Article 1. FIELD OF APPLICATION
The present General terms of Sale apply to all the sales concluded by the limited liability company 4A with professional purchasers, regardless the clauses that may appear in the documents of the customer and in particular its general terms of purchase, and relates to the following products:
-‐ Château La Garelle Saint-‐Emilion Grand Cru AOC
-‐ Château du Relais Cuvée Georgina Saint-‐Emilion Grand Cru AOC
-‐ Château du Relais Cuvée Georgina Saint-‐Emilion AOC
Article 2. ORDER / PRICES
The sales are perfect only after express acceptance and written of the customer order, by the supplier, who will ensure himself in particular, of the availability of the required products, evidenced
by email or telephone.
The orders must be confirmed in writing, by means of a purchase order duly signed by the purchaser.
in the event of cancellation of the order by the purchaser after its acceptance by the supplier, for any reason whatsoever, except for major force, a sum corresponding to 5% of the total invoice will be reverted to the supplier, as damages, in compensation for damage thus undergone.
The products are supplied at the rate at the day of the placing of the order and, where appropriate, in the specific commercial proposition addressed to the purchaser.
These rates are fixed and not subject to revision during their period of validity, such as indicated by the supplier.
These prices are net and without taxes, factory departure and packing moreover.
They do not include the transport, nor the possible custom charges and the insurances which remain in the charge of the customer.
Article 3. TERMS OF PAYMENT
‐ Cash payment for the private individuals before the delivery by check to be addressed to the limited liability company 4A.
In the event of delay of payment and payment of the sums due from the purchaser beyond the deadlines set above and after the date of payment being reproduced on the invoice addressed to the purchaser, the late payment penalties calculated at the rate of 5% of amount, including all taxes, of the price of acquisition being reproduced on the aforementioned invoice, will be legally automatically and acquired to the salesman, without formality, no prior notice and will result in repayment equal to 5% of the amount due, without prejudice to any another action which the supplier would be entitled to bring, for this reason, against the purchaser.
The total or partial non-payment at the date agreed upon, no reminder being necessary, involves the immediate current liability of all amounts due, in addition to the perception of penalties set at 3 times legal interest rate (this rate being equal to that applied by the ECB to its most recent operation of refinancing, plus 10 points of percentage), of a penalty clause of fifteen percent of the amounts due, and full sums remaining for the professional Constituents, of an allowance for bank charges in the amount of 40€.
In the event of the non-respect of the terms of payment listed above, the supplier reserves moreover the right to suspend or to cancel the delivery of the pending orders of the purchaser.
The supplier reserves himself until the complete payment of the price by the purchaser, a property right on the market products, allowing to take again possession of the aforesaid products, any installment paid by the purchaser will remain with the contractual supplier as compensation, without prejudice to any other action that it will be entitled to bring, of this fact, against the purchaser.
On the other hand, the risk of loss and deterioration will be transferred to the purchaser as of the delivery of the ordered products.
The purchaser consequently obliges to ensure, on its expenses, the products ordered for the benefit of the supplier by an ad hoc insurance, until the complete transfer of property and to justify it upon delivery.
Failing this, the supplier would be in right to delay the delivery until the presentation of this document in proof.
No discount will be practiced by the supplier for cash payment or payment sooner than the deadline appearing in the present general terms of sale or, on the invoice issued by the supplier.
Article 4. DELIVERIES
The products acquired by the purchaser will be delivered within a maximum 7 days delay as from the reception of the payment.
This deadline does not constitute a strict deadline and the supplier will not be liable with regard to the purchaser in the event of delay of delivery not exceeding 7 days.
In case of more than seven days late, the buyer may request the cancellation of the sale.
The already versed installments will then be restored to him by the supplier.
The supplier's liability shall in no case incur in the event of delay or of suspension of the delivery ascribable to the purchaser or in the event of major force.
The delivery will be carried out to (the address of the customer), the products travelling at the risks of the purchaser.
The purchaser must verify the apparent state of the products upon delivery.
The purchaser acknowledges that it is the carrier's responsibility to carry out the delivery, the supplier is deemed to have fulfilled its obligation of delivery when it handed over the sold goods to the carrier who accepted them without reserve.
The purchaser thus does not have any warranty claim against the shipper, which was the supplier, in the event of non-delivery of the transported goods.
The purchaser must verify the apparent state of the products delivered upon delivery.
In the absence of any claims expressly issued by the purchaser upon delivery, the products delivered by the supplier will be considered in conformity in quantity and quality with the order.
The purchaser will have a period of 48h as from the delivery and the reception of the products ordered to issue, in writing, such claims to the supplier.
No complaint can be validly accepted in the event of any failure to comply with these formalities by the purchaser.
The supplier will replace as soon as possible and on its own expenses the delivered products whose defect of conformity will have been duly proven by the purchaser.
Article 6. TRANSFER OF THE PROPERTIES - TRANSFER OF THE RISKS
The transfer of the properties of the products of the supplier to the benefit of the purchaser will be carried out only after complete payment by the latter and this regardless the delivery date of the aforesaid products.
On the other hand, the transfer of the losses and deterioration risks of the products of the supplier will be carried out upon delivery and reception of the aforesaid products by the purchaser.
Article 7. RESPONSIBILITY FOR THE SUPPLIER - ‐ WARRANTY
The products delivered by the supplier benefit of a warranty covering the not ‐ conformity to the order of the products, any latent defect coming from faulty materials, design or manufacture affecting the products delivered and making them unsuitable for use.
This warranty is limited to the replacement and the refunding of the non-compliant products and affected by a defect.
All warranties are excluded in the event of misuse, negligence or lack of maintenance on the purchaser side, as in the event of normal wear of the good or major force.
In order to take advantage of its rights, the purchaser will have, under penalty of forfeiture of any action relating thereto, to inform the supplier, in writing, of the existence of the latent defects within a two years maximum delay as from their discovery.
The supplier will replace the products under warranty considered to be defective.
The replacement of the defective products will not have the effect of extending the warranty period set above.
Article 8. LITIGATIONS
The litigations to which this contract could give place, concerning its validity, its interpretation, its execution, its cancellation, their consequences and their continuations will be subjected to the Bankruptcy court of Libourne.
Article 9. APPLICABLE LAW LANGUAGE OF THE CONTRACT
By express agreement between the parties, the present general terms of sale and the operations of purchase and sale which result from this are controls by the French right.
They are written in French language.
If they are translated into one or more languages, only the French text will prevail in the event of litigation.
Article 10. ACCEPTANCE OF THE PURCHASER
The present general terms of sale as well as the tariffs and scales are expressly approved and accepted by the purchaser, who declares and admits having a perfect knowledge of them and gives up, thereby, to invoke any contradictory document, including its own general terms of purchase.