Terms of service

OVERVIEW
This website is operated by ChocoVivo. Throughout the site, the terms “we”, “us” and “our” refer to ChocoVivo. ChocoVivo offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is customer's responsibility to check this page periodically for changes. 

1. ChocoVivo, LLC (“ChocoVivo”) hereby accepts the Buyer’s order pursuant to and conditioned on the Buyer’s assent to the terms and conditions set forth herein, and ChocoVivo agrees to furnish goods and services (the “Product” or “Products”) only upon these terms and conditions. This document constitutes the entire agreement between the parties. Any changes to these terms and conditions shall require a separate written agreement. THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. No course of prior or current dealings between the parties and no usage of trade shall be relevant to, supplement, or explain any term nor shall course of prior or current dealings constitute a waiver of any of the terms contained herein. Photocopies, electronic copies, and facsimile transmissions of documents shall be effective as originals and shall be considered a “writing” between the parties. Buyer is deemed to have accepted the Terms and Conditions contained herein upon shipment of the Product. Any other information provided by ChocoVivo is subject to these terms and conditions. Buyer acknowledges that it has reviewed the applicable information available from ChocoVivo prior to Buyer’s use of the Product & Services, and Buyer acknowledges and agrees that the information contained on the website is provided subject to these terms and conditions.

 

2. Prices and Taxes Buyer shall pay ChocoVivo the standard price for Product(s) listed by ChocoVivo on the date ChocoVivo ships the Buyer’s order or any price expressly quoted by ChocoVivo in writing to the Buyer. ChocoVivo reserves the right to change the price on future orders of Products. All prices listed or quoted shall be exclusive of delivery charges, taxes, customs, duties, or other customary shipping fees unless otherwise expressly stated. All special labeling requirements and/or changes may be subject to an applicable service fee.

 

3. Terms of Payment for Product shall be due as of the payment date stated on ChocoVivo’s invoice. Any overdue payment may be subject to a late payment charge of 1.5% per month (18% per year) or the highest amount permitted by law, whichever is less. Unless otherwise indicated in writing, each shipment shall be considered an independent transaction, and payment therefore shall be made accordingly.

Invoiced freight charges include applicable shipping, handling, and processing charges. All orders are subject to approval by ChocoVivo’s credit department. If, in the judgment of ChocoVivo, the financial condition of the Buyer at any time does not justify the continuance of shipment on the terms of payment specified, ChocoVivo may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against Buyer under insolvency laws, ChocoVivo shall be entitled to cancel any order of the Buyer then outstanding and shall receive reimbursement from Buyer for ChocoVivo’s cost as of the date of cancellation. Buyer authorizes ChocoVivo to investigate Buyer’s credit and financial standing, and Buyer will supply any financial information reasonably requested by ChocoVivo.

ChocoVivo agrees to hold such information confidential, and ChocoVivo reserves the right to require Buyer’s principals to guarantee payment on any order before, during, or after fulfillment of any order. ChocoVivo shall maintain a priority purchase money security interest in the Product (and replacement) delivered hereunder and in the proceeds from the sale and disposition thereof until Buyer has made payment in full for such Product. Buyer shall, upon request by ChocoVivo, execute all documents (such as UCC-1) necessary to perfect such a security interest in Product.

ChocoVivo has the right, upon demand, to repossess Product delivered hereunder if Buyer fails to make timely payment. All payments shall be made without any deduction and free of any set-off or other counterclaim.

 

4. Chargeback Recourse Buyer agrees not to initiate any chargebacks with its credit card issuer without first attempting to resolve any dispute directly with ChocoVivo. In the event of an unjustified chargeback, ChocoVivo reserves the right to recover the full amount disputed, any chargeback fees, and any associated costs incurred by ChocoVivo. If Buyer initiates a chargeback that is ultimately reversed in favor of ChocoVivo, Buyer agrees to pay a $50 administrative fee in addition to the original amount of the order. ChocoVivo also reserves the right to terminate the account and future purchases of any Buyer who has initiated unjustified chargebacks.

 

5. Marking Requirements All Products purchased from ChocoVivo and repackaged must be marked in a conspicuous place as legibly, indelibly, and permanently as the nature of the container will permit in such a manner as to indicate the English name of the country of origin of the article to the ultimate purchaser in accordance with the requirements of 19 U.S.C. and 19 CFR Part 134.

 

6. Inspection Buyer shall be responsible for inspecting and examining all Product shipped hereunder prior to acceptance. Buyer shall give ChocoVivo written notice of rejection specifying the alleged Non-Conformance within five days following delivery to Buyer. Failure to provide such written notice of rejection within five days of delivery shall be deemed to be acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling, alteration, or incorporation of the Product by the Buyer shall be deemed acceptance of the Product as of the date of shipment.

 

7. Intellectual Property All specifications, designs, data, methods, patterns, and ideas made, used, conceived, developed, or acquired by ChocoVivo incident to its performance under this Agreement and all patent, trade-secret, know-how, copyright, trademark, or other proprietary right therein shall be the exclusive property of ChocoVivo, and no part of the purchase price hereunder shall be deemed applicable to acquisition or licensing of the foregoing unless otherwise agreed to in writing by ChocoVivo. No licenses to any intellectual property of ChocoVivo (including use of trademarks and trade names) are granted to Buyer. CHOCOVIVO HEREBY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY. CHOCOVIVO WILL NOT BE OBLIGATED TO DEFEND AND DOES NOT INDEMNIFY BUYER IN ANY WAY WHATSOEVER RELATING TO ANY THIRD PARTY’S INTELLECTUAL PROPERTY.

 

8. Force Majeure ChocoVivo shall be relieved of the performance of its obligations for the duration and to the extent that it is prevented in the performance of its obligations by reasons of force majeure. For purposes of this clause, force majeure is defined as circumstances or events which may have not been foreseen at the time of entering into this transaction, which are not the fault of ChocoVivo and which prevent the performance of all obligations hereunder and which are not capable of being remedied. Force majeure events include, but are not limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain necessary labor, materials or manufacturing facilities, blockades, revolutions, industrial disputes, and commercial impracticality.

 

9. Equal Employment Opportunity ChocoVivo represents that it does not discriminate against its employees or applicants for employment on the grounds of race, color, religion, sex, sexual orientation, national origin, or any other protected category. ChocoVivo complies with Executive Order 11246.

 

10. Indemnification Buyer shall indemnify, defend, and hold ChocoVivo, its employees, suppliers, and agents harmless from and against any and all liabilities, damages, injuries, claims (irrespective of the legal theory on which any claim is based), suits, judgments, causes of action, and expenses (including attorneys’ fees, court costs, and out-of-pocket expenses) suffered or incurred by ChocoVivo as a result of any action or omission by Buyer, its employees, or agents.

 

11. Assignability ChocoVivo may assign or subcontract all or any portion of its rights or obligations with respect to the sale of the Product or assign the right to payment without Buyer’s consent. Buyer may not assign these Terms and Conditions, or any of its rights or obligations herein without prior written consent of ChocoVivo. These Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No portion of this Agreement will be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification is in writing and signed by both parties.

 

12. Law and Jurisdiction This agreement shall be deemed to be made in California and governed in all respects by California law. The parties to this agreement irrevocably consent to the exclusive jurisdiction of the State and Federal Courts located in California. If any portion of this Agreement is found by a Court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the remainder of this Agreement.

 

13. CHANGES TO TERMS OF SERVICE 
You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

14. CONTACT INFORMATION 
Questions about the Terms of Service should be sent to us at info@chocovivo.com.
Our contact information is posted below:
ChocoVivo 
info@chocovivo.com
12469 Washington Blvd Los Angeles, CA 90066
(310) 845-6259