Article 1 - SCOPE
These general terms and conditions of sale (the “Terms”) apply to all orders placed by the buyer (the “Buyer”) with Domaine BARAT, an EARL with share capital of €90,000, whose registered office is at 7 RUE DE MILLY, CHABLIS (89800), from September 2024.
Every order constitutes the Buyer's unconditional acceptance of these Terms. Any contrary provision, including any general or special terms issued by the customer, their purchasing terms or their purchase orders, cannot be enforced against Domaine BARAT without its prior written acceptance.
Failure by either party to invoke any provision of these Terms at a given time shall not be construed as a waiver of its right to invoke that provision later.
Article 2 - ORDERS
A sale is concluded only after Domaine BARAT has expressly accepted the Buyer's order in writing.
By way of derogation from Article 1587 of the French Civil Code, the sale is firm and final without the customer first approving the product; the customer waives the right to make the purchase conditional on a prior tasting. Products are supplied at the prices shown in the price list applicable on the order date or, where appropriate, in the commercial proposal sent to the Buyer or in the annual agreement drawn up in accordance with Article L.441-7 of the French Commercial Code. Prices for professionals are stated excluding tax, ex cellar, with packaging charged separately. They exclude transport, any customs duties and insurance, which are payable by the Buyer unless the parties expressly agree otherwise.
Prices stated inclusive of tax are for private customers.
Article 3 - PRICES AND PAYMENT
3.1 For the Buyer's first order, payment must be made in full before dispatch. If the Buyer's financial situation permits, and subject to Domaine BARAT's express agreement, payment may be made within forty-five (45) days from the end of the month. The applicable payment term will be stated on the invoice. A discount of 2% of the invoice amount is granted for payment in full before dispatch of the products.
3.2 Any invoice unpaid by its due date will automatically incur late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, together with a fixed recovery charge of €40 per unpaid invoice; an additional charge may be claimed on presentation of supporting documents. Any late payment will make all outstanding debts immediately payable, even if they are not yet due. Domaine BARAT may also suspend or cancel delivery of the Buyer's current orders, suspend performance of its obligations, and reduce or cancel any discounts granted to the Buyer.
Article 4 - RETENTION OF TITLE AND TRANSFER OF RISK
The Products sold remain the property of Domaine BARAT until the invoices have been paid in full; payment is deemed made only when the price has actually been received. If Products subject to retention of title have been resold by the Buyer, Domaine BARAT's claim will automatically attach to the claim for the resale price. The customer hereby assigns to Domaine BARAT all claims arising from the resale of unpaid Products subject to retention of title.
Any deposit paid by the Buyer will be retained by Domaine BARAT as a contractual penalty, without prejudice to any other action it may be entitled to bring against the Buyer. Notwithstanding the foregoing, risk transfers to the Buyer as soon as the ordered Products are made available.
Article 5 - DELIVERY
5.1 Domaine BARAT undertakes to deliver the Products within the periods stated in the order confirmation or, where applicable, within the periods agreed in the annual agreement. These periods are not strict deadlines, and Domaine BARAT cannot be held liable to the Buyer for a delivery delay of no more than one (1) month.
5.2 Products are sold “EXW - Ex Works” in accordance with Incoterms 2020.
The Buyer acknowledges that delivery is the carrier's responsibility, whether the carrier was appointed by the Buyer or by Domaine BARAT. Domaine BARAT is deemed to have fulfilled its delivery obligation when the ordered Products are handed to the carrier, who accepts them without reservation. The Buyer therefore has no warranty claim against Domaine BARAT if the ordered Products are not delivered or are damaged during transport or unloading.
Article 6 - RETURNS AND CLAIMS
No Products may be returned without Domaine BARAT's prior agreement. In the event of damage, loss or delay in collection caused by a carrier's fault or negligence, the receiving customer must note all reservations on the delivery note in the driver's presence, with the note dated and signed, then confirm them to the carrier by registered letter within three (3) days of receipt in accordance with Article L.133-3 of the French Commercial Code. A copy, together with the relevant delivery note, must be sent to Domaine BARAT by registered letter with acknowledgement of receipt within five (5) days of receipt of the goods, failing which the claim will be time-barred.
Article 7 - FORCE MAJEURE
If Domaine BARAT is prevented from performing all or part of its obligations by an event reasonably beyond its control, including war, sabotage or terrorism, insurrection, riot, acts of public authority, embargo, strike or industrial action affecting a third party such as the carrier, lockout, flood, explosion, fire, shortage of fuel, energy, raw materials or staff, transport delay or disruption, accident or breakdown, in particular of computer systems, not caused by its negligence, epidemic, or compliance with a mandatory legal or regulatory provision issued by a public authority, Domaine BARAT undertakes to notify the customer as soon as possible and inform them of the possible resulting delays. Current orders will be suspended or cancelled depending on whether the delay caused by the force majeure event is less than or at least ninety (90) calendar days, without giving rise to any compensation.
Article 8 - APPLICABLE LAW AND JURISDICTION
These Terms are governed by French law, unless a mandatory provision provides otherwise.
ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS SHALL BE SUBMITTED TO THE TRIBUNAL DE GRANDE INSTANCE OF DIJON, TO WHICH THE PARTIES EXPRESSLY GRANT JURISDICTION, EVEN IF THERE ARE MULTIPLE DEFENDANTS OR A THIRD-PARTY CLAIM.
Before any possible legal action, mediation will be preferred: SOCIÉTÉ MÉDIATION PROFESSIONNELLE MEDIATION DE LA CONSOMMATION.
For any consumer dispute that has not been resolved directly with the professional, the consumer may contact the consumer mediator at www.mediateur-consommation-smp.fr or by post: Société de la Médiation Professionnelle, Médiateur de la consommation, Alteritae, 5 rue Salvaing 12000 Rodez.