General Terms and Conditions of Sale

Article 1: Application of the General Terms and Conditions of Sale

These General Terms and Conditions of Sale are applicable to all wine sales made by the company VINS ET PASSIONS (referred to hereafter as “the seller”) to all professional buyers wherever their place of establishment. The General Terms and Conditions of Sale are systematically sent or given to each buyer to allow them to place an order. By placing an order, the buyer fully and unreservedly accepts the General Terms and Conditions of Sale, to the exclusion of any other documents, such as prospectuses or catalogues issued by the seller, which are for information purposes only. No special condition may prevail over the terms and conditions expressed hereafter, unless formally accepted in writing by the seller. Any contrary and/or complementary condition stipulated by the buyer shall therefore not be binding upon the seller, unless expressly accepted by the latter. However, the fact that the seller should choose not to avail itself of one of the present clauses at any time shall in no way be interpreted as a waiver of the right to avail itself of the said condition at a later date.

Article 2: Approval – Placing Orders

2.1. The wines that are sold are deemed to be approved on departure from the cellars of the seller.

2.2. Orders are only final once they have been recorded by the seller after confirmation in writing by the buyer. They may give rise to a request for a down payment. If the financial situation of the buyer should deteriorate or if the amount of coverage of the buyer by a credit insurance body should be insufficient, the seller reserves the right to demand payment of all the wines on order.

2.3. Subject to written notification of the buyer, the seller reserves the right to cancel an order, even once it has been recorded, if it should be materially impossible for the supplier to make delivery to the buyer within the time indicated, without any possibility of recourse by the latter. Any down payment made will then be returned immediately, to the exclusion of any compensation.

2.4. Any order of wine that the buyer intends for export or intra-Community delivery and which is therefore to be made subject to suspended VAT at its request must be accompanied by a VAT-exempt purchase certificate duly validated by the administration.

Article 3: Modifications of Orders

Any modification made by the buyer to the initial order (additional bottling, in particular) shall give rise to specific invoicing. Any modification or termination of an order requested by the buyer may only be taken into consideration if it is received in writing before the wine is made available to the buyer. If the seller does not accept the modification or termination, any down payments already made will not be returned.

Article 4: Readiness of the Wines

4.1. The wines shall only be made ready for collection according to their availability and to the order of arrival of the orders. This shall give rise to issue of a notice of readiness sent to the buyer. The seller is entitled to make the wine ready either all at the same time or partially, according to the stocks available. Readiness dates are indicated as accurately as possible, but actual readiness will be according to sourcing possibilities. If readiness dates are exceeded by a reasonable period of time, this shall not give rise to payment of any damages, to any sums being withheld or to the orders underway being cancelled by the buyer.

4.2. In all cases, the wines shall only be made ready for collection once the buyer has fulfilled all its obligations towards the seller, whatever the reason.

4.3. The seller shall be released from its obligation to make the wine ready for collection in any case of force majeure, such as a fire, strike, accident or if sourcing proves impossible.

Article 5: Transfer of Risks

5.1. In the absence of any special condition, the transfer of the risks relating to the wines is made on the date of collection of the wine by the buyer from the cellars of the seller. Any international sales shall be subject to the EX WORKS (EX CELLARS) Incoterm (ICC version 2010). Consequently, the seller shall accept no liability relating to loading of the wines into the forwarder’s truck and if any assistance with handling is provided free of charge by the seller, this shall in no way engage the seller’s liability.

5.2. The wines always travel at the risks and perils of the buyer and in the event of any average or short shipment, the buyer shall be responsible for making any claims that might be necessary and confirming any reservations to the forwarder by extrajudicial deed or registered letter with acknowledgement of receipt, within three days of reception of the wines (Article L.133-3 of the Commercial Code).

Article 6: Return of Wines

6.1. Without prejudice to any steps required with regard to the forwarder, any claims for visible defects or non-conformity of the wine with the order must be made in writing to the seller within 3 days of arrival of the products. The buyer must provide proof of the defects or anomalies noted. It shall provide the seller with all necessary means to ascertain the said defects and remedy them.

6.2. In the event of non-conformity of the wines or of any defect that is duly ascertained by the seller, the buyer may have the wine in question replaced free of charge, to the exclusion of any other compensation. Any returns will be subject to the express approval of the seller. No returns shall be accepted if the wine has been subject to improper storage conditions on the premises of the buyer or its service providers. The costs and risks of returns shall be at the expense of the buyer, unless agreed otherwise by the seller. Returns may in no case delay payment of invoices, unless agreed otherwise by the seller.

Article 7: Prices

7.1. The wines are supplied and invoiced according to the prices in force on the day of acceptance of the order. However, the seller reserves the right to apply the price in force on the day of removal of the wines in the event of a significant postponement of the readiness date at the request of the buyer.

Prices are exclusive of taxes, packaging included, in the absence of any special conditions. They are in Euros.

7.2. All taxes, contributions, duties or other charges to be paid pursuant to the laws and regulations in force are at the expense of the buyer. For international sales, the buyer shall supply all necessary documents as proof of the departure of the wines from the territory.

Article 8: Terms of Payment

8.1. In the absence of any special conditions, payment shall be made without any deduction or offsetting of any kind, by bank transfer, cheque or bill of exchange, at 60 days net as of the date of issue of the invoice. For payments by bill of exchange, the buyer is required to return the documents sent to it duly accepted on presentation of the invoice and no less than 8 days before the maturity date of the bill of exchange. Only effective cashing of bills of exchange shall be considered full payment. Any bank transfer charges deducted by the buyer’s bank shall be at the expense of the buyer.

8.2. However, if the buyer’s credit should deteriorate or if the buyer is not covered by the seller’s credit insurance, the seller reserves the right, even after partial execution of an order, to demand any guarantees it considers appropriate from the buyer for the proper execution of the commitments

given, or full payment before any wine is made ready. In the event of a refusal to meet these requirements, the seller shall be entitled to cancel all or part of the order.

8.3. No discounts shall be granted for early payment.

Article 9: Late Payments or Absence of Payment

9.1. In the event of late payment, the seller may suspend all orders underway and refuse to honour any new orders, without prejudice to any other action. In the event of a failure to pay all or part of any instalment, all sums owed by the buyer to the seller for any orders underway shall automatically become due immediately, without any formalities being required.

9.2. Any late payment or failure to pay on the due date indicated on the invoice shall give rise to application of late payment interest to the sums due, equal to 1.5% of the VAT-exclusive sale price of the wines per month’s delay. Additionally, any late payment shall give rise to invoicing of a fixed-sum indemnity of €40 for collection costs, it being stated that the seller may ask for further compensation on providing evidence of the costs and fees incurred.

9.3. The seller also reserves the right, in the event of any partial or total failure to pay, to terminate the sale if payment is not received within 5 business days of receipt of an order to pay, and to demand the return of any wines already in the possession of the buyer, pursuant to the retention of title clause referred to in Article 10 below, with any payments already made by the buyer being forfeited as a penalty clause. The costs of returns in such cases shall remain at the expense of the buyer. Such termination may affect not only the order in question, but also any earlier orders, whether already executed or in the course of execution and whether payment is due or not.

9.4. If any administration or judicial liquidation proceedings are initiated against the buyer, any orders underway shall automatically be cancelled subject to the applicable legislation.

Article 10: Retention of Title

10.1. It is expressly agreed that the seller retains title to the wines until full payment of their price, both the principal and any interest, and the simple supply of a bill of exchange or any other instrument creating an obligation to pay shall not constitute payment of the order. However, as soon as the said wines are collected from the cellars of the seller, the risks attached to those wines shall be transferred to the buyer. Consequently, the buyer undertakes to take out an insurance policy covering all the risks incurred by the wines sold as of that date.

10.2. It is expressly agreed that the seller may make avail of its rights regarding any of its receivables under this clause, on all identical wines in the possession of the buyer, in accordance with the pricing conditions in force at the moment when it exercises its right to take back the wine.

Article 11: Seller’s Liability

11.1. Whatever the grounds, the liability of the seller may only apply to direct, personal, certain losses incurred by the buyer, to the express exclusion of the reparation of any consequential loss and/or prejudice, such as any losses other than personal injury and material damage, and notably of any economic or financial prejudice, loss of use, deprivation of any right, interruption of service, loss of clientele and, more generally, depreciation of assets, additional costs or loss of future production.

11.2. If the liability of the seller should be acknowledged, the maximum amount of the compensation the seller can be condemned to pay the buyer may in no case exceed the VAT-exclusive price of sale of the wines between the parties, whatever the price of the wines on the BORDEAUX marketplace at the time such compensation is paid.

Article 12: Wine Futures Sales

12.1. Failing payment of any of the instalments agreed on order and unless otherwise agreed by the parties, the booking shall automatically be cancelled and that part of the price already paid shall be retained by the seller, after a period of 10 calendar days following notification sent by the seller by. registered letter with acknowledgement of receipt.

12.2. The seller undertakes to inform the buyer of the date from which the wines shall be ready for collection. In the event of a failure to collect the wines within a period of 60 calendar days after dispatch to the buyer of a registered letter with acknowledgement of receipt, the seller may invoice storage costs to the buyer, representing 1% of the sale price of the wine made ready for collection (tax-inclusive price for sales to France, tax-exclusive price for export sales). By virtue of Article 1657 of the Civil Code, the sale may be terminated automatically to the benefit of the seller, if it should deem fit, after expiry of the period of time agreed for the collection of the wines and of the period of 60 calendar days after dispatch to the buyer of a notification by registered letter with acknowledgement of receipt.

Article 13: Interpretation - Disputes – Applicable Law

13.1. The General Terms and Conditions of Sale are available in French and English at the choice of the buyer. In the event of any difficulty of interpretation or contradiction, the French version shall prevail.

13.2. In the event of any dispute that might arise between the parties, the latter undertake to do their utmost to find an amicable solution to the dispute in question within a period of one month.

Failing an amicable solution within that period, BORDEAUX Commercial Court shall have sole jurisdiction in any disputes arising between the parties.
The present rules of jurisdiction shall remain valid even in the case of any summary rulings, incidental claims or multiple defendants.

13.3. For the execution or interpretation of the General Terms and Conditions above, only French law shall be applicable, with the application of the Vienna Convention on the International Sale of Goods of 11 April 1980 being excluded.

13.4. If one or several provisions of these General Terms and Conditions of Sale should be considered invalid pursuant to any law, regulation or final decision of a competent court, the said provisions shall be deemed not to have been written and the other provisions of these General Terms and Conditions of Sale shall remain in force.