Terms and Conditions
GENERAL CONDITIONS OF SALE
Article 1 - General Principles - Application and Opposability of the General Conditions of Sale
1.1 - These general terms and conditions of sale (hereinafter referred to, for convenience, as the “GTC”) constitute the regime to which the company Château Arnaud Jouan SARL - hereinafter referred to as “the seller” - subordinates the sale of the wines listed in its prices (hereinafter referred to as the “wines”). Any sale of wines made by the seller is therefore governed by the GTC. Therefore, the fact that the buyer places an order implies:
• full and unreserved acceptance by the buyer of the General Terms and Conditions;
• waiver by the buyer - for any reason, at any time and in any form whatsoever - to avail himself of provisions contrary to or derogating from the General Terms and Conditions.
1.2 - The fact that the seller does not avail himself at a given time of any of the provisions of the General Terms and Conditions cannot be interpreted as constituting a waiver by the seller to avail himself subsequently of any of the said provisions.
Article 2 - Applicable law - Competent jurisdiction - Translation
2.1 - Sales made by the seller - and more generally the commercial relations existing between the seller and the buyer are subject to French law.
2.2 - It is expressly specified that in the event of a dispute of any nature, contestation relating to the validity, execution or enforceability, or difficulty in interpreting the GTC and, more generally concerning the relations existing between the seller and the buyer, the commercial court in the jurisdiction of which the seller's registered office is located will have sole jurisdiction, unless the seller prefers to refer the matter to any other competent court. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants. 2.3 - If the GTC are translated into a foreign language, the French language will prevail over any other translation.
Article 3 - Orders
3.1 - Any order must be the subject of a written document. Thus, the order placed verbally by the buyer must be confirmed by the buyer in writing and include all the information required to enable the seller to analyze said order.
3.2 - Any order made by the buyer is only valid after confirmation by the seller, materialized by the sending to the buyer of a written document emanating from the seller and indicating the terms of the order as accepted by the seller, it being specified however that the delivery of the order by the seller constitutes confirmation of said order.
3.3 - The seller is free to decide not to follow up on orders placed. No waiver of conclusion on the part of the seller constitutes a fault and cannot generate any right to compensation for the benefit of the buyer.
3.4 - The benefit of the order is personal to the buyer and cannot be transferred without the prior written consent of the seller.
3.5 - Except in cases of force majeure, no order may be cancelled in whole or in part, or more generally modified, by the buyer during the processing of said order by the seller, unless the seller agrees in writing to this effect.
Article 4 - Modifications to wines, prices and conditions of sale The seller reserves the right at any time – particularly taking into account market fluctuations – to make any changes to its wines, prices or conditions of sale.
Article 5- Delivery
5.1 - Unless otherwise formally accepted by the seller, sales are made ex-cellar of the seller. Delivery is considered to have been made when the wines ordered by the seller are actually made available to the buyer or to the carrier designated for this purpose by the buyer - at the place, date and according to the conditions previously indicated for this purpose by the seller to the buyer. It is specified in this regard that the loading of the wines and, more broadly, any handling of the wines carried out after the provision as defined in the T&Cs are the responsibility of the buyer and carried out at his expense and risk. In the event of non-collection of the wines ordered by the buyer in accordance with the terms and conditions set by the seller - and upon expiry of a period of 45 calendar days from the date thus set by the seller - the latter reserves the right to invoice the buyer for storage costs for the wines and/or to cancel the order in whole or in part - without prejudice to the seller's compensation by the buyer for all costs incurred by the seller and any damages suffered by the seller - directly or indirectly linked to the buyer's late collection of the products ordered.
5.2 - The products travel, in all circumstances, at the buyer's risk.
5.3 - The seller will endeavour to comply with the delivery time specified for the order. The aforementioned delivery time is however given as an indication, any exceeding of said time may not give rise to damages, compensation, deductions or cancellation of the order for the benefit of the buyer. In addition, these deadlines are subject to the timely receipt by the seller of all information to be provided by the buyer.
5.4 - It is also recalled that force majeure or fortuitous event releases at the discretion of the seller - temporarily or permanently - the seller from any delivery commitment and this without compensation for the benefit of the buyer. Such a situation includes all events or causes outside the control of the seller, hindering and / or stopping the supplies and / or deliveries of the seller or those of its suppliers, service providers, and / or subcontractors, and preventing in good faith the seller from carrying out the delivery of the wines subject to the order.
Article 6 - Pallets - Labeling
6.1 - The seller may be required, at the buyer's request - included in the order from the buyer and expressly accepted by the seller - to affix to the bottles, and more generally to the packaging of the wines subject to an order, labels necessary for the marketing by the buyer (in the destination territories) of the wines subject to the order. Said labels and/or their content will be provided under the sole responsibility of the buyer.
Article 7 - Receipt of the order Upon delivery (see article 5 of the General Terms and Conditions), the buyer - or any third party designated by the latter such as the carrier - checks the nature, condition, quantity, quality of the wines and more generally the conformity of the wines delivered to the content of the order concerned. In all circumstances, any reservation or dispute relating to the conformity of the delivery must upon receipt of the wines and in the presence of the carrier:
• be mentioned by the buyer explicitly and in detail on the delivery note;
• appear on the stub of the delivery note remaining in the hands of the carrier with mention of the date, time, and signature of the recipient;
• without prejudice to the arrangements to be made by the buyer with regard to the carrier, be immediately brought to the seller's attention (email and fax) and confirmed, within 48 hours, to the seller by registered letter with acknowledgment of receipt. The buyer must provide all justification concerning the anomalies noted and take all measures so that the seller can proceed to note them and, if necessary, remedy them.
Article 8 - Return of wines
8.1 - No return of wines may be made without the prior written consent of the seller. Any return of wines without the seller's consent is made at the buyer's expense and risk and will not give rise to the establishment of a credit note. The buyer will compensate the seller for all costs incurred by the seller - and any damages suffered by the seller - directly or indirectly related to this unauthorized return. - In the event of a request for the return of wines presumed by the buyer to be affected by a defect or non-conformity, the aforementioned wines must be kept by the buyer - pending the decision taken on this subject by the seller - at the seller's disposal at the buyer's premises. It is the buyer's responsibility to provide the seller with all information and justification concerning the alleged defect or non-conformity - the buyer must give the seller every option and take all steps to enable the seller to proceed himself, or through any person that the seller has decided to substitute for this purpose, to examine the wines allegedly affected or non-conforming in their current state. To this end, the buyer must in particular refrain from intervening himself or using a third party for this purpose and must take all measures to preserve the integrity of wines presumed to be tainted or non-compliant. The buyer must also, at the seller's request, return the wines concerned, at his own expense and risk. Failure by the buyer to comply with these provisions will exclude any recourse against the seller and will exonerate the latter from any possible liability.
Article 9 - Liability
9.1 - The seller guarantees to supply wines that comply with the regulations in force and with the characteristics announced by the seller for each wine considered. Thus, the seller guarantees to the buyer that the wines subject to the order will be of a fair and marketable quality. This guarantee is given in relation to French regulations relating to products intended for human consumption. The buyer is in particular exclusively responsible for ensuring that the characteristics, components and, more generally, elements relating to the nature and qualities of the wines subject to the order comply with the standards applicable in the territory where the wines ordered are marketed, and will be solely responsible for this.
9.2 - In the event of non-conformity of the wines, and to the extent that it has been definitively recognized that this is the exclusive responsibility of the seller, the seller's liability is strictly limited to the obligation:
• to replace the non-conforming wines with any identical or similar products.
• to reimburse the price paid by the buyer to the seller for non-compliant products.
It is recalled in particular for all useful purposes:
• that the wines subject to the order are subject to a check carried out by the seller prior to their departure from the seller's cellars - any order being consequently presumed to be compliant;
• that it is the buyer's responsibility to take all measures - particularly concerning storage - to ensure that the integrity of the products subject to the order is permanently preserved.
Article 10 - Prices
The wines subject to the order are sold at the price in effect at the time of confirmation of the order by the seller. The seller's prices are expressed Ex-VAT of the seller, excluding taxes (VAT in addition payable by the buyer) and in euros (€). Consequently, all taxes, duties, rights or other sums to be paid related to the sale of the wines, their importation and marketing, in particular in application of the national regulations of the seller and the buyer or of a transit country, and more generally of any regulation called upon to take cognizance of this situation, are the responsibility of the buyer.
Article 11 - Payment
Invoices are payable at the seller's registered office or at any place designated for this purpose by the seller to the buyer. Unless special conditions are set by the seller, payment is due thirty days from the date of issue of the invoice by the seller. Payments are made in Euros (€) and by transfer, check, draft or more generally any method of payment expressly and previously accepted by the seller, in accordance with the payment due date set for the order - the buyer must take all steps to ensure that payment is effective on such date. It is understood that the simple delivery of a title creating an obligation to pay does not constitute payment within the meaning of this clause, the seller's claim on the buyer subsisting with all the guarantees attached thereto, including the retention of title, until payment has been made in full. No claim by the buyer will be of such a nature as to allow the aforementioned due date to be postponed. No discount is granted in the event of early payment. Any deductions and/or compensations from the buyer are expressly excluded - unless prior written agreement is obtained from the seller. The collection by the seller of payment instruments containing deductions or compensations made by the buyer shall not constitute implicit acceptance by the seller of such practices. Any deterioration in the buyer's credit and, in general, any change - whatever its origin - in the buyer's situation - may justify the requirement for guarantee(s) and/or special payment terms set by the seller, or even the seller's refusal to follow up on orders made by the buyer.
Article 12 - Delay or failure to pay
Any amount not paid on the due date will automatically give rise to the payment of late payment penalties calculated on the amount of the amount remaining due at a rate of three times the French legal interest rate in force. These penalties run from the day following the payment date shown on the invoice until full payment of the amount due. Furthermore, non-payment of a single invoice shall, at the discretion of the seller, render immediately due and payable the amount of the other invoices remaining due to the seller - all of the amounts in question immediately producing interest according to the terms defined in this paragraph.
The seller may, at his own discretion:
• make the execution of current orders subject to the taking of guarantees or to new terms (in particular new payment conditions) giving all payment guarantees to the seller and deemed satisfactory by the seller.
• suspend its obligations regarding the order affected by the delay as well as all current orders until full payment of the amounts still owed by the buyer. In this case, the seller may - at its discretion - charge the buyer storage costs for the wines concerned.
• terminate the order automatically, the seller being able - if the buyer were to fail in his obligation to return the wines in question - to repossess the wines concerned. This termination will affect not only the current order but also - if the seller so wishes - all or part of previous or future orders, whether they have been delivered or are in the process of being delivered, and whether their payment is due or not. The deposits paid by the buyer will be retained by the seller.
• offset the amount of the unpaid invoice with any sums owed by the seller to the buyer. The aforementioned measures do not preclude the seller from obtaining in addition the payment of any damages in compensation for the loss suffered by the latter. The buyer must reimburse all costs incurred by the seller and incurred by the contentious recovery of the sums owed. Recovery costs will be invoiced at 40 euros excluding VAT.
Article 13 - Reservation of ownership
The wines whose sale is governed by the General Terms and Conditions are sold with a clause expressly subordinating the transfer of their ownership to the full payment of the price in principal and accessories. The seller and/or its carrier will therefore be authorized to enter the buyer's premises to remove the wines covered by the retention of title clause. This procedure is not exclusive of other legal actions or proceedings that the seller may decide to initiate.