UNIVERSAL COMMERCIAL TERMS

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 
These Universal Commercial Terms ("UCT") govern all sales and commercial interactions involving alcoholic beverages and related products ("Products") from Viña Concha y Toro S.A., a Chilean corporation ("Seller"), together with its affiliates and designated importers, to any purchaser, including distributors, resellers, retailers, on-premise accounts, and end consumers (collectively, "Customers"), globally unless expressly superseded by a written agreement. By ordering, purchasing, accepting delivery of, possessing, using, or reselling Products, each Customer agrees to be bound by these UCT. 

  1. Definitions; Parties and Beneficiaries
    "Seller" means Viña Concha y Toro S.A., together with its subsidiaries, affiliates, and designated importers and distributors (collectively, "Seller Group"). "Customer" includes any direct purchaser (e.g., distributor), any downstream purchaser (e.g., retailer), and any end consumer who acquires Products, whether or not in privity of contract with Seller.The Seller Group are intended third-party beneficiaries of all resale contracts, terms of sale, purchase orders, and website terms used by distributors and retailers with respect to the Products.
  1. Applicability; Order of Precedence; CISG Exclusion
    These UCT govern B2B transactions only unless a separate written agreement signed by Seller expressly overrides them. Where Products are supplied to a consumer, mandatory consumer law controls and any conflicting clause in these UCT is disapplied to the extent required. If a conflict arises, documents apply in the following order: (i) a separately negotiated written agreement; (ii) negotiated delivery/INCOTERMS/title/risk-of-loss provisions; (iii) Seller’s order confirmation or invoice; (iv) these UCT. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to any transaction involving the Products.
  1. Flow-Down Obligations
    Distributors and retailers shall incorporate these UCT by reference into all resale agreements, invoices, and online terms presented to their customers. They shall provide conspicuous written notice that purchase, possession, or use of Products constitutes acceptance of Seller’s UCT and ensure all downstream warranties and remedies do not exceed what Seller provides herein.
    Distributors and retailers shall indemnify and hold harmless the Seller Group from any claims, costs, or liabilities arising from failure to implement these flow-down obligations.
  1. Limited Product Warranty
    At the time Products leave Seller’s control, Seller warrants they will be free from material defects and were produced in compliance with applicable laws and regulations. This is the sole and exclusive warranty. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY SELLER WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
    Except where prohibited by law, this limited warranty lasts for the shorter of: one year, or the warranty period or expiration date set forth on the Products (the “Warranty Period“). The Warranty Period is not extended if Seller replaces a warranted product. Seller may change the availability of this limited warranty at its discretion, but any changes will not be retroactive.
    Warranty applies only to unopened, unaltered Products stored, handled, transported, and sold per Seller guidelines and industry standards. Warranty is void if Products are mishandled; exposed to improper temperatures, light, or vibration; tampered with; repackaged; or consumed past recommended shelf-life. Natural variation in taste, aroma, and aging; closure defects from third-party suppliers; cosmetic imperfections; label scuffing; or packaging damage after delivery are excluded to the fullest extent permitted.
  1. Warranty Disclaimers
    EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4, PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  1. Handling, Storage, and Transportation
    Products must be stored between 13°C and 24°C (55°F–75°F) unless Seller guidelines specify otherwise. Improper storage or handling after delivery voids warranty to the extent contributing to any issue. Customers shall inspect Products upon receipt and promptly notify Seller of discrepancies.
    Customer must inspect on receipt and notify Seller of shortages or visible damage within 5 business days (with carrier notation and photos). Quality claims for non‑conformity must be raised within 30 days of delivery for unopened Product stored per §6. Non‑compliant claims are barred.
  1. Orders, Pricing, and Payment
    Orders are offers to purchase. Seller may accept or reject any order. Acceptance occurs only upon written confirmation or shipment. Prices may be adjusted prior to acceptance. Payment terms are as stated on Seller’s invoice. Late payments may incur interest at the maximum legal rate. Customer shall have no right of set-off or withholding except as required by mandatory law.
    If Seller has reasonable grounds for insecurity about Customer’s performance, Seller may demand adequate assurance. Pending receipt of assurance, Seller may suspend performance and shipments. If Customer is insolvent or fails to pay before delivery, Seller may withhold or stop delivery of goods with any bailee/carrier and cancel undelivered balances.
  1. Delivery, INCOTERMS® 2020, Title, and Risk of Loss
    Delivery terms follow the INCOTERM specified in the order, invoice, or written agreement. If no INCOTERM® is specified, delivery is FCA Seller’s facility (Incoterms® 2020). Dates for delivery are estimates only. Title and risk of loss transfer per the applicable INCOTERM.
  1. Compliance with Alcohol, Import/Export, Tax, and Sanctions Laws
    Customer is responsible for compliance with all import, export, customs, alcohol-beverage, tax, and regulatory requirements associated with receiving or reselling Products. Customer represents and warrants compliance with anti-corruption and sanctions laws and shall not resell Products to sanctioned persons or jurisdictions. Customer shall implement a sanctions/export‑controls program aligned with OFAC/BIS guidance, including screening of customers, principals, beneficial owners and vessels; maintain records for 5 years; and permit Seller to audit such controls. Seller may suspend/stop shipments and terminate immediately upon suspected non‑compliance.Labeling & Regulatory: Customer shall not import, market, or relabel Products without full compliance with applicable alcohol‑beverage rules, including TTB COLA requirements (27 CFR Part 4) and EU wine e‑label mandates (ingredients/nutrition; localized languages; no marketing on QR pages). Customer will provide proof of compliance upon request.
    Anti-Bribery: Customer shall maintain adequate procedures to prevent bribery (UK Bribery Act 2010 principles: proportionality, top‑level commitment, risk assessment, due diligence, training, monitoring). Seller may audit relevant controls on reasonable notice.
  1. Brand Use & Diversion Control
    Customer may use Seller’s trademarks only per Seller’s written brand guidelines; no registrations, domains, or social handles using Seller marks. No sales outside approved territory or into duty‑free/online marketplaces without Seller’s written consent. Seller may audit Customer’s sales records to verify compliance.
  1. Indemnity
    Customer shall indemnify, defend, and hold harmless the Seller Group from claims, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s misuse, mishandling, storage, or transportation of Products; (b) breach of these UCT or laws; (c) any resale that exceeds the warranties or remedies provided herein; and (d) failure to implement flow-down obligations.
  1. Limitation of Liability
    To the fullest extent permitted by law, Customer’s sole and exclusive remedies are replacement of Products or refund of the purchase price, at Seller’s option. Seller’s aggregate liability for any claim shall not exceed the amount paid for the affected Products. EXCEPT WHERE PROHIBITED BY MANDATORY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR GOODWILL, EXCEPT WHERE SUCH LIMITATIONS ARE PROHIBITED BY MANDATORY LAW.
  1. Returns and Credits
    Returns require prior written authorization. Seller may deny returns of opened, damaged, or improperly stored Products. Credits or replacements, if approved, will follow Seller’s procedures.
    Recalls & Safety: Customer shall promptly notify Seller of any incident or regulatory contact concerning Product safety. Customer will assist in traceability, withdrawal, and recall actions, including consumer notices, retrieval, and reporting via EU Safety Business Gateway where applicable. Unless caused by Seller’s proven defect, Customer shall bear reasonable recall and field‑action costs.
  1. Governing Law; Dispute Resolution; Forum
    These UCT and all disputes arising out of or relating to them shall be governed by the laws of Chile, excluding its conflicts-of-law rules. Any dispute, controversy, or claim arising out of or relating to these UCT or the Products shall be resolved by final and binding arbitration administered by the International Chamber of Commerce (ICC). The seat of arbitration is Santiago, Chile. The tribunal shall consist of one arbitrator for claims under USD 1,000,000 and three arbitrators otherwise. The language shall be English unless the parties agree otherwise. The award shall be confidential and enforceable in any court of competent jurisdiction.Notwithstanding arbitration, Seller may seek interim injunctive relief, provisional measures, or award enforcement in the courts of Santiago, Chile, and Customer consents to exclusive jurisdiction and venue in those courts.
    Hardship / Change‑in‑Law): If, after contract formation, events beyond a party’s control fundamentally alter the equilibrium (e.g., material tax/excise/tariff increases; sanctions changes; mandatory labeling/packaging or EPR costs) so that performance becomes excessively onerous, the parties shall in good faith renegotiate price/delivery. Failing agreement within 30 days, Seller may adapt pricing reasonably to restore equilibrium or terminate the affected order.
  1. Class Action Waiver and Jury Trial Waiver
    To the maximum extent permitted by law, disputes must be brought in an individual capacity and not as a class or representative action. The parties waive any right to a jury trial in any court proceeding related to arbitration enforcement or injunctive relief. To the extent permitted by applicable mandatory law, class/representative actions are waived. If any portion is unenforceable in a jurisdiction, it shall be severed and the remainder enforced.Disputes under USD 3,000,000 shall be resolved under ICC Expedited Procedure Provisions (Article 30 & Appendix VI). The ICC Emergency Arbitrator provisions apply. The tribunal may order joinder/consolidation consistent with ICC Rules 2021.
  1. Force Majeure
    Seller is not liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, labor disputes, war, governmental actions, transportation disruptions, or supplier failures.
  1. Confidentiality of Commercial Terms
    Customer shall keep confidential Seller’s non-public pricing, discounts, programs, and forecasts, except as required by law.
  1. Assignment; Change of Control
    Customer may not assign any rights or delegate obligations relating to Products without Seller’s prior written consent. Any unauthorized assignment is void.
  1. Notices; Electronic Communications
    Notices may be provided by email or postings on Seller’s website. Electronic acceptance mechanisms (e.g., clickwrap) are valid and binding.
  1. Language; Version Control
    The English version of these UCT controls. Seller may update these UCT periodically; the version in effect at order acceptance applies unless otherwise required by law.
  1. Severability; Survival
    If any provision is found unenforceable, the remainder remains in force, and the invalid provision is replaced with a valid term closest in intent. Sections 3, 9–11, 13–15, and 16–20 survive termination.
  1. Relationship of the Parties
    The parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.