Application of the General Sales Terms
These General Sales Terms (hereinafter referred to as "G.S.T.") apply to the sale of wine by the Château La Création company (hereinafter referred to as "the Vendor") and apply to any professional buyer residing in mainland France. The G.S.T. as well as the scale of prices are automatically addressed or submitted to each buyer to enable orders to be placed, and are considered to have been accepted by The Buyer in their entirety on placing an order. No general purchase terms, unless otherwise agreed in writing by The Vendor can take precedence over the G.S.T. Any contrary terms laid down by The Buyer will not apply to The Vendor. No leniency on the part of The Vendor, irrespective of nature and duration, may be interpreted as a renunciation of the G.S.T. to be called upon at a later date.
1. Orders are firm as of their written confirmation by The Vendor. Acceptance can also be taken for granted if wines are made available. The Vendor reserves the right to cancel a firm order in the event that a loss of quality is discovered that might be harmful to the reputation of its vintage, and this without any recourse on the part of The Buyer.
2. Any order confirmed by The Vendor can only be modified with its written consent. Irrespective of the circumstances, any deposit paid will remain the property of The Vendor.
The wines are sold certified or considered as certified on leaving The Vendor's winery.
The success of certain vintages and annual variations in quantities produced can lead to stock running out. Any order having been place with payment of a deposit will, in such circumstances, be refunded, without any compensation being due for this reason.
Delivery and transfer of risks - delivery
1. Wine is considered as delivered as soon as it is made available at The Vendor's winery. Consequently, wines travel at The Buyer's own risk, so it is incumbent on the latter to take out adequate insurance.
2. Delivery is carried out, either by The Buyer collecting direct from The Vendor's winery, or by handover to a delivery firm. When the wine is to be collected by The Buyer, the time of collection cannot under any circumstances to be higher than eight days as from being made available by The Vendor, unless there are expressly agreed specific terms between the parties.
When the goods are to be delivered, the delivery can, at The Vendor's discretion, either be made personally, or by a service provider of its choice. Delivery is made port paid, The Buyer then being invoiced for the cost of delivery.
Deliveries are made in relation to availability and are processed in order of arrival of orders. The Vendor reserves the right to make full or partial deliveries.
Delivery times are only provided as an indicator, and are as exact as possible, subject to production and delivery availability and any other event not under The Vendor's control. Consequently, delivery overruns cannot result in the payment of compensation, withholding of payment or cancellation of pending orders.
However, if two (2) months after the indicated delivery date, the wine has still not been delivered for any reason other than force majeure, the sale can be terminated at The Buyer's request. The Buyer will be refunded any deposit made, to the exclusion of any other indemnity. Force majeure most notably includes: war, riots, fire, strikes, accidents, natural disasters.
Reception - transport
1. On making available, or if necessary on delivery of the wine, The Buyer should check the state of the delivery. We underline that reception negates all action against the delivery firm for damage or partial loss if, within the three days following reception The Buyer has not notified the delivery service of its reservations, (Article L 133-3 of French Trade Law).
2. Notwithstanding the provisions to be taken with respect to the delivery firm within the three days following reception, any reservation about the delivery or refusal of delivery due to damage, losses or con-conformity of the products delivered to the dispatch form must be expressed in writing on the delivery firm's proof of delivery, and be confirmed by the delivery firm within 72 hours by registered letter, a copy of which will be sent to The Vendor within eight days of reception. It will be up to The Buyer to provide proof of the reality of the defects and/or non-conformities found. The Buyer must enable The Vendor to investigate these defects and/or non-conformities in order to be able to remedy them. In particular, The Buyer must, on request from The Vendor, send products in question for examination.
Return - methods
Any return must be the subject of a formal agreement between The Vendor and The Buyer.
Any product returned without this agreement will be held at the disposal of The Buyer and will not be exchanged for a credit note.
Accepted returns must be accompanied by the proof of delivery and the written description of the defect found. The proof of delivery mentions the delivery date.
The expenses and risks of return are always The Buyer's responsibility. Returns will not, under any circumstances, delay the payment of the invoices after the agreed payment date.
In the event of nonconformity of the delivered products duly noted by The Vendor, The Buyer will have the right to free replacement or, failing this, a credit note, but no other indemvnity.
If The Buyer is given a credit note, this one will be deducted from The Buyer's next order. Under no circumstances will the credit note be refunded.
Price - scale of prices - payment - payment overrun.
1. The prices are shown departure winery. The prices are net of any discount, ex-VAT, and do not include packing and transport charges. Any tax, duties, right or other charges to be paid pursuant to the laws and regulations in force are the responsibility of The Buyer.
2. The prices of the sold items can be revised periodically and The Buyer will be informed on request, and at the latest, at the moment when The Buyer places an order.
3. The payment deadline will be shown on the invoice. In terms of payment of invoices for wine sales, Article L 443-1 of the French Trade Laws specify that, at the risk of a fine of 75,000 euro, the time taken by a retailer to pay for the purchase of any alcoholic drink that is subject to duties as per Article 438 of the General Tax Laws is seventy-five days from delivery. In the event of deferred payment or payment on due date, a payment as per this Article can be the handing over of a bill of exchange or cheque pending it being honoured. No discount is granted for prepayment.
4. Any payment overrun can involve the suspension of any pending order and automatically trigger the invoicing of overrun penalties at a legal interest of one and a half times the legal interest rate in force, as from the day following the date of payment shown on the invoice. The overrun penalties due to The Vendor will be subject to a prior warning addressed to the customer.
When the payment is spread out, the non-payment of just one instalment will immediately lead to the payment in full of the debt being required, and this without prior warning. Sums which might be due for other deliveries or any other reason will become immediately due if The Vendor does not opt to cancel the orders. The Buyer will have to refund all the expenses and fees caused by the recovery of the sums due.
The transfer of ownership over the products sold by The Vendor is expressly withheld pending the full settlement of the sums due. However, The Buyer is expected to take out insurance covering the risks related with the wines delivered as of their departure from The Vendor's winery. In the event of resale by The Buyer before payment in full, any goods identical to that delivered and resold which might still be in the possession of The Buyer could be subject to recovery in accordance with The Vendor's pricing terms in force at the time repossession takes place.
In the event of seizure or third party intervention on the goods, The Buyer must inform The Vendor immediately, in order that it can voice its opposition and maintain its rights. The Buyer will moreover refrain from using The Vendor's wines as any kind of pledge or security.
The above mentioned stipulations may enter into play as soon a due date has passed unpaid.
In the event that The Buyer should be the subject of a receivership procedure, rectification or bankruptcy, it undertakes to inform The Vendor of this situation by registered letter within fifteen days of judgement being pronounced on the opening of proceedings, so that it can claim back any of its goods that might otherwise be counted as The Buyer's assets.
In the event of failure to pay within forty-eight of an official warning, the sale may be terminated in all legality by The Vendor, and delivered goods must be returned at The Buyer's expense, notwithstanding any proceedings taken out by The Vendor. The termination would not only concern the order in question, but also any prior unpaid orders, whether delivered or pending delivery and whether the payment date has passed or not.
1. Any sale of our goods is subject exclusively to French law.
2. Failing an out of court agreement, any litigation occurring between the parties will be subject to the decision of the Bordeaux Trade Court.