Terms and Conditions of Sale

Information only. This translation is provided for information only. The French version is the only legally binding version.

Preamble

These Terms and Conditions of Sale (the "Terms") apply to all sales of products made by AOC Sélection, a French SAS with share capital of 1,000 EUR, registered with the Libourne Trade and Companies Register under number 911 624 062, whose registered office is at 3352 route du milieu, 33330 Saint-Emilion, France (the "Seller"), to any professional buyer (the "Customer").

The shipping warehouse is located in Port-Sainte-Foy-et-Ponchapt (33220), France. All shipments depart from this address.

Orders may be placed through the trade area of the website aocselection.fr.

Any order placed with the Seller implies full and unconditional acceptance of these Terms, which prevail over any other document of the Customer, in particular any general terms and conditions of purchase, unless expressly agreed in writing and signed by the Seller. In accordance with articles 1125 et seq. of the French Civil Code, orders transmitted electronically have the same legal value as orders transmitted on paper.

Article 1 - Order and acceptance

Products are sold in the packaging formats defined. Any order placed by the Customer is definitively binding upon electronic validation or signature. Orders may be transmitted by post, email or via the online order form.

The Seller is only definitively bound after a period of forty-eight (48) hours following receipt of the order form. In the case of a first order, validation is subject to the prior transmission by the Customer of a K-bis excerpt and a bank identity statement (RIB).

The Seller reserves the right to refuse any order where the Customer's outstanding balance is deemed excessive, or in the event that cover is not available from the Seller's credit insurance (Groupama Assurance Crédit).

Article 2 - Order preparation

Orders are prepared on Europe pallets. Europe pallets remain the property of the Seller and operate on an exchange basis: the Customer gives the carrier, at each delivery, a number of Europe pallets equivalent to those delivered. Any pallet not returned to the carrier at the time of delivery will be invoiced to the Customer at a rate of fifteen euros (EUR 15) excl. VAT per pallet.

The indicative lead time for order preparation is one (1) week from validation. This lead time does not constitute a firm commitment of the Seller. In the event of a stock shortage, the Seller undertakes to inform the Customer of the restocking lead time or to propose a substitute product of equivalent characteristics, subject to the Customer's written acceptance.

Article 3 - Modification and cancellation

Once accepted by the Seller, no order may be cancelled or modified by the Customer except with the prior written consent of the Seller. In case of accepted cancellation, the Customer will bear all costs incurred, with a minimum flat fee of fifteen per cent (15%) of the amount of the order excl. VAT, as a cancellation indemnity. Any modification will extend the preparation lead time.

Article 4 - Prices

Prices shown on the general price list are ex works from the warehouse at Port-Sainte-Foy-et-Ponchapt (33220), in euros, excluding tax. VAT in force at the date of invoicing applies in addition. Carriage charges applicable to the Customer are shown on the order form corresponding to their geographical delivery zone. The Customer is informed of these charges and accepts them when placing the order.

Orders must be placed in multiples of six (6) bottles (full cases). Beyond the free-carriage threshold shown on the order form, the Customer benefits from free additional carriage.

These prices apply exclusively to continental metropolitan France, excluding Corsica and the islands. Supplements apply according to the altitude of the delivery location: low mountain (800 metres and above): +EUR 25 excl. VAT per pallet; medium and high mountain (1,200 metres and above): +EUR 95 excl. VAT per pallet; ski resorts: on quotation. Altitude zones are determined by the Seller's carrier. For any delivery outside continental metropolitan France, carriage will be subject to a specific quotation.

Prices may be revised by the Seller, in particular upon vintage changes. The Seller informs the Customer of any price revision with at least thirty (30) days' notice.

Article 5 - Payment terms

Goods are invoiced on the date of dispatch from the warehouse. The payment term is thirty (30) days end of month from the invoice date. Accepted payment methods are: bank transfer, cheque and draft.

No discount is granted for early payment.

By exception, any order whose receivable is not covered by the Seller's credit insurance (Groupama Assurance Crédit) must be paid in full on ordering.

In case of late payment, the Customer will owe, by operation of law and without prior formal notice, in accordance with article L.441-10 of the French Commercial Code: (a) late payment penalties calculated at the European Central Bank refinancing rate plus ten (10) percentage points, applied to the inclusive-of-VAT invoice amount; (b) a flat recovery indemnity of forty (40) euros, in accordance with article D.441-5 of the French Commercial Code, the Seller reserving the right to claim additional indemnification on supporting documents where actual costs exceed this amount; (c) in case of refusal or non-payment of a draft, bank fees of EUR 21.30 excl. VAT invoiced to the Customer.

Article 6 - Delivery and transfer of risk

Delivery lead times are given for information only. No delivery delay may give rise to any discount, penalty or compensation, nor justify the cancellation of the order.

As the Seller places the transport order, the transfer of risk takes place at the time of delivery to the Customer's premises. The Customer, or its representative, must check on receipt that the delivery matches the order and the delivery note. In the event of apparent non-conformity (breakage, missing items, wrong reference), the Customer must: (a) issue precise and detailed reserves on the carrier's delivery note; (b) notify the Seller by telephone or email as soon as possible; (c) confirm these reserves by registered letter with acknowledgement of receipt sent to the carrier and the Seller within three (3) working days, in accordance with article L.133-3 of the French Commercial Code.

Article 7 - Retention of title

In accordance with articles 2367 et seq. of the French Civil Code and articles L.624-16 et seq. of the French Commercial Code, the Seller retains full ownership of the products sold until full payment of the price, in principal and ancillary amounts. Default of payment may give rise to a claim for recovery of the goods.

The transfer of ownership does not prevent the transfer of risk to the Customer under the conditions set out in article 6.

Article 8 - Warranty and liability

The same product may show natural variations in colour and size according to vintages, for which the Seller cannot be held liable.

Apparent non-conformity: any claim relating to an apparent non-conformity (quantity, reference, state of packaging) must be made by registered letter with acknowledgement of receipt within eight (8) working days of receipt of the products, failing which the products will be deemed compliant and accepted without reserve.

Hidden defects: the warranty for hidden defects applies in accordance with articles 1641 to 1649 of the French Civil Code. Any action in redhibitory defects must be brought within two (2) years of discovery of the defect. In case of proven defect, the Seller undertakes, at its option, to replace the defective products or to grant a reduction in the sale price, to the exclusion of any other direct or indirect damage.

Article 9 - Product liability and storage

As wine is a living product whose natural evolution depends on appropriate storage conditions (temperature, light and humidity control), the Customer undertakes to take all necessary measures to ensure the proper conservation of the products. The Seller's liability cannot be engaged on account of the defective nature of a product if it is established that the storage conditions have not been respected by the Customer.

Article 10 - Force majeure

The contractual obligations of the parties will be suspended by operation of law in the event of force majeure within the meaning of article 1218 of the French Civil Code, including in particular: total or partial strikes, interruption of transport or energy supply, epidemics, pandemics, restrictive government measures, natural disasters, war, riots, fires, authoritative reduction of imports, accidents or production delays at the Seller's suppliers, delays in the transport of goods, as well as any event beyond the control of the parties preventing the normal performance of the contract.

If the force majeure event continues for more than three (3) months, either party may terminate the contract by operation of law, by registered letter with acknowledgement of receipt, without giving rise to any indemnity on either side.

Article 11 - Intellectual property

All visual elements, trademarks, logos, technical sheets, tasting notes, commercial documents and content produced by the Seller are and remain its exclusive property. Any reproduction, representation, use or adaptation, in whole or in part, of these elements is strictly prohibited without the Seller's prior written authorisation, and constitutes an act of counterfeiting within the meaning of articles L.713-2 et seq. of the French Intellectual Property Code.

A Customer wishing to use visuals, technical sheets or any other document of the Seller for its own communication (shelf display, website, catalogue, advertising) must make a prior written request. The authorisation granted, where applicable, will be limited to the specifically agreed use and will not be transferable.

Article 12 - Personal data

In the context of the commercial relationship, the Seller, as data controller, collects and processes personal data relating to the Customer and its representatives (identity, contact details, billing data). This data is processed in accordance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and the French Act no. 78-17 of 6 January 1978 as amended.

Data collected is necessary for the performance of the contract and the management of the commercial relationship. It is processed through the Seller's commercial management software and kept for the duration of the commercial relationship, then for five (5) years from the last order in accordance with legal retention obligations. The Customer and its representatives have the right of access, rectification, erasure, restriction of processing and portability of their data, which they may exercise by email at contact@aocselection.fr or by postal mail to the Seller's registered office.

Article 13 - Regulation on alcohol

In accordance with the French Public Health Code, the Customer undertakes to comply with all regulations applicable to the sale of alcoholic beverages, in particular the prohibition on selling alcohol to minors (article L.3342-1 of the French Public Health Code). The abuse of alcohol is dangerous for your health. Please drink responsibly.

Article 14 - Mediation

In accordance with the provisions of the French Consumer Code relating to the amicable settlement of disputes, the Customer is informed that, prior to any legal action, it may use conventional mediation or any other alternative dispute resolution method. The mediator may be contacted by letter addressed to the Seller, which will communicate the contact details of the competent mediator.

Article 15 - Governing law and jurisdiction

These Terms are governed by French law. Any dispute relating to the formation, interpretation, performance or termination of the sales contract will be subject to the exclusive jurisdiction of the Libourne Commercial Court (France), including in cases of interim proceedings, warranty claims or multiple defendants, notwithstanding any clause to the contrary.

Any order placed with the Seller implies full and unconditional acceptance of these Terms.

Alcohol abuse

The abuse of alcohol is dangerous for your health. Please drink responsibly.