Terms & Conditions
This Site is owned by QUINTESSENTIAL CHOCOLATES. Any Content downloaded by you from Site, including, without limitation, any files, is licensed to you by QUINTESSENTIAL CHOCOLATES. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.
This Site contains copyrighted photographs, products, text, and other proprietary materials (collectively the "Content") which is owned by QUINTESSENTIAL CHOCOLATES or its licensors. It is illegal to duplicate, download or distribute any Content from this Site except for your use, and you are subject to the Usage Guidelines. You may not use photos or products of people or identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials.
If you believe that content appearing on the Site constitutes copyright infringement of another party's rights, please send notice thereof to us at the addresses on our Web Contact page.
The design or layout of any website owned, operated, licensed, or controlled by or associated with QUINTESSENTIAL CHOCOLATES, is protected by United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part. Any individual Web sites within QUINTESSENTIAL CHOCOLATES have legal and license terms which supplement these terms.
LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED HEREIN, QUINTESSENTIAL CHOCOLATES MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT EXCEPT AS PROVIDED HEREIN TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE PRODUCTS SOLD AT THIS SITE ARE DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY QUINTESSENTIAL CHOCOLATES. WITH RESPECT TO THE SITE AND ITS CONTENT, QUINTESSENTIAL CHOCOLATES DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT QUINTESSENTIAL CHOCOLATES WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT. IN NO EVENT WILL QUINTESSENTIAL CHOCOLATES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS WEB SITE, EVEN IF QUINTESSENTIAL CHOCOLATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF QUINTESSENTIAL CHOCOLATES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR THE PRICE OF THE PRODUCT PURCHASED FROM USING THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF QUINTESSENTIAL CHOCOLATES IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THIS LIMITED WARRANTY.
Products sold at this Site may not be available in your county, state or country, or to individuals of your age. References to any product does not imply that QUINTESSENTIAL CHOCOLATES intends to make available such products in your county, state or country, or to you if you are underage according to law.
UNITED STATES GOVERNMENT EXPORT CONTROLS?
Products from this Site are subject to United States export controls. No product from this site may be exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By filling your shopping cart with product, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
LINKS TO THIRD PARTY SITES.?
QUINTESSENTIAL CHOCOLATES PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. QUINTESSENTIAL CHOCOLATES DOES NOT CONTROL THIRD PARTY SITES OR LINKS TO THIRD PARTY SITES. QUINTESSENTIAL CHOCOLATES IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY QUINTESSENTIAL CHOCOLATES OF SUCH SITES.
OTHER LEGAL INFORMATION
QUINTESSENTIAL CHOCOLATES, AND ITS LICENSORS.
All product names are either trademarks or registered trademarks of QUINTESSENTIAL CHOCOLATES, or its affiliates or licensors. All rights reserved. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
FORWARD LOOKING STATEMENTS
Some of the information on this Web site may contain projections or other forward-looking statements regarding future events or the future financial performance of QUINTESSENTIAL CHOCOLATES. We wish to caution you that these statements are only plans and projections and that the actual events or results may differ materially.
QUINTESSENTIAL CHOCOLATES PURCHASE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU), AND QUINTESSENTIAL CHOCOLATES CORPORATION. "QUINTESSENTIAL CHOCOLATES" WHEN USED HEREIN SHALL MEAN QUINTESSENTIAL CHOCOLATES CORPORATION AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS PURCHASE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITE(S) CURRENTLY LOCATED AT: www.chocolat-tx.us, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE QUINTESSENTIAL CHOCOLATES WEBSITES AND/OR ANY PRODUCTS DELIVERED VIA ANY MEDIUM. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR PURCHASE OF PRODUCT FROM THIS SITE. QUINTESSENTIAL CHOCOLATES CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND QUINTESSENTIAL CHOCOLATES. QUINTESSENTIAL CHOCOLATES reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not purchase product from this Site.
The Site graphics and product packaging are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The copyrights shall remain the sole and exclusive property of QUINTESSENTIAL CHOCOLATES, or its licensors.
You may NOT:
- Sublicense, distribute, transfer or assign rights to the Product(s).
- Reverse engineer, decompile, translate, or disassemble any part of the Product(s).
- Copy or reproduce the Product(s), except as specifically provided for herein.
- Remove any copyright, trademark or watermark from any place where it appears on the Product(s).
- Use the Product(s), or any part of the Product(s), as part of a trademark, service mark, or logo. QUINTESSENTIAL CHOCOLATES or its licensors retain the full rights to the Product(s), and therefore you cannot establish your own rights.
- Use the Product(s) to compete with QUINTESSENTIAL CHOCOLATES. QUINTESSENTIAL CHOCOLATES is in the business of manufacturing and selling chocolate products to its customers. It is the specific intent of this provision to prohibit you from using the Product(s) to enter, either directly or indirectly, a similar or competing business.
- Use the Product(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or products, or otherwise.
- Without advance written consent from QUINTESSENTIAL CHOCOLATES, use Product(s) that include people as part of any sensitive subject matters, as determined by QUINTESSENTIAL CHOCOLATES. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Product(s) in any sensitive subject matters.
- Use the Product(s) beyond any limitations or restrictions noted on a QUINTESSENTIAL CHOCOLATES Website.
- All other rights not expressly granted to you are reserved solely for QUINTESSENTIAL CHOCOLATES.
- QUINTESSENTIAL CHOCOLATES requests the copyright notice "© 2003 QUINTESSENTIAL Chocolates Corporation" appear adjacent to the Product(s) or on a credit page.
WARRANTY AND LIMITATION OF LIABILITY
QUINTESSENTIAL CHOCOLATES represent and warrants that:
- It has the right to enter into this Agreement and to grant the rights hereunder;
- You represent, warrant and covenant that:
- You are at least twenty-one years of age and have the full right and authority to enter into this agreement on behalf of you and/or your company, employer or principal;
- You do not reside in any country to which export of US products in general or this Site’s products in particular are prohibited or restricted and you may not ship, transfer or export any of the products into any country or use any of the products in any manner prohibited by any laws, restrictions or regulations;
- Your use of the products will not violate any applicable law or regulation of any county, state, country, or other governmental entity;
- The information that you provide to QUINTESSENTIAL CHOCOLATES is accurate and true, including, without limitation, all credit card or other payment information and drivers licenses or other identity authenticating indicia and you shall update such information as necessary;
- You are solely responsible for determining whether your use of any of the products requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the products, you are responsible for consulting with competent legal counsel; and
- If you are acting as an agent, you must inform your client/principal of the terms of this agreement.
LIMITATION OF REMEDIES
You agree to indemnify and hold QUINTESSENTIAL CHOCOLATES, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with QUINTESSENTIAL CHOCOLATES, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys’ fees) asserted against QUINTESSENTIAL CHOCOLATES arising out of your purchase or use of the Products or in connection with any breach of any of the terms of this Agreement. At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
- COMMERCIAL TERMS
Acceptance of Orders: All Orders are subject to acceptance by QUINTESSENTIAL CHOCOLATES. Each order for the product listed is received by seller's representatives with the understanding that acceptance by seller does not extend to or include the acceptance by QUINTESSENTIAL CHOCOLATES of any of the terms, conditions, and provisions appearing on any order submitted on buyer's order forms.
Prices: The price list is a price listing of products and prices and is not an offer to sell. All prices herein are subject to change by QUINTESSENTIAL CHOCOLATES without notice. Merchandise is invoiced at prices in effect on the day the order is received at by QUINTESSENTIAL CHOCOLATES. No claim for rebate on price declines is allowed, nor do we make claims on purchase of our products on price increases. Payment: Initial orders are shipped prepaid via: check, VISA , MASTERCARD, AMERICAN EXPRESS or DISCOVER. Reorder: same as Initial or NET 30 with established credit and on-time payment history. Late fees in the amount of 1-1/2% per month (calculated from the invoice due date) are assessed for delinquent accounts over 45 days with future terms prepaid only. Checks returned for insufficient funds will be charged a $30 service fee. Order placed is acceptance of terms.
Shipment: Orders are shipped FOB Fredericksburg, TX. Freight charges will be added to the purchase price. If prepaid by check freight charges will be invoiced at time of delivery. Title to and risk of loss of the goods passes to the customer upon shipment to the customer. All orders are shipped in full case quantities unless split cases are specified. A valid ID verifying the age of the receiver must be presented to the delivery company.
Shelf Life: Six months from date of delivery, under proper storage conditions, for maximum flavor. Shortage, Damage or Loss in Transit: Purchaser must make all claims for damages to carrier within 7 days from date of receipt. No deductions should be made off invoice for freight loss or damage without written approval. Refused shipments will only be reshipped if purchaser pays the freight on the refused shipment plus a 20% restocking fee.
Returned Goods Policy: No return without prior authorization from by QUINTESSENTIAL CHOCOLATES, COMPANY INC. PO Box 687, Fredericksburg, TX Tel: 830 990 9382 Fax: 830 997 0811 Request for return authorization must be made within 24 hours of delivery. All returns must be prepaid. No collect shipments will be accepted. All returns are subject to a 20% restocking fee.- GENERAL
Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent. Taxes and other: ?You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of purchasing Product from this Site, or your use of the Product(s), pursuant to this Agreement.
Waiver: No action of QUINTESSENTIAL CHOCOLATES, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of QUINTESSENTIAL CHOCOLATES is authorized to make an oral waiver. In the event that QUINTESSENTIAL CHOCOLATES waives a specific part of the Agreement, it does not mean that QUINTESSENTIAL CHOCOLATES waives any other part or that waiver is continuing with regard to repeated departure from a particular provision. QUINTESSENTIAL CHOCOLATES's failure to insist on strict performance of any of the Terms of this Agreement will not operate as a waiver of any subsequent default or failure of performance.
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Texas, United States, without regard to any provision that would make the laws of another jurisdiction applicable. Any claims shall be brought solely in the Federal District Court of the District of Texas and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Texas, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier to the address provided to QUINTESSENTIAL CHOCOLATES with your registration, as you may update from time to time, with proof of delivery. All disputes between You and QUNTESSENTIAL CHOCOLATES shall be finally resolved in Fredericksburg, Texas. If any court of competent jurisdiction holds any provisions of this Agreement invalid or unenforceable, then such provision will be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of the Agreement will remain in full force and effect. You agree to comply with all applicable laws, including any international laws, in using this Site.
You agree to reimburse QUINTESSENTIAL CHOCOLATES for its legal fees, costs and disbursements if QUINTESSENTIAL CHOCOLATES is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. QUINTESSENTIAL CHOCOLATES may assign or transfer this Agreement freely.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND QUINTESSENTIAL CHOCOLATES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND QUINTESSENTIAL CHOCOLATES RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). TEXT IN QUINTESSENTIAL CHOCOLATES’ WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
Other Terms and Conditions
QUINTESSENTIAL CHOCOLATES reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this site, including, without limitation, the content, availability, access and/or the terms of this site, in whole or in part, or to impose new conditions, including, without limitation, a modification of Product prices at any time. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may include posting such changes on Site. QUINTESSENTIAL CHOCOLATES may terminate this Agreement at any time, without notice to you, if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement, or it may terminate this Agreement for its convenience or for any other reason.
You may not do any of the following:
- Delete any author attributions, legal notices, or proprietary designations or labels that you upload;
- Manipulate or otherwise display the Site or any of its content by "deep linking" or "framing" or similar navigational technology.
- Violate QUINTESSENTIAL CHOCOLATES's security mechanisms, access any data or server you are not authorized to access; or otherwise breach the security of the Site or corrupt the Site in any way.
- Use the Site in any manner that adversely affects the availability of its resources to other users.
- Transmit any material that contains a virus or corrupted data to site
www.chocolat-tx.us website is owned and operated by QUITESSENTIAL CHOCOLATES INC. as a corporation of record. All materials on this site are the property of QUINTESSENTIAL CHOCOLATES unless otherwise specified. No material from these pages may be copied, reproduced, republished, downloaded, uploaded, posted, transmitted, or distributed in any way. Modification of the materials or use of the materials for any other purposes is a violation of the U.S. Copyright law and other intellectual property laws. For purposes of this Agreement, the use of any such material on any other web site or networked computer environment is prohibited.
QUINTESSENTIAL CHOCOLATES reserves all proprietary rights in the Site, and is protected by copyright and other intellectual property laws and international treaties retains all worldwide rights in its intellectual property, including, but not limited to its trademarks, inventions, ideas, trade secrets, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content included on the Site. The information contained herein is subject to change without notice. Chocolat and the Chocolat logo logo are trademarks of QUINTESSENTIAL CHOCOLATES.
This Agreement shall automatically terminate if you fail to comply with the restrictions described herein. Your obligations to pay outstanding balances shall survive any termination of this Agreement.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL QUINTESSENTIAL CHOCLATES OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT QUINTESSENTIAL CHOCOLATES RECEIVED FROM YOU FOR PRODUCT. IN NO EVENT WILL QUINTESSENTIAL CHOCOLATES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT QUINTESSENTIAL CHOCOLATES RECEIVED FROM YOU FOR PURCHASING PRODUCT, EVEN IF QUINTESSENTIAL CHOCOLATES SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
THIRD PARTY MATERIALS:
This Site may contain material submitted, posted, or owned by others ("third party materials"). You acknowledge that QUINTESSENTIAL CHOCOLATES does not pre-screen third party materials, but reserves the right to screen, block, or restrict access to, or the availability of, or to disable, any third party materials that are available on or through this Site. You must evaluate and bear all risks associated with use of any third party materials. QUINTESSENTIAL CHOCOLATES may disable, restrict access to or the availability of, any third party material that violates its Terms, is illegal, or is otherwise objectionable.