ARTICLE 1- PURPOSE AND SCOPE

The present general terms and conditions of the company "Saint Maur Diffusion", otherwise referred to as the seller, apply by operation of law to all its sales to any customer located on French territory, excluding French overseas departments and territories, from 01/01/2024. They are inseparable from the "Saint Maur Diffusion" price list. They cancel and replace all previous provisions of the seller. Any order implies the customer's unreserved acceptance of and adherence to these general terms and conditions, which take precedence over all other stipulations, in particular any conditions of purchase or order, unless otherwise agreed in advance and in writing by the seller. All documents other than these general terms and conditions, in particular catalogues, prospectuses and advertisements, are for information purposes only. The customer expressly acknowledges that these general terms and conditions have been communicated to him/her for the purpose of drawing up the order, in accordance with article L.441 - 6 of the French Commercial Code.

ARTICLE 2 - ORDERS - QUOTATIONS

Orders sent by the customer to the company "Saint Maur Diffusion" or to its representative are binding on the purchaser from the time the order is placed. Once the order has been received, the customer may only partially or fully cancel the order after having received the seller's written agreement. If the customer cancels the order in whole or in part without the seller's agreement, the seller may demand, at its discretion, either performance of the contract and payment of the price, or payment of compensatory damages assessed at 20 % of the order, with the buyer acknowledging that this compensation corresponds to fair compensation for the loss caused by its cancellation. If the customer places an order without having paid in full for its previous orders, the seller reserves the right not to execute it, without the customer being able to object or claim any prejudice whatsoever.

If a product ordered is permanently out of stock, "Saint Maur Diffusion" will inform the customer as soon as possible and offer various alternatives:

- Replacement by the next vintage or by an equivalent product at the price of the price list in force at the time the order was placed.

- Refund of unavailable products if the order has been paid for, or partial cancellation of the order for unavailable products.

In the event of a temporary shortage, the buyer will be offered to wait until the restocking date, which will be specified. If this offer is not accepted, the customer may ask for the order to be cancelled in its entirety.

ARTICLE 3 - PRICES

The prices are those of the "Saint Maur Diffusion" company price list. The applicable price is that in force on the day the order is placed, on the basis of the rates communicated to the customer. They may be revised in line with changes in material and energy costs with one month's notice. After this period, and unless expressly stated otherwise, the applicable price is that of the price list in force on the day of delivery. The amended price list will be communicated by the seller prior to delivery. Unless otherwise agreed, prices are exclusive of tax, taking into account the VAT applicable on the date of the order. Any change in the VAT rate may be reflected in the price of the products. Prices are inclusive of packaging and, except in special cases :

- Delivery of quantities less than those indicated in the price list, for which a flat-rate transport surcharge will be invoiced.

- Departure from EXWORK cellar.

Any pallets not returned will be invoiced to the customer in accordance with the price list.

ARTICLE 4- RIGHT OF WITHDRAWAL.

Pursuant to Article L 121 - 16 of the French Consumer Code, customers may exercise their right of withdrawal and return the product, at their own expense, to the seller's head office within 14 days of delivery, in perfect condition and in its original packaging, together with the original invoice, for exchange or reimbursement of an amount corresponding to the value of the returned product plus the initial shipping costs. The exercise of the right of withdrawal by the customer requires notification of his/her decision to withdraw before the expiry of the withdrawal period by means of an unambiguous statement either by e-mail or by registered letter with acknowledgement of receipt.

ARTICLE 5 - DISCOUNTS, REBATES AND DISCOUNTS.

Discounts, rebates or discounts are not granted unless otherwise agreed with the customer, taking into account the particular circumstances of the sale concerned. No discount for early payment.

ARTICLE 6 - TERMS OF PAYMENT

Unless otherwise agreed, all first orders, regardless of their value, must be paid for in full at the time the order is placed, before delivery. For all subsequent orders, the price is payable in full no later than 30 days end of month from the date of issue of the invoice. With the prior express consent of the seller, payment may be deferred to a maximum of 60 days net. Invoices are issued on the day on which the products are dispatched. Invoices are payable by cheque, direct draft, cash, credit card, direct debit or bank transfer to the seller's address in Cogolin (bank details shown on the invoice). Only the actual cashing of cheques, bank transfers, bank cards, cash or bills of exchange shall constitute payment within the meaning of this article.

ARTICLE 7 - DEFAULT OR LATE PAYMENT

In accordance with Article L 441-6 of the French Commercial Code, any sum not paid by the due date shown on the invoice shall automatically incur late payment penalties, without prior notice, from the day following the payment date shown on the invoice.

They are calculated on the amount of unpaid sums including VAT, by applying a rate equal to 1.3% (monthly rate). In any event, payments received will be deducted from the oldest deliveries made to the customer. In the event of late payment, the seller reserves the right at any time to suspend or cancel the delivery of orders in progress.

Any debtor who pays even part of an invoice after the expiry of the payment period shall also pay the seller, independently of the late payment penalties, a fixed indemnity to compensate for collection costs of 40 euros per invoice as stipulated in article D 441-5 of the French Commercial Code; this amount shall be updated automatically in accordance with the amendments to this regulatory provision made pursuant to article L 411-10 of the French Commercial Code.

ARTICLE 8 - RETENTION OF TITLE CLAUSE

In accordance with Law 80-335 of 12 May 1980, the seller retains ownership of the products delivered, wherever they may be, until full and effective payment of the price by the customer, in principal and interest, even if payment terms have been granted. This retention of title does not preclude the provisions of these general terms and conditions relating to the transfer of risks that may arise from or cause the products sold. The professional customer is authorised to resell the goods delivered in the normal course of business. However, they may not pledge them or transfer ownership of them by way of guarantee. In the event of resale to a professional, the customer undertakes to communicate the name(s) of the buyer(s) to the seller.

In the event of implementation of the present retention of title clause, the return of any products delivered shall be at the expense and risk of the defaulting customer. In the event of insolvency proceedings and the implementation of the action for recovery under this clause, the return of even part of the stock in kind shall be offset against the seller's claim for payment of the price of the products sold in accordance with the price list in force on the date of delivery. Thus, the customer expressly declares that it accepts, as a priority, payment by set-off against all or part of the debt owed to the seller.

In the event of resale of the products sold before full payment has been made, the customer undertakes to inform his own customer of the application of this retention of title clause.

ARTICLE 9 - RESALE

Except with the express agreement of the seller, the customer agrees not to resell the products sold by Saint Maur Diffusion to companies and/or shops in the mass distribution sector (GD) or outside mainland France.

In the event of resale to private individuals, the customer will endeavour to follow the seller's instructions concerning the RECOMMENDED SELLING PRICE indicated on the price list that will have been communicated to him.

ARTICLE 10 - CANCELLATION CLAUSE - PENALTY CLAUSE

If the customer fails to pay the full price on the due date, the creditor will send the debtor formal notice by registered letter with acknowledgement of receipt. If the debtor fails to fulfil its obligation within fifteen days of the formal notice being sent, the contract will be terminated ipso jure; the seller may then request the return of the products in accordance with the retention of title clause. In this case, the products will be returned at the expense and risk of the defaulting customer. If the contract is cancelled, the seller may also claim the application of the above penalty clause, without prejudice to any other damages.

ARTICLE 11 - DELIVERY

Orders can be fulfilled within 8 working days of receipt of the order, unless technical unavailability. These lead times are given as an indication only, and any delays do not give the customer the right to cancel the sale, refuse the goods or claim damages, if these delays do not exceed 30 days. Wines are mainly delivered in cartons of 3, 6 or 12 bottles, depending on the different formats requested. It is not possible to mix different products in a box. For cellar departures, our goods travel exclusively at the customer's risk.

ARTICLE 12 - FORCE MAJEURE

Force majeure in contractual matters occurs when an event beyond the debtor's control, which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, prevents the debtor from fulfilling his obligation. In the event of force majeure within the meaning of the law, the seller is released from its obligation to deliver and undertakes to reimburse the customer for any sums paid in advance, on condition that the seller notifies the customer of its inability to perform its obligation and therefore to invoke force majeure, without the buyer being able to claim any damages or compensation whatsoever. Failing this, in the event of simple suspension of performance of the contract for more than 6 weeks, the buyer may request cancellation of the contract. With regard to the buyer, given the perfect nature of the sale from the moment the order is placed, the buyer may only invoke this before delivery, and it will be up to the buyer to prove that it is impossible to pay the price due to force majeure. In this case, the seller will no longer be obliged to deliver.

ARTICLE 13 - TRANSFER OF RISKS

Unless otherwise agreed, the transfer of risks on the products sold takes place when the products are handed over, either to the customer directly, or to the carrier in the case of EXWORK departure.

ARTICLE 14 - ACCEPTANCE - CONFORMITY - GUARANTEE

The wines sold are deemed to have been approved by the buyer when the order is placed.

The wines sold are covered by the legal guarantee of conformity set out in articles L217-4 et seq. of the French Consumer Code and the guarantee against hidden defects set out in articles 1641 et seq. of the French Civil Code.

On receipt of the order, the customer must check that the wine delivered conforms to the wine ordered and that there are no apparent defects (leaks, shortages, damage or breakage). In the event of damage or shortages, complaints about apparent defects or the non-conformity of the wine delivered with the wine ordered must be notified in writing on the carrier's receipt, which must be signed and dated by the customer. The customer is responsible for fully checking the pallet with the carrier.

In the case of corked wine, it will not be possible to replace the bottle without first receiving the offending bottle and cork.

All product returns must be the subject of a formal agreement between the seller and the customer. No returns will be accepted after a period of fifteen days following the delivery date. The seller will organise the return of the products and may request a financial contribution from the customer for transport. The seller will endeavour to provide the products to be returned in their original packaging. If the seller recognises a lack of conformity or an apparent defect in a product and notifies the customer within the aforementioned period, the product will be replaced or repaired, or the price refunded, at the seller's discretion, to the exclusion of any compensation whatsoever.

ARTICLE 15 - INTELLECTUAL PROPERTY

The drawings, illustrations, images, photographs and, more generally, all representations of the products on sale are purely figurative and non-contractual. Total or partial reproduction is strictly prohibited.

ARTICLE 16 - PROTECTION OF MINORS

In accordance with article L. 3342-1 of the French Public Health Code, the sale of alcoholic beverages to minors is prohibited. The Customer declares and undertakes to be at least 18 years of age on the date of the order.

ARTICLE 17 - HEALTH WARNING

Alcohol abuse is dangerous for your health, and should be consumed in moderation.

ARTICLE 18 - PROTECTION OF PERSONAL DATA

The buyer is hereby informed that the seller, as a Data Controller within the meaning of the European Data Protection Regulation (RGPD), processes personal data collected from the customer.

The legal basis for such processing is the legitimate interest pursued by the seller, the performance of pre-contractual or contractual measures, compliance with legal and regulatory obligations and the buyer's consent, through acceptance of these GTC.

This data may be communicated to the seller's service providers and subcontractors. It is not transferred to countries outside the European Union. Should this be the case, the buyer will be informed of this and of the measures taken to protect the security of the data.

It is kept by the seller for the time necessary for the operations for which it was collected and in compliance with the regulations in force. In this respect, the data collected is kept for the duration of the contractual relationship plus the duration of any guarantees, without prejudice to retention obligations (particularly for accounting purposes) or limitation periods.

The data controller is the seller. Customers have the right to access, rectify, question, oppose, port and delete their personal data. The purchaser may exercise these rights by writing to the seller at: chateausaintmaur@zannier.com or by post to : Saint Maur Diffusion - 535 Route de Collobrières - 83310 Cogolin . The buyer is hereby informed that the exercise of some of these rights may result in the seller being prevented from carrying out its mission in whole or in part. The buyer is informed that he/she has the right to lodge a complaint with the CNIL.

ARTICLE 19 - APPLICABLE LAW AND LANGUAGE

This contract is governed by French law.

ARTICLE 20 - DISPUTES - CONSUMER MEDIATION
In the event of a dispute between the Customer and the company, they shall endeavour to resolve it amicably (the Customer shall send a written complaint to the professional or, where appropriate, to the professional's Customer Relations Department).

In the absence of an amicable agreement or in the absence of a response from the professional within a reasonable period of one (1) month, the consumer Customer within the meaning of article L.133-4 of the French Consumer Code has the possibility of referring the matter, free of charge, if a disagreement remains, to the competent mediator registered on the list of mediators drawn up by the Commission d'évaluation et de contrôle de la médiation de la consommation pursuant to article L.615-1 of the French Consumer Code, namely :
The Professional Mediation Society
www.mediateur-consommation-smp.fr
24 rue Albert de Mun - 33000 Bordeaux

ARTICLE 21 - JURISDICTION CLAUSE

In the absence of an amicable agreement, and except where the customer is a non-professional, any dispute relating to the application of these terms and conditions of sale, their validity, interpretation, performance and, more generally, any dispute relating to the sale which is the subject of the contract, shall be brought before the FREJUS Commercial Court, even in the event of a warranty claim or multiple defendants.

ARTICLE 22 - FINAL PROVISIONS

Unless it is considered substantial and determining, the nullity of any of the provisions of these general terms and conditions of sale will not affect the validity of the sale, which will remain subject to the other conditions herein. The parties may then agree on another condition, by mutual agreement, or have recourse to the common law applicable to contracts.

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UNIQUE IDENTIFIER
In accordance with the regulations on extended producer responsibility, Saint Maur Diffusion is registered with an eco-organisation under the following Unique Identifier: FR205771_01GVZG.