Terms & Conditions
- Title to Communal Brands Products passes to Buyer when they have been loaded upon a common carrier at [Importer’s] premises or designated warehouse and risk of loss passes to Buyer upon the earlier of delivery, or placement with a carrier. Buyer shall pay all taxes and shipping costs. Payment for Products is due to Importer within 30 days of invoice. Payment shall be by EFT, or otherwise as Importer may direct in writing. Payments over 30 days shall be subject to interest at 1.5% per 30-day period. Importer reserves the right to reassess Buyer’s creditworthiness, or require payment CBD or COD, at any time. Buyer acknowledges these Terms and Conditions constitute a security agreement between Importer as secured creditor, and Buyer, as debtor, for the purposes of the Uniform Commercial Code. Buyer agrees to execute and deliver to Importer such financing statements and other instruments as Importer may reasonably request to perfect its security interest. Importer is not liable for any incidental, consequential or special damages, interest, costs or expenses, or for loss of use or lost profits or wages, incurred by Buyer in any fashion or manner in connection with the sale or use of the goods, whether or not Importer knew such damages might be incurred and Buyer may not off-set any costs against the invoice payment unless approved in writing by Importer.
- Sample policy is capped at 2% of purchases and will be sent to you in the form of a credit memo to be applied to outstanding invoices. Before any credit memo is issued, a Sample Report must be sent (on a monthly basis) by you to our office, email@example.com, so we can see where our wines are being shown and how the market responds to them. Also, on a quarterly basis, a basic Sales Report with info that we can pass along to our producers needs to be sent. These Depletion Reports should include account info and items/quantities purchased.
- Distributor buyers shall: (a) possess all necessary state and federal licenses and permits and will keep the same in force; (b) protect Importer’s trademarks, confidential information and business plans and shall cooperate with Importer (at Importer’s cost) in the defense or prosecution of any action related to Importer’s trademarks or confidential information; (c) not transfer their rights to distribute Importers Products unless they have obtained permission in writing from Importer to do so; (d) provide such storage, warehousing, delivery, merchandising, marketing and sales service to Importer as shall be necessary to properly market, sell and protect the Products, and (e) provide such depletion, sales and other reports as Importer shall from time-to-time request.
- If the law of the state in which Distributor does business requires procedures, times within which to act, respond to notices or cure defaults other than those set forth in these Terms and Conditions, such laws and regulations shall apply; provided, however, that the obligations, rights and responsibilities of Distributor shall be interpreted as set forth in these Terms and Conditions to the fullest extent not inconsistent with such law or regulation.
- New York law governs these Terms and Conditions. The term of Distributor’s appointment is at-will, is renewable annually on thirty days notice, and may be terminated by Importer on thirty days notice. Breach of any promise made by Distributor or failure of Distributor to meet depletion and account placement requirements mutually agreed to between the parties shall be “good cause” for any state law. If any dispute occurs related to Importer, Importer Products or Distributor’s rights to continue distributing Importer Products, Distributor agrees that the same shall be resolved by arbitration in [location city of Importer] under the Comprehensive Rules and Procedures of JAMS or its successor then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of the arbitrator shall be final and binding on the parties. The arbitrators are not empowered to award damages in excess of compensatory damages, but shall include in the final award an allocation of attorneys’ fees, costs and expenses incurred in the arbitration, whether or not such fees, costs and expenses would otherwise be recoverable under applicable statutes and rules of court. The arbitrator shall render the award in writing, explaining the factual and legal basis for decision as to each of the principal controverted issues. The parties and each of them expressly agree that any petition to confirm, modify or enforce the arbitral award, other than for non-payment of goods sold and delivered, shall be resolved in a State or Federal Court of competent jurisdiction in [location city of Importer], to which jurisdiction the parties submit.
- Importer reserves the right to establish standards of re-sale for its products that protect the brand image and value and specifically reserves the right to terminate sales to accounts that engage in below-cost price promotions that harm the brand, or in practices (such as bait and switch) that are anti-competitive or violate the law of any state. Importer also reserves the right to terminate sales to accounts that repeatedly use “lost leader” advertising on its products that damages the image or reputation of the brand.
- These Terms and Conditions apply to any goods purchased from Importer by Distributor; provided, however, these terms and conditions shall be subject to the terms of any mutually executed written Agreement between Distributor and Importer. Distributor or Buyer’s submission of a purchase order for any Importer product shall constitute agreement to these Terms and Conditions