RB1 Reservation platform: conditions

Barry Callebaut has set up the present online platform (the “Platform”) to implement a temporary reservation process whereby professional customers in the pastry, bakery and confectionary sector can reserve certain volumes of the new ruby chocolate products (the “Product”) and whereby those reserved Products can be, at the choice of the customer, sold and supplied on a first in/first out basis either directly by Barry Callebaut or by a distributor out of Barry Callebaut’s distributor network (hereafter the “Reservation Process” or the “Project”).

Your access and use of the Platform and participation to the Reservation Process is subject to the following reservation conditions (the “Reservation Conditions”). By accessing, using or contributing to this Platform, you accept, without limitation or qualification the following Reservation Conditions.

Barry Callebaut reserves the right to modify or revise these Reservation Conditions from time to time, in its sole discretion, by updating this posting. You are 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, Pfingstweidstrasse 60, 8005 CH, Zürich, Switzerland. Where appropriate, the term “Barry Callebaut” may also refer to any other affiliate member of the Barry Callebaut group.

The Reservation Process shall be implemented and reservations shall be made according to the following conditions:

I. The Project, Reservation Process and access to and use of the Platform are subject to prior acceptance by the customers of: 
- Barry Callebaut’s privacy and cookie policy
- Barry Callebaut General Terms and Conditions of Sale
- The present Reservation Conditions

II. Reservations through the Platform (“Reservations”) shall be considered to be non-binding expressions of interest by a customer whereby such customer reserves a certain quantity of Products through the Platform in accordance with the Reservation Conditions.

III. The Reservation Process will only be active and Reservations shall only be possible during the period starting from March 1, 2019 until the earliest of the following dates, whichever date comes sooner:

• March 1, 2019;
• Date upon which the limited supply of Products has been exhausted as determined by Barry Callebaut.

(the “Reservation Term”);

IV. The Reservation Process is only targeted at professional (business to business ) customers and only business to business customers are allowed to make Reservations, the provision of a valid VAT number and customer number being a requirement;

V. The Reservation Process will only be active and Reservation will only be possible for so long as a supply of Products is available as determined by Barry Callebaut and nothing contained in these Reservation Conditions or the Platform can be deemed to impose on Barry Callebaut any obligation to reserve and maintain available productive capacity of Products for either distributors or for customers;

VI. Reservations will be conditional upon the following minimum and maximum volume requirements, which requirements can be revised by Barry Callebaut at any time during the implementation of the Project:

• minimum volume requirement per Reservation: 20 kg
• maximum volume requirement per Reservation: 200 kg

VII. Reservations shall be implemented on a first-in/first-out basis;

VIII. Reservations shall not constitute orders. Orders, confirmation of orders and selling will be implemented outside of the scope of the Reservation Process, at the option of the customer, either directly with Barry Callebaut pursuant to the terms and conditions agreed between Barry Callebaut and the customer or through distributors pursuant to the terms and conditions agreed between each distributor and customer respectively;

IX. Reservations shall be made on the basis of price references shown on the Platform which are merely of an indicative nature and nothing contained in these Reservation Conditions or the Platform shall be construed as placing any restriction on either Barry Callebaut or on any of the participating distributors regarding the free determination of the end selling price of the Products;

X. Barry Callebaut shall endeavor to inform the participating distributors of the potential commencement of effective production and sale of the Products, following which it shall be the responsibility of the participating distributors to inform its customers and offer its customers the opportunity to order the Products directly with the participating distributor;

XI. The sale and supply of Products by Barry Callebaut, either to customers directly or to participating distributors, which results from Reservations shall be governed in full by the Barry Callebaut General Terms and Conditions of Sale of the applicable Barry Callebaut entity, subject to any other agreed upon terms between the parties and to the full exclusion of any general terms and conditions of purchase of the respective customer or distributor;

XII. 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;

XIII The term “ruby” in relation to the Products is used to describe the 4th type of chocolate. Barry Callebaut makes no representations and extends no warranties that the use of the term “ruby” to describe the Products shall not give rise to any claims from third parties on the basis of intellectual property rights. Barry Callebaut expressly disclaims any responsibility whatsoever, with respect to dilution or infringement of any intellectual property rights of third parties regarding the use of the term “ruby” to describe the Products;

These terms were last updated on 19 February 2018, and are effective as of that date.