LEGAL INFORMATIONS :
- Business name : BRUANT DISTRIBUTION S.A.R.L
- Activity: Wholesale of alcohol, wine and champagne
- Share Capital : 400.000,00 Euros
- Registered office address : 21 rue Nationale 45140 Ormes (France)
- Warehouse and sales department address : 12 rue des Valettes 45140 Ingré (France)
- Year of creation : 1877. 5th Generation
- E-mail: export@bruant-distribution.fr
- Phone number: +33 (0)2 38 74 95 47
- Trade and companies register of Orléans : B 791 305 113
- SIRET: 79130511300015
- A.P.E Code: 4725Z
- VAT Number: FR 13791305113
- Excise tax number : FR 019003E1876
- Website hosting : Planet Work, 231 rue Saint Honoré, 75001 Paris (France).
Article 1 : Application of these general conditions of export sale
1.1. Purpose and scope of application
The present general conditions of export sale (the « GCES ») of the company BRUANT DISTRIBUTION S.à r.l. (hereafter the « Seller ») intend to define the terms and conditions applicable to contracts relating to the sale of products (hereafter the « Products ») entered between the Seller, acting as a professional seller and its customers located outside of France, acting as professional buyers (hereafter the « Buyer »). These GCES are automatically made available to the Buyer on the homepage of the portal bruant-wineandspirits.com (the « Portal »).
1.2. Conditions of application
Any order or pre-order of Products implies and irrevocably expresses the Buyer’s acceptance of the Sellers’s commercial offer and of the present GCES of the Seller. Any modification or derogation to these GCES shall be subject to the prior written agreement of the Seller in a document entitled « Special Conditions » issued by the Seller.
Any modification or derogation to these GCES shall only apply to the order in question, and the Buyer shall not be able to rely upon such modification or derogation for any future orders.
These GCES shall prevail over any other conditions of purchase of the Buyer. In the event a provision of these GCES is found to be void by a judicial, arbitral or administrative decision, the validity of the remaining provisions shall not be affected.
The Seller’s failure to exercise or enforce any right under these GCES shall not be construed by the Buyer as a modification of these GCSE or as a renunciation, even implicit, of the right to exercise or enforce such right in the future.
These GCES shall constitute the legal basis of the contractual relations between the Buyer and the Seller and shall prevail over any other document of the Buyer, and namely over any general conditions of purchase, unless expressly agreed otherwise by the Seller.
Any other document than the present GCES, and in particular catalogs, prospectuses, advertisements, notices, shall merely have an informative and indicative value, not a contractual one.
The Products sold on the Seller's Portal are exclusively intended for professionals. The present GCEE may be modified at any time.
The sale of alcohol to minors under the age of eighteen (18) years being prohibited, the Buyer confirms, by filling out the order form (or by validating his pre-order), being over eighteen (18) years old at the date of any order of wines and spirits, and to market or distribute the purchased Products only in compliance with such regulation.
Article 2 : PRODUCTS
2.1. All offers of the Seller are subject to availability and are non-binding unless sold in the meantime.
2.2. In the event that one or more Products ordered are unavailable during the preparation of the order, the unavailable Products shall be removed from the order and shall not be charged to the Buyer. In case of unavailability of all the Products ordered, the Seller may cancel the order, and will inform the Buyer by e-mail.
2.3. The Buyer is responsible for the introduction of the Products into the country of destination and guarantees compliance with the applicable legislation. The Buyer is further responsible for the nature and quantities of Products ordered, having regard to the maximum quantities the Buyer is authorized to receive or store. The Seller declines any and all responsibility in the event that a Product does not comply with the legislation applicable in the recipient country.
Article 3 : Methods of order and payment
3.1. Customer area (Portal)
The Buyer can decide to place an order by clicking on the "Order" tab.
If the Buyer is not connected to his/her customer area, s/he is offered to do so.
If the Buyer does not have an account, s/he can create an account, by filling in blanks relating to the identification of the company, the contact and by adhering to these GCES.
The Buyer agrees that the prices are established for exportations, ex warehouse France, excluding value added tax ("VAT"), excluding excise duties.
In any event, and in the event the Buyer has not created a customer account, the Buyer undertakes to provide sincere and accurate information concerning the identification of the company, its civil status and its contact information, including its e-mail address when ordering.
3.2. Online order taking
In order to place an order on the Portal, the Buyer chooses the Products s/he wishes to order by clicking on the « Add to cart » box. The chosen Products are then listed in the « Basket » tab.
Any order automatically implies the acceptance by the Buyer of the present general conditions of export sale. Pre-orders and orders can be placed either by e-mail to the following address: export@bruant-distribution.fr, or via the online ordering portal at the following address bruant-wineandspirits.com.
Once the pre-order is received by the Seller, a proforma invoice shall be sent to the Buyer.
Once the proforma invoice confirmed, the Seller shall proceed with the preparation of the order which shall be picked up by the carrier.
3.3. Acceptance and modification of the order
Any order firmly and irrevocably commits the Buyer and may only be modified or cancelled with the express written consent of the Seller. The order is deemed accepted from the date of the confirmation sent by the Seller. The Seller shall only be bound by the orders received subject to written confirmation by the Seller, which may also result at the latest from the provision of the Products.
Each order is independent, and the Buyer may not rely on a defect in one order to refuse payment for another one.
If an order is abnormal, including financial risk, or comes from a Buyer who has not fulfilled any and all obligations arising from previous businesses, or who has undertaken a conduct contrary to trade practice, Seller reserves the right to refuse such order, or, at its discretion, to make such order subject to special terms. In such a case, the Seller must avoid production fluctuations and guarantee the regularity of its logistic flows. Similarly, repeated orders, at close dates, for Products that are out of stock will be considered as having been placed in bad faith.
Article 4 : PAYMENTS
4.1. Prices
Prices are expressed in « Euro » and are displayed excluding costs, duties and taxes "Ex works". The price indicated on the Product tags does not include shipping costs.
Payment of the price is due in Euros.
The total amount due indicated in the order confirmation by the Seller is the final price to be paid (excluding tax and excise duty). The electronic administrative transport document (called hereinafter « EAD ») must be cleared within seventy-two (72) hours following the receipt of the goods. If the EAD is not cleared within seventy-two (72) hours, the Seller reserves the right to charge the Buyer with the excise duties.
If Buyer's local currency differs from the currency in which the prices appear, the Buyer's bank shall apply the exchange rate in effect on the date of purchase. Different exchange rates and/or additional charges applied by Buyer's bank for international payments are beyond the Seller's control.
Delivery costs depend on the destination and are indicated when choosing a delivery method. Consequently, if the Buyer changes the place of delivery, the total price of his order is likely to evolve.
The current prices are those displayed on the Portal at the time of the order. The Seller reserves the right to modify the price of the Products on the Portal at any time. In the event an invoice is being partially challenged, the Buyer shall not defer payment of the unchallenged part of the invoice.
4.2. Terms of payment
The payment of the Products is performed by wire transfer, prior to their collection. An invoice shall be issued by the Seller and sent to the Buyer by e-mail.
The payment dates contractually agreed upon cannot be unilaterally questioned by the Buyer under any pretext whatsoever, including in case of dispute.
Payment of an order must be made in full before shipping. Invoices are issued upon receipt of payment and are sent by e-mail in one copy to the Buyer and to the billing e-mail address as mentioned on the order form.
All requests or complaints relating to invoices must be addressed within ten (10) days following the date of issue of the invoice.
4.3. Late payment
According to article L.441-10 of the French commercial Code, any late payment shall automatically render payable, as of the first day following the date of payment appearing on the invoice: (i) late payment penalties, determined by the application of the refinancing rate of the European Central Bank increased by ten (10) points and (ii) a fixed compensation for recovery costs, for an amount of forty (40) euros.
When the recovery costs incurred are greater than the amount of this fixed indemnity, the Seller is also entitled to request additional justified compensation. In addition to these penalties and compensations, any default in payment of a due date shall, at the Seller's option, result in the payment of the entire amount due. The fact that the Seller capitalises from one of these provisions or the other shall not deprive it from the right to enforce the retention of title clause stipulated hereafter.
In any event, any non-performance by the Buyer of its payment obligations, whatever they may be (price of the Products, shipping costs, etc.) shall entitle the Seller to suspend the performance of its contractual obligations.
4.4. Payment offset
The Buyer shall refrain from any automatic debiting or crediting practice and shall not charge the Seller with any amount not expressly accepted by the Seller as regards its liability. The Buyer shall not set off claims without the Seller's prior and express consent. Any automatic debiting shall constitute an unpaid amount and shall give rise to the application of the provisions of Article 4.3 relating to late payment.
Article 5: Retention of title and transfer of risk
5.1. Transfer of ownership
The transfer of ownership of the Products is expressly subject to full payment of the price (including the discharge of the EADs, as provided for herein under clause 4.1.). A payment default may result in the Products being reclaimed in accordance with the provisions below.
Buyer may only resell the Products in the normal course of business and may neither pledge nor grant security interests in its inventory. All costs relating to the implementation of this clause, including legal costs, shall be borne by the Buyer, who shall be obliged to do so.
5.2. Transfer of risks
Notwithstanding the present retention of title clause, the risks shall be borne by the Buyer as soon as the Products are handed over to the first carrier, regardless of the the transportation mode envisaged or the principal to to the carrier. To such date, the Buyer shall have taken out insurance policies guaranteeing, inter alios, all risks arising from the custody or storage of the Products.
5.3. Retention of title
The Products sold remain the property of the Seller until full payment of the invoices, in accordance with Articles 2367 to 2372 of the French Civil Code. Payment shall not be deemed to have been made until the agreed price has been effectively collected by the Seller. The Buyer hereby assigns to the Seller all claims arising from the resale of unpaid Products under retention of title. In the event of partial or total non-payment, the Products in stock shall be deemed to correspond to the unpaid claims.
Article 6 : Delivery and reception
6.1. Delivery times
Delivery or performance periods shall run from the latest of the following dates: (i) the date of acknowledgement of receipt of the order or (ii) the date of completion of prior contractual or legal obligations owed by the Buyer.
The Seller shall use its best efforts to deliver the Products ordered as soon as possible, but shall not be bound by any obligation of result. Delivery times may vary depending on the place of delivery and run from the receipt of payment or validation of your order. However, the delivery times thus indicated will only be indicative. A delay between the indicated delivery date and the actual delivery date shall neither lead to the unilateral application of fixed penalties, nor to cancellation of orders, refusal of delivery, or withholding of payment of invoices, except with the prior written agreement of the Seller, notwithstanding the existence of clauses to the contrary, contained in any purchasing conditions of the Buyer.
The Seller shall be fully discharged from its obligation to deliver in the event of force majeure, as defined below, and any delivery deadlines indicated by the Seller shall be suspended by operation of law by any event beyond the Seller's control and resulting in a delay in delivery. In such event, the Seller shall keep the Buyer informed, in a timely manner, of the aforementioned cases and events. Any change in the order during performance, even if accepted by Seller, may result in an extension of the scheduled delivery time as communicated by Seller to Buyer. In any event, timely delivery shall only be performed if the Buyer is up to date with its obligations towards the Seller, for any reason. The Seller is authorized to make deliveries in whole or in part, without such deliveries giving rise to penalties of any kind.
6.2. Delivery terms
Upon receipt of the order, the Seller shall confirm or deny the date of availability desired by the Buyer. The Seller accepts the order and prepares the delivery upon receipt of the payment and its validation by the banking institution. The delivery of the Products is made to any address indicated by the Buyer when ordering.
Delivery of the Products shall be made in accordance with the conditions indicated in the order form or the special conditions (if any) and, in the absence of any indication of the place of delivery, it shall be presumed to be at the Seller's warehouses, by the notice of availability.
Notwithstanding any agreement to the contrary, risks shall pass to the Buyer upon delivery of the Products to the carrier and, in the absence of any indication of the place of delivery, upon issuance of the notice of availability for shipping; without prejudice against the Seller's right to invoke the benefit of the retention-of-title clause under the conditions set forth in Article 5 or to exercise its right of retention.
In the event the Buyer fails to take delivery, and without the need for a formal notice, the Buyer shall bear all storage costs and risks from the date of availability for delivery and shall comply with the payment deadlines initially set. The information given by the Buyer when placing an order is binding upon the Buyer: in the event of an error in theBuyer's contact details, the Seller shall not be held responsible for the impossibility of delivering the Product.
For any order, the Buyer shall have to communicate its days and schedules of delivery. If the carrier shows up in accordance with the instructions given beforehand and the delivery cannot be made, any new presentation for delivery shall result in additional charges. The orders are deliverable in one time at the same place.
6.3. Transport and risks
Unless otherwise agreed, all transport, insurance, customs and handling operations shall be at the expenses,risks and liability of the Buyer, and the Buyer shall bear all financial consequences of a direct action by the carrier against the Seller. It is the Buyer's responsibility to verify shipments upon arrival and to exercise, if necessary, its recourse against the carriers, within three days by registered letter with acknowledgment of receipt in accordance with Article L.133-3 of the French Commercial Code and to inform the Seller within the same timeframe.
Products are delivered on pallets provided by the Seller. The Buyer shall not be charged for the pallets supplied, provided that the Buyer agrees to give the carrier an equal quantity of pallets similar to those provided and in perfect condition.
Unless otherwise agreed, shipment of Products shall be performed by the Seller or its suppliers on the Buyer's behalf. Under Incoterms EXW, the cost for transportation and formalities shall be borne by the Buyer. The risk of loss, theft or destruction shall be borne by the Buyer from the moment the Products are handed over to the carrier.
6.4. Verification of products
Upon delivery, the Buyer must, at her/his own expense and under her/his responsibility, verify or have verified the compliance of the Products to the terms of the order in the presence of the delivery person and, if necessary, within seventy-two (72) hours following receipt of the goods, and formulate any reservations on the delivery slip provided by the carrier, by immediately calling the carrier's customer service department, in the presence of the delivery person. The Buyer must also report by email to export@bruant-distribution.fr or by registered mail with acknowledgment of receipt sent to the company's head office, any claim, defect, overdelivery, underdelivery or erroneous delivery, breakage which would be attributable to the Seller, by providing proof of the anomaly by email, including by sending photographs, specifying the nature of the product, the batch number of the product, the nature of the defect, the quantity concerned, the copy of the delivery note signed by the Buyer and the consignment note signed. The Buyer shall allow the Seller every facility to proceed with the observation of these defects and to remedy them.
For Products sold in packaged form, the weights and measures at the time of delivery shall be taken as proof of the quantities delivered. In the event of failure to comply with the above obligations, Buyer shall be deemed to have waived any action against Seller. Any claim shall be notified no later than upon discharge of the EADs.
In any event, Seller's liability shall be limited to the reservations made on the consignment note insofar as the latter is not related to the shipping.
After the above-mentioned period, the Buyer is no longer entitled to dispute the delivery and the latter is considered to be accepted definitively and without reservation by the Buyer.
In the event of a proven failure or non-conformity, based on unopened packages, after receipt of the notification mentioned in the preceding paragraph and after cross-checking by the Seller, the latter may propose either the exchange of all or part of the non-complying Products and, in this context, the shipping of the Products at a later date, but within a reasonable period of time, or the issuance of a credit note in favor of the Buyer, in an equivalent amount to the amount of the non-complying Products.
6.5. Control of the final destination
The export of the Products may be subject to specific regulations. It is the Buyer’s the sole responsibility to comply with all applicable regulations in this area. The Seller is not obliged to ensure the conformity of the order placed to the final destination.
Article 7 : PENALTIES
The penalties and indemnities provided for have been mutually agreed upon by the Parties in the estimate or the Special Conditions, the total of which shall not, in any event, exceed 5% of the price of the Products.
These penalties shall have the value of a lump-sum compensation for any prejudice suffered, shall be in full discharge of liability and shall be exclusive of any other penalty or compensation.
In accordance with the provisions in force relating to the framework of logistical penalties, it is forbidden to refuse the Products except in the event of non-conformity of the Products or failure to respect the delivery date (except in the cases provided for in the present GCES).
Article 8: Withdrawal option
The provisions relating to the right of withdrawal do not benefit the Buyer contracting in her/his capacity as a professional.
Article 9: Guarantee
9.1. Return of products
The Seller will consider on a case-by-case basis, the requests for refusal respecting the terms of complaint. In the event of a well-founded recognized claim, in writing by the Seller, the latter may ask the Buyer to destroy the Products or to proceed with a return of the Products at the Seller's expense. In this case, the Products shall be returned in their original packaging accompanied by a return slip to be attached to the package and must be in the same condition in which the Seller delivered them. The return, once accepted by the Seller in writing, shall lead to a credit note, to the exclusion however of any form of compensation. Any product returned without this agreement shall not give rise to a credit note and shall be held at the disposal of the Buyer for eight (8) working days. After such period of time, it will be destroyed by the Seller, if it deems fit, at the Buyer's expenses. The expenses and risks relating to the return of the Products shall be borne by the Buyer.
In case of destruction of the Products on the spot agreed between the Buyer and the Seller, a certificate of destruction shall have to be provided to the Seller to proceed to the refund.
9.2. Other guarantees
In the event that the Buyer places an order with the Seller without having paid for the previous order(s), the Seller may refuse to honor the order and to deliver the relevant Products, without the Buyer being able to claim any compensation whatsoever, for whatever reason.
In any event, the warranty for products invoiced by the Seller does not apply to defects whose origin is subsequent to shipment. Any defect due to an improper use or storage, shock, etc., is not covered by the warranty.
Article 10: Customs
10.1. The excise duties on the Products shall be paid in full by (i) the recipient, the carrier or a third party providing the guarantee of movement, who has removed the Products from the duty suspension regime, OR by (ii) the importer of the Products if they are imported without being placed under the duty suspension regime.
10.2 In addition, when the Buyer places an order by email or via the Portal, it must comply with all applicable regulations in the country of delivery, ensure the legality of the imported product with regard to these regulations and, where applicable, pay the excise duties in the country of consumption of the Products.
As customs policy is specific to each state, the Seller invites the Buyer to contact the customs service of the country of delivery for more information.
Article 11: Responsibility
11.1. The Parties are responsible for the proper performance of their obligations under these GCES.
11.2. The Seller's liability shall be limited to intentional direct property damage caused to the Buyer which shall result from the Seller's duly proven fault in the performance of the Agreement.
Under no circumstances shall the Seller be liable for any immaterial or indirect damages such as loss of business, loss of profits, loss of data, loss of turnover, loss of orders, loss of customers, loss of opportunity, moral or commercial prejudice or loss of profit.
In any event, the Seller's liability shall not exceed an amount equal to the price of the Products that caused the damage, under the said order.
11.3. In case of damage, loss, theft or breakage of the Products, in particular in the case where the transport is ensured by a carrier chosen and/or imposed by the Buyer, the carrier and/or the Buyer shall notify the authorities of the country where the loss or damage occurred or was discovered so that they can confirm the loss and/or damage and adjust the quantities of Products ordered accordingly. In case of theft, the Buyer shall pay the excise duties on the Products in the country in which the theft has occurred.
11.4. The Seller shall not be liable for any claim by a third party against the Buyer.
11.5. The Seller shall not be held liable in case of abnormal, inappropriate or excessive use of the Products.
Article 12: Force Majeure
Neither Party to this Agreement shall be liable for its delay or failure to perform any of its obligations under the Agreement if such delay or failure is the direct or indirect effect of an event of force majeure, such as, and not limited to: war (declared or undeclared), civil war, riot and revolution, act of piracy, riot, strike, epidemic, pandemic or epidemic (that is to say the development and spread of a contagious disease on national or international territory), weather conditions preventing the realization of the purpose of the present agreement (by way of example natural cataclysm such as violent storm, cyclone, earthquake, tidal wave, flooding, destruction by lightning) the blocking of means of transport and supply of means of telecommunication, acts of terrorism, legislative or regulatory provisions restricting the object of these GCES, as well as cases retained by case law, as well as any other case independent of the express will of the Parties preventing the normal execution of these GCES, or case of force majeure impacting the subcontractors, service providers, carriers, post offices, public services.
Each Party shall inform the other Party, without delay and at the latest within forty-eight (48) hours of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of its contractual obligations.
Article 13: Intellectual property
The Buyer and the Seller both expressly agree that any intellectual property rights (including know-how) of any kind owned by the Seller shall remain the exclusive property of the Seller.
Notwithstanding anything to the contrary, the Seller does not grant to the Buyer any ownership or license to use any patents, processes, methods or know-how which would be used by Seller in connection with its business.
Any transfer of intellectual property rights or know-how must be the subject of a specific contract with the Seller.
The Buyer shall indemnify the Seller for all direct and indirect consequences of a civil or criminal liability action in this respect and in particular of an action for infringement or unfair competition.
The entirety of the Portal is protected by French and international legislation relating to intellectual property. All reproduction rights are reserved.
The content of the Portal shall not, in accordance with the legislative provisions in force, be the subject to any representation or reproduction, in whole or in part, on any medium whatsoever, without the express prior authorization of the Seller.
Article 14: Severability
If any provision of these GCES is held to be unlawful, void or unenforceable in whole or in part by any court of the competent jurisdiction due to a change of the law or the regulations, the validity of the remaining provisions of these GCES shall not be affected thereby. The Buyer and the Seller shall use their best endeavours to replace the controversial provision with a new provision that shall be consistent with the spirit and intent of these GCES.
Article 15: Applicable law and jurisdiction
Such GCES are worded both in French and in English to facilitate trade. However, the Buyer agrees that in case of any discrepancy between the French version and the English version, the French version shall prevail.
All contractual relations between the Seller and the Buyer arising from the application of these GCES and any special agreements that may be entered into, and all disputes arising out or in connection thereto, regardless of their nature, shall be subjected to the application of French law, to the exclusion of the Vienna Convention on the International Sale of Goods and of any other law. In case of dispute, the Buyer shall contact in priority the Company to obtain an amicable solution.
In case of impossibility of an amicable resolution of the said dispute and before any recourse to the state courts, the Parties agree to submit the said dispute to a mediation procedure under the aegis of the Mediation and Arbitration Center of Paris (CMAP). The Parties shall then organize their mediation in accordance with the mediation rules in force with this organization and shall have the possibility to participate in it by videoconference.
The costs of the mediation procedure shall be shared equally between the Parties who, however, will retain the costs and fees of their counsel and attorneys.
The Parties agree that the mediation process is strictly confidential.
If the prior mediation procedure is not successful, all disputes of any kind shall be subjected to the jurisdiction of the Orleans Commercial Court in France (Tribunal de commerce d’Orléans). This clause shall apply even in the event of summary proceedings, incidental claims, multiple defendants or third-party claims, and regardless of the method and terms of payment, and notwithstanding the jurisdiction clauses which may exist in the Buyer's documents, and which may be able to prevent the application of this clause.
Article 16: Personal data
Each of the Parties undertake to comply with the regulations applicable to the processing of personal data and in particular the EU Regulation 2016/679 of 27 April 2016 (RGPD) and Law n°78-17 of 6 January 1978 relating to data processing, files, and freedoms.
The Seller collects, records and processes personal data provided to it or made accessible by the Buyer for the performance of the services entrusted to it (e.g.: surname, first name, postal address, email address, telephone number, etc.). The legal basis for the processing is: the contractual performance.
The aforementioned personal data shall be processed by the Seller to:
- perform the services and contractual obligations in accordance with the Contract,
- manage the commercial relationship between the Seller and the Buyer,
- to carry out the operations relating to the follow-up of the relationship with the Buyer,
- manage requests for access, rectification, opposition, deletion, limitation and portability of personal data,
- manage unpaid invoices, disputes and legal proceedings.
The data is kept only for the duration of the commercial relationship and at the latest until five (5) years following the last contact with the Buyer. In the event of termination of this relationship, the personal data collected may be subject to intermediate archiving.
In accordance with the applicable regulations, the Buyer has the right to access, rectify, delete, and to the portability of her/his data.
The Buyer may exercise these rights by sending a request to the following email: export@bruant-distribution.fr, or by sending a letter to the following address: 21 rue Nationale, 45140 Ormes (France).
If the Buyer considers that his/her rights have been infringed, s/he is invited to contact BRUANT DISTRIBUTION (at the contact details above), the Buyer also has the possibility to file a complaint with the competent authority, the Commission Nationale de l'Informatique et des Libertés.