GVB WINE - General Terms and Conditions of Brokerage and Trading of Wines and Spirits

Article 1 – Subject and scope

These general terms and conditions (hereinafter the “General Terms”) aim to define the terms and conditions under which GVB WINE, engaged in the brokerage and resale of wines and spirits, provides its services and sells its products to professional clients and private consumers.

In accordance with the provisions of Article L.3342-1 of the Public Health Code, the sale of alcohol to minors under eighteen (18) years of age is prohibited. Thus, any natural person placing an order with GVB WINE or using its services undertakes to be eighteen (18) years of age or over at the date of the order.

The General Terms apply to any brokerage transaction between producers or sellers and buyers, as well as to any sale of wines, spirits, and associated products carried out by GVB WINE, whether as a wholesaler or retailer, in-store, by mail order, or via a website or e-commerce platform.

By placing an order or accepting a proposal from GVB WINE, the client acknowledges having read these General Terms and accepts them without reservation. Specific terms and conditions may supplement or amend these General Terms; in case of contradiction, the specific terms and conditions shall prevail.

Article 2 – Status of GVB WINE Company – Brokerage and resale

GVB WINE Company engages in both the resale of wines and spirits and, where applicable, brokerage activities consisting of connecting producers or sellers with buyers for the conclusion of sales contracts.

When GVB WINE acts as an intermediary, it acts as an agent or independent broker, without being a party to the sales contract for wines and spirits concluded between the seller and the buyer, unless expressly stipulated otherwise. GVB WINE is then remunerated by a brokerage fee or commission, the terms of which are set out in the specific terms and conditions.

When GVB WINE acts as a seller, it purchases wines and spirits for its own account and resells them to professional or private clients. It then bears the obligations associated with the status of seller under general sales law, subject to the limitations and stipulations provided for in these General Terms.

For ease of reading, the term “Client” is used when GVB WINE acts as an intermediary to designate the party requesting its services, whether it be the seller or the buyer.

The term “Buyer” is used when GVB WINE acts as an intermediary or reseller to designate the party wishing to acquire the item sold.

The term “Supplier” is used when GVB WINE acts as an intermediary to designate the party providing the product.

Article 3 – Products and services offered

GVB WINE may offer, in particular, the wholesale and retail sale of wines, sparkling wines, liqueurs, spirits, wine-based aperitifs, wine-based drinks, wine-based cocktails, and other alcoholic beverages, as well as, where applicable, non-alcoholic beverages, particularly natural mineral waters. It may also offer subscription boxes containing wine, as well as accessories and equipment related to wine and spirits (such as capsule cutters, sommelier knives, thermometers, electric wine cellars, wine racks, packaging and bottling materials, etc.).

The products offered are described in the catalogues, commercial offers, or product sheets provided to the client. Illustrations and descriptions are indicative and only bind GVB WINE to the extent of the essential characteristics mentioned as such in the contractual documents.

Article 4 – Orders

All orders must be placed in writing, electronically, or using the interfaces provided. The order must identify the desired products and services, quantities, price or methods of price determination, delivery or execution deadlines, and, where applicable, payment terms.

The order only binds GVB WINE after written or electronic confirmation from it, possibly conditional on payment of a deposit, provision of sufficient guarantees, or verification of the client's or buyer's solvency. GVB WINE reserves the right to refuse or condition an order in case of prior payment difficulties, identified financial risks, non-compliance by the client or buyer with its contractual obligations, or incompatibility of the request with current regulations.

Any modification to an order requested by the client, or the supplier when GVB WINE acts as an intermediary, after acceptance by GVB WINE is subject to its express agreement and may result in an adjustment of the price and deadlines.

To the extent that the Products sold by GVB WINE or its intermediary are rare products, the sale of which is sometimes concluded when the product is not yet bottled, the Client or Buyer expressly acknowledges being informed that the time between placing the Order and the delivery of the Product may be particularly long. An estimate of this period may be provided for purely indicative purposes.

Article 5 – Order cancellation

In the event of cancellation by the client or Buyer of a finalised order, any deposit paid upon ordering will be automatically acquired by GVB WINE. In the absence of a deposit, the Client or Buyer shall pay GVB WINE compensation corresponding to 20% of the agreed sale price between the parties, representing the product being held.

Article 6 – Prices, discounts, and financial terms

The applicable prices are those in effect on the day the order is placed.

They are understood as “ex-cellar”, with transport being the responsibility of the buyer, unless otherwise agreed by GVB WINE.

Unless otherwise agreed between the parties, payment is made upon ordering by the client or buyer. If a payment term is granted, no discount will be given for early payment.

Any payment made after the due date shown on the invoice will incur late payment penalties equal to three times the legal interest rate. These penalties are due without prior notice. Furthermore, all debt recovery costs will be borne by the client or buyer.

In accordance with legal provisions, any professional who is late in payment will owe the creditor a flat fee of €40 for recovery costs. However, if the recovery costs exceed the amount of this fee, the creditor may request additional compensation, with justification.

Article 7 – Right of Withdrawal

If the buyer is a professional
No right of withdrawal is granted to them.

If the buyer is a private consumer
In the case of a sale concluded remotely or off-premises, the buyer has a period of 14 days from the conclusion of the contract when GVB WINE acts as an intermediary and from the day of receipt of the products when GVB WINE acts as a reseller, to withdraw without reasons or justification. They may use the attached withdrawal form or state their withdrawal in writing.

When GVB WINE acts as a seller, it will then refund the buyer for all payments received, upon receipt of the returned goods.

When GVB WINE acts as an intermediary, the supplier will then refund the consumer for all payments received, upon receipt of the returned goods.

In any event, this refund will not incur any costs for the customer.

If, at the time of withdrawal, the buyer has received the bottles, they must return them to the winery's address without undue delay, and at the latest fourteen days after their notification of withdrawal. This deadline is deemed to be met if the goods are sent back before the expiry of the fourteen-day period.

The direct costs of returning the goods are borne by the buyer.

The buyer's liability may be incurred in the event of depreciation of the products resulting from handling other than that necessary to establish the nature, characteristics and proper functioning of these products.

If the sale was concluded at a fair or exhibition
The buyer has no right of withdrawal.

Article 8 – Retention of Title

The seller (whether GVB WINE or the seller when GVB WINE acts as an intermediary) retains ownership of the products sold until full payment of the price by the buyer, in principal and accessories.

Article 9 – Delivery and receipt of products

A notice of availability will be issued to the Buyer. The place of availability will be indicated by GVB WINE to the buyer. The delivery of the Products is carried out by the Buyer at their own risk. Consequently, the subscription of any transport insurance is their responsibility.

The Buyer undertakes to carry out or have the products delivered under optimal transport conditions to avoid altering the product (temperature, packaging, light) and generally under conditions compliant with the transport of foodstuffs.

Similarly, the buyer undertakes to comply with the local regulations applicable to the place of importation of the Products, concerning the importation, consumption or resale of the said Products.

The Buyer will take delivery of the Products at the place of availability. This period of availability is 45 days unless a longer period is granted by GVB WINE or the supplier.

The collection of the Products constitutes receipt and acceptance thereof by the Buyer. In the absence of express reservations made by the Buyer at the time of availability, the delivered products will be deemed to be compliant in quantity and quality with the order.

When GVB WINE acts as an intermediary, the Supplier will replace, as soon as possible and at its own expense, any products delivered whose non-conformity has been duly proven by the Buyer.

No returns or subsequent exchanges of Products are accepted. It is the Buyer's responsibility to obtain, by their own means, all necessary authorisations and all indispensable documents for the transport of their goods within the framework of intra-community operations or exports.

Risks are transferred to the Buyer upon collection or delivery of the Products. The Buyer undertakes to verify the conformity of the Products and to make, under their responsibility, all necessary and useful declarations to the administrations (particularly fiscal and customs) if the Products are intended for delivery within the community or for export.

Article 10 – Transfer of ownership - Transfer of risks

In accordance with the provisions of Article 8, the transfer of ownership of the Products to the Buyer will only be carried out after full payment of the price by the latter, regardless of the date of delivery of the said Products.

The transfer to the buyer of the risks of loss and deterioration will be carried out upon acceptance of the order by the supplier, or directly by GVB WINE when the latter acts as a reseller, materialising the agreement of the parties on the item and the price, independently of the transfer of ownership, and regardless of the date of payment and delivery of the products.

Article 11 – Supplier's liability - Warranty

When GVB WINE acts as an intermediary, the products are guaranteed in accordance with legal requirements, particularly for conformity and hidden defects, by the supplier and according to their own conditions.

In any event, any warranty is excluded in case of misuse, negligence or lack of maintenance on the part of the buyer, as well as in case of normal wear and tear of the Product or force majeure.

Finally, the warranty cannot apply if the Products have been used abnormally, or have been employed in conditions different from those for which they were produced.

It also does not apply in the case of deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Product.

Article 12 – Intellectual Property

GVB WINE retains all industrial and intellectual property rights relating to the Products, photos, videos and technical documentation, which may not be communicated or executed without its written authorisation.

Article 13 – Liability

When GVB WINE acts as a seller, it is responsible for the conformity of the products sold to the contractual stipulations and, where applicable, to the legal obligations applicable to it in this capacity. Its liability cannot be engaged in case of improper storage or use of wines and spirits by the buyer, or in case of deterioration attributable to the customer after the transfer of risks.

As part of its intermediation activity, GVB WINE undertakes to make reasonable efforts, in accordance with professional practice, to connect the parties and facilitate the conclusion of contracts. It is only bound, unless otherwise stipulated, by an obligation of means and cannot be held liable for the non-performance or poor performance by the parties of the contracts they conclude with each other. The Supplier is required to supply Products that conform to its confirmation. GVB WINE will do its utmost to ensure that these are, where applicable, replaced by an equivalent or better quality product.

In any event, the liability of GVB WINE is limited, under the conditions authorised by law, to a maximum amount corresponding to the remuneration received for the transaction or service in question, except in cases of gross negligence or wilful misconduct.

Article 14 – Consumer Cases - Consumer Mediator

In accordance with Article L. 612-1 of the French Consumer Code, “every consumer has the right to free access to a consumer mediator for the amicable resolution of any dispute with a professional”.

This applies to national and cross-border contractual disputes concerning the performance of a sales contract or the provision of a service, between a consumer and a professional.

For any difficulties, we invite you to contact GVB WINE as a priority.

Within one year of your request to our company, you may have the dispute examined by a consumer mediator, whose contact details are provided below: CM2C, Association Loi 1901 – Siren 831213871 – 49 Rue de Ponthieu, 75008 Paris - telephone: 01 89 47 00 14.

Article 15 – Professional Client Cases – Resale Conditions

The professional client acknowledges being informed that the Products may be subject to a resale prohibition under certain conditions, whether it be a prohibition on a territory or a method of marketing, conditions which may be imposed either directly by the supplier or by GVB WINE.

Article 16 – Insurance

GVB WINE holds a civil liability insurance policy subscribed with AXA ASSURANCE – Agency 4 Rue Eugene Spuller, 21200 Beaune.

Article 17 – Termination of Contract

The party suffering from the default may, notwithstanding clause 14, in the event of a sufficiently serious breach of any of the obligations incumbent upon the other Party, notify the defaulting Party, by registered letter with acknowledgment of receipt or any other means compatible with the rules of evidence, of the termination for fault of these presents, fifteen (15) days after the sending of a formal notice that has remained unsuccessful.

In any event, the injured party may seek damages in court.

Article 18 - Complaints and Disputes

The contractual relations of GVB WINE are subject to French law.

Any complaint relating to an intermediation, sales or service operation must be sent to GVB WINE, in writing or by any means that preserves a durable record. GVB WINE endeavours to process complaints as quickly as possible, seeking an amicable solution where possible.

In the event of a dispute relating to the contractual relations between GVB WINE and a professional client, the parties will endeavour to find an amicable solution before any legal proceedings. In the absence of an amicable agreement within a reasonable period, the dispute will be submitted to the jurisdiction of the courts of the registered office of GVB WINE, unless mandatory public order provisions or a specific jurisdiction clause apply.

For disputes involving a consumer, mandatory territorial jurisdiction rules apply.

Article 19 – Personal Data and Confidentiality

When GVB WINE collects and processes personal data of customers, prospects or their representatives, it does so in compliance with applicable data protection regulations.

In accordance with the current provisions of the French Data Protection Act of 6 January 1978 and, from 25 May 2018, with those of European Regulation No. 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, you have the right to access, rectify, port and erase your data, or to limit the processing of said data.

You may also, for legitimate reasons, object to the processing of your data. To exercise your rights, you can contact our wine estate by post or email.

You may lodge a complaint with the CNIL if you consider that the processing of personal data concerning you constitutes a violation of the regulations. If you wish to obtain further information on your rights, and more particularly on this last right, please visit the website of the National Commission for Information Technology and Civil Liberties.

The parties also undertake to treat as confidential any information of an economic, commercial, technical or strategic nature obtained within the framework of their relations, unless such information is already public, has been lawfully obtained from a third party not bound by an obligation of confidentiality, or must be disclosed by virtue of a legal obligation or a court decision.

Article 20 – Duration, Modification and Enforceability of the General Terms and Conditions

These General Terms and Conditions are applicable for the entire duration of GVB WINE’s activity, subject to any modifications that may be made to them. The applicable version is the one in force on the date of conclusion of the contract or acceptance of the order by the customer.

GVB WINE reserves the right to modify the General Terms and Conditions at any time, in compliance with the rules regarding their communication to professional clients as provided for in Articles L441-1 and L441-1-2 of the French Commercial Code. Modifications do not apply to operations already concluded, unless expressly agreed by the parties.

The fact that GVB WINE does not invoke any of the provisions of these General Terms and Conditions at a given time shall not be interpreted as a waiver of its right to invoke that provision subsequently.

Article 21 – Language

These terms are drafted in French and may, for better understanding, be translated into several languages. In case of interpretation, only the French version shall prevail.