Upala Chocolate Terms & Conditions
These Terms and Conditions, together with any and all other documents referred to herein, set out the terms under which Goods are sold by Us through this website. Please read these Terms and Conditions carefully and ensure that you understand them before ordering any Goods from Our Site. You will be required to read and accept these Terms and Conditions when ordering Goods. If you do not agree to comply with and be bound by these Terms and Conditions, you will not be able to order Goods through Our Site. These Terms and Conditions, as well as any and all Contracts are in the English language only.
- Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” – means a contract for the purchase and sale of Goods, as explained in Clause 8;
“Dispatch Confirmation” – means our acceptance and confirmation of your Order;
“Goods” – means the goods sold by Us through Our Site;
“Order” – means your order for Goods;
“We/Us/Our” – means either UPALA CHOCOLATE. 4313 Karen Ave Jefferson LA 70121 USA under company number Ced. Jur. 3101416766 (“Upala Chocolate”).
- Information About Us
2.1 Our Site, https://www.upalachocolate.com is owned and operated by Upala Chocolate.
- Access to and Use of Our Site
3.1 Access to Our Site is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
- Age Restrictions
Consumers may only purchase Goods containing alcohol through Our Site if they are at least 18 years of age.
- Intellectual Property
These Terms and Conditions, all content included on Our Site, unless, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is Our property. By continuing to use the Our Site you acknowledge that such material is protected by applicable United State of America and International intellectual property and other laws. You may not reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on Our Site without written permission from Our authorized representative.
- International Customers
Due to customs, legal, regulatory and certain practical restrictions applicable to orders placed for international delivery, some of our products may not be available for delivery to certain destinations outside the USA. We reserve the right to define what can and cannot be delivered to which destination. All purchases must be made in US Dollars. International credit card providers or banks will determine the exchange rate and may add an additional processing or administration charge in relation to such payment which international credit card holders will be liable to pay.
Our products are sold on a delivery duty unpaid basis. The recipient may have to pay import duty or a formal customs entry fee prior to or on delivery. Additional taxes, fees or levies may apply according to local legislation and customers are required to check these details before placing an order for international delivery. Where applicable, it will be your sole responsibility to comply with any export controls or sanctions rules applicable to goods supplied to you.
- Goods, Pricing and Availability
7.1 We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from Us correspond to the actual Goods. Please note, however, the following:
7.1.1 Images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product sold due to differences in computer displays and lighting conditions;
7.1.2 Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods may vary.
7.2 Please note that sub-Clause 7.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations of the correct Goods, not to different Goods altogether. Please refer to Clause 11 if you receive incorrect Goods (i.e. Goods that are not as described).
7.3 All Goods are made in the same environment as nuts so we cannot guarantee they are free from nut traces. You can read more about our dietary information here.
7.4 We neither represent nor warrant that Goods will be available.
7.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any order that you have already placed (please note sub-Clause 7.8 regarding VAT, however).
7.6 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, please note the following:
7.6.1 We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within 14 days, We will treat your Order as cancelled and notify you of the same in writing.
7.7 In the event that the price of Goods you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.
7.8 All prices on Our Site include VAT where applicable. If the VAT rate changes between your Order being placed and Us taking payment, we reserve the right to adjust the the amount of VAT payable Delivery charges are not included in the price of Goods on Our Site. For more information on delivery charges, can be found here. Delivery options and related charges will be presented to you as part of the order process.
- Orders – How Contracts Are Formed
8.1 Our Site will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend it. Please ensure that you have checked your Order carefully before submitting it.
8.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your Order does not mean that we have accepted it. Our acceptance is indicated by Us sending you a Dispatch Confirmation by email. Only once We have sent you a Dispatch Confirmation will there be a legally binding Contract between Us and you.
8.3 Dispatch Confirmations shall contain the following information:
8.3.1 Confirmation of the Goods ordered including full details of the main characteristics of those Goods;
8.3.2 Fully itemised pricing for the Goods ordered including, where appropriate, taxes, delivery and other additional charges;
8.3.3 Estimated delivery date(s) and time(s);
8.4 [We will also include a paper copy of the Dispatch Confirmation with your Goods].
8.5 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 14 days.
9.1 Payment for Goods and related delivery charges must always be made in advance and you will be prompted to pay during the order process. We accept the following methods of payment on Our Site:
- Delivery, Risk and Ownership
10.1 All Goods purchased through Our Site will normally be delivered within the times given on the Site during the Order process. During peak periods we have the right to send goods 2 or 3 days earlier to ensure they arrive by the specified date.
10.2 If We are unable to deliver the Goods on the delivery date (if, for example, no one is available at your address to receive the Goods) We will follow any delivery instruction you may have given or attempt to leave your goods in a safe place. If this is not possible, our carrier will leave a note advising of where your goods have been returned to, and how to either arrange re-delivery or collect them.
10.3 In the unlikely event that We fail to deliver the Goods within 30 calendar days of Our dispatch confirmation (unless otherwise agreed as under sub-Clause 10.1), if any of the following apply you may cancel your Order immediately:
10.3.1 We have refused to deliver your Goods; or
10.3.2 In light of all relevant circumstances, delivery within that time period was essential; or
10.3.3 You told Us when ordering the Goods that delivery within that time period was essential.
10.4 If you do not wish to cancel under sub-Clause 10.3 or if none of the specified circumstances apply, you may specify a new (reasonable) delivery date. If We fail to meet the new deadline, you may then cancel your Order.
10.5 You may cancel all or part of your Order under sub-Clauses 10.3 or 10.4 provided that separating the Goods in your Order would not significantly reduce their value. Any sums that you have already paid for cancelled Goods and their delivery will be refunded to you. Please note that if any cancelled Goods are delivered to you, you must return them to Us. We will bear the cost of returning the cancelled Goods.
10.6 Delivery shall be deemed complete once We have delivered the Goods to the address including, where relevant, any alternative address provided in your Order.
10.7 The risk in the Goods shall remain with Us until they come into your physical possession.
10.8 Ownership of the Goods passes to you once we have received payment in full of all sums due (including any applicable delivery charges).
- Faulty, Damaged or Incorrect Goods
11.1 By law, We must provide goods that are of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information We have provided. If any Goods you have purchased do not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect Goods, please contact us as soon as reasonably possible to inform Us of the fault, damage or error, and to arrange for a refund, repair or replacement.
11.2 Beginning on the day that you receive the Goods you have a 30 Calendar Day right to reject the Goods and to receive a full refund if they do not conform as stated above. Alternatively, you may request replacement Goods. We will bear any associated costs and will carry out the replacement within a reasonable time and without significant inconvenience to you. In certain circumstances, where a replacement is impossible or otherwise disproportionate, We may instead offer you a full refund. If you request a replacement during the 30 Calendar Day rejection period, that period will be suspended while We carry out the replacement and will resume on the day that you receive the replacement Goods. If less than 7 Calendar Days remain out of the original period, it will be extended to 7 Calendar Days. If, after replacement, the Goods still do not conform (or if We cannot do so as previously described, or have failed to act within a reasonable time or without significant inconvenience to you), you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund. If you exercise the final right to reject the goods more than six months after you have received the Goods (and ownership of them), We may reduce any refund to reflect the use that you have had out of the Goods.
11.3 Please note that you will not be eligible to claim under this Clause 11 if We informed you of the issue with the Goods before your purchase of the them (and it is because of the same issue that you now wish to return them). Please also note that you may not return Goods to Us under this Clause 11 merely because you have changed your mind. If you are a consumer in the European Union you have a legal right to a 14 calendar day cooling off period within which you can return Goods for this reason. Please refer to Clause 12 for more details.
11.4 To return Goods to Us for any reason under this Clause 11, first contact us at email@example.com or call (504) 4504 039. We will be fully responsible for the costs of returning Goods under this Clause 11 and will reimburse you where appropriate.
11.5 Refunds (whether full or partial, including reductions in price) under this Clause 11 will be issued within 14 Calendar Days of the day on which We agree that you are entitled to the refund.
11.6 Any and all refunds issued under this Clause 11 will include all delivery costs paid by you when the Goods were originally purchased.
11.7 For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office.
- Cancelling and Returning Goods if You Change Your Mind (this clause does not apply to business purchasers/uses)
12.1 If you are a consumer in the European Union, you have a legal right to a “cooling off” period within which you can cancel the Contract for any reason. This period begins once your Order is complete and We have sent you your Dispatch Confirmation, i.e. when the Contract between you and Us is formed.
12.1.1 If the Goods are being delivered to you in a single instalment (whether single or multiple items), the cooling off period ends 14 calendar days after the day on which you receive the Goods.
12.1.2 If the Goods are being delivered in separate instalments on separate days, the cooling off period ends 14 calendar days after the day on which you receive the final instalment of Goods.
12.1.3 If your order is for the regular delivery of Goods over a defined period, the cooling off period ends 14 calendar days after the day on which you receive the first delivery of Goods.
12.2 If you wish to exercise your right to cancel under this Clause 12, you must inform Us of your decision within the cooling off period. You may do so in any way you wish, using the contact details below. Cancellation by email or by post is effective from the date on which you send Us your message. Please note that the cooling off period lasts for whole calendar days. If, for example, you send Us an email or letter by 23:59 on the final day of the cooling off period, your cancellation will be valid and accepted. If you would prefer to contact us directly to cancel, please use the following details:
12.2.1 Telephone: (504) 4504 039
12.2.2 Email: firstname.lastname@example.org
12.2.3 Post: UPALA CHOCOLATE. 4313 Karen Ave Jefferson LA 70121 USA
12.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our Goods and services, however please note that you are under no obligation to provide any details if you do not wish to.
12.4 Please note that you may lose your legal right to cancel under this Clause 12 if you have unsealed the Goods after receiving them.
12.5 Please ensure that you return Goods to Us no more than 14 calendar days after the day on which you have informed Us that you wish to cancel under this Clause 12.
12.6 You may return Goods to Us by post to FREE POST UPALA CHOCOLATE and we recommend that you obtain Proof of Postage under this Clause 12. Should you wish to return goods in any other way, the cost of returning Goods to Us should not normally exceed the cost of the Postage and Packaging charge paid for your original order. We recommend that a trackable delivery service is always used. Before returning goods to us, we ask that you contact us at email@example.com or call (504) 4504 039.
12.7 Refunds under this Clause 12 will be issued to you within 14 calendar days of the following:
12.7.1 The day on which We receive the Goods back; or
12.7.2 The day on which you inform Us (supplying evidence) that you have sent the Goods back (if this is earlier than the day under sub-Clause 12.7.1); or
12.7.3 If We have not yet provided a Dispatch Confirmation or have not yet dispatched the Goods, the day on which you inform Us that you wish to cancel the Contract.
12.8 Standard delivery charges will be reimbursed in full as part of your refund. We will only reimburse the equivalent standard delivery costs when issuing refunds under this Clause 12.
12.9 Refunds under this Clause 12 will be made using the same payment method that you used when ordering the Goods.
- Our Liability to Consumers
13.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
13.2 Nothing in these Terms and Conditions seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
13.3 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.
- Events Outside of Our Control (Force Majeure)
14.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
14.2 If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
14.2.1 We will inform you as soon as is reasonably possible;
14.2.2 Our obligations under these Terms and Conditions (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
14.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
14.2.4 If the event outside of Our control continues for more than 28 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled;
14.2.5 If an event outside of Our control occurs and continues for more than 28 days and you wish to cancel the Contract as a result, you may do so. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled.
14.2.6 If the contract is cancelled by you or by Us under this Clause 15, any relevant Goods that must be returned will be returned at Our expense (with Us reimbursing you where appropriate).
- Communication and Contact Details
15.1 If you wish to contact us with general questions or complaints, you may contact us by telephone at (504) 4504 039, by email at firstname.lastname@example.org, or by post at Customer Services, UPALA CHOCOLATE. 4313 Karen Ave Jefferson LA 70121 USA
- Complaints and Feedback
16.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
16.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available from email@example.com
16.3 If you wish to complain about any aspect of your dealings with Us, please contact us in one of the following ways:
16.3.1 In writing, addressed to Customer Services, UPALA CHOCOLATE. 4313 Karen Ave Jefferson LA 70121 USA;
16.3.2 By email, addressed to firstname.lastname@example.org
16.3.3 Using Our complaints form, following the instructions included with the form here;
16.3.4 By contacting Us by telephone on at (504) 4504 039
- How We Use Your Personal Information (Data Protection)
17.2.1 Provide Our Goods and services to you;
17.2.2 To organise and facilitate the supply of our Goods and services to you;
17.2.3 Process your Order (including payment) for the Goods; and
17.2.4 Inform you of new products and/or services (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time.
- Use of Our Site
18.1 You may not use Our Site for any of the following purposes:
18.1.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or otherwise breaching any laws;
18.1.2 transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or codes of practice;
18.1.3 interfering with any other person’s use or enjoyment of Our Site; or
18.1.4 making, transmitting or storing electronic copies of materials protected by copyright or other intellectual property right without the proper permission
18.2 You will be responsible for Our losses and costs resulting from your breach of clause 18.1.
18.3 You may link to Our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.
18.4 Our Site must not be framed on any other website.
18.5 Our Site provides links to other websites for your information. If you use these links, you will be redirected away from our website. We therefore do not endorse or make any representations about third party websites, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked via Our Site, you do so entirely at your own risk. We accept no responsibility for third party websites or for any loss or damage that may arise from your use of them.
18.6 When you use Our Site, you’ll see that We offer you recommendations, showing Goods we think you might like. These are based on your past purchases, top sellers, ratings and recently-viewed Goods. We determine your interests and suggest new Goods you may like; additionally we compare your interests and buying habits with the interests and habits of other customers, to show you relevant Goods.
- Other Important Terms
19.1 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions and the suspension or cancellation of your registration and your right to use Our Site shall not affect either party’s statutory rights or liabilities.
19.2 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
19.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
19.4 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
19.5 We may revise these Terms and Conditions from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms and Conditions as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them. If you do opt to cancel, you must return any affected Goods you have already received and we will arrange for a full refund (including delivery charges) which will be paid within 14 days of your cancellation.
19.6 Nothing said by any sales person on Our behalf should be understood as a variation of these Terms and Conditions or as an authorised representation about the nature or quality of any Goods offered for sale by Us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
- Law and Jurisdiction
20.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, American law.
20.2 Any disputes concerning these Terms and Conditions, the relationship between you and Us, the Goods or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of United States of America.
FOR THE TRANSACTIONS SET OUT BELOW THE ABOVE TERMS AND CONDITIONS APPLY. IN ADDITION THE TERMS AND CONDITIONS BELOW ALSO APPLY AND IF THERE IS ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS ABOVE AND THOSE SET OUT BELOW THE TERMS AND CONDITIONS BELOW SHALL TAKE PRECEDENCE.
- TERMS APPLYING ONLY TO EVENTS
21.1 Full payment must be made at the time of booking. All guests must pre-book a date and time. Tickets purchased are non-refundable and the date is non-transferable after 48 hours before the event.
21.2 We reserve the right to vary prices and timings without prior notice, in addition to this we reserve the right to alter, close or withdraw attractions within the gift experiences without notice. We will endeavour to inform customers via email and/or telephone of any changes. Late or early arrival will be accommodated as best as possible although entry cannot be guaranteed. Arrivals ten minutes after the gift experience start time will not be allowed entrance.
- TERMS APPLYING ONLY TO PRIVATE AND CORPORATE EVENTS
Minimum guest: 20 unless pre-agreed. A 50% non-refundable deposit, or full payment is required prior to the event and final numbers must be confirmed one week prior to the event. The remaining balance will be taken 1 week prior to the event. No refunds will be made if guest numbers are below the pre-agreed amount.
- TERMS APPLYING ONLY TO BESPOKE AND CONCIERGE PRODUCTS FOR BUSINESS ORDERS
Clause 12 of these Terms and Conditions does not apply to business orders. For business or corporate purchasers of bespoke and concierge Goods the following shall apply:
23.1 all necessary artwork must be received by us at least 28 days before the intended delivery date of the products. You will be required to pay for any artwork and associated costs at the rates quoted for each product on Our Site;
23.2 We have your permission to use your artwork and logos for the purposes of printing and fulfilling the order;
23.3 the design and layout of the artwork must be approved by an authorised person within your business prior to any printing being carried out; and
23.4 where bespoke artwork has been requested and approved in accordance with this clause 23 and the order is subsequently cancelled by the business or corporate purchaser, a payment of 60% of the invoice value of the products must be paid to us.
- TERMS APPLYING ONLY TO UPALA CHOCOLATE SUBSCRIPTIONS
24.1 You must be 18 or over, and resident in USA, Canada, Costa Rica and Europe.