1. General
1.1 These Terms and Conditions apply to all wholesale transactions between The Chocolate Detective (hereinafter referred to as “the Company”) and the Wholesale Customer (hereinafter referred to as “the Customer”).
1.2 By placing an order, the Customer agrees to be bound by these Terms and Conditions.
2. Orders and Pricing
2.1 All orders are subject to acceptance by the Company.
2.2 Prices are subject to change without notice. The price charged will be the price in effect at the time of order placement.
2.3 Minimum order quantities may apply and will be communicated to the Customer.
3. Payment Terms
3.1 Payment is due within 30 days from the date of invoice, unless otherwise agreed in writing.
3.2 The Company accepts payment by bank transfer, credit card, or other methods as specified on the invoice.
3.3 New Customers may be required to prepay for their first order.
4. Late Payments and Charges
4.1 Any payment not received by the due date shall be considered late.
4.2 Late payments will incur the following charges:
a) A late payment fee of 5% of the outstanding amount will be applied immediately after the due date.
b) Interest will be charged on the outstanding amount at a rate of 1.5% per month (18% per annum), calculated daily and compounded monthly.
4.3 In the event of late payment:
a) The Company reserves the right to suspend further deliveries until the account is brought current.
b) Any discounts applied to the original invoice may be revoked.
4.4 The Customer agrees to reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees, court costs, and collection agency fees.
5. Delivery and Returns
5.1 Delivery times are estimates only and the Company shall not be liable for any loss or damage resulting from delayed delivery.
5.2 Risk of loss or damage passes to the Customer upon delivery to the carrier.
5.3 Returns will only be accepted with prior written authorization from the Company and may be subject to a restocking fee.
6. Product Quality and Warranty
6.1 The Company warrants that products will be free from defects in materials and workmanship at the time of delivery.
6.2 This warranty is in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.
7. Limitation of Liability
7.1 The Company’s liability for any claim arising out of or in connection with these Terms and Conditions shall not exceed the purchase price of the products that are the subject of the claim.
7.2 In no event shall the Company be liable for any indirect, incidental, special, or consequential damages.
8. Force Majeure
8.1 The Company shall not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control.
9. Governing Law and Jurisdiction
9.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of [Your Jurisdiction].
9.2 Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of [Your Jurisdiction].
10. Amendments
10.1 The Company reserves the right to amend these Terms and Conditions at any time. Any changes will be effective immediately upon notification to the Customer.
By placing an order with the Company, the Customer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.