These Terms and Conditions ("Agreement") govern the relationship between Borea Group, operated jointly by Quadrilateral d.o.o. (registration no. TBD, Ljubljana, Slovenia) and Exclusive Drinx Collection LLC (Sarasota, Florida, USA) (collectively "Borea", "we", "us"), and the individual or entity ("Client", "you") accessing or engaging our services.
Borea provides the services described in each individual Service Agreement or confirmed Quote. Services may include but are not limited to: US alcohol import licensing, TTB COLA management, FDA facility registration, customs clearance, third-party logistics (3PL) fulfillment, warehouse storage, will-call retrieval, courier dispatch, and bespoke sourcing of premium spirits.
Borea reserves the right to engage sub-contractors, licensed customs brokers, and freight carriers to fulfill its obligations, while retaining full operational responsibility to the Client.
Service specifications, pricing, and SLAs are established in the individual Quote or Service Agreement issued to each Client. In the event of conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail.
The Client agrees to:
The Client accepts full legal and financial responsibility for the accuracy of all documentation submitted to Borea. Borea acts in good faith on the basis of Client-provided information and cannot be held liable for consequences arising from inaccurate or fraudulent declarations.
All invoices are payable in USD or EUR via bank wire transfer (SWIFT or SEPA) unless otherwise agreed in writing. Standard payment terms are net-15 for compliance and one-time services, and net-30 for ongoing 3PL and storage agreements.
Invoices not paid by the due date accrue interest at the rate of 1.5% per month (18% per annum) on the outstanding balance. Borea reserves the right to suspend services and release hold of Client inventory pending full payment of outstanding balances and applicable storage fees.
All US customs duties, federal excise taxes, and port fees are invoiced separately at cost with no markup. The Client is the importer of record and bears ultimate responsibility for all government-imposed charges.
Bespoke sourcing transactions may require a 50% deposit prior to acquisition, with the balance due upon delivery confirmation.
Limitation of Liability: Borea's total aggregate liability to the Client for any claims arising under this Agreement shall not exceed the total fees paid by the Client to Borea in the three (3) months immediately preceding the event giving rise to the claim.
Borea shall not be liable for: (a) loss of profit, revenue, or business opportunity; (b) indirect, consequential, or punitive damages; (c) delays or losses caused by customs authorities, carriers, or Force Majeure events; (d) damage to Goods arising from improper packaging by the Client or third parties.
Indemnification: The Client agrees to indemnify, defend, and hold harmless Borea and its officers, employees, and agents from and against any claims, damages, fines, penalties, or legal costs arising from: the Client's breach of these Terms; inaccurate or incomplete documentation; the nature or legality of the Goods; or violations of applicable US or EU law.
Insurance: Borea maintains general commercial liability insurance. However, Clients are strongly advised to maintain their own cargo and product liability insurance for all Goods handled by Borea. Borea does not insure Client inventory stored in its facilities unless a separate Insurance Addendum is signed.
Borea operates as a licensed US importer and manages TTB and FDA compliance on behalf of Clients. Approvals, registrations, and permits obtained on behalf of a Client remain the property and responsibility of that Client once established.
Borea makes no warranty that any specific product will receive TTB COLA approval, FDA clearance, or state distribution licensing. Regulatory decisions rest with the relevant authorities. Borea's role is to prepare and submit compliant applications; delays or rejections by regulatory bodies do not constitute a breach of this Agreement.
The Client acknowledges that US alcohol distribution law prohibits direct-to-consumer shipping from non-licensed entities in most US states. Borea advises on legally compliant routing but is not responsible for state law violations initiated by the Client outside of Borea's service scope.
All content on boreagrp.com — including design, copy, code, graphics, and brand identity — is the exclusive intellectual property of Borea Group. Unauthorized reproduction, distribution, or use in any form is strictly prohibited and may result in civil and criminal liability.
The Client grants Borea a limited, non-exclusive licence to use the Client's brand assets (logos, product images, trademarks) solely for the purpose of fulfilling the agreed Services, including label submissions and marketing materials where expressly authorized.
This Agreement commences upon acceptance of a Quote or execution of a Service Agreement and continues until terminated by either party. Ongoing 3PL and storage agreements may be terminated by either party with 30 days' written notice. Compliance setup engagements are non-cancellable once regulatory filing has commenced.
Borea may terminate this Agreement immediately and without notice in cases of: (a) Client insolvency or bankruptcy; (b) non-payment outstanding for more than 30 days; (c) evidence that Goods are illegal, counterfeit, or misrepresented; (d) Client conduct that poses legal or reputational risk to Borea.
Upon termination, the Client is responsible for arranging retrieval of all stored inventory within 14 calendar days. Inventory not retrieved within this period may be subject to disposal charges or lien proceedings under applicable law.
For EU-side operations and Clients domiciled in the European Union, this Agreement is governed by the laws of the Republic of Slovenia, and disputes shall be submitted to the exclusive jurisdiction of the courts of Ljubljana, Slovenia.
For US-side operations and Clients domiciled in the United States, this Agreement is governed by the laws of the State of Florida, and disputes shall be submitted to the exclusive jurisdiction of the courts of Sarasota County, Florida.
Prior to initiating formal legal proceedings, both parties agree to attempt resolution through good-faith negotiation for a period of not less than thirty (30) days.
For questions regarding these Terms, contact Borea Group at the address listed on our website. Borea reserves the right to amend these Terms at any time. Clients will be notified of material changes by email or via a prominent notice on boreagrp.com. Continued use of Services following notification constitutes acceptance of the revised Terms.
These Terms were last updated on 1 January 2025. They supersede all prior agreements, representations, or understandings between the parties relating to the subject matter herein.