Terms of Sale
These Terms of Sale (the “Agreement”) constitute a legally binding agreement between Wilson Daniels LLC (“Wilson Daniels,” “we,” “us” and “our”) and you (“you” or “your”). By placing an order with Wilson Daniels, you agree to be bound by the terms below.
BY PLACING AN ORDER WITH US, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 21 YEARS OLD.
CHANGES TO THE AGREEMENT
We may change this Agreement without notice. Any such changes will automatically apply to purchases made on and after the date of such change.
TITLE AND RECEIVING AGENT
When you purchase wine from us, you receive title after (1) you pay for the wines and (2) the wines have been delivered to Vinfolio on your behalf. Vinfolio acts as the exclusive receiving agent for all of our direct customers, and you must first register for a Vinfolio account before ordering wine from us. You are solely responsible for the storage and shipment of wines and for any loss or damage to the wines once they have been delivered to you in care of Vinfolio.
The following terms and conditions apply to non-California residents:
– Wilson Daniels makes no representation to the legal rights of anyone to ship or import wines into any state outside of California.
– You acknowledge and agree that various states impose limitations on the quantity of alcoholic beverages that may be purchased and brought into their jurisdictions without requiring the purchaser, the seller, or the shipper to possess certain licenses or permits.
– WILSON DANIELS DISCLAIMS, AND YOU AGREE TO ASSUME, ALL OBLIGATION AND RESPONSIBILITY WHATSOEVER FOR APPLYING FOR OR OBTAINING ANY SUCH PERMITS OR LICENSES AND FOR ANY REPORTING OBLIGATIONS.
– You will pay all applicable excise, use and sales taxes and fees related to your purchase of wines from Wilson Daniels.
– Prices do not include sales tax unless otherwise noted.
– We sell directly to consumers only wines of extraordinary quality and distinction. Please let us know immediately if you perceive a defect in wine you have purchased from us. We will respond promptly, considering your case in context; however, please understand that wines we sell are not returnable, except in cases of defects present upon delivery to you or our inadvertent delivery of wines that do not match your original order.
– If you wish to return a wine you believe to be defective, we may ask you to return the wine, even if the bottle has been opened. If we determine the wine was defective when shipped, we will either refund the purchase price or exchange the wine, as permitted by law and in our discretion.
“PRE-ARRIVAL” OR “WINE FUTURES”
Pre-arrival wines (aka wine futures) are wines that, at the time of sale, have not yet arrived in our warehouse. PROJECTED AVAILABILITY DATES FOR PRE-ARRIVAL WINES ARE ESTIMATES ONLY. WE HAVE NO CONTROL OVER THE AVAILABILITY OF PRE-ARRIVAL WINES, AND WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH A PRE-ARRIVAL WINE NOT MEETING ITS ESTIMATED AVAILABILITY DATE. You acknowledge and understand that new or additional federal, state or local taxes, duties, or fees may be imposed upon Your purchase of a pre-arrival wine between order confirmation and delivery, and that You are solely responsible for such new or additional federal, state or local taxes, duties or fees.
Product descriptions are drafted in good faith, but we cannot guarantee that product descriptions and/or specifications, pricing or any other content are accurate, complete, reliable, current or error-free. If information is incorrect due to typographical, informational, technical or other errors, Wilson Daniels will not be liable for any loss or discrepancy with accurate data.
PRICES DO NOT INCLUDE STATE AND LOCAL SALES TAX. Occasionally, despite our best efforts to be accurate, a product may appear on the website or offer of Wilson Daniels with an inaccurate price. If a product’s correct price is higher than the stated the price, Wilson Daniels will, at Wilson Daniels’s sole discretion, either contact You for instructions before shipping or cancel Your order and notify You of such cancellation.
REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
a) Representations and Warranties. Wilson Daniels represents and warrants that: (1) for all wines purchased by You from Wilson Daniels, Wilson Daniels has good title to the wines and the transfer of Wilson Daniels’s title in and to the wines shall be free and clear of liens, claims, or encumbrances; and (2) the wine that You purchase from Wilson Daniels is sourced directly from the producer and is the wine identified and described by the bottle’s label.
b) DISCLAIMERS.EXCEPT AS EXPRESSLY SET FORTH HEREIN, WILSON DANIELS HEREBY DISCLAIMS ALL WARRANTIES. THE WINES AND OTHER PRODUCTS PURCHASED FROM WILSON DANIELS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WILSON DANIELS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WINES AND OTHER PRODUCTS PURCHASED FROM WILSON DANIELS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
C) LIMITATION OF LIABILITY.THE LIABILITY OF WILSON DANIELS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL WILSON DANIELS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO WILSON DANIELS ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE OF WINE OR OTHER PRODUCTS FROM WILSON DANIELS. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, IN THE EVENT THAT WILSON DANIELS IS UNABLE TO DELIVER ANY WINES OR IN THE EVENT OF ANY BREACH OF WARRANTY, WILSON DANIELS’S SOLE OBLIGATION, AND YOUR SOLE AND EXCLUSIVE REMEDY, WILL BE FOR WILSON DANIELS TO REFUND TO YOU THE FULL AMOUNT OF THE PURCHASE PRICE.
D) APPLICATION.THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND WILSON DANIELS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WILSON DANIELS OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
You agree to defend, indemnify and hold harmless Wilson Daniels and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors and assigns from and against any and all claims, actions, demands, causes of action and other proceedings, including but not limited to legal costs and attorneys’ fees, arising out of or relating to: (i) Your breach of any representation or warranty contained in this Agreement; or (ii) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation.
GOVERNING LAW; JURISDICTION & VENUE
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO SAN FRANCISCO, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
This Agreement, together with any ordering document or electronic order, constitutes the entire agreement between Wilson Daniels and You concerning Your purchase of wine or other products from Wilson Daniels. This Agreement may only be modified by a written amendment signed by an authorized executive of Wilson Daniels. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Wilson Daniels. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.