TERMS AND CONDITIONS OF SALE

From November 1, 2021 – The clauses stipulated below are brought to the attention of customers and are the law of the parties.

Article 1 – General Principles – Application and Enforceability of the General Terms and Conditions of Sale

  • – These general terms and conditions of sale (hereinafter referred to as the “GTC”) constitute the terms and conditions under which SAS DOM DU VIEUX BOURG – hereinafter referred to as “the seller” – governs the sale of the wines listed in its price list (hereinafter referred to as “the wines”).

All sales of wine made by the seller are therefore governed by the GCS. Consequently, the fact that the buyer places an order implies :

  • full and unreserved acceptance by the purchaser of the GCS;
  • waiver by the purchaser – on any grounds, at any time and in any form whatsoever – of the right to rely on provisions contrary to or derogating from the
    • – The fact that the seller does not avail itself at a given moment of any of the provisions of the GTCS may not be interpreted as a waiver by the seller of its right to avail itself of any of the said provisions at a later date.

Article 2 – Applicable law – Jurisdiction – Translation

  • – The sales made by the seller – and more generally the commercial relations existing between the seller and the buyer – are subject to French Law.
  • – It is hereby expressly stipulated that, in the event of any dispute of any nature whatsoever relating to the validity, performance or enforceability, or difficulty in interpreting the GTC, and more generally concerning relations between the seller and the buyer, the commercial court having jurisdiction over the seller’s registered office shall have sole jurisdiction, unless the seller prefers to bring the matter before any other competent court. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants.
  • – If the GTC are translated into a foreign language, the French language will prevail over any other.

Article 3 – Orders

  • – All orders must be confirmed in writing. Orders placed verbally by the buyer must be confirmed by the buyer in writing, and must include all the information required to enable the seller to analyze the order.
  • – Any order made by the purchaser is valid only after confirmation by the seller materialised by the sending to the purchaser of a written document emanating from the seller and indicating the terms of the order as accepted by the seller, it being however specified that the delivery of the order by the seller constitutes confirmation of the said order.
  • – The seller is at liberty to decide not to proceed with any order placed. No renunciation to conclude on the part of the seller shall constitute a fault and shall not give rise to any right to compensation on the part of the purchaser.
  • – The benefit of the order is personal to the purchaser and may not be transferred without the prior written consent of
  • – Except in the case of force majeure, no order may be cancelled in whole or in part, or more generally modified, by the purchaser during the processing of the said order by the seller, unless the seller agrees in writing to this effect. All the consequences of any cancellation or modification of an order by the purchaser accepted by the seller shall be borne by the purchaser.

Article 4 – Changes to wines, prices and conditions of sale

The seller reserves the right to make changes to its wines, prices and conditions of sale at any time, particularly in the light of market fluctuations.

Such modifications may also affect an order that has been agreed by the parties, if the general or specific context in which the order is placed (in particular changes in the legal and regulatory context, increases in taxes, duties and levies of any kind) so justifies.

Article 5 – Delivery

  • – Unless otherwise expressly agreed by the seller, sales are made from the seller’s winery at SAS DOM DU VIEUX BOURG, 880 RUE DE LA MAIRIE, 69220 CORCELLES-EN-BEAUJOLAIS– FRANCE, or any other place designated for this purpose by the seller, and are governed by the EX WORKS Incoterm drawn up by the International Chamber of Commerce – the agreed place of delivery being the aforementioned warehouses or any other place designated for this purpose by the seller.

Delivery is deemed to have taken place when the wines ordered are actually handed over by the seller to the buyer or to the carrier appointed for this purpose by the buyer – at the place, on the date and in accordance with the conditions previously indicated for this purpose by the seller to the buyer.

It is specified in this respect that the loading of the wines and, more generally, any handling of the wines carried out after delivery as defined in the GCS are at the buyer’s expense and risk.

Should the buyer fail to withdraw the wines ordered in accordance with the terms and conditions agreed by the seller – and upon expiry of a period of 60 calendar days from the date thus agreed by the seller – the latter reserves the right to cancel the order in whole or in part – without prejudice to the buyer’s right to indemnify the seller for all costs incurred by the seller – and any damages suffered by the seller – directly or indirectly related to the buyer’s late withdrawal of the products ordered.

  • – Under all circumstances, products travel at the buyer’s risk.
  • – The seller will make every effort to meet the delivery date specified for the order. However, the aforementioned delivery date is given as an indication, and any exceeding of said date may not give rise to damages, indemnities, deductions or cancellation of the order on the buyer’s behalf. Moreover, these delivery times are subject to the seller receiving all the information to be supplied by the purchaser in good time.
  • – Force majeure or acts of God release the seller – temporarily or permanently – from any delivery commitment, at the seller’s discretion, without compensation to the buyer. Such a situation includes all events or causes beyond the seller’s control, hindering and/or stopping the seller’s supplies and/or deliveries or those of its suppliers, service providers and/or subcontractors, and preventing the seller in good faith from delivering the wines covered by the contract.

Article 6 – Receipt of order

On delivery (cf. article 5 of the GCS), the purchaser – or any third party appointed by the latter, such as the carrier – checks the nature, condition, quantity and quality of the wines, and more generally the conformity of the wines delivered with the contents of the order concerned. In all circumstances, any reservation or dispute relating to the conformity of the delivery must be made 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 counterfoil of the delivery note remaining in the hands of the carrier, indicating the date, time and signature of the recipient;
  • be immediately brought to the attention of the seller (e-mail) and confirmed, within 48 hours, to the seller by registered letter with acknowledgement of receipt. The purchaser must provide full justification for any anomalies found, and take all necessary steps to enable the seller to identify and, if necessary, remedy them.

Article 7 – Return of wines

  • – Wines may not be returned without the prior written consent of the seller. Any return of wines without the seller’s consent is at the buyer’s risk and expense, and will not give rise to the issue of a credit note. The buyer will indemnify 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 alleged by the buyer to be defective or non-conforming, the aforementioned wines must be held by the buyer – pending the seller’s decision on the matter – at the seller’s disposal on the buyer’s premises. It is the responsibility of the purchaser to provide the seller with all information and justification concerning the alleged defect or non-conformity – the purchaser must allow the seller all options and take all measures to enable the seller to proceed himself, or through any person that the seller may decide to appoint for this purpose, to examine the wines alleged to be affected or not. To this end, the purchaser must refrain from intervening himself or using a third party for this purpose and must take all measures to preserve the integrity of the wines presumed to be defective or non-conforming. The buyer must also, at the seller’s request, return the wines concerned, at his own expense and risk. The buyer’s failure to comply with these provisions will exclude any recourse against the seller and will exonerate the latter from any possible liability.

Article 8 – Liability

  • – The seller guarantees to supply wines that comply with current regulations and with the characteristics announced by the seller for each wine in question. Thus, the seller guarantees the buyer that the wines ordered will be of fair quality, and that they will meet the requirements of French regulations governing products intended for human consumption. In particular, the purchaser is solely responsible for ensuring that the characteristics, components and, more generally, elements relating to the nature and qualities of the wines ordered comply with the standards applicable in the territory in which the wines ordered are marketed, and shall be solely liable in this respect.
  • – In the event of non-conformity of the wines, and insofar as it has been definitively recognized that this is the exclusive responsibility of the seller, the seller’s liability is strictly limited – at the seller’s discretion – to the obligation :
  • replace non-conforming wines with any identical or similar products; or
  • refund the price paid by the buyer to the seller for non-conforming products. It is reminded in particular for all purposes:
  • that the wines ordered have been inspected by the vendor before leaving the vendor’s cellars – all orders are therefore presumed to be compliant;
  • that it is the purchaser’s responsibility to take all measures – particularly with regard to storage – to ensure that the integrity of the products ordered is preserved at all times;
  • that the seller may not be held liable for damage of any kind resulting from force majeure as defined in article 4.

Article 9 – Prices

The wines ordered are sold at the price in effect at the time the order is confirmed by the seller. The seller’s prices are expressed EX WORKS at the seller’s winery, inclusive of all taxes (VAT not included and payable by the buyer) and in euros (€). Consequently, all taxes, duties or other sums to be paid in connection with 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 country of transit, and more generally of any regulations that may be involved in this situation, are to be borne by the buyer.

Article 10 – Payment

Unless otherwise stipulated by the seller, payment is made at the time the order is placed. Payment shall be made in Euros (€) by bank transfer, cheque, bill of exchange or, more generally, any other method of payment expressly accepted in advance by the seller, in accordance with the payment due date set for the order – the purchaser must take all necessary steps to ensure that payment is effective on the same date.

It is understood that the mere delivery of a document creating an obligation to pay does not constitute payment within the meaning of the present clause, the seller’s claim on the purchaser subsisting with all the guarantees attached thereto, including the retention of title, until payment has been made in full. No claim by the purchaser shall be of such a nature as to permit postponement of the aforementioned due date. No discount will be granted for early payment. Deductions and/or set-offs on the part of the purchaser are expressly excluded – except with the prior written consent of the seller. Any deterioration in the purchaser’s creditworthiness, and in general any change in the purchaser’s situation – whatever its origin – may justify the requirement of guarantee(s) and/or special payment terms set by the seller, or even the seller’s refusal to accept orders placed by the purchaser.

Article 11 – Late or non-payment

Any sum not paid on the due date will automatically give rise to the payment of :

  • late payment penalties calculated on the outstanding amount at the rate of three times the French legal interest rate in force at the time of payment. These penalties run from the day following the payment date shown on the invoice until full payment of the amount due.
  • a flat-rate indemnity of €40 for collection costs. Where the collection costs incurred by the seller exceed the amount of this flat-rate indemnity, the seller will request additional compensation from the purchaser on presentation of the corresponding receipts. In addition, non-payment of a single invoice shall, at the seller’s discretion, render the amount of all other invoices remaining due to the seller immediately payable by operation of law – all sums in question shall immediately bear interest in accordance with the terms defined in the present paragraph.

The seller may of his own free will :

  • subordinate the execution of current orders to the provision of guarantees or to new terms (in particular new terms of payment) giving all guarantees of payment to the seller and deemed satisfactory.
  • suspend its obligations concerning the order affected by the delay, as well as all orders in progress, until full payment of the sums still owed by the purchaser. In this case, the seller may – at its discretion – invoice the buyer for storage costs for the wines concerned.
  • terminate the order ipso jure, the seller being entitled to repossess the wines in question should the buyer fail to fulfil his obligation to return the wines in question. Such termination will apply not only to the current order, but also – if the seller so wishes – to all or part of previous or future orders, whether delivered or in the process of being delivered, and whether payment is due or not. Any deposits paid by the buyer will be retained by the seller.
  • offset the amount of the unpaid invoice against any sums owed by the seller to the buyer. The aforementioned measures do not preclude the seller’s right to obtain payment of any additional damages for the loss suffered.

Article 12 – Reservation of title

Wines whose sale is governed by the GCS are sold with a clause expressly subordinating the transfer of ownership to full payment of the price in principal and accessories. The above provisions do not preclude the transfer to the buyer of the risks of loss or deterioration of the goods subject to retention of title, or of any damage they may suffer or cause, from the moment of delivery of the wines (as defined in the GTCS). The buyer is prohibited from pledging or transferring ownership of the wines in any form whatsoever by way of security. The buyer must at all times ensure that wines for which payment has not been made are identified as the property of the seller, and in particular cannot be confused with or claimed by third parties. Wines in stock are presumed to be unpaid. Wines may be taken back by the seller at any time and without prior notice – at the buyer’s expense – in the event of the buyer’s failure to meet his obligations, without prejudice to the seller’s right to claim damages in this respect. The seller and/or his carrier will consequently 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 actions or legal proceedings that the seller may decide to initiate.