1. Governing Law
All agreements, transactions, and relationships formed between Terroir Cocoa S.A. and its customers, partners, distributors, or website users shall be governed by and construed in accordance with the laws of the Republic of Ecuador, without regard to its conflict of law principles. This includes, but is not limited to, the Code of Obligations and Contracts, the Consumer Protection Law, and applicable regulations from the Superintendencia de Compañías, Valores y Seguros.
2. Jurisdiction & Venue
Any legal action, claim, or dispute arising out of or in connection with these terms, our website, product sales, or business relationship shall be subject to the exclusive jurisdiction of the competent courts and tribunals located in Quito, Pichincha, Ecuador. All parties expressly waive any objection to venue or forum non conveniens in these jurisdictions.
3. Dispute Resolution & Mediation
Before initiating any formal legal proceedings, Terroir Cocoa and the opposing party agree to attempt to resolve the dispute through good-faith negotiation. If unresolved within 30 days, both parties consent to binding mediation administered by the Ecuadorian Chamber of Commerce or an internationally recognized alternative dispute resolution body. If mediation fails, disputes shall be resolved through binding arbitration under the rules of the Permanent Court of Arbitration, conducted in English or Spanish.
4. International Transactions & Export Compliance
For cross-border sales and wholesale agreements, Terroir Cocoa complies with the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless explicitly excluded in writing. All export transactions are subject to Ecuadorian customs regulations, phytosanitary standards, and international food safety guidelines established by the Codex Alimentarius.
5. Severability
If any provision of this Governing Law agreement is deemed invalid, unenforceable, or contrary to mandatory statutory provisions by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.
6. Amendments & Updates
Terroir Cocoa reserves the right to modify, update, or amend this Governing Law notice at any time to reflect changes in legislation, regulatory requirements, or business practices. Continued use of our website, products, or services following the posting of updated terms constitutes acceptance of such changes. The most recent version will always be available at /11.-governing-law.
7. Language & Interpretation
This document is published in English for international accessibility. In the event of any discrepancy or conflict in interpretation between the English version and the official Spanish legal documentation held by Terroir Cocoa S.A., the Spanish version shall prevail for domestic matters, while the English version shall govern international commercial agreements unless otherwise specified in a signed contract.
⚖️ Disclaimer: This page outlines the general governing law and jurisdictional framework for Terroir Cocoa. It does not constitute legal advice. Specific commercial contracts, wholesale agreements, or employment terms may contain additional jurisdictional clauses and shall supersede this general notice where applicable.
Legal & Compliance Inquiries
📧 Email: legal@terroircocoa.com
📞 Phone: +593 99 123 4567 (Ext. 801)
📍 Registered Office: Av. Amazonas N34-109 & Eloy Alfaro, Quito, Ecuador
🕐 Business Hours: Mon–Fri, 9:00 AM – 5:00 PM (ECT)