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         [   General sales conditions      ]

1°) General conditions

The following sales conditions are to be sent or transmitted to each purchaser upon simple request each time an order is placed.
All sales transacted imply acceptance without reservation of the set of general sales conditions laid out herein, notwithstanding any countermanding stipulation listed in the purchase conditions. Any waiver of this principle must be formally and deliberately expressed.
The acceptance of the present conditions for a particular case implies acceptance on the part of the purchaser for all subsequent cases.

2°) Acceptance of orders

When an order is received by the purchaser, it will only be considered by the seller as definitively accepted once the purchaser has acknowledged acceptance in writing.

3°) Order modification

Any order modification requested by the purchaser can only be taken into consideration if it is received in writing one week prior to the planned delivery date of the wine.
If the seller does not accept the modification or amendment, the deposits previously paid will not be returned .

4°) Transportation and delivery

It is agreed that all wines sold are to be delivered upon their availability in our cellars.
They become the purchaser's responsibility once available and are transported at the purchaser's entire risk.
The purchaser agrees to take delivery of the merchandise within one week following the notification of availability, with the wines being held in the seller's warehouse during the interim days. Once this one-week period has elapsed and in the absence of any specific countermanding arrangement, the seller may judge the sale voided and unilaterally cancelled by the purchaser.
The delivery timetable is only given for information purposes and any eventual delays do not entitle the purchaser to cancel the sale, to refuse the merchandise or to file a request for damages and interest

5°) Reception :

Besides claims concerning the number of packages, their condition or observed breakage that needs to be expressly listed as a reservation to acceptance on the transport receipt, all claims for apparent flaws or for noncompliance of the delivered wine with respect to what was ordered must be filed in writing within one week of the date the purchaser takes possession of the wine at the seller's warehouses.
It is incumbent upon the purchaser to provide all justification regarding the veracity of stated defects or anomalies.
The purchaser must allow the seller the opportunity to proceed with observation of said defects.
The purchaser is to refrain from taking action or requesting action to be taken by a third party for such observations, except in the case of the seller's express consent.
Any claim not submitted within the week following transfer to purchaser possession will forbid any subsequent challenge.

6°) Return of merchandise :

Any return of ordered wine must be stipulated in a formal agreement between buyer and seller.
Any wine returned without such an agreement in effect will be held on behalf of the purchaser and will not give rise to any reimbursement or credit.
All costs and risks incurred by returning the merchandise will still be absorbed by the purchaser.
No merchandise return will be accepted beyond the one-week period following the delivery date.
Any repossession of returned merchandise accepted by the seller will generate an account credit in the purchaser's favor, after verification of the returned wine

7°) Sales price

Prices are indicated net of retail tax and will be billed on the basis of the applicable rate table on the day the order is placed, without merchandise removal exceeding a two-month period beginning on the order date, except under specific countermanding instructions.
All taxes, duties, fees or other charges relative to the application of either French rules or rules of an importing or shipping transit country are to remain the purchaser's responsibility

8°) Invoicing and payment conditions

Each delivery will generate an invoice made out in two copies, one of which is remitted to the purchaser at the time of delivery.
If a delivery form has been issued, a summary invoice with reference to all previously issued delivery forms will be printed every ten days.
This invoice will contain the mandatory legal mentions, in particular the discounts offered and the advantageous billing conditions applicable in the case of payment prior to the date specified by the present conditions; moreover, it will indicate the rate of late payment penalties for the period following the scheduled settlement date.
Except for a countermanding stipulation, invoices are payable to the MANCEY address.
Payment must be made at most 75 days following delivery of the ordered wines.
Delivery in this context implies the physical transfer of the merchandise to the purchaser or the purchaser's agent, who must be capable of verifying the state of goods delivered should acceptance be refused.
The date to be selected for judging whether this payment period has expired is when the seller actually receives the check, under the proviso that the check clears.
For commercial paper transactions, the date to be used is the one dictated by the schedule recorded by the purchaser on the promissory note or bill of exchange. Payment of an outstanding debt only arises when a partial amount is paid prior to the assigned date.
Should payment be considered late, the seller has the right to suspend all orders being processed, without renouncing other courses of action.
Any billed amount that remains unpaid at the end of the payment period, whether or not this period matches that listed in the general sales conditions, will trigger the application of penalties of an amount equal to one and a half times the legal interest rate.
These penalties are to be paid upon simple request submitted by the seller. The seller reserves the option of applying the amounts from late penalties to any discount, dividend or rebate the seller has agreed to pay.
In the event of payment default 2 days after an unsuccessful formal notice, the sale will be legally rescinded should the seller so desire; the seller will also have the right to request, through litigation, recovering the ordered wines without renouncing all other damages and interest. This rescission will affect not only the disputed order, but also all previously unpaid orders regardless of their delivery and payment status. In the case of payment by means of commercial paper, the failure to return the accepted commercial paper will be considered as a payment default.
When payment is spread over time, the failure to cover each and every installment will trigger the request to immediately pay off the entire debt, without delivery of any formal notice.
The purchaser will be liable for all costs engendered by the collection efforts deployed to recover the amounts due.

9°) Property reserve clause

The wine sale transaction contains a subordinating clause specific to the transfer of property upon the complete payment of the principal price plus accessories.
It is nonetheless agreed that the simple submission of a security as an obligation to pay, or a bill of exchange or other means does not constitute payment, as intended by this clause, with the seller's original debt claim remaining in effect along with all associated guarantees, including property reserve, until said commercial paper has actually been paid.
The above conditions do not interfere once the wines have been delivered in order to complete transfer to the purchaser of the risks of loss or deterioration, plus all damage capable of arising.
The purchaser must contract insurance that guarantees the new risks starting with wine delivery.
As long as the price has not been paid in full, the purchaser must individually account for the wines delivered according to each sales contract and not mix them with other merchandise of the same type originating from other suppliers. In the absence of such individual accountability, the seller may demand reimbursement or allocate those still in stock.
In the event the wines are seized or undergo other alteration by a third party, the purchaser must immediately inform the third party and the seller of the property reserve in order to enable the latter to contest and preserve his rights.
Moreover, the purchaser is prohibited from offering ownership of the wines as collateral or transferring them as a guarantee.
The purchaser is authorized, within the scope of normal business operations, to resell the wines sold with a property reserve. Nonetheless, in the case of resale, the purchaser is required to immediately settle the remaining amount owed to the seller or to inform subsequent buyers that said merchandise has been bound with a property reserve clause, in notifying the seller of this transfer to allow preserving his rights and, if necessary, submitting a claim on the subsequent buyer's price.

10°) Guarantees

All products sold are guaranteed for their fair commercial price under the conditions set forth below. In all cases, it will be recognized that wine is a biologically-active product that evolves over time, and the seller is not covered for any potential health-related impacts.
The seller is released from all liability once the wine has been deemed unfit for consumption under the following conditions:

• the purchaser has not respected the practices adopted by wine industry professionals;
• the purchaser has been negligent or found at fault during the wine conservation stage after delivery and expressly recognizes having received a prior information notice on wine conservation from the seller;
• the purchaser has altered the wine without the seller's authorization;
• the defect stems from causes or morbid characteristics concealed at the time of delivery;
• the defect is the result of an Act of God.

 

11°) Litigation rules

Prior to undertaking any litigation action, the parties will have the possibility to seek conflict resolution by means of a mutual agreement via their respective professional or trade organizations.
In the event of any kind of litigation or dispute relative to the organization or execution of the sale, the Chalon-sur-Saône courts will alone have jurisdiction.