Bia Wines – Terms and Conditions

These Terms and Conditions (“Terms”) govern all relationships, communications, and transactions between Bia Wines (“Bia Wines,” “we,” “our,” or “us”) and our distributors, partners, and affiliates (“Distributor” or “you”). By engaging in business with Bia Wines, you acknowledge and agree to be bound by these Terms.

1. Distribution and Representation

Distributor buyers shall:
(a) possess and maintain all necessary state and federal licenses and permits required to distribute alcoholic beverages, and keep such licenses in full force and effect;
(b) protect Bia Wines’ trademarks, confidential information, and business plans, and cooperate with Bia Wines (at our cost) in the defense or prosecution of any action related to such intellectual property;
(c) not transfer or assign distribution rights in any way without prior written consent from Bia Wines;
(d) provide appropriate storage, warehousing, delivery, merchandising, marketing, and sales services necessary to properly market, sell, and protect the Products; and
(e) provide such depletion, sales, and other reports as Bia Wines may reasonably request.

2. Compliance with Laws

Distributors shall comply with all applicable federal, state, and local laws and regulations governing the marketing, sale, and distribution of alcoholic beverages. If the law of the state in which Distributor operates requires specific procedures, notice periods, or cure opportunities differing from these Terms, such local laws shall apply to the extent required, provided that all other obligations and rights under these Terms remain in effect to the fullest extent permitted by law.

3. Term and Termination

The term of Distributor’s appointment is at-will, renewable annually on 30 days’ written notice, and may be terminated by Bia Wines at any time on 30 days’ written notice.
Breach of any obligation set forth in these Terms, or failure to meet depletion or performance standards mutually agreed upon, shall constitute “good cause” for termination under applicable state law.

4. Brand Integrity

Bia Wines reserves the right to establish standards for the resale and marketing of its products to protect the integrity and reputation of the brand. Bia Wines may terminate relationships with any distributor or account that:

  • engages in below-cost price promotions that harm the brand image,

  • participates in “bait and switch” or other deceptive sales practices, or

  • repeatedly advertises Bia Wines products as loss leaders in a manner that damages the brand’s value.

5. Dispute Resolution

Any dispute arising out of or relating to these Terms, Bia Wines products, or Distributor’s rights to continue distributing Bia Wines products shall be resolved by binding arbitration in San Francisco, California, in accordance with the Comprehensive Rules and Procedures of JAMS (or its successor).
The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
The arbitrator shall not award punitive or exemplary damages but may allocate attorneys’ fees, costs, and expenses in the final award. The written award shall include the factual and legal basis for each principal decision.

6. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.

7. General Provisions

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Bia Wines reserves the right to amend or update these Terms at any time by providing written notice to Distributors.

8. Contact Information

If you have any questions about these Terms and Conditions, please contact us at:
hello@biawines.com