GENERAL TERMS AND CONDITIONS OF SALE VINTAGE & CIE
I. SCOPE OF APPLICATION
These general terms and conditions of sale ("GTC") apply automatically to all sales of goods offered for sale by Vintage & Cie, a simplified joint stock company with a capital of 1,042,500 euros registered in the Paris Trade and Companies Register under number 592 0 64 026 and having its registered office at 199 rue du faubourg saint honoré 75008 Paris (hereafter referred to as the "Seller"). The sale is deemed concluded on the date of acceptance of the order by the Seller. Prior to this date, the present conditions of sale were made available to the Buyer, as referred to in article L. 441-1 of the French Commercial Code. Any order implies unreserved acceptance of these GTC which prevail over all other conditions, except those that have been expressly accepted by the Seller.
Vintage & Cie reserves the right to modify these terms and conditions at any time.
II. OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATION
All offers made by Vintage & Cie, are subject to availability of goods
Any order, to be validly taken into account, must be placed in writing via an order form made available to the Buyer by the Seller, or communicated by fax or e-mail to the following address firstname.lastname@example.org. All purchase orders issued by the Buyer shall specify at least the type and quantity of goods requested, the applicable unit prices, the desired place and dates of delivery.
The Seller is not obliged to fulfil any order for a quantity of less than 6 (six) bottles, or for an amount of less than 1,000 (one thousand) euros.
The acceptance of the order by the Seller results from the establishment and the sending of the invoice. It implies the prior cash payment of the Buyer.
III. PRICES AND TERMS OF PAYMENT
Except for specific conditions of sale, the prices of the products sold are those appearing in the price catalogue distributed directly to the Buyer before the order. These prices are, at this date, firm and definitive except for obvious errors in the list published. All prices are quoted in legal tender exclusive of taxes, impositions and other charges, including, but not limited to, taxes or similar charges imposed by any governmental authority.
Unless expressly stated otherwise in Vintage & Cie's order confirmation, payment for the goods is made ex works, without any set-off or deduction.
Terms of payment - Unless other terms are expressly provided for in the special conditions, the sale price is payable either in cash upon receipt of the invoice, or within five (5) days of the invoice being issued. Payments can be made by bank transfer or via secure payment links provided by the Seller. In the case of payment by international bank transfer, the Buyer must instruct his bank to make the transfer in "OUR" charges and not in "SHARE" charges. Under no circumstances may payments due to the Seller be suspended or reduced or offset in any way without the written consent of the Seller.
If the Buyer fails to pay any invoice within five (5) calendar days of the due date for payment, Vintage & Co. may suspend delivery of any outstanding purchase order or balance until full payment has been made. In addition, Vintage & Cie may charge the Buyer penalties from the due date to the payment date at a rate of 10% per month. Late payment penalties are payable without the need for a reminder. Pursuant to Article D. 441-5 of the French Commercial Code, in the event of late payment, the debtor shall automatically owe the creditor, in addition to the late payment penalties already provided for by law, a fixed indemnity for collection costs of 40 euros.
Any payment made to the Seller shall be set off against the amounts due from whatever cause, beginning with those due earliest.
In the event of non-payment of the price on the due date, the Seller may automatically terminate the sale, ten (10) calendar days after a formal notice has remained without effect, without prejudice to any damages that may be claimed by the Seller. In this case, Vintage & Cie reserves the right to charge the Buyer for all costs, including - but not limited to - overdraft costs, loss of profit, shipping and insurance costs and interest (10% per month).
The Buyer shall submit, upon request by the Seller, financial information concerning the Buyer (balance sheets, etc...) and enabling the terms of payment granted to the Buyer to be established or maintained. Upon receipt, the Seller reserves the right to modify without prior notice the terms of payment granted to the buyer.
IV. RESERVATION OF OWNERSHIP
The products are sold under reservation of ownership. The Seller retains ownership of the products until full and effective payment of the price by the Buyer.
In the event of non-payment on the due date, the Seller may reclaim the products and terminate the sale, as specified above.
Checks and bills of exchange shall not be considered as payments until they have been effectively cashed. Until this date, the retention of title clause shall remain in full force.
These provisions do not prevent the transfer, upon delivery, of the risks of the products sold.
The Buyer undertakes not to transform or incorporate the said products, nor to resell them or offer them for resale or pledge them, until the price has been paid in full, under penalty of immediate reclamation of the products by the Seller.
V. TERMS OF DELIVERY
Unless expressly stated otherwise in Vintage & Cie's order confirmation, all deliveries of goods will be ex works in accordance with Incoterms 2020. The risk of the goods ordered shall be borne by the Buyer from the time of delivery.
The delivery time is given as an indication and without guarantee. However, the Buyer who has not been delivered on the given indicative date may cancel all or part of his order ten (10) days after a formal notice that has remained unfruitful. In addition, the period indicated is automatically suspended by any event beyond the control of the Seller and resulting in a delay in delivery. In any case, delivery within the time limit can only take place if the Buyer is up to date with all his obligations towards the Seller. The costs and risks associated with the delivery of the products are the exclusive responsibility of the Buyer. From the moment of delivery, the risk of the products is transferred to the Buyer.
Vintage & Cie reserves the right to make deliveries in instalments.
VI. TERMS OF DELIVERY
Outside the EU, it is the Buyer's responsibility to ensure that all import licenses due (if any) are obtained prior to shipment of the goods, and that all sales taxes and import duties are paid on arrival or as otherwise agreed between the Buyer or its agent and the relevant authorities in the country of destination.
VII. RECEIPT OF PRODUCTS
All goods purchased from Vintage & Cie must be inspected on arrival by the receiving party, whether it is the Buyer, agent or any other party, and any discrepancies must be indicated on the delivery note and notified separately in writing to Vintage & Cie within five (5) working days of delivery of the goods.
Otherwise, the Buyer or any other recipient party shall be deemed to have accepted the goods delivered.
If no complaint or reservation is made by the Buyer on the day of receipt of the products, the said products may not be taken back or exchanged, in application of the provisions of Article 1642 of the French Civil Code.
Non-delivery of goods must also be notified to the Seller in writing within five (5) working days of the stated delivery date.
Vintage & Cie cannot accept claims if these conditions are not met.
VIII. PRODUCT QUALITY
Although Vintage & Cie will do its utmost to ensure that the wines and spirits in its possession are well preserved, it cannot be held responsible for the condition of the wines and spirits. For old bottles, Vintage will have to provide photos attesting to the level of the bottles and the condition of the labels and/or corks.
As Vintage & Cie is not a producer, it cannot guarantee the Buyer against possible defects in the wine/spirits due to imperfect bottling (corking) or abnormal ageing that compromises the quality of the wine/spirits itself, regardless of the price.
IX. AUTHENTIOCITY OF THE PRODUCTS
The products are purchased by Vintage & Cie from strictly selected and recognized suppliers.
However, if there is the slightest doubt about the authenticity or the presumed counterfeit of the product, the Buyer must write to the Seller without delay - without opening the bottle or altering the product (label, cap, case...) - providing a clear and unequivocal element attesting to his doubts.
No claim will be taken into account by the Seller if the product has been opened or if it is demonstrated that the latter has not been the subject of the required precautions (storage at the right temperature, protected from light and humidity in particular but not exclusively).
X. LIMITATION OF LIABILITY
Vintage and Cie cannot be held responsible in case of non-execution of the contract, in case of stock shortage or unavailability of the product, in case of force majeure and, in particular but not limited to, in case of total or partial strike, flood, fire or other natural disasters, epidemic or pandemic, administrative or judicial decision impacting the activity of the Seller, and in a general way all events that do not allow for the good execution of the order.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these General Terms and Conditions of Business or to the sales contracts concluded between Vintage & Cie and the Buyer.
No waiver of any provision of these GTC shall constitute a waiver of any other provision or of the same provision on any other occasion. The failure of either party to enforce any provision of these GTC shall not constitute a waiver of that or any other provision of these GTC.
If any provision of these GTC found by a court of competent jurisdiction to be illegal, invalid or unenforceable, all other terms and conditions of these GTC shall remain in full force and effect and shall be construed in accordance with the amended provision.
The present general conditions of sale are governed by French law. Any dispute relating to the interpretation and execution of sales of products will be under the exclusive jurisdiction of the Commercial Court of Paris, France.