General conditions of sale export societe civile d'exploitation agricole Chateau La Marzelle

ARTICLE 1 - CONDITIONS OF APPLICATION

The purpose of these general conditions of sale is to define the terms of performance and the conditions under which sales are concluded between the Cave Coopérative SOCIETE CIVILE D'EXPLOITATION AGRICOLE CHATEAU LA MARZELLE, hereinafter referred to as "LA MARZELLE" and its CHR, caviste and wholesale customers. They constitute the sole basis for commercial negotiation, so that unless express written provisions to the contrary are granted by LA MARZELLE to its customers, its sales are always made under the conditions described below, which constitute the law of the parties and which prevail over any other document issued by the customer. Orders placed by customers imply their unreserved acceptance of these general terms and conditions of sale, which they acknowledge to be fully aware of and to accept in their entirety, as communicated to them, and of which they may request a new communication by simple written request. These general terms and conditions of sale apply in their entirety to all sales made after 1 January 2019 and supersede all previous provisions appearing in any LA MARZELLE document.

ARTICLE 2 - ORDER, RECEIPT AND ACCEPTANCE

Any order placed by a customer will only become final if not contested by LA MARZELLE within a maximum of five working days following its receipt. Each order must specify the nature, quantity and price of the products ordered and the desired delivery date. If the order is not contested within this period, it will be deemed to have been accepted and the sale will be deemed to have been definitively made, with the customer expressly waiving the provisions of article 1587 of the French Civil Code. Orders must be sent to LA MARZELLE by fax, post or e-mail and may be contested by LA MARZELLE by the same means. They must comply with LA MARZELLE's packaging, and no modification of the packaging or mixing of products within a package is possible without LA MARZELLE's express written agreement. LA MARZELLE reserves the right to reduce, split or refuse any order from the customer that is abnormal in terms of quantity or in the event that the customer is not covered for the full amount of the order by the credit insurance company used by LA MARZELLE, without this entitling the customer to any compensation or damages. Similarly, in view of the fact that the products sold by LA MARZELLE are, by their nature, limited in quantity, LA MARZELLE reserves the right to refuse the customer's order. LA MARZELLE reserves the right to reduce, split or refuse any customer order that is abnormal in terms of quantity or in the event that the customer is not covered for the full amount of the order by the credit insurance company used by LA MARZELLE, without this entitling the customer to any compensation or damages. Similarly, given that the products sold by LA MARZELLE are, by their nature, limited in quantity, LA MARZELLE reserves the right to reduce or refuse any order from the customer in the event of a stock shortage or the implementation of a necessary quota measure, without this giving the customer the right to any compensation or damages. Orders not contested by LA MARZELLE under the conditions set out above may not subsequently be modified, cancelled or postponed, unless expressly accepted in writing by LA MARZELLE. Given that the products sold by LA MARZELLE are, by their nature, limited in quantity, LA MARZELLE reserves the right, at any time, to delete or modify any of the products appearing in its catalogues or commercial documents, after giving the customer at least 1 month's notice in writing. This modification or deletion may not, under any circumstances, justify any compensation or damages to the customer.

ARTICLE 3 - DELIVERIES AND DELIVERY TIMES

The delivery times indicated on any document issued either by LA MARZELLE or by the customer apply to products made available to the customer in LA MARZELLE's cellars, regardless of the method of transport and payment for the transport of the products. Delivery times are 15 working days from the date of receipt of the order. Delivery is considered to have been made either by direct collection from the customer or by delivery of the products to LA MARZELLE's winery to a carrier appointed by the customer. LA MARZELLE's products are always transported at the customer's risk, and the customer has custody of and responsibility for them from the time of delivery, i.e. from the time the products are removed from LA MARZELLE's premises, regardless of the method of transport and the method of payment for the transport. The delivery times indicated on the customer's orders and on any contractual documents that may be issued by LA MARZELLE are given for information and guidance only, even if LA MARZELLE makes every effort to meet the delivery times indicated on the customer's undisputed orders. Any delay in delivery may under no circumstances constitute grounds for cancelling an order or refusing delivery and may only give rise to the payment by LA MARZELLE of compensation calculated on the basis of the real, direct and justified losses suffered by the customer as a result of the delay in delivery, which is capped at 0.2%, per working day of delay, of the amount of the order or the part of the order delivered late, to the exclusion of all other damages and interest, penalties for delay, compensation or costs. In the event of late delivery, the customer undertakes to make a written complaint to LA MARZELLE within five working days of the date on which delivery was due, accompanied, if he considers that he has suffered loss as a result of the late delivery, by all supporting documents as to the amount of the loss, so that LA MARZELLE can check that it is well-founded. If the rules set out in the previous paragraph are not complied with, no claim will be accepted by LA MARZELLE due to late delivery. In any event, the customer formally refrains from delaying the payment of sums due to LA MARZELLE or deducting from these sums costs, penalties or compensation for late delivery. In the event of shortage or damage in transit, the customer must take recourse against the carrier within the legal time limits and forms in accordance with the provisions of Articles L 133-3 and L 133-4 of the French Commercial Code and must state his reservations or claims on the delivery note.

ARTICLE 5 - RECEPTION, NON-CONFORMITY

Without prejudice to the measures to be taken by the customer with regard to the carrier as described in the previous article, the customer must imperatively check, upon receipt of the products, the number and conformity of the products in relation to the order. In the event of non-conformity or shortages in relation to the order, any claim relating to the products delivered will only be accepted by LA MARZELLE if it is made by registered letter with acknowledgement of receipt within five working days from the date of receipt of the products by the customer on its premises. After this period of five working days, the products will be deemed to comply with what had been ordered and no claim will be accepted by LA MARZELLE, which will be released from any liability for the non-conformity and number of products delivered. In the event of a complaint by the customer, the latter must provide all evidence as to the reality of the defects of conformity or shortages observed and, if he considers that he has suffered a loss, all evidence as to the amount of this loss, so that LA MARZELLE can check that it is well-founded. In the event of proven non-conformity or shortages, LA MARZELLE's liability is limited to the free replacement or reimbursement of the non-conforming products, the supply of additional products to make up for the shortages, and possibly the payment of compensation calculated on the basis of the actual losses, This compensation is capped at 0.5% of the value of the non-conforming products delivered or the missing products, to the exclusion of all other damages and interest, late payment penalties, indemnities or costs. Any complaint made by the customer under the conditions and according to the procedures described in this article does not suspend the customer's obligation to pay the sums due to LA MARZELLE, the customer formally refraining from delaying payment of these sums or deducting costs, penalties or compensation from them, due to non-conformities or missing products.

ARTICLE 6 - PRICES

The prices shown in the price lists, catalogues or any other document issued by LA MARZELLE are given for information only and without any guarantee of duration. The prices indicated by LA MARZELLE are exclusive of tax and any discount, for products packaged according to LA MARZELLE's standard packaging and made available at LA MARZELLE's premises. LA MARZELLE reserves the right to change the price of its products at any time, it being specified that in the event of a price change, the price applicable will be that in force on the date the order is received, provided that the order can be delivered within a maximum of two months from the date it is received. Failing this, the applicable price will be that in force on the date of delivery. In the event of a price change, LA MARZELLE undertakes to inform the customer in writing, giving at least one month's notice before the new price comes into effect. In addition, the price of products sold by LA MARZELLE will automatically increase in the event of an increase in the contributions and duties inherent in the products, such as in particular circulation and consumption duties and the eco-packaging contribution, the price increase then being equal to the increase in these contributions and duties and taking effect at the same time. The prices of products sold by LA MARZELLE may be subject to quantitative or qualitative price reductions, in accordance with the conditions specified in the price lists drawn up by LA MARZELLE. These price reductions are calculated on the price of the products excluding tax.

ARTICLE 7 - PAYMENT TERMS

Product delivery triggers invoicing. Payment for products ordered must be made by bank transfer or cheque to the address shown on the invoice. Payment for products sold by LA MARZELLE is made without discount, within 45 days of the end of the month or 60 days after the date of issue of the invoice, within the maximum cover granted to the customer by LA MARZELLE's credit insurance, it being specified that above this maximum, the price is payable without discount when the order is placed. In the event of payment within 15 days of the date of issue of the invoice, a discount of 0.2% will be granted to the customer. In the event of a risk of insolvency on the part of the customer, LA MARZELLE reserves the right, in order not to refuse the order addressed to it, to require payment guarantees, either prior to acceptance of the order, or prior to the date of delivery thereof. If the customer does not provide the requested payment guarantees, LA MARZELLE may, in the first case, refuse the order and, in the second case, suspend or cancel it. The customer undertakes not to set off any amounts owed to LA MARZELLE, a payment by set-off being considered as a default of payment, with all the resulting consequences.

ARTICLE 8 - DEFAULT IN PAYMENT

Non-payment within the meaning of these general terms and conditions of sale refers to any sum not collected by LA MARZELLE by the due date stipulated in the previous article. In the event of total or partial non-payment of the price on the due date resulting from the period stipulated in these general terms and conditions of sale and appearing on the invoice, the customer will automatically be liable for a late payment penalty equal to three times the legal interest rate in force on the due date for payment, and a fixed indemnity for collection costs of 40 euros. This penalty will be based on the total price not paid on the due date and will run until the date of full payment of the price in principal, costs and accessories and if LA MARZELLE can justify collection costs in excess of this fixed indemnity, they must be reimbursed in full by the customer. In the event of non-payment of a due date, any sum still owed by the customer to LA MARZELLE will become immediately payable and LA MARZELLE may automatically suspend the execution of all other orders in progress without the customer being able to claim any damages or compensation. In all cases, the customer must compensate LA MARZELLE for all damage suffered as a result of non-payment. Finally, failure to pay invoices on time will result in the loss of all price reductions not yet deducted and/or paid on the day the failure to pay is noted and the modification of payment deadlines, all invoices having to be paid in cash by the customer when the order is placed.

ARTICLE 9 - GUARANTEES AND LIABILITIES LA MARZELLE

makes every effort to market products that are beyond reproach in terms of both presentation and quality. In order to preserve all their qualities, LA MARZELLE recommends in particular that the customer transport the products or have them transported in closed vehicles so as to be protected from bad weather, sun and knocks and to store the products in premises allowing for good conservation and in particular in a cool place protected from light, sun, frost and rain and without sudden variations in temperature. LA MARZELLE may not be held liable in the event that the products sold have travelled or been stored in abnormal conditions or conditions incompatible with their nature and in particular in the event that the customer does not comply with the transport and storage conditions described above. LA MARZELLE guarantees its products against any defect or fault in accordance with articles 1641 et seq. of the French Civil Code. If the customer considers that the products delivered by LA MARZELLE are marred by defects or faults, the customer must notify LA MARZELLE without delay after their discovery, by registered letter with acknowledgement of receipt, specifying the defects or faults marring the products and providing all evidence as to the reality of these and, if the customer considers that he has suffered a loss, as to the amount of this loss, so that LA MARZELLE can verify the validity thereof. The customer must also allow LA MARZELLE to observe the alleged defects or faults. If, after examination by LA MARZELLE, it turns out that the products are indeed marred by defects or faults, LA MARZELLE will only undertake to replace them free of charge or, if replacement is impossible, to reimburse them, to the exclusion of all damages and interest, late penalties, compensation or costs.

ARTICLE 10 - PROPERTY RESERVATION CLAUSE

If the products sold are not paid for in full on delivery, LA MARZELLE reserves ownership of them until full payment of the price in principal, costs and corresponding accessories. In the event of non-payment of the price eight days after formal notice has been sent by registered letter with acknowledgement of receipt and has remained unsuccessful, the sale will be cancelled as of right, if LA MARZELLE sees fit, which may then request the return of the products without prejudice to any other damages, the customer undertaking to return them. The costs incurred by the return of the products will be borne by the customer, and the deposits paid will be retained by LA MARZELLE to cover its costs and compensate it for the damage suffered, subject to all its other rights or actions. The customer, who has custody of the products, undertakes to keep the products that have not been paid for in full in perfect condition, to inform LA MARZELLE of the place where they have been handed over, and to keep them at its disposal. The customer undertakes to allow the products to be identified and claimed at any time, it being specified that the products in stock with the customer are irrevocably deemed to be the unpaid products. In the event of seizure or any other intervention by a third party on the products, the customer must inform LA MARZELLE as soon as possible to enable it to oppose the seizure and preserve its rights. The customer undertakes not to pledge or assign as security the ownership of products not paid for in full and/or grant any right whatsoever over them to any third party whatsoever. The customer is authorised, as part of the normal running of his business, to resell the products delivered, it being specified that in this case LA MARZELLE may claim the price of the products from the sub-purchaser. In addition, in the event of resale of the products affected by the ownership reserve clause, the customer undertakes not to assign the claim held against his own customer except to LA MARZELLE and undertakes to assign this claim to LA MARZELLE, up to the limit of the sums owed to him, on simple written request on his part. The customer must insure the products against all risks with a solvent insurance company.

Article 11 - FORCE MAJEURE

La Marzelle may be released from all or part of its obligations without being entitled to claim damages if fortuitous events or force majeure prevent or delay the production or delivery of the products or some of their components. The following in particular are considered to be cases of force majeure: fires, floods, storms, serious accidents involving equipment or tools, mobilisation, war, transport interruptions, shortage of raw materials, changes to laws or regulations relating to the products sold, strikes, whether total or partial within LA MARZELLE or at its suppliers, exhaustion of product stock and more generally, any cause beyond the control of LA MARZELLE. In the event of a case of force majeure, LA MARZELLE undertakes to inform the customer in writing as soon as possible.

ARTICLE 12 - CUSTOMERS' COMPLIANCE WITH REGULATIONS

La Marzelle reserves the right to refuse orders or interrupt deliveries from customers who do not comply with all applicable laws and regulations with regard to the products sold.

ARTICLE 13 - JURISDICTION - APPLICABLE LAW

By express agreement between the parties, the courts of the place where LA MARZELLE's registered office is located shall have exclusive jurisdiction for any disputes or proceedings relating to the formation, the performance or interpretation of these general terms and conditions of sale and all sales of LA MARZELLE products, whether in the form of a main claim, a third party claim or forced intervention, summary proceedings and others, even in the event of multiple defendants. These general conditions of sale and all sales made by LA MARZELLE are subject exclusively to French law.