Terms and Conditions | Proof by Southern Glazer's

Terms Of Sale

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLYTO 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 THAT HAVE THE AUTHORITY TO LEGALLY BIND THE CUSTOMER PRIOR TO CUSTOMER ORDERING ANY PRODUCT FROM OUR SITE. ONLY AUTHORIZED REPRESENTATIVES ARE PERMITTED TO PLACE ORDERSAND 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 ORDERING PRODUCTS, YOU AGREE:(a) YOU ARE AN AUTHORIZED REPRESENTATIVE TO PURCHASE PRODUCTS ON BEHALF OF THECUSTOMER; (b) YOU ARE AT LEAST 21 YEARS OLD; and (c) THAT AN AUTHORIZED REPRESENTATIVETO 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 PLACINGAN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE LISTED AS ANAPPROVED REPRESENTATIVE AND HAVE THE AUTHORITY TO BIND THE CUSTOMER, YOU ARE OFLEGAL AGE (AT LEAST 21 YEARS OLD), AND THAT THE CUSTOMER SHALL BE BOUND BYTHESE TERMS AND CONDITIONS OF THIS SITE AND THE PURCHASE OF ANY PRODUCTS.

These terms and conditions (these “Terms”) apply to the purchase and sale of productsthrough shop.sgproof.com (the “Website”). Subject to applicable statealcohol beverage laws, these Terms are subject to change by Southern Glazer'sWine and Spirits, LLC dba shop.sgproof.com (referred to as “us”, “we”,or “our” as the context may require) without prior written notice at anytime, in our sole discretion. Any changes to the Terms will be in effect as ofthe “Last Updated Date” referenced on the Website. You should review theseTerms prior to purchasing any products that are available through this Website.Your continued use of this Website after the “Last Updated Date” willconstitute your acceptance of and agreement to such changes.

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.

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.

Prices and Payment Terms.

     (a)     Subject to applicable state alcohol beverage laws, all prices, discounts, andpromotions posted on this Website are subject to change without notice. Theprice charged for a product will be the price in effect at the time the orderis placed and will be set out in your order confirmation email. Price increaseswill only apply to orders placed after such changes. Unless expresslyindicated, posted prices do not include taxes or charges for delivery andhandling. All such taxes and charges will be added to your merchandise total,and will be itemized in your shopping cart and in your order confirmationemail. We strive to display accurate price information, however we may, onoccasion, make inadvertent typographical errors, inaccuracies or omissionsrelated to pricing and availability. We reserve the right to correct anyerrors, inaccuracies, or omissions at any time and to cancel any orders arisingfrom such occurrences subject to applicable state alcohol beverage law.

     (b)     Subjectto applicable state alcohol beverage laws, we may offer from time to timepromotions that may affect pricing and that are governed by terms andconditions separate from these Terms. If there is a conflict between the termsfor a promotion and these Terms, the promotion terms will govern.

     (c)     A discounted price indicates the price is less,by approximately the amount of the discount, than a manufacturer's recommendedprice.

     (d)     Subject to applicable state alcohol beverage laws, terms of payment, including whenpayment is due, are within our sole discretion. Subject to applicable statealcohol beverage laws, we may accept VISA, MasterCard, and American Expresscredit cards for purchases. You represent and warrant that in the event acredit card payment is acceptable that: (i) the credit card information yousupply to us is true, correct and complete, (ii) you are duly authorized to usesuch credit card for the purchase, (iii) charges incurred by you will behonored by your credit card company.,. Orders will be reflected on the invoicegenerated at the time your orders are processed and will include payment terms.

Pickup; Delivery; Title and Risk of Loss.

(a) 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.

(b) Subject to applicable state alcohol beverage laws and Company policies, we may allow you to pick up your order. In the case of pick up, title and risk of loss pass to you upon our transfer of the products to you or your representatives at the place of pick up.
Returns, Refunds and Exchanges. Returns, refunds and exchanges are governed by applicablestate alcohol beverage laws. Customer will be responsible for contacting thesales consultant or customer service to discuss any returns, refunds orexchanges, all of which must be pre-approved by us.

Manufacturer's Warranty and Disclaimers. We do not manufacture or control any of the productsoffered on our Website. The availability of products through our Website doesnot indicate an affiliation with or endorsement of any product, service ormanufacturer. Accordingly, we do not provide any warranties with respect to theproducts offered on our Website. However, the products offered on our Website maybe covered by warranties from the manufacturer.

TO THEFULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OFANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUTNOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESSFOR PARTICULAR PURPOSE.

SOMEJURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHERWARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRMTHAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OFWARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TOHONOR ITS WARRANTY OBLIGATIONS TO YOU.

Limitation of Liability.IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTYFOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE ORENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUTOF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS,REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WEWERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLETHEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE ANDENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDYFOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FORTHE PRODUCTS YOU HAVE ORDERED THROUGH OUR WEBSITE.

Thelimitation of liability set forth above shall only apply to the extentpermitted by law.

Goods Not for Export. You represent and warrant that you are buying products fromthe Website for sale at your premises pursuant to applicable alcohol beveragelaw, and that you will not transfer the products to a retail account in anotherstate or country.

Privacy.We respect your privacy and are committed to protecting it. Our PrivacyPolicy governs the processing of all personal data collected from you inconnection with your purchase of products through the Website.

Force Majeure. We will not be liable orresponsible 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 theextent such failure or delay is caused by or results from acts or circumstancesbeyond our reasonable control, including, without limitation, acts of God,flood, fire, earthquake, explosion, governmental actions, war, invasion orhostilities (whether war is declared or not), terrorist threats or acts, riotor other civil unrest, national emergency, revolution, insurrection, epidemic,lockouts, strikes or other labor disputes (whether or not relating to ourworkforce), or restraints or delays affecting carriers or inability or delay inobtaining supplies of adequate or suitable materials, materials or telecommunicationbreakdown or power outage.

Governing Law and Jurisdiction. All mattersrelating to these Terms of Sale or the purchase of products from the Website,and any dispute or claim arising therefrom or related thereto (in each case,including non-contractual disputes or claims), shall be governed by andconstrued in accordance with the internal laws of the state in which theproduct is to be delivered or has been delivered. Any legal suit, action, orproceeding arising out of, or related to, these Terms of Sale shall beinstituted exclusively in the federal courts of the United States or the courtsof the State of Florida in each case located in the City of Miami and County ofMiami-Dade, although we retain the right to bring any suit, action, orproceeding against you for breach of these Terms of Sale in your county ofresidence or any other relevant county. You waive any and all objections to theexercise of jurisdiction over you by such courts and to venue in such courts.

Dispute Resolution and Binding Arbitration.

YOU AND SOUTHERN GLAZER'S WINE ANDSPIRITS, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURTOR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTIONWITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURTMAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY(WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT ORFUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONALTORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM ORRELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE WEBSITE, WILL BERESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will beadministered by the American Arbitration Association (“AAA”) inaccordance with the Commercial Arbitration Rules (the “AAA Rules”) thenin effect, except as modified by this Section 12.(The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at1-800-778-7879.) The Federal Arbitration Act will govern the interpretation andenforcement of this section.

The arbitrator will have exclusiveauthority to resolve any dispute relating to arbitrability and/orenforceability of this arbitration provision, including any unconscionabilitychallenge or any other challenge that the arbitration provision or theagreement is void, voidable, or otherwise invalid. The arbitrator will beempowered to grant whatever relief would be available in court under law or inequity. Any award of the arbitrator(s) will be final and binding on each of theparties, and may be entered as a judgment in any court of competentjurisdiction.

You agree toan arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILLBE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASSREPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Thearbitral tribunal may not consolidate more than one person's claims, and maynot otherwise preside over any form of a representative or class proceeding.The arbitral tribunal has no power to consider the enforceability of this classarbitration waiver and any challenge to the class arbitration waiver may only beraised in a court of competent jurisdiction.

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

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

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

NoWaivers. The failure by us to enforce any right or provision of these Termswill 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 andsigned by a duly authorized representative of Southern Glazer's Wine andSpirits, LLC.

NoThird-Party Beneficiaries. These Terms do not and are not intended toconfer any rights or remedies upon any person other than you.
Notices.

(a) ToYou. We may provide any notice to you under these Terms by: (i) sending amessage 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 weprovide by posting will be effective upon posting. It is your responsibility tokeep your email address current.

(b) ToUs. To give us notice under these Terms, you must contact us as follows:(i) by personal delivery, overnight courier, or registered or certified mail toGeneral Counsel, Southern Glazer's Wine and Spirits, LLC, 1600 NW 163^rdSt., Miami, FL 33169. We may update the address for notices to us by posting anotice on the Website. Notices provided by personal delivery will be effectiveimmediately. Notices provided by overnight courier will be effective onebusiness day after they are sent. Notices provided by registered or certifiedmail will be effective three business days after they are sent.

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 affectthe validity or enforceability of the remaining provisions of these Terms.

EntireAgreement. Our order confirmation, these Terms, our Terms of Use andour Privacy Policy will be deemed the final and integrated agreementbetween you and us on the matters contained in these Terms, provided thatadditional terms in our invoices will govern to the extent they do not conflictwith these Terms. In the event of an irreconcilable conflict between theseTerms and our invoices, these Terms will control.