General terms and conditions of sale
1. APPLICATION OF G.T.C.S.
These general terms and conditions of sale (hereinafter “G.T.C.S.”) apply to all sales of wine by the CHAI DES CHARTREUX company (hereinafter “the vendor”) to any professional buyer regardless of his/her organisation. The G.T.C.S. are systematically sent or submitted to each buyer to enable him/her to place an order and shall be considered to have been accepted when the first order is placed. No general condition of purchase may prevail against the G.T.C.S. unless exemption is expressly and formally granted by the vendor. Any contradictory conditions appearing on any document issued by the buyer shall be unenforceable to the vendor unless expressly accepted. No tolerance by the vendor of any kind, extent and duration whatsoever, shall be construed as a subsequent waiver of the G.T.C.S.
2. SELECTION – ORDER PROCESS – CANCELLATION OF ORDERS
1. The wines sold are deemed to be approved when they leave the vendor’s cellar. They are packed in wooden crates or cartons, placed on pallets protected by a film and a guarantee strip.
2. All orders must be validated and only become final when confirmed by the vendor (excluding any agents or other representatives), pursuant to a proforma indicating the number of bottles of wine available, the corresponding price and/or written confirmation of special conditions of sale. Upon confirmation, the order cannot be cancelled in whole or in part by the buyer, unless there is express consent from the vendor’s legal representative (manager).
3. The vendor reserves the right to cancel an order, even if it has been confirmed, if its supplier is unable to deliver it within a reasonable timeframe for the buyer, without recourse possible for the latter. The buyer shall then receive a refund of any deposit already paid, excluding any compensation.
4. Any wine order that the buyer intends for exportation or an intra-community delivery which would be carried out with the VAT suspended at its request, must be accompanied by a proof of purchase free of VAT, duly endorsed by the administration.
5. If the buyer’s financial situation deteriorates, the vendor reserves the right to change the buyer’s deadlines and means of payment at any time and to cease all business with him/her in the event of a problem with payment or non-compliance with the G.T.C.S.
3. PRICES – METHODS OF PAYMENT – DELAY AND FAILURE TO PAY
1. The sale prices of the wine are given in Euros. They do not include taxes; packaging costs are included unless the buyer makes a specific packaging request. Any tax, levy, duty or other charge payable under the laws and regulations in force shall be borne by the buyer. For international sales, the buyer shall communicate any documents justifying the wines leaving the country. Otherwise, an additional invoice will be sent to the buyer in respect of the VAT.
2. Subject to any en primeur sales, the price of which is subject to a special payment schedule, wines are to be paid for when they are picked up, unless the vendor expressly agrees to delayed payment. The payments are made by draft, subject to acceptance, or by bank transfer, and the vendor reserves the right to accept other forms of payment. In case of payment by draft, the buyer is required to return accepted the effects which were issued upon presentation of the invoice, at least eight (8) working days before the maturity date of the draft. In case of en primeur sales, payments will be made on the agreed dates and cannot be postponed by the buyer.
3. No discounts are granted for early payment.
4. Any late payment shall automatically, by way of penalty for delay, incur interest equal to three times the legal rate of interest on outstanding amounts, as of the day following the payment date shown on the invoice. In case of delayed payment for wines that have already been made available or collected, the vendor is expressly entitled to compensate for the orders that have become payable with the amount of deposits received towards the price of any wines sold en primeur that have not yet been made available. In case of delayed payment of a deposit or compensation that reduces the amount of deposit received, the vendor expressly reserves the right to proportionally reduce the amount of wine to be made available to the buyer.
5. When payment is staggered, non-payment of a single instalment results in the whole price becoming payable immediately. In addition, the sums due for any other orders shall become payable immediately unless the vendor decides to cancel the sale. The buyer must pay the vendor compensation of forty (40) Euros for recovery of the amounts due, given that the vendor may ask for additional compensation subject to proof of expenses and fees incurred.
4. COLLECTION – TRANSFER OF RISKS
1. Subject to any special conditions agreed, collection takes place when either the buyer or their carrier removes the wine from the vendor’s cellar.
2. Unless expressly stated otherwise by the vendor, the deadlines for making wine available are given as an indication only and any delay in making wine available for a reason that is not the vendor’s fault shall not give rise to claims for damages, financial deductions or cancellation of pending orders by the buyer.
3. The buyer is required to take receipt of the wines no later than ten (10) working days after being notified by the vendor that they have actually been made available. If the wine is not taken within this period of time, the vendor shall be entitled to invoice the buyer for storage costs, per week of delay, up to one (1) per cent (%) of the selling price of the wine made available (price including VAT for sales to France and price excluding VAT for export sales).
4. The vendor is authorised to make full or partial amounts of stock available depending on availability.
5. The transfer of risks related to the wine becomes effective on the date that the vendor notifies the buyer that the wine is available from its cellars; in case of international sales, it is subject to the 2010 edition of the ICC Incoterm EX WORKS (EX CELLARS). As a result, the vendor shall not be liable for wine being loaded into the carrier’s lorry or for any voluntary help with the handling provided by the vendor.
6. The wine is always transported at the risk of the buyer whose responsibility it is to make all reserves and exercise all claims against the carrier by registered letter with acknowledgement of receipt (hereinafter “R.L.A.R.”), within three (3) days of the delivery (Article L.133-3 of the Commercial Code).
5. RETURNING WINE – PROCEDURES
1. Without prejudice to Article 4.6 above, any claim regarding unsatisfactory or non-compliant wine (breakage during transportation, missing, corked taste, etc.) should be made to the vendor by R.L.A.R. within eight (8) working days after receipt of the wine was collected. No claims will be accepted beyond this period. It is the buyer’s responsibility to provide any evidence regarding the fault or defect found.
2. The buyer must allow the vendor to be able to observe the reported defects and/or non-conformities. In the event of the wine received being non-compliant or of a defect that is duly noted by the vendor, the buyer can obtain a replacement free of charge or a credit note at the vendor’s discretion, to the exclusion of any other compensation. In the case of a credit note, it shall be deducted from the buyer’s next order and will not be refunded, unless otherwise agreed by the vendor.
3. All returns shall be subject to express agreement from the vendor. Any wine returned without such agreement will be kept available to the buyer and will not lead to a credit note being established. No returns shall be accepted if the wine has been stored in poor conditions in the premises of the buyer or its providers. The costs and risks of return shall be borne by the buyer unless otherwise agreed by the vendor. Returns shall not under any circumstances delay the payment of invoices.
6. VENDOR’S LIABILITY
1. The vendor’s liability may only be applied, in any event, to direct, certain personal damages that the buyer could suffer, expressly excluding compensation for any damage and/or indirect damage, consequential damage, such as all damage other than tangible or material damage, notably all economic or financial losses, loss of use, loss of use of a right, interruption of service, loss of customers and more generally depreciation of assets, additional costs and operating losses.
2. In addition, it is not liable if the failure to perform or delay in carrying out any of its obligations is due to a force majeure event or similar including strikes, lock-outs, riots, war, lack of transport, power failure, interruption of supplies beyond the control of the vendor, factory accidents, floods, fires, etc.
3. If the vendor’s liability was recognised, the maximum amount of compensation that the vendor may be ordered to pay to the buyer shall under no circumstances exceed the sale price excluding VAT stipulated in the proforma, regardless of wine prices on the BORDEAUX marketplace.
1. Until the end of the period for taking receipt of the wine (see Article 4.3.), the associated risks (fire, water damage, theft, etc.) are the vendor’s responsibility to insure accordingly. The vendor shall take out an insurance policy so that the buyer can be compensated in case of disaster, based on the sale price of wines excluding VAT stipulated on the proforma. The compensation received for the wine affected shall be refunded to the buyer by the vendor after deducting any instalments not yet paid by the latter.
The buyer will make it his/her business to insure against the risk that may arise due to the difference between the value of the price on the BORDEAUX market and the value of the sale price of wine stipulated in the proforma, it being understood that, in this case, he/she undertakes to waive and make his/her insurer waive any claim that it would be entitled to make against the vendor.
2. At the end of the period for collecting the wine, the vendor is still required to insure any wine that is not taken, but will be entitled to rebill the share of the insurance premium that corresponds to any such wine, unless the buyer notifies the vendor that he/she intends to take it upon him/herself to take out an insurance policy against all risks to the wine and that he/she can justify to the vendor.
8. RETENTION OF TITLE – SUBROGATION OF CLAIMS
1. The vendor retains ownership of the wine until full payment of its whole price and any subsidiary amounts (VAT, etc.) has been made, even though the risks have been transferred to the buyer.
2. In case of resale of wine by the buyer before payment in full:
– Any wine identical to that received and resold that may still be in the buyer’s possession may be subject to recovery by the vendor in accordance with its price conditions in force at the time of exercising this right of recovery
– The buyer agrees to fully transfer to the vendor in accordance with the provisions in force, until the vendor’s invoices are paid, all or part of the claims relating to its own customers who purchased the wine, notifying them of the subrogation of claims up to the value of wine sold, subject to ownership.
Costs related to wine claims or resale prices shall be borne by the buyer.
3. In the event of seizure or any other intervention by third parties on the wine, it is essential that the buyer notify the vendor without delay, in order to enable it to object to it and defend its rights. The buyer agrees not to pledge the vendor’s wine or assign it as security.
4. In the event that the buyer is subject to collective proceedings, he/she undertakes to inform the vendor by R.L.A.R. within eight (8) working days of the opening judgement, so that the latter is able to claim any wine that may be found among the buyer’s assets.
5. The buyer shall ensure that it is always possible to identify the wine on its premises.
9. SUSPENSION – CANCELLATION
In the absence of full or partial payment of any invoice payable within five (5) working days after the formal notice sent to the buyer by R.L.A.R., the vendor reserves the right to suspend or cancel this sale and any other on-going sales, whether they predate or postdate the sale in question, without prejudice to any damages that may be claimed against the defaulting buyer.
10. INTERPRETATION – APPLICABLE LAW – ASSIGNMENT OF JURISDICTION
1. The G.T.C.S. are available in English and French at the choice of the buyer. In the event of problems of interpretation or contradiction, the French version shall prevail.
2. French law is applicable to G.T.C.S. and to any sale between the vendor and the buyer; application of the Vienna Convention on the International Sale of Goods of 11 April 1980 is excluded.
3. In the event of a dispute arising between the parties, the parties agree to make every effort to reach an out-of-court settlement of the dispute within a period of one (1) month. If no amicable solution can be found at the end of this period, any dispute arising between the parties shall be the sole responsibility of the Commercial Court of LIBOURNE (France), even in cases of introduction of third parties or multiple defendants.