Last updated: September 8, 2026.

These terms govern the purchase of Vinmesa products at wholesale for resale or business use and apply to every wholesale order you place with us. Please review them carefully, as they constitute the complete agreement between us regarding wholesale purchases.

By checking the box, clicking "I Agree," or placing a wholesale order, you agree to these terms on behalf of your business. If you do not have the authority to bind your business, or if you do not agree to these terms, you may not place an order.

In these terms, "Vinmesa," "we," "our," and "us" mean Vinmesa LLC, a Colorado limited liability company. "You" and "your" mean the business placing the order. "Products" means the bottle chilling systems and related goods we sell under the Vinmesa name.

1. Your Wholesale Account

You must have an approved wholesale account to purchase Products at wholesale pricing. We may request a resale certificate, business license, or other reasonable information before approving your account, and we reserve the right to decline or close an account at any time.

You must keep your account information accurate and current and maintain the confidentiality of your login credentials. You are responsible for all orders placed through your account.

This is a non-exclusive arrangement. You are not our exclusive distributor in any territory. We may sell to any party, including other wholesalers, retailers, and consumers, and we do not assign exclusive territories.

You are an independent business. Nothing in these terms creates an employment, agency, partnership, or joint venture relationship between us. Neither party has the authority to bind or make representations on behalf of the other.

2. Placing Orders

Each order constitutes an offer to purchase Products. An order is not binding on us until we accept it, and we may decline any order for any reason. All orders are subject to Product availability.

Your initial order must be for at least twenty-four (24) units. Thereafter, reorders may be placed in increments of eight (8) units.

Once production or customization begins, the order becomes final, as further described in Section 6 regarding custom orders.

3. Pricing and Payment

Your price is the wholesale price displayed at checkout for your applicable pricing tier. Pricing may vary based on tier, finish, customization, and order volume. We may change wholesale pricing from time to time upon advance written notice. Price changes will not apply to orders we have already accepted.

Unless we have approved payment terms for you in writing, payment is due when you place your order. Any net payment terms we extend are offered at our discretion and may be withdrawn at any time.

You are responsible for all sales, use, value-added, tariff, duty, and similar taxes or charges arising from your purchases, excluding taxes imposed on our income. If you provide a valid resale or exemption certificate, we will not charge the tax covered by that certificate.

If payment is late, we may withhold shipments until your account is current and may suspend your account. If payment is more than ten (10) days past due, we may close your account and declare all outstanding amounts immediately due and payable.

4. Shipping, Delivery, and Inspection

Products are shipped F.O.B. our shipping point. Title and risk of loss pass to you when we deliver the order to the carrier. Unless otherwise agreed in writing, you are responsible for all freight, insurance, duties, and related charges, including charges associated with orders you refuse at delivery.

All shipping and delivery dates are estimates and are not guaranteed. We will use commercially reasonable efforts to meet your requested delivery date and provide advance notice if we anticipate that we will be unable to do so. However, we are not liable for shipment or delivery delays, and the carrier acts as your agent, not ours.

You must inspect each shipment within five (5) days after delivery and notify us within that period of any shortage, damage, or discrepancy. If we do not receive timely notice, the shipment will be deemed accepted.

5. Returns, Defects, and Warranty

All wholesale purchases are final sale, except for Products that arrive defective, damaged, or incorrectly fulfilled. You must notify us within thirty (30) days after delivery. At our option, we will repair or replace the affected Product or issue a credit to your account.

You may not return any Product without our prior authorization. Unauthorized returns will not be accepted, exchanged, or credited.

Our warranty does not cover misuse, improper care, accidental damage, unauthorized modification, or normal wear and tear. Chill Blocks and all other components must be used and maintained in accordance with our published instructions.

Except as expressly provided in this section, we make no warranties of any kind, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

6. Custom and Made-to-Order Products

Custom logos, colors, finishes, packaging, and other modifications require our prior approval. If you provide artwork, trademarks, or other materials, you represent and warrant that you have all necessary rights to use those materials and to authorize us to use them in fulfilling your order.

Artwork becomes final upon your approval. Once production or customization begins, custom orders may not be cancelled, changed, or refunded, and any deposit may be non-refundable.

Standard orders may be cancelled before production or fulfillment begins, subject to our approval.

7. How You Can Sell Our Products

You may sell the Products only through the locations, websites, and sales channels approved for your account. You may not sell through third-party marketplaces or appoint sub-distributors, brokers, or resellers without our prior written approval.

You may not represent yourself as our exclusive or authorized distributor beyond the scope we have expressly approved.

Products are intended for professional hospitality, resale, gifting, and other commercial uses approved by us. Retail or gift packaging is included only when specifically purchased.

8. Our Brand and Intellectual Property

While your account remains active and in good standing, you may use the "Vinmesa" name and our approved Product photography and marketing materials solely to promote and resell the Products. This permission is limited, revocable, and non-exclusive and does not transfer any ownership rights.

All trademarks, Product designs, patents, photography, marketing materials, and other intellectual property remain our exclusive property. Purchasing Products does not grant you any ownership interest or license beyond the limited right to resell and promote the Products as authorized under these terms.

You may not alter, remove, obscure, or misrepresent our branding without our prior written approval.

If your account is closed, or upon our request, you must stop using the Vinmesa name in your signage and advertising and must not use any name that is confusingly similar to the Vinmesa name.

9. Product Changes and Natural Variation

Wood grain, color, finish, and material may vary slightly from piece to piece. Such natural variations are inherent in the materials and do not constitute defects.

We may change Product designs, specifications, and packaging at any time, provided that the change does not materially affect Product functionality. We are not obligated to apply any such change to Products previously shipped to you.

10. Term and Ending the Relationship

These Terms become effective on the date you accept them and will remain in effect with respect to all Orders unless and until terminated by us.

We may terminate these Terms and our relationship with you at any time, for any reason, upon sixty (60) days’ prior written notice. We may also terminate these Terms upon written notice if you breach any provision of these Terms.

We may terminate these Terms and close your account immediately if you become insolvent, file or have filed against you a bankruptcy or similar insolvency proceeding, or cease conducting business.

Termination will not affect any Orders accepted prior to the effective date of termination or relieve you of any payment obligations or other amounts owed to us. Sections 5, 8, and 11 through 13 will survive any termination of these Terms.

11. Limitation of Liability

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOST TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF THE PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE OR SUCH DAMAGES WERE FORESEEABLE.

OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

Neither party is responsible for any failure or delay caused by circumstances beyond its reasonable control, including labor disputes, civil unrest, war, fire, flood, severe weather, government action, strikes, pandemics, public health emergencies, quarantines, or acts of God. This provision does not excuse any obligation to pay amounts when due. The affected party must notify the other party within approximately three (3) business days after the event occurs.

12. Disputes

These terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these terms will be resolved exclusively through binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator in Denver, Colorado, and conducted in English. The arbitrator will apply Colorado law, issue a written decision that includes findings of fact, and may award monetary damages but may not award consequential, indirect, special, exemplary, or punitive damages or grant specific performance. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Each party will bear its own costs. Arbitration is the exclusive means of resolving disputes between the parties.

13. Other Legal Terms

Notices to us must be sent to Support@vinmesa.com. Notices to you will be sent to the mailing address or email address associated with your wholesale account. Notice is effective upon receipt.

You may not assign these terms or any rights or obligations under them without our prior written consent. We may assign these terms.

A party's delay or failure to enforce any provision of these terms does not constitute a waiver of that provision or any other provision.

If any provision of these terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Headings are included for convenience only. These terms will not be interpreted against either party solely because that party or its representative drafted them.

We may update these terms from time to time. If we do, we will post the updated version and provide notice to you. Updated terms will apply to orders placed after the update. Each order will be governed by the terms in effect when we accept that order.

These terms, together with your order and any written agreement signed by both parties, constitute the entire agreement between us regarding wholesale purchases and supersede all prior or contemporaneous oral and written communications on that subject. Any conflicting or additional terms contained in your purchase order will not apply.

Accepting These Terms

By checking the box, clicking "I Agree," at checkout, or placing a wholesale order, you confirm that you have read and agree to these terms and that you have the authority to bind your business. We will retain a record of your acceptance, including the date and your account details.