ARTICLE 1 - SCOPE OF APPLICATION
These general terms of sale (hereinafter referred to as the "GTS") shall apply without restriction or reservation to all sales made by the company Dubos Frères and Cie (hereinafter referred to as "Dubos") to its professional customers (hereinafter referred to as the "Customer") established in mainland France, wishing to acquire the products offered for sale by Dubos (hereinafter referred to as the "Product" or the "Products" as the case may be).
All sales of Products to the Customer shall be governed by these GTS, and shall imply the Customer’s unreserved acceptance of these GTS. By confirming their order, Customers attest that they have the legal capacity to purchase the Products, pursuant to Articles 1145 et seq. of the Civil Code.
Any order placed by a Customer shall be considered subject to these GTS to the exclusion of any other clause, condition or indications of any nature shown on the purchase order or on any other document issued by the Customer, in particular any general terms of purchase.
In the event of Customer non-compliance with these GTS, Dubos may automatically cancel any orders in progress in whole or in part, or suspend any deliveries in progress, without prejudice to claims for damages.
In-store or online sales to non-professionals and end consumers are governed by other general terms of sale.
ARTICLE 2: LEGAL NOTICE - PROTECTION OF MINORS
Alcohol abuse is harmful to health, and the Products we offer should be consumed in moderation.
In compliance with Article L. 3342-1 of the Public Health Code prohibiting the sale of alcohol to minors under the age of eighteen (18), by confirming their order Customers represent and warrant that they are over 18 years of age at the time of ordering.
ARTICLE 3 - ORDERS
Orders will be verified electronically via a pro-forma invoice that the Customer must confirm to Dubos within one month by any means of communication. Once this confirmation has been provided by the Customer, the order is irrevocable. If no confirmation is received within the month provided, the order shall be deemed definitively cancelled.
Dubos reserves the right to decline any abnormal order, or any order made by a Customer without the legal capacity to contract, as well as the right to refuse to complete any order that the Customer is manifestly unable to fulfil, in accordance with Article 1123 et seq. of the Civil Code.
ARTICLE 4: PRODUCTS AND AVAILABILITY
The Products offered by Dubos are compliant with current French law and meet the standards applicable in France. The Products are offered to Customers while supplies last.
Where inventory for a particular Product is limited, Dubos may limit the Customer's orders of the Product desired.
Given the nature of the Products and in particular the limited quantities of vintage wines, if a Product ordered is unavailable, Dubos may offer the Customer a substitute Product of equivalent quality and price. In this case, Dubos also reserves the right to reject or reduce the Customer's order in whole or in part.
Dubos cannot be held responsible if a Product must be made unavailable, or if an order must be reduced or rejected, and no compensation may in such case be claimed by the Customer.
Vintage wines sold "en primeur" (as futures) are wines in the vinification phase that will not exist as wines until after they have been bottled and marketed by their producer; delivery will thus be deferred to the 1st semester of the third year after the corresponding grape harvest.
ARTICLE 5 - PRICES
Products are sold at the price in effect when the Customer's order is made. Prices are given in euros exclusive of taxes, under Ex-Works Incoterms. Prices for wines sold as futures are expressed exclusive of VAT, transportation costs, and filling fees for the use of containers other than bottles.
The prices do not include transportation and delivery costs, which are charged in addition; these costs are determined in advance of order submission, and shall be borne by the Customer.
Dubos reserves the right to modify its prices at any time, without notice; products will be invoiced based on the prices in effect at the time of the order.
The unit pricing scale is appended to these GTS and shown on the Dubos website. This scale indicates any price reductions applied by Dubos. The Seller reserves the right to modify its price reduction scale at any time.
ARTICLE 6 - TERMS OF PAYMENT – ARTICLE L441-1 OF THE COMMERCIAL CODE
A) Order payment terms for non-primeur wines
With the exception of Customers covered under "Coface"-type credit insurance, and except where otherwise determined in commercial negotiations between the Parties, 100% of the total amount due shall be paid to Dubos when the order is placed, either by bank transfer or by bank card.
Any possible balance remaining due from the Customer will be specified on the invoice issued to the Customer on the date of delivery, and shall be payable according to the terms and deadlines specified on the invoice, pursuant to Articles L. 441-11, item 3 and L. 441-11, item 4 of the Commercial Code. No early payment discount will be offered.
Amounts unpaid when due will accrue late payment penalties at the rate of interest applied by the European Central Bank for its most recent refinancing operations plus 10 percentage points, in accordance with Article L. 441-10 II of the Commercial Code. These penalties shall be incurred automatically.
In case of late payment, the Customer shall furthermore automatically and without prior notice be charged a collection penalty of €40.
If collection costs actually incurred exceed this amount, Dubos may claim additional compensation from the Customer upon presentation of supporting documents.
Furthermore, in case of any non-compliance with the payment terms set forth above, Dubos reserves the right to suspend or cancel the delivery of any of the Customer's orders in progress and apply the retention of ownership clause set forth under Article 8 of these GTS.
B) Terms of payment for wines sold as futures
For wines sold "en primeur" (as futures), Customers must pay for their orders as follows. For sales of vintage wines from year N-1:
50% of the amount of the order shall be due on June 30 of year N;
50% of the amount of the order shall be due on November 30 of year N.
Delivery shall in such case be made between autumn of year N+1 and spring of year N+2.
If the Customer fails to complete payment as required for wines sold as futures, and the situation remains unresolved after two payment reminders have been issued in writing by Dubos by any means of communication, Dubos reserves the right to cancel the order.
In any case, if Dubos refrains from cancelling the order, any amounts including tax remaining unpaid by the Customer on their due date will accrue the same penalties and charges detailed in article 6A above.
ARTICLE 7 - PREPARATION OF ORDERS AND DELIVERIES
7.1. Storage and quality of wines
The wines and spirits are stored at Dubos' warehouses under the storage conditions required for the various Products. Dubos cannot however be held responsible for any quality issues that may arise in the Products as a result of improper storage conditions after their removal from Dubos' cellars.
Wines purchased as futures shall be stored free of charge in Dubos' warehouses until December 31 of the third year after the corresponding harvest. Customers who fail to pick up the wines or request their delivery before this date will incur storage and insurance costs charged at 8.33 cents excl. tax per 75cl bottle per month.
7.2. Territory covered
Products may be delivered anywhere in France, excluding the overseas departments and territories.
Sales abroad are possible on request. Please call customer service to make arrangements.
7.3. Delivery locations
Deliveries are made Ex-works unless expressly agreed otherwise.
7.4. Delivery fees
It is the Customer's responsibility to take delivery of the Products upon removal from Dubos' cellars under the terms and conditions applicable for Product pickup. Product loading is the responsibility of the carrier chartered by the Customer.
By express agreement, arrangements may be made for Dubos to act as the Customer's agent to handle shipping, in which case the Customer shall be both the sender and receiver of the Product shipment. In this case, the amount of the delivery fees applied will depend on the place of delivery, the price of the order, its weight and the delivery method selected by the Customer. In any case, the Customer will be informed of the amount of the delivery fee before the order is confirmed.
7.5. Delivery deadlines
The delivery date will be indicated before order confirmation. The delivery time frames are indicated for illustrative purposes only, and failure to meet such time frames shall not entitle the Customer to cancel the order or to claim damages or a refund from Dubos. Dubos will in such case inform the Customer as soon as possible.
Dubos offers an additional paid service for Customers wishing to obtain additional insurance to cover the possible difference in value between the purchase price of the Products and their value at the time of delivery, in particular for the delivery of wines sold as futures.
ARTICLE 8 - TRANSFER OF OWNERSHIP AND RISKS - PLEDGE
Pursuant to Article 2367 of the Civil Code, it is agreed that the transfer of ownership of the Products sold by Dubos shall take place only upon payment by the Customer of their full price, in principal and interest.
The transfer of risk shall take place upon delivery.
If payment is not made on the due date, Dubos reserves the right to automatically cancel the sale, and, after sending a notification letter by certified mail with delivery confirmation, to arrange for a proxy of its choice to collect the unpaid Products, without prejudice to any further remedies as it may choose to pursue. The Customer hereby grants prior authorisation to Dubos or its proxy to access the premises where the Products will be stored for such purpose. The return costs shall be borne by the Customer, and any payments made shall be kept by Dubos as a penalty.
The termination of a given sale of Products because of Customer default will authorise Dubos at its discretion to order, cumulatively or alternatively, the cancellation of any other Product sales made between the Parties that are still incomplete, and/or the acceleration of maturity on any outstanding invoices. In addition, Dubos will be entitled to demand the return of any Products held in the Customer's inventory and arrange for their collection. In such case, the Products found in the Customer's inventory will be presumed to be the unpaid Products.
Moreover, the Customer hereby irrevocably grants to Dubos a pledge on Products sold to guarantee the payment of all amounts owed, regardless of whether such funds are generated from the sale of the Products or from any other commercial transaction, conducted before or after the sale made between the parties.
To satisfy this obligation, the Customer hereby declares an irrevocable pledge to the seller for Products sold, in accordance with Articles L 521-1 et seq. of the Commercial Code. Were this pledge not granted, the seller would not have made the sale.
ARTICLE 9 - DUBOS' RESPONSIBILITY - GUARANTEES
The Products comply with the applicable regulations in force in France.
Dubos is required to provide its Customers a guarantee of conformity in accordance with the terms and time frames established by law and a guarantee regarding defects in items sold as provided under Articles 1641 to 1648 and 2332 of the Civil Code.
Any complaint must include the reference numbers for the order and the delivery in order to be acceptable. It is incumbent upon the Customer to provide any evidence of nonconformity in the Products.
In case of hidden defect, the Customer must allow Dubos to confirm the non-conformance of the Products so as to seek to remedy it, and shall permit Dubos or its agent, if necessary, to access its premises to conduct an investigation, verification and inspection of the Products.
The hidden defects guarantee shall apply if the Product sold is unfit for its intended use due to a hidden defect, but the Customer shall not be entitled to claim damages on any grounds whatsoever.
ARTICLE 10 - COMPUTING AND CIVIL LIBERTIES
As provided under Law no. 78-17 of 6 January 1978 as amended by law no. 2018-493 of 20 June 2018, as supplemented and strengthened by the GDPR (General Data Protection Regulation), the personal data requested from the Customer shall be collected and processed as described below:
Identity of data controller:
Dubos Frères & Cie
A simplified joint stock company with €1,451,450 in capital
Headquarters: 24-26 cours Xavier Arnozan - 33000 Bordeaux
459 201 588 RCS BORDEAUX
Mr François-Xavier Maillet
Tel : 33 (0)5 56 00 83 60- Email : dubos^dubos^com
The organization collecting Personal Data is Dubos. As part of the sale of Products, Customers will fill in the questionnaire and thus provide Dubos with all the information it needs to successfully complete the sale of the Products.
Customers are responsible for providing their personal data or that of others as part of the purchase of the Products. Customers therefore give their express consent for Dubos to use the personal data provided in order to perform their services, the purpose of which is detailed below.
Purpose - use of data:
The following data are collected: company name, company (SIREN) ID number, registered office, VAT number, delivery address, excise duty number, representative's contact details, etc.
Dubos will only process and use Customer data to the extent necessary to contact Customers, process their requests, create and manage their user profiles, create and manage their access to online services, perform statistical studies, personalize Dubos' Customer service, provide information to the Customer, and send newsletters to the Customer.
Data retention period and Customer's rights
Dubos undertakes to retain the data as long as necessary, until the performance of its services, unless:
- Customers exercise their right to delete data concerning them under the conditions described below;
- A longer retention time is authorised or imposed under a statutory or regulatory provision During this period, Dubos will take all appropriate measures to ensure the confidentiality and security of the Customer's personal data in order to prevent their damage, erasure or access by unauthorized third parties.
Access to personal data is strictly limited to Dubos' staff and where applicable to its subcontractors.
The subcontractors in question are subject to an obligation of confidentiality and may only use the Customer's data in accordance with the contractual provisions and the applicable legislation.
Outside of the cases mentioned above, Dubos undertakes to not sell, rent, or assign the Customer's data to any third parties, or grant access to the same by any third parties without the Customer's prior consent, unless obliged to do so on legitimate grounds (statutory obligation, measures against fraud or abuse, exercise of due process rights, etc.).
Right of access and correction
In accordance with the Data Protection Act of 6 January 1978 as reinforced and supplemented by the GDPR (General Data Protection Regulation), the Customer has the right to access, correct, or delete all of his or her personal data or object to its processing, as well as the right to data portability; these rights may be exercised at any time by contacting the following address by postal mail along with proof of identification:
Dubos Frères & Cie
A simplified joint stock company with 1,451,450 Euros in capital
Headquarters: 24-26 cours Xavier Arnozan - 33000 Bordeaux
459 201 588 RCS BORDEAUX
Mr François-Xavier Maillet
Tel : 33 (0)5 56 00 83 60- Email : dubos^dubos^com
Complete proof of identity must be provided along with the request. Dubos undertakes to comply with Customer requests in this regard within one month of receipt.
ARTICLE 11 - INTELLECTUAL PROPERTY
All technical documents, products and photographs provided to the Customer are the exclusive property of Dubos, sole holder of the intellectual property rights on these documents, and must be returned to Dubos upon request.
The Customer undertakes to not make any use of these documents likely to infringe Dubos' industrial or intellectual property rights and undertakes to not disclose them to any third party. Any reproduction of this content in whole or in part (and in particular of all the trademarks registered by Dubos) is strictly prohibited and may constitute an act of criminal infringement.
In addition, Dubos is and shall remain the owner of all intellectual property rights to the photographs, presentations, studies, drawings, models, or container designs for the Products, etc. that may be developed in view of supplying the Products to the Customer. The Customer shall therefore refrain from any reproduction or use of said studies, drawings, models or container designs, etc., without express prior authorization from Dubos in writing
ARTICLE 12 - FORCE MAJEURE
It is expressly agreed that Dubos shall not be held liable if the non-performance or delayed performance of its obligation to deliver is imputable to a force majeure event. Force majeure refers to any event outside Dubos' control rendering delivery of the Product significantly more onerous than it would have been under the circumstances prevailing when the order was made.
Upon becoming aware of such event, Dubos shall immediately notify the Customer that it will be impossible for it to perform its service within the agreed time limits, and shall provide evidence. The Customer fully accepts that a suspension of the obligation to deliver shall not in any case incur any liability for non-performance of the obligation in question, nor entitle the Customer to damages or penalties for delay.
Performance of the obligation shall be suspended for the entire duration of the force majeure event if it is temporary, and shall not exceed one month in total. Consequently, as soon as the cause of the suspension of the obligation has disappeared, Dubos will make every effort to resume normal compliance with its obligation to deliver the Products as quickly as possible.
If the impediment exceeds a period of one month compared to the initially agreed delivery date, the Customer may submit a request to cancel the sale of the Products in question in writing (registered mail, electronic mail or fax), indicating the intention to terminate the sales contract.
ARTICLE 13 - CONTRACT TERMINATION
If either party fails to comply with its obligations under the various articles of these GTS, the contract may be rescinded at the injured party's discretion.
It is expressly understood that such termination for a given party's failure to comply with its obligations will occur automatically once formal notice to comply has remained ineffective for one month. Said formal notice must be served by certified mail with delivery confirmation, or by any extrajudicial writ. This formal notice must include mention of the intent to implement the provisions of this clause.
As a result of this termination, any advance payments that may have been made by the Customer will be refunded. Dubos reserves the right to request the return of any products already delivered and to demand payment for any damages.
ARTICLE 14 - APPLICABLE LAW - LANGUAGE
Sales made by Dubos governed by and subject to French law. These GTS are written in French. If they are translated into one or more other foreign languages, only the French text shall prevail in the event of a dispute.
ARTICLE 15 - DISPUTES
Any dispute relating to sales made to the Customer by Dubos shall be heard exclusively by the Commercial Court of Bordeaux.