General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

Article 1 – Content and scope

Any order for products implies the buyer's unreserved acceptance of and full adherence to these general terms and conditions of sale, which prevail over any other document from the buyer, and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise by the supplier. These general terms and conditions of sale apply to all sales of the supplier's products, unless a specific agreement prior to the order has been made in writing between the parties. Consequently, placing an order by a customer implies their unreserved acceptance of these general terms and conditions of sale, unless specific conditions are agreed to in writing by the supplier. Any document other than these general terms and conditions of sale, including catalogs, brochures, advertisements, and notices, is for informational purposes only and is not contractually binding. These general terms and conditions of sale are provided to any buyer upon request, to enable them to place an order with the supplier, as well as to any distributor prior to the conclusion of a single agreement as referred to in Article L.441-3 of the French Commercial Code, within the legal time limits. The supplier may also establish category-specific general terms and conditions of sale, which deviate from these general terms and conditions of sale, depending on the type of customer, according to objective criteria. Operators meeting these criteria will then be subject to these category-specific general terms and conditions of sale. These general terms and conditions of sale are applicable until December 31, 2027

Article 2 – Intellectual Property

All technical documents, products, and photographs provided to our clients remain the exclusive property of SAS Montjean Wines & Sharing – MWS, the sole holder of intellectual property rights to these documents, and must be returned upon request. Our clients agree not to use these documents in any way that could infringe upon the supplier's industrial or intellectual property rights and agree not to disclose them to any third party.

Article 3 – Orders

3.1 Definition

An order is defined as any request (by email or telephone) for our products listed in our price lists provided to the customer, and accepted by the supplier, accompanied by payment of any deposit stipulated on the order form. A certain amount (5000) must be confirmed in writing and signed by the customer. Once received, it becomes irrevocable.

3.2 Modification

Orders placed with the supplier are irrevocable for the customer, unless the supplier provides written acceptance. Any request to modify the composition or volume of an order placed by a customer will only be considered by the supplier if the request is made in writing and received by the supplier no later than 5 days before the scheduled delivery of the original order. Any order modification request received late will be considered a new order by the supplier.

Article 4 – Deliveries

4.1 Time limit

The order is subject to a maximum delivery time of 10 business days, starting from the date of receipt of the order form and the required deposit. This delivery time is provided for informational purposes only and is subject to change depending on carrier availability and the order in which orders are received. The supplier will strive to meet the delivery time indicated upon acceptance of the order, based on industry-standard logistics lead times, and to fulfill orders, except in cases of force majeure or circumstances beyond its control, such as strikes, frost, fire, storms, floods, epidemics, or supply difficulties, without this list being exhaustive. Delivery delays will not give rise to any penalties or compensation.

4.2 Resolution

In the event of a delay exceeding 15 working days and if this delay is not attributable to a case of force majeure or to a fault of the buyer, the cancellation of the sale may be requested by the buyer who will then recover the deposit paid by him to the supplier.

4.3 Transfer of ownership and risks

Delivery is at the customer's expense. Therefore, the customer is responsible for any loss or damage to the products during transport. Ownership will only transfer upon full payment of the price by the buyer, regardless of the delivery date.

4.4 Transport

In the event of damage to or missing items of delivered goods, it is the customer's responsibility to make all necessary reservations with the carrier. Any product for which reservations have not been made by registered letter with acknowledgment of receipt within 48 hours of its receipt from the carrier, in accordance with Article L. 133-3 of the French Commercial Code, and of which a copy must be sent simultaneously to the supplier (delivery note), will be considered accepted by the customer.

4.5 Reception

Without prejudice to the steps the customer must take with the carrier as described above, in the event of apparent defects or missing items, any claim of any kind relating to the delivered products will only be accepted by the supplier if it is made in writing, by registered letter with acknowledgment of receipt or by email, within the 48-hour period stipulated above. The buyer is responsible for providing all supporting documentation regarding the existence of the defects or missing items. No goods may be returned by the customer without the supplier's express prior written consent, obtained in particular by fax or email. Return shipping costs will only be borne by the supplier if an apparent defect or missing items is actually verified by the supplier or its representative. Only the carrier chosen by the supplier is authorized to return the products in question. When, upon inspection, an apparent defect or shortage is confirmed by the supplier or their representative, the customer may only request that the supplier replace the non-conforming items and/or provide the missing items at the supplier's expense, without the supplier being entitled to any compensation or cancellation of the order. Unconditional acceptance of the ordered products by the customer covers any apparent defect and/or shortage. Any reservation must be confirmed under the conditions stipulated above. A claim made by the purchaser under the conditions and according to the procedures described in this article does not suspend payment by the customer for the goods in question. The supplier cannot under any circumstances be held liable for incidents occurring during transport, including destruction, damage, loss, or theft, even if they selected the carrier.

4.6 Suspension of deliveries

In the event of non-payment in full of an invoice by its due date, after a formal notice has remained unheeded for 48 hours, the supplier reserves the right to suspend all current and/or future deliveries.

4.7 Delivery subject to cash payment

All orders that the supplier agrees to fulfill are subject to the condition that the customer provides sufficient financial guarantees and will effectively pay the amounts due on their due dates, in accordance with the law. Therefore, if the supplier has serious or specific reasons to fear payment difficulties on the part of the customer at the time of the order, or subsequently, or if the customer no longer provides the same guarantees as at the time the order was accepted, the supplier may make acceptance of the order or its continued execution conditional upon payment in advance or the provision of guarantees by the customer in favor of the supplier. The supplier also reserves the right, both before accepting any order and during its execution, to require the customer to provide its accounting documents, including profit and loss statements, even projected ones, to assess the customer's solvency. In the event of refusal by the customer to pay cash, without the latter offering any sufficient guarantee, the supplier may refuse to honor the order(s) placed and to deliver the goods concerned, without the customer being able to argue an unjustified refusal to sell, or claim any compensation.

Article 5 – Prices and price changes

Current rates are set annually and communicated to customers before January 1st. If the cost of raw materials and energy has increased by more than 10% since the beginning of the year (January 1st), a price adjustment will be automatically applied and communicated to customers. Our prices are net, without discount, and payable according to the terms below. Unless otherwise agreed, delivery delays of less than 15 business days will not result in cancellation or modification of the contract. They will not give rise to any claim for damages. Penalty clauses appearing on our customers' commercial documents are not enforceable against the supplier. The delivery times indicated in an order are accepted by the supplier and are binding on the supplier only under the following conditions: compliance by the customer with the payment terms and the payment of deposits, timely provision of technical specifications, no delays in studies or preparatory work, and no cases of force majeure, social, political, economic or technical events hindering the operation of our factories or their supply of components, energy or raw materials.

Article 6 – Payment

6.1 Payment Date

Except for orders placed on the website, the price is payable in full in a single payment within 30 days of delivery (signature of the delivery note), unless otherwise agreed in writing. This deadline will be indicated on the invoice sent to the buyer.

For orders placed on the website, the price is payable in full upon validation of the order.

6.2 Non-payment

Any amount including VAT not paid by the due date will incur penalties payable by the customer, calculated at 2% of the order amount per month of delay. These penalties are automatically due and will be debited from the customer's account. The supplier reserves the right to take legal action to compel payment, with a daily penalty for each day of delay. Finally, the supplier also reserves the right to suspend or even cancel the delivery of pending orders.

6.3 Deposit

Any order, as defined above, may require a deposit of 30% to 50% of the total amount at the supplier's request. The remaining balance is payable upon request. Except in cases of force majeure, any cancellation of the order by the buyer will not entitle the buyer to a refund of this deposit.

6.4 Collection costs

In the event of late payment, the buyer will automatically owe a fixed compensation fee of €40 for recovery costs, without prior notice. The supplier may claim additional compensation from the buyer if the actual recovery costs incurred exceed this amount, upon presentation of supporting documentation.

Article 7 – Retention of Title

Ownership of the goods remains with the seller until full payment of the price by the customer, including principal and any additional charges, even if payment terms have been granted. Any clause to the contrary, particularly one included in the customer's general terms and conditions of purchase, is deemed null and void, in accordance with Article L. 624-16 of the French Commercial Code. By express agreement, the supplier may exercise its rights under this retention of title clause for any of its outstanding receivables that are two (2) months overdue, against all of its goods in the customer's possession. These goods are presumed by agreement to be the unpaid goods, and the supplier may repossess or reclaim them as compensation for all unpaid invoices, without prejudice to its right to terminate any current sales. The buyer is authorized, in the normal course of business, to resell the delivered goods. However, the buyer may not pledge them or transfer ownership of them as security. In the event of resale, the buyer agrees to immediately pay the supplier the remaining balance of the price. The supplier may also demand, in the event of non-payment of an invoice by its due date, the cancellation of the sale after sending a simple formal notice. Similarly, the supplier may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the customer's possession. The customer hereby agrees to grant free access to its warehouses, stores, or other premises for this purpose, ensuring that product identification remains possible at all times. In the event of the commencement of insolvency proceedings or liquidation, all pending orders will be automatically cancelled, and the supplier reserves the right to reclaim any goods in stock. This clause does not preclude the rules concerning the transfer of ownership stipulated in these general terms and conditions of sale. From the moment of delivery, the buyer is considered the bailee and custodian of said goods. In the event of non-payment and unless the buyer prefers to demand full and complete execution of the sale, the supplier reserves the right to terminate the sale after formal notice and to reclaim the delivered goods, with return costs remaining the responsibility of the buyer and payments made being acquired by the supplier as a penalty clause.

Article 8 – Warranty against apparent and hidden defects

The products are delivered with a 48-hour contractual warranty, starting from the date of delivery. This warranty covers non-conformity of the products to the order and any hidden defects arising from a flaw in materials, design, or manufacturing that affect the delivered products and render them unfit for use. Under these conditions, the supplier will replace the products under warranty. The products must be inspected by the customer upon delivery, and any claim, reservation, or dispute concerning missing or apparent defects must be made in writing on the delivery note. In the event of apparent defects, the defective products will be replaced by us, subject to verification of the alleged defects. The customer must provide all necessary evidence to substantiate the defects observed, and the supplier reserves the right to conduct, directly or indirectly, any on-site inspection and verification. The customer must notify the supplier in writing of any defects existing at the time of delivery and discovered after receipt of the products within 24 hours of discovering the non-conformity. No notification will be considered if it is made more than 24 hours after delivery. The customer may not bring any action for non-conformity more than 48 hours after delivery. By accepting these general terms and conditions of sale, the customer expressly agrees that after this period, the customer may not invoke the non-conformity of the products, nor raise it as a counterclaim in defense against any debt recovery action brought by the supplier. Failure to comply with these conditions will preclude the supplier from holding the customer liable for any latent defects. Defects and damage to delivered products resulting from abnormal storage and/or handling conditions at the customer's premises, particularly in the event of any accident whatsoever, will not be covered by the supplier's warranty. Under the warranty against hidden defects, the supplier's sole obligation is to replace defective goods free of charge, without the customer being entitled to any damages whatsoever. The supplier warrants its products against hidden defects in accordance with the law, customary practices, and case law, and under the following conditions:

-the guarantee only applies to products that have become the legal property of the buyer;

-it only applies to products entirely manufactured by the supplier;

-it is excluded when our products have been used under conditions of use or performance not intended.

The supplier's warranty only covers latent defects. Since our clients are professionals, a latent defect is defined as a flaw in the product's manufacture that renders it unfit for its intended use and that could not have been detected by the buyer before use.

Article 9 – Force majeure

Events beyond the control of the parties, which they could not reasonably have been expected to foresee, and which they could not reasonably avoid or overcome, are considered force majeure or fortuitous events, insofar as their occurrence renders the performance of obligations completely impossible. Specifically, the following are considered force majeure or fortuitous events that release the supplier from its obligation to deliver within the initially agreed timeframe: strikes by all or part of the supplier's staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, inability to obtain raw materials, epidemics, road closures due to thawing, road blockades, strikes or disruptions in the electricity or gas supply, or disruptions in supply for reasons not attributable to the supplier, as well as any other cause of supply disruption not attributable to other suppliers. In such circumstances, the supplier will notify the customer in writing, including by fax or email, within 24 hours of the event's occurrence. The contract between the supplier and the customer will then be automatically suspended without compensation, effective from the date of the event. If the event continues for more than thirty (30) days from the date it occurred, the sales contract between the supplier and the customer may be terminated by the most diligent party, without either party being entitled to damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt terminating the sales contract.

Article 10 Disputes – Jurisdiction

The supplier elects domicile at its registered office (MONTJEAN). Any dispute concerning the application, interpretation, or performance of these general terms and conditions of sale, or concerning sales contracts concluded by the supplier, or the payment of the price, must be subject to prior mediation conducted in good faith by the parties. If no amicable agreement is reached within 60 days, the most diligent party may bring the matter before the Commercial Court of Angers, regardless of the place of the order, delivery, or payment, the method of payment, or even in the event of a third-party claim or multiple defendants. This jurisdiction clause is general and applies to all claims, whether principal, incidental, substantive, or summary. Furthermore, in the event of legal action or any other debt recovery action by the supplier, the costs of summons, court fees, as well as lawyer and bailiff fees, and all related costs will be borne by the defaulting customer, as well as the costs related to or arising from the customer's failure to comply with the payment or delivery conditions of the order in question.

Article 11 – Arbitration Clause for International Contracts

Any international disputes or litigation arising out of or in connection with this contract shall be resolved by arbitration in accordance with the rules of the Arbitration Chamber near the Strasbourg Stock Exchange, to which the parties declare their adherence.

Article 12 – Waiver

The fact that the supplier does not invoke any of the clauses herein at any given time shall not constitute a waiver of the right to invoke those same clauses at a later date.

Article 13 – Applicable Law

Any question relating to these general terms and conditions of sale and to the sales they govern, which is not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of any other law, and, as a supplementary measure, by the Vienna Convention on the International Sale of Goods.

Article 14 – Buyer's Acceptance

These general terms and conditions of sale, as well as the attached price lists and schedules, are expressly agreed to and accepted by the buyer, who declares and acknowledges having full knowledge thereof, and therefore waives the right to rely on any conflicting document, and in particular, its own general terms and conditions of purchase. The fact that, where applicable, normal exchanges between the supplier and the buyer take place wholly or partly in a language other than French, cannot under any circumstances be considered a waiver of the application of these general terms and conditions of sale or any of their provisions.