GENERAL TERMS AND CONDITIONS OF SALE

CARRIÈRE DISTRIBUTION – SALES TO PROFESSIONAL BUYERS

ARTICLE 1 – IDENTIFICATION OF THE SELLER

CARRIÈRE DISTRIBUTION

Registered office: 1 rue des Sœurs Hospitalières – 21700 Nuits-Saint-Georges – France
SIRET: 942 827 858 00013

EU VAT number: FR58942827858

Email: contact@carriere-distribution.fr

Phone: +33 (0)3 45 81 20 20

Website: www.carriere-distribution.fr

Hereinafter referred to as "the Seller".

ARTICLE 2 – SCOPE OF APPLICATION

These General Terms and Conditions of Sale (hereinafter "the GTC") apply exclusively to sales concluded with professionals acting in the course of their business activities (hereinafter "the Client"). Our GTC encompass the present written conditions as well as our payment terms and price list.

They take precedence over any document issued by the Client, including their own general purchasing conditions, unless expressly accepted in writing by the Seller.

Placing an order constitutes the Client's full and unconditional acceptance of these GTC.

These GTC supersede and replace all prior general conditions.

The Seller's failure to invoke any provision of the GTC at a given time shall not be construed as a waiver of the right to invoke it at a later date.

ARTICLE 3 – PRODUCTS – CLIENTS

The Products offered include, in particular, wines, spirits, and alcoholic beverages (hereinafter "the Products").

The Products are excluded, pursuant to Decree 2022-1325, from the scope of Article L441-1-1 of the French Commercial Code and, consequently, from that of Article L443-8 of the same code.

The Products are sold exclusively to professional Clients — namely retailers purchasing the Products for resale, or hospitality, restaurant, and café (CHR) operators purchasing the Products to offer to their own customers.

The Products are intended solely for commercial use in compliance with the regulations applicable to the Client's activity.

ARTICLE 4 – OFFER – AVAILABILITY

Our Products are presented to the Client by our sales representatives and listed on the website www.carriere-distribution.fr (hereinafter "the Website").

The descriptions, vintages, and visuals on the Website are as accurate as possible. However, we cannot guarantee the complete absence of errors.

Products may appear on the Website while being out of stock at the time an order is placed.

We endeavour to update the Website regularly so that product availability information is as current as possible.

ARTICLE 5 – ORDERS

5.1 Account Opening

Any order acceptance is conditional upon the opening of an account.

To this end, the Client must provide the Seller with all documents necessary to assess their capacity to purchase the Products as a professional. In particular, the Client must supply a current company registration extract (Kbis).

The Seller is free to refuse to sell the Products to any natural or legal person; refusal to sell to a professional is not unlawful in itself.

If an account is approved, the Client will receive login credentials to access their Client portal.

5.2 Placing an Order

Orders may only be placed once the Client has logged into their Client portal.

The Client is solely responsible for the protection and use of their login credentials.

Accordingly, the Client is bound by any order submitted under their personal credentials. It is the Client's responsibility to keep their credentials confidential and not to share them with any third party.

The Client is irrevocably and definitively bound by any order they submit.

5.3 Order Acceptance – Contract Formation

The order submitted by the Client is subject to acceptance by the Seller, who is only obliged to deliver the Products once the order has been accepted.

Order acceptance is subject to:

• The availability of the Products at the time of order processing;
• The conditions defined by the Seller, including any allocations determined by the Seller;
• The absence of any past or current dispute with the Client or any entity affiliated with the Client;
• Where applicable, specific payment conditions or the provision of guarantees.

The Seller may accept an order in full or in part. The Seller is only obliged to deliver the Products and quantities specified in the order acknowledgement issued.

5.4 Cancellation and Modification of Orders

Once an order has been submitted, the Client may not modify or cancel it without the prior written consent of the Seller.

Where applicable, the Seller may make its consent conditional upon payment by the Client of a penalty equal to 10% of the order total in the event of full cancellation, or 10% of the value of the Products subject to partial cancellation.

ARTICLE 6 – PRICING

Prices are only accessible once the Client has logged into their Client portal.

Prices are quoted in euros, exclusive of tax (ex-VAT), and exclude any ancillary costs, including delivery charges.

The Seller may modify its prices at any time.

The applicable price is that in effect on the date the order is placed.

Duties payable upon delivery are those in force on the date of delivery, even if the order was placed before any change in duties.

Invoicing is established in accordance with the duties in force on the date of delivery.

ARTICLE 7 – PAYMENT TERMS

Unless otherwise agreed in writing, our invoices are payable within a maximum period of 30 days after the end of the month of delivery, the date of collection being used as the reference.

Payments are made in euros at the Seller's registered office, by bank transfer, accepted bill of exchange, or credit card.

The Client bears all exchange rate, transaction, and, where applicable, currency risk costs.

Where the Seller grants a payment extension, any early payment shall not entitle the Client to any discount.

In the event of late payment, the sums due shall automatically bear interest at the rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by 10 percentage points.

This late payment interest is due without any prior notice being required, and runs automatically from the day following the payment date shown on the invoice.

In addition, any Client paying an invoice after the expiry of the payment period shall owe the Seller a fixed-rate recovery fee of €40 per invoice.

In the event of non-payment of any invoice at its due date, the Seller may, after issuing a formal notice to the Client to settle the debt and following a period of 8 days:

- declare all sums remaining due by the Client immediately payable, regardless of their original due date;

- suspend all deliveries to the Client until full payment has been received;

- cancel any accepted order.

These measures do not preclude the Seller's right to seek compensation for any loss suffered as a result of the Client's default.

Any deductions or set-offs, on whatever grounds, may only be made by the Client with the prior written consent of the Seller, who must have been given the opportunity to assess the validity of the grounds invoked.

In any event, payment by set-off against invoices issued by the Seller is only permitted where (i) the framework agreement expressly authorises reciprocal set-off between the parties, and (ii) all amounts being set off are certain, liquid, and due, which implies, where applicable, the absence of any challenge to the deductibility of a price reduction, or the Seller's express acceptance of the grounds and the amount of the Client's claim.

ARTICLE 8 – RETENTION OF TITLE

All Products sold remain the property of the Seller until full payment of the price, including principal, costs, and ancillary amounts, has been received.

For the purposes of this clause, the delivery of an instrument creating an obligation to pay shall not constitute payment.

Non-payment of any instalment may result in the reclaim of delivered but unpaid Products.

Products held in stock by the buyer shall be deemed to be those not yet paid for.

The return of Products belonging to the Seller shall be carried out at the buyer's expense, risk, and peril.

In any event, the Seller reserves the right to reclaim the Products from any sub-purchasers. Furthermore, in the event of resale, the claim may be exercised over the resale price of the Products or any corresponding receivable, including from any holder or assignee.

ARTICLE 9 – DELIVERY – TRANSFER OF RISK

Unless otherwise agreed, the Client assumes the cost and responsibility for transport. Delivery therefore takes place at the Seller's registered office.

The risk of loss or deterioration of the Products, as well as liability for any damage they may cause, is transferred to the Client upon handover of the Products to the carrier.

The Client must insure the Products from the time of delivery, at their own expense.

ARTICLE 10 – RECEIPT – TRANSPORT

The Client is required to verify the quantities delivered and the apparent condition of the Products and their packaging in the presence of the carrier.

The Client must note precise and detailed reservations on the delivery note.

Pursuant to Article L. 133-3 of the French Commercial Code, all disputes and reservations must be formally notified to the carrier by extrajudicial act or by registered letter with acknowledgement of receipt within 3 days of receipt (excluding public holidays).

Failing this, no claims relating to transport damage or quantities received will be considered.

ARTICLE 11 – DELIVERY TIMEFRAMES

The Seller fulfils orders as quickly as possible once the Client has met all obligations necessary for the delivery of the Products.

An order may not be cancelled, and the Seller's liability may not be engaged, solely on the grounds that delivery times exceed those requested by the Client.

ARTICLE 12 – CLAIMS

In addition to any recourse against the carrier, all claims must be submitted in writing and accompanied by supporting documentation.

No claim regarding the quality of the Products and/or quantities delivered will be accepted unless submitted in writing within 24 hours of delivery, in cases of missing items, delivery errors, or apparent defects.

In the event of a confirmed non-conformity, the Seller's sole obligation is to refund the delivered Products and/or to deliver conforming Products.

These remedies are conditional upon the prior return of the originally delivered Products.

ARTICLE 13 – WINE PRODUCTS – STORAGE

The Client is responsible for the storage conditions (temperature, light, humidity) of the Products.

The Client bears sole responsibility for all consequences arising from improper storage following delivery.

ARTICLE 14 – CORKED BOTTLES

The Client acknowledges the inherent uncertainty surrounding any wine purchase with regard to taste or cork taint.

In the event of a corked bottle, the Client must contact CARRIÈRE DISTRIBUTION by phone or email. The Client must then return the bottle concerned (full or nearly full) along with its original cork, accompanied by a letter stating the order number and date, within a maximum of one week of opening.

Return shipping costs will be reimbursed to the Client if cork taint is confirmed.

Upon receipt, Carrière Distribution will have the wine analysed by its oenologist. If the oenologist confirms that the bottle is corked, the Client may choose between:

• replacement of the bottle, subject to availability;
• a refund of the VAT-inclusive price of the bottle;
• a credit note (store credit) applicable to a future order.

Beyond a period of twelve (12) months following delivery, as the storage conditions of the bottles are outside the control of Carrière Distribution, responsibility for their storage rests solely with the Client.

Any claim relating to the organoleptic quality of the wines must be accompanied by evidence enabling an assessment of the storage conditions, such as photographs of the storage location, a description of temperature and humidity conditions, or any documentation relating to the use of appropriate storage equipment.

In the absence of sufficient evidence to attest to storage conditions consistent with accepted practice, Carrière Distribution reserves the right to refuse any request for replacement or reimbursement.

In any event, any deterioration of the product resulting from inadequate storage conditions (excessive or unstable temperature, exposure to light, insufficient humidity, etc.) shall not give rise to any compensation.

This clause does not affect the application of any statutory guarantees in force.

ARTICLE 15 – LIABILITY

Wine is a living product; natural variations do not constitute a non-conformity.

In the event of a proven breach by the Seller of its obligations, the Seller's liability is limited to direct, material, and foreseeable damages evidenced by the Client.

The Seller shall under no circumstances be liable for the repair of indirect, intangible, or unforeseeable damages.

In particular, the Seller shall not be liable for loss of business, loss of margin, loss of customers, or reputational damage.

In any event, the Seller's total liability is capped at the amount covered by the Seller's insurance policies.

ARTICLE 16 – NO RIGHT OF WITHDRAWAL

Sales between professionals do not benefit from any right of withdrawal.

ARTICLE 17 – FORCE MAJEURE

The Seller's liability is excluded if it is prevented from fulfilling an order by a force majeure event or by any of the following events, without it being necessary to demonstrate that the criteria for force majeure are met: any act of war, sabotage, or terrorism, insurrection, riot, act of government, embargo, strike or industrial action, lockout, flood, explosion, fire, shortage of fuel, energy, raw materials, or personnel, delay or disruption of transport, accident or breakdown (in particular IT-related) not resulting from the Seller's own negligence, epidemic, compliance with a mandatory legal or regulatory provision issued by public authorities, travel bans, or governmental injunctions restricting or prohibiting activities.

The Seller undertakes to notify the Client as soon as possible and to inform them of the possible consequences in terms of delays that may result.

Ongoing orders will be suspended or cancelled depending on whether the delay resulting from the force majeure event is less than or exceeds 90 (ninety) calendar days, without giving rise to any compensation whatsoever.

ARTICLE 18 – EXPORT / VAT

For any intra-Community or export sale, the Client must provide:

• a valid VAT number;
• the required tax documentation.

In the absence of compliant documentation, French VAT may be charged.

Customs obligations are the Client's responsibility unless otherwise stipulated.

ARTICLE 19 – INTELLECTUAL PROPERTY

Any reproduction of the Website's content is prohibited without prior written authorisation.

ARTICLE 18 – PERSONAL DATA

The management of the contractual relationship with the Client leads the Seller to process personal data relating to the Client's individual contacts.

The Seller processes personal data necessary for its activities in compliance with applicable regulations, and in particular the General Data Protection Regulation (GDPR) and the amended French Data Protection Act (Loi Informatique et Libertés).

Personal data is not shared with any third party and is used solely for the purposes of the contractual relationship between the Seller and the Client. It is deleted no later than 5 years after the Client's last order.

The individual whose personal data is processed holds, in accordance with applicable laws and regulations, the right of access, the right of rectification, the right to erasure, the right to restriction of processing, the right to object to processing, the right to data portability, and the right to withdraw consent.

Any person wishing to exercise their rights may contact the Seller using the Seller's standard contact details.

The Client warrants to the Seller that it has the authorisation to transmit to the Seller any personal data relating to an individual, and that it complies with applicable data protection regulations.

The privacy policy is available on the Website.

ARTICLE 19 – GOVERNING LAW – COMPETENT COURTS

The GTC and sales contracts are governed by French law, to the exclusion of the Vienna Convention on the International Sale of Goods.

In the event of a dispute regarding the interpretation and/or performance of these GTC, and in the absence of an amicable resolution, exclusive jurisdiction is hereby assigned to the Commercial Court of Dijon (Tribunal de Commerce de Dijon), including in cases involving multiple defendants or actions, interim proceedings, or warranty claims.