Terms & ConditionsLast Updated: June 6, 2020
This website is owned and operated by VF Wine, Inc., doing business as new Vinfolio and related entities (collectively, "Vinfolio").
Free registration on this website provides the ability to store frequently used information such as wine queries and personal information used to speed check-out, as well as access to VinCellar software, auction prices and premium third-party content licensed by Vinfolio.
Upon registration, User must provide a working email address and a password. User, or user's authorized representative, must ensure that these remain confidential at all times and agrees that User is solely and entirely responsible for all activities which occur under User email address and password. User must notify Vinfolio immediately if User becomes aware of any unauthorized use of User email address and password. Each User email address and password must be used by a single user and/or User's authorized representative(s) and is not transferable. Vinfolio may suspend or terminate access to an account if it suspects unauthorized or improper use.
As a condition of use of this website, User expressly agrees not to use the website, the VinCellar software, or other Internet services provided by Vinfolio for any purpose that is unlawful or prohibited by these Terms. User agrees to abide by all applicable local, state, national, and international laws and regulations. User agrees that User is solely responsible for all acts or omissions that occur under User's account including the content of transmissions through Vinfolio's service.
Without Vinfolio's prior written consent User may not reproduce, distribute, modify, create or display derivative works based on, repost or otherwise use the content of this website. Nothing contained herein shall be construed as conceding any license or right under any copyright or other intellectual property right.
User agrees not to
- attempt to access this website or any of its content if User is under the legal drinking age of the jurisdiction from which User accesses this website;
- upload, post or otherwise transmit through or to this website any content that:
- is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory or otherwise objectionable;
- might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others;
- contains any computer viruses or any other harmful programs or elements;
Vinfolio reserves the right to monitor, review, retain, and/or disclose any information necessary to satisfy any applicable law, regulation, legal process or legitimate governmental request.
"Upload" means to post, enter, or otherwise provide to this website or the VinCellar software. "Contribution" means any tasting notes, comments, photos, data, or other information or materials that a user Uploads and is either displayed solely to the User or publicly. "User owned Contribution" means a Contribution that User, rather than a third party, owns.
By Uploading any Contribution, User represents and warrants that User has the right to Upload that Contribution. User will not Upload any Contribution that User does not have the right to Upload.
Vinfolio will provide a means by which User may designate that a Contribution is not a User-owned Contribution. User will make all such designations appropriately and accurately; absent such designation, Vinfolio may rely upon User's warranty that the Contribution is a User-owned Contribution.
User hereby grants Vinfolio an irrevocable, perpetual, worldwide, fully-paid, non exclusive license to create derivative works of each User-owned Contribution and to use, reproduce, modify, adapt, publish, perform and display the User-owned Contribution and its derivative works, so long as User is not identified as the source thereof; provided, however, that if User authorizes Vinfolio to identify User as the source, then User will be so identified. User represents and warrants that User has the right to grant the foregoing license.
User acknowledges that Vinfolio has no obligation to screen, and does not screen, Contributions when they are Uploaded. Vinfolio will not maintain or utilize Contributions after they have been deleted by the User. Exceptions to this are wine label photo contributions that have been verified by our data team and made available to all Users.
Vinfolio reserves the right to terminate access to Vinfolio services and websites at any time. In such event:
- User is no longer authorized to access Vinfolio.
- User will continue to be subject to and bound by all restrictions imposed on User by these Terms and
- All licenses granted by User and all disclaimers by Vinfolio and limitations of Vinfolio's liability set out in these Terms or elsewhere on Vinfolio's websites or documentation will survive.
If User is dissatisfied with any portion of the service, or with any of these Terms, User's sole and exclusive remedy is to discontinue using the website. This Agreement is effective until terminated by either party.
Vinfolio MarketplaceMarketplace: Basics and Definitions
Legal age requirement
Wines may be purchased/sold by and delivered only to persons who are at least 21 years old in the U.S or such other minimum age as is required in non U.S. jurisdictions ("Legal Age"). Customer represents that:
- Customer is at least of Legal Age and
- The person to whom any wine will be delivered is also of Legal Age.
Any wine may be offered for sale via the Marketplace provided it meets the following criteria:
- 1970 or later vintage
- Less than or equal to 6 liter bottle size
- Located at a Vinfolio designated storage facility
- Registered for commercial sale within the U.S.
- Seller's set wine prices must fall within the Vinfolio Pricing Guidelines.
Public auction general terms
All auctions are conducted in accordance with California Civil Code sections 1812.600 through 1812.610 under the authority of Vinfolio's California License No. 20-587518 and California Bond No. 57BSBHU5216. Vinfolio's business is based at 200 Green Street, Suite 100, San Francisco, CA 94111 (Tel: 415-946-1300). Seller agrees that Vinfolio, in its sole discretion, shall have the unrestricted right to offer such Auction Items at public auction until either unmarked for sale or Seller accepts a Bid subject only:
- To the terms and conditions set forth herein and
- To any and all applicable laws, rules and regulations, including without limitation all alcoholic beverage laws, rules and regulations, now or hereafter in existence.
Acting as Seller's marketing agent and auctioneer, Vinfolio shall have complete discretion to determine the following:
- The manner in which the online auction is conducted, and the conditions of sale now or hereafter in effect and governing said auction sale.
- Illustration or photographic reproduction if any, and/or description of the Property in an email solicitation, on Vinfolio's site(s), third-party sites, or in any other manner in accordance with applicable law.
Any User may mark Eligible Wine for sale (each an "Auction Item, collectively, the "Inventory" of the items to be sold at auction) in the Marketplace via User's VinCellar account with a firm commitment to sell such Auction Item as each Auction Item's sale is subject to the event of a Bid meeting or exceeding the BUYNOW or Hidden Reserve price set by the User. Such user may unilaterally modify its current Inventory through additions or deletions at any time prior to a sale. Such User shall hereafter be referred to as a "Seller". Seller must legally be able to sell the Auction Items and will not mark items for sale which it does not own and physically possess (no futures or pre-arrivals). In particular, Seller represents and warrants that Seller has the right, title, and authority to sell the Auction Items; and that each Auction Item is free and clear of all liens, claims, and encumbrances of any type or kind at the time any Bid is accepted and at all times until title has transferred thereafter. Auction Items shall be offered for sale online starting within 15-30 minutes of the wine being listed by Seller (subject to the website being operational) and shall continue to be offered for sale until such date as Seller accepts a Bid or has unmarked them for sale. Any Seller must have the ability to form a legally binding contract under applicable law. By accepting any Bid, Seller acknowledges and agrees it is entering a binding legal contract to complete the sale subject to other terms and conditions herein.
Any User who places a Bid for an Auction Item shall be referred to as a "Bidder" and if the Bidder's Bid is accepted by a Seller, then Bidder shall be referenced as the "Winning Bidder."
Vinfolio pricing guidelines
The Seller's price for an offered wine must fall within an acceptable price range set by Vinfolio (the "Vinfolio Pricing Guidelines"). The Vinfolio Pricing Guidelines ensure that offered wines support the integrity of the Marketplace platform for all Sellers and Bidders. Vinfolio reserves the right to refuse any wine to be offered, or to delist any wine, that is not priced within the Vinfolio Pricing Guidelines. Notwithstanding the foregoing, Vinfolio reserves the right in its sole discretion to allow wine that does not conform to the Vinfolio Pricing Guidelines to be offered for sale in the Marketplace if, in Vinfolio's sole judgment, such pricing is justified based on certain characteristics of the wine or the offering.
If Seller is a member of the trade, such as a winery, importer or retailer ("Trade Seller"), Trade Seller must request its account be designated as a trade account to qualify for additional benefits by emailing firstname.lastname@example.org. Trade accounts must either:
- Store Auction Items at a Vinfolio designated facility or,
- Agree to deliver sold Auction Items to a Vinfolio designated facility within three (3) business days of accepting a Bid, or
- Make sold Auction Items available for local Vinfolio pick-up (without charge) within three (3) business days of accepting a Bid
Prospective Trade Sellers may also be asked to provide proof of licensing solely as a means for qualifying for Trade Seller benefits.
A "Bid" is comprised of a given quantity of a specific wine in a specific bottle size, fulfilled via either one or multiple purchases, may or may not have a price per bottle specified, and is optionally limited to Auction Items located solely in a Vinfolio designated storage facility. All Bids automatically expire after 30 calendar days (or such lesser or greater time as Bidder specifies when bidding).
Identity of Marketplace participants
Vinfolio shall not reveal the identity of either Bidders or Sellers to any person not employed or acting as a contractor, consultant, or affiliate of Vinfolio.
Vinfolio's role as Marketplace manager
Vinfolio, in its role as the auctioneer and manager of the Marketplace, shall act as a central point of customer service and shall monitor both Sellers' and Bidders' failure to perform obligations or complete purchases, as well as complaints about wine condition traced to a given Seller by tracking the origin of faulty bottles using the unique barcode label applied when each bottle is inspected by Vinfolio. Vinfolio shall track all such problems in a centralized Marketplace management system. REPEATED FAILURES TO PERFORM BY A BIDDER OR SELLER MAY ULTIMATELY LEAD TO SUSPENSION OF MARKETPLACE PRIVILEGES IN VINFOLIO'S SOLE DISCRETION.
Vinfolio's role as a Marketplace participant
- All employee or contractor accounts intended to be used for buying and selling activity in the Marketplace must be registered with Vinfolio's Compliance Dept. in advance of any transactions.
- All buying and selling transactions are reported for review by the Vinfolio Compliance Dept.
- Violations of Company policies and procedures subject the employee or contractor to immediate termination.
Placing a bid
To place a Bid, Bidder must provide a credit card with at least one month remaining before expiration and such card must be successfully pre-authorized for $40 (not charged) if in the past 10 days there has not been a previous successful pre-authorization to validate the Bidder's identity. By placing a Bid:
- Bidder agrees to such pre-authorization process.
- Bidder acknowledges and agrees it is entering a binding legal contract to complete a purchase upon acceptance of the Bid (or acceptance of part of the Bid's target quantity if Multiple Purchases specified as the Bid fulfillment method) by any Seller subject to other terms and conditions herein.
- Bidder authorizes Vinfolio to charge Bidder's credit card immediately on Bid acceptance by any Seller for the product of the Bid price per bottle times the quantity of bottles sold by Seller. No buyer's premium is added. If Multiple Purchases is specified as the Bid fulfillment method, this may result in multiple charges to Bidder's credit card to fulfill a single Bid.
- Bidder acknowledges that should the credit card provided fail to authorize the full amount of the transaction, then such Bid will be immediately cancelled and no transaction completed unless the Seller agrees to a delay of up to one business day to enable Vinfolio to secure payment. In no event shall Vinfolio be liable for the failure of a Bidder's credit card to authorize a transaction. In addition, FAILED TRANSACTIONS WILL ALSO BE RECORDED IN VINFOLIO'S MARKETPLACE MANAGEMENT SYSTEM AND MAY ULTIMATELY LEAD TO SUSPENSION OF BIDDER'S MARKETPLACE BIDDING PRIVILEGES.
Authorizing Vinfolio staff to place a bid as your agent
Vinfolio strongly recommends that Bidders place their own Bids. However, Vinfolio provides Bid placement services (acting on behalf of Bidder as agent) as a convenience to Bidders at their own risk. Vinfolio shall bear no responsibility for Bid pricing errors, failed Bids, or mistaken purchases of items not consistent with bidding instructions. Only Vinfolio staff functioning in the roles of wine specialist or personal cellar manager ("Authorized Staff") may place Bids on behalf of a Bidder. Bidder may delegate, through verbal instructions or in writing, partial or full discretionary authority to Authorized Staff to submit Bids as Bidder's agent within parameters consistent with such delegated authority. Bidder agrees and authorizes Authorized Staff to provide Bidder's credit card information, accept Vinfolio's terms, and any other required information to submit Bids on behalf of the Bidder.
Vinfolio shall notify Winning Bidder by email immediately upon a successful credit card authorization confirming the details of the successful Bid and the expected timeframe to fulfillment (see transfer of title to Winning Bidder). Vinfolio shall also notify Bidder by email if a credit card authorization fails with the details of the declined charge and the Bid to which it applied.
Sales taxes on Marketplace purchases
See Sales tax policy
Marketplace wine condition
Every bottle sold via the Marketplace must pass Vinfolio's inspection guidelines but is otherwise sold "AS IS". In particular, Vinfolio does not warrant any bottle's suitability for consumption as it is not possible to determine certain flaws through inspection alone or to know with certainty whether a particular wine has passed its useful life. Please check VinCellar's community tasting notes or other such sites for insights on the current drinkability of a particular wine. However, Vinfolio encourages Winning Bidders with complaints about the condition of a wine, or if they believe the item to have been misrepresented relative to Vinfolio's inspection guidelines, to contact Vinfolio Customer Service immediately to explain the circumstances and to provide the barcode label information needed to trace faulty sources. See Vinfolio's role as Marketplace manager.
Risk of purchase rescission
Should a transaction need to be partially or fully reversed because of a cancelled transaction by Seller, Winning Bidder's credit card will be credited for the reversed portion of the purchase. An email notification of the purchase rescission will be sent to the Winning Bidder documenting the details. Vinfolio store credits may be applied towards any purchases of goods or services through Vinfolio (including wine from the ecommerce store or shipping charges in the Marketplace) other than payment towards successful Bids in the Marketplace.
Vinfolio shall be entitled to deduct and retain from the proceeds of any sale of Auction Items a Seller's Commission, which shall be calculated as a percentage of the final gross purchase price subject to a minimum fee of $15 per bottle of any size. The Seller's Commission shall be 15% when sold from a U.S. location. Fee rates are subject to the minimum fee per bottle as applicable.
Seller promises and agrees to be fully responsible for, to pay and/or reimburse, and to bear any and all expenses that relate to ensuring the Auction Items are transferred and received by a Vinfolio designated facility (or designated partner facility). If a common carrier is being used to ship wine, Vinfolio's chosen carrier and shipping account must be used and Vinfolio will provide Seller with required shipping instructions with respect to any shipment. Seller acknowledges and agrees that the shipping charge will be billed to Seller's credit card upon shipment. For Trade Sellers, local pickups are provided at no additional charge.
Other expenses may include, but are not limited to, packing materials, labor (if packing services are requested on local pick-ups) and storage fees. If Vinfolio incurs any such costs on behalf of Seller, the relevant costs may be deducted by Vinfolio from proceeds of any sale of Auction Items payable to Seller. Seller shall incur no additional expenses or expenses for listing Auction Items for sale, and all advertising-related expenses shall be born solely by Vinfolio. Seller's commissions for Trade Sellers include insurance services on reasonable quantities of wine (determined in Vinfolio's sole judgment). Trade Sellers may remove wine from storage at any time without penalty, and Vinfolio may request that slow-moving items be returned to Trade Seller after three months.
Vinfolio as Bidder's agent
Seller acknowledges and agrees that Vinfolio from time to time provides Bid placement services on behalf of Bidder. In such cases Vinfolio is acting as agent of the Bidder and does not place Bids or participate as a Bidder on its own behalf. Only Vinfolio staff functioning in the roles of wine specialist or personal cellar manager ("Authorized Staff") may place Bids on behalf of a Bidder. Bidder may delegate, through verbal instructions or in writing, partial or full discretionary authority to Authorized Staff to submit Bids as Bidder's agent within parameters consistent with such delegated authority. Bidder agrees and authorizes Authorized Staff to provide Bidder's credit card information, accept Vinfolio's terms, and any other required information to submit Bids on behalf of the Bidder.
Bid acceptance by Seller
To accept a bid, Seller must meet several requirements
- Seller must be able to fulfill the Auction Item from a Vinfolio designated storage facility.
- Seller must provide a credit card with at least one month remaining before expiration which shall be used for identity verification and for charges such as shipping or cancelled transaction fees (see Cancelled transactions by Seller). In particular, upon Seller's first use of a particular credit card, such card must be successfully pre-authorized for $40 (not charged) upon bid acceptance to validate the Seller's identity. By accepting a bid, Seller acknowledges and agrees to such pre-authorization process on first use of any particular credit card.
- Seller shall agree to meet specific obligations regarding confirming the condition, quantity, and identity of the Auction Items being sold.
Auto-accept rules (BuyNow and Reserve prices)
Any Seller is required to set a public BuyNow price or a private Reserve price. Bids meeting or exceeding the Seller's BuyNow or Reserve price will be automatically accepted on Seller's behalf (assuming other selling requirements are also met). The price at which a Bid is accepted shall be as follows:
- If an Auction Item is accepted based on a BuyNow price, the Bidder will pay the BuyNow price even if the Bid price is higher.
- If an Auction item is accepted on the basis of the Reserve price, the Bidder will pay the Bid price.
- If a Seller has both a BuyNow and a Reserve price set for an Auction Item, the BuyNow price will always be applied as the basis of a bid acceptance.
In the event a Bid satisfies the BuyNow or Reserve price of more than one Seller, the determination of the Seller(s) selected to accept part or all of the Bid shall made by applying the following rules in order:
- Seller with the lowest BuyNow or Reserve price for the Auction Item.
- Seller with the largest quantity of the Auction Item marked for sale in the requested bottle size.
- Seller who has sold the largest cumulative gross value through the Marketplace since inception.
BuyNow and Reserve prices may optionally be set to expire on a date specified by the Seller and a minimum quantity per bid acceptance may also be optionally set. In setting BuyNow or Reserve price, Seller is pre-agreeing to Vinfolio's terms and conditions as of the future date of any Bid acceptance (notifications of changes to terms and conditions are always provided) and to the provisions of Bid acceptance by Selleras if the Seller had manually accepted the Bid. Seller may modify or delete BuyNow and Reserve prices at any time or temporarily suspend all such "auto-accept" prices until a given date.
Seller obligations after Bid acceptance
In the case when a wine is not located in a Vinfolio designated storage facility, Seller shall be required to convey and ship wine to Vinfolio within a limited time period (approximately two weeks). Seller agrees to obtain appropriate Styrofoam wine shipper packaging to protect wine during shipment and to follow Vinfolio's shipping procedures. Conveyance of Auction Items to Vinfolio by Seller is not a transfer of ownership of title and does not constitute the sale of goods. Vinfolio is acting solely as a bailee of the Auction Items subject to the terms and conditions set forth herein.
Vinfolio will inventory and inspect the Auction Items within five (5) business days of receipt. Vinfolio's inventory process includes verification of wine name, quantity, and bottle size. Inspection will be performed in accordance with Vinfolio's Inspection Guidelines (applied in its sole judgment) and include examination of the condition of labels, fills, corks, capsules and color plus an assessment of authenticity. Vinfolio accepts no liability for discrepancies between Seller's or third-party manifests, records, or beliefs concerning the Auction Items sent to Vinfolio and the result of Vinfolio's actual inventory. In the case of an unresolved discrepancy, Seller agrees to accept the result of Vinfolio's actual inventory.
Vinfolio will insure Seller's wine against loss by theft, fire or other means during the time such wine is an Auction Item has an accepted Bid and moved to the Marketplace Fulfillment location until the time such Auction Item is fulfilled, rejected, returned to Seller's storage or is otherwise removed from the Marketplace Fulfillment location. Seller acknowledges and agrees that Vinfolio shall not insure Seller's wine that is not an Auction Item with at least one active Bid, and that Seller is solely responsible for insuring Seller's wine during any other time, whether such wine is located in a Vinfolio designated storage facility or elsewhere.
Transfer of title to Winning Bidder
Upon successful completion of Vinfolio's inspection process, the Auction Items involved in a Marketplace transaction will be fulfilled to the account of the Winning Bidder and added to a Vinfolio designated storage facility in the name of the Winning Bidder. Both the Seller and Winning Bidder will be notified by email when this step occurs. At no time does Vinfolio take title to any Auction Item.
Payment to Seller
For Auction Items which have been received and passed inspection, payment by check of the net proceeds (gross purchase price less the Seller Commission less any unreimbursed expenses) to Seller shall be mailed within 10 business days of the end of the week in which the Auction Items pass inspection.
Cancelled transactions by Seller
After Bid acceptance, a transaction may be partially or fully cancelled in several ways:
- Failure to ship/transfer the sold Auction Items by the latest deadline provided by Vinfolio.
- Voluntary cancellation by Seller before completion of the sale (for any reason).
- Failure of any bottle in the accepted Bid to pass Vinfolio's inspection guidelines.
If a transaction is cancelled for any reason the Seller's account will be banned and trigger a review process to determine if the Seller should be permitted to continue listing. If a transaction is cancelled for the third reason, each rejected bottle will be marked as not saleable in VinCellar (to avoid repeating the problem), and will be added to a Vinfolio designated storage facility under the name of the Seller where storage fees will be incurred. Bottles which passed inspection that were also part of a cancelled "single purchase" Bid will remain as marked for sale and may be sold from a Vinfolio designated storage facility. An email notification will be sent documenting each partially or fully cancelled transaction. ANY PARTIALLY OR FULLY CANCELLED TRANSACTION WILL ALSO BE RECORDED IN VINFOLIO'S MARKETPLACE MANAGEMENT SYSTEM AND MAY ULTIMATELY LEAD TO SUSPENSION OF SELLER'S MARKETPLACE SELLING PRIVILEGES.
Liability for returns
Wine sold via the Marketplace is not subject to return by Winning Bidders as it is sold "AS IS" other than having passed Vinfolio's inspection process (see Marketplace wine condition). However, see Vinfolio's role as Marketplace manager and the potential consequences of repeated complaints against a Seller.
Failure to sell Auction Items
Seller acknowledges and agrees that any Auction Item that remains unsold after Six (6) months from the date of such Auction Item's introduction to the Marketplace shall be removed from the Marketplace and shall no longer be offered as an Auction Item, unless Vinfolio and Seller mutually agree to extend the final auction sales date for such Auction Item. In no event shall Vinfolio be liable for the failure of any Auction Items to sell or to generate any Bids.
Wine StoreLegal age requirement
Wines may be purchased and delivered only to a person who is at least 21 years old in the U.S or such other minimum age as is required in non U.S. jurisdictions ("Legal Age"). Customer represents that: (1) Customer is at least of Legal Age; and (2) the person to whom any wine will be delivered is also of Legal Age. At the time of delivery, any domestic U.S. shipment arranged by Vinfolio containing an alcohol beverage product will require the signature of an adult possessing identification proving he or she is at least 21 years old. Further U.S. law requires that no delivery shall be made to a visibly intoxicated person.
For wine currently available for purchase, Customer may order online, over the phone, or by sending an email. However, no order shall be considered confirmed until Customer has fully paid by credit card (or made other arrangements) and received an email or other written confirmation.
Title to, and ownership of, all wine passes from seller to buyer in the State of California, and buyer takes all responsibility for shipping the wine from California to his or her home state. By placing an order, buyer authorizes seller to act on buyer's behalf in arranging for transportation of the wine at the buyer's direction. Alternatively, buyer may choose to pick up the wine at seller's location, or make independent shipping arrangements. Sales tax will be applied based on the seller's location. Seller makes no representation as to the legal rights of anyone to ship or import any wines, alcoholic beverages or other goods into any state. The buyer is solely responsible for the shipment of wine and other goods purchased and for determining the legality and the tax/duty consequences of having the wine and other goods shipped to the applicable destination.
Buyer is solely responsible for the transport of wine and other goods purchased and for determining the legality and the tax/duty consequences of having the wine and other goods delivered to the applicable destination. All taxes, duties, and/or tariffs imposed at the time of delivery to the United States are the sole responsibility of the Buyer and must be remitted prior to the release of the wine.
Orders cancelled prior to title passing to Customer will be charged a 20% fee on the value of a cancelled order. If title has already been transferred to Customer (including to Customer's storage account), a purchase is not cancellable.
Wine sold by Vinfolio may be offered on a pre-arrivals or futures basis. This means that Vinfolio is not yet in physical possession of the wine at the time it is sold to Customer, even though Vinfolio has a purchase commitment with a supplier that matches its sale to Customer. Most wines normally arrive within a few months of the purchase with some notable exceptions such as newly offered Bordeaux futures which may arrive as much as 2-3 years after they are initially offered. Upon the arrival of the wine and a satisfactory inspection by Vinfolio, Vinfolio will update the order status automatically and trigger an email notification to Customer.
The estimated time for a pre-arrival wine to arrive is displayed on the website when ordering. The time period indicated represents our best estimate based on information provided to us by our suppliers at the time of Vinfolio's purchase or subsequently. Occasionally, the original estimate may be extended based on new information we receive. We understand this can be frustrating but Vinfolio does not control all variables which affect timing of delivery. For example, a producer may defer a release beyond its original anticipated date. Please be assured that delivery of your wine is guaranteed (see our guarantee of pre-arrival delivery). However, Vinfolio shall not be liable for Customer expenses caused by delivery delays (e.g., credit card finance charges) as no promise of delivery by a given date can be made with certainty.
It may occur that a supplier of Vinfolio is unable to deliver the quantity or bottle sizes originally sold to Vinfolio which it has then sold to Customer. From the date such a supplier default is determined, Vinfolio guarantees it will attempt to repurchase the wine from another source (for up to three months) to fulfill its commitment to Customer. If, however, Customer wishes to cancel the order without waiting for a replacement to be found, or Vinfolio is unable to source the wine within 3 months at a total cost equal to or below the original retail price paid by Customer, Vinfolio will refund the original amount paid, including applicable sales taxes (without any cancellation fee applied). This guarantee does not apply to delays in pre-arrival deliveries as expected arrival dates provided at the time of purchase are only Vinfolio's best estimates.
While Vinfolio shall make a diligent effort (including physical inspection) to assess the condition of any wine it sells, it is not possible to know the complete provenance of every wine, especially older vintages. However, Vinfolio's wine guarantee and returns policy provides you with protection for your purchase.
If you are not satisfied with your purchase of fine wine from us, or we have made an error with your order, please email us immediately at email@example.com explaining the reasons for your dissatisfaction. Each situation will be reviewed on an individual basis in light of facts and circumstances of that case and resolved promptly. Other than for Vinfolio errors, we generally cannot accept a return if title has been transferred to you for longer than 90 days because the passage of time generally limits our ability to recover credit from our supplier and we have no way of verifying your storage conditions.
Note that we may require you to return questionable bottles (including both opened and unopened ones) to us for evaluation and for possible return to our supplier. Such bottles must have the Vinfolio-generated barcode label attached as proof that the wine came from us. Should we accept responsibility (in our sole discretion), we will either exchange bottle(s) or issue a credit towards future purchases (including round-trip shipping charges). Set forth below are examples of both valid and invalid reasons for returning wine, which are subject to Vinfolio's investigation, review and final evaluation of the relevant facts and circumstances regarding a particular request for return.
Valid reasons for return
- Corked or flawed wine. The winery, not Vinfolio, is the source of this problem but we understand it can be disappointing.
- Wrong wine was sent (e.g., different vintage than ordered)
- Bottle condition upon arrival was not consistent with our inspection guidelines
- Wine is leaking upon arrival, spoiled or "cooked" (only if it was shipped in accordance with Vinfolio Safe Shipping; we do not guarantee condition if you chose use standard shipping)
- Shipper errors - we'll file a claim against the shipper.
Invalid reasons for return
- You decide you don't want the wine after title has transferred to you (see When title (ownership) passes from Vinfolio to Customer).
- The wine is showing signs of damage after leaving our possession for reasons including without limitation adverse weather conditions during shipment (where you have not used Vinfolio Safe Shipping or for any international shipment), delays caused by failed delivery attempts through no fault of the shipper, improper storage, or other forms of mistreatment.
- You don't like the wine.
- You received a gift from someone via Vinfolio and want to exchange it.
Pre-arrival wines, wine shipped overseas, wine over 10 years old, and special order wines are final sale.
All prices associated with wine offers to Customer, whether through the website, email, or other means, are subject to change without notice. Availability of wine is subject to Vinfolio purchased stock or such lesser amount as Vinfolio may decide. Vinfolio is not responsible for typographical errors or technology malfunctions and reserves the right to correct any errors in pricing without penalty to Vinfolio or Customer. Vinfolio also reserves the right to set minimum and maximum purchase quantities and to rescind order which violates such rules without penalty.
Occasionally, computer system issues, human errors, process faults, or other causes result in unintentional offers appearing on our website. Vinfolio reserves the right to correct such unintentional offers and to rescind any orders which may have been placed that are associated with them by refunding the Customer's money. Unintentional offers include, without limitation, offers of wine for sale that Vinfolio does not have in stock or on pre-arrival, offers at incorrect prices and misestimates of pre-arrival dates.
Vinfolio maintains an active California wholesale license. If you have a California wine retailer license and wish to purchase wine from us, please contact Customer Service (firstname.lastname@example.org) so that we obtain necessary information to set up your account appropriately.
Customer purchase and use of any product from Vinfolio is at Customer's risk. To the extent fully permitted by law, neither Vinfolio nor any other party involved in creating, producing, or delivering products is liable for any direct, indirect, incidental, consequential or punitive damages arising out of Customer access to, or use of, Vinfolio products or goods purchased through use of Vinfolio's service. Unless expressly granted by these Terms, all goods are sold "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Shipping, Pickup, and DeliveryInterstate shipping and alternatives
Due to direct shipping laws and regulations, Vinfolio may be unable to arrange the shipment of wine by Customers to certain states or to prohibited "dry " regions within certain states. The regulations and court decisions affecting the interstate shipment of wine are in constant flux and can change at any time.
Therefore, Vinfolio may change the states and regions to which it is able to arrange shipments at any time and without notice to Customers.
Customer may specify an ultimate destination zip code in any state. The Customer is solely responsible for importation of their wine into the jurisdiction of their shipping address and promises and agrees to indemnify, defend and hold Vinfolio harmless from and against any and all claims, liabilities, and expenses (including taxes, interest, penalties, and attorney fees and amounts paid in investigation, defending or settling any of the foregoing) arising out of or in connection with:
- Any act by or omission of Customer, their agents or employees, or allegations made upon such acts or omissions, relating to or affecting the wine sold to and shipped on behalf of the Customer by Vinfolio in accordance with these Terms and Conditions.
- Any inaccuracy of any representation made by Customer in connection with the transactions contemplated by these Terms and Conditions
- Any claims brought or asserted by any third party against Customer for any wine sold by Vinfolio to the Customer and shipped in accordance with the Customer's instructions and per these Terms and Conditions.
Vinfolio makes no representation as to the rights of anyone to import wine into any state outside of California. Customer authorizes Vinfolio to act according to Customer's instructions to engage a common carrier to ship Customer wine to destination zip codes where Vinfolio is willing to make such arrangements or to deliver Customer wine to a third party shipper hired and instructed directly by the Customer.
We encourage consumers interested in their freedom to purchase wine from any state to sign up on the consumer mailing list of the Specialty Wine Retailers Association, a trade group that is intent on ensuring consumer access to a national wine market.
Vinfolio ships wine to most countries using various specialized carriers and a copy of the purchase invoice is required to be provided to carriers for use in determining foreign taxes and duties. If wine not purchased from Vinfolio is being shipped from storage, Vinfolio will provide a written estimate of fair market value to the carrier based on information quoted on www.wineprices.com.
Vinfolio charges for air freight but is not involved in the collection of foreign duties, taxes, and surcharges which must be paid separately by Customer to the relevant party before the wine is released to Customer. These charges vary widely around the world, are sometimes onerous (e.g., reaching over 100% of value), and are often based on complex rules. Moreover, certain countries have "sampling " laws where authorities have the right to open a limited number of bottles per item. Failure to pay required duties may also result in confiscation of Customer wine. THEREFORE, ALL COSTS RELATED TO INTERNATIONAL SHIPPING ARE ESTIMATES ONLY (SEE SHIPPING COSTS) AND ARE ALWAYS THE SOLE RESPONSIBILITY OF THE CUSTOMER.
Please note that wine shipped internationally is shipped solely at Customer's own risk. In particular, the precise timing of deliveries (given the need to clear Customs in other countries) and the local storage conditions while awaiting Customs clearance are completely outside of Vinfolio's control. Customers are advised to understand the import requirements for their intended destination country, and make their own arrangements for duties payment, hiring of import brokers or other expenses and services required to ensure the prompt processing of their wine through customs. Vinfolio is not liable for making these arrangements and is not liable for any delays associated with customs or other processing required to import wine into a country.
Customer is responsible for all carrier fees, duties, and customs charges incurred in shipping purchases to Customer's desired shipping address. To the extent that Vinfolio provides estimates of shipping, duties, and custom charges, these should be considered to be estimates only. Upon request only, original wooden boxes associated with a purchase (if any) may be shipped separately from bottles by common carrier for an additional fee.
Care must be taken when shipping wine in adverse weather conditions. High temperatures may cause wine bottles to leak or extreme cold can freeze wine during shipment.
Vinfolio offers Standard Shipping and Safe Shipping options (see shipping methods). The latter is designed to protect your wine in transit. By initiating a shipment with Standard Shipping, Customer accepts all responsibility for that shipment through whatever weather conditions may occur during that shipment and agrees that Vinfolio will not be responsible for, and will not replace, wine that is damaged by adverse weather conditions during such shipment.
CUSTOMER SHIPPING OR DELIVERY MANIFESTS PROVIDED TO VINFOLIO IN ADVANCE OF VINFOLIO CONDUCTING ITS OWN INVENTORY, WHETHER PREPARED BY CUSTOMER OR AN AUTHORIZED REPRESENTATIVE (INCLUDING RETAIL STORES, WINERIES, AUCTION HOUSES OR OTHERS), ARE CONSIDERED ADVISORY ONLY, AS VINFOLIO WILL ONLY ACKNOWLEDGE RECEIPT OF SPECIFIC WINES, VINTAGES, QUANTITIES, AND BOTTLE SIZES AFTER AN INVENTORY BY VINFOLIO IS PERFORMED; NO ON-THE-SPOT ACKNOWLEDGEMENT OF THE ACTUAL CONTENTS OF BOXES UPON PICKUP OR INITIAL RECEIPT CAN BE PROVIDED.
VINFOLIO ACCEPTS NO LIABILITY FOR DISCREPANCIES BETWEEN CUSTOMER OR THIRD PARTY MANIFESTS, RECORDS OR BELIEFS AND VINFOLIO'S ACTUAL PHYSICAL INVENTORY. IN THE CASE OF AN UNRESOLVED DISCREPANCY, CUSTOMER AGREES VINFOLIO'S INVENTORY RESULT SHALL PREVAIL.
Wine may be picked up or delivered upon Customer request only. Vinfolio shall not be responsible for typographical or clerical errors contained in instructions sent by Customer, whether by VinCellar's move wizard (the preferred method), email to Customer Service, fax or letter, or for transcription errors for verbally transmitted instructions.
Vinfolio's paid pickup and delivery service includes up to 15 minutes of total stationary time. Stationary time includes loading, unloading, waiting and any other activity initiated or caused by Customer action or inaction. Additional time is charged at an hourly rate of $60.00 per hour. A failure to meet the driver within 15 minutes of a scheduled appointment time is considered a "No Show" and is subject to a cancellation fee equal to the previously communicated full charge or estimated charge for the scheduled service.
Terms for pickups and deliveries by non-Vinfolio service providers are subject to the carrier's terms of service and are available by contacting Customer Service.
Vinfolio shall insure the value of goods transported to and from Customer, both domestically and internationally, up to $100 per shipment (at no charge) provided the shipment is arranged by Vinfolio. Additional coverage is available upon request for an additional charge. Coverage is limited to the lower of the declared value or fair market value of the goods in question. Vinfolio will not be liable for any damage caused by acts of God, seizure or other acts of civil or military authority, insurrection, riot, strike, or enemies of the government; loss or damage resulting from inadequate packaging or wear and tear, deterioration or from any other cause beyond the reasonable control of Vinfolio. Payment to Customer for any claim shall be made only after any insurance claim has been paid or otherwise settled.
Collector ServicesSelling wine via fixed-price auctions
Customer is solely responsible for making a decision to sell wine. Fixed-price auctions, conducted as buyout auctions (auctions with a set price that any bidder can accept at any time during the auction, thereby immediately ending the auction and winning the item), are one method Vinfolio offers to sell your wine. Read more.
All fixed price auction sales are governed by a separate Fixed Price Wine Auction Agreement, whose terms shall represent the entire agreement between Customer and Vinfolio.
Please see Inventorying of wine picked up or dropped off. The definitive record of Vinfolio's inventory process of Customer wine to be added to storage shall be reflected in the Storage Activity report which is updated daily and accessible online by Customer in the My Account area of the Vinfolio site (after signing in). Should Customer believe there to be a discrepancy in what he/she believes was provided to Vinfolio and what is reflected on this report, Customer must submit an explanation detailing the discrepancy in writing within 45 days of the pick-up/receipt date by Vinfolio. An investigation will be commenced in an attempt to resolve the matter promptly.
Any customer with concerns on transferring wine to storage under the above terms should either contact Customer Service to gain comfort with our procedures and security precautions; consider Vinfolio's on-site inventory service (for a separate fee) where Customer might also supervise the inventory process in person; or decline to use Vinfolio's storage service.Inventorying
Vinfolio's storage service is managed on behalf of Customer. This approach requires that any wine presented for storage at a Vinfolio facility be inventoried according to Vinfolio's procedures. By default, all wine (including wine in original wooden cases) will be inventoried and bottle and case barcode labels applied. Certain limited exceptions may be made at Vinfolio's sole discretion (such as banded DRC cases). If an exception is made, the contents of a carton will be assumed to be the wine, bottle size, and quantity as marked on the box for purposes of adding the wine to Customer's VinCellar account. Vinfolio accepts no responsibility for the actual contents of wine in any such unopened cartons.Errors in inventory or allocation of wine to customer accounts
Despite best efforts, errors may occur. Should Customer or Vinfolio discover a potential error in wine attributed to Customer's storage account or in the allocation of wine to the correct Customer account, each agrees to promptly notify the other party to rectify the matter based on the facts and circumstances of the situation. If the wine in question is still in Vinfolio's custody, Vinfolio will make such adjustments and all such changes will be reflected in Customer's Storage Activity report (which shall serve asVinfolio's notification to Customer of the error). If the wine has been removed from Vinfolio by the incorrect owner, Vinfolioreserves the right to pursue all necessary steps to recover the wine on behalf of the rightful owner, includingwithout limitation legal remediessuch as the filingof a stolen property report with the police if such wine is believed to have been knowingly removed by the incorrect owner.Cost of adding and withdrawing wine
Vinfolio charges per-bottle inbound and outbound fees to cover the cost of handling storage bottles. This fee varies by client priority level. This fee is waived when wine is being removed from storage via Vinfolio's fixed-price auctions or Marketplace.Ownership & tax paid representation
Customer represents and warrants that he/she is the sole owner or otherwise is legally entitled to submit wine to Vinfolio for the provision of Vinfolio's services described hereunder; and all wine placed in the custody of Vinfolio is not subject to any encumbrance or lien that may prevent or restrict Customer from submitting the wine to Vinfolio for the provision of services described hereunder. Customer represents and warrants that all wine presented for storage is in out-of-bond, i.e. "tax-paid" status, and that Customer has obtained any and all necessary permits, if any, to store such wine at a Vinfolio facility.Billing metrics
Storage is billed monthly and is based on the average daily balance of standard 9.0L case equivalents stored with Vinfolio. The monthly average balance will be rounded up to the nearest full-case equivalent. Wine withdrawn or deposited at any time during a day is charged for a full day. Storage is billed in arrears and is considered due on the 5th day of each following month.Purchase of storage units
Wine storage is paid for with storage units. Each storage unit entitles Customer to store one standard case of 9.0L (12 x 750ml, 6 x 1.5L, etc.) wine for one month plus any required inventorying and handling services (in/out services) except for early exit fees as described in cost of adding and withdrawing wine. Customers may obtain discounts on storage units by purchasing them in bulk (as described on our site) and keeping such units on account. Pricing for storage units is governed by the quantity purchased in a single transaction based on the price list then in effect.
Storage units are non-transferable, non-refundable and do not expire. The value of a storage unit may not be used to pay for other products and services purchased from Vinfolio. Storage units on account will be decremented in arrears on the 5th of every month for the previous month's usage and the remaining balance will appear on Customer's monthly online billing statement. Should Customer have insufficient storage units on account, the credit card of record will be charged for the minimum purchase amount (10 storage units) to satisfy the open balance.Carton replacement
Vinfolio may, at its sole discretion, repack wine into Vinfolio storage cartons if such wine is picked up or arrives in Styrofoam shippers or in cartons that are faltering or damaged (in Vinfolio's sole judgment). Customer will be charged for materials based on Vinfolio's current carton price schedule.Assumption of risk
Customer acknowledges that the storage of wine by Vinfolio is subject to risks of loss that are outside of the control of Vinfolio, including, without limitation, failure of temperature control systems, vandalism, employee and/or third party negligence, mishandling, inadequate packaging, insect or rodent infestation, cork deterioration, cork-fly, contamination, discoloration, inherent vice, ullage, quality of the wine, insurrection, riot, strike, terrorism, seizure, civil unrest, and acts of God. Customer further acknowledges that Customer has been advised of the risk of loss, and has further been advised to obtain appropriate insurance to compensate Customer for any losses arising from damage to or loss of the wine, including such damage or loss as may arise before, during, and/or after delivery of the wine to Vinfolio for storage and/or sale. By delivering wine to Vinfolio for storage or sale, and except for loss or damage arising from the gross negligence or intentional misconduct Vinfolio, its agents, representative, or employees, CUSTOMER HEREBY EXPRESSLY AND SPECIFICALLY ASSUMES ALL RISK OF LOSS OR DAMAGE TO THE WINE ARISING FROM THE HANDLING, STORAGE, AND TRANSPORTATION OF THE WINE WHILE IN THE POSSESSION OR CONTROL OF VINFOLIO.Exclusion and limitation of liability
EXCEPT WITH RESEPCT TO LOSS OR DAMAGE ARISING FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF VINFOLIO, ITS AGENTS, REPRESENTATIVES, OR EMPLOYEES, IN NO EVENT SHALL VINFOLIO BE LIABLE FOR ANY LOSSES OR DAMAGES OF ANY NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH, ANY HANDLING, STORAGE, OR TRANSPORTATION OF THE CUSTOMER'S WINE AFTER DELIVERY OF POSSESSION OR CONTROL THEREOF TO VINFOLIO OR TO VINFOLIO'S AGENTS, REPRESENTATIVES, OR EMPLOYEES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF VINFOLIO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE. BECAUSE SOME STATES/COUNTRIES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. NOTWITHSTANDING, AND WITHOUT LIMITING, THE FOREGOING, THE TOTAL LIABILITY OF VINFOLIO FOR ANY REASON WHATSOEVER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO VINFOLIO ON ACCOUNT OF THE STORAGE OF THE LOST OR DAMAGED WINE.Insurance
Customer understands that Vinfolio is not required to carry or maintain insurance coverage for any loss or damage arising from or during Vinfolio's handling, storage, and/or transportation of Customer's wine. Vinfolio makes no representation that it will acquire or maintain any such insurance coverage, or that any such insurance coverage is or will in the future be in effect. Vinfolio has advised Customer to acquire adequate and appropriate insurance for such purposes, and Customer is expected and encouraged to acquire and maintain insurance to indemnify Customer from any losses that may occur with respect to the wine before, during, and after delivery of the wine to Vinfolio for storage and/or sale. Notwithstanding the foregoing, Vinfolio, its agents, representatives, and employees do not recommend any underwriters of such insurance, and the delivery to Vinfolio of any list of available insurance underwriters providing wine insurance coverage does not constitute an endorsement or recommendation of any such insurance providers.
Service may be performed in all 50 U.S. states or internationally by special request at different rates. Inventory services performed at a non-Vinfolio location require minimum bottle quantities based on whether they are located within Vinfolio's local service area or outside the local service area (but still domestic U.S.). Vinfolio's local service area includes the San Francisco Bay area counties of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano and Sonoma. To review current bottle minimums and related Inventory Service fees, click here.Terms of site visits
Site visits require a minimum window of 6 consecutive hours or such time as may be required to sufficiently inventory the contents of a cellar, whichever is less. Service must be scheduled at least one week in advance. Failing to provide access to the storage location within 30 minutes of the scheduled start time constitutes a Customer "No Show" and is subject to the minimum charge and appointment rescheduling. On-site services include 30 minutes of set-up and 15 minutes clean-up time. Additional time, in excess of this budgeted time already included in the fees, including waiting for access to the storage area, preparation required to inventory, reorganization, movement of items, rack or Customer hardware set-up, repeated disruptions, requests to temporarily vacate the premises and any other non-inventory related use of time (when in excess of the budgeted time) will be billed at $50.00 per hour per person if more than 2.5 hours per 1,000 bottles is spent. The storage site must be closed to traffic including children, pets, and other potential distractions. Additional requirements include:
- Access to 110V power (or as designated for international locations) within 100 feet of the storage site
- A cleared 10' by 10' space for table set-up within 10 feet of the storage site
- An access path to the facility cleared of all debris and obstructions
- Lighting sufficient to read labels
- Access to restroom facilities
- Direct access to the site for the loading and unloading of equipment
Inventory services include barcode labeling at the time of inventory. Customer may elect to have barcode labels applied to bottles, have labels printed but not applied to bottles or have no labels printed. If Customer does not elect to have labels printed at the time of inventorying, future barcode labeling will be available at Vinfolio's then current charge. Case labels listing a case number and contents of the case are also provided as needed.Availability of Customer data in VinCellar
Customer's collection information will be added to Customer's VinCellar account and made available for Customer access within two (2) business days of inventory completion. Customer will be contacted by phone or email when the account is ready to use. Label images may take up to a month to appear in the Customer's VinCellar account.
Customer acknowledges that wine investment services offered by Vinfolio are advisory only and that Customer is under no obligation to follow purchase recommendations of Vinfolio staff, nor does Vinfolio guarantee Customer's satisfaction or value appreciation with a particular wine that has been recommended. Any wine purchased on behalf of a Customer requires Customer authorization (which may include granting Vinfolio staff preauthorization within specific parameters to make purchases when Customer is not reachable).
A statement detailing the services purchased during the previous month will be available online for Customer review by the 5th of each month. Customer must notify Vinfolio of any disputed charges within 30 days. Disputed cash charges resolved in favor of Customer will appear as a credit on the following statement or, if no balance is due, will be returned in the form of a check. Disputes resolved in favor of Customer involving credit from selling wine through Vinfolio shall remain on account and applied to future purchases.Billing & unpaid balances
Billing for services purchased from Vinfolio will occur monthly and will be charged to the credit card of record on or before the 5th of each month in arrears. If Customer fails to pay when any service charge is due and payable hereunder, then interest at the rate of 1.5% per month shall accrue on such unpaid charge from and after the date on which such charge shall be due and payable, and such interest, together with a late charge of $25.00, shall be paid at the time of payment of the delinquent sum. Payments will be applied first to late charges and/or the oldest services charges due.
If Vinfolio agrees to accept a Customer check and it is dishonored for any reason, Customer shall pay an additional charge of $50.00 and all future payments shall be made by credit card, money order, bank or cashier's check.
The value of pre-paid storage units will automatically apply to any outstanding storage service charges on Customer's monthly bill. Storage service balances remaining after all prepaid storage units have been depleted shall be charged to Customer's credit card (subject to the minimum purchase requirement).
In the event that Customer elects to withdraw substantially all wine from a storage account, Vinfolio at its discretion may require that Customer pay all unpaid charges, up to and including storage for the date of withdrawal (including any applicable early exit fees), prior to shipment, delivery or pickup. Customer acknowledges and agrees that such payment may be made by charging his or her credit card.Warehouseman's lien
In the event that Customer fails to pay when due any charge due and payable hereunder, Vinfolio, at its sole discretion, may deny Customer access to Customer's wine being stored at a Vinfolio facility, and withhold all services hereunder, until such indebtedness is fully cured. Any account overdue by 30 or more days will be locked and the items stored shall not be made available for withdrawal until the account is paid in full. Customer agrees that Vinfolio may sell items from a storage account to satisfy storage or other indebtedness if such indebtedness remains uncured 60 days after Vinfolio notifies Customer of the balance due. The proceeds of such sale shall first be applied to any indebtedness owing to Vinfolio and next to any costs and expenses incurred with respect to the goods, the sale, and any efforts to collect such indebtedness. Any excess shall be remitted to Customer.
Wine prices and service rates are subject to change at any time, as may be posted on our website.
User should assume that everything seen or read on this website (or other Vinfolio-owned websites), received through related services, or downloaded from Vinfolio servers, is protected by copyright unless otherwise stated and may only be used according to these Terms. Vinfolio does not warrant or represent that User use of materials displayed on this website will not infringe rights of third parties that are not owned by or affiliated with Vinfolio. The use of these materials by User, or anyone else authorized by User, is prohibited unless specifically permitted by these Terms. Any unauthorized use of such materials may violate copyright laws, trademark laws, the laws of privacy and publicity, as well as other communications regulations and statutes.
The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this website are registered and unregistered trademarks of Vinfolio, its affiliates and others. User misuse of the Trademarks displayed on this website, or any other use of content displayed on or included as part of the website, except as provided herein, is strictly prohibited. Nothing contained on this website should be construed as granting any license or right to use any Trademark displayed on this website without the written permission of Vinfolio or such third party that may own the Trademark.
User agrees to release Vinfolio from any liability for any damage, injury or loss, monetary or otherwise that User incurs as a result of either User's or another party's use of Vinfolio website, services, products or third party references, except as expressly described herein. Vinfolio expressly disclaims any liability for any damage, injury or loss, monetary or otherwise, that User incurs through reliance upon the accuracy and completeness of information provided by Vinfolio's website, Vinfolio employees, contractors, third party content providers, licensors or information attendant to or included in any of the services provided by Vinfolio.
User acknowledges and agrees that User has made his or her own inquiries as to the suitability and fitness of Vinfolio for the purposes of providing the services described herein, and that User has not relied on any representations made by Vinfolio or its representatives other than those described in this Agreement.
Vinfolio may at any time revise these Terms by updating the same at its website(s). When Vinfolio updates these Terms, Vinfolio will also revise the "Last updated" date and notify User by email that the Terms have changed and what changes were made. User is bound by any such revisions and should therefore review changes highlighted by such notices carefully.
This Agreement is governed by and construed in accordance with the laws of the United States of America and the State of California without regard to its conflicts of law provisions. Use of this website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph. If User uses this website from other locations, User is responsible for compliance with local laws and regulations. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
User hereby agrees that any cause of action arising out of or related to this website or its service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
This Agreement supersedes all prior or contemporaneous terms or conditions, oral or written, between User and Vinfolio with regard to use of this website or Vinfolio services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed.
User hereby agrees to defend, indemnify and hold harmless Vinfolio and all of its officers, directors, owners, employees, agents, information providers, affiliates, partners, licensors and assigns (each a "Vinfolio Party") against any and all claims, damages, costs, fines, penalties, liabilities, losses, attorneys' and other professional fees and disbursements, suffered, incurred by, or asserted against any Vinfolio Party, including any amounts incurred or paid in settlement or any judgment of any action, suit, or proceeding brought under any statute, at common law, or otherwise, which arises under or in connection with:
- User use of Vinfolio websites, the VinCellar software, or Vinfolio services;
- Customer purchase of goods and services pursuant to this Agreement;
- Shipments or valuation or goods for shipping purposes;
- Valuation or sustained valuation of goods purchased;
- Any inaccuracy of any representation or warranty made by Seller in connection with Marketplace transactions;
- Any claims brought or asserted by any third party claiming title to the Auction Items sold in the Marketplace;
- Any use or alleged use of User accounts or passwords by any person, whether or not authorized by User;
- The content, quality or performance of content that User submits to Vinfolio websites or the VinCellar software;
- User connection to Vinfolio websites;
- User violation of this Agreement; or
- User violation of the rights of any other person or entity, including without limitation intellectual property rights and rights of privacy and/or publicity except to the extent that such liability is the direct result solely of Vinfolio's gross negligence or willful misconduct.
Vinfolio reserves the right, at Vinfolio's own expense, to assume the exclusive defense and control of any matter for which User is obligated to indemnify a Vinfolio Party, and User agrees to cooperate with Vinfolio's defense of these matters at no cost to Vinfolio.
The foregoing obligations of User are hereinafter collectively referred to as "Indemnity Obligations." Indemnity Obligations shall survive, for a period of five (5) years, after the latest of a product sale or termination of Vinfolio's services under this Agreement or User's use of the VinCellar software. Customer agrees to promptly tender any payments due to any Vinfolio Party under or in respect of the Indemnity Obligations within five (5) business days following written demand by the Vinfolio Party.
User use of and any browsing of Vinfolio's website(s), related Internet services, and the VinCellar software is at User's risk. To the extent fully permitted by law, neither Vinfolio nor any other party involved in creating, producing, or delivering the website or the VinCellar software is or shall be liable for any direct, indirect, incidental, consequential or punitive damages arising out of User access to, or use of, the website, the VinCellar software, or related services. The material contained in this website may contain inaccuracies and errors. Vinfolio does not guarantee that the functional aspects of the website or the VinCellar software will be uninterrupted or error-free or that this website, the VinCellar software, or the server that provides them are free of viruses or other harmful components. The VinCellar software and everything on the website are provided to User "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The other party will respond in writing with a statement of its position on, and recommended solution to, the dispute. If such dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to negotiate or arbitrate, remains unsettled following such negotiation, the matter shall be determined by arbitration in San Francisco, California, before a sole arbitrator, in accordance with the rules of the American Arbitration Association. The arbitrator shall allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail. The parties hereby agree, however, that the arbitrator is not empowered to award damages in excess of those specified above and hereby expressly waive and forego any right to punitive, exemplary or similar damages in arbitration.
The parties hereby agree to have all disputes, claims or controversies arising out of or relating to this Agreement decided by the negotiation and arbitration procedures described above, and waive any rights they might possess to have those matters litigated in a court or jury trial. Each party acknowledges that if it refuses to submit to negotiation and arbitration after agreeing to this provision, it may be compelled to arbitrate under federal or state law. Furthermore, each party acknowledges that none of the foregoing shall limit the parties' rights as described in this Agreement. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this section, without breach of this arbitration provision.
Any notice given under this Agreement or pursuant to law must be in writing and will be sufficient if personally delivered, sent by regular, certified or registered mail, email or website posting by Vinfolio to this website. Notifications shall be sent to the physical or email address of record for Customer or, if to Vinfolio, to 200 Green Street, Suite 100, San Francisco, CA 94111 or email@example.com. Notice deposited in the mail in the manner hereinabove described shall be effective from and after the expiration of three (3) days after it is so deposited; email and website notifications shall be effective from and after the expiration of twenty four (24) hours.
This Agreement, together with any separate sale agreement(s) related to selling wine using Vinfolio's fixed-price auctions, represents the entire and integrated Agreement for services provided by Vinfolio between the parties herein, and supersedes all prior negotiations, representations or Agreements, either written or oral. Any waiver of a right or duty afforded under this Agreement shall not be effective unless such waiver shall be in writing and signed by the party claimed to have given, consented to or suffered the waiver. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of California. In the event that any court of competent jurisdiction determines that any provision of this Agreement is unlawful or unenforceable, each and all remaining provisions of this Agreement shall remain in full force and effect. This Agreement will bind and benefit Vinfolio and User, and their respective heirs, executors, administrators, successors, and permitted assigns.