Terms and Conditions of Sale

1. Binding nature

These terms and conditions of sale are systematically sent or given by SARL l’Arjolle to every buyer to allow him/her to place an order. They are also sent to customers when requested. Consequently, these terms and conditions form the basis of the sales agreement in accordance with article L.441-6 of the French Commercial Code and serve as a reference to the measures of article L 442-6 of the same Code. The latter are applicable from 1st August 2008 and supersede the previous terms and conditions.

The placing of an order by the buyer therefore implies the Customer’s full and unreserved acceptance of these terms and conditions of sale, and the customer’s waiver (on any grounds, at any time and in any form whatsoever) to avail itself of measures which are contrary to or which infringe these terms and conditions.

2. Settlement of Disputes

Any issues relating to the interpretation and execution of these terms and conditions of sale, and more generally any disputes will be brought before the Commercial Court of Béziers. The French language will prevail over any translation in the case of objections to, disputes, difficulties of interpretation or execution of the terms and conditions of sale and more generally concerning the relationships between the parties.

3. Title Retention Clause

The wines remain the property of SARL l’Arjolle until it receives full payment of the price from the Customer. The Customer insures the merchandise subject to ownership. Products to be re-sold by the Customer must be re-sold on behalf of SARL l’Arjolle, the debts resulting from this resale belonging ipso jure to the latter. The responsibility for keeping and conserving the wines lies with the Customer if, before the price has been paid in full, it has received delivery of the wines.

4. Orders

An order must be placed in a written document which must bear the Customer’s signature and stamp. Any order placed by the Customer or forwarded by a representative of SARL l’Arjolle only becomes valid after it has been confirmed by SARL l’Arjolle’s sales management. The only beneficiary of an order is the Customer except on the written agreement of SARL l’Arjolle. An order must be placed for a minimum quantity of 6 bottles packed in a box of 6 and on a European pallet. Specific orders will be studied on a case by case basis depending on the costs incurred.

Furthermore, SARL l’Arjolle reserves the right to refuse or reduce any order of which the volume is abnormally high compared to the orders delivered to the same Customer for the same month the previous year.
By placing an order the Customer expressly waives the right to benefit from article 1587 of the French civil code.

Any modification to the contract requested by the Customer is subject to the express agreement of SARL l’Arjolle. The order effectively and irrevocably implies the Customer’s consent; therefore it may not cancel the order, except with the express and prior agreement of SARL l’Arjolle. In addition to the fact that such a cancellation will subject the Customer to paying compensation for the resulting loss suffered by SARL l’Arjolle, any deposit paid by the Customer will be kept by SARL l’Arjolle.

5. Price

The price of the products sold by SARL l’Arjolle will be that in force on the day of the Customer’s order. These prices may nevertheless be modified by SARL l’Arjolle depending on notably the increase in the cost of raw materials, the increase or creation of taxes applicable to the business of SARL l’Arjolle, supply conditions, etc. The prices may therefore be modified at any time subject to a notice period of one month.

6. Payment

Unless agreed otherwise, and subject to dispensatory inter-professional agreements, payment will be made immediately. The aforesaid payment term may not by express agreement between the parties be put back for any reason whatsoever. Claims made by the Customer will in no case lead to the payment due date of the order to which they relate being postponed.

Invoices are payable in all circumstances to SARL l’Arjolle. They are considered as paid when the invoice amount is definitively credited to SARL l’Arjolle’s bank account.

Sums not paid by the due date will be subject to late payment interest equal to three times the legal interest rate, in accordance with Article L 446-1 of the French Commercial Code. This interest accrues from the day of the due date until the full payment of the amount owing.

The late payment interest detailed above will not preclude – if no response to the formal notice sent by SARL l’Arjolle has been received within eight days – the principle of the payment by the Customer of compensation equal to 15% of the amount remaining on the due date. Moreover, the nonpayment of a single invoice automatically makes other invoices owing to SARL l’Arjolle immediately due. Any deduction and/or compensation are expressly excluded – except on the express and prior agreement of SARL l’Arjolle.

The Customer must reimburse all the costs incurred by SARL l’Arjolle and resulting from the legal recovery of sums owed. Any worsening of the Customer’s credit and more generally any change, whatever the origin, to the Customer’s situation may justify the request for guarantees and/or specific payment terms fixed by SARL l’Arjolle, or the refusal by SARL l’Arjolle to process the orders placed by the Customer.

7. Delivery

1. Unless agreed otherwise, delivery is considered to be carried out once the goods have left the premises of SARL l’Arjolle. The Customer therefore bears all the costs and risks inherent to the transport of the products from the premises of SARL l’Arjolle to its own premises.

The delivery times given by SARL l’Arjolle are given as an indication only. Failure to deliver within these times cannot therefore give rise to damages, to deductions nor to the cancellation of the order in progress.

2. The contract goods travel at the risks of the Customer who is responsible for checking the condition, quality and quantity of the contract goods and therefore their conformity to the content of the order placed. The Customer thereby undertakes to :

• take possession at the agreed place, date and time of SARL l’Arjolle’s products corresponding to the order and to check that they conform to the order,
• to report at reception any anomaly concerning these products, notably by expressing reservations on the transport document, providing any necessary evidence to demonstrate these anomalies,
• to confirm the anomalies to SARL l’Arjolle by fax within 3 days of receiving the products. The Customer must provide evidence to prove the defects or anomalies reported.
  

It is the customer’s responsibility, in the event of damage to the delivered goods or of missing goods, to make all necessary reservations to the carrier, whether the latter is hired by SARL l’Arjolle or by the Customer. Any product which has not been the subject of reservations made by registered letter with acknowledgement of receipt to the carrier in accordance with article L. 133-3 of the French commercial code, a copy of which will be sent at the same time to SARL l’Arjolle, will be deemed to be accepted by the customer.

3. In order for SARL l’Arjolle to consider claims concerning the quality of the products, to the exclusion of any problem of damage relating to transport or of non conformity, said claims must be made within a maximum of two months from the delivery date by registered mail with acknowledgement of receipt expressly specifying the batch number concerned, and more generally any information and any justification with regard to the damage or anomalies reported.

4. In the cases set out in points 2 and 3 of article 7, the Customer must allow SARL l’Arjolle to carry out an inspection of this damage and where necessary provide a solution. The Customer will therefore refrain from acting itself or using a third party to do so. The Customer must also take every possible measure in order not to worsen the damage reported, the failure to respect this condition precluding any action for compensation taken against SARL l’Arjolle.

No products can be returned without the written consent of SARL l’Arjolle. While awaiting this consent, the product in question must be held by the Customer at the disposal of SARL l’Arjolle at the Customer’s premises. The acceptance by SARL l’Arjolle to return a damaged product does not equate to recognition of its responsibility.

The costs and risks relating to the return of the products remain, except on the written agreement of SARL l’Arjolle, at the Customer’s expense.

The Customer has the right to a withdrawal period of 7 working days.

8. Resale of the products

In view of its professional status, the Customer alone will be responsible for the choice, storage and use of the products it has acquired from SARL l’Arjolle. In this respect, it declares to be fully informed of the characteristics and evolutions of the products bought from SARL l’Arjolle, wine being a biologically living product which evolves over time. The Customer acknowledges having been able to obtain all the necessary information concerning their packaging, storage conditions and use, and consequently having proceeded to acquire and use them willingly and knowingly.

Moreover, the Customer undertakes to immediately inform SARL l’Arjolle of and to agree where relevant with the latter on the conditions of a possible withdrawal of delivered products in order to protect as best as possible the consumer and to protect the interests of the seller, in the case notably of :

• emergency situations (damage affecting the seller’s products or competitor products of the same category, etc.),
• claim and/or action by a third party.

9. Liability

The cost of damages resulting notably from incorrect storage, defective delivery to the consumer, a case of force majeure, and more generally from any operation outside the control of SARL l’Arjolle, is assumed by the Customer alone and SARL l’Arjolle will therefore not be made to assume such costs notably by credit note or penalty invoice.

In any case, the civil liability of SARL l’Arjolle, taking all causes into account with the exception of bodily injury and gross negligence, is limited to a sum capped at the total amounts received for the sale which is the subject of the dispute.

Should the liability of SARL l’Arjolle be upheld on the basis of articles 1386-1 et seq. of the French Civil Code (liability for defective products), SARL l’Arjolle will not be held liable for the payment of any damages in the event of loss resulting from damage to goods which are not used by the buyer mainly for private use (which will notably be the case for goods used in the framework of a professional activity).

10. Intellectual property

The Customer must sell SARL l’Arjolle’s products as is. The Customer is unable to acquire, modify, use or register any intellectual property right, the designs, models and brands belonging to SARL l’Arjolle, and notably for the products, documents, slogans, names, brands and other advertising or packaging materials created by SARL l’Arjolle.

Any utilisation, production, modification and more generally any use which infringes SARL l’Arjolle’s rights will lead SARL l’Arjolle to take any action it chooses either civil or criminal in order to stop this behaviour and remedy the damage suffered.

The Customer undertakes to not register, directly or indirectly, within the territory or outside the territory, any of the brands, trade names and other distinctive signs ceded or belonging to SARL l’Arjolle or which would resemble them, nor to incorporate them, even partially, in its name or one of its distinctive signs or domain name.

The Customer undertakes to inform SARL l’Arjolle as soon as possible of any infringement to the intellectual property rights of the latter, in the territory, brought to its attention. The Customer undertakes to do its best to assist and help SARL l’Arjolle to protect it against such infringements.

11. Force Majeure

SARL l’Arjolle reserves the right to suspend or terminate all or part of the sale, ipso jure, in the case of force majeure events or unforeseeable circumstances, such as, notably, strikes, lock-out, adverse weather, insufficient quantities of products on the market, which may stop or reduce the sale of these products or any causes not directly and exclusively attributable to SARL l’Arjolle. The latter will inform the Customer in connection therewith as quickly as possible. Pending orders will therefore be postponed until the force majeure event has ended.

12. Data protection

Data about you will only be kept when you consent to receive information from the Domaine de l’Arjolle. In this case, we will create for you a free internet account, free of any obligations (which will enable you to benefit from all our online services), and you will thereby have a right to access, rectify and delete the data about you in accordance with article 34 of the data protection and civil liberties law of 6th January 1978.

13. Protection of minors

In accordance with article L. 3342-1 of the Public Health Code forbidding the sale of alcohol to minors under the age of sixteen, the buyer confirms when ordering that he/she is sixteen at the time of placing the order.

Address :
Domaine de l’Arjolle
7 bis, rue Fournier 34 480 Pouzolles - FRANCE
+33 (0)4 67 24 81 18
domaine@arjolle.com

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