Terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE of « DOMAINE du PEGAU EARL » - FRANCE & EXPORT

DOMAINE du PEGAU EARL, 15 Avenue IMPERIALE, 84230 Châteauneuf-du-Pape, France Hereinafter referred to as DOMAINE du PEGAU

All our sales are subject to these General Terms and Conditions of Sale, which form an integral part of our offers. They take precedence over any conditions of purchase, unless we expressly waive them. All
Ordering implies acceptance of the General Sales Conditions defined below. Acceptance of our proposals automatically implies acceptance of these conditions. They may be supplemented by special conditions specific to an order. In the event of contradiction between the present and the special conditions, the latter shall prevail for the point(s) in dispute.

ARTICLE I - OFFER

Quotations issued by the DOMAINE du PEGAU EARL are valid for 3 months from the date of issue, subject to availability. After this period, they may be modified by DOMAINE du PEGAU EARL, depending on economic conditions. Any quotation drawn up by the DOMAINE du PEGAU EARL constitutes the special conditions which modify and/or complete the present General Sales Conditions. The estimate established by the DOMAINE du PEGAU EARL has the value of an offer.

Any modification of our offer by the addressee concerning qualities, prices, deadlines, method of payment and/or delivery constitutes a counter-offer within the meaning of article 19 of the Vienna Convention of April 11, 1980, which must be expressly approved by us. Our offers are «ex-works» (Incoterm 2000), unless expressly stated otherwise on our offers.

ARTICLE II - ORDERING

In the case of an order received from the Buyer, the contract will only be validly formed after written confirmation of the order by DOMAINE DU PEGAU EARL . The Buyer's order must be signed and include either the specific provisions described when the quotation was drawn up, subject to the period of validity of the said quotation, or the conditions of the DOMAINE DU PEGAU EARL price list in force on the date of the order.

Any modification made by the DOMAINE du PEGAU EARL to the terms of the Buyer's order constitutes a new offer. No subsequent modification or cancellation is possible without the express written agreement of DOMAINE du PEGAU EARL.

In all cases, DOMAINE du PEGAU EARL reserves the right to invoice the full amount of the order. The DOMAINE du PEGAU EARL expressly informs the Buyer that it is his responsibility to verify the conformity of the products, both qualitatively and quantitatively, to the requirements of his customers.

ARTICLE III - PRICES

III - I/ PRICING :

Unless otherwise specified :
- Prices are established exclusive of tax and include: the supply of products, fixed costs and the operating costs of DOMAINE du PEGAU EARL.

- Export sales: our prices are ex-cellar France («Ex-Works» as per INCOTERMS 2000 of the International Chamber of Commerce) - Not included: Customs duties, charges relating to transport, loading and unloading, carriage by container or other means of storage to the port of destination, import duties and taxes, customs duties and all indirect charges in force at the time of sale, and all miscellaneous charges of any kind whatsoever payable outside France are excluded ; except in the case of special arrangements which have been the subject of a specific proposal quantified by DOMAINE DU PEGAU EARL and duly accepted by both parties in writing in addition to the initial order.

- Prices and currency are quoted in Euros (€).
Invoices are subject to VAT at the rate in force at the time of invoicing. Products intended for export are exempt from VAT pursuant to article 262 ter of the French General Tax Code (CGI).

III - II/ PRICE REVISION :

The unit prices of the products have been calculated by integrating the parameters relating to both economic conditions and labor legislation in force at the time the proposal was drawn up. Any significant change in economic data and/or legislation, taxes and duties, relating to the export of food products, wine products and transport, will de facto imply a re-evaluation of the unit prices of the order or of the current price list on the day of the effective implementation of these new parameters, whether economic or legislative. In any case, prices will be revised on January 1st of each year.

III - III/ TERMS OF PAYMENT :

1) Unless otherwise agreed, invoices are presented before or upon dispatch of goods, as agreed between the parties. Invoices are payable in France no later than 45 days from the end of the month following their date of issue, or 45 days from the date of issue of the invoice, by bank transfer, bank cheque (in accordance with the French Law n°2008-776 de Modernisation de l'Economie of 04/08/2008), Terminal VAD (Vente à Distance) or
Credit card (CB, Carte de Credit or other).

2) In the event of non-payment on any one of the due dates, the other due dates shall become immediately payable, even if they have given rise to the issue of a bill of exchange. In addition, as a penalty clause and in application of the LME law of August 4, 2008, the Buyer will automatically be liable to pay a penalty for late payment, calculated by applying to all outstanding sums the interest rate applied by the ECB plus 10 points (or three times the legal interest rate). In all cases, failure to pay any of the invoices by the due date, understood as a serious breach of the Buyer's obligations, will entitle DOMAINE du PEGAU EARL to immediately suspend all planned deliveries, and to demand, in the event of contentious recovery, compensation by way of damages, in accordance with the terms of article 1152 of the French Civil Code.

3) All sums paid from acceptance of these General Terms and Conditions of Sale until expiry of the period specified in the preceding paragraph shall be considered as deposits and shall not carry the right to credit.

4) Special case: in the case of foreign sales (export), where the distances involved in transporting the goods increase delivery times, we grant payment terms that can be extended up to a maximum of 120 days. This will be negotiated on a case-by-case basis and confirmed in writing by both parties.

ARTICLE IV - OBLIGATIONS

IV - I/ OBLIGATIONS OF THE DOMAINE du PEGAU EARL :

- Supply of products in accordance with the order.

- The placing of back labels on products and packaging at the express request of the buyer and accepted by the DOMAINE du PEGAU EARL.

IV - II/ BUYER'S OBLIGATIONS :

- Timely supply of back labels to be affixed to products and packaging as agreed between the parties.

- Taking charge of the goods and paying import duties and taxes within 48 hours of arrival at the port of destination.

- Samples for tasting may not be sold.

- Storage of products prior to distribution, under optimum quality conditions.

ARTICLE V - DELIVERY

V - I/ DEADLINES :

The delivery times to be taken into account are exclusively those indicated on DOMAINE du PEGAU EARL order confirmations or by acceptance of the latter, the delivery or collection date must be precisely indicated on the order. Unless expressly agreed otherwise, delivery times are given as an indication only and are not binding; exceeding them does not give the Buyer the right to cancel the sale or refuse the products. They may not give rise to withholding, compensation, penalties or damages, and the Buyer expressly waives the right to invoke the provisions of article 1611 of the French Civil Code.

The Buyer is bound by the delivery date. If the delivery date is delayed due to the will of the Buyer and the DOMAINE du PEGAU EARL agrees, the products will be stored and handled at the expense and risk of the Buyer without liability for the DOMAINE du PEGAU EARL.

These provisions do not constitute any novation to the sales contract: the Buyer remains bound by his payment obligation. For export: Delivery is made in packaging suitable for the means of transport and the climate of the country concerned, guaranteeing adequate protection of the goods during transport and until delivery, in accordance with national or international regulations concerning packaging and marking of the products concerned.

It is the Buyer's responsibility to inform Le DOMAINE du PEGAU EARL at the time of ordering of the regulatory provisions of his country and of any specific packaging and/or marking he may require. Should the marking or additional packaging requested entail additional costs, this sum will be invoiced in addition to the price fixed in our offers.

V-II / RESPONSIBILITIES :

Even if “carriage free” is granted for certain sales in France, products delivered by us or by a third party always travel at the Buyer's risk. In the event of apparent defects or shortages, it is the Buyer's responsibility to make all necessary observations, to check shipments on arrival and, if necessary, to take recourse against the carriers, who are solely responsible.

V - III/ IMPOSSIBILITIES DUE TO THE BUYER :

Refusal to take delivery, if it results from an impossibility originating from the Buyer, his employees, his agents or his subcontractors, can only be accepted by Le DOMAINE du PEGAU EARL in relation to its own commitments. In all cases, Le DOMAINE du PEGAU EARL will be entitled to invoice the Buyer for any costs and/or indemnities incurred by it as a result of its commitments to producers.

V - IV / OTHER :

The DOMAINE du PEGAU EARL informs the Buyer that sales are conditioned by the availability of products from the producers. Consequently, the non-availability of products from the producer, or the exhaustion of stocks, are grounds for partial cancellation of the order.

ARTICLE VI - LIABILITY AND WARRANTY

The DOMAINE du PEGAU EARL cannot be held responsible for problems occurring after loading of the goods during collection and not directly of its making. As the quality of a wine depends partly on subjective elements, by placing an order with us, our customers are assumed to have a good knowledge of our wines and of wines in general.

The Buyer expressly renounces the benefit of article 1587 of the French Civil Code and accepts any deviation within the limits of the analytical standards of the selected wine, our commitment being limited to the delivery of wines of fair and merchantable quality. In the event of error, hidden defect or recognized defect, our guarantee consists of the pure and simple exchange of the non-conforming wines or their reimbursement against return at our expense. Any notion of compensation for commercial or financial loss is excluded, so that under no circumstances can our customers claim compensation for any cause whatsoever, such as loss of use, commercial disturbance, etc., without ignoring the stipulations of the law of May 14, 1998 on liability for defective products (transposition of the EC Directive of July 25, 1985).

ARTICLE VII - INSURANCE

Products are always transported at the expense, risk and peril of the Buyer, who is responsible for taking out all necessary insurance to guarantee them against any damage that may occur during transport, unless otherwise agreed in advance and duly stipulated in writing by Le DOMAINE du PEGAU EARL.

The DOMAINE du PEGAU EARL declares that it is insured for all damage occurring to the goods up to the day of loading of the goods at the time of collection, the date shown on the order. With regard to the conditions listed in article IX, the Buyer declares that it is insured by a solvent company for all damage resulting from its liability after loading.

ARTICLE VIII - DISPUTES

The Buyer is responsible for ensuring the conformity of the wines on the day of delivery/delivery, as the case may be. The absence of the Buyer on that day entails the approval provided for in article VI. Any dispute concerning the nature or quality of the goods must be notified to Le DOMAINE du PEGAU EARL by registered letter, within 48 hours of receipt of the goods and the discovery of the facts, omissions and shortcomings which justify this dispute, failing which it cannot be taken into consideration.

The Buyer must keep the wines which are the subject of the complaint available to Le DOMAINE du PEGAU EARL on its premises under normal wine storage conditions. At the first requisition of Le DOMAINE du PEGAU EARL, he will proceed to their return and, in the event of persistent disagreement, he will be required to produce in support of his claim a challenge established by an expert oenologist approved by the Courts, appointed at his own expense, Le DOMAINE du PEGAU EARL reserving any right to counter expertise, even judicial. No return will be accepted without the prior agreement of Le DOMAINE du PEGAU EARL.

ARTICLE IX - AUTOMATIC TERMINATION

In the event of non-performance by the Buyer of one of its essential obligations, the contract will be terminated ipso jure in favor of Le DOMAINE du PEGAU EARL without prejudice to any damages that may be claimed by the defaulting party. Termination will take effect 15 days after a formal notice has been sent by registered letter with acknowledgement of receipt, even if this has remained unsuccessful.

ARTICLE X - RETENTION OF TITLE CLAUSE - TRANSFER OF RISK AND OWNERSHIP

LE DOMAINE DU PEGAU EARL retains ownership of the goods sold until effective payment of the full price in principal and accessories, including all penalties and interest possibly due to Le DOMAINE du PEGAU EARL.

For the purposes of this clause, the delivery of a document creating an obligation to pay (draft or other) does not constitute payment. Failure to pay on any of the due dates may result in reclamation of the goods.

These provisions do not preclude the transfer to the Buyer, upon collection, of the risks of loss and deterioration of the goods sold, as well as any damage they may cause.
For all sales abroad (Export), the transfer to the Buyer of the risks of loss or damage likely to affect the products sold or to be caused by the said products, will take place in accordance with the above-mentioned INCOTERMS 2000 - «Ex-Works» (Ex-Cellars). The Buyer is therefore obliged to insure the products as soon as the transfer of risk has been effected in his favour. The Buyer must also store the products separately so that they can be identified in the event of inspection or recovery by Le DOMAINE du PEGAU EARL. Any products resold by the Buyer must be done so on behalf of Le DOMAINE du PEGAU EARL, and any claims arising from this resale will belong to the latter.

ARTICLE XI - FORCE MAJEURE

If, as a result of unforeseen circumstances or force majeure, Le DOMAINE du PEGAU EARL is obliged to interrupt its deliveries, performance of the present contract will be suspended by operation of law for the time necessary, without indemnity or damages in accordance with article 1148 of the French Civil Code. Any event corresponding to the legal definition of force majeure or act of God will be considered as such; In particular, the following are considered to be cases of force majeure under the present General Terms and Conditions of Sale, without this list being limitative: war or concerted action by the producers' or subcontractors' personnel, riots, epidemics, acts of terrorism, total or partial interruption or slowdown of transport, shortage of raw materials, impediments resulting from official provisions concerning imports, exchange rates or internal economic regulations, incidents and accidents and all causes leading to unemployment of all or part of the producers' personnel. Force majeure does not suspend payment for goods already delivered. Force majeure excludes the debtor from all late payment penalties and other damages.

ARTICLE XII - DISPUTES

The sales contract is governed by French law. In the absence of amicable agreement, the parties agree that any dispute arising from the interpretation or execution of an order under the present Conditions shall fall within the exclusive jurisdiction of the Commercial Court of the registered office of Le DOMAINE du PEGAU EARL. The latter reserves the right to make the entry into force of the sales contract subject to any administrative or financial conditions it deems necessary.

ARTICLE XIII - EFFECTIVE DATE

Unless otherwise stipulated, the contract comes into force on the date of receipt of the written acceptance referred to in Article II. However, the entry into force of the contract may be subject to the necessary administrative authorizations being obtained, to the payment of a deposit at the time of order, to the provision of a contractual guarantee (bank guarantee, opening of a documentary credit, etc.) or cumulatively to several of these conditions.

ARTICLE XIV - FINAL PROVISIONS

These General Terms and Conditions of Sale may only be modified with the written agreement of both parties. They shall be deemed to have been approved by the Buyer if it does not contest them in writing in accordance with the procedure described in the preamble to these General Terms and Conditions of Sale. These General Sales Conditions are written in French, English and Chinese. In the event of a dispute concerning the General Terms and Conditions of Sale drawn up in English and Chinese, the General Terms and Conditions of Sale drawn up in French shall prevail.