terms and conditions
angeleri cellars supplier agreement
Welcome to the Angeleri Cellars Partner Family! Our Partner network's objective is to provide wine to the community through select Partners that align with our values. This Supplier Agreement governs the terms of our partnership, where we provide you with goods and/or services. Please take a moment to familiarize yourself with the following policies, terms, and conditions.
1. Agreement Overview
"This Supplier Agreement (the 'Agreement') is made effective as of the date of the first purchase by the Customer (the 'Effective Date') between:"
Angeleri Cellars LLC ("The Supplier"), a Texas company with Winery G Permit License No. 200097822, and a registered production facility at 18975 Marbach Ln, STE 1250, BLDG 23, San Antonio, TX 78266, USA; and
[Customer's Business Name] ("The Customer"), a company incorporated in [State, Country], with Registration No. [Registration Number], and a registered office at [Address].
2. Goods and Services
The Supplier will provide the goods ("The Goods") and services ("The Services") as outlined in this Agreement. Specific goods and services will be detailed in individual Purchase Orders. Quantities, along with any minimum or maximum order requirements, will be listed in Purchase Orders issued by The Supplier and accepted by The Customer.
3. Delivery Schedule
Standard deliveries occur on the last Sunday of each month in preparation for the upcoming month. Any delays must be communicated promptly by The Supplier to The Customer. Special or expedited deliveries may be requested, subject to inventory availability, and will incur a 10% surcharge added to the invoice.
4. Inspection
The Customer has the right to inspect The Goods upon receipt and may reject any items that do not meet agreed-upon specifications or quality standards.
5. Prices
Prices for The Goods will be specified in each Purchase Order or agreed upon in writing between The Supplier and The Customer.
6. Invoicing, Payments, and Net Terms
The Supplier will submit invoices for delivered Goods. The Customer must settle invoices within 30 days ("Net 30" terms). Any applicable taxes, duties, or charges related to The Goods are the responsibility of The Customer unless otherwise stated.
7. Shipping
Shipping costs, if applicable, will be detailed in the Purchase Order and may include extra charges for redirected or returned wine shipments. The Customer is responsible for additional shipping costs incurred due to incorrect addresses, delivery interception, or returned shipments.
Carriers will make three delivery attempts before returning orders to Angeleri Cellars. It is the Customer’s responsibility to notify Angeleri Cellars of any billing or shipping changes before the shipping deadline.
8. Direct-to-Consumer Shipping Laws
Shipping regulations vary by state, limiting where and how much wine can be shipped to residents. Angeleri Cellars will comply with all direct-to-consumer shipping laws and notify The Customer if any issues arise with their order due to state regulations.
9. Term
This Agreement will remain in effect until terminated by either party with 30 days' written notice.
10. Termination for Cause
Either Party may terminate this Agreement with immediate effect if the other Party breaches any material term of the Agreement and fails to remedy the breach within 14 days.
11. Supplier Warranties
The Supplier warrants that:
The Goods will be of merchantable quality, free from defects, and meet agreed-upon specifications.
The Goods are free of liens or encumbrances.
The Supplier has the necessary rights to supply the Goods.
12. Indemnification
The Supplier shall indemnify and hold The Customer harmless from any claims, damages, or liabilities arising from the Goods provided, including product defects or intellectual property infringement.
13. Confidentiality
Both parties agree to keep all exchanged information confidential, including technical, financial, and business information, and personal data related to employees or representatives. Confidential information shall only be used to fulfill obligations under this Agreement.
14. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Texas.
15. Dispute Resolution
Any disputes arising under this Agreement shall first be resolved through negotiation, then mediation or arbitration in accordance with the rules of the Texas Arbitration Association (TAA), before resorting to litigation.
16. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written.
17. Amendments
Amendments to this Agreement must be made in writing and signed by both Parties.
18. Assignment
Neither Party may assign this Agreement without prior written consent from the other Party.