Domaine Bonfils - General terms and conditions of sale

These General Terms and Conditions of Sale (hereinafter the "GTC") apply to all orders placed with the Seller by its Buyers. Consequently, any order placed with the Vendor automatically implies the Buyer's acceptance of the GSC, which constitute the sole basis for commercial negotiation, in accordance with the provisions of Article L. 441-1, III of the Commercial Code. These general conditions of sale apply to the acquisition of all products or services including online on the site bonfilswines.com and that the buyer declares to have the legal capacity to place an order on the site.

Any clause to the contrary appearing in any document of the Buyer, in particular in its commercial documents, conditions of purchase or purchase orders are consequently inopposable to the Seller, except express and preliminary written agreement of the latter. These GTC may be modified at any time, it being understood that any modification shall be notified to Buyer and shall take effect one (1) month after receipt of the notification. Seller's failure to enforce any provision of these GTC at any time shall not be construed by Buyer as a waiver of Seller's right to enforce such provision at a later time.

ARTICLE 1 - ORDERS

Any Order not placed through the intermediary of the Seller's representatives must be sent to the Seller's registered office by fax, e-mail or any other means chosen by the Buyer and previously accepted by the Seller. The Seller shall validate with any new Buyer the methods of transmission of orders. Any order placed by the Buyer with the Seller must be sent to the latter at least 25 working days before the desired delivery date and must imperatively specify the following elements: the product reference, the quantity ordered, the place, date and time of delivery.

Orders sent to the Seller only become final when they have beeń confirmed by the Seller, even in the case of an order taken by a representative of the latter. After a period of four (4) days from the date of the order confirmation, any complaint concerning the specifications mentioned therein shall not be taken into consideration and the Seller's liability shall in no case be called into question. The Seller reserves the right, even during the execution of an order, to demand a guarantee for the proper execution of the Buyer's commitments, any refusal authorising the cancellation of all or part of the orders in progress.

ARTICLE 2 - PRICE

Given the nature of the food products marketed, the Seller's prices may be revised. Invoices are made on the basis of the price excluding tax in force on the date of the order. It is hereby specified that in accordance with the provisions of Article L.631-24 of the French Rural and Maritime Fishing Code, the criteria and methods for determining the price take into account the following indicators (i) Indicator(s) relating to the relevant costs of production in agriculture and the evolution of these costs, namely: Monthly index of purchase prices of agricultural production means (IPAMPA); (ii) Indicator(s) relating to the prices of agricultural products observed on the market(s) on which the buyer operates and the evolution of these prices, namely: Consumer Price Index (CPI); and (iii) Indicator(s) relating to the quantities, composition, quality, origin and traceability of products or compliance with a specification, namely: Market Indicators published by the Market News Network (MNN).

The above-mentioned indicators will be taken into account individually and proportionally. The Tariffs may be revised at any time with a notice period of one (1) month before their date of application. The Seller reserves this possibilitý in particular in the event of force majeure or changes in the costs borne by the Seller. It is specified that invoicing will be made on the basis of the tariff in force on the day of delivery. Any Buyer who places an order after the notification of the new rates for deliveries of products after the entry into force of the new rates shall be deemed to have accepted the latter, which shall prevail over any possibly divergent information that may appear in the order.

ARTICLE 3 - DELIVERIES AND RISK TRANSFER

Unless otherwise agreed between the Parties, "delivery" shall be understood to mean the availability of the products in the Buyer's warehouses and/or points of purchase. The delivery times indicated on the Seller's acknowledgements of receipt are given as an indication. No cancellation of an order or claim for compensation for late delivery will be accepted. Goods are always transported at the expense and risk of the recipient. No claim can be accepted by the Seller after delivery for deterioration of the products, if the usual reservations have not been made.

ARTICLE 4 - CLAIMS AND LIABILITIES

It is the sole responsibility of the Buyer who receives the Products to check whether the contract of carriage has been properly executed and, if not, to take all appropriate measures to retain recourse against the carrier. Also, upon delivery, it is the responsibility of the Buyer to check the good condition of the delivered Products.

In the event of defects (damage or missing items) related to transport, the Buyer shall write on each copy of the transport documents clear, precise and complete reserves with the date and time of arrival and departure of the carrier and confirm these reserves to the carrier within three (3) days following receipt of the Products by registered letter with acknowledgement of receipt, in accordance with Article L.133-3 of the Commercial Code, with a copy to the Seller.

Without prejudice to the measures to be taken with regard to the carrier, the Buyer must inform the Seller in writing of any lack of conformity or other apparent defect within ten (10) working days following receipt of the products and provide all evidence as to the reality of the defects or faults noted. In the event of non-compliance with these provisions, any dispute by the Buyer following an allegedly non-compliant delivery for whatever reason will be refused by the Seller.

If the Buyer fails to take delivery of the products, without due justification, or is late in taking delivery, the Buyer shall bear all risks and shall, in any event, pay the price of the order. In addition, the Seller shall be entitled to store the products at the Buyer's expense and to claim reimbursement of the transport costs, it being understood that the Seller shall also be entitled to cancel the sales contract and to resell the Products, without prejudice to the payment of damages to the Seller for the loss it may have suffered.

No products may be returned by the Buyer without the prior written consent of the Seller. Any product returned without such prior consent will be refused and returned to the Buyer. In the event of an agreement, the products will be returned at the sole expense of the Buyer and will travel at the Buyer's risk, unless the Seller has been able to effectively ascertain and confirm the reality of the non-conformity complained of by the Buyer. In any event, only the quantity that does not conform may be returned. In any event, the Seller's liability is limited on a flat-rate basis and exclusively to the replacement of all supplies, without any indemnity or reimbursement of expenses of any kind.

ARTICLE 5 - FORCE MAJEURE

The Seller shall be released from the obligation to deliver in the event of any fortuitous event or force majeure, and in particular in the event of fire, strike, epidemics, unemployment, accidents to persons, machines or tools, delays or defects in deliveries by its suppliers, quotas, civil or foreign war and in general any cause beyond its control which hinders all or part of its production or supply. The Seller reserves the right to suspend or terminate its commitments at its discretion, without any compensation to the Buyer.

ARTICLE 6 - TERMS OF PAYMENT

Invoices are issued by the Seller on the delivery date agreed at the time of the order, notwithstanding any shift in the delivery date at the request of the Buyer or any refusal of the products delivered by the Buyer, regardless of the cause of such refusal. In accordance with Article L.441-11, II, 1° of the French Commercial Code, invoices issued by the Seller are payable within thirty (30) days from the end of the month. The Seller shall have the right to demand cash payment from any Buyer who has not had a continuous and loyal business relationship with the Seller for a period of at least twelve (12) months.

The amount of each invoice shall be credited to the Seller's account by bank transfer, cheque, promissory note or bill of exchange. Only payment on the agreed due date shall be binding. All payments must therefore reach the Seller as follows: - For transfers: be credited in value to the Vendor's accounts by the due date at the latest; - For cheques: be sent seven (7) calendar days before the due date, as evidenced by the postmark; - For promissory notes and other bills of exchange: be returned duly signed and accepted, within fifteen (15) days of delivery, this time limit being mandatory. Any payment made to the Vendor shall be charged against the sums due, whatever the cause, starting with those due the earliest́.

Payment before the due date mentioned on the invoice shall not give rise to a discount. In case of late payment : - Penalties will be applied from the due date until the actual day of payment at the ECB's REFI rate increased by ten (10) points; - The Seller reserves the right to demand immediate payment of all sums owed by the Customer for any reason whatsoever; - A flat-rate compensation of forty (40) euros will be owed to the Seller for collection costs in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, this flat-rate compensation being in addition to the late payment penalties. It is specified that this fixed compensation is not limited to the amount of other expenses that may be incurred by the Seller for the purpose of collecting its invoices.

The Seller reserves the right to set off the amount of late payment penalties against any sums due to the Buyer. Under no circumstances may payments due to the Seller be suspended or be subject to any reduction or set-off without the Seller's prior written consent. Any breach of this clause shall be deemed to be a default in payment and shall entitle the Seller to refuse any new order and to suspend immediately any deliveries in progress after having informed the Buyer.

ARTICLE 7 - RETENTION OF OWNERSHIP CLAUSE

The Products sold remain the property of the Seller until full payment of the invoices issued by the Seller, in accordance with Articles 2367 to 2372 of the Civil Code. In this respect, the delivery of a bill of exchange, a bank or postal cheque or any other document creating an obligation to pay does not constitute payment within the meaning of this clause. Payment shall only be deemed to have been made when the Seller has actually collected the price.

If the products subject to the retention of title have been resold by the Buyer, the Seller's claim shall automatically be transferred to the claim for the price of the products thus sold by the Buyer. The Buyer hereby assigns to the Seller all claims arising from the resale of the unpaid products subject to retention of title.

In the event that the Buyer is placed under safeguard, recovery or judicial liquidation proceedings, the products may be claimed, in accordance with the legal and/or regulatory provisions in force. In the event of reclamation of the products, for partial or total non-payment, the products in stock shall be deemed to correspond to the unpaid claims. In accordance with Articles L. 624-9 and L. 624-16 of the French Commercial Code, notwithstanding any clause to the contrary, this retention of title clause is enforceable against the Buyer.

ARTICLE 8 - TERMINATION

The right to terminate orders or contracts in progress is expressly reserved to the Seller in the event of the total or partial transfer by the Buyer of his business, failure to accept a bill of exchange within the set time limit, non-payment on the due date, death, bankruptcy, amicable or judicial liquidation, settlement and, in the case of companies, in the event of the death or withdrawal of one of the partners or the reduction of the share capital.

ARTICLE 9 - PERSONAL DATA

The Seller and the Buyer undertake, in the context of the collection and processing of personal data, to comply with the provisions of Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms, in particular as amended by Order No. 2018-1125 of 12 December 2018, and Regulation 2016/679/EU of 27 April 2016 "on the protection of individuals with regard to the processing of personal data and on the free movement of such data".

ARTICLE 10 - APPLICABLE LAW AND JURIDICTION

All commercial relations between the Seller and the Buyer, arising from the application of the GTC and any special agreements that may be concluded or any disputes arising therefrom, whatever their nature, shall be subject in all respects to French law. The Parties shall do their utmost to resolve amicably any disagreements that may arise from the interpretation, performance or termination of the commercial relationship between the Seller and the Buyer within the framework of the mediation procedure for agricultural commercial relations provided for in Article L. 631-28 of the French Rural and Maritime Fishing Code.

If mediation fails, the Courts of BÉZIERS shall have sole jurisdiction in the event of any dispute, regardless of any changes that may appear on letters, invoices and other documents issued by our customers. This jurisdiction also excludes the application of article 420 of the Code of Civil Procedure and, in particular, any arbitration clause unilaterally imposed by one of our clients.