General terms and conditions of sale
1. General clause — Application & enforceability
The following provisions are intended to define the general terms and conditions of sale of our company (hereinafter also referred to as “the cooperage”). Our general terms and conditions of sale (T&Cs) prevail over any conditions of purchase, save for our formal and express derogation.
These T&Cs, which constitute an essential and decisive element of the sales contract, are systematically provided to each professional buyer before any order. Consequently, placing an order entails, for the buyer, the full and unreserved acceptance of our company's T&Cs.
The fact that our company does not, at a given time, avail itself of any of the provisions of these T&Cs may in no case be interpreted as a waiver of its right to invoke their application at a later date. Should any of the provisions of these T&Cs be cancelled or invalidated in any way whatsoever, the parties agree to replace it with the closest possible provision. The other provisions shall remain in force.
2. Orders
Orders are only final once they have been expressly confirmed by an “order confirmation” issued by the cooperage and signed/approved by the buyer. This document includes the quantity ordered, the type(s) of product(s), the agreed price, the applicable Incoterm® and/or the delivery terms, the payment terms and an indicative delivery lead time for the products.
3. Order cancellation
Once the order has been validated, any modification or cancellation is only valid with the agreement of both parties, and may be subject to a penalty of up to 30 % of the sale price of the goods concerned by the cancellation or modification, unless a deposit has already been paid and therefore covers the consequences of the cancellation or modification.
The cooperage nevertheless reserves the right to cancel any order, even a confirmed one, from a buyer with whom there is an ongoing dispute relating to the payment of a previous order. Such cancellation may also apply to orders in the course of preparation or shipment.
4. Deliveries
Deliveries are made order by order or by grouping of orders. By agreement with the buyer, partial deliveries are possible.
Delivery lead times are stated on the order confirmation, depending on the availability of the products and the foreseeable transport conditions, where applicable. Exceeding the lead times stated on the order confirmations, which are merely indicative, may not give rise to damages, withholdings, late-payment penalties or cancellation of the order, in whole or in part.
The buyer must take possession of the ordered products at the agreed place, date and times.
In this respect, the buyer must take all measures to enable the delivery to be carried out safely and, more generally, ensure that this operation is carried out optimally and in strict compliance with the terms specified for this purpose by the cooperage.
The buyer shall indemnify the cooperage for all costs incurred and any damage suffered in connection with the buyer's failure to comply with the commitments set out above, without prejudice to the cooperage's right, if it so wishes, to terminate the sale in question at the buyer's exclusive fault.
In the event of force majeure, the cooperage is released from all liability and shall owe no compensation for the total or partial non-performance of its obligations. The following are considered cases of force majeure: wars, riots, fires, strikes, accidents, natural disasters, epidemics and ensuing health crises, floods, inability to obtain supplies, interruption or delay in transport, failure of any carrier whatsoever, act of authority, whether lawful or unlawful, arbitrary or not, or any other similar situation, this list not being exhaustive.
5. Packaging
The products are packaged and conditioned for their proper protection and preservation.
If the buyer expressly chooses not to receive packaging, it acknowledges and accepts that this choice entails a risk of deterioration or damage to the products during transport. In this case, the buyer assumes full responsibility for the risks related to the damage or deterioration of the products that the packaging would have made it possible to avoid.
6. Receipt, conformity & warranties
In the event of missing products, deterioration or apparent defect upon receipt of the products, it is for the consignee to make all reservations with the carrier in accordance with Article L.133-3 of the French Commercial Code and to inform the cooperage thereof.
Owing to the very nature of our products and the requirements of their manufacture, the capacities, dimensions and weights stated on the order confirmations are given for information only, taking into account the dimensional tolerances defined by the trade association in its “Guide of Good Practices for Cooperages”, which our company recognises as reference values. Discrepancies are not regarded as non-conformities and may in no case give rise to a claim, provided they comply with the tolerances defined by the trade association.
Any claim for non-conformity shall be sent to the cooperage in writing as soon as possible.
If delivered products require repair, the assessment of the nature and extent of the repair work shall be the responsibility of the cooperage, which will do its utmost to carry it out, either itself or through the repairer that it is free to appoint to perform the repairs on its behalf.
If delivered products require replacement, products identical to those ordered will be sent to the buyer, but our company reserves the right in this case to supply equivalent or similar products (in particular if the delivered products are no longer available or manufactured).
If the buyer wishes delivered products to be returned, it must send our company prior written notification within a maximum period of 72 hours following receipt of the products. This return request must detail the nature of the product, the quantities concerned and the reason forming the basis of the return.
- Our company reserves the right to refuse the return if the reasons given by the buyer prove to be inaccurate or insufficiently precise.
- If, in view of the notification, the return is authorised, the products must be returned to our company in their original packaging in order to be taken into account.
- Provided that the return proves justified, it shall be carried out at our company's expense.
All our products are guaranteed for a period of ONE (1) year, subject to their correct use in accordance with customary practice. Any warranty is thus excluded in the event of misuse, negligence or lack of maintenance on the part of the buyer, as well as in the event of normal wear of the product or force majeure.
This period may be extended to a longer term of up to EIGHTEEN (18) months where the buyer has carried out a single ageing of more than ONE (1) year.
This warranty ceases, in all cases, if the buyer transfers the products to a third party.
The warranty granted by our company is strictly limited to the repair or replacement of the product concerned. This warranty excludes compensation for any other loss, in particular indirect losses and damage.
7. Retention of title
Our company retains ownership of the products sold until the effective collection of the entire price in principal and ancillary amounts, and this even in the event of insolvency proceedings against the buyer or the third-party assignee.
These provisions do not prevent the transfer to the buyer or the third-party assignee of the risks of loss and deterioration of the products sold, as well as any resulting damage, in accordance with the delivery terms stipulated on the order confirmation.
The buyer undertakes to individualise the delivered products in its stores and warehouses.
In the event of seizure or any other third-party action affecting the products, the buyer must imperatively inform our company without delay so as to enable it to oppose such action and to safeguard its rights. The buyer undertakes not to pledge or to assign as security the ownership of these products. The buyer is nevertheless authorised to resell the products concerned, informing the sub-purchaser that the resold products are subject to a retention-of-title clause.
In the event of resale of the products covered by the retention-of-title clause, the buyer undertakes to account for the resale price separately and, more generally, to take all measures to establish the correspondence between the sum thus received from the sub-purchaser and the sale price remaining due to our company — so as to enable it to obtain payment of said sale price. Furthermore, in the event of loss of the product, ownership is transferred to the insurance indemnity subrogated to the product.
In the event of total or partial non-payment on the due date, the products may, at any time and without the need for prior formal notice, be repossessed at the buyer's expense by our company in the event of the buyer's failure to perform its obligations, without prejudice to the payment to our company of any damages in this respect. Our company and/or its carrier shall accordingly be authorised to enter the buyer's premises to remove the products covered by the retention-of-title clause.
In the event that the retention-of-title clause is enforced, the return costs and any payments already made by the buyer or the third-party assignee shall be retained by our company as a penalty clause.
8. Prices — Terms of payment — Penalties
Prices are stated exclusive of tax, ex-works; their nature and amount are those set out in the tariffs in force at the time of the order. Unless otherwise stipulated, prices do not include transport, nor any customs duties and insurance, which remain the responsibility of the buyer.
It is specified that the schedule of unit prices and the discount terms, which have been communicated by our company to the buyer, form an integral part of these T&Cs.
Unless otherwise stipulated, our invoices are payable in accordance with the payment period agreed at the time of the order and, failing that, within THIRTY (30) days from the date of shipment of the products.
Unless otherwise stipulated, any first order is payable in cash. Any deterioration in the buyer's creditworthiness may justify requiring a guarantee before the performance of orders or payment prior to delivery.
If payment is provided for by accepted draft, failure to return the bills within a period of TEN (10) working days renders the debt immediately payable through loss of the benefit of the term (Article L.511-15 of the French Commercial Code). The bank collection fees for standard bills of exchange shall be charged to buyers.
In the event of cash payment, a discount may be granted. Cash payments not settled within EIGHT (8) days lose the benefit of the discount.
Non-payment, or mere late payment, of any of the fixed instalments shall render all sums due immediately and automatically payable (even if they have given rise to the issuance of drafts). These sums shall be increased by late-payment penalties at a rate of THREE (3) times the legal interest rate. Late-payment penalties shall be payable automatically once the due date has passed.
In addition, as a penalty clause and without prejudice to any other damages, the buyer shall be liable as of right to our company for a sum equal to 15 % of the amounts remaining due.
In accordance with the provisions of Article L.441-10, II of the French Commercial Code, a fixed indemnity for recovery costs, in the amount of FORTY (40) euros, shall be due as of right and without prior notice to the buyer in the event of late payment. Our company reserves the right to claim additional compensation from the buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
Furthermore, following a payment incident, our company reserves the right to modify all previously granted payment terms and to suspend all orders in progress, without prejudice to any other course of action and without this giving rise to any compensation for the buyer.
In the event of assignment of the contract by the buyer to a third-party financier, which shall have been subject to the express and prior agreement of the cooperage, all the stipulations relating to the payment terms of the order shall automatically be enforceable against the third-party assignee to the contract, it being specified that the latter waives the benefit of prior demand and of division and accepts to become jointly and severally liable with the cooperage, without any possibility of requiring the cooperage to proceed on any ground whatsoever against the buyer first or for a fraction of the price. The cooperage retains the ability to proceed at its discretion against the buyer in the event of non-payment of all or part of the price, the buyer remaining jointly and severally liable with the third-party assignee without benefit of prior demand and/or division.
9. Dispute resolution — Jurisdiction clause
The parties agree to do their utmost to resolve amicably any disagreements that may arise from the interpretation, performance or termination of their business relations, in compliance with the applicable legal provisions.
In the event of any dispute or claim relating in particular to the interpretation or performance of these T&Cs, and failing an amicable settlement within THIRTY (30) days, the Commercial Court within whose jurisdiction our company's registered office is located shall have sole jurisdiction. This clause shall apply even in the event of an incidental claim, multiple defendants or a warranty claim, and regardless of the method and terms of payment.
10. Governing law — Translation
Orders and deliveries carried out in accordance with these T&Cs are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is applicable.
Should these T&Cs be translated into one or more languages, the French text shall prevail in the event of any difficulty of interpretation or contradiction.
11. Processing of personal data
In accordance with European Regulation No 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to personal data and on the free movement of such data (hereinafter the “GDPR”), the cooperage shall keep the strictest confidentiality of the personal data communicated by the buyer in connection with the sale of the products and shall process it in compliance with said regulation.
The personal data transmitted by the buyer will be subject to computer processing and may be used by the cooperage for the performance, management, monitoring, preparation and shipment of orders, invoicing, accounting and debt recovery. The data is collected in accordance with Article 6.1 b) of the GDPR.
The personal data is intended exclusively for the cooperage. Access to the personal data shall be strictly limited to the cooperage's employees who are authorised to process it by virtue of their duties.
This personal data is retained for the duration of the business relationship between the cooperage and the buyer. It may also be retained for a longer period in order to comply with a legal or regulatory obligation or to assert a right, for the time required to fulfil the obligation or for the limitation period of the right concerned.
In accordance with applicable regulations, the natural person concerned has a right of access, rectification, erasure, portability, restriction of processing and/or deletion of the data concerning them. They also have the right to object to processing on legitimate grounds, to object to their personal data being used for direct-marketing purposes, the right to withdraw their consent and, finally, the right to lodge a complaint with the French Data Protection Authority (CNIL). All these rights may be exercised by contacting the cooperage at the following email address: [email protected].
The natural person may give general or specific directives, respectively to a trusted third party certified by the CNIL or to the cooperage, concerning the retention, erasure and communication of their personal data after their death. They may designate a person responsible for carrying out these directives and may modify them at any time. In the absence of such directives given during their lifetime, the buyer's heirs will be able to exercise certain rights, in particular the right of access.
Only the French text of these general terms and conditions of sale is authentic; any translation is provided for convenience only.