Coravin Commercial Customer Agreement

These terms, including any provisions and obligations set forth herein (“Terms”) serve as a binding contract between you and CORAVIN (“Coravin,” “we” and “us”). By clicking accept, purchasing Products from Coravin or otherwise agreeing to these Terms, you (“Commercial Customer”) acknowledge that these Terms will remain in effect for the duration of your participation as a Commercial Customer.

PLEASE NOTE THAT YOUR PARTICIPATION AS A COMMERCIAL CUSTOMER IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT PARTICIPATE AS A COMMERCIAL CUSTOMER IN ANY MANNER. YOU MUST ACCEPT THE TERMS BEFORE YOU CAN SUBMIT AN ORDER OR RECEIVE ANY PRODUCT OR CONSIDERATION FROM CORAVIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS HEREIN, THEN YOU MAY NOT PROCEED WITH ANY PURCHASE OF PRODUCTS AND CORAVIN HAS NO OBLIGATION TO PROVIDE ANY PRODUCT OR CONSIDERATION TO YOU.

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Coravin Commercial Customer Agreement

Terms of Purchase.

Commercial Customer shall purchase Products at the prices offered to Commercial Customer, and amended from time to time, by CORAVIN and shall use the Products solely for the purpose of providing such Products for demonstrations, tastings, internal use or providing such Products to its customers as free gifts (in accordance with CORAVIN’s promotion and positioning of the Coravin product line as prestige branded products). Commercial Customer shall not resell the Products or provide Products to any parties other than to its customers as set forth herein. All other uses except those set forth herein are strictly prohibited. All Payments are due upon purchase via credit card from www.trade.coravin.com. Prices are exclusive of all state and local taxes, and Commercial Customer is responsible for payment of any such state and/or local taxes if applicable. Commercial Customer has no liability for any taxes based on CORAVIN’s assets or income or for which Commercial Customer has an appropriate resale or other exemption. CORAVIN may suspend any pending Product shipments until all outstanding invoices are paid in full. All orders shall be subject to CORAVIN’s acceptance. In no event will any additional or different terms (other than requested delivery date) contained in the Purchase Order apply, and CORAVIN specifically rejects any such additional or different terms. All Products shall be shipped FOB CORAVIN's specified location. All ship dates specified by CORAVIN are estimates only and CORAVIN shall not be responsible for any failure to meet requested or scheduled ship dates unless previously agreed upon in writing by CORAVIN. Commercial Customer will comply with all Product storage, safety, and shipping requirements (including, without limitation, allowable storage temperature range) as set forth on the material data safety sheet (MSDS) available at www.coravin.com , and as otherwise communicated to Commercial Customer in writing by CORAVIN. Coravin™ Capsules included with and/or provided for use with the Product are filled with compressed Argon gas. IMPORTANT SHIPPING INFORMATION: Compressed Argon gas falls under the DOT 2.2 class of non-flammable gases with a UN number of UN1006. Products with Coravin ™ Capsules and the Coravin™ Capsules themselves require special labeling for both ground and air shipments.

Limited Warranty; Disclaimer.

CORAVIN provides end-user customers with a limited Product warranty included with the Products. CORAVIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability.

CORAVIN WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO COMMERCIAL CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CORAVIN'S LIABILITY IN CONNECTION WITH ANY PRODUCTS EXCEED THE PURCHASE PRICE PAID BY COMMERCIAL CUSTOMER FOR THE PRODUCT GIVING RISE TO SUCH LIABILITY, AND IF SUCH LIABILITY DOES NOT RELATE TO A SPECIFIC PRODUCT, IN NO EVENT SHALL CORAVIN'S LIABILITY EXCEED THE AMOUNT PAID BY COMMERCIAL CUSTOMER FOR PRODUCTS PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

General.

This Agreement (including any exhibits attached hereto) supersedes all prior oral agreements and understandings between the parties with respect to the purchase of Products. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law. Exclusive jurisdiction and venue for any action arising under these Terms is in the federal and state courts located in Boston, Massachusetts.

Term and Termination.

Either party may, in their sole discretion, terminate this Agreement in its entirety upon thirty (30) days prior written notice. Upon termination of this Agreement, Commercial Customer shall, within thirty (30) days of the effective date of such termination, pay CORAVIN all sums then outstanding and owed to CORAVIN.

Products.

Coravin™ Systems, Coravin™ Capsules, Coravin™ Accessories