Goodwine Trade Buyer Terms of Service

For licensed trade buyers only · Last updated September 19, 2026 · Effective September 19, 2026

Goodwine does not sell, distribute or warehouse alcohol, and is not a wholesaler. Goodwine operates a technology platform on which licensed wineries sell to licensed trade buyers. The winery is the seller and holds title until it passes to you. Goodwine holds no alcohol license, takes no title, and is paid a flat per-bottle service fee by the winery.

1. Scope and eligibility #

These Trade Buyer Terms of Service (the "Terms") govern use of the Goodwine trade platform by businesses buying wine for resale. They are an agreement between Goodwine, Inc. ("Goodwine") and the business identified in your trade account ("Buyer", "you"). The individual accepting these Terms represents that they are authorized to bind the Buyer.

These Terms are business-to-business. Consumer-protection rules that apply to retail purchasers do not apply here, and the Goodwine Consumer Terms of Service do not govern trade orders.

2. License warranty and verification #

You represent and warrant, on each order, that:

• you hold every license and permit required to purchase, receive, store and resell wine in your state, and each is current and unsuspended;
• you are purchasing solely for resale through your licensed premises or licensed operations, and not for personal use, gift, or resale outside the scope of your license;
• the delivery address on each order is a licensed premises or an address your license permits; and
• you will tell Goodwine within three business days if any license lapses, is suspended, or is subject to a proceeding that could affect it.

You authorize Goodwine to verify your license status with state authorities and third-party databases at any time. Goodwine may suspend your account immediately if a license appears lapsed, if a regulator directs it, or if your state places you on a delinquency or C.O.D. list.

3. Where trade orders can be placed #

Trade orders on the Platform are available only where the selling winery may lawfully sell directly to you — that is, in states permitting winery self-distribution, and only where the winery holds the credentials that state requires. California permits self-distribution only by California-domiciled wineries, so California trade listings are restricted to California wineries selling to California licensees. Oregon requires the winery to hold a Certificate of Approval and a Direct-to-Retailer Permit, and may require an endorsement on your own license. The Platform gates listings accordingly, but gating is a convenience and not legal advice, and it does not relieve you of responsibility for your own compliance.

4. Orders, pricing and acceptance #

Wineries set all trade pricing; Goodwine does not set, cap or influence it. An order is an offer to buy from that winery and becomes binding only on the winery’s acceptance. Wineries may set minimum order quantities and may decline any order. Case and bottle configurations are as listed.

5. Payment and credit #

Payment is made to the selling winery, which is the seller and merchant of record. Goodwine facilitates the transaction and is paid its service fee by the winery, not by you.

Credit terms are constrained by law, not by preference. New York caps the credit a wine retailer may receive at 30 days, enforced through the state’s delinquency and C.O.D. lists. California requires retailer-to-wholesale-tier payments to be made by electronic funds transfer within 30 days of delivery. Nothing on the Platform extends credit beyond what your state permits, and Goodwine does not finance, guarantee or factor any trade purchase.

You are responsible for paying each winery in full and on time. Late payment may result in suspension of your trade account, and Goodwine may share delinquency information with the selling winery and, where required, with a regulator. Each party bears its own electronic-payment costs; you may not pay a winery’s processing costs and a winery may not pay yours.

6. Delivery, title, inspection and shortages #

Title and risk pass as stated in the winery’s terms and the law of the shipping state. Inspect every delivery on arrival and note shortages, breakage or damage on the delivery document. Report discrepancies through the Platform within 3 business days. Claims are resolved between you and the winery; Goodwine will route and assist but is not the seller and does not warrant the goods.

7. Resale conduct #

You may resell only within the scope of your license. You may not resell to another licensee unless your license permits it, ship wine across state lines, or transfer wine to an unlicensed party. You may not represent yourself as an agent, distributor or representative of Goodwine or of any winery, and you may not use a winery’s marks beyond ordinary resale and merchandising of the wine you bought.

8. Data and confidentiality #

You own your account, license and order records. You grant Goodwine a license to host and process them to operate the Platform and to share what a selling winery needs in order to fulfill and to meet its own reporting obligations. Pricing, allocation terms and other non-public information you receive through the Platform are confidential and may not be disclosed for three years, except where disclosure is required by law or to your own professional advisers.

9. Disclaimers, liability and indemnity #

The Platform is provided "as is". Goodwine makes no warranty as to the quality, condition, labeling or legality of any wine, does not guarantee availability or supply continuity, and does not provide legal, tax or licensing advice. To the fullest extent the law allows, neither party is liable for indirect or consequential damages, and Goodwine’s total liability for any claim is capped at the service fees Goodwine earned on your orders in the 12 months before the claim.

You indemnify Goodwine against claims arising from your licensing or tax failures, your resale of wine outside the scope of your license, your sale to a minor, and your breach of these Terms.

10. Term, suspension and general #

These Terms apply for as long as you hold a trade account. Either party may terminate on 30 days notice, and Goodwine may suspend or terminate immediately on a license lapse, a regulator’s direction, non-payment, or a material breach uncured after 15 days. Orders accepted before termination are fulfilled and remain payable.

New York law governs, and the parties submit to the exclusive jurisdiction of the state and federal courts in New York County, New York. Goodwine may change these Terms on 30 days notice, and your continued use after the effective date is acceptance. Where a state requires regulatory approval of an agreement between a licensee and a service provider, these Terms do not take effect there until it is obtained. Neither party may assign without consent except to a successor holding the required licenses. If a provision is unenforceable under one state’s alcohol law it is severed as to that state only. These Terms are the entire agreement on this subject.

Goodwine, Inc. · 206 W 109th St, Apt 1, New York, NY 10025 · info@goodwine.co