General conditions of sales

General sales conditions

Article 1 - Content and field of application

Any order of products implies unreserved acceptance by the buyer and its full membership in these general conditions of sale which prevail on any other document of the buyer, and in particular on all general conditions of purchase, except an express derogation from the supplier. These general conditions of sale apply to all sales of supplier products, unless specific to the order agreed in writing between the parties. Consequently, the placing of an order by a Customer takes the without reservation membership, of these general conditions of sale, unless special conditions granted in writing by the supplier, to the buyer. Any other document than these general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only informative and indicative, non -contractual value. These general conditions of sale are communicated to any buyer who requests it, in order to allow him to order to the supplier, as well as to any distributor before the conclusion of a single agreement referred to in article L.441-3 of the Commercial Code, within the legal deadlines. The supplier may also establish categorical general conditions of sale, derogations from these general conditions of sale, depending on the type of clientele considered, according to criteria that will remain objective. The operators meeting these criteria will then be applied these general conditions of sales. These general conditions of sale are applicable until 12/31/2027

Article 2 - Intellectual property

All technical documents, products, photographs given to our customers remain the exclusive property of SAS MONTJEAN WINES & SHARING - MWS The only holder of intellectual property rights on these documents, and must be returned to him. Our customers undertake to make no use of these documents, likely to infringe the supplier's industrial or intellectual property rights and undertake to disclose them to any third party.

Article 3 - Orders

3.1 Definition

By order, we must hear any order (by email, telephone) on our products appearing on our prices communicated to the Customer, and accepted by the supplier, accompanied by the payment of the deposit possibly provided on the order form. Certain amount (5000 must be confirmed in writing signed by him. Upon receipt, it presents an irrevocable character.

3.2 Modification

Orders transmitted to the supplier are irrevocable for the customer, unless written acceptance of the supplier. Any request for modification of the composition or volume of an order placed by a Customer can only be taken into account by the supplier, if the request is made in writing, and has reached the supplier, at the latest 5 days before the forecast delivery of the initial order. Any request for a late order modification will be considered a new order by the supplier.

Article 4 - Deliveries

4.1 Deadline

The order gives rise to a delivery period of a maximum period of 10 working days, from the receipt of the order form and the deposit due on this date. This delivery period is only given informative and indicative, the latter depending in particular on the availability of carriers and the order of arrival of orders. The supplier strives to comply with the delivery time indicated in acceptance of the order, according to the reference logistical period in the profession, and to execute orders, except in case force majeure, or in case of circumstances out of control, such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, without this list being limited. Delivery delays cannot give rise to any penalty or compensation.

4.2 Resolution

In the event of delay greater than 15 working days and if this delay is attributable either to a case of force majeure or to a fault of the buyer, the resolution 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 property and risks

Delivery is the responsibility of the customer. Thus, the loss and deterioration of products during transport are the responsibility of the customer. The transfer of ownership will only intervene at the end of the full payment of the price by the buyer, regardless of the delivery date.

4.4 Transport

It is up to the customer, in the event of a damaged goods delivered or missing, to make all the necessary reserves with the carrier. Any product has not been subject to reservations by registered letter with AR within 48 hours of its reception with the carrier, in accordance with article L. 133-3 of the Commercial Code, and of which copy will be sent simultaneously to the supplier (delivery slip), will be considered accepted by the Customer.

4.5 Reception

Without prejudice to the provisions to be taken by the Customer vis-à-vis the carrier as described above, in the event of apparent vices or missing vices, any complaint, whatever the nature, relating to the products delivered, will only be accepted by the supplier if it is made in writing, in registered letter with AR or by email, within 48 hours provided above. It is up to the buyer to provide all the justifications for the reality of the vices or missing observed. No return of goods can be made by the Customer without the express, written prior agreement of the supplier, obtained in particular by fax or email. The return costs will only be borne by the supplier in the event that an apparent defect, or the missing, is indeed noted by him or his agent. Only the carrier chosen by the supplier is empowered to return the products concerned. When after control an apparent vice or a missing is actually found by the supplier or his agent, the Customer can only ask the supplier to replace the non-compliant items and/or the additional to fill the missing at the expense of this, without the latter being able to claim any compensation or the resolution of the order. The unreserved reception of the products ordered by the customer covers any apparent and/or missing defect. Any reserve must be confirmed under the conditions provided above. The complaint made by the purchaser under the conditions and according to the terms described by this article does not suspend the payment by the customer of the goods concerned. The supplier's responsibility can in no case be questioned for acts under transport, destruction, damage, loss or theft, even if he has chosen the carrier.

4.6 Suspension of deliveries

In the event of an integral non-payment of an invoice due to maturity, after formal notice remained without effect within 48 hours, the supplier reserves the right to suspend any delivery in progress and/or to come.

4.7 Subordinate delivery to cash payment

All orders that the supplier accepts to execute are, given the fact that the customer presents sufficient financial guarantees, and that he will actually pay the sums due to their maturity, in accordance with the legislation. Also, if the supplier has serious or specific reasons to fear payment difficulties from the Customer on the date of the order, or after the latter, or if the Customer does not have the same guarantees as on the date of acceptance of the order, the supplier may subject the acceptance of the order or the continuation of his execution to a cash or supplies, by the Customer, of guarantees for the benefit of the supplier. The supplier will also have the option, before the acceptance of any order, as in execution, to require the customer communication of his accounting documents, and in particular income accounts, even provisional, allowing him to assess his solvency. In the event of refusal by the Customer of cash payment, without any sufficient guarantee being proposed by the latter, the supplier may refuse to honor the order (s) placed (s) and to deliver the goods concerned, without the customer being able to argue of an unjustified refusal of sale, or claim any compensation.

Article 5 - Price and price developments

The prices in force are defined annually and are communicated every year to customers before the 1st. In the event of a variation of more than 10% of the cost of raw materials and energy since the beginning of the year (January 1), a price modification will be automatically applied to the prices and communicated to our prices are calculated net, without discount, and payable according to the terms. Unless otherwise agreed, delivery delays of less than 15 working days do not take cancellation or modification of the contract. They cannot give rise to damages. The penal clauses appearing on the commercial papers of our customers are unenforceable in the supplier. The execution deadlines appearing in an order are only accepted by the supplier and initiate it, only under the following conditions: respect by the Customer of the conditions of payment and payment of deposits, supply in time of technical specifications, absence of delay in studies or preparatory work, absence of cases of force majeure, social, political, economic or technical events hindering the march of our factories or their supply of components, energy or matters.

Article 6 - Payment

6.1 Payment date

With the exception of orders carried out on the website, the price is payable in whole E in a single payment within 30 days unless written contrary to delivery (signature of the delivery slip). This period will be mentioned on the invoice addressed to the buyer.

For orders made on the website, the price is payable in full in cash during the validation of the order.

6.2 Non-payment

Any amount TTC not set to the due date will give rise to the payment by the customer of penalties set at 2% of the amount of the order per month of delay. These penalties are automatically due and will be automatically brought to the customer's account. The supplier reserves the ability to seize the competent court so that it ends this non-performance, under daily penalty per day of delay. Finally, the supplier also reserves the right to suspend or even cancel the delivery of current orders.

6.3 deposit

Any order, as defined above, may give rise to the payment of a deposit of 30 to 50% of the amount at the supplier's request. The price balance is payable. Except for force majeure, any cancellation of the order by the buyer may not give rise to the reimbursement of this planned deposit.

6.4 Recovery costs

In the event of late payment, the buyer must have a lump sum compensation for recovery costs, amounting to 40 euros, as of right and without prior notification. The supplier may request the buyer additional compensation if the recovery costs actually incurred exceeded this amount, upon presentation of the supporting documents.

Article 7 - Reserve of ownership

The transfer of ownership of the products is suspended until complete payment of the price of these by the customer, in principal and accessories, even in the event of granting payment periods. Any opposite clause, in particular inserted in the general conditions of purchase, is deemed unwritten, in accordance with article L. 624-16 of the Commercial Code. On an express agreement, the supplier may play the rights he holds under this reserve clause of ownership, for any of his claims, of which eligibility is exceeded by two (2) months, in all of his products in possession of the customer, the latter being conventionally allegedly be those unpaid, and the supplier may take them back or claim them in compensation for all his unpaid invoices, without prejudice current sales. The buyer is authorized, within the framework of the normal operation of his establishment to resell the goods delivered. But he can neither give them in pledge nor transfer the property as a guarantee. In the event of resale, the buyer undertakes to immediately pay the supplier the part of the remaining price due. The supplier may also require, in the event of non-payment of a maturity invoice, the resolution of the sale after sending a simple formal notice. Likewise, the supplier may unilaterally, after sending a formal notice, drawing up or having an inventory of his products in possession of the customer, which undertakes, already, to leave free access to his warehouses, shops or other for this purpose, ensuring that the identification of the products is always possible. In the event of opening a recovery procedure or liquidation of goods, the orders in progress will be automatically canceled, reserves the right to claim goods in stock. This clause does not prevent the rules relating to the transfer of ownership provided for in these general conditions of sale. From delivery, the buyer is the depositary and guardian of said goods. In the case of non-payment and unless you prefer to request full and whole execution of the sale, the supplier reserves the right to terminate the sale after formal notice and claim the goods delivered, the return costs remaining borne by the buyer and the payments made being acquired to the supplier as a penal clause.

Article 8 - Guarantee of visible and hidden defects

The products are delivered with a contractual guarantee lasting 48 hours, from the delivery date. This guarantee covers the non-compliance of the products to order and any hidden defect, coming from a defect in material, design or manufacturing affecting the products delivered and making them unfit for use. Under these conditions, the supplier will replace the products under warranty. The products must be verified by the Customer to their delivery, and any complaint, reserve or dispute relating to the missing and apparent defects, must be made in writing in the delivery slip. In case of visible defects, defective products are replaced by us, subject to verification of alleged defects. The Customer must provide any justification for the reality of the defects noted, the supplier reserving the right to proceed, directly or indirectly, to any observation and verification on site. The denunciation of existing defects at the time of delivery, and revealed after receipt of the products, must be formulated by the customer in writing within 24 hours of the date on which he will have discovered the lack of conformity. No denunciation will be taken into account if it occurs more than 24 hours from the delivery of the products. No non-conformity action can be initiated by the customer more than 48 hours after the delivery of the products. It is expressly agreed by the acceptance by the Customer of these General Conditions of Sale that after the expiration of this period, the Customer may not invoke the non-compliance of the products, nor oppose the latter in demand to defend himself during an action in collection of claims initiated by the supplier. In the absence of compliance with these conditions, the supplier's responsibility vis-à-vis the customer, at the rate of a hidden defect, cannot be questioned. The defects and deterioration of the products delivered resulting from abnormal storage and/or conservation conditions at the customer, in particular in the event of an accident of any kind whatsoever, will not be able to open the guarantee due by the supplier. Under the guarantee of hidden defects, the supplier will only be required from replacement at no cost, defective goods, without the customer being able to obtain damages, for any reason whatsoever. The supplier guarantees its products against hidden defects, in accordance with law, uses, case law, and under the following conditions:

-The warranty only applies to the products which have regularly become the property of the buyer;

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

-It is excluded as soon as we have used our products under conditions of use or unpreted performance.

The supplier's warranty only concerns hidden defects. Our customers being professionals, the hidden defect means a lack of realization of the product making it unfit for its use and not likely to be detected by the buyer before its use.

Article 9 - force majeure

Are considered as force majeure or fortuitous cases, the independent events of the will of the parties, which they could not reasonably be required to predict, and which they could not reasonably avoid or overcome, insofar as their occurrence makes it completely impossible to execute obligations. In particular are assimilated to cases of force majeure or fortuitous discharging the supplier of his obligation to deliver within the initially provided for: strikes of all or part of the person's staff or his usual transporters, fire, flood, war, production stops due to fortuitous breakdowns, the impossibility of being supplied in raw materials, epidemies Dégel, road dams, strike or supply of electricity or gas supply, or supply break for an unattractable cause to the supplier, as well as any other cause of supply breaking which would not be attributable to other suppliers. In such circumstances, the supplier will notify the Customer in writing, in particular by fax or email, within 24 hours of the date of events, the contract binding the supplier and the Customer being automatically suspended without compensation, from the date of occurrence of the event. If the event had to last more than thirty (30) days from the date of its occurrence, the sales contract concluded by the supplier and its customer may be terminated by the most diligent party, without any of the parties being able to claim the granting of damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing said sales contract.

Article 10 Disputes - Assignment of jurisdiction

The election of domicile is made by the supplier, at its registered office (Montjean). Any dispute about the application of these general conditions of sale and their interpretation, their execution and the sales contracts concluded by the supplier, or the payment of the price, must be the subject of prior mediation conducted in good faith by the parties. In the absence of an amicable agreement within 60 days, the most diligent party may seize the Commercial Court of Angers, regardless of the location of the order, delivery, and payment and the method of payment, and even in the event of a warranty or plurality of defendants. The allocation of competence is general and applies, whether it is a main request, an incidental request, an action on the merits or a summary proceedings. In addition, in the event of legal action or any other action in recovery of claims by the supplier, summons, justice costs, as well as the fees of lawyer and bailiff, and all the additional costs will be borne by the faulty customer, as well as the costs linked or arising from the non-compliance by the customer of the conditions of payment or delivery of the order considered.

Article 11 - Compromitory clause for international contracts

International disputes or disputes that would occur after this contract will be resolved by arbitration in accordance with the settlement of the arbitral chamber near the Strasbourg stock exchange to which the parties declare to join.

ARTICLE 12 - REVOIDATION

The fact for the supplier not to take advantage of any of the clauses of these clauses may not be given a given time to renounce themselves later of these same clauses.

Article 13 - Applicable law

Any question relating to these general conditions of sale as well as to the sales they govern, which would not be dealt with by these contractual stipulations, will be governed by French law to the exclusion of any other right, and in addition, by the Vienna Convention on the international sale of goods.

Article 14 - Acceptance of the buyer

These general conditions of sale as well as the attached prices and scales are expressly approved and accepted by the buyer, who declares and acknowledges having a perfect knowledge of it, and therefore renounces to take advantage of any contradictory document and, in particular, of his own general conditions of purchase. The fact that if necessary, the usual exchanges between the supplier and the buyer take place completely or partially in a language different from the French language, cannot in any case be considered as a waiver of the application of these general conditions of sale or any of its stipulations.