1 – GENERAL CLAUSE
Our manufacturing, services and deliveries are subject to these conditions which prevail over those appearing on the documents of the Purchaser, unless written exemption from us.
Any order implies unreserved acceptance of these general conditions of sale.
2 – ORDER CLAUSE
Any order is analyzed as a promise to purchase, notwithstanding any confirmation from us within fifteen days of receipt of the order.
The cancellation or partial or total modification of the order is only admissible and valid if both parties agree. The seller reserves the right to invoice the buyer upon presentation of supporting documents for the materials supplied, labor costs and costs incurred for the preparation or execution of the canceled or modified order, provided that the seller is not responsible for this cancellation or modification.
3 – RISK TRANSFER CLAUSE
From the dispatch from our winery, the goods travel at the recipient’s risk, regardless of the means of transport chosen, even in the event of free delivery. It is up to the latter to make any reservations with the valet, in accordance with article 100 of the Commercial Code in the event of damage, loss or any delay. Any complaint to the valet not having been made upon receipt of delivery will be considered null and void. He cannot authorize himself in any of these cases to delay payment.
4 – SHIPPING CLAUSE
The dates of deliveries communicated are only indicative and possible delays cannot give rise to penalties or damages or cancellation of orders in progress. We reserve the right to terminate the contract if it is impossible to deliver as a result of force majeure.
5 – RECEPTION CLAUSE
Complaints about apparent defects or non-conformity of the product delivered to the ordered product must be made in writing within eight days of their receipt. It will be up to the Buyer to provide any justification as to the reality of the defects or anomalies noted.
6 – RETURN CLAUSE
Any return of goods must have been previously and expressly approved by us in writing and must be made free of charge unless we agree. The costs and risks of the return are always the responsibility of the Buyer. Any product returned without this agreement would be kept at the disposal of the Purchaser and would not give rise to the establishment of a credit note. On the other hand, any recovery accepted by the Seller will lead to the creation of a credit for the benefit of the Buyer after qualitative and quantitative verification of the products returned. In the event of an apparent defect or non-conformity of the products delivered, duly noted by the Seller under the conditions provided for in article 5, the Purchaser may obtain free replacement, excluding any compensation or damages .
7 – PAYMENT CLAUSE
Invoices are payable on the due dates and, unless otherwise provided, thirty days at the end of the month in which they are made available. A discount, at the rate mentioned on the invoice, will be granted to the customer subject to the early receipt of the payment. Failure to accept only one of our items within a week or non-payment by its due date will make all of our receivable due regardless of the delays that may have been granted previously, plus late payment interest calculated at the rate of bank base plus 2.50% which will start to operate automatically even in the absence of a protest or any formal notice leading to the termination of the contracts and current orders thereby freeing us from all commitments. The recovery costs will be borne by the Buyer as well as the costs of extension and return of our values. The extension of a deadline must receive our agreement in writing.
In case of a discount for cash payment mentioned or not on the invoice, it is deducted from our base subject to VAT. Consequently, the VAT deductible by the customer must be reduced by the amount of the taxes relating to this discount.
In no case may compensation be authorized without our prior written agreement.
8 – RETENTION OF TITLE CLAUSE
The Seller reserves the ownership of the goods delivered by him until full payment of the price (Law No. 80-335 of May 12, 1980).
The transfer of ownership of the goods sold is subject to full payment at maturity by the Buyer.
In the event that payment does not take place within the time limit provided by the parties, the Seller reserves the right to take back the thing delivered and, if he sees fit, to cancel the contract. The Purchaser must ensure that the identification of the goods is always possible. Goods in stock are presumed to be those unpaid. Any person designated by the Seller may, unilaterally and immediately have an inventory of unpaid goods held by the Buyer. The Buyer must insure the goods concerned against loss, damage and theft and immediately notify the Seller of the measures taken by third parties on the said goods (seizure, requisition or confiscation) and take all defensive measures to publicize our property rights.
The corresponding insurance policies must mention our status as owner. In the event of non-payment, the return of the goods may result either from a recommended formal notice, or from a contradictory inventory, or from a summons of a bailiff, the Purchaser cannot avoid it.
This retention of title clause applies notwithstanding any contrary clause which may be contained in the Purchaser’s conditions of purchase.
9 – ATTRIBUTIVE JURISDICTION CLAUSE
Any dispute arising on the occasion of this contract or which would be the consequence thereof will be compulsorily subject to the exclusive jurisdiction of the Courts of Auch (France), even in the event of a contrary clause by the contracting party.