Wholesaler Terms & Conditions
Healthy Chocolate Florida, LLC
Statement of Terms and Conditions for Wholesale Accounts
To ensure the integrity of the relationship between the Independent Distributor and Healthy Chocolate Florida, LLC, the following Terms and Conditions apply:
- Healthy Chocolate Florida, LLC (Healthy Chocolate) sells and markets multiple lines of Functional Chocolates under its multiple brands or under private labels to the consumer through the Internet and through Independent Distributors, Clinics, Wellness centers, Spas, etc. These terms and conditions are applicable to all Independent Distributors.
- Independent Distributors may not sell, assign or otherwise transfer their Healthy Chocolate account.
- Independent Distributors must submit a new application if there is a change of business name or the formation of a partnership, corporation, or trust for tax, estate planning or limited liability purposes.
- Independent Distributorship does not constitute a franchise or an exclusive distributorship. No fees have been or will be required to become an Independent Distributor. This agreement is not intended to create an employee - employee, agency, partnership or joint venture between any Independent Distributor and Healthy Chocolate.
- Independent Distributors are responsible for payment of all local, state, provincial and federal taxes and/ or licenses required for each Distributor's local situation.
- Healthy Chocolate offers Independent Distributors the opportunity to conduct business as corporate or partnership entities. Therefore, the actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees which are in violation of Healthy Chocolate policies, shall be attributable to the corporate or partnership entity.
- Independent Distributors are not permitted to resell Healthy Chocolate's products to or through retail or Internet distribution channels, unless approved by Healthy Chocolate.
- Independent Distributors will not private label or change Healthy Chocolate product labels or packaging in any manner, unless authorized in writing by Healthy Chocolate to do so.
- Healthy Chocolate is entitled to change product prices and availability at any time and without notice.
- In order to receive wholesale pricing, Independent Distributors must purchase by product type in minimum quantities of 30 bags of chocolate.
- Healthy Chocolate reserves the right to terminate any account at any time when it is determined that the Independent Distributor has violated Healthy Chocolate’s Terms and Conditions and if terminated, will immediately cease representing themselves as a Healthy Chocolate Independent Distributor.
- The Independent Distributor agrees to use only Healthy Chocolate's approved marketing materials in promoting Healthy Chocolate's products. Independent Distributor may not use Healthy Chocolate's name, logo or trademarks on the Internet or in any other advertising medium, without written permission.
- All Healthy Chocolate materials, whether printed, electronic, on film or produced by sound recording, are copyrighted and may not be reproduced except as authorized by the company.
- The Independent Distributor will make no claims, written or verbal of product benefits beyond those personally experienced, those listed on product labels or those in Healthy Chocolate's literature. Independent Distributor may not make claims that Healthy Chocolate's products are useful in the treatment or cure of any disease, as this may violate U.S. FDA regulations.
- Independent Distributors may not be listed in any directory (print or Internet) under the name or trademarks of Healthy Chocolate.
- Independent Distributors will not present themselves as spokespersons for Healthy Chocolate in any media, including but not limited to newspapers, radio, television, the Internet or any news or information service. Written permission is required from Healthy Chocolate for all radio, television and Internet advertising.
- All media inquires must be referred to Healthy Chocolate to ensure accuracy and consistent public image.
- Independent Distributors shall hold Healthy Chocolate harmless from any claims, damages or liabilities arising out of the Independent Distributors business practices. An Independent Distributor has no authority to bind Healthy Chocolate to any obligation.
- Healthy Chocolate retains the right to compliance with these terms and conditions, unless an officer of Healthy Chocolate specifies in writing that Healthy Chocolate waives any of these provisions. If a waiver is granted for a breach of terms, this permission does not extend to future breaches.
- In the event that legal action is initiated by either party, the prevailing party is entitled to attorney's fees, costs and the disbursements as are deemed reasonable by the court. In the event of an appeal, the prevailing party is entitled to attorney's fees, costs and disbursements as deemed reasonable by the appellate court(s).
- Accounts are on a prepayment or C.O.D. basis, unless prior approval has been obtained. We accept checks and all major credit cards.
- For existing customers with approved credit, invoices are due on a 30-day net basis. Healthy Chocolate reserves the right to terminate such terms pending nonpayment of the account. This includes the right to cancel any open orders on past due accounts. Past due accounts will be subject to service charges assessed at the rate of 1.5% per month on any balance over 30 days. Customers agree to pay any and all collection expenses. A NSF fee of $25.00 will be charged for all returned checks.
- All product is inspected prior to shipment and is in good condition when loaded in Healthy Chocolate trucks or are accepted by the respective freight trucking company. All product should be inspected by you upon arrival. For deliveries made in HEALTHY CHOCOLATE FLORIDA, LLC trucks, any problems with the quantity or damaged goods must be reported to us within 24 hours. Preferably, they should be reported to the delivery driver at the time of receiving the order. For shipments made by a third party, all claims for damaged goods must be reported to the freight company. Chocolate is stored at a temperature range between 60F and 72F. Any product damaged due to wrong storage will not be accepted by Healthy Chocolate.
- List prices are in U.S. Dollars and for the wholesale trade only. Prices are subject to change without notice. Please contact Healthy Chocolate or your Sales Executive for the most up to date pricing information. Prices stated do not include delivery or freight. Phytosanitary certifications are required for certain states, and in all cases when shipping out of the country.
- The purchaser must supply Healthy Chocolate with a current Re-Sale Tax Certificate or Sales Tax Exemption Certificate at the time of order or purchase.
- Healthy Chocolate’s hours of operations are Monday through Friday 9AM - 5PM.
- These terms and conditions are reasonably related to the laws of the state of Florida and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Independent Distributors Agreement and the state of Florida.
- Should any portion of these terms and conditions issued by Healthy Chocolate be declared invalid by a court, the balance of the terms and conditions shall remain in full force and effect.