TERROIR Cocoa
Home / Legal / Governing Law

Governing Law & Jurisdiction

Last Updated: October 24, 2024

This Governing Law page outlines the legal framework, jurisdictional provisions, and dispute resolution mechanisms that apply to your relationship with Terroir Cocoa, including but not limited to purchases, wholesale agreements, farm tour bookings, website usage, and all associated transactions.

1. Applicable Law

All agreements, transactions, and interactions with Terroir Cocoa shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Where international transactions are involved, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

2. Jurisdiction & Venue

Any legal action, proceeding, or dispute arising out of or relating to this governing law, our Terms of Service, or any transaction with Terroir Cocoa shall be exclusively brought in the federal or state courts located in San Francisco County, California. Both you and Terroir Cocoa irrevocably consent to the personal jurisdiction and venue of such courts.

3. Dispute Resolution & Arbitration

Except as expressly stated otherwise, any dispute, claim, or controversy arising out of or relating to this agreement or our products/services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration shall take place in San Francisco, California, and judgment on the award may be entered in any court having jurisdiction.

Class action waivers, joinder prohibitions, and representative actions shall apply to all arbitration proceedings. Terroir Cocoa reserves the right to pursue injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

4. Severability

If any provision of this Governing Law or associated agreements is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

5. Amendments & Updates

Terroir Cocoa reserves the right to modify this Governing Law notice at any time. Material changes will be communicated via email to registered users and/or posted on this page with an updated "Last Updated" date. Continued use of our website, services, or products following the posting of amendments constitutes acceptance of the revised terms.

6. International Customers & Cross-Border Transactions

For customers located outside the United States, Terroir Cocoa shall remain the primary governing entity, and the laws of California shall apply. International purchasers acknowledge that they are responsible for compliance with their local import regulations, customs duties, agricultural import restrictions, and tax obligations related to chocolate and cacao products.

7. Force Majeure

Terroir Cocoa shall not be held liable for delays or failures in performance resulting from acts beyond our reasonable control, including but not limited to natural disasters, agricultural crop failures, government actions, supply chain disruptions, pandemics, or acts of God. Such events shall constitute Force Majeure under applicable law.

8. Legal Inquiries & Contact

For questions regarding this Governing Law, dispute resolution, or any legal matter related to Terroir Cocoa, please contact our legal compliance team:

Disclaimer: This page is provided for informational purposes and does not constitute legal advice. Terroir Cocoa recommends that parties with complex commercial arrangements consult independent legal counsel. This document serves as a template and should be reviewed by qualified legal professionals to ensure compliance with applicable local, state, and international regulations.