life and food safety

Products must be stored at a temperature between 12°C and 18°C and in dry conditions.

Seller produces Products in accordance with applicable European food legislation,
including:

● General Food Law (EC 178/2002)

● Hygiene Regulation (EC 852/2004)

● Food Information (EU 1169/2011)

Products may be produced in an environment where nuts and milk are processed.

The Customer is responsible for the correct storage and handling of Products after delivery.

Article 14 – Traceability and product information

The Customer shall not remove or alter batch codes, best-before dates or other traceability markings.

The Customer shall keep records showing:

● to which buyers Products have been delivered

● in what quantities

● under which batch numbers

This information must be provided to Seller on request.

The Customer is not permitted to:

● repackage

● relabel

● sell Products under another brand name
without the written consent of Seller.

Article 15 – Corporate gifting and custom work

For custom-made products the following applies:

● no cancellation once production has started

● over- or under-delivery of up to 10% permitted

● approved proofs
are considered final.

● For an approved order we invoice 35% as a down payment

Article 16 – Product safety and recall

If a Product may not meet food safety requirements, Seller may initiate a product recall or safety warning.

In that case the Customer shall fully cooperate with the instructions of Seller and the competent
authorities.

This may include:

● blocking stock

● withdrawing
Products from the market

● informing buyers

● recalling Products.

Article 17 – Retention of title

All Products delivered remain the property of Seller until payment has been made in full.

In the event of non-payment, Seller may repossess Products.

Article 18 – Liability

Seller's liability is limited to:

● for consumers: the amount of the order

● for business customers: the invoice amount of the delivery concerned.

Seller is not liable for:

● indirect damage

● consequential damage

● loss of profit

● reputational damage.

Article 19 – Force majeure

Seller is not liable for delay or non-performance due to force majeure.

Force majeure includes, among other things:

● disruptions in the supply of cacao or raw materials

● transport problems

● energy or production failures

● failures at suppliers.

Article 20 – Intellectual property

All intellectual property rights relating to:

● products

● brands

● trade names

● packaging

● marketing material

rest with Chocolatemakers or its licensors.

Use of the Chocolatemakers/CLARO brand is only permitted after written
consent.

Article 21 – Privacy

Personal data is processed in accordance with the privacy policy of Chocolatemakers.

Article 22 – Applicable law and disputes

Dutch law applies to all agreements.

Disputes will be submitted to the competent court in the Netherlands.