ARTICLE 1-CONDITIONS OF APPLICATION
The purpose of the present general conditions of sale is to define the terms of execution and the conditions under which sales are concluded between the company Scev de Saint-Sauveur and its customers.
Unless expressly agreed otherwise in writing by Scev de Saint-Sauveur to its customers, its sales are always made under the conditions described below, which constitute the law of the parties and which prevail over any other document issued by the customer.
The provisions of the present conditions cannot be modified by contrary stipulations contained in the customer's general conditions of purchase or any other document without the express written agreement of the company Scev de Saint-Sauveur.
Consequently, the order and the acceptance by Scev de Saint-Sauveur of the order placed by its customer, implies the latter's unreserved acceptance of the present general conditions of sale, which the customer acknowledges being fully aware of and accepting in all their provisions.
The present general terms and conditions of sale apply in their entirety to all sales made after their communication to customers. They cancel and replace all previous provisions appearing on all documents of the company Scev de Saint-Sauveur.
ARTICLE 2 - ORDERS
Scev de Saint-Sauveur's salespeople or commercial agents do not have the power or capacity to commit Scev de Saint-Sauveur.
Any order placed by a customer with Scev de Saint-Sauveur or its commercial intermediaries will only become final in the event that Scev de Saint-Sauveur does not contest it. The sale will only be deemed to have been made after the expiry of the period of objection.
Orders shall be sent to the sales department of Scev de Saint-Sauveur by fax, telex, mail or e-mail and may be contested by Scev de Saint-Sauveur by the same means. Scev de Saint-Sauveur undertakes to contest orders placed within fifteen (15) days from the date of receipt of the order.
If the order is not contested within this period, the order will be considered accepted.
Scev de Saint-Sauveur reserves the right to reduce or refuse any order from the customer that is abnormal in terms of quantity, after having notified the customer in writing, without this giving the customer the right to any compensation or damages of any kind.
Likewise, Scev de Saint-Sauveur reserves the right to reduce or refuse any order from the customer, if any of its insurance companies refuse to cover the commercial risk inherent in the order placed by the customer, or if they exceed the coverage threshold, after having notified the customer in writing, without this giving the customer the right to any compensation or damages of any kind.
Any request to modify the composition or volume of an order placed by a customer can only be taken into account by Scev de Saint-Sauveur on the condition that the customer submits a request to Scev de Saint-Sauveur no later than forty-eight (48) hours after Scev de Saint-Sauveur receives the initial order.
An order that has not been contested by Scev de Saint-Sauveur under the conditions set out above may not be cancelled or postponed at a later date, unless Scev de Saint-Sauveur has given its express written consent.
The cancellation or postponement of an order not contested by Scev de Saint-Sauveur will result in the immediate payment of damages to Scev de Saint-Sauveur, the amount of which will be at least equal to the amount of the cancelled or postponed order, whatever the reason for the postponement or cancellation, any sum paid by the customer being retained by Scev de Saint-Sauveur to be applied to the damages owed.
ARTICLE 3-MODIFICATION OF PRODUCTS
As the products sold by Scev de Saint-Sauveur are subject to the rules applicable to Appellation d'Origine Contrôlée wines, they are by nature limited in quantity, so that Scev de Saint-Sauveur reserves the right, without this leading to the granting of any penalty or damages whatsoever to the customer, to modify the products offered to customers without prior notice, in particular in the event of exhaustion of stocks.
If a product is deleted after the customer has placed the order and before delivery, and if the customer does not wish to choose the product replacing the deleted product, the order will be automatically cancelled and any payments made by the customer will be refunded.
ARTICLE 4 - INTELLECTUAL PROPERTY
The trademarks affixed to the products sold by Scev de Saint-Sauveur are its exclusive property and may therefore not be executed or reproduced by any means whatsoever on any medium whatsoever without the express, prior and written authorisation of Scev de Saint-Sauveur and may not be the subject of any claim to intellectual property rights of any kind by the customer.
ARTICLE 5-DELIVERY AND DEADLINES
The delivery times indicated on the customer's orders are given for information purposes only.
However, the company Scev de Saint-Sauveur will endeavour to respect the deadlines indicated on the undisputed order.
Any overrun of the delivery deadlines cannot give rise to the payment by Scev de Saint-Sauveur to the customer concerned of any late penalty, indemnity or damages of any kind and cannot in any case justify the cancellation of the order or the refusal to deliver the products.
The delivery times indicated on any contractual document are always for products made available to the customer in the premises of the company SCEV DE SAINT-SAUVEUR ;
In the case of sales in Metropolitan France, delivery is deemed to have been made, unless otherwise stipulated, on the customer's premises and is understood to mean the actual delivery to the customer's premises.
In the case of international sales (outside the territory of Metropolitan France), it is specified that the sales of the company SCEV DE SAINT-SAUVEUR are carried out on request, according to the definition given by the carrier Géodis.
The products sold in Metropolitan France by the company SCEV DE SAINT-SAUVEUR travel at the risk of SCEV DE SAINT-SAUVEUR, except for express and written provisions to the contrary granted by the company SCEV DE SAINT-SAUVEUR.
In the case of international sales, the products sold by SCEV DE SAINT-SAUVEUR travel at the customer's risk, according to the conditions set by the Incoterms Ex-Works.
In the event that SCEV DE SAINT-SAUVEUR ensures the dispatch of the ordered products, this dispatch will be carried out in the customer's premises.
If, at its request, the delivery is made in any other place, the responsibility of the company SCEV DE SAINT-SAUVEUR will be released as soon as the delivery will have been carried out at the indicated address.
In the event of shortage or damage during transport, the customer must exercise his rights of recourse against the carrier within the legal time limits and forms in accordance with the provisions of articles L 133-3 and L 133-4 of the French Commercial Code.
If the customer has not acted against the carrier within the time limits and in the forms mentioned above, the company SCEV DE SAINT-SAUVEUR will be exonerated from all responsibility.
ARTICLE 7-RECEPTION, NON-CONFORMITY
The customer must imperatively check the number and condition of the products when removing them from the premises of the company SCEV DE SAINT-SAUVEUR or when receiving them in its premises.
In the event of lack of conformity or of missing or deteriorated products, any claim of whatever nature, concerning the products delivered, will only be accepted by the company SCEV DE SAINT-SAUVEUR if it is made by registered letter with acknowledgement of receipt within seven (7) days of the delivery date.
After this period of 7 days, the products will be deemed to be in conformity with what was ordered and no claim will be accepted by the company SCEV DE SAINT-SAUVEUR which will be released from any responsibility for the non-conformity, the number and the deterioration of the delivered products.
In the event of a complaint by the customer, the latter must provide all the justifications as to the reality of the defects of conformity or shortages or deterioration noted.
The customer must allow SCEV DE SAINT-SAUVEUR or any person duly authorised by it to carry out these checks and verifications.
After control by the company SCEV DE SAINT-SAUVEUR or its representative, if a defect of conformity or a lack is effectively noted by the company SCEV DE SAINT-SAUVEUR, the customer will be able to ask the company SCEV DE SAINT-SAUVEUR only for the replacement free of charge of the nonconforming or deteriorated articles and/or the supply of the complement of products to fill the lacks. Defects in conformity or shortages cannot in any case give rise to the payment of any costs, compensation, damages or interest of any kind to the customer.
Furthermore, any lack of conformity or shortage shall not under any circumstances justify the cancellation of the order. Any complaint made by the customer under the conditions and according to the methods described in this article does not suspend the obligation of payment by the customer for the products concerned.
ARTICLE 8 - PRICE AND PAYMENT
The prices appearing on the price lists, catalogues or any other document issued by the company SCEV DE SAINT-SAUVEUR are given only as an indication and without guarantee of duration.
The prices fixed by the company SCEV DE SAINT-SAUVEUR are those of the price list in force on the day of the reception of the order. The prices are net of any discount for the products made available to the customer in the premises of the company SCEV DE SAINT-SAUVEUR.
The prices indicated on the invoice are firm and are those in force on the date of receipt of the order.
The company SCEV DE SAINT-SAUVEUR reserves the right to modify at any time the price of its products, it being specified that in the event of variation of the applicable price will be that in force at the date of reception of the order.
The prices are for the number of products indicated in the order or the order confirmation; any variation in quantity after the confirmation of the order, will authorise the company SCEV DE SAINT-SAUVEUR to modify the invoice price, which is expressly accepted by the customer.
ARTICLE 9-PAYMENT TERMS
The delivery of the products triggers the invoicing.
The payment of the ordered products shall be made by any legally accepted means, the price being payable to the address indicated on the invoice. Payments made to third parties or intermediaries are made at the customer's risk.
The payment of the products sold by the company LE SCEV DE SAINT-SAUVEUR is made in accordance with the law, net and without discount, thirty (30) calendar days after the date of their delivery.
The price is payable net and without discount at the time of order for all first orders or in case of notorious financial difficulties or doubtful solvency of the customer.
In case of risk of insolvency of the customer, the company SCEV DE SAINT-SAUVEUR reserves the right to demand guarantees of payment, either, before the acceptance of the order, or between the date of acceptance of this one and the date of delivery. If the customer does not provide the requested guarantees of payment, the company SCEV DE SAINT-SAUVEUR can in the first case refuse the order and in the second case suspend or cancel it.
When the payment will take place by the creation of commercial bills which will have to be accepted by the customer, these will have to reach the company SCEV DE SAINT-SAUVEUR within a maximum period of eight days, failing which the company SCEV DE SAINT-SAUVEUR will have the right to demand the immediate payment of the totality of the price
ARTICLE 10-DEFAULT OF PAYMENT
Non-payment within the meaning of these general conditions of sale, means any sum not collected by the company SCEV DE SAINT-SAUVEUR on the due date provided for in the previous article.
In the event of total or partial non-payment of the price on the due date resulting from the period provided for in the present general terms of sale and appearing on the invoices, the client will be liable by operation of law for a late payment penalty equal to three times the legal interest rate in force on the due date for payment, it being specified that this penalty will only be payable after a letter of formal notice to proceed with the payment of the price has been sent without effect.
This penalty will be based on the totality of the price not paid on the due date and will run until the date of full payment of the price in principal, costs and accessories.
In the event of non-payment of a due date, all sums remaining due to the company SCEV DE SAINT-SAUVEUR will become immediately payable eight (8) days after the sending of a formal notice which has remained unsuccessful.
Furthermore, any payment incident will authorise the company SCEV DE SAINT-SAUVEUR to suspend by right the execution of all orders in progress without the customer being able to claim any damages or indemnities of any kind.
The customer will have to reimburse the company SCEV DE SAINT-SAUVEUR for all the expenses caused by the recovery of the unpaid sums including a fixed compensation equal to 10 % of the amount of the sums remaining due without prejudice to all other damages and interests. The recourse to the obligation of guarantee of the company SCEV DE SAINT-SAUVEUR or any other complaint of any nature that the customer could be brought to formulate on the products sold by the company SCEV DE SAINT-SAUVEUR, in particular in the event of defect of conformity, does not make it possible under any pretext, to retain or delay the payments due.
Any compensation or deduction made unilaterally by the customers will be considered as a default of payment.
ARTICLE 11-GUARANTEES AND RESPONSIBILITIES
The company SCEV DE SAINT-SAUVEUR makes every effort to market products that are irreproachable both in terms of presentation and quality.
In order to preserve all their qualities, the company SCEV DE SAINT-SAUVEUR recommends that the customer transport or have the products transported in covered and closed vehicles so as to be protected against bad weather, the sun and shocks.
Similarly, the company SCEV DE SAINT-SAUVEUR recommends that customers store the products in a warehouse that allows for good conservation and in particular in a cool place (+10 to +14°) away from light, sun, frost and rain and without sudden temperature variations.
The responsibility of the company SCEV DE SAINT-SAUVEUR can in no way be engaged in the event that the products sold would have or would be stored in abnormal conditions or incompatible with their nature and in particular in the event of non respect by the customer of the conditions of transport and storage related above.
The company SCEV DE SAINT-SAUVEUR guarantees its products against any defect or fault in accordance with articles 1641 and following of the civil code.
If the customer considers that the products delivered by the company SCEV DE SAINT-SAUVEUR were marred by defects, or faults, he must notify the company SCEV DE SAINT-SAUVEUR without delay as from their discovery, by registered letter with acknowledgement of receipt, specifying the defects or faults marring the products and providing all the evidence as to the reality of these.
The customer must also allow the company SCEV DE SAINT-SAUVEUR to proceed with the observation of the alleged defects or faults, it being specified that these will only be taken in charge by the company SCEV DE SAINT-SAUVEUR as part of its guarantee if they have been observed and proven by the company SCEV DE SAINT-SAUVEUR.
To this end, the company SCEV DE SAINT-SAUVEUR may either visit the customer's premises, or ask the customer to return the defective products or those with a defect free of charge.
If, after examination by the company SCEV DE SAINT-SAUVEUR, it turns out that the products were indeed marred by defects or faults, then the company SCEV DE SAINT-SAUVEUR will undertake to replace them free of charge.
The guarantee of the company SCEV DE SAINT-SAUVEUR is strictly limited to the obligation to replace the defective products or products with defects and it is expressly specified that the company SCEV DE SAINT-SAUVEUR will not be held to any compensation of any kind towards the customer for any prejudice of any kind and to any payment of any expenses due to the defects or the defects of the products sold by it.
If, after examination by the company SCEV DE SAINT-SAUVEUR, it turns out that the products were not in fact marred by defects or faults, then the guarantee of the company SCEV DE SAINT-SAUVEUR cannot be applied.
In the event of disagreement between the parties on the existence of the defects or faults alleged by the customer, the latter shall, in the absence of an amicable agreement between the parties, refer the matter to the competent court for a ruling on the dispute between the parties.
Finally, it is expressly recognised and accepted by the customer that the guarantee of the company SCEV DE SAINT-SAUVEUR will also be excluded if the alleged defects or faults were in reality faults of conformity which should have given rise on the part of the customer to the initiation of an action according to the provisions of article 7 of the present general conditions of sale.
ARTICLE 12-FORCE MAJEURE
The company SCEV DE SAINT-SAUVEUR may be released from all or part of its obligations without being able to claim damages if there are fortuitous events or force majeure preventing or delaying either the production or delivery of the products or some of their elements.
The following in particular shall be considered as cases of force majeure fires, floods, serious accidents involving equipment or tools, mobilisation, war, epidemics, transport interruptions, shortage of raw materials, changes in customs or quota regulations, strikes, whether total or partial within SCEV DE SAINT-SAUVEUR or its suppliers, exhaustion of product stock and, more generally, any cause beyond the control of the company SCEV DE SAINT-SAUVEUR
In the event of a case of force majeure, the company SCEV DE SAINT-SAUVEUR undertakes to inform the customer in writing as soon as possible.
ARTICLE 13 - RETENTION OF TITLE CLAUSE
When the products sold are not fully paid for at the time of delivery, the company SCEV DE SAINT-SAUVEUR reserves ownership of them until full payment of the price in principal, costs and corresponding accessories.
The delivery of a bill of exchange or other document creating an obligation to pay does not constitute a payment within the meaning of this clause, payment being made only by the effective collection of the price by the company SCEV DE SAINT-SAUVEUR.
In the event of non-payment of the price eight days after a formal notice sent by registered letter with acknowledgement of receipt and remained unsuccessful, the sale will be automatically cancelled if the company SCEV DE SAINT-SAUVEUR sees fit, which may then request the return of the products without prejudice to any other damages.
The costs incurred by the return of the products will be borne by the customer, and the deposits paid will be retained by the company SCEV DE SAINT-SAUVEUR to cover its costs and to compensate it for the prejudice suffered, without prejudice to all its other rights or actions. The customer, who has custody of the products, undertakes to keep the products that have not been fully paid for in perfect condition, and to inform SCEV DE SAINT-SAUVEUR of the place where they have been handed over, and to keep them at its disposal.
The customer undertakes to allow the identification and reclamation of the products at any time, it being specified that the products in stock at the customer's premises are irrevocably deemed to be the unpaid products.
In the event of seizure, or any other intervention of a third party on the products, the customer will have imperatively to inform the company SCEV DE SAINT-SAUVEUR as soon as possible in order to allow him to oppose it and to preserve his rights.
The customer shall also refrain from pledging or transferring the ownership of products that have not been paid for in full by way of security.
The customer must insure the products against all risks, with a solvent insurance company, by informing the latter that in the event of a claim, the company SCEV DE SAINT-SAUVEUR will be subrogated in its claim in all the rights that the insured party could have vis-à-vis the insurer.
ARTICLE 14-CUSTOMER COMPLIANCE
The company SCEV DE SAINT-SAUVEUR reserves the right to interrupt the deliveries of the customers who would not respect, with regard to the sold products, the whole of the legislative and lawful provisions inherent in the Economic law and in particular as regards the resale at loss.
The fact that the company SCEV DE SAINT-SAUVEUR does not avail itself at a given moment of any of the clauses of the present document cannot be considered as a renunciation to avail itself of these same clauses at a later date.
ARTICLE 16-JURISDICTION AND APPLICABLE LAW
By express agreement between the parties, the Commercial Court of REIMS will have sole jurisdiction for all disputes or procedures related to the formation, execution or interpretation of these general conditions of sale and for all sales operations of the company SCEV DE SAINT-SAUVEUR, whether it is a main request, a call for guarantee or forced intervention, even in case of multiple defendants.
The present general terms and conditions of sale are subject to French law in the context of international or Community sales, which is expressly accepted by the customer. The present general terms and conditions of sale must therefore be executed and interpreted in application of French Law and according to the French language.
ARTICLE 17 - ELECTION OF DOMICILE
The company SCEV DE SAINT-SAUVEUR, has its registered office at 56 Rue du Mont Chenil, 51130 Blancs-Coteaux
Our unique identification number issued by ADEME, in accordance with the provisions of the AGEC Act, is as follows
National of the Champagne Committee - SIRET 78038582900012
Holder of the unique identifier FR24617_01QEKR
All correspondence concerning sales made by the company SCEV DE SAINT-SAUVEUR must be sent to the above address in order to be opposable to the company SCEV DE SAINT-SAUVEUR.