General conditions of sale for Primeurs 2020

GENERAL CONDITIONS OF SALE TO INDIVIDUALS and NON-PROFESSIONALS

from “2020 PRIMEUR WINES”

In the absence of specific stipulations agreed between the parties, these general terms and conditions of sale (GTC) apply automatically to any sale of "primeurs" wines "Sélections Parcellaires" from the company FERRATON Père et Fils, which are the subject of special campaigns, at certain annual periods, and meet specific conditions to which the other GTC of the company FERRATON Père et Fils do not apply.

These General Terms and Conditions govern the relationship between the "Customer" (consumer or "non-professional", excluding professionals) and the "Seller", the company FERRATON Père et Fils, with capital of 980,000 euros, registered with the RCS of ROMANS under number 418 868 485, whose head office is at 13, Rue Maurice de la Sizeranne, 26600, Tain l'Hermitage (Tel.: +33 (04 75 08 51 93); email: caveau@ferraton.fr )

1 - PURPOSE AND SCOPE OF THE GTC

 

These T&Cs apply to any natural person of full age, acting for purposes outside their commercial, industrial, craft, liberal or agricultural activity, or any legal person not acting for professional purposes.

They do not apply to professionals defined as any natural or legal person, public or private, who acts for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when they act in the name of or on behalf of another professional.

Any order placed by the Customer in this context must be carried out by the Customer for his strictly personal and non-professional needs. The Customer, intending to purchase wines en primeur, declares that he does not intend to resell the wines, including for export.

These General Terms and Conditions apply to the Customer established in France or in one of the delivery areas served abroad by the Seller, about which the Customer will first inquire with the Seller before sending his order and the corresponding check, at the risk of failing to see them returned, the order not being able to be accepted in the event of impossibility of delivery.

They define the contractual relations between the Seller and the Customer, and the general conditions applicable to any purchase of en primeur wines (order preparation, delivery, etc.) sold remotely (e-mail, fax, mail or telephone), and outside of establishments. The contract resulting from the Customer's order is subject to the regulations on Distance Selling and Off-Premises Selling in force in France, in particular the Consumer Code, as well as the rules set out below.

2 - SPECIAL CHARACTERISTICS OF THE PRIMEURS SALE OFFER, AND DURATION OF THE OFFER

 

The Seller announces each year the vintage from its latest harvests on selected plots, which will give after 3 years of aging its best wines, bottled and available for consumption. A campaign of their sale in primeurs is organized, in limited quantities and prices, the purchase orders being received until August 31 , but the finished and bottled product can only be available in the ^2nd year following that of the campaign, from its month of February, or the 1st year for the Lieux-dîtes and our vintages of the Signature range.

The Seller cannot reserve, for this sale at a lower price of future products, other than limited quantities (demands and volumes being subject to variations and contingencies), orders may only relate to, and be accepted for, maximum quantities per buyer, which are specified in the purchase order forms which will be returned.

As this is a sale of future products requiring a necessary development period, the time and deadline for making available or delivery are by nature distant, but defined in Article 7.2, and accepted as such by the Customer, as having to occur no later than spring 2023.

To this extent also, art. L.112-3 of the Consumer Code applies, the final total price, including taxes and additional costs which will then be applicable and payable, cannot reasonably be calculated in advance at the time of the order.

3 - ACCEPTANCE OF THE CONDITIONS OF SALE

 

For remote or off-premises orders, the Customer receives in advance, in a legible and comprehensible manner, by paper medium or by e-mail, the pre-contractual information, the General Terms and Conditions and the withdrawal form.

In the case of off-premises sales, this information is only provided by a durable medium other than paper subject to the Customer's agreement.

Before placing an order, the Customer is invited to read these general conditions of sale carefully .

By placing an order , either by signing the order form, whether electronic or not, which it sends to the Seller's distance selling service, the Customer:

• certifies that they are a natural person of full age acting for their personal needs, or a legal entity not acting for professional purposes or not within the scope of their professional activity;
• certifies that he has the capacity to contract;
• acknowledges having previously read the conditions of sale applicable to his purchase (order and delivery) at the time of placing the order;
• declares to accept without restriction the conditions of sale, namely these General Terms and Conditions which will prevail over all other general or specific conditions not expressly accepted by the Seller, subject to specific conditions accepted or agreed upon stated on any medium separate from the General Terms and Conditions.

These conditions constitute, together with the purchase order accepted by the Seller, the contractual documents binding on the parties.

Sending the order form constitutes a firm and definitive commitment by the Customer, subject to their right of withdrawal as specified below in article 8.

4 -AVAILABILITY, CONSERVATION, MODIFICATION OF THE CGV

 

The General Terms and Conditions are provided or sent to the Customer on paper or electronic media in PDF format, allowing them to be read, printed and stored. They will be communicated to the Customer again by transmission, in the same media and formats, in the order confirmation.

5 - LEGAL INFORMATION ON THE SALE OF ALCOHOLIC BEVERAGES

The Customer undertakes, by indicating his date of birth when ordering, to be, in France, 18 years of age or older on that date . If the Customer is domiciled in another country, he undertakes to respect the laws and rules of that country regarding his legal minority and to be of the minimum age required to purchase alcoholic beverages there.

Please note that alcohol abuse is dangerous for your health.

6 - PRICE

 

The order is placed at the price, expressed in euros, at the rate in force for the annual campaign, previously announced. This price does not include taxes of any kind, including VAT which will only be payable, at the rate then in force, when the bottles of wine are made available , after its perfect aging and bottling, i.e. at the rate of 2022 or 2023 depending on the vintages.

It will therefore be increased by the VAT applicable on this date and other possible specific duties on alcoholic beverages, as well as delivery and transport costs, indicated separately. All taxes, duties, rights or other services, to be paid in application of French regulations or those of an importing country or a transit country, are the responsibility of the Customer but will only be determinable, indicated and payable when the bottled wines can be made available.

Payment terms and deadlines :

 

Deposit :

For contracts concluded remotely, and unless other special terms and conditions are expressly agreed between the parties, when sending the order, and for the validity of the order and its consideration, the Customer shall pay a deposit of an amount equal to the price excluding tax (and excluding delivery and transport costs).

For contracts concluded off-premises within the meaning of art. L.221-1 of the Consumer Code, the Seller may not receive any payment or consideration from the Customer before the expiry of a period of 7 days from the conclusion of the off-premises contract.

Upon receipt of the order and payment of the deposit, the seller will send a pro forma invoice corresponding to the amount paid excluding tax and costs.

Pay :

The balance of the price including VAT, and/or any other duties and taxes established, and delivery and transport costs, must be paid when the products ordered are available.

From the day the wines are available in bottles, either from February 2022 or 2023 depending on the vintages, the Seller will issue a final invoice showing the VAT, calculated on the day of this final invoice, and the delivery and transport costs.

This final invoice will be sent with the notice of availability of the bottles, and these will only be made available and delivered upon prior payment in full .

In the event of partial payment (except for special conditions agreed), non-payment or refusal of payment authorization or rejection by accredited organizations, the order will be refused or delivery not made, ownership of the goods remaining in all cases with the seller until full and effective payment of the price.

However, if special conditions have been agreed to exempt the Customer from full payment of the price when ordering, failure to comply with the payment obligation on the agreed due date(s) may result in the seller automatically terminating the contract, fifteen days after formal notice to the Customer to pay has remained without effect.

 

7.- DELIVERY

 

7.1 - Place of delivery

The products are delivered to the address indicated by the Customer on the order form, or made available for collection by the Customer, according to the Customer's choice. For logistical reasons, the Customer may only have the product delivered to France, Corsica, or to one of the delivery areas served abroad by the Seller and which have allowed the Customer to accept the order.

7.2 - Delivery time

 

For wines sold en primeur, the bottled products will only be available from February 2022 or 2023 depending on the vintage, the date from which the products may begin to be made available or delivered. The Seller undertakes to make the products available or deliver them before the end of spring 2023, i.e. no later than June 21, 2023, after full payment of the price . For orders paid by check, receipt of payment means the actual cashing of the check.

In the event of non-payment of the balance of the price on its due date, but special agreements having permitted the early delivery of the goods, the Seller, who retains ownership until full payment and actual collection of the price, may claim the products in the hands of the Customer and cancel the sale.

Informed that the goods have been made available to him, the Customer is obliged to collect or take delivery within the period indicated, i.e. no later than June 21, 2023. In the absence of collection and taking delivery on his part, and after his unsuccessful formal notice to do so within 15 days, referring to this clause, the Seller may, at his choice:

- either continue the forced execution of the contract, by invoicing the immobilization and storage costs incurred in the meantime, without prejudice to any damages that may be requested in addition;

- or avail itself, at its discretion, of a termination of the contract by operation of law, without the intervention of the judge, thereby resuming free disposal of its goods, the sale price paid nevertheless being acquired by it as a penalty clause as compensation for the damage suffered by the buyer's failure to fulfil its obligation to take delivery.

7.3 - Delay or failure to deliver

 

In the event of failure by the Seller to fulfil its obligation to deliver the products at the latest on expiry of the period provided, the Customer may terminate the contract, by registered letter with acknowledgement of receipt or by writing on another durable medium, if, after having ordered, in the same manner, the Seller to make the delivery within a reasonable additional period, the latter has not complied within this period.

The contract is considered terminated upon receipt by the Seller of the letter or written document informing it of this termination, unless the Seller has performed in the meantime.

The Customer may immediately terminate the contract if the Seller refuses to deliver the goods or fails to fulfil its obligation to deliver the goods on the date or at the end of the period provided.

The Customer may thus terminate the contract under the conditions of Articles L.216-2 and L.216-3 of the Consumer Code, with the seller reimbursing the Customer for all sums paid no later than 14 days after termination of the contract.

However, in the event of a stock shortage or any other event preventing the Seller from either executing the order within the delivery time or preventing it from doing so permanently, the Seller, who will be required to inform the Customer without delay, may offer a product of equivalent quality and price. If the Customer has, under these conditions and due to their unavailability, accepted the substitution of one or more products ordered by others, the price may also vary in agreement with the Customer.

If, however, no other delivery time or other product of equivalent quality and price whose availability is assured is agreed between the parties, the Customer, without prejudice to his right to terminate and cancel the contract under the conditions of Article 216-2 of the Consumer Code, will be reimbursed immediately for all sums already paid, increased by legal interest accrued from their payment, without prejudice to any damages to which he may deem entitled.

7.4 - Delivery terms

 

If the Customer notices upon delivery that an item is missing or that the products have suffered damage, he must indicate this in writing on the delivery note .

To comply with the provisions of art. L.133-3 of the French Commercial Code and to allow the Seller to assert its rights with the carrier selected in accordance with art. L. 133-1 et seq. of this Code, the Customer must also notify the carrier of the reservations made on the delivery note, within 3 days , not including public holidays, following the day of receipt of the products. The address to which the reservations must be notified will be indicated to the Customer in the package.

Failure to comply with these formalities does not deprive the Customer of his right to claim non-conformity of the products, the seller bearing the burden of transport risks. On the other hand, failure to comply with these formalities obliges the Customer to compensate the Seller for any damage suffered as a result of the latter's loss of recourse against the carrier.

8. - WITHDRAWAL

 

8.1 - Right of withdrawal

In accordance with Articles L. 221-18 et seq. of the Consumer Code, the Customer may withdraw from the contract concluded with the seller, without giving reasons, within 14 days of receipt of the goods.

For contracts concluded outside the establishment (art. L.221-1 of the same Code), it can do so within 14 days from the conclusion of the contract.

In the case of an order for several products delivered separately, the period starts from receipt of the last one.

To exercise the right of withdrawal , the Customer must notify, at the postal or electronic address (caveau@ferraton.fr) of the seller, or fax (+33 (0)4 75 08 51 93), his decision to withdraw from the contract by means of an unambiguous written declaration.

The Customer may use the standard withdrawal form template provided by the Seller but this is not obligatory.

To comply with the withdrawal period, it is sufficient for the Customer to send the communication relating to the exercise of this right before the expiry of the period, i.e. at the latest 14 days after the day on which the customer or a third party, other than the carrier and designated by the customer, takes physical possession of the goods.

However, the Customer does not have a right of withdrawal for the bottle(s) that he has unsealed after their delivery for reasons of hygiene and health protection, in accordance with art. L.221-28, 5° of the Consumer Code, without deprivation of the legal guarantee of conformity.

8.2 - Effects of withdrawal (L.221-23/L.221-24 C. de la Consommation)

 

The Customer must return the product(s) to the Seller or its agent, bearing the direct return costs , or return them to the Seller and return them to its address, without undue delay and, in any event, no later than 14 days after the Customer has communicated its decision to withdraw from the sales contract, unless the Seller offers to collect the goods itself.

The Customer may be held liable in the event of depreciation of the goods resulting from handling other than that necessary to establish the nature and characteristics of these goods.

In the event of withdrawal by the Customer, the Seller will reimburse all payments received from the Customer , including delivery costs (with the exception of additional costs arising from the fact that the Customer has chosen, where applicable, a delivery method other than the least expensive standard delivery method offered by the Seller) without undue delay and no later than 14 days from the day on which it is informed of the Customer's decision to withdraw.

Unless the Seller offers to collect the goods itself, it may withhold reimbursement until it has received the goods back or until the Customer has provided proof of return, whichever is the earliest.

The Seller will make the reimbursement using the same means of payment as that used by the Customer for the initial transaction, unless the latter expressly agrees to a different means; in any event, this reimbursement will not incur any costs for the Customer.

9. INTELLECTUAL PROPERTY

The Seller is the sole owner of all intellectual property rights, including trademarks, logos, illustrations, images and figurative elements appearing on the products and labels. Their sale does not confer any intellectual property rights on the Customer, nor does it give him the right to use or register them for his own account. The Customer therefore prohibits himself from reproducing said trademarks, illustrations, images, logos as well as any other figurative element, in whole or in part and in any form whatsoever.

The Seller's products, the Seller's brands and all figurative or non-figurative brands, and more generally all other brands, illustrations, images, designs, logos and figurative elements appearing on the products and labels, their accessories and their packaging are and will remain the exclusive property of the Seller.

Any total or partial reproduction, modification or use of these brands for any reason whatsoever and on any medium whatsoever, without the express, prior and written consent of the Seller is strictly prohibited. The same applies to any combination or conjunction with any other brand, symbol, logo and more generally any distinctive sign intended to form a composite logo.

10 - LEGAL GUARANTEE OF CONFORMITY

 

All products supplied by the Seller benefit from the legal guarantee of conformity provided for in arts. L. 217-4 to L. 217-14, L. 411-1 and L. 411-2 of the Consumer Code for the benefit of the consumer, and the legal guarantee of hidden defects provided for in arts. 1641 et seq. of the Civil Code.

When acting under the legal guarantee of conformity, the consumer:

- is exempt from providing proof of the existence of the lack of conformity of the goods during the twenty-four months following delivery of the goods . Any lack of conformity which appears within this period is presumed to have existed at the time of delivery, unless proven otherwise, in accordance with Art. L. 217-7 of the Consumer Code;

- has a period of two years to act from the delivery of the goods;

- may choose between repair or replacement of the goods , subject to certain cost conditions provided for in Articles L. 217-9 et seq. of the Consumer Code

The legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.

The consumer may decide to implement the guarantee against hidden defects of the thing sold within the meaning of Article 1641 of the Civil Code. In this case, the customer may choose between the resolution of the sale or a reduction in the sale price in accordance with Article 1644 of the Civil Code.

 

11 - PROTECTION OF PERSONAL DATA (GDPR)

Certain personal data are collected from the Customer in order to respond to their requests. If the Customer chooses not to communicate them, the request cannot be processed. These data are subject to computer processing necessary for processing the order and managing relations with the Customer. Information relating to all orders is stored and archived for as long as necessary for the proper conduct of commercial relations under reinforced security conditions and can be used as evidence in the event of a dispute.

The data collected relating to the delivery of the purchased goods may be communicated to the Seller's partners for the delivery of the purchases. The personal data collected by the Seller may be used in the context of direct marketing operations carried out by mail, email, after the prior consent of the Customer. However, the Seller may use this personal data during marketing operations relating to similar products.

Personal data may also be communicated to the Seller's partner or related companies, but the Customer may expressly object to this communication for marketing purposes, upon collection or subsequently by writing to the Seller by email or to the address of its head office.

The Customer may exercise his right to access, rectify or delete this personal data and object to this data being used for prospecting purposes, particularly commercial purposes, under the conditions provided for by the amended law 78-17 of 6 January 1978 and by EU Regulation No. 2016/679 on the protection of personal data of 27 April 2016. He makes the request by email to the email address dpo@chapoutier.com or by post to the address of the Seller's head office.

 

12 - SETTLEMENT OF DISPUTES

 

For any difficulty or complaint, the Customer is invited to contact the Sales Administration department in advance by email or post:

SAS FERRATON, 13, Rue Maurice de la Sizeranne in 26 600 Tain-l'Hermitage – TEL: 04 75 08 51 93; caveau@ferraton.fr

 

Any disputes which persist or arise regarding the validity, interpretation, execution or non-execution, interruption or termination of the contract may be submitted to Consumer Mediation.

Any consumer has the right to have recourse free of charge to a consumer mediator (L.612-1 of the Consumer Code) with a view to the amicable resolution of the dispute between them and a professional, within one year following their written complaint to the Seller's services.

The Customer, for this purpose, may usefully consult the following websites: - on consumer mediation for France: www.mediation-conso.fr - on cross-border disputes: European Consumer Centre France: www.europe-consommateurs.eu

The Seller offers recourse to the PARIS Mediation and Arbitration Center (CMAP – Consumer Mediation Service 39, avenue FD Roosevelt, 75008 PARIS, website www.cmap.fr).

The solution proposed by the mediator is not binding on the parties to the contract, and the Client has in any event the possibility of resorting to any other alternative method of dispute resolution.

13 - LAW APPLICABLE TO THE SALES CONTRACT

The sales contract and these General Terms and Conditions are subject to French law. However, with regard to customers residing in a Member State other than France, they cannot be deprived of the protection afforded to them by the mandatory rules of the legislation of their country of residence.

FERRATON PERE ET FILS, SAS with capital of €980,000

RCS of Romans sur Isère n° 418 868 485

13 Rue Maurice de la Sizeranne – 26600 TAIN L'HERMITAGE

Tel: 33(0)4 75 08 51 93