Barry Callebaut has set up the present online platform (the “Chocolate Academy Ordering Portal”) to implement an electronic transfer order process through which professional end users (the “End User”) of Barry Callebaut products (the “Products”) can place a non-binding order (“Transfer Order”) for Products that is subsequently transferred to a distributor (the “Distributor”) selected by the End User from Barry Callebaut’s distributor network and whereby those Products may then be sold and supplied directly to the End User by the selected Distributor in accordance with the terms and conditions agreed between the End User and the Distributor (such process hereafter referred to as the “Transfer Order Process”). 

An End User’s (hereafter also “you” or “your”) access and use of the Chocolate Academy Ordering Portal and participation to the Transfer Order Process is subject to the following terms and conditions (the “Conditions”). By accessing, using or contributing to this Barry Callebaut Partner Store, you accept, without limitation or qualification the following Conditions.

Barry Callebaut reserves the right to modify or revise these Conditions from time to time, in its sole discretion. In case of such modifications you will be asked to accept the updated Conditions when subsequently logging into the Barry Callebaut Partner Store. Upon acceptance, you shall then be bound by any such revisions.

The term “Barry Callebaut” refers to the entity of the Barry Callebaut group that is responsible for the platform, in particular Barry Callebaut AG, a company organized under the laws of Switzerland, with registered office at Hardturmstrasse 181, 8005 Zürich, Switzerland and with company number CHE-106.118.646. Where appropriate, the term “Barry Callebaut” may also refer to any other affiliate member of the Barry Callebaut group.

The Transfer Order Process shall be implemented and Transfer Orders may be created according to the following conditions:

1. The Transfer Order Process and access to and use of the Chocolate Academy Ordering Portal are subject to prior acceptance by the customers of:
   1. The present Conditions
   2. The terms of use of the website wherein the Chocolate Academy Ordering Portal webpages are embedded (“Terms of Use”)
   3. Barry Callebaut’s privacy and cookie policy (“Barry Callebaut Privacy and Cookie Policy”)

In case of any inconsistencies or conflicts between the above listed documents, the order of priority shall be that the higher shall prevail over the lower.

2. The Transfer Order Process is only targeted at professional (business to business ) customers and only business to business customers are allowed to access the Chocolate Academy Ordering Portal and issue (or instruct to issue, see below) Transfer Orders.
3. Transfer Orders may be created by the Customer, but also, subject to a prior instruction of the Customer, by a Barry Callebaut sales representative and/or by a sales agent acting on behalf of Barry Callebaut. By accepting the present Conditions, you explicitly agree with this principle of Transfer Orders being created by such third parties upon your prior instruction and that such instruction shall validly initiate the corresponding Transfer Order Process.
4. Transfer Orders shall not constitute purchase orders, but are considered to be non-binding expressions of interest by a Customer to order a certain quantity of Products from a selected Distributor and corresponding instruction through the Chocolate Academy Ordering Portal to Barry Callebaut to transfer such Transfer Order to the selected Distributor in accordance with these Conditions. Actual orders, confirmation of orders and selling (including actual delivery times and costs) will be implemented outside of the scope of the Transfer Order Process directly between the Customer and the selected Distributor pursuant to the terms and conditions agreed between such Distributor and the Customer.
5. The prices indicated on the Chocolate Academy Ordering Portal are merely indicative prices that are referenced for information purposes only. The actual price is freely determined by the Distributor and nothing shall be construed as placing any restriction on the Distributor regarding the free determination of the end selling price of the Products. The final price you pay shall thus be according to the terms you agree with your selected Distributor and can therefore be the same, lower of higher.
6. The Transfer Order Process will only result in an actual sale in so far as the reserved quantity of Products is available at the selected Distributor and nothing contained in these Conditions or the Chocolate Academy Ordering Portal can be deemed to impose on Barry Callebaut any obligation to ensure the availability of such Products at the selected Distributor.
7. The sale and supply of Products by participating Distributors to Customers shall be governed by the terms and conditions agreed upon between such Distributors and Customers respectively.
8. Upon creation of a user account on the Barry Callebaut Partner Store, Customers shall receive personal log-in details. Customers are solely responsible for the security and privacy of such log-in details.
9. You agree that any personal data you submit through the Chocolate Academy Ordering Portal shall be subject to the Barry Callebaut Privacy and Cookie Policy and that such data may be transferred by Barry Callebaut to the selected Distributor for processing in connection with the Transfer Order Process. You acknowledge and agree that the selected Distributor shall act as a data controller of your personal data within the meaning of article 4 of Regulation (EU) 2016/679 (“GDPR”) and that Barry Callebaut assumes no responsibility whatsoever with respect to such processing by the Distributor.
10. You agree that the information contained on this Chocolate Academy Ordering Portal is provided in good faith, but it is given exclusively for informational purposes. They are provided as is and no guarantee is given as their accuracy or completeness. Neither Barry Callebaut, nor any or its affiliates, nor their officers, employees or representatives shall be liable for any loss, damage or expense arising out of any access to or use of this Chocolate Academy Ordering Portal or of any site linked to it, including, and without limitation, any loss of profit, indirect, incidental or consequential loss. 
11. Barry Callebaut reserves the right to make changes and corrections to this Chocolate Academy Ordering Portal as and when required and without notice.
12. You agree that the laws of Switzerland, without regard to conflicts of law principles thereof, shall apply to all matters relating to the use of the Chocolate Academy Ordering Portal and these Conditions. In case of a dispute, you agree to submit to the exclusive jurisdiction of the business courts of Zürich, Switzerland.
13. You confirm and agree that, if and as applicable, you accept these Conditions and will access and use the Chocolate Academy Ordering Portal on behalf of your company or undertaking.

These terms were last updated on 23/08/2022, and are effective as of that date.