General terms & conditions commercial end-users
The main points are briefly summarised for you below:
Orders must be paid in advance using one of the digital payment methods available in the Webshop. Tony’s Chocolonely will deliver your order within 5 (five) working days after receipt of the payment (if in stock). If you have taken out a Chocolate Subscription, the aim is to deliver your order on the notified date.
The shipping costs are based on the total weight of the order and the number of Products. The Webshop calculates the total weight and states the shipping and transport costs in question. Please contact us at firstname.lastname@example.org for orders in excess of 300 kg. No separate shipping costs are charged for the Chocolate Subscription.
The terms written with an initial capital have the following meaning in these General Conditions:
Article: a provision of these General Conditions of Tony’s Chocolonely;
Chocolate Subscription: an Agreement for the periodic delivery by Tony’s Chocolonely to the Commercial End-User during a fixed or open-ended period of different types of Products in a surprise package compiled by Tony’s Chocolonely, as recorded in each individual Agreement;
Agreement: a purchase, sale and delivery agreement entered into between a Commercial End-User and Tony’s Chocolonely;
Party: Tony’s Chocolonely or the Commercial End-User;
Parties: Tony’s Chocolonely and the Commercial End-User;
Personal Data: all data regarding an identified or identifiable natural person;
Privacy Statement: the statement that can be found on Tony’s Chocolonely’s website regarding the processing of Personal Data;
Product: the product that Tony’s Chocolonely offers for sale in its Webshop;
Tony’s Chocolonely: Tony’s Chocolonely Nederland B.V., a private limited liability company organised under Dutch law;
General Conditions: these general conditions governing the online sale and delivery to Commercial End-Users of Products of Tony’s Chocolonely;
Webshop: Tony’s Chocolonely’s online sales channel (www.tonyschocolonely.com/nl/nl/chocoshop) where Commercial End-Users may order Products;
Commercial End-User: a natural person or legal entity that purchases Products via the Webshop for internal business or company consumption, or a legal entity that purchases Products via the Webshop for its own use, excluding resellers.
2.1 These General Conditions govern the entry into, provisions of and performance of all Agreements entered into between the Commercial End-User and Tony’s Chocolonely.
2.2 If the Commercial End-User places an order with Tony’s Chocolonely, it must accept Tony’s Chocolonely’s General Conditions by ticking the box in question. The General Conditions are then made available to the Commercial End-User by means of a digital link. Tony’s Chocolonely may amend these General Conditions, in which case it informs the Commercial End-User in writing of such an amendment, if so required by law, stating the date as from which such an amendment applies to the Agreement.
2.3 The offers contain an accurate description of the Products offered. The description is sufficiently detailed to allow a Commercial End-User to gain a sound impression of the Products offered. Obvious mistakes or errors in the description or price of a Product offered are not binding on Tony’s Chocolonely.
2.4 General conditions used by the Commercial End-User, by any name, do not apply and are expressly rejected by Tony’s Chocolonely.
3. Entry into the Agreement
3.1 An Agreement between Tony’s Chocolonely and the Commercial End-User is entered into the moment the Commercial End-User accepts Tony’s Chocolonely’s offer by completing the webform in the Webshop truthfully and in its entirety and by accepting these General Conditions. An Agreement is furthermore entered into on acceptance of an offer made by Tony’s Chocolonely, other than the offer in the Webshop, if the Commercial End-User accepts the offer in the same manner in which Tony’s Chocolonely made the offer to the Commercial End-User.
3.2 If the Commercial End-User accepts the offer in electronic form, Tony’s Chocolonely acknowledges receipt of the acceptance of the offer as soon as possible in electronic form.
4. Price/shipping costs
4.1 The price agreed on in each Agreement is payable by the Commercial End-User at the moments recorded in each Agreement.
4.2 The prices of all the Products that may be ordered via the Webshop are inclusive of turnover tax (VAT).
4.3 The shipping costs are based on the total weight of the order and the number of Products. The Webshop calculates the total weight and indicates the shipping and transport costs in question. Please contact us at email@example.com for orders in excess of 300 kg. No separate shipping costs are charged for the Chocolate Subscription.
4.4 The prices of Products stated in the Webshop are subject to change, for any reason.
4.5 Tony’s Chocolonely reserves the right to amend the conditions of orders of the Chocolate Subscription yet to be delivered during the term of the Chocolate Subscription, for instance regarding an expansion of the range of Products and the services (such as the number of delivery days), in which case Tony’s Chocolonely notifies the Commercial End-User no later than 14 (fourteen) calendar days before such an amendment takes effect.
4.6 An increase of statutory or other price factors, including an increase in taxes or other government charges, is always passed on to the Commercial End-User, in which case Tony’s Chocolonely notifies the Commercial End-User no later than 14 (fourteen) calendar days before an amendment takes effect.
4.7 Sales promotions and offers are valid while stocks last.
Tony’s Chocolonely delivers throughout the Netherlands, unless the third party with which Tony’s Chocolonely works together considers that impossible.
The Products are delivered at the address stated as the delivery address by the Commercial End-User in the Webshop or other available channels of Tony’s Chocolonely. If the Commercial End-User wishes to change the delivery address and that request crosses a shipment that is ready for delivery, that change will be processed at the latest before the next delivery.
Delivery is possible only on days of which the third party engaged by Tony’s Chocolonely states that it is able to deliver.
Tony’s Chocolonely is not required to deliver until such time at which the Commercial End-User provides Tony’s Chocolonely with the information it requires to deliver.
With regard to the number of Products to be delivered, the number registered by Tony’s Chocolonely is decisive.
All Products are generally deliverable from stock, but the delivery times stated by Tony's Chocolonely are stated for information purposes only. Late delivery does not entitle the Commercial End-User to any compensation.
Subject to the provisions of Article 5.6 above, Tony’s Chocolonely will execute accepted orders as soon as possible and, in principle, within 5 (five) working days. If a delivery is delayed, either because it is temporarily or permanently out of stock or for other reasons, or if a delivery cannot be executed or can be executed only in part, the Commercial End-User is notified accordingly no later than 5 (five) working days after placing the order.
The moment of delivery and the moment at which the risk passes is the moment of Delivery Duty Paid (DDP) (Incoterms 2020).
Products of Tony’s Chocolonely may not be used in any manner for any unlawful purpose. No designs are printed on personalised bars that are of a defamatory, offensive, obscene or intimidating nature or that are otherwise unlawful. The same applies if the personalised products (wrappers and bars) infringe third-party intellectual property rights. In such cases Tony’s Chocolonely may immediately terminate the services provided to the Commercial End-User and may immediately terminate the Chocolate Subscription.
Tony's Chocolonely reserves the right at all times to refuse orders for reasons at its discretion, without that giving rise to any liability on the part of Tony’s Chocolonely. The Products are intended for the Commercial End-User and should not be resold. Tony’s Chocolonely may refuse orders, for example, if it has reasonable grounds to suspect such resale. Tony’s Chocolonely may furthermore limit the maximum numbers to be ordered.
6.1 The Commercial End-User must pay the price and the other amounts payable under the Agreement using one of the digital payment methods available in the Webshop.
6.2 If the Commercial End-User wishes to use direct debit collection when paying the Chocolate Subscription, it thereby gives permission to the payment platform used by Tony’s Chocolonely also to collect future payments from the account number in question on behalf of Tony’s Chocolonely by means of a SEPA mandate.
6.3 Periodic payment of the Chocolate Subscription takes place before the periodic delivery period.
6.4 Tony’s Chocolonely sends invoices and reminders to the Commercial End-User in electronic form only. The Personal Data provided by the Commercial End-User are decisive in that regard.
6.5 Tony’s Chocolonely retains ownership of all Products delivered until the Commercial End-User performs all its payment obligations towards Tony’s Chocolonely in full.
7. Discount codes
The Commercial End-User may not use Tony’s Chocolonely discount codes for commercial purposes of its own or for any purpose other than that for which they were issued. The Commercial End-User may not share (personal) discount codes.
8. Fraud and other unlawful acts
Any fraud or other unlawful acts, or attempted fraud or unlawful acts, are registered and result in the Commercial End-User being barred from using discount codes, and may lead to immediate termination of the Chocolate Subscription by Tony’s Chocolonely.
9. Complaints and warranty
9.1 Tony’s Chocolonely warrants that the Products delivered are suitable for the purpose for which the Products are intended on the grounds of the information provided by Tony’s Chocolonely and warrants that the Products meet any statutory obligations and other applicable government regulations.
9.2 The Commercial End-User must check the Products when they are made available. If the Commercial End-User receives Products that it has not ordered or that are not in conformity with the Agreement in the Commercial End-User’s opinion, or if the Commercial End-User discovers any errors in a delivery, Tony’s Chocolonely requests the Commercial End-User to notify Tony’s Chocolonely accordingly as soon as possible but no later than within 14 (fourteen) calendar days after receipt of the Products, by sending an email to firstname.lastname@example.org.
9.3 If a notification as referred to in Article 9.2 is justified in Tony’s Chocolonely’s opinion, Tony’s Chocolonely will comply within a reasonable period by replacing the Products or by refunding the purchase price of the Products to which the notification relates, at Tony’s Chocolonely’s option.
10. Liability for loss
10.1 The Commercial End-User acknowledges that Tony’s Chocolonely’s liability is limited to the liability under applicable mandatory law. Any additional liability on the grounds of directory law is excluded.
10.2 Tony’s Chocolonely is not liable for any loss incurred by the Commercial End-User in respect of the Agreement, unless the Commercial End-User’s loss is directly due to intent or gross recklessness on the part of Tony’s Chocolonely. The Commercial End-User indemnifies Tony’s Chocolonely against any and all liability regarding personal injuries, sickness, death or loss of or damage to property incurred by the Commercial End-User or any third party, provided that Tony’s Chocolonely is not liable for such loss under mandatory rules of law.
10.3 If and insofar as it is established at law that Tony’s Chocolonely is liable for loss on any ground, that liability is limited per loss or event to an amount equal to the invoice value, excluding turnover tax, of the Products delivered by Tony’s Chocolonely to which the liability relates.
10.4 A series of related loss or events is regarded as a single event.
10.5 The Commercial End-User must report any loss incurred by it to Tony’s Chocolonely in writing as soon as possible but no later than 14 (fourteen) calendar days after the loss occurred or became known. Loss that is not reported within that period is not eligible for reimbursement. All legal claims of the Commercial End-User in relation to Tony’s Chocolonely in any event expire 2 (two) years after the day on which the obligation in question under the Agreement fell due or the harmful event occurred, except for a legal claim based on nonconformity within the meaning of Article 7:17 of the Dutch Civil Code, which expires 1 (one) year after the notification referred to in the first sentence of this article.
11.1 If the Commercial End-User fails to perform the obligations under the Agreement or these General Conditions, Tony’s Chocolonely may at its option:
give the Commercial End-User the opportunity to perform its obligations within a reasonable period set by Tony’s Chocolonely; or
cancel the Agreement by means of a written statement, without any judicial intervention being required (and with immediate effect), without being liable for any damages towards the Commercial End-User.
11.2 Subject to the provisions of Article 11.1, Tony’s Chocolonely may cancel the Agreement by means of a written statement, without any judicial intervention being required (and with immediate effect), without being liable for any damages towards the Commercial End-User, if:
(a) the Commercial End-User is granted a suspension or provisional suspension of payment or is declared insolvent; or
(b) the Commercial End-User ceases its business or the control over the Commercial End-User’s business changes.
11.3 Any and all claims that Tony’s Chocolonely may have or obtain against the Commercial End-User fall due immediately and in their entirety in the cases referred to in Article 11.1 and 11.2 above.
11.4 Tony’s Chocolonely at all times reserves the right, in addition to cancellation of the Agreement, also to recover any and all loss and costs from the Commercial End-User in the manner provided for by the applicable legislation and regulations.
11.5 If Tony’s Chocolonely fails to perform its obligations under the Agreement and fails to remedy the breach within 14 (fourteen) calendar days after being requested to do so in writing by the Commercial End-User, the Commercial End-User may cancel the Agreement in the form of a written statement, without any judicial intervention being required.
12. Termination, amendment, pausing or extension of the Chocolate Subscription
12.1 The Commercial End-User may take out the Chocolate Subscription for an open-ended or a fixed period on the basis of the conditions specified in the Chocolate Subscription.
12.2 The Commercial End-User may terminate an open-ended Chocolate Subscription at any time. The notice period is the remainder of the month paid in advance by the Commercial End-User on the date of termination.
12.3 A fixed-term Chocolate Subscription may not be terminated prematurely: it ends by operation of law and cannot automatically be extended or renewed for a specific period.
12.4 The Commercial End-User may temporarily pause, each time for a period of three (3) months, or may amend or terminate the Chocolate Subscription via the website, in writing or via other channels supported by Tony’s Chocolonely, subject to the agreed notice period, and may change the Personal Data that are relevant to an order, before the next delivery, subject to the provisions of Article 5.2.
13. Product recall
Tony’s Chocolonely may recall Products at its discretion, for instance to prevent unsafe Products being placed on the market or falling into or remaining in the Commercial End-User’s hands. In the event of such a recall, Tony’s Chocolonely will take the necessary measures to notify the Commercial End-User of the recall. Tony’s Chocolonely will give notice of such a recall via social media (among other channels) and by means of a message on Tony’s Chocolonely’s website. Tony’s Chocolonely will then request the Commercial End-User to cooperate in such a recall of Products.
14. Intellectual property rights
14.1 All intellectual property rights in Tony’s Chocolonely’s Products, trademarks, names, trade names, domain names, logos, artwork, pictures, look-and-feel, websites, promotional material, marketing material, merchandise, etc. are vested exclusively in Tony’s Chocolonely and/or its licensors. Those intellectual property rights may not be used without Tony’s Chocolonely’s prior consent.
14.2 No part of these General Conditions serves to arrange for or bring about a transfer of or a licence on intellectual property rights of Tony’s Chocolonely for the Commercial End-User’s benefit. Tony’s Chocolonely expressly reserves all rights in that regard.
14.3 The Commercial End-User bears the entire risk in personalised products (wrappers and bars) that are defamatory, offensive, obscene, intimidating or otherwise unlawful, and in personalised products (wrappers and bars) that infringe third-party intellectual property rights, whereby Tony’s Chocolonely is in no event liable for third-party claims.
Tony’s Chocolonely handles the Commercial End-User’s Personal Data with due care. All Personal Data processing is governed by Tony’s Chocolonely’s Privacy Statement. The Privacy Statement can be consulted and retrieved via [weblink]. Tony’s Chocolonely processes Personal Data in order to perform an Agreement and for other purposes described in the Privacy Statement. The Commercial End-User is deemed to have taken note of the Privacy Statement and the processing of the Personal Data by Tony’s Chocolonely described in that Privacy Statement.
Tony's Chocolonely is not liable for incorrect or delayed transmission of order details and notices as a result of the use of the Internet or any other means of communication in the transactions between the Commercial End-User and Tony's Chocolonely, or between Tony's Chocolonely and third parties, insofar as they relate to the relationship between the Commercial End-User and Tony's Chocolonely.
17. Force majeure
Without prejudice to its other rights, Tony’s Chocolonely has the right in the event of force majeure, at its option, either to suspend the execution of an order or to cancel the Agreement after 14 (fourteen) calendar days, without any judicial intervention being required, by notifying the Commercial End-User accordingly in writing, without being liable for any damages.
18. Invalidity of one or more provisions
18.1 If any provision of the Agreement or these General Conditions is found to be invalid, the other provisions of the Agreement and these General Conditions continue to apply in full.
18.2 Insofar as permitted by legislation and regulations, if any provision of the Agreement or these General Conditions is found to be invalid or, in the circumstances in question, unacceptable by standards of reasonableness and fairness, a provision applies between the Parties that, taking all the circumstances into account, is acceptable and is as closely as possible in keeping with the scope of the original provision.
18.3 Acceptance by Tony’s Chocolonely of any derogation from these General Conditions during a short or longer period, tacitly or otherwise, is without prejudice to its right to demand immediate and strict compliance with these General Conditions. The Commercial End-User may in no event exercise any right on the grounds of lenient application of these General Conditions by Tony’s Chocolonely.
19. Governing law and disputes
19.1 Agreements entered into between Tony's Chocolonely and the Commercial End-User are governed exclusively by Dutch law.
19.2 Any and all disputes between the Commercial End-User and Tony’s Chocolonely are settled by the competent court of Amsterdam.
20. Miscellaneous provisions
20.1 The Commercial End-User hereby grants Tony’s Chocolonely permission in advance to transfer to a third party all or part of the Agreement and the resulting rights and obligations by way of contract assignment within the meaning of Article 6:159 of the Dutch Civil Code and the performance of the obligations arising for Tony’s Chocolonely from the Agreement.
20.2 These General Conditions consist of 20 Articles.
20.3 The data regarding Tony’s Chocolonely’s identity that is relevant to the Commercial End-User is the following:
Tony’s Chocolonely Nederland B.V.
1014 DA Amsterdam
Tel.: +31 20 2051 200
CoC: 60962704 Rabobank Amstelveen IBAN: NL44RABO0131759892 BIC: RABONL2U FLO ID: 18566 SKAL: 027729