These Sourcing Intermediary Terms (“Terms”) set out the basis on which Old World Wines SL (“Old World Wines”, “we”, “us”), a company organised under the laws of Spain with its registered address at Buxón 02043, 03729 Lliber, Alicante, Spain, provides wine sourcing and introduction services to importers, distributors, private label buyers, bulk buyers, and hospitality businesses (“Client”, “you”). These Terms govern that relationship; acceptance of these Terms is addressed in Clause 14 (Electronic Acceptance).
1. Role of Old World Wines as Independent Intermediary
Old World Wines acts solely as an independent sourcing and introduction intermediary. Old World Wines identifies, assesses and introduces potential wineries in Spain, France, Italy, and Portugal (“Wineries”) to the Client based on the Client’s stated requirements, and facilitates communication and negotiations between the parties. Any assessment carried out by Old World Wines is for sourcing purposes only and does not constitute a guarantee of a Winery’s financial position, solvency, production capacity, legal compliance, product quality, or contractual performance.
Old World Wines is not the seller, manufacturer, producer, importer, exporter, or distributor of the wine. Old World Wines does not take title to, or possession of, the wine at any stage, and does not control a Winery’s fulfilment of any order. Old World Wines does not act as the Client’s agent, and does not act as a Winery’s agent, unless a separate written agreement expressly provides otherwise. The purchase contract for the wine, including all terms relating to price, quantity, delivery, payment, and quality, is concluded exclusively between the Client and the Winery; Old World Wines is not a party to that contract.
The Winery is solely responsible for the accuracy of its product specifications, product compliance, labelling, certifications, production, quality, food and wine regulatory compliance, packaging, delivery, customs and export documentation (where applicable), invoicing, warranties, recalls, and any claims relating to the wine, and for its own fulfilment of the purchase agreement with the Client. Old World Wines provides no guarantee or warranty in respect of any of these matters.
2. Ordering Process
Once Old World Wines has introduced a Winery to the Client, all subsequent communication regarding pricing, minimum order quantities, samples, production capacity, packaging, labelling, delivery schedules, and payment terms takes place directly between the Client and the Winery, unless the parties agree otherwise in writing.
Old World Wines may, at its discretion and where requested, continue to assist with coordination, translation, logistics guidance, or follow-up during and after the ordering process, without this creating any obligation, agency, or liability on the part of Old World Wines for the underlying transaction.
3. Fees and Commission
The commission described in this Clause 3 is payable by the Winery to Old World Wines on completed orders arising from an introduction made by Old World Wines. Unless agreed otherwise in writing, this commission is due regardless of whether future repeat orders between the Client and a Winery are coordinated through Old World Wines, where that Winery was originally introduced by Old World Wines, for the duration set out in Clause 5.
The Client does not owe Old World Wines a commission under this Clause 3 in respect of transactions properly conducted through the Winery. The Client’s own liability to Old World Wines arises only in the specific circumstances described in Clause 5, which is dealt with separately in that clause.
4. Confidentiality
Each party agrees to keep confidential any non-public business information shared in the course of the sourcing relationship, including Winery contact details, pricing, volumes, and terms, and to use such information solely for the purpose of evaluating and conducting business through Old World Wines. This obligation survives termination of the relationship for two (2) years.
This obligation does not apply to information that: (a) is or becomes publicly available other than as a result of a breach of this Clause; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of or reference to the confidential information; (d) is lawfully received from a third party without restriction on disclosure; or (e) must be disclosed pursuant to a requirement of law, regulation, or a court or governmental order, provided that, where legally permitted, the disclosing party gives prompt notice of that requirement.
5. Non-Circumvention and Non-Solicitation
In consideration of the introductions, market knowledge, and relationships made available by Old World Wines, the Client agrees not to circumvent Old World Wines by concluding a transaction directly with a Winery introduced by Old World Wines for the purpose of avoiding Old World Wines’ agreed remuneration, without Old World Wines’ prior written consent, for a period of twenty-four (24) months following the initial introduction. This restriction applies only to: (a) Wineries actually introduced to the Client by Old World Wines; and (b) transactions involving the products or wine categories in respect of which Old World Wines made the introduction, or transactions otherwise arising from that introduction.
Ordinary direct communication between the Client and a Winery for the purpose of carrying out a transaction is not, in itself, prohibited, provided that Old World Wines’ economic rights under these Terms are respected. This Clause is intended to prevent circumvention of Old World Wines for the purpose of avoiding its agreed remuneration, not to prevent the Client and a Winery from communicating directly.
This non-circumvention obligation does not apply where the Client can demonstrate that it had a genuine and pre-existing commercial relationship with the relevant Winery before Old World Wines made the introduction. The Client must notify Old World Wines promptly in writing if it wishes to rely on this exception, providing reasonable evidence of the pre-existing relationship.
Subject to the pre-existing relationship exception in the preceding paragraph, Old World Wines remains entitled to its commission on repeat orders placed by the Client with an introduced Winery during the period referred to in this Clause, even if Old World Wines is not involved in the subsequent communication, the Client contacts the Winery directly, the order is placed directly with the Winery, or Old World Wines does not coordinate the repeat order.
Should the Client engage in a transaction with an introduced Winery in breach of this Clause, the Client agrees to pay Old World Wines a fee calculated, where the applicable Winery commission rate under Clause 3 is known, at that rate applied to the Net Transaction Value of the relevant transaction, or, where that rate cannot reasonably be established, at the average commission rate received by Old World Wines from its Winery partners during the twelve (12) months preceding the transaction, applied to the Net Transaction Value. “Net Transaction Value” means the purchase price of the wine actually paid or payable by the Client to the Winery, excluding VAT, transport charges, customs duties, and other amounts that do not form part of the wine purchase price.
6. Intellectual Property
All trademarks, winery names, logos, and product names referenced on the Old World Wines website or in its materials remain the property of their respective owners. Nothing in these Terms transfers any intellectual property rights to the Client.
Old World Wines retains all ownership of its own sourcing information, databases, commercial contacts, pricing information, market information, proprietary materials, business methods, and documents and materials created by Old World Wines. The Client does not acquire any ownership rights in such materials merely as a result of receiving an introduction.
7. Limitation of Liability
To the fullest extent permitted by law, Old World Wines’ liability arising out of or in connection with its sourcing and introduction services is limited to the total commissions actually received by Old World Wines from the relevant Winery in connection with the relevant introduction during the twelve (12) months preceding the event giving rise to the claim.
Old World Wines is not liable for any indirect, incidental, or consequential loss and, without limitation, is not responsible for any loss caused by a Winery, a Winery’s insolvency, defective or non-conforming products, late delivery, a Winery’s breach of applicable regulations, or a Winery’s failure to fulfil its contract with the Client.
Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law, including liability for wilful misconduct (dolo) to the extent such exclusion is not permitted under Spanish law.
8. Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, or franchise relationship between the parties, and neither party has authority to bind the other except as expressly stated in these Terms. Old World Wines acts at all times as an independent contractor and intermediary, and nothing in these Terms is intended to constitute Old World Wines a commercial agent (agente comercial) within the meaning of Spanish Law 12/1992, of 27 May, on Agency Contracts.
9. No Authority to Bind
Neither the Client nor Old World Wines has authority to make representations, warranties, commitments, or contractual obligations on behalf of the other party. Old World Wines has no authority to bind, or to conclude contracts on behalf of, a Winery, unless a separate written agreement between Old World Wines and that Winery expressly grants such authority.
10. Term and Termination
These Terms apply for as long as Old World Wines is providing sourcing or introduction services to the Client and remain in effect after the relationship ends solely with respect to Clauses 4, 5, and 7, which survive termination for the periods stated therein.
11. Entire Agreement
These Terms constitute the entire agreement between Old World Wines and the Client in relation to the sourcing and introduction services described in these Terms, and supersede all prior discussions, understandings, or agreements relating to those services. Any amendment to these Terms must be made in writing and agreed by both parties.
12. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions remain in full force and effect. Where legally permissible, the invalid, illegal, or unenforceable provision will be interpreted or modified to the minimum extent necessary to achieve its original commercial purpose as closely as possible.
13. Waiver
No failure or delay by Old World Wines in exercising or enforcing any right or provision of these Terms constitutes a waiver of that right or provision, and no single or partial exercise of any right precludes any further exercise of that or any other right.
14. Electronic Acceptance
These Terms may be accepted electronically. Acceptance by email, electronic signature, online acceptance, or by requesting an introduction from Old World Wines or placing an order with a Winery following receipt of these Terms, constitutes acceptance of these Terms by the Client, to the extent permitted by applicable law.
15. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, including their existence, validity, or termination, are governed by the laws of Spain.
Subject to any mandatory statutory jurisdiction rules that may apply — including, where relevant, under Spanish Law 12/1992, of 27 May, on Agency Contracts — the parties submit to the exclusive jurisdiction of the courts of Alicante, Spain, to the extent permitted by applicable mandatory law.
16. Contact
Old World Wines SL — Buxón 02043, 03729 Lliber, Alicante, Spain
Email: info@oldworldwines.es | Tel: +34 669 816 418