Terms of service

CHIPURNOI CONFECTIONERY
TERMS OF SERVICE

Effective Date: July 9, 2026

Applies to retail customers and approved B2B/wholesale customers.

OVERVIEW

Welcome to Chipurnoi Confectionery. The terms “Chipurnoi,” “we,” “us,” and “our” refer to Chipurnoi Confectionery Company. Chipurnoi operates this website and online store, including all related information, content, features, tools, products, and services offered through it, collectively, the “Services.” Our store is powered by Shopify, which enables us to provide the Services to you.

These Terms of Service, together with any policies, order terms, applications, invoices, quotations, or written agreements referenced in them, describe your rights and responsibilities when accessing or using the Services or purchasing products from us.

These Terms apply to both:

consumers purchasing products for personal or household use (“Retail Customers”); and

approved businesses purchasing products for resale or other legitimate commercial purposes (“B2B Customers” or “Wholesale Customers”).

Additional terms applying specifically to B2B Customers appear in Section 6, “B2B and Wholesale Purchases.” If those terms conflict with another provision of these Terms, Section 6 will control with respect to the B2B Customer or wholesale transaction.

Please read these Terms carefully. They contain important information concerning your legal rights, including warranty disclaimers, limitations of liability, and indemnification obligations.

By visiting, interacting with, or using the Services, creating an account, submitting a wholesale application, accepting these Terms during checkout, or placing an order, you agree to be bound by these Terms and our Privacy Policy at https://chipurnoi.com/policies/privacy-policy. If you do not agree, you must not access or use the Services or place an order.

SECTION 1 - ACCESS AND ACCOUNTS

By agreeing to these Terms, you represent that you are at least the age of majority in your state, province, or jurisdiction of residence. If you permit a minor dependent to use the Services through a device or account you own, purchase, or manage, you accept responsibility for that use.

To access certain Services or purchase products, you may be required to provide information including your name, company name, email address, billing address, shipping address, payment information, tax information, or resale documentation. You represent and warrant that all information you provide is accurate, current, complete, and lawfully provided.

You are responsible for maintaining the confidentiality and security of your login credentials and for all activity conducted through your account. You must notify us promptly if you believe your account has been accessed or used without authorization. You may not transfer, sell, assign, sublicense, or otherwise provide your account to another person or business without our written authorization.

Business accounts may be used only by the approved business and its authorized owners, employees, or representatives. The business is responsible for ensuring that each person using its account has authority to place orders and legally bind the business.

We may refuse registration, require additional verification, suspend access, revoke wholesale status, or close an account when we reasonably believe information is inaccurate, an account is being misused, these Terms have been violated, or continued access may create legal, financial, security, reputational, or operational risk.

SECTION 2 - OUR PRODUCTS

We make reasonable efforts to represent our products accurately. Product colors, appearance, size, texture, packaging, and presentation may vary from photographs or from how products appear on your screen because of device settings, production variations, packaging updates, or other factors.

Product descriptions, ingredients, nutritional information, allergen statements, package sizes, case quantities, availability, and packaging may be updated or corrected without notice. Before consuming, serving, or reselling a product, review the product label and packaging actually supplied. Contact us before ordering if a specific ingredient, allergen, package configuration, or product characteristic is essential to your purchase decision.

We do not warrant that the appearance or quality of any product will meet subjective expectations or appear exactly as depicted online. We may discontinue products, change packaging, revise assortments, limit quantities, or restrict sales by person, account, territory, channel, or jurisdiction on a case-by-case basis.

SECTION 3 - ORDERS

Placing an order constitutes an offer to purchase the products listed in the order. We reserve the right to accept, reject, limit, modify, place on hold, or cancel an order in our discretion, including because of product availability, suspected fraud, pricing or listing errors, account status, shipping restrictions, payment problems, or violations of these Terms.

An automated order confirmation only acknowledges that we received your order. It does not constitute final acceptance. An order is accepted when we confirm acceptance, begin fulfillment, or ship the order, whichever occurs first.

Payment authorization or collection does not require us to accept an order. If we reject or cancel an order after collecting payment, we will issue an appropriate refund to the original payment method, subject to any lawful deductions or amounts otherwise owed.

Please review your order carefully before submitting it. Once fulfillment has begun, we may be unable to change or cancel the order. We will attempt to send notices concerning cancellations, changes, payment issues, or other order matters using the contact information submitted with the order.

Retail purchases are intended for personal or household use and may not be purchased for unauthorized commercial resale. Approved B2B Customers may purchase products for resale or legitimate business use in accordance with Section 6.

Returns, exchanges, credits, and refunds are governed by our Shipping and Return Policy at https://chipurnoi.com/pages/return-policy and, for wholesale orders, the additional terms stated in Section 6.

SECTION 4 - PRICES, DISCOUNTS, AND BILLING

Retail and wholesale prices, discounts, promotions, product availability, minimums, and other offers may change without notice. Unless we expressly agree otherwise in writing, the price charged will be the applicable price displayed or quoted when we accept the order.

Prices may differ between our retail store, wholesale portal, physical locations, distributors, sales representatives, third-party retailers, and other sales channels. Retail promotions, consumer discount codes, loyalty rewards, gift card promotions, free-shipping offers, and similar incentives may not be used on wholesale orders unless expressly identified as available to B2B Customers.

Unless expressly stated otherwise, prices do not include shipping, handling, insurance, taxes, duties, tariffs, customs charges, brokerage fees, or other governmental or carrier-imposed charges.

You agree to provide accurate and complete account, purchasing, billing, payment, and tax information and to update that information promptly when it changes. You represent and warrant that the payment information you provide is accurate and complete, that you are authorized to use the selected payment method, that charges incurred through your account will be honored, and that you will pay all charges associated with your order.

We may correct pricing, discount, calculation, or listing errors and may cancel an affected order, including after submission or payment. If we cancel an order because of our pricing or listing error, we will refund amounts collected for the canceled portion of the order.

SECTION 5 - SHIPPING AND DELIVERY

Shipping and delivery dates are estimates unless we expressly guarantee a date in writing. We are not responsible for delays caused by carriers, weather, natural disasters, labor disruptions, customs processing, government action, supply interruptions, incorrect delivery information, recipient unavailability, or other circumstances outside our reasonable control.

You are responsible for providing an accurate and deliverable shipping address. Additional carrier charges resulting from an incorrect address, refused delivery, missed delivery, address correction, storage, redelivery, or return to sender may be charged to you.

Ownership and risk of loss will transfer as provided by applicable law and any shipping terms stated in the applicable order, invoice, quotation, or written B2B agreement. Nothing in these Terms limits any right or remedy you may have when products are damaged, defective, or nonconforming when delivered.

You must inspect delivered products promptly. Retail Customers should report missing, damaged, or incorrect products within the periods stated in our Shipping and Return Policy. B2B Customers must follow the inspection and claims procedures in Section 6.

Confectionery products may be sensitive to heat, humidity, freezing temperatures, improper storage, and extended exposure during transit. Selecting expedited shipping may reduce transit time but does not guarantee that products will remain within any specific temperature range. Unless otherwise agreed in writing, shipments are not temperature-controlled.

SECTION 6 - B2B AND WHOLESALE PURCHASES

This Section applies to all approved B2B Customers, wholesale accounts, distributors, retailers, foodservice customers, hospitality customers, corporate purchasers, and other customers purchasing products for resale or commercial use.

6.1 Wholesale Approval and Eligibility

Access to wholesale pricing and products is limited to businesses approved by Chipurnoi. Submission of an application does not guarantee approval.

We may request business identification, resale certificates, tax-exemption certificates, business licenses, website information, physical store locations, proposed sales channels, trade references, or other information reasonably necessary to verify the business.

Wholesale approval is account-specific, nontransferable, and may be suspended or revoked at any time. Approval does not create an exclusive territory, distributorship, franchise, agency, partnership, joint venture, fiduciary relationship, or continuing obligation to accept future orders.

6.2 Authority to Bind the Business

The person establishing a wholesale account, accepting these Terms, or placing an order represents and warrants that the person is authorized to act for and legally bind the business identified on the account.

The business is responsible for all orders placed through its account by its owners, employees, contractors, buyers, or other authorized representatives.

6.3 Commercial Resale

Notwithstanding any restriction elsewhere in these Terms concerning resale, approved B2B Customers may purchase products for lawful commercial resale in the ordinary course of their approved business.

Products may be resold only in their original condition and packaging unless Chipurnoi has authorized repackaging, relabeling, bundling, foodservice use, private labeling, or another use in writing.

The B2B Customer is responsible for ensuring that its storage, advertising, sale, distribution, and handling of products comply with all applicable laws, regulations, licensing requirements, labeling requirements, tax obligations, and food-safety requirements.

6.4 Wholesale Pricing, Minimums, and Confidentiality

Wholesale pricing is available only through an approved wholesale account or another written quotation issued by Chipurnoi.

Prices, case quantities, pack sizes, order minimums, shipping thresholds, discounts, and product availability may change without notice. The pricing and terms applicable to an order will be those accepted by Chipurnoi for that order.

Wholesale pricing and account-specific commercial terms are confidential and may not be published, shared with unauthorized parties, or used to obtain pricing concessions from another supplier.

Retail discounts, promotional codes, gift-card offers, loyalty rewards, consumer free-shipping promotions, and other retail incentives are not valid on wholesale orders unless Chipurnoi expressly states otherwise.

6.5 Order Acceptance and Product Availability

All wholesale orders are subject to acceptance, product availability, account status, payment approval, and applicable order minimums.

Products may be unavailable, discontinued, allocated, delayed, or placed on backorder. Unless prohibited by law, Chipurnoi may accept or reject an order in whole or in part, limit quantities, remove unavailable items, split an order into multiple shipments, or contact the customer concerning an appropriate substitution. We will not substitute a materially different product without the customer’s approval.

Purchase orders submitted by a B2B Customer are requests to purchase and do not bind Chipurnoi unless accepted. Conflicting or additional terms printed on a customer purchase order, vendor portal, acknowledgment, or other customer document are rejected and will not modify these Terms unless expressly accepted in a writing signed by an authorized representative of Chipurnoi.

6.6 Payment Terms

Unless Chipurnoi has approved written credit terms, wholesale orders must be paid in full before shipment.

If Chipurnoi approves invoicing or deferred payment terms, payment is due by the date stated on the invoice. Credit terms may be reduced, suspended, or withdrawn at any time.

The B2B Customer is responsible for reasonable costs incurred in collecting overdue amounts, including collection-agency fees, court costs, and attorneys’ fees, to the extent permitted by law.

We may place orders on hold, suspend an account, cancel unshipped orders, or require advance payment when an account is overdue or when we reasonably believe payment may be at risk.

A customer may not withhold, offset, deduct, or charge back amounts owed because of a disputed claim unless Chipurnoi has agreed to the adjustment in writing or applicable law expressly permits it.

6.7 Taxes and Resale Documentation

The B2B Customer is responsible for providing valid and current resale, exemption, or tax documentation before claiming a tax-exempt purchase.

Approval of a wholesale account does not automatically make every order tax-exempt. If acceptable documentation has not been received, has expired, is incomplete, or does not apply to the transaction or shipping destination, Chipurnoi may collect applicable taxes.

The customer is responsible for taxes, duties, assessments, fees, penalties, and interest arising from an invalid or improperly used certificate or from the customer’s resale or use of the products.

The customer must notify Chipurnoi promptly if its business registration, tax status, resale authority, ownership, billing information, or shipping information changes.

6.8 Shipping, Freight, and Delivery

Unless Chipurnoi expressly agrees otherwise in writing, the B2B Customer is responsible for shipping, freight, handling, insurance, lift-gate service, residential-delivery charges, inside-delivery charges, appointment charges, duties, tariffs, brokerage fees, and other delivery-related charges.

Freight quotations are estimates and may be adjusted to reflect actual carrier charges, shipment dimensions, weight, destination requirements, fuel surcharges, or accessorial services.

Delivery dates are estimates only. A delay does not entitle the B2B Customer to cancel an order, refuse delivery, or claim consequential damages unless Chipurnoi has expressly agreed otherwise in writing.

6.9 Inspection and Claims

The B2B Customer must inspect each shipment promptly upon delivery.

Visible freight damage, shortages, or apparent mishandling should be noted on the carrier’s delivery receipt before the shipment is accepted whenever reasonably possible. The customer should retain the products, original cartons, packing materials, shipping labels, delivery records, and photographs needed to document a claim.

Claims involving shortages, incorrect products, visible damage, or defective products must be submitted to Chipurnoi in writing within five business days after delivery. Claims involving concealed transit damage must be submitted promptly after discovery and no later than ten business days after delivery.

The claim should include the order or invoice number, affected product, quantity, description of the problem, lot or date information when available, and clear photographs.

Failure to provide timely notice may result in denial of the claim to the extent permitted by law, particularly when the delay prevents Chipurnoi or the carrier from investigating or recovering the loss.

Chipurnoi may, in its discretion, replace affected products, issue a credit, issue a refund, require return of the products, or take another commercially reasonable corrective action. No return may be made without prior authorization.

6.10 Wholesale Returns

Wholesale sales are final except for products that Chipurnoi confirms were shipped incorrectly, arrived damaged, were defective when delivered, or are otherwise approved for return in writing.

Unsold inventory, slow-moving products, seasonal inventory, customer overordering, changes in consumer demand, packaging preferences, or the loss of a retail account are not grounds for return.

Authorized returns must comply with the return instructions provided by Chipurnoi. Unauthorized returns may be refused, returned to the customer at the customer’s expense, or disposed of without credit where permitted by law.

Unless the return results from an error by Chipurnoi or a confirmed product defect, original shipping charges and return shipping charges are nonrefundable.

6.11 Product Storage, Handling, and Rotation

The B2B Customer is responsible for storing, transporting, displaying, and handling products in accordance with product labels, written instructions, food-safety practices, and applicable law.

Products must be protected from excessive heat, moisture, freezing, contamination, pests, direct sunlight, and other conditions that may affect safety, appearance, quality, or shelf life.

The customer is responsible for appropriate inventory rotation and for checking lot codes, best-by dates, expiration information, and product condition before resale or service.

Chipurnoi is not responsible for deterioration, melting, discoloration, breakage, contamination, staleness, or other damage occurring after delivery because of improper transportation, storage, handling, display, repackaging, or rotation by the customer or a third party.

6.12 Product Information and Customer Representations

The B2B Customer must provide consumers with accurate product information and may not make false, misleading, unapproved, or unlawful statements concerning Chipurnoi or its products.

The customer may not alter ingredient statements, allergen information, nutrition information, lot codes, date markings, warnings, labels, or packaging without prior written approval.

The customer is solely responsible for representations, advertising claims, translations, relabeling, bundling, recipes, preparation methods, menus, or marketing materials that it independently creates.

6.13 Trademarks and Marketing Materials

Wholesale approval does not transfer ownership of Chipurnoi’s trademarks, trade dress, photographs, product descriptions, packaging, logos, or other intellectual property.

An approved B2B Customer may use Chipurnoi-provided product names, images, and marketing materials solely to advertise and resell authentic Chipurnoi products purchased directly from Chipurnoi or an authorized distributor.

All goodwill arising from use of Chipurnoi’s trademarks belongs to Chipurnoi. We may require a customer to correct or discontinue any use that is inaccurate, misleading, outdated, unlawful, or inconsistent with our brand standards.

The customer may not register or use a business name, domain name, social-media account, advertising keyword, marketplace seller name, or other identifier that states or implies the customer is Chipurnoi or is officially operated by Chipurnoi.

6.14 Online Sales and Other Sales Channels

Wholesale approval does not authorize the customer to sell, advertise, promote, list, or otherwise market Chipurnoi products through any online channel without Chipurnoi’s prior written approval. This restriction applies to the customer’s own website or online store, social-commerce storefronts, mobile applications, third-party marketplaces, auction sites, retailer platforms, delivery platforms, dropshipping arrangements, subscription boxes, online catalogs, and similar digital channels.

Examples of online channels requiring prior written approval include Amazon, Walmart Marketplace, eBay, Etsy, Faire, social-media shops, and any other current or future third-party marketplace or online selling platform.

Approval for one website, marketplace, account, storefront, or domain does not constitute approval for another. Chipurnoi may condition approval on channel-specific requirements, including approved seller names, product listings, images, pricing presentation, geographic limitations, customer-service standards, fulfillment standards, reporting, and brand-protection measures.

The customer may not sell through another person’s or business’s online account, permit another seller to list products supplied through the customer’s wholesale account, appoint subdistributors, or supply products to other resellers without Chipurnoi’s prior written approval.

Chipurnoi may withdraw online-channel approval at any time. Upon notice, the customer must promptly stop creating new listings or sales through the affected channel and comply with reasonable instructions concerning removal of listings, advertising, images, trademarks, and inventory disposition.

Products may not be exported or sold outside territories approved for the account when doing so would violate applicable law, product restrictions, distribution arrangements, or written instructions from Chipurnoi.

6.15 Recalls and Product-Safety Matters

The B2B Customer must cooperate promptly with any product withdrawal, recall, safety notice, quality investigation, or regulatory inquiry involving Chipurnoi products.

Upon request, the customer must stop selling affected products, preserve relevant records and inventory, notify downstream customers when instructed, and follow reasonable return, disposal, or corrective-action procedures.

The customer must notify Chipurnoi promptly of any serious complaint, suspected contamination, allergic reaction, illness, injury, government inquiry, threatened claim, or product-safety concern involving the products.

6.16 Suspension or Termination of Wholesale Access

Chipurnoi may suspend or terminate wholesale access, cancel unshipped orders, or require different payment or ordering terms if the customer provides false, incomplete, or outdated information; fails to pay amounts when due; misuses wholesale pricing or discount codes; sells through an unauthorized online or other sales channel; supplies unauthorized resellers; mishandles, alters, mislabels, or misrepresents products; violates applicable law or these Terms; uses Chipurnoi intellectual property without authorization; or engages in conduct that may harm customers, Chipurnoi, its products, or its reputation.

Termination of wholesale access does not eliminate payment obligations or other liabilities arising before termination.

6.17 No Exclusivity or Guaranteed Supply

Unless stated in a separate written agreement signed by Chipurnoi, wholesale approval is nonexclusive. Chipurnoi may sell directly to consumers and may appoint other retailers, distributors, brokers, sales representatives, or wholesale customers in any location or channel.

Chipurnoi does not guarantee continued availability of any product, flavor, package size, territory, price, margin, sales volume, or level of supply.

SECTION 7 - INTELLECTUAL PROPERTY

Our Services, including all trademarks, brands, text, displays, images, graphics, product reviews, video, audio, software, and the design, selection, and arrangement thereof, are owned by Chipurnoi, its affiliates, or licensors and are protected by United States and foreign intellectual property laws.

Except for the limited B2B marketing use expressly permitted in Section 6, these Terms permit you to use the Services for personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, scrape, or transmit any material from the Services without our prior written consent.

Nothing in these Terms grants a license or other right under any patent, trademark, copyright, trade secret, or other intellectual property right of Chipurnoi, Shopify, or any third party except as expressly stated. All rights not expressly granted are reserved.

Chipurnoi’s names, logos, product and service names, designs, and slogans are trademarks of Chipurnoi or its affiliates or licensors. Shopify’s name, logo, product and service names, designs, and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans appearing through the Services are the property of their respective owners.

SECTION 8 - OPTIONAL AND THIRD-PARTY TOOLS

You may be provided access to customer tools, applications, portals, payment services, wholesale tools, or integrations offered by third parties as part of the Services. We may not monitor or control these tools.

Access to third-party tools is provided “as is” and “as available,” without warranties, representations, conditions, or endorsement. To the fullest extent permitted by law, we are not liable for loss or damage arising from your use of optional third-party tools.

Your use of third-party tools is at your own risk and discretion, and you are responsible for reviewing the terms and privacy practices of the applicable provider. New features, tools, and resources added to the Services will also be subject to these Terms.

SECTION 9 - THIRD-PARTY LINKS AND SERVICES

The Services may contain materials, hyperlinks, embedded content, or functionality provided or operated by third parties. We are not responsible for examining or evaluating the content, accuracy, security, availability, or practices of third-party websites or services.

If you leave the Services to access third-party materials or websites, you do so at your own risk. We are not liable for harm or damages related to your access, purchase, or use of third-party products, services, resources, or content. Questions or complaints concerning third-party products or services should be directed to the applicable third party.

SECTION 10 - RELATIONSHIP WITH SHOPIFY

Chipurnoi is powered by Shopify, which enables us to provide the Services. Sales and purchases made through our store are made directly with Chipurnoi, not Shopify.

By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of sales between you and Chipurnoi, including injury, damage, or loss resulting from purchased products or services. To the fullest extent permitted by law, you release Shopify and its affiliates from claims, damages, and liabilities arising from or related to your purchases and transactions with Chipurnoi.

SECTION 11 - PRIVACY

Personal information collected through the Services is governed by our Privacy Policy at https://chipurnoi.com/policies/privacy-policy. Certain personal information may also be processed under Shopify’s privacy policies.

Because the Services are hosted by Shopify, Shopify collects and processes personal information about access to and use of the Services to provide and improve the platform. Information submitted through the Services may be transmitted to and shared with Shopify and service providers that may be located outside your state, province, or country.

SECTION 12 - FEEDBACK AND USER CONTENT

If you submit, upload, post, email, or otherwise transmit ideas, suggestions, feedback, reviews, proposals, plans, photographs, or other content (“Feedback”), you grant us a perpetual, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute, display, and create derivative works from that Feedback in any medium for any lawful purpose, including commercial purposes.

You represent and warrant that you own or control the necessary rights to the Feedback, have disclosed any compensation or incentives associated with it, and that the Feedback complies with these Terms and applicable law.

We have no obligation to keep Feedback confidential, pay compensation for it, or respond to it. We may monitor, edit, refuse, or remove Feedback that we determine is unlawful, offensive, threatening, defamatory, obscene, misleading, infringing, or otherwise objectionable.

You may not use a false identity or email address, impersonate another person or entity, mislead us or others about the origin of Feedback, or transmit viruses or malicious code. You are responsible for your Feedback and its accuracy.

SECTION 13 - ERRORS, INACCURACIES, AND OMISSIONS

Information in the Services may occasionally contain typographical errors, inaccuracies, or omissions relating to product descriptions, ingredients, packaging, pricing, promotions, discounts, shipping charges, transit times, availability, or other matters.

We may correct errors, inaccuracies, or omissions and may change or update information or cancel affected orders at any time without prior notice, including after an order has been submitted, subject to applicable law.

SECTION 14 - PROHIBITED USES

You may access and use the Services only for lawful purposes. You may not use the Services directly or indirectly to violate law; infringe intellectual property or other rights; harass, abuse, threaten, defame, or harm another person; transmit false or misleading information; send spam or unauthorized promotional material; impersonate another person or entity; interfere with another person’s use of the Services; or engage in conduct that may harm Chipurnoi, Shopify, our customers, or other users.

You also agree not to upload or transmit viruses or malicious code; reproduce, duplicate, copy, sell, resell, or exploit any unauthorized portion of the Services; collect or track personal information of others; phish, pharm, pretext, spider, crawl, scrape, or data-mine the Services; bypass access restrictions; or interfere with security features of the Services, related websites, other websites, or the Internet.

We may suspend, disable, or terminate your account or access without notice if we determine that you have violated these Terms or created material legal, financial, security, operational, or reputational risk.

SECTION 15 - TERMINATION

We may terminate these Terms or suspend or terminate your access to all or part of the Services in our discretion, subject to applicable law. You remain responsible for amounts due through the effective date of termination.

Provisions that by their nature should survive termination will survive, including provisions concerning payment, intellectual property, Feedback, product claims, warranties, limitation of liability, indemnification, dispute terms, governing law, and obligations arising before termination.

SECTION 16 - DISCLAIMER OF WARRANTIES

Information presented on or through the Services is provided for general information. We do not warrant its completeness, accuracy, usefulness, or availability. Any reliance on such information is at your own risk.

EXCEPT AS EXPRESSLY STATED BY CHIPURNOI OR REQUIRED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS OFFERED THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

WE DO NOT GUARANTEE THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME DISCLAIMERS MAY NOT APPLY TO YOU.

SECTION 17 - LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, CHIPURNOI AND ITS PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, DISTRIBUTORS, SERVICE PROVIDERS, AND LICENSORS, AND SHOPIFY AND ITS AFFILIATES, WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, REPLACEMENT COSTS, OR SIMILAR DAMAGES, ARISING FROM OR RELATED TO THE SERVICES, AN ORDER, OR A PRODUCT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANOTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, CHIPURNOI’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO A PARTICULAR ORDER OR PRODUCT WILL NOT EXCEED THE AMOUNT PAID TO CHIPURNOI FOR THE PRODUCT OR ORDER GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, or reduces any nonwaivable rights available to a consumer under applicable law.

SECTION 18 - INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Chipurnoi, Shopify, and their affiliates, partners, officers, directors, employees, agents, contractors, licensors, distributors, and service providers from third-party losses, damages, liabilities, claims, penalties, and reasonable attorneys’ fees arising out of or related to your breach of these Terms; your violation of law or third-party rights; your access to or use of the Services; your resale, storage, handling, advertising, modification, relabeling, repackaging, distribution, or use of products; or claims and representations made by you concerning the products.

We will provide reasonable notice of an indemnifiable claim. A delay in notice does not relieve your obligations unless you are materially prejudiced. We may control the defense and settlement at your expense, including selection of counsel, but will not agree to a settlement requiring nonmonetary obligations from you without your consent, not to be unreasonably withheld. You must cooperate in the defense.

SECTION 19 - SEVERABILITY

If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision will be enforced to the fullest extent permitted by law and the unenforceable portion will be severed. The remaining provisions will remain valid and enforceable.

SECTION 20 - WAIVER AND ENTIRE AGREEMENT

Our failure to exercise or enforce a right or provision does not constitute a waiver of that right or provision.

These Terms, together with policies, applications, quotations, invoices, order terms, and written agreements incorporated by reference, constitute the entire agreement concerning the Services and applicable purchases and supersede prior or contemporaneous communications and proposals on the same subject.

If a separate written agreement signed by an authorized representative of Chipurnoi expressly conflicts with these Terms, the signed agreement controls for the subject matter and transaction it covers. Ambiguities will not be construed against a party solely because that party drafted the language.

SECTION 21 - ASSIGNMENT

You may not delegate, transfer, or assign these Terms or your rights or obligations without our prior written consent, and an attempted assignment without consent is void. We may transfer, assign, or delegate these Terms and our rights and obligations in connection with a merger, acquisition, reorganization, sale of assets, change of control, or operation of our business, subject to applicable law.

SECTION 22 - GOVERNING LAW AND VENUE

These Terms and any separate agreements through which we provide the Services are governed by the laws of the State of Connecticut, without regard to conflict-of-law principles, except to the extent federal law applies.

Any legal action or proceeding arising from or related to these Terms, the Services, or a transaction with Chipurnoi must be brought in the state or federal courts having jurisdiction over Litchfield County, Connecticut, and each party consents to personal jurisdiction and venue in those courts, except where applicable consumer law requires a different forum.

SECTION 23 - FORCE MAJEURE

Chipurnoi is not liable for delay, nonperformance, shortage, or cancellation caused by events beyond our reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, transportation interruptions, carrier failures, government action, embargoes, utility or telecommunications failures, cyber incidents, supplier failures, shortages of ingredients or packaging, or other similar events. We may allocate available inventory among customers in a commercially reasonable manner.

SECTION 24 - ELECTRONIC COMMUNICATIONS AND NOTICES

You consent to receive transactional communications electronically, including account notices, order confirmations, invoices, payment notices, policy updates, and other communications related to the Services or your purchases. Electronic communications satisfy legal requirements that communications be in writing to the extent permitted by law.

You are responsible for maintaining a current email address and other contact information. Notices to Chipurnoi concerning legal claims, wholesale disputes, product-safety issues, or alleged breaches should be sent to productinfo@chipurnoi.com and, when appropriate, by mail to Chipurnoi Confectionery Company, 151 Main Street, Sharon, Connecticut 06069.

SECTION 25 - HEADINGS

Headings are provided for convenience only and do not limit or otherwise affect the interpretation of these Terms.

SECTION 26 - CHANGES TO THESE TERMS

You may review the current version of these Terms on this page. We may update, change, or replace portions of these Terms by posting the revised version to our website.

When required by applicable law, we will provide notice of material changes and identify the effective date. Changes will not retroactively alter an accepted order unless required by law or agreed by the parties. Continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.

SECTION 27 - CONTACT INFORMATION

Questions about these Terms, wholesale approval, permitted sales channels, or an order may be sent to:

Chipurnoi Confectionery Company
151 Main Street
Sharon, Connecticut 06069
United States
Phone: 860-364-0870
Email: productinfo@chipurnoi.com