Terms and conditions of use for Martignetti Companies website platform, effective January 20, 2024.
Martignetti Companies (the “Website”) is operated in the Commonwealth of Massachusetts by the Martignetti Companies. This Website is used as an ecommerce portal for duly licensed retail businesses (including, without limitation, retail stores, restaurants, bars, clubs, hotels, entertainment venues and other hospitality locations) (each a “Customer”). In this Agreement, the words “you” and “your” refer to the Customer (and any natural person employed by Customer or regularly engaged as the Customer’s bookkeeper or accountant and authorized to purchase and/or make payments of any accounts with the Martignetti Companies). The words the “Company,” “we,” “our” and “us” refers to the Martignetti Companies, including but not limited to the following companies and divisions Martignetti Grocery Co., LLC d/b/a Carolina Wine Company, Chas. Gilman & Sons, LLC, Classic Wine Imports, LLC, Commonwealth Wine & Spirits, LLC, and United Liquors, LLC, and its divisions Connoisseur, Century, and Excel.
Only natural persons employed by Customer or regularly engaged as the Customer’s bookkeeper or accountant and acting on behalf of Customer are authorized to access this Website. To use the Website, you must be of legal age to purchase and consume alcoholic beverages. If you are not of legal drinking age, please exit and cease using this Website immediately. In accessing and using the Website, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 21 years of age or older; and (d) your use of the Website does not violate any applicable law or regulation.
The Website is owned and operated by the Company. The content of this Website, including but not limited to any trademarks, designs, logos, text, images, audio, and video materials thereon, is the intellectual property of Company or its affiliates (“Company’s Proprietary Material”) unless otherwise stipulated in writing. Company’s Proprietary Material is protected under the laws of the United States of America and other nations around the world, and under international treaties, in particular, under copyright and trademark laws. You are not permitted to remove any copyright or other proprietary notice from Company’s Proprietary Material. You are also not permitted to publish, distribute, transmit online or offline or otherwise use Company’s Proprietary Material in any way for any public or commercial purpose, without the prior and express written consent of Company.
Additionally, the Company reserves the right to refuse or terminate all or part of the Services to anyone for any reason at our sole discretion.
Purpose and Content of E-Commerce Platform
The Company provides authorized Customers (their authorized employees or their regular bookkeeper or accountant) with access to the content and services (all such content and services collectively, the “Services”) related to Product offerings and concerning alcoholic beverages generally, including without limitation: (a) online services such as Product ordering functionality and order fulfillment including remitting payments, (b) viewing open transactions on the Customer’s account and (c) content such as information, photographs, graphics and other images concerning Products, and links to third party websites. Company shall have the right to appoint and use subcontractors, wholesalers, warehousers and jobbers, at its discretion, to assist in providing the Website, the Services and in fulfilling orders for Products.
You represent that the personal information you provide via the Website is true, valid, complete, and up to-date in all respects, and you confirm that you are the person referred to in the information provided. Should any of the information you provide on the Website change, please login to your account and update such information directly on the Website.
The Website permits you the ability to assign credentials to natural persons who are employed by your organization or who are regularly engaged as the Customer’s bookkeeper or accountant and authorized to purchase Products and to make payments. Only those natural persons who are employees of the Customer or who are regularly engaged as the Customer’s bookkeeper or accountant and who are authorized will have access to the Website. The number of users is not restricted. However, the Company reserves the right in our sole discretion to remove or delete any users at any time for any reason at all.
The Company also reserves the right in its sole direction to delete all information from your account or the Website at any time and for any reason. You understand that we cannot guarantee that your account will always be available to you or be free of error. We may terminate or suspend your account for any reason in our sole discretion with or without notice to you.
Additionally, we reserve the right to stop offering any account feature of the Website or any portion thereof, without liability, at any time and for any reason, with or without cause. In the event of any such termination or suspension, information stored in your account may no longer be available to you. We have no obligation to make your account history available to you and you should not rely upon your account as your sole record of this information.
Placing Orders for Products
Customer may place orders for Products by using the ordering features and functionality available on the Website. Once an order is placed through the Website, it is subject to review and acceptance by the Company, which the Company may accept or reject in its sole discretion (including, without limitation, rejection because of any inaccuracy about Product information or pricing posted on the Website). The Company reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from the Company. The Company reserves the right to limit the order quantity of any item and to refuse service to any customer without prior notification.
Company attempts to be as accurate as possible with Product descriptions and pricing on the Website. However, Company does not warrant that descriptions of Products or Services or other content on the Website will always be accurate, complete, reliable, current, or error-free.
If Company requires additional information from Customer to evaluate or fulfill an order, Customer shall promptly notify the Company with the information requested. Should it be determined that the Customer has placed an intentionally incorrect order or fictitious order, the Company reserves all rights, in its sole discretion, to (i) reject said order, (ii) terminate the Customer’s use of the Website, and (iii) charge back all costs, fees and damages caused by the fictitious order to the Customer. Once an order has been accepted by the Company such an order will be confirmed with the Customer by Company by electronic communications or other reasonable means.
Company will make reasonable efforts to fulfill specified shipping dates for Product orders but shipment dates for Products are not guaranteed. The Company reserves the right to limit the quantities of merchandise shipped consistent with the perishable nature of the product and/or its availability. Product returns are allowed only in accordance with applicable law and with the consent of Company (including that such return meets the Company’s return criteria).
State Law Limitations
In some instances, state law regulates product availability and/or sets product purchase limitations, which may limit our ability to fulfill order requests. We may, at our discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by the same account, or orders that use the same billing and/or shipping address. In the event we change or cancel an order, we will attempt to notify you by contacting you via the telephone, e-mail, and/or billing address provided at the time the order was made.
Customer Resale Certification
Customer hereby certifies that Customer will resell all Products purchased from Company through this Website in the regular course of Customer’s business operations, and Customer will do so prior to making any personal use of the Products other than for demonstration and display purposes while holding the Products for sale in the regular course of Customer’s business. Customer further certifies that it is a duly authorized vendor of alcoholic beverages licensed in the applicable state and has provided Company with all licenses, certificates, and numbers required by applicable law to make this resale certification valid. Customer understands and agrees that if Customer uses the Products purchased pursuant to this resale certification in any manner other than as just described, Customer will, among other things, owe use tax based on each purchased Product’s purchase price or as otherwise provided by law.
Invoicing and Payment
Invoicing and payment terms are determined based on applicable state and federal law, and the Customer’s credit status with Company and delinquency status. Company will inform Customer of payment terms in an applicable order confirmation and Customer agrees to comply with such terms. Customer agrees that the default obligation to issue payment in good funds to Company is that payment is due immediately upon delivery of each Product and such obligation is permanent and not cancellable unless a return is both specifically allowed by law and meets Company’s return criteria.
The Company does not offer cash on delivery (“COD”) terms.
The parties consent to use Automated Clearinghouse (ACH) transactions initiated by Company to debit the designated bank accounts of Customer to pay for Products ordered by Customer from Company. In such case, Customer hereby provides authorization for individual ACH transactions to be initiated by Company for Product orders made through the Website.
Customer hereby authorizes Company to make debit and/or credit instructions for the purchase of Products to any bank account for which Customer provides information to Company (the “Authorized Accounts”) by AEP or EFT; and directs that all such debit and/or credit instructions be made to the Authorized Accounts. Each party is responsible for its respective costs for network service charges and any and all other expenses it incurs for any reason relating to the transmission of EDI communications or otherwise. Either party may update or change the ACH arrangement or Authorized Accounts upon advance written notice to the other or via submission of valid electronic information to the other. Applicable returned items fees will apply, and the maximum service charge as allowed by applicable law will be assessed on returned payments.
Customer’s account will be “delinquent” if it has not paid its invoice in full for 60 days or more. Failure by a Customer to timely pay amounts owed on orders placed through this Website may result in suspension or termination of Customer’s account with Company, requirements, fines, and liability by Customer for state and federal crimes. The Company will comply with all applicable laws concerning payment matters including those that require reporting payment
problems to the applicable state liquor authority or other state agencies, fines, interest, penalties, or termination of Customer’s account with Company.
All accounts that are “delinquent” as defined above are subject to a service charge of 1½% per month, at 18% per annum. Any account that is beyond 75 days delinquent will be placed with attorneys for collection.
A 1% cash discount will be allowed for payment of each invoice received by the Company within 10 days of the specified date of delivery of the merchandise, provided that the Customer’s account is not “delinquent” and that no invoice is outstanding with the Company in excess of 60 days.
A 1% discount will be allowed on all items (unless noted) on the sole condition that the merchandise specified by the invoice for such items be picked up at the Company between 10:00A.M. and 4:00P.M. on any Monday through Friday (excluding holidays of any week), and that the vehicle used to pick up such merchandise be properly licensed by the Commonwealth of Massachusetts, and the Alcoholic Beverages Control Commission, provided that the Customer’s account is not “delinquent” and that no invoice is outstanding with the Company in excess of 60 days.
For all transactions, Customer agrees that your bank may assess its customary per-check or item-handling charge, if any. Customer also agrees to pay a service charge of $75.00 for each dishonored check, draft, or ACH to reimburse the Company for any costs of collection. Your bank may also assess its customary charge for such returns.
Third Party Payment Processor
The Company uses a third-party payment processor, Elavon, Inc., to process electronic payment transactions (“ACH”) made through the Website. You represent to the Company that any financial account that you use to make payments through the Website is a business financial account, and not a financial account used for personal or household use. You are solely responsible for the accuracy and completeness of your payment information, and we are not responsible for any loss suffered by you as a result of incorrect payment information provided by you. The third-party payment processor, Elavon, Inc., is responsible for maintaining and holding any financial information provided through the Website.
Customer Representations and Warranties
As a condition of Customer’s use of the Website, Customer agrees that it will not use the Website: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate any content in any form or format that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or community standards; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Customers are solely responsible for all content that Customer uploads, posts, email, transmits, or otherwise disseminates using, or in connection with, the Website, and Customer will be solely responsible for any damage to any party resulting there from.
Errors, Inaccuracies and Omissions
The Company has made every effort to display as accurately as possible the colors of the images that appear on the Website. However, since the actual colors you see depend upon your computer and monitor, we cannot generate that the display of any color will be completely accurate. Occasionally there may be information on the Website that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information if any information on the Website is inaccurate at any time without prior notice. We cannot and do not review all communications or services made available on or through the Website, but, although not obligated to, may review, verify, make changes to or remove any Website Content or the Website with or without notice in our sole discretion.
Authorization to Contact Customer Electronically
Links to and Features Provided by Third Parties
Disclaimer of Warranties
Although the Company endeavors to provide current, accurate and reliable information on our Website, we cannot and do not warrant, promise, guarantee or make any representations regarding the accuracy, security, reliability or any use of the functions, features, operations, Content or information. We cannot and do not warrant your use of our site, or the operation or function of the Website, any component, feature, function, capability or offer or any products, software, or services, will be uninterrupted or error free, or that defects or malfunctions will be corrected or that the Website is free of viruses or other harmful elements.
Your use of the Website is solely and fully at your own risk, and you assume full responsibility for all costs and expenses associated with servicing and/or repair in any way connected or arising from attempted, alleged or actual use or access of our Website. We make no representations about the suitability, reliability, availability, timeliness, and accuracy of our Website. OUR WEBSITE AND THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE.
Limitation of Liability
IN NO EVENT SHALL WE AND/OR OUR OFFICERS, DIRECTORS, PARTNERS, OWNERS, AGENTS, CONTRACTORS, REPRESENTATIVES AND/OR THE ALCOHOL BRAND AND/OR CUSTOMERS WHO FULFILL YOUR ORDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR WEBSITE, THIS AGREEMENT, THE USE OR PERFORMANCE OF OUR WEBSITE, THE DELAY OR INABILITY TO USE THE WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY EVENTS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE OUR WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OTHER PARTY MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
Waiver and Severability
Entire Agreement and Assignability
Termination and Enforcement
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part hereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.
With respect to any other dispute arising between the Parties hereto with respect to this Agreement which is not subject to the exclusive jurisdiction of any applicable regulatory bodies, including but not limited to the Commonwealth of Massachusetts Alcoholic Beverages Control Commission, the Customer hereby agrees that any other controversy or claim shall be settled by arbitration occurring in Boston, Massachusetts administered by the American Arbitration Association before a single arbitrator in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including but not limited to, Massachusetts courts located in Suffolk County, which both Parties consent shall have jurisdiction. The prevailing Party in any court action or arbitration shall be entitled to recover its costs and expenses associated with same, including, but not limited to reasonable fees and costs for attorneys, accountants, collection, expert witnesses and other professional as well as interest as provided under Massachusetts law. The Parties, after consultation of their respective counsel, hereby waive trial by jury in any proceeding or counterclaim brought by either Party against the other. Except as may be required by law or to enforce any arbitration award, neither Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the Arbitrator. Notwithstanding anything contained in this section to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through, or under such other Party, in order to enforce the Party’s rights to injunctive or similar equitable relief, including relief to prevent the destruction of goods or documents involved in the dispute, protect trade secrets or other intellectual property, or provide for security for a prospective monetary award.
Class Action Waiver
Each Party waives the right to litigate in court or arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. The Parties agree that they may bring claims consistent with the foregoing Paragraph only in an individual capacity and not as a Plaintiff or class member in any purported class or representative action. Unless the Parties agree, no arbitrator may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Contact the Company
500 John Hancock Road
Taunton, MA 02780
E-mail address: email@example.com
Phone: (781) 348-8000, during normal business hours (8:30a.m. to 5:30p.m., Monday through Friday)
Reports of Intellectual Property Abuse
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send the Company a notice requesting that it remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter- notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See copyright.gov for details. Notices and counter-notices should be sent to: Martignetti Companies, 500 John Hancock Road, Taunton, MA 02780.
We suggest that you seek legal consultation before filing a notice or counter-notice.
The Company respects the intellectual property rights of all users. It is the Company’s policy to respond to any claim that any content posted on the Website infringes the copyright, trademark, or any other intellectual property of any person.
If you are an intellectual property owner, or authorized on behalf of one, and you believe that any copyrighted or trademarked content infringes upon your rights, you must submit any notice to: Martignetti Companies, 500 John Hancock Road, Taunton, MA 02780. You should include in your notice a detailed description of the alleged infringement.