VINO 100 - FDD UFOC ITEM 1 Detail
THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND
To simplify the language in
this Franchise Disclosure Document, "VINO 100" means the franchisor,
Vino 100, LLC. "You" means the person who buys the franchise. If you
are a corporation, partnership or other entity, "you" also includes
VINO 100 is a Delaware limited liability company that was formed in July 2003. VINO 100''s principal place of
business is located at Three Bala Plaza East, Suite 103, Bala Cynwyd, Pennsylvania 19004. VINO 100 does business as "VINO 100." VINO 100''s agents for
service of process arc listed in Exhibit A to this Disclosure Document.
VINO 100''s affiliate, The
Tinder Box International, Ltd. ("TBI") is a California corporation
that was incorporated on March 4, 1961. TBI has granted franchises for its
"Tinder Box" stores specializing in the sale of premium tobacco
products, including Tinder Box private label tobaccos and cigars, smokers''
accessories and supplies, as well as gifts, unique collectibles and other
related and/or complementary products and services, since 1965. As of January
31. 2008, TBI had 70 franchisees. TBI''s principal place of business is located
at Three Bala Plaza East, Suite 102, Bala Cynwyd, Pennsylvania 19004. TBI has not offered franchises in any other line of business and does not currently
engage in any other business activities.
Other than TBI, VINO 100 does
not have any parents, predecessors or affiliates offering franchises in any
line of business or providing products or services to its franchisees. VINO 100
has not had any predecessors during the 10-ycar period immediately before the
close of VINO 100''s most recent fiscal year.
VINO 100 has been offering: (i)
single-unit franchises; (ii) area director rights; and (iii) development rights
of the type being offered in this Disclosure Document since October 2003. VINO
100 has not offered franchises in any other line of business and does not
currently engage in any other business activities. VINO 100 does not currently
operate any company-owned stores or any business of the type being franchised.
VINO 100 stores ("Store")
are retail stores which specialize in the sale of a selection of 100 great
wines each with a retail price of $25 or less, other wine related gifts, VINO
100 private label products (non-alcoholic), wine products sold at a price
designated by you. on premises consumption of wine and other related and/or
complimentary food products, such as assorted cheeses and chocolates, and
services, as may be designated by VINO 100 or agreed upon by
VINO 100 and you. You may offer
additional wine selections at prices above $25 with VINO 100''s prior consent.
VINO 100 Express locations are
retail kiosks or other locations within stores which specialize in the sale of
a designated number of great wines chosen from the wine selection offered in
VINO 100 Stores, each with a retail price of $25 or less and other wine and/or
The VINO 100 Franchise
Agreement grants you the right to operate a Store or a VINO 100 Express
location at a specific location using the VINO 100 Proprietary Marks.
The typical Stores are
"in-line" stores, meaning they are developed in strip centers. These
locations are approximately 1,500 square feet in size. Some Stores may be
located in regional shopping malls. These locations are approximately 1,000
square feet in size.
VINO 100 may also grant you the
right to open a VINO 100 / Tinder Box Combination Store, if authorized by VINO
!00:s affiliate, The Tinder Box International, Ltd. If you develop a
"Combo Store," you must sign the VINO 100 Franchise Agreement, The
Tinder Box International, Ltd. Franchise Agreement and the Combination Store
Bridge Agreement in the form attached to this Disclosure Document as Exhibit
I-l. If you are interested in opening a Combo Store, you will also receive The
Tinder Box International, Lld.''s Franchise Disclosure Document, which includes
a copy of the Tinder Box Franchise Agreement. Combo Stores are approximately
1,200 - 1,500 square feet in size and are typically "in-line" locations.
Stores feature distinctive
exterior and interior design, signage, merchandising systems and decor, color
scheme and fixtures and/or equipment, uniform standards, specifications and
procedures for operations; procedures for inventory and management control;
training and assistance; and marketing programs; all of which may be changed,
improved, developed, or discontinued by VINO 100.
VINO 100 also offers multiple
unit development opportunities through cither the Development Agreement or Area
Director Agreement. The Development Agreement authorizes you to develop, and
operate yourself, a specific number of Stores at the locations set out in your
Development Agreement. A Franchise Agreement is signed between you and VINO 100
(bl�each Store opened under the Development Agreement.
The Area Director Agreement
grants you the right to serve as an independent representative of Vino 100 and
to coordinate the development of an exclusive territory, including recruiting
franchisees to operate Vino 100 Stores, as well as the right to provide
continuing operational and supervisory assistance and otherwise administer the
System within your designated territory. A Franchise Agreement is signed
between VINO 100 and the franchisee for each Store opened under the Area
Director Agreement. In certain states, if you sign an Area Director Agreement,
you may be considered a sub-franchisor and must therefore comply with certain
disclosure and registration requirements before you begin performance under the
Area Director Agreement.
Area Directors in the state of Maryland are not considered sub-franchisors. You are responsible for all costs and expenses
relating to the preparation of disclosures and the filing of any registrations
required by any franchise regulations that apply to your Area Director
Agreement. The estimates for these costs and expenses are disclosed in Items 6
and 7 of this Disclosure Document.
You compete with franchised and
chain stores of wine and liquor products, independent shops, stores and other
businesses which specialize in the sale of the products and services which you
offer for sale, and certain departments of general merchandise and department
stores offering competitive products and services.
The retail liquor business is
highly regulated by federal, state and local laws. These laws require that you
obtain all necessary liquor licenses before you can open your Store. In some
jurisdictions, liquor licenses may be difficult to secure, and often require
proof of good character and no criminal background. The distribution and sale
of alcoholic beverages is heavily regulated under stale and federal laws.
Government regulations impact terms and conditions of payment; payment of
excise taxes; advertising, trade and pricing practices; product labeling; sales
to minors and intoxicated persons; relationship among product producers,
importers, wholesalers, and retailers; ability to ship product between states;
and limitation on multiple unit ownership. Some jurisdictions limit the sale of
liquor to state-owned or licensed outlets. These laws may also impose limits on
the way you advertise your business and the date and hours in which you may
operate. For more detailed information as to how these laws affect your
business, you should contact the Liquor Control Board of your slate and the
City Manager of the city in which you will operate and consult with your
attorney concerning these and other local laws and ordinances that may affect