SG PROOF TERMS OF SALE

Last Modified: June 30, 2023

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

 

YOU MUST BE OF LEGAL DRINKING AGE TO ENTER THIS SITE AND VIEW OUR PRODUCTS. WE ONLY SELL OUR PRODUCTS TO CUSTOMERS WHO HAVE PROVIDED SGWS CUSTOMER SERVICE WITH A COPY OF THEIR APPLICABLE STATE ALCOHOL BEVERAGE LICENSE AND WHO HAVE PROPERLY REGISTERED WITH SGWS. PROPERLY REGISTERED CUSTOMERS MUST PROVIDE SGWS A LIST OF AUTHORIZED REPRESENTATIVES WHO HAVE THE AUTHORITY TO LEGALLY BIND THE CUSTOMER PRIOR TO THE CUSTOMER ORDERING ANY PRODUCT FROM OUR SITE. ONLY AUTHORIZED REPRESENTATIVES ARE PERMITTED TO PLACE ORDERS AND MUST BE AT LEAST 21 YEARS OLD. WE DO NOT SELL ALCOHOL TO PEOPLE UNDER THE AGE OF 21 YEARS OLD. 

BY USING THIS WEBSITE AND/OR ORDERING PRODUCTS FROM SOUTHERN GLAZER’S WINE AND SPIRITS, LLC OR ITS AFFILIATES (REFERRED TO AS “SOUTHERN GLAZER,” “US,” “WE,” OR “OUR” AS THE CONTEXT MAY REQUIRE), YOU AGREE THAT: (A) YOU ARE AN AUTHORIZED REPRESENTATIVE TO PURCHASE PRODUCTS ON BEHALF OF THE CUSTOMER; (B) YOU ARE AT LEAST 21 YEARS OLD; AND (C) THAT AN AUTHORIZED REPRESENTATIVE OR CUSTOMER EMPLOYEE OVER 21 YEARS OLD WILL RECEIVE THE PRODUCT WHEN DELIVERED TO THE COMPANY’S LICENSED PREMISE.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR PRODUCTS FROM SOUTHERN GLAZER, YOU AFFIRM THAT YOU ARE LISTED AS AN APPROVED REPRESENTATIVE AND HAVE THE AUTHORITY TO BIND THE CUSTOMER, YOU ARE OF LEGAL AGE (AT LEAST 21 YEARS OLD), AND THAT THE CUSTOMER SHALL BE BOUND BY THESE TERMS AND CONDITIONS OF THIS SITE AND THE PURCHASE OF ANY PRODUCTS.

 

These terms and conditions (these “Terms”) apply to any purchase and sale of products through or from Southern Glazer, including without limitation through shop.sgproof.com (the “Website”). Subject to applicable state alcohol beverage laws, these Terms are subject to change by Southern Glazer without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any products from Southern Glazer. Your continued use of this Website will constitute your acceptance of and agreement to such changes.

 

1.  These Terms are an integral part of the Terms of Use that apply generally to the use of our Website. You should also carefully review our Privacy Policy before placing an order for products through this Website.

 

‌2.  Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us or, subject to applicable state alcohol beverage law, we will not be obligated to sell the products to you. Subject to applicable state alcohol beverage law, we may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

Payments must be made from a bank account and/or via a credit card (if a credit card is accepted by us) that belongs to the owner of a permit or license eligible to make the purchase in accordance with applicable law. Purchases through the Website may not be paid for by a personal bank account or credit card unless permitted by applicable law.

3.  Prices and Payment Terms.

1. Subject to applicable state alcohol beverage laws, all prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Unless expressly indicated, posted prices do not include taxes or charges for delivery and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences subject to applicable state alcohol beverage law.

 

2. Subject to applicable state alcohol beverage laws, we may offer from time to time promotions that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
3. A discounted price indicates the price is less, by approximately the amount of the discount, than a manufacturer’s recommended price.
4. Subject to applicable state alcohol beverage laws, terms of payment, including when payment is due, are within our sole discretion. Subject to applicable state alcohol beverage laws, we may accept VISA, Mastercard, and American Express credit cards, or electronic payments (such as Automated Clearing House or wire transfer) for purchases. You represent and warrant that in the event a credit card or electronic payment (including ACH) is acceptable to us, that: (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such form of payment for the purchase, (iii) charges incurred by you will be honored by your credit card company or bank. Orders will be reflected on the invoice generated at the time your orders are processed and will include payment terms.
5. These Terms also govern Automated Clearing House (“ACH”) transactions between the parties. To the extent you authorize ACH transactions, these Terms will be supplemented by the NACHA Operating Rules as they pertain to such transactions. When and if required by state alcohol beverage laws, or if we elect to do so, we will initiate ACH transactions to debit the bank account you have provided during registration or at any other time in the amount of the transaction authorized, and you authorize us to initiate such ACH transactions. You must provide us at least 30 days’ prior notice of any change to your banking or credit card information. Any charges for canceled, refused, overdraft, insufficient fund, or chargeback transactions will be charged to you, to the extent permitted by applicable law.   

4.  Pickup; Delivery; Title and Risk of Loss.

 

1. We will arrange for delivery of the products to your license premise only. Deliveries and delivery options are subject to the applicable state alcohol beverage laws. In the case of delivery, title and risk of loss pass to you upon our delivery of the products to you or your representative.
2. Subject to applicable state alcohol beverage laws and Company policies, we may allow you to pick up your order.  In the case of pickup, title and risk of loss pass to you upon our transfer of the products to you or your representatives at the place of pickup.

5.  Returns, Refunds and Exchanges. Returns, refunds and exchanges are governed by applicable state alcohol beverage laws. The Customer will be responsible for contacting the sales consultant or customer service to discuss any returns, refunds, or exchanges, all of which must be preapproved by us. 

‌6.  Manufacturer’s Warranty and Disclaimers. We do not manufacture or control any of the products offered on our Website. The availability of products through our Website does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products offered on our Website. However, the products offered on our Website may be covered by warranties from the manufacturer. 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

7.  Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, STATUTORY OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH, ANY BREACH OF THESE TERMS OR YOUR PURCHASE OF PRODUCTS FROM SOUTHERN GLAZER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO SOUTHERN GLAZER FOR THE PRODUCTS SOLD TO YOU BY SOUTHERN GLAZER LESS SOUTHERN GLAZER’S COST FOR SUCH PRODUCTS.

 

The limitation of liability set forth above shall only apply to the extent permitted by law.

8.  Goods Not for Export. You represent and warrant that you are buying products from Southern Glazer for sale at your premises pursuant to applicable alcohol beverage law, and that you will not transfer the products to a retail account in another state or country.

9.  Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products from Southern Glazer.

10.  Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

 

11.  Governing Law and Jurisdiction. All matters relating to any dispute between you and Southern Glazer (including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the state in which the product is to be delivered or has been delivered. In the event that your and our agreement to arbitrate (as described further below) is found to be unenforceable for any reason, any legal suit, action, or proceeding by you shall be instituted exclusively in the federal courts of the U.S. District Court for the Southern District of Florida (Miami Division) or the courts of the State of Florida located in the City of Miami and County of Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

12.  Dispute Resolution and Binding Arbitration.

 

YOU AND SOUTHERN GLAZER ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE ANY CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY CLAIM. OTHER RIGHTS THAT YOU OR SOUTHERN GLAZER WOULD HAVE IF YOU OR SOUTHERN GLAZER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

 

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND SOUTHERN GLAZER WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

The arbitration will be conducted by a panel of three arbitrators and administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration shall take place in the City of Miami and County of Miami-Dade, Florida, at a place convenient to the parties and so designated by the arbitrators.

The arbitrators will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrators will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrators will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

You and Southern Glazer agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitrators may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrators have the power to consider the enforceability of this class arbitration waiver and to address any challenge to the class arbitration waiver.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

CALIFORNIA RETAILERS: This Dispute Resolution and Binding Arbitration section, including the class action waiver, applies to all claims that you or Southern Glazer may assert in the future, including claims about past transactions or future transactions, except it does not apply to the claims currently pending in the case of Roma Mikha, Inc. et al. v. Southern Glazer’s Wine and Spirits, LLC, Civil Action No. 8:22-cv-01187-FWS-ADS in the United States District Court for the Central District of California, for which prior agreements will govern.

13.  Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

 

14.  No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Southern Glazer’s Wine and Spirits, LLC.

15.  No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

 

‌16.  Notices.

1. To You. We may provide any notice to you under these Terms by (i) sending a message to the email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
2. To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier, or registered or certified mail to General Counsel, Southern Glazer’s Wine and Spirits, LLC, 1600 NW 163^rd St., Miami, FL 33169. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

17.  Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

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18.  Entire Agreement. Our order confirmation, invoices, these Terms, our Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these documents. In the event of an irreconcilable conflict between our order confirmation, invoices, these Terms, our Terms of Use, or our Privacy Policy, these Terms will control.