OENEO BOUCHAGE

GENERAL SALES TERMS

Article 1: ORDERS – COMMITMENTS – CONFIRMATION

1. Order

Orders must be placed exclusively in writing and involve, ipso jure, the acceptance of the present general terms by the purchaser, notwithstanding any provisions to the contrary appearing in any document from the purchaser, in particular the general purchasing terms of the purchaser, irrespective of the time at which such conditions may have been remitted to the company OENEO BOUCHAGE.

Any order, given its specificity, commits only the purchaser. The benefit thereof may not be transferred to a third party without the explicit prior approval of the company OENEO BOUCHAGE.

Any modification or withdrawal of an order requested by the purchaser will be taken into consideration only if it is made in writing and sent to the vendor at least fifteen days prior to shipment of the products. Should the company not accept the modification or withdrawal, the deposits made may be refunded only as a counter-value in goods (the reference value being that of the date of the order).

2. Order confirmation

The vendor is bound by the orders placed only once such orders have been explicitly accepted.

Product presentation catalogues must be considered as offers for guidance only. To meet with any and all technical requirements and developments, and with user needs, the vendor may modify its products at any time, without the delivered orders or orders in hand being, for all that, called into question.

Upon request, specific services may be provided for the purchaser. In such cases, the purchaser must make his request in writing only. The company will be bound only once the purchaser has signed, with the company, the special terms pertaining to each service.

Article II : DELIVERY

1. Delivery – Transfer of risks

Terms pertaining to delivery and to transfer of risks are determined in compliance with the Incoterm agreed upon by the parties. Should the parties fail to agree on an Incoterm, the provisions stipulated hereinafter shall apply.

Delivery corresponds to the transfer of material custody of the products, from the vendor to the purchaser. It is performed either by direct remittal of the goods to the purchaser, or by their remittal to a shipper or transport company. In any event, delivery takes place in the warehouses or stores of the vendor.

Transfer of risks pertaining to the products occurs at the place and date of their delivery. The result, in particular, is that the said products travel at the risk of the purchaser.

2. Compliance

The purchaser must verify the compliance, both in terms of quality and in terms of quantity, of the product delivered against the product ordered or the shipment note.

Any objections must be raised in writing, on the delivery note delivered with the goods. Such objections must be sent to the vendor, by registered letter with acknowledgement of receipt, at the latest within 3 days following delivery. The purchaser must provide any and all evidence of the defects or discrepancies observed.

He must make it possible for the vendor to observe the said defects. He shall refrain from intervening himself or from having a third party intervene to correct any such defects.

3. Acceptance

Should there be no objections within the above-mentioned time frame of 3 days, the goods will be deemed to have been accepted and the apparent defects cleared (as understood by articles 1602 et seq. of the French Civil Code), precluding any and all subsequent recourse.

4. Returns

Any returning of goods requires a formal agreement between the vendor and the purchaser. Any taking-back of goods accepted by the vendor will give rise either to  replacement of the goods, or to steps to ensure their compliance, or to the drafting of a credit note in favour of the purchaser. No returns will be accepted after a period of thirty (30) days following the delivery date.

5. Transport

The product transport conditions are determined in compliance with the Incoterm agreed upon between the parties. Should the parties fail to agree on an Incoterm, the provisions of article II.1 of the present general sales terms shall apply.

5.1 – Lead times

The forwarding times are confirmed by Acknowledgement of Receipt of the Order, and may be extended in the event of order modifications or of a case of force majeure. Not meeting deadlines may not justify the cancellation of orders in hand, or give rise to damages. The purchaser will be informed of such extensions. If, however, fifteen (15) days after the delivery date mentioned on the Order receipt form (one month in the event of maritime transportation), the product has still not been delivered, for any reason other than a case of force majeure, the sale may be cancelled upon the request of either party. The purchaser may then have his deposit refunded to him, to the exclusion of any damages.

In any event, delivery within the scheduled deadlines can take place only if the purchaser is up to date with the payments owed to the vendor, arising, in particular, from previous orders.

5.2 – Damage, missing quantities

The purchaser must check the goods upon receipt, and, in the event of any damage or missing quantities, make any objections to the forwarding agent, on the delivery note (or waybill) provided by the latter. The grounds for the said objection must be stipulated, and the objection must be made within three days (not including bank holidays) following receipt of the goods, by extrajudicial deed or registered letter with acknowledgement of receipt, in compliance with article L 133-3 of the French Commercial Code.

Article III: PRICE – PAYMENT

1. Price

The terms pertaining to the price of the products transported are determined depending on the Incoterm agreed upon by the parties. The agreed Incoterm will be stipulated on the invoice. Should the parties fail to agree on the Incoterm, the provisions hereinafter shall apply. The applicable sales prices are those indicated on the price list in force as of the date on which the order is placed.

Prices are expressed net, including packaging, except for special packaging subject to additional taxes, or unless the contrary is stipulated. Any taxes, dues or other amounts to be paid by virtue of French regulations, or of the regulations of an import or transit country, will be for the account of the purchaser.

2. Payment

If there is no specific contract, invoices are to be paid within 60 days, by accepted drafts, unless:

  • the purchaser pays cash (on the invoice date), in which case he will be granted a 0.4% discount
  • the invoice amount is lower than eight hundred (800) Euros; in that case, the invoice must be paid by cheque immediately following receipt.

3. Delayed payment or failure to pay

Should even a single draft or invoice not be paid by its due date:

  • all the amounts owed to the vendor shall be immediately payable, even those which have not yet reached their due date
  • a penalty equal to 1.5 times the legal interest rate shall apply, in compliance with article L 441-6 of the French Commercial Code.

Should payment still not have been performed 8 days after a summons to pay, the sale may be terminated, ipso jure, by the vendor. The goods must be immediately returned.

Article IV: RESERVATION OF TITLE

All the products are sold subject to reservation of title. Consequently, transfer of title is postponed to full payment of the price by the purchaser. The risks pertaining to the goods, however, are borne by the purchaser as soon as the said goods are delivered  by the vendor. The price is understood to be the principal amount invoiced plus any such expenses and interest as may apply. Should the purchaser fail to pay within the agreed deadline, he shall return the unpaid goods to the vendor. Should the said goods no longer be identifiable, the vendor may make a claim for goods of the same type on the premises of the purchaser.

As compensation, the vendor will keep all the amounts already paid by the purchaser.

Article V: GENERAL CONDITIONS FOR USE OF CLOSURES

The following general conditions shall apply to the use of all our traditional, technical and technological closures, irrespective of their quality and size, for the purpose of closing bottles containing still wine, sparkling wine, beer or spirits.

1. Storage

  • Closures must be stored in their original bags or cartons.
  • Closures are delivered ready for use, except if instructions to the contrary appear on the order form. They must not undergo any preparation prior to their use.
  • Cartons containing closures must be stored in clean, dry, and well-ventilated premises (relative air humidity ranging from 40% to 65%), and at a temperature ranging from 15° to 25°C.
  • Users are specifically asked to avoid any pollution due to liquid discharge, chemicals (pesticides, hydrocarbon,….) or odorous substances, and to ensure the absence of any chorophenol- or bromophenol-based antifungal treatment on the wood of pallets and frames, and in the cellars.
  • Closures must be used within a maximum time frame of 3 months following delivery.

2. Implementation

At the time of delivery, the purchaser acknowledges that he is aware of the conditions for use and storage recommended by OENEO BOUCHAGE, and undertakes to comply therewith. The said conditions apply to all the products making up the Oeneo Bouchage product line, irrespective of their quality and dimensions. Any failure to observe the said conditions will give rise to an exclusion from the guarantee provided hereinafter.

3. Recommendations

A professional purchaser is solely responsible for the choice of product ordered from OENEO BOUCHAGE and, in particular, for the suitability of the said product with respect to the quality of the wine and its cellaring time.

The evolution of the wine (measured by tasting) cannot under any circumstances be guaranteed, given that it relies on the knowledge of practices, on the skill and on the winemaking choices of the customer. The decision pertaining to the suitability of the product lies with the purchaser. With respect thereto, OENEO BOUCHAGE recommends that purchasers, winemakers and bottlers undertake testing so as to ascertain whether the closures are suitable for their intended use. OENEO BOUCHAGE cannot under any circumstances be held liable for consequential or incidental prejudice, in particular in the event of loss of an opportunity or loss of earnings. Apart from the guarantees described in article VI, OENEO BOUCHAGE does not provide any guarantee as to marketable quality or suitability for a specific use. The specific performance of each product is indicated in the technical characteristics provided to the purchaser prior to the sale.

Article VI: GUARANTEE

1 – OENEO BOUCHAGE guarantees its products in compliance with articles 1641 et seq. of the French Civil Code, pertaining to hidden defects. Deterioration and defects concerning products delivered owing, in particular, to abnormal use not complying with their intended purpose or to a product modification undertaken by the customer, do not fall within the scope of the guarantee. Similarly, the guarantee will not come into play in the event of apparent defects or of missing products delivered in compliance with articles II.2 and II.5.2 hereinabove.

By virtue of the hidden defects guarantee and of article 1643 and 1644 of the Civil Code, OENEO BOUCHAGE will be obliged only to refund or replace, free of charge, the products concerned, without the customer being entitled to claim damages, irrespective of the nature of the damage and of the claimed or established defect.

2 – OENEO BOUCHAGE may be held liable for defective products as understood by articles 1386-1 et seq. of the Civil Code. By virtue of the said liability, OENEO BOUCHAGE undertakes to compensate the damage suffered by its customer. By virtue of article 1386-15, however, OENEO BOUCHAGE disclaims any liability to its customers pertaining to property damage. This liability disclaimer does not preclude that provided for in articles 1386-11 et seq. of the same Code.

Article VII: JURISDICTION

For any and all disputes pertaining to the contract, the parties agree that the Commercial Court of Perpignan shall entertain sole jurisdiction, even in the event of the introduction of third parties or of several defendants.

Article VIII: APPLICABLE LAW

The present terms are governed by French law, as well as by the practices prevailing on the date of the order.