These Conditions of Sale (“Conditions”) set out the terms on which G and C Wines LLC D/B/A Leon & Son Wine (“Leon & Son,” “we,” “us,” or “our”) offers wine (the “Lots”) for sale and sells Lots to buyers (“Buyer,” “you,” or “your”) in our wine auctions held on our digital platform in or from the State of New York. By registering to bid, bidding, or purchasing any Lot, you agree to be bound by these Conditions, together with any additional terms stated in the catalogue, online lot description, or sale-specific notices (collectively, the “Sale Materials”).

1. Eligibility
(1.1) You must be at least twenty-one (21+) years of age to register for an account, attend any in-person auction event where alcoholic beverages are served or sold, place bids, or purchase Lots consisting of alcoholic beverages. We may deny entry or refuse to register, approve, or maintain any account if we cannot verify that you are at least twenty-one (21+) years old.

(1.2) You agree to provide valid, government-issued photo identification and any other information we reasonably request to verify your identity and age and to comply with applicable law, including the New York Alcoholic Beverage Control Law.

(1.3) You represent, warrant, and agree that (a) you are purchasing wine or other alcoholic beverages only for lawful personal use or lawful gifting and not for unlawful resale or introduction into commerce; and (b) your participation in the auction, and any shipment, delivery, possession, and consumption of wine, will comply with all applicable federal, state, and local laws and regulations in your and the recipient’s jurisdiction.

(1.4) We may refuse registration, deny access to the auction (in person or online), reject or cancel bids, or cancel any sale if we believe that doing so is necessary to comply with law or to protect our legitimate business interests.

2. Buyer Responsibilities
(2.1) You are solely responsible for:
● determining that you and any intended recipient are at least twenty-one (21+) years of age;
● ensuring that your participation in the auction and any purchase, shipment, delivery, possession, and consumption of wine complies with all applicable laws and carrier requirements; and
● paying all Purchase Prices, taxes, shipping, insurance, storage, and other charges when due.

(2.2) You agree that you will not cause us, the seller, or any carrier to violate any law or regulation relating to (a) the sale or delivery of alcoholic beverages; (b) direct-to-consumer wine shipments; or (c) tax reporting, collection, or remittance.

(2.3) You are responsible for updating and maintaining accurate account, billing, and shipping information. We are entitled to rely on the information you supply and have no liability for losses or claims arising from inaccurate or incomplete information provided by you or on your behalf.

3. Catalogue, Descriptions, and Condition
(3.1) The Sale Materials may include information about each Lot, such as producer, region, vintage, bottle format, fill level, packaging, provenance, and storage history. Any images, tasting notes, ratings, or opinions are provided for convenience and informational purposes only.

(3.2) All statements in the Sale Materials, in condition reports, or made orally or in writing by our staff or agents, including about a wine’s provenance, storage, condition, quality, authenticity, drinkability, or value, are statements of opinion only and are not statements of fact, warranties, or guarantees.

(3.3) Wine is a perishable and inherently variable product. Bottles of the same wine and vintage may show differently. Corks and closures may fail. Levels and labels may change over time. Even with appropriate storage, no wine can be guaranteed to be free from faults such as cork taint, oxidation, or other defects.

(3.4) Except as expressly provided in Section 11, all Lots are sold “AS IS,” with all faults, imperfections, and possible errors of description, and without any express or implied warranties or guarantees of any kind, including any warranty of merchantability or fitness for a particular purpose.

(3.5) You are solely responsible for satisfying yourself as to the description, condition, and value of any Lot prior to bidding. To the extent reasonably practicable, we will make Lots available for inspection by appointment before the auction.

4. Estimates and Reserves
(4.1) Any estimates provided in the Sale Materials are for guidance only and do not constitute predictions of the selling price or valuations. Estimates may be revised at any time before the auction.

(4.2) Each Lot may be subject to a confidential minimum sale price agreed between us and the seller (a “Reserve”). We are not obligated to disclose the Reserve. We will not sell a Lot below its Reserve, except as permitted by our consignment agreement with the seller.

(4.3) We may, where permitted by law, open the bidding on any Lot and place bids up to but not including the amount of the Reserve, whether by placing consecutive bids or bids in response to other bidders.

5. Registration; Bidding; Online Auctions
(5.1) You must register and be approved by us before you may bid. Registration may require the provision of identification, valid payment details, and any other information we reasonably require.

(5.2) We may, in our sole discretion, require a deposit, impose credit limits, or require pre-authorization of your payment card before accepting bids.

(5.3) Bids may be made through our online bidding platform, in each case subject to our procedures in effect for the sale.

(5.4) We are not responsible for any failure to execute bids, or errors or omissions in connection with bids, including but not limited to failures caused by loss of internet connection, technical malfunctions, latency, or other platform issues.

(5.5) We may reject any bid, retract any bid, or withdraw any Lot from sale at any time before the online bidding closes for that Lot, in our sole discretion.

(5.6) In the event of any dispute between bidders, or doubt as to the validity of any bid, we shall have final discretion to determine the successful bidder, to cancel the sale, or to reoffer and resell the Lot.

6. Hammer Price; Buyer’s Premium; Total Purchase Price
(6.1) The “Hammer Price” is the final bid accepted by the online platform for a Lot.

(6.2) In addition to the Hammer Price, you agree to pay a buyer’s premium on each Lot purchased by you, calculated as a percentage of the Hammer Price at the rate stated in the Sale Materials for the applicable auction (the “Buyer’s Premium”).

(6.3) The total amount payable by you for each Lot (the “Purchase Price”) shall be the sum of: (a) the Hammer Price; (b) the Buyer’s Premium; (c) any applicable sales, excise, use, or other taxes; and (d) any applicable shipping, storage, handling, or other charges.

7. Taxes
(7.1) You are responsible for all sales, use, excise, value-added, customs, import, export, and other taxes, duties, assessments, and governmental charges of any kind (collectively, “Taxes”) that may be imposed on or in connection with (a) the Purchase Price; (b) the transfer, shipment, or delivery of a Lot; or (c) your ownership, storage, or use of any Lot.

(7.2) Where required by law, we will collect applicable Taxes from you and remit them to the appropriate tax authorities. Any such collection does not relieve you of any other tax obligations that may apply in your or any recipient’s jurisdiction. We may request additional information or
documentation to determine the correct amount of Taxes, and you agree to provide such information upon request.

(7.3) If (a) any tax authority asserts that additional Taxes are due in connection with your purchase, shipment, or possession of any Lot, or (b) we are assessed or required to pay any Taxes, interest, penalties, or other amounts arising out of or relating to any Lot purchased by you, you agree to indemnify, defend, and hold harmless Leon & Son, its affiliates, and their respective directors, officers, employees, and agents from and against all such amounts, together with all reasonable costs, expenses, and attorneys’ fees incurred in connection with any investigation, audit, or proceeding.

(7.4) We make no representation regarding the legal or tax consequences of your purchase, shipment, or subsequent disposition of any Lot, and you should consult your own tax advisor.

8. Payment Terms
(8.1) Unless otherwise stated in the Sale Materials, the Purchase Price for each Lot is due and payable in full on the next business day after the auction closes (or such other period specified by us for the sale).

(8.2) We accept payment by credit or debit cards.

(8.3) Title to a Lot will not pass to you, and we shall have no obligation to release or deliver the Lot, until we have received the Purchase Price for that Lot in full in cleared funds and, at our discretion, received from you any additional identifying documentation we may request and have reviewed such documentation to our satisfaction.

(8.4) If you fail to pay the Purchase Price in full when due, we may, in addition to any other rights and remedies available at law or in equity and without prejudice to the seller’s rights:
a. charge interest on the overdue amount at the maximum rate permitted by law or at such other rate stated in the Sale Materials;
b. cancel the sale of the Lot and any other Lots purchased by you;
c. resell the Lot by auction or private sale, with or without reserve, and hold you liable for any deficiency between your Purchase Price and the resale price, together with all reasonable costs and expenses of resale;
d. apply any amounts we owe to you, or any deposits or other funds of yours in our possession, toward the satisfaction of your obligations; and
e. report your non-payment to credit agencies or industry databases and/or revoke your bidding privileges.

9. Collection; Storage; Shipping; Risk of Loss
(9.1) Unless otherwise stated in the Sale Materials, Lots must be collected from our designated facility after the auction has closed and after full payment of the Purchase Price, and, if applicable, after our receipt and satisfactory review of any supplemental documentation we
have requested from you.

(9.2) Risk of loss or damage to a Lot will pass to you the collection of the Lot by you or your agent including a carrier, shipper, or other third party acting on your behalf.

(9.3) If you fail to collect a Lot within the specified period, we may charge reasonable storage, handling, and insurance fees, and we may move the Lot to off-site storage at your expense and risk.

(9.4) By arranging for transportation of your order, Leon & Son is providing a service and engaging a common carrier on your behalf. In utilizing this service from us, you recognize the responsibility for complying with local regulations or tax requirements rests solely with you. You agree that you have the sole and exclusive responsibility for complying with all laws regarding importation of wine into your state or jurisdiction. It is your responsibility to determine (a) whether you may lawfully receive shipment of wine at the delivery address; (b) whether any special permits, licenses, or registrations are required; and (c) whether quantity limits or other restrictions apply. We do not guarantee that shipment to your jurisdiction is lawful or that any required licenses or permits exist.

(9.5) Any shipping, delivery, or export services we or our affiliates may agree to arrange are provided solely as a convenience to you. All transportation is performed by independent third-party carriers subject to their terms and conditions. You authorize us to share your information with such carriers as necessary to arrange shipment.

(9.6) All packages must be accepted and signed by an adult at least 21 years of age.

You, the buyer, are solely responsible for the shipment of alcohol and responsible for any loss or damage to goods once they have left our premises. By placing an order on this site, you authorize Leon & Son to act on your behalf to engage a common carrier to deliver your order to you and recognize that Leon & Son is not liable for the condition of your package upon delivery. If your package is damaged in transit, we are happy to assist you in contacting the shipping carrier for reimbursement; however, the responsibility for this reimbursement lies in that of the carrier (FedEx or UPS). Please note that any additional fees for delivery to UPS or FedEx locations (including Access Points), or for redirecting packages after shipment, are the responsibility of the customer.

We do not recommend shipping wine orders during the warmest and coldest months of the year, as extreme temperatures can be damaging. We are happy to hold or send your shipments throughout those periods. Buyers may elect to store their wine by selecting the storage option on their activity page for a monthly fee. It is the buyer’s responsibility to notify us when they are ready to ship their order. If no shipping instructions are provided within 14 days, the order will automatically be enrolled in the storage program and applicable monthly fees will apply.

The carrier (currently FedEx) will contact you the day your order is shipped with your tracking details, shipping date, and anticipated delivery date.

Shipping orders may take up to 48 hours from the time they are placed to be processed and ready for shipping. Please take this window into account, including for Express and Overnight shipping speeds. All “Ground Shipping” orders placed after 12pm on Thursday will be shipped on Monday the following week, to avoid being held in FedEx/UPS facilities over the weekend where storage conditions may not be ideal.

Shipping costs are calculated at checkout, and you will be provided with an estimated delivery date. These delivery dates are estimates, and do not account for unforeseen circumstances including shipping delays and lost or damaged packages. In the case of missing FedEx or UPS delivery attempts or if you do not pick-up your wine from an Access Point or FedEx/UPS store within the allotted time and your wine is returned to Leon & Son Wine, you will be subject to any additional shipping fees incurred to have your order re-shipped.

(9.7) To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Leon & Son, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
● your violation of any law or regulation applicable to the purchase, shipment, delivery, possession, or resale of wine;
● any claim that shipment or delivery of wine to you or on your behalf violated the law of any jurisdiction; or
● any failure by you to obtain or maintain any required permit, license, or registration.

10. Rescission and Limited Exceptions
(10.1) Except as expressly provided in these Conditions or required by applicable law, all sales are final, and we do not accept returns or provide refunds or exchanges. Under no circumstances will we be responsible for refunding or crediting any Taxes, duties, or shipping, insurance, or other charges that you have paid or are obligated to pay to any third party, except as required by applicable law.

(10.2) Due to the age, storage history, and inherent variability of wine, we do not provide refunds or credits for corked, oxidized, or otherwise flawed bottles, or for wines that are past their prime or otherwise undrinkable, unless we expressly agree in writing and are able to obtain recourse from the seller or any applicable insurer.

(10.3) If we determine, in our sole discretion, that a Lot is counterfeit or that the Lot was materially misdescribed in a way that significantly affects its value, we may (but are not obligated to) rescind the sale and refund to you the Purchase Price actually paid for that Lot, provided that you return the Lot to us in the same condition as when delivered to you and within the time period we specify. This remedy, if offered, will be your sole remedy in such circumstances.

(10.4) Nothing in these Conditions is intended to exclude or limit any non-waivable statutory rights of cancellation, return, or refund that you may have under the consumer-protection laws of your jurisdiction, to the extent those laws apply and cannot lawfully be disclaimed. Except to that extent, all sales are final, and we do not accept returns other than as set forth in 10.3 above.

11. Agency and Third-Party Rights
(11.1) Unless otherwise stated, we act as the seller’s agent in offering Lots for sale and concluding the sale of Lots to Buyers. In some cases, we may own all or part of a Lot.

(11.2) These Conditions are for our benefit and for the benefit of the seller of each Lot, and we and each seller may rely on and enforce these Conditions against you.

12. Liability
(12.1) To the maximum extent permitted by law, neither we nor the seller shall be liable to you for any indirect, special, incidental, consequential, or punitive damages of any kind, including loss of profits, loss of business, or loss of opportunity, arising out of or in connection with the auction or any Lot.

(12.2) Our total aggregate liability to you in connection with any Lot shall not exceed the Purchase Price actually paid by you for that Lot, except as otherwise required by law.

(12.3) Nothing in these Conditions limits or excludes any liability that cannot be limited or excluded under applicable law.

13. Data and Communications Protections
(13.1) We will process your personal data in accordance with our Privacy Policy, as updated from time to time, which is available on our website or upon request.

(13.2) By registering and bidding, you consent to our using your contact details to communicate with you about the auction and related services, and, where permitted by law, to send you marketing communications, from which you may opt out as described in our Privacy Policy.

14. Dispute Resolution
(14.1) These Conditions and any dispute, controversy, or claim arising out of or relating to them or any Lot (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law rules.

(14.2) Any such dispute shall be resolved in accordance with the dispute resolution provisions set out in our consignment agreement or, if none apply to Buyers, by arbitration administered by JAMS (or a similar provider) in New York, New York, before a single arbitrator, with the arbitration conducted in English and on a confidential basis, to the extent permitted by law. Judgment on the award may be entered in any court of competent jurisdiction.

(14.3) Notwithstanding the foregoing, we may bring proceedings in any court of competent jurisdiction to collect unpaid amounts or seek provisional or injunctive relief.

15. Miscellaneous
(15.1) If any provision of these Conditions is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

(15.2) No waiver of any provision of these Conditions shall be effective unless in writing and signed by us. Our failure to enforce any provision shall not be a waiver of that or any other provision.

(15.3) These Conditions, together with the Sale Materials and your successful bid, constitute the entire agreement between you and us regarding the purchase of the applicable Lot and supersede any prior or contemporaneous understandings relating thereto.