Terms and conditions for sales of investment wines
ARTICLE 1. General
The website www.patriwine.fr (the "Website") is published by patriWINE SAS (the "Seller" or "PATRIWINE"):
Company per share simplified with capital of 1,230,000 euros
Registered at RCS Marseille under the number 521.858.100
Intra-EU VAT: FR35 521 858 100 00030
headquartered at 350 Avenue du Prado 13008 Marseille
Represented by BCN, co-managed by Franck Noguès and Philippe Bureau
The operational agency is: Innolin Park, 3 golf street, 33700 Mérignac
Customer service details:
PATRIWINE markets in its capacity as a wine merchant of the great Bordeaux wines (the "Grands Cus") divided into three categories:
- so-called deliverable wines that are wines acquired as an investment for further resale by the Client (the "Deliverable Wines");
- so-called premium wines that the Customer can reserve 18 to 24 months before they are put on the market and acquired as an investment for further resale (the "Primer Wines").
Each category can be accessed from the website's homepage from a specific tab: Primer Wines and Deliverable Wines tabs.
ARTICLE 2. APPLICATION CHAMP AND OPPOSABILITE
These terms and conditions of sale (the "CGVs") apply, without restriction or reservation, to sales concluded by PATRIWINE,to consumers and non-professional buyers (the "Customer") in order to acquire primer wines and Deliverable Wines put up for sale by the Seller (the "Products") as an investment.
THE GVCs are applicable as of December 8, 2020.
"Customer" means, exclusively, any person who agrees to provide the obligatory fields for the registration of his order, which may be (i) a natural person at least eighteen years old acting as a consumer within the meaning of the introductory section of the Consumer Code, or (ii) a legal person acting as a non-professional for purposes that do not fall within the scope of his professional activity.
The CGVs are accessible at any time on the website or on request at the email address email@example.com . As the CGVs may be subject to further changes, the version applicable to the purchase of the Customer is the one in effect on the Website on the date of registration of the order. The Customer states that he became aware of them and accepted them by checking the box provided for this purpose before the order was validated. The CGVs in effect on the date of the order are addressed to the Customer by email when the order is confirmed by the Seller and at any time on written request from the Customer to the Seller. GVCs will prevail over any other version or other conflicting document. The Seller therefore invites Customers to carefully re-read the existing CGVs with each new order.
Any validation of an order by the Customer is worth full acceptance of these CGVs and the specific conditions of their order (products, quantities, prices, mode and delivery times, etc.).
With online ordering, the CGVs constitute contractual documents applicable to the parties, excluding any other documents, prospectuses, catalogues or photographs of the Products that have only an indicative value.
The CGVs and all the information mentioned on the website are written in French.
ARTICLE 3. OPENING A CUSTOMER ACCOUNT
Creating and connecting to your customer account is necessary before you place your order.
To create a customer account, the Customer must complete the "create my account" registration form online. In this form personal information (name, first name, email address, date of birth, postal address, etc.) is useful to allow PATRIWINE to open a customer account. The information that must be completed is marked by an asterisk.
The Client is informed in accordance with the amended "Computer and Freedoms" Act of 6 January 1978 and the European Regulation No. 2016/679/EU of 27 April 2016, that he has the right to access, correct, portability and erase his data and limit the processing. It may also, for legitimate reasons, object to the processing of data and has the right to set post-mortem guidelines.
Creating a customer account is free.
Once created, access to the customer account will be possible through an identifier (customer's email address) associated with a password that the Customer chooses when creating his account. It is therefore essential for the security of the Customer's data to choose a complex password that the Customer will keep strictly confidential and that should not be shared or shared with third parties.
If the Customer loses their password, they must click on the "forgotten password" link and follow the procedure required to retrieve and change their password.
ARTICLE 4. Products
PATRIWINE markets the following commercial offers (the "Commercial Offers") on its website:
- The Patricaves,
- The Patrimonial Caves,
- Primer Wines.
All the wines that make up these Commercial Offers are selected from the great Bordeaux wines in the 1855 ranking for the left bank appellations and in the 2012 ranking for the Saint-Emilion appellation (the "Grands Crus").
These Commercial Offers offer the customer the opportunity to buy Grands Crus from an investment perspective.
Regardless of the Commercial Offer chosen by the Customer, the main characteristics of each wine purchased (such as appellations, vintages, unit price HT and TTC and the notes of the main critics etc.) and in particular its specifications and illustrations are presented on the website. The customer can read about it before ordering.
All of the Grands Crus that make up PATRIWINE's Commercial Offers are selected from the catalogue of references available on the Website.
PATRIWINE does not provide any wealth management advice or oenology advice, the choice and purchase of any Grand Crus is carried out under the sole responsibility of the Client. For any request for advice, it is recommended to approach a financial investment consultant or an oenologist.
The photographs and graphics presented on the Website are not contractual and cannot be solely the responsibility of the Seller.
Each Commercial Offer has the following specifics:
The "Patricave" Commercial Offer is a predefined assortment of boxes of Grand Crus classified divided into three categories:
- Patricave 10 for an investment of about ten thousand euros (10K euros),
- Patricave 25 for an investment of about twenty-five thousand euros (25K euros) and
- Patricave 50 for an investment of about fifty thousand euros (50K euros).
The composition of the Patricave is developed by PATRIWINE taking into account the following main criteria: reputation of the Château, quality of the vintage, price, availability, diversification of appellations, rating of experts reference on the world market (James Suckling, Neal Martin, Antonio Galloni, Jancis Robinson ...). The Patricave Offer can be all or part of Primeurs Wines.
Customers can consult on the website and before ordering the technical sheet of each of the selected bottles: Châteaux, vintages and prices.
The content of the "Patricave" Commercial Offer is regularly updated by the Seller according to the availability in its stocks or those of the partner traders and the opportunities identified by the Seller.
The Customer is not required to purchase the entire assortment of a Patricave. He can even validate the order opt for a Patrimonial Cave and customize the amount and composition of his order.
4.2 Patrimonial Caves
The "Patrimonial Cave" Commercial Offer is a personalized assortment of Grands Crus selected by the Customer from the references of the Grands Crus in the PATRIWIME catalogue according to its budget and its selection criteria. The Patrimonial Cave Offer can be all or part of Primeurs Wines.
PATRIWINE recommends that the Client be assisted by a professional specialist in Grands Crus for the composition of his Patrimonial Cave.
4.3 Primeur Wines
Primeurs Wines are Grand Crus open to reservation by wineries and winery producers before bottling, starting in May following the year of harvest while the wine is being vinified and raised in the cellars of the Châteaux in oak barrels. The final quality of Primeurs Wines is therefore not established with certainty on the date of its order by the Customer.
Primeurs Wines will be available after the completion of the full breeding cycle and after bottling, approximately 18 to 24 months after the launch of the first-time sales campaign. The delivery date of the Primeurs Wines cannot be determined with certainty on the date of their sale by PATRIWINE because it depends on the length of time the wines are aged, which may vary depending on the winery and castles producing and from one vintage to the next.
The sale of Primeurs Wines allows the Customer to book a wine and generally benefit from an attractive selling price compared to the price of the wines once bottled.
PATRIWINE offers a selection of Primeurs Wines based on bookings that have been obtained from merchants and wineries through specialist brokers. The sale of Primeurs Wines is carried out within the limits of available reservations. PATRIWINE does not practice short selling. Only Primer Wines for which PATRIWINE has an allowance or reservation are listed for sale on the website.
In the event that PATRIWINE is unable to honour an order for Primeurs Wines due to one of its suppliers, PATRIWINE undertakes to cancel the Customer's order and reimburse him the full amount of instalments paid without any further payment of any compensation or damages.
ARTICLE 5. Commands
5.1 General Order Terms
To place an order, the Customer:
- declares and commits to be eighteen (18) years old by the date of the order.
- must access his client account on the website created according to the procedure described in Article 3.
For each reference ordered and unless otherwise stated on the Website, the minimum order amount is a case of 12 bottles, in order to guarantee the traceability of all the wines that make up the case.
Product offerings are limited to the available stocks of PATRIWINE, or its partner traders, on the terms and conditions in effect at the time of order.
In the event of a Product's unavailability for any reason, the Seller reserves the option of not confirming or cancelling the order. The Seller informs the buyer as soon as possible and can offer him a replacement product of equivalent quality and price. Any refusal to validate this replacement proposal results in the cancellation of the order of the reference concerned and if necessary the Seller refunds the corresponding sums paid (including advanced storage and insurance costs for the first year) within thirty (30) days of the cancellation of the order.
5.2 Description of the customer journey:
The customer journey is the same regardless of the Marketing Offer chosen by the Customer.
- The composition of the virtual basket: Once connected to their customer account, the Customer selects the chosen Commercial Offer and composes his virtual basket by confirming the references ordered and the desired quantities and then clicks the "Commander" button;
- The choice of delivery location: The Customer then selects one of PATRIWINE's Storage Places - a term defined in Article 6.1 below) which determines the applicable VAT regime and the Customer clicks the "Continue my order" button again
- Information on the services rendered by the Seller: PATRIWINE communicates to the Customer the costs of the services rendered in connection with the sale of Investment Wines: transport at Patriwine's expense to the Place de Stockage, storage and insurance costs of the Products and delivery costs if necessary at the customer's expense;
- The validation of the CGV: After reading the CGV and the Information Note, the Customer ticks the CGV validation box;
- The receipt of the order: PATRIWINE displays a summary of the customer's order and reminds the Customer of the different payment methods available. The customer has the opportunity to verify the details of his order, his total price and correct any errors before confirming his acceptance;
- Order registration: To register their order, the customer clicks the "I save my order" button and receives an email summary of their order and an invitation to pay for their order according to the chosen payment method;
- Payment of the order: Once the order is registered, the Customer pays for the order according to the chosen payment method: bank transfer, bank card or cheque.
- Confirmation of the order: Once the payment is received by the Seller, the customer is informed immediately by email of the confirmation of his order.
Each order registered by the Customer remains valid for fifteen (15) days. In the absence of payment received within this period, PATRIWINE automatically cancels the order.
The sale will only be considered final after the seller collects the full price of the order (storage and insurance included for the first calendar year of the contract) and sends the Customer confirmation of the acceptance of the order by the Seller by e-mail.
Any order placed on the Website is the formation of a remote contract between the Customer and the Seller
Any change in the order by the Customer after its confirmation by PATRIWINE is subject to the express and prior acceptance of PATRIWINE.
The Seller reserves the right to cancel or refuse any order from a Customer with whom there is a dispute over the payment of a previous order.
5.3 Specific terms to order Primeurs Wines
- Orders for Primeurs Wines take place according to the availability of allocations obtained by PATRIWINE.
- The Customer receives an HT down payment invoice on order, the VAT fee being due on the delivery date of the Primeur Wines in one of the Seller's Storage Places.
- Premium Wines do not generate storage or insurance costs until they are delivered to one of the Storage Places.
- When the bottling is completed and the wines become available, PATRIWINE informs the customer by email.
- The customer then decides the destination of his wines; delivery to one of PATRIWINE's Storage Places.
- PATRIWINE then sends the Customer a definitive invoice specifying the amount of VAT payable as well as the costs of the services rendered by PATRIWINE on behalf of the Customer.
5.4 Archive and proof
The archiving of communications, purchase orders and invoices is carried out on reliable and durable support in order to constitute a faithful copy in accordance with Article 1379 of the Civil Code. These communications may be produced as proof of the contract.
ARTICLE 6. ADDITIONAL SERVICES
The services rendered by the Seller refer to (i) the transport to the Place of Storage, the storage and the assurance of the Products, (ii) the personalized monitoring of the valuation of the Products and (iii) the provision of the Products on the customer's request (the "Services").
6.1 Transportation, Storage and Insurance
Products ordered by a Customer are (i) transported from the dealers' warehouses to the Customer's chosen Storage Location, (ii) stored in optimal conditions with specialized professionals and (iii) insured during the transport and storage of the Products.
The Services are provided by specialized professionals carefully selected by PATRIWINE.
PATRIWINE offers two (2) air-conditioned and secure storage spaces (the "Storage Places") to specialist professionals:
- In Bordeaux in the chaix of Bordeaux City Bond (TTC purchases);
- In Geneva at the Geneva Free Ports in a dedicated private space (VAT-suspended purchases).
Products purchased by the Customer on the Website are transported and stored in one of these Storage Places chosen by the Customer.
Each wine case has an identification number reproduced on the products and services purchase invoices, which ensures its traceability and continuous monitoring.
Insurance during transport to the Place de Stockage and during the storage of the Products is underwritten by Chubb European Group and covers the value of the Products as of January 1 of the insurance year established according to the investment wine valuation procedure (see Information Note II,3).
The insurance covers the following damage: theft, broken bottles, contamination and fire.
Primer Wines are insured by PATRIWINE from the time they are delivered to one of the Storage Places.
Product storage is provided to specialist professionals in optimal temperature and humidity conditions adapted to the Products. The Customer has the opportunity to visit by prior appointment.
The custody of the products stored by PATRIWINE is insured in accordance with the provisions of the 1915 and following articles of the Civil Code relating to the deposit, from their loading in the carrier's vehicle until they are made available to the Customer.
PATRIWINE undertakes not to use products stored on behalf of its customers, even for the purpose of exhibition or demonstration.
The storage of the products is entrusted by the Customer to PATRIWINE for a minimum of three months and extends beyond for an indeterminate period, in successive period of three months. It is specified that any quarter started is due. The Customer has the option to terminate at any time by registered mail with request for notice of receipt to storage and insurance services. The customer will have to specify what method of making the products available (delivery to the address of his choice or making the products available at the Storage Location).
After the creation of his personal account, the Customer has access to his personal space via an identifier and password on the Website to follow the evolution of the prices of products stored by PATRIWINE.
The evolution of the prices of the products is estimated by PATRIWINE according to the valuation procedure adopted by PATRIWINE and detailed in the briefing note (II, 3) (the "Value Procedure"). PATRIWINE draws the customer's attention to the fact that the Product Valuation Procedure may change at any time for any reason.
The information provided by PATRIWINE as part of the personalized follow-up is provided as an indication only and cannot incur patrisal liability in any capacity.
6.3 Product resale by customer
From its personal space, the Customer also has the opportunity to sell all or part of its products, (i) either on the WineCity platform, published by PATRIWINE and exclusively for the resale of Grands Crus between individuals, (ii) or on the professional market through the conclusion of a resale mandate with PATRIWINE. The terms of the Customer's sale of the Products are detailed in the Information Note.
6.4 Product availability
To recover products stored in one of the Storage Places proposed by PATRIWINE, the Customer must inform PATRIWINE at least (eight) 8 days in advance.
The provision takes place (i) by appointment at the opening hours of the Place of Storage chosen by the Customer or (ii) by handing over the Products to the carrier mandated by PATRIWINE or by the Customer.
In the event of unpaid or late payment of Services invoices, the provision of the Products will be subject to the full payment of the invoices due to the Customer and subject to the provisions of Article 13 of these CGVs.
ARTICLE 7. Price
7.1 General provisions
Prices are provided at the rates in effect on the Website when the seller registers the order. Prices are expressed in euros, HT and TTC.
Prices posted on the website are firm. The Seller reserves the right to change prices at any time to take into account fluctuations in the market.
The prices of the Products posted on the Website do not include the Services' fees, nor those of the delivery fee, which are charged in addition, under the conditions listed on the Website and calculated prior to the ordering.
It is specified that the costs of shipping the Products to the Storage Location chosen by the Customer and the personalized follow-up are not charged to the Customer.
7.2 Ancillary service costs
Storage and insurance costs are payable annually according to the payment terms detailed below. :
- For the first year, they are due in advance from the first day of the next calendar quarter following the order (January, April, July and October). The total HT and TTC price of the Services is on the product purchase invoice;
- For the following years, they are due each year before the end of the current calendar year and until the customer requests the products to be made available. All quarter started is due. The annual invoice is addressed to the Customer during the last quarter of the current calendar year.
The invoice for storage and insurance costs acts as a storage certificate. On each invoice is reproduced the identification number of each fund of Investment Wines.
The payment requested from the Customer details the amount of the various Services subscribed by the Customer.
Transportation costs to the Storage Location
Not charged to the Customer
1.50 euros HT or 1.80 euros TTC per bottle per year from the delivery of the Products to the Storage Place
0.40% of the estimated value of the Product as of January1 of each calendar year according to the Valuation Procedure from the delivery of the Products to the Storage Place
Delivery fee at the address indicated by the Customer
45 Euros HT or 54 Euros TTC per wooden case of 12 bottles for delivery in Metropolitan France
Product availability fees at the Storage Location
Free for products stored in Bordeaux City Bond Chaix
Personalized Product Tracking
Not charged to the Customer
Product resale costs
2% commission for resales on the professional market.
Rates are revised annually on January 1.
Storage and Insurance Services may be terminated at any time by the Customer for any cause, by letter recommended with request for notice of receipt. The Customer must inform the Seller how he wishes to recover his Products (making the products available at the chosen Storage Location or making the products available and delivery by PATRIWINE to the address indicated by the Customer). However, it is specified that the termination will be effective at the end of the current quarter and any quarter started is due. In the event of a termination in the first year of contract, PATRIWINE will reimburse the Customer for the sums covering the ancillary storage and insurance services not provided.
The termination of the storage and insurance service for any cause and by any of the Parties will entail the billing to the Customer of the costs of making the products available and if necessary a delivery fee.
7.3 Specific Terms of Premium Wine Prices
When the products are resold by the Customer on the WineCity website, a 5% commission is levied on the resale price of the Products corresponding to the commission fees of the intermediary Mangopay (Certified Digital Currency Establishment). A 2% commission will be levied in case of resale on the professional market (Liv-Ex for example).
7.4 VAT regime
When ordering, PATRIWINE determines the VAT regime applicable to the purchase of Investment Wines according to the place of delivery chosen by the Customer:
- The VAT-suspendedpurchase. The products are purchased and stored by PATRIWINE at the Port Franc de Genève (a customs store benefiting from the VAT suspension regime). In the event of delivery of products purchased in VAT suspension, the Customer will have to pay VAT from the destination country according to the current regulations.
- The TTC purchase consists of the payment of the purchase HT plus VAT. This VAT regime applies whenever products are delivered or stored by PATRIWINE in France.
7.5 Specific Terms of Premium Wine Prices
The Primeurs Wine Award on the Website follows the recommendations of the producing castles set each year in May following the harvest based on the ratings given by the wine critics (James Suckling, Neal Martin, Antonio Galloni, Jancis Robinson ...).
On order, the payment of Primeurs Wines is made HT and excluding delivery costs. VAT and delivery fees will be paid by the Customer when the Seller informs them of the availability and before any delivery of Primer Wines to one of the Storage Places.
Primeurs Wines are being farmed in the producing castles, so no storage and insurance costs are required until they are made available in one of the Storage Places offered by PATRIWINE.
ARTICLE 8. PAYMENT TERMS
Except for special provisions for Premium Wines, the price of the Products is payable in full on the day the Customer places the order, by secure payment, according to the following terms:
- by bank cards: Visa
- by bank cheque at the behest of PATRIWINE
- by transfer to the bank account on the order confirmation email.
In case of payment by bank cheque, it must be issued by a bank domiciled in metropolitan France. The cheque is cashed upon upon receipt.
Payments made by the Customer will only be considered final after the Seller has received the sums due by the Customer.
A pro forma invoice is drawn up by the Seller upon receipt of the payment. The final invoice is given to the Customer by e-mail and available on his personal space on the Website as soon as the Products have been delivered to the Storage Place chosen by the Customer.
Any unpaid amount on the invoice will result in penalties equal to 10% of the outstanding amount on the day following the settlement date on that invoice. Delay penalties are due without the need for a reminder, at the seller's request. A lump sum payment of 40 euros is also due for collection costs. The Seller reserves the right to claim additional compensation if necessary.
In the event of a late payment of more than three months and after the Payment has been ordered to pay without effect, the Seller may terminate the storage and/or insurance services of the Products in accordance with the provisions of Article 21 of the GVCs, without prejudice to any other course of action.
ARTICLE 9. Delivery
9.1 Delivery location
The products are delivered to one of the PATRIWINE Storage Places chosen by the Customer.
In all cases, transport is provided by a specialized provider mandated by PATRIWINE. The products travel in temperature-controlled trucks.
Delivery is understood in metropolitan France. For delivery requests in a country other than France, contact PATRIWINE's customer service.
9.2 Delivery times
The Deliverable Wines are delivered to metropolitan France within a maximum of 4 months after cashing the price of the order at the destination chosen by the Customer.
For Primeurs Wines, delivery times are deferred to about 24 months from the receipt of the order price (excluding VAT and delivery charges before delivery).
Except in special cases or the unavailability of one or more Products, the products ordered will be delivered in one go.
The Seller is committed to making his best efforts to deliver the products ordered by the Customer within the above specified deadlines. If the products ordered have not been delivered within thirty (30) days after the indicative delivery date, for any cause other than force majeure or the customer's fact, the sale may be resolved at the customer's written request under the terms of the Terms L 216-2 L 216-3 L241-4 of the Consumer Code. The sums paid by the Client that do not constitute a deposit will then be returned to him no later than thirty (30) days after the date of the denunciation of the contract, excluding any compensation or withholding.
Any delays in delivery may not result in damages, deductions or cancellation of current orders.
9.3 Product Reception
The Customer is mandated to PATRIWINE to verify the status and compliance of the Products and to notify the delivery driver of any reservations (damage, missing) on the delivery voucher or receipt of transport and to confirm them by letter recommended with notice of receipt addressed within the allotted time.
In the event of products that are missing or damaged at reception, the Seller agrees to replace them with an identical product. In the event of unavailability, it is referred to the articles 5.1 provisions.
ARTICLE 10. TRANSFER OF RISK AND OWNERSHIP
The transfer of ownership of the Seller's Products and the related risks of loss and deterioration will only be carried out for the benefit of the Customer upon the delivery of the Products to the Storage Location chosen by the Customer. Thus, for The Deliverable Wines, the transfer of ownership will take place no later than four (4) months after the confirmation of the order, this period being increased to twenty-four (24) for Primer Wines. Between the date of confirmation of the order and the transfer of ownership, the Customer has a right of claim against the Seller.
The Products travel at the seller's peril to the Storage Location chosen by the Customer. PATRIWINE's mandate to verify the status and compliance of the Products has no effect on the transfer date of ownership.
The Seller remains responsible for the Products until they are made available to the Customer for consumption or resale:
- Until the products are delivered to the address indicated by the Customer according to the conditions specified in Article 9 above; Yes
- available to them in the hands of the Client or his agent in the event that the Products are withdrawn directly from the Storage Location.
ARTICLE 11. RIGHT OF RETRACTATION
In accordance with the provisions of Article L. 221-28 al. 7 of the Consumer Code, the Customer does not have a right of withdrawal as long as the Products are alcoholic beverages whose delivery is delayed beyond thirty days and whose value agreed upon at the conclusion of the contract depends on fluctuations in the market beyond the professional's control.
ARTICLE 12. SELLER'S RESPONSIBILITY - WARRANTY
Products sold on the Website comply with the regulations in force in France. PATRIWINE is only an intermediary in the product distribution chain. As a result, its liability cannot be sought, or incurred in the event of a defect in the quality of the products related to their production (vinification, bottling) and/or equated with a cork taste, early oxygenation, or any other cause foreign to the intervention of PATRIWINE etc.
Products provided by the Seller are entitled to and without additional payment, in accordance with the legal provisions,
- legal compliance guarantee, for products that appear to be defective, damaged or damaged or do not correspond to the order,
- Legal safeguard against hidden defects adging material, design or manufacturing defect affecting the products delivered and rendering them unfit for use,
under the terms and conditions covered in the box below and set out in appendix to these General Terms of Sale (Guarantee of Compliance / Guarantee of Hidden Vices).
It is recalled that under the legal guarantee of compliance, the Customer shall be granted two (2) years from the issuance of the Product to act against the Seller. The Customer may choose between repairing or replacing the ordered product, subject to the cost conditions provided by Article L 217-9 of the Consumer Code. The Customer is exempt from reporting proof of the product's non-compliance during the 24 months following the issuance of the Product.
In order to assert its rights, the Customer must inform the Seller, in writing, of the non-compliance of the Products within a maximum of fifteen (15) days from the delivery of the Products or the existence of the defects hidden within the above referred deadlines and return the defective products to the state in which they were received with all the components of the package. When the products are delivered to one of PATRIWINE's Storage Locations, it will be up to PATRIWINE to verify product compliance.
The Seller will refund or replace, depending on his free choice, the Warranty Products deemed non-compliant or defective.
If necessary, the shipping costs will be refunded on the basis of the rate charged and the return fee will be refunded upon presentation of the vouchers.
Refunds for products deemed non-compliant or defective will be made as soon as possible and no later than 30 days after the Seller finds non-compliance or hidden defects.
The refund will be made by credit to the Customer's bank account or by bank cheque to the Customer.
The Seller cannot be held liable in the following cases:
- non-compliance with the laws of the country in which the products are delivered, which it is up to the Customer to verify;
- in case of misuse, use for professional purposes, negligence or poor preservation on the part of the Customer, such as in the event of an accident or force majeure.
The Seller's guarantee is, in any event, limited to the replacement or reimbursement of non-compliant or affected products of a defect.
ARTICLE 13. PROTECTING MINORS
In accordance with Article 3342-1 of the Public Health Code, which stipulates that the sale of alcohol to minors under the age of 18 is prohibited, the Customer agrees and declares by validating his order to be eighteen years old on the date of his order.
Before any order validation, the Customer will forward his ID to PATRIWINE at the firstname.lastname@example.org address to justify his majority.
ARTICLE 14. COMPUTER SCIENCE AND LIBERTES
Under Law 78-17 of January 6, 1978 amended by Law 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Customer is necessary to process his order, to make invoices, to process deliveries and in particular to send promotional offers.
This data can be shared with potential Vendor partners responsible for executing, processing, managing and paying orders.
The processing of information provided through the Website meets the legal requirements for the protection of personal data, the information system used to ensure optimal protection of that data.
The Client has, in accordance with the national and European regulations in force, a permanent right of access, modification, rectification, portability opposition and limitation of treatment with regard to the information concerning him.
This right may be exercised under the conditions and according to the terms set out on the Website.
ARTICLE 15. INTELLECTUAL PROPERTY
The content of the Website is the property of the Seller and its partners and is protected by French and international intellectual property laws.
Any full or partial reproduction of this content is strictly prohibited and is likely to constitute a crime of counterfeiting.
In addition, the Seller still owns all intellectual property rights on photographs, presentations, studies, designs, prototypes, etc., made (even at the customer's request) for the provision of Customer Services. The Client therefore prohibits any reproduction or exploitation of these studies, designs, models and prototypes, etc., without the express, written and prior permission of the Seller who may condition it on a financial consideration.
ARTICLE 16. IMPREVISION
The GMCs expressly exclude the statutory regime of unpreadability under section 1195 of the Civil Code.
ARTICLE 17. FORCEFUL EXECUTION IN KIND
In derogation from the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of a breach of any of the Parties' obligations, the Party affected by the failure will not be able to request its enforcement.
ARTICLE 18. EXCEPTION OF INEXECUTION
Under Section 1219 of the Civil Code, each Party may refuse to carry out its obligation, even though it is due, if the other Party does not carry out its obligation and if the breach is serious enough, that is, likely to call into question the continuation of the contract or fundamentally upset its economic balance. The suspension of execution will take effect immediately, upon receipt by the Failing Party of the notice of default that has been sent to it for this purpose by the Party victim of the failure indicating the intention to apply the exception of non-performance until the defaulting Party has corrected the breach found, served by letter recommended with request for notice of receipt or on any other lasting written medium to spare proof of the mail.
This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not carry out its obligations at maturity and that the consequences of this breach are serious enough for the Party affected by the failure.
This faculty is used at the peril of the Party that takes the initiative.
The suspension of execution will take effect immediately, upon receipt by the alleged failing Party of the notification of the intention to apply the preventive non-performance exception until the alleged defaulting Party performs the obligation for which an upcoming breach is manifest, served by recommended letter with request for notice of receipt or on any other written durable medium to spare proof of the shipment.
ARTICLE 19. FORCE MAJEURE
Parties cannot be held liable if the non-performance or delay in the performance of any of their obligations, as described herethly, is the result of a case of force majeure, within the meaning of Article 1218 of the Civil Code.
Express convention includes a case of force majeure, strike, epidemic, war, insurrection, natural disaster, requisition, fire, flood, shortage, state decision, government action prohibiting or preventing PATRIWINE from carrying out its obligations and more generally any event with the characteristics of force majeure as recognized by the jurisprudence on the basis of Article 1218 of the Civil Code.
ARTICLE 20. SALES RESOLUTION
The Product Order can be resolved by the Customer by recommended letter with request for notice of receipt or by writing on other durable media in the following cases:
- Delivery of a product that does not conform to the characteristics of the order found by PATRIWINE (verification carried out by PATRIWINE after the customer returns the products);
- Delivery exceeding the deadline set for the order after the Seller has been ordered, on the same terms and without result, to make the delivery within a reasonable additional time.
In the event of a resolution for the Seller's fault, the Customer will be able to obtain a refund of the instalments paid within fourteen (14) days of the date of the contract's resolution.
The order can be resolved by the Seller by recommended letter with request for notice of receipt in the following cases:
- Customer's refusal to take delivery of the Products;
- Non-payment at maturity of product or complementary services orders;
- Unavailability of Products for any cause.
In the event of a resolution for the Customer's fault, the sums paid to the order or subscription of the additional service remain acquired as compensation.
ARTICLE 21. RESILIATION OF SERVICES - CONVENTIONAL PAWNING
21.1 The Customer expressly recognizes the Seller a conventional right of retention with a conventional right of guarantee on all products entrusted to PATRIWINE in the context of the Services and this as a guarantee of all claims that the Seller holds against the Customer under these Services such as invoices for storage and insurance costs, interest or even the costs incurred by the Seller for the provision and delivery of the products returned to the Customer...). The purchase of Investment Wines involving the underwriting of the Services necessarily results in the creation of a pledge granted by the Customer for the benefit of the Seller.
In the absence of payment on the due date of all sums owed by the Client under the Services, PATRIWINE will be able to terminate as a matter of right the mandate it has received for the provision of the Services after sending a notice to pay the sums that have remained ineffective after a period of thirty (30) days.
PATRIWINE will notify by letter recommended with acknowledgement addressed to the Customer in accordance with Article 2348 of the Civil Code that he intends to put his right to bet at stake and become the owner of the Customer Products kept by PATRIWINE which have been designated to reach the value of the unpaid sums by the Customer, including the costs of making available and the costs of delivery of the Products to the customer's home.
The Parties will then have ten (10) days after the above mail to appoint by mutual agreement an expert to determine the value of the pledged products. In the absence of an agreement between the Parties within thirty (30) days of receipt of the recommended mail, the most diligent Party will seek the appointment of an expert through the courts.
If the value of the Pledged Products exceeds the amount of the guaranteed debt (including the Services fee and the delivery fee for the return of the Products to the Customer), the amount equal to the difference will be returned to the Customer.
21.2 In the event of termination of the Services by one of the Parties for any reason, the benefits exchanged between the Parties from the conclusion of the contract until the termination of the Services having found their usefulness as it is carried out, they will not be returned for the period prior to the last benefit which did not receive its consideration. In any event, the aggrieved party may seek in court the award of damages.
ARTICLE 22. LAW APPLICABLE - LANGUAGE
These General Terms of Sale and the resulting transactions are governed and subject to French law.
These General Terms of Sale are written in French. In the event that they are translated into one or more foreign languages, only the French text would be authentic in the event of a dispute.
ARTICLE 23. Disputes
In the event of a complaint, the Customer must first contact the Seller's customer service by phone, email or mail.
If the customer service request fails or the customer service does not respond within two months, the Client may submit his or her difference to a mediator who will attempt, independently and impartially, to bring the parties closer together in order to reach an amicable solution.
The Client can apply his claim to the Consumer Mediation Commission (C. consumer. art. L 612-1) or to existing sectoral mediation bodies or to any alternative method of dispute resolution (e.g. conciliation) in the event of a challenge.
ALL DISPUTES TO WHICH THE PURCHASE AND SALE TRANSACTIONS CONCLUDED UNDER THE PRESENT GENERAL CONDITIONS OF SALE COULD GIVE RISE, CONCERNING BOTH THEIR VALIDITE, THEIR INTERPRETATION, THEIR EXECUTION, THEIR RESILIATION, THEIR CONSEQUENCES AND THEIR CONSEQUENCES AND WHICH COULD NOT HAVE BEEN RESOLVED BETWEEN THE SELLER AND THE CLIENT WILL BE SUBMITTED TO THE COMPETENT COURTS UNDER THE CONDITIONS OF COMMON LAW.
ARTICLE 24. PRECONTRACTUAL INFORMATION - ACCEPTANCE OF RISKS
PATRIWINE reminds us that the main interest of diversifying its assets by building a winery is:
- To rest on physical assets (wine bottles), transportable, conservable and stored, deemed transferable, communicable and/or consumable.
- To acquire one or more wines produced in limited quantities that can deliver a possible performance not correlated to the equity, financial and/or real estate markets over time.
- To acquire long-lasting wines (15 to 50 years) in recent vintages intended to be aged and enhanced thanks to an ideal storage in a warehouse with the best conditions of temperature, humidity and brightness, waiting at least 4 to 6 years for scarcity to set in
However, like any investment, the investment involves risks of several kinds related to this type of product, of which here is a non-exhaustive list:
- Risk of lack of liquidity: Investment Wine offers are medium- to long-term investments, depending on many factors. Patriwine does not insures or guarantees the liquidity of the Client's assets, which have no right to take over or buy back its acquired wines. The Customer determines the timing of the resale of Investment Wines and is informed that the search for a potential buyer can take a long time.
- Capital loss risk: One of the objectives of the investment proposed by PATRIWINE is to realize a capital gain when reselling Investment Wines. However, the resale price of Investment Wines is subject to significant uncertainties, notably due to fluctuating markets, differences in the valuation of wines according to the target resale market (professional market vs. personal market for example - see item II.3 of the Information Note) or the occurrence of a fall in the price of Grands Crus for various reasons such as: loss of notoriety of an estate, degraded economic context, regulatory changes (customs fees, for example)... The Client is informed that his capital is not guaranteed and that a capital loss may occur.
- Counterfeit risk: in order to astain the origin of the investment wines it acquires, PATRIWINE uses the services of brokers for each acquisition of Investment Wines from producers and traders and is required to buy and resell whole cases of 12 bottles. However, despite the precautions taken to asstain the origin of investment wines, PATRIWINE cannot completely rule out the risk of being a victim of counterfeiting.
- Risk related to the relevance of the selection: the investment wines selected from the PATRIWINE catalogue are the result of a methodological analysis and the experience of PATRIWINE resulting in particular from the reputation of the Grand Cru, the quality of the vintage, its price and the rating of the experts. However, the Customer must take into account the fact that PATRIWINE cannot predict the future evolution of the Investment Wines it selects. This risk may be high for purchases of Primer Wines for which there is uncertainty as to the final quality of the Wines.
- Property risk: Investment wines are transported and stored for several years. There is therefore a risk of deterioration and theft. This risk is covered by the insurances taken out by PATRIWINE but the Customer must be aware of the possible length of the collection procedures.
- Risk of supplier failure: PATRIWINE sources from merchants in Bordeaux Square, one of them may experience difficulties and may not be able to honour PATRIWINE's order. In this case, Patriwine may offer the Customer to change his initial order and send him a new order proposal that the Customer will be free to accept or refuse.
- Risk of conflict of interest: Not offering a management service, and as a trader (mainly) in Grands Crus, displaying the same prices at all times for all its clients, Patriwine does not identify conflicts of interest in the course of its activities. Only thirteen clients are also direct shareholders of Patriwine or indirect via the BCN SARL. If, on an exceptional basis (since this case never actually occurred), Patriwine had to cancel one or more orders (validated by customers) due to the unavailability of Investment Wines, then Patriwine would apply, in case of multiple orders and cancellations, a purely chronological rule (by cancelling the most recent orders first). The advantage of Patriwine's thirteen shareholder clients is that they can access inside information about the company presented at general meetings, mainly social accounts and the management report. With the exception of the management report, documents submitted to shareholders as part of the approval of the company's accounts are published in accordance with applicable regulations and therefore accessible to any Customer.
- Risk related to the nature of Primer Wines: Primer Wines first of all present a risk of total loss of the product before its delivery in one of patriwine's Storage Places. Until this date, Primeurs Wines are the responsibility of third parties and are not insured by PATRIWINE. On the other hand, the quality of Primeurs Wines before they are put on the market is uncertain, with therefore a risk of deflation in relation to the sale price announced when they were put up for sale.
- Tax risk: the capital gain on disposal is taxable under the furniture property scheme when the transfer is greater than 5,000 euros. The capital gain is discounted by 5% per year of detention from the 3rd year. She is therefore totally exempt after 22 years of detention. The tax rate is 19%, plus social contributions at a rate of 17.2%. As we have seen with other tax systems (real estate, for example), the tax system may change.
- Patriwine's risk of failure: Patriwine, like any private company, may be forced to cease operations. In this case, the Customer will have to ask Patriwine to make his wines available and pay the corresponding disposal costs if necessary. The sums paid by The Customers to Patriwine for the purchase prices of the orders are not protected, and a default or cessation of Payments by Patriwine occurring during the period of about 4 to 24 months (in the case of Premium Wines) before delivery, up to the Place of Storage, may result in, for customers, the total or partial loss of the invested capital.
- Risk related to the deferral of the transfer of ownership: The Customer is informed that he becomes the owner of the Investment Wines only after they are delivered to the Storage Place chosen by the Customer. Until the transfer of ownership (i.e. for up to four (4) months for Deliverable Wines and twenty-four (24) months for Primeurs Wines), the Client is informed that he holds only a right of debt against Patriwine, i.e. that it does not have the right of continuation to seize the Products in the hands of a third party, nor the right of preference in relation to other chirograph creditors even though its claim would be the oldest. Prior to the transfer of ownership of The Investment Wines, the Client is therefore exposed to the risk of Patriwine's default which could result in the total or partial loss of the invested capital.
- Risk of conflict of interest: Not offering management services, and as a trader (mainly) in Grands Crus, displaying the same prices at all times for all its clients, Patriwine does not identify conflicts of interest in the course of its activities. If, on an exceptional basis (since this case never actually occurred), Patriwine had to cancel one or more orders (validated by customers) due to the unavailability of Investment Wines, then Patriwine would apply, in case of multiple orders and cancellations, a purely chronological rule (by cancelling the most recent orders first). The advantage of Patriwine's thirteen shareholder clients is that they can access inside information about the company presented at general meetings, namely the social accounts and the management report. With the exception of the management report, documents submitted to shareholders as part of the approval of the company's accounts are published in accordance with applicable regulations and therefore accessible to any Customer.
- Risk related to the nature of Primer Wines: Investment Wines offers are partly composed of Primeurs Wines which first present a risk of total loss of the product before its delivery in one of the Patriwine Storage Places. Indeed, until this date, Primeurs Wines are present in the estates and castles that own them. They are therefore under the responsibility of third parties and are not covered by Patriwine's insurance. Until the availability of Primeurs Wines, Patriwine was therefore a creditor of each estate and castles. In the event of the disappearance of a domain or castle between the Customer's order and the delivery of Primeurs Wines, Patriwine's debt may not be recovered and Patriwine will be unable to deliver the Primeurs Wines purchased by the Customer, which could potentially lose up to its entire investment. On the other hand, the quality of Primer Wines before they are put on the market is uncertain, with therefore a risk of deflation in relation to the selling price applied by Patriwine.
- Risk related to the lack of guarantee of the profitability of the investment: All fees paid by the Client detailed under heading III. Fees and Commissions of this note may have a significant impact on the profitability of the investment, which could prove to be zero, even if the wines were to be valued, and result in a partial or total loss of the invested capital.
APPENDIX I. LEGAL GUARANTEE PROVISIONS
Article L217-4 of the Consumer Code
The seller is required to deliver a contract-compliant property and responds to any compliance deficiencies that exist at the time of issuance. It also addresses compliance defects resulting from the packaging, assembly instructions or installation when it has been placed in its care by the contract or has been carried out under its responsibility.
Article L217-5 of the Consumer Code
- To be specific to the usually expected use of a similar property and, if necessary: to match the description given by the seller and possess the qualities that the seller has presented to the buyer in the form of a sample or model presents the qualities that a buyer can legitimately expect in view of the public statements made by the seller, the producer or his representative. , including advertising or labelling
- Or present the characteristics defined by the parties or be specific to any special use sought by the buyer, brought to the seller's knowledge and which the seller has accepted.
Article L217-12 of the Consumer Code
The action resulting from the non-compliance is prescribed by two years from the issuance of the property.
Article L217-16 of the Consumer Code
When the buyer asks the seller, during the course of the commercial guarantee granted to him during the acquisition or repair of a piece of furniture, a reclamation covered by the guarantee, any period of immobilization of at least seven days is added to the duration of the warranty that remained to be run. This period runs from the buyer's request for intervention or to the provision for repair of the property in question, if this provision is after the request for intervention.
Article 1641 of the Civil Code
The seller is bound by the guarantee because of the hidden defects of the thing sold which make it unsuitable for the purpose to which it is intended, or which diminish this use so much, that the buyer would not have acquired it, or would have given only a lower price, if he had known them.
Article 1648 paragraph 1 of the Civil Code
The action resulting from the defects must be brought by the purchaser within two years of the discovery of the defect.