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General Terms and Conditions of Sale to Trade Customers

European Union — importers, wholesalers, wine merchants and restaurants.

Version française — this English text is a translation provided for convenience. In the event of any discrepancy, the French version prevails.

Preamble

These terms govern sales of wine by Domaine d'Aubigny to trade customers — importers, wholesalers, wine merchants and restaurants — established in a Member State of the European Union other than France.

They apply neither to sales to consumers, which are governed by the Estate's online terms and conditions of sale, nor to sales outside the European Union, which are subject to separate terms.

Article 1 — Identification of the seller

DOMAINE D'AUBIGNY, a simplified joint-stock company (société par actions simplifiée) with share capital of EUR 70,620, registered office at Hameau d'Aubigny, 71510 Aluze, France, registered with the Chalon-sur-Saône Trade and Companies Register under number 841 534 803.

  • SIRET: 841 534 803 00033
  • EU VAT number: FR68841534803
  • APE code: 01.21Z — Grape growing
  • Telephone: +33 3 85 44 76 76
  • Email: info@aubigny.wine
  • Excise authorisation, grower / authorised warehousekeeper: FR022004E6212
  • Excise authorisation, merchant / authorised warehousekeeper: FR100000E4930
  • Organic certification: FR BIO-150-0100560.2025.002 — certifying body Alpes Contrôles (FR-BIO-15)

Hereinafter “the Estate”.

Article 2 — Purpose and acceptance

Placing an order with the Estate constitutes full and unreserved acceptance of these terms, which the Buyer acknowledges having received and read before ordering.

The Estate may amend them at any time. The terms applicable to an order are those in force on the day the Estate accepts it.

Article 3 — Precedence of these terms

These terms prevail over any purchasing conditions of the Buyer, whatever their date, form or medium, and even where such conditions are communicated subsequently.

No special condition may prevail over these terms save with the express written acceptance of the Estate. The fact that the Estate does not at a given time rely on any of these provisions shall not be construed as a waiver of its right to rely on them later.

Article 4 — Orders, allocation and availability

Orders are placed in writing, by email or through the trade section of the Estate's website.

An order binds the Estate only once it has been confirmed in writing by the Estate. The Estate reserves the right to refuse any order, in particular in the event of an ongoing dispute, a previous payment incident, or incompatibility with its distribution policy.

Minimum order: 600 bottles.

The Estate's production comes from limited harvests. Volumes are allocated by cuvée and by vintage. The Estate is under no obligation as to volume from one year to the next, and a previous order creates no right to renewal. Should a cuvée be exhausted after an order has been confirmed, the Estate shall inform the Buyer without delay and refund the corresponding sums, without such unavailability giving rise to any compensation.

Article 5 — Prices

Prices are expressed in euros, exclusive of tax, ex cellar, exclusive of excise duties, carriage and insurance.

Trade prices communicated are valid for the vintage and the period they state. The Estate may revise them at any time; orders are invoiced at the rates in force on the day they are confirmed.

Any discount granted is a one-off, specific to the order concerned, not renewable, and does not constitute a reference price for subsequent orders.

Article 6 — Payment terms

Export sales are payable in advance, without exception. Payment of the invoice in full is a condition of the goods being made available: no bottle is released or loaded before the funds have actually been received.

No payment period is granted, whatever the length or regularity of the commercial relationship.

Payment is made by bank transfer in euros to the account stated on the invoice, all bank charges being borne by the Buyer. The invoice reference must appear on the transfer.

No discount is granted for early payment.

The Buyer may not set off sums due to the Estate against any claims without prior written agreement.

Article 7 — Late payment

Any late payment automatically gives rise, without prior formal notice, to:

  1. late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, and in any event at least equal to three times the French statutory interest rate;
  2. a fixed recovery indemnity of EUR 40 per unpaid invoice, without prejudice to additional compensation upon proof of the costs actually incurred;
  3. the immediate payability of all sums outstanding, whatever their due date;
  4. the automatic suspension of any order in progress.

These provisions comply with Article L. 441-10 of the French Commercial Code and with Directive 2011/7/EU on combating late payment in commercial transactions.

Article 8 — Retention of title

The Estate retains ownership of the goods delivered until payment of their price in full, including principal, interest and incidental costs.

Transfer of ownership is thereby suspended, by way of derogation from Article 1583 of the French Civil Code and in accordance with Articles 2367 et seq. of that Code. Transfer of risk, by contrast, occurs upon loading, as provided in Article 9.

Until payment in full, the Buyer shall:

  • keep the goods separately and identifiably;
  • insure them against all risks, at its own cost, for the benefit of the Estate;
  • inform the Estate without delay of any seizure, protective measure or insolvency proceedings affecting the goods;
  • refrain from pledging them or assigning them by way of security.

The Buyer is authorised to resell the goods in the ordinary course of its business; in that event, the claim arising from the resale is substituted for the goods up to the amount owed to the Estate.

Article 9 — Delivery — Incoterm FCA Aluze

Sales are concluded on the basis of the Incoterm FCA — Free Carrier, Hameau d'Aubigny, 71510 Aluze, France (Incoterms® 2020).

The Estate's obligation is limited to making the goods available at its premises in Aluze and loading them onto the vehicle or carrier designated by the Buyer.

Risk passes to the Buyer once loading is complete.

From that moment, and without any exception, the Buyer is solely responsible for, and bears the entire cost of:

  • carriage from Aluze to destination, and the appointment of the carrier;
  • insurance of the goods in transit;
  • temperature control and conditions of carriage;
  • all customs, tax and regulatory formalities at destination;
  • any loss, breakage, theft or deterioration occurring after loading.

The Estate arranges no transport, appoints no carrier and takes out no insurance in respect of these consignments.

Collection dates are indicative. A delay in collection gives rise to no compensation and no right of cancellation. After thirty days from the goods being made available, the Estate may charge storage costs or return the goods to sale following formal notice that has remained without effect.

Article 10 — Excise duty and movement under duty suspension

The wines move under the excise duty suspension arrangement.

The electronic administrative document (e-AD / EMCS) is issued by the Estate in its capacity as authorised warehousekeeper. The Buyer shall communicate in good time its excise number and the details of the destination warehouse.

Discharge of the movement is the Buyer's responsibility, as are the excise duties payable at destination and any local tax. Should the movement not be discharged within the regulatory time limits, the Buyer shall bear in full any duties, penalties and interest claimed from the Estate, and undertakes to reimburse them on first demand.

Article 11 — Intra-Community VAT and proof of dispatch

Supplies benefit from the VAT exemption provided for in Article 262 ter I of the French Tax Code and Article 138 of Directive 2006/112/EC, provided that the Buyer communicates a valid VAT identification number in the Member State of destination.

That number is verified in the VIES database before any invoicing. The Buyer warrants its validity and shall inform the Estate without delay of any change.

As carriage is arranged by the Buyer, the Buyer undertakes to provide the Estate, within fifteen days of collection, with written confirmation that the goods have been received in the Member State of destination, in accordance with Article 45a of Implementing Regulation (EU) No 282/2011, together with the transport document.

Should that confirmation not be provided, or should the tax authorities call the exemption into question for a reason attributable to the Buyer, the corresponding French VAT, together with penalties and interest, shall be re-invoiced to the Buyer and payable on first demand.

Article 12 — Receipt, reservations and breakage

It is for the Buyer or its carrier to check the condition and conformity of the goods at the time of loading.

Any reservation must be recorded precisely and in detail on the transport document at the time of loading, then confirmed to the Estate in writing within three working days. General reservations such as “subject to unpacking” have no legal value.

No claim relating to breakage, shortage or the condition of the goods is admissible after loading, risk having passed in accordance with Article 9. Such claims are a matter for the carrier and for the insurance taken out by the Buyer.

Any claim relating to a latent defect must be made in writing within thirty days of its discovery, together with samples and photographs, and in any event within twelve months of delivery.

Article 13 — Warranties and limitations

The Estate warrants that the wines delivered conform to their appellation, their vintage and the French and European regulations applicable at the date of delivery.

Wine is a living product. Variations in development specific to each bottle, deposits, the ageing of the cork and differences of expression between bottles of the same lot do not constitute a lack of conformity.

The Estate gives no warranty whatsoever as to the development of the wines after loading, the conditions of carriage and storage being entirely outside its control.

The Estate's liability, on any ground whatsoever, is limited to the replacement of bottles acknowledged to be defective or the refund of their invoiced price, to the exclusion of any indirect loss, loss of profit, loss of custom or damage to reputation.

Article 14 — Resale, territory and pricing policy

The Buyer resells the wines under its sole commercial responsibility.

The Estate may grant the Buyer an active sales territory within which the Buyer concentrates its sales efforts. Any such grant is the subject of a separate written agreement.

The Buyer remains free to respond to unsolicited orders from any other Member State, and to set its resale prices freely. Any prices the Estate may communicate are indicative only, are in no way imposed, and do not bind the Buyer.

The Buyer undertakes to preserve the image of the wines: storage in appropriate conditions, presentation consistent with the Estate's positioning, and information to the Estate regarding any significant distribution channel it intends to use.

Article 15 — Labelling and compliance at destination

The wines are delivered with labelling that complies with French and European regulations.

It is for the Buyer to verify and ensure, at its own cost, that the products comply with the specific requirements of its market: national mandatory particulars, language, health warnings, back labels, prior registrations and local taxes.

Any back label applied by the Buyer may not conceal or alter the mandatory particulars of origin, and must be submitted to the Estate for prior written approval.

Repackaging, substantial relabelling, decanting and any alteration of the bottles, corks or capsules are prohibited.

Article 16 — Trade mark, images and communication

The trade mark DOMAINE D'AUBIGNY is registered. The Buyer is authorised to use the name, images and texts supplied by the Estate solely for the purpose of marketing the wines it has purchased from the Estate.

That authorisation is non-exclusive, non-transferable, and ends with the commercial relationship. The Buyer may not register, or cause to be registered, any sign reproducing or imitating the Estate's trade mark, nor register any domain name containing it.

Any public communication associating the Estate's name with a promotional operation requires its prior written agreement.

Article 17 — Force majeure and harvest risk

The Estate is not liable for any failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code.

In addition, the following are expressly treated as exonerating causes: climatic and plant-health events affecting the harvest — frost, hail, drought, excess water, vine diseases — as well as any administrative decision affecting the production, movement or marketing of the wines.

In the event of an insufficient harvest, the Estate shall allocate the available volumes among its customers on objective criteria, without such reduction giving rise to any compensation.

Article 18 — Confidentiality and personal data

Trade prices, availability and commercial terms communicated to the Buyer are confidential and may not be disclosed to third parties.

The personal data of the Buyer's contacts is processed solely for the purposes of the commercial relationship, in accordance with Regulation (EU) 2016/679. The rights of access, rectification, erasure, portability and objection may be exercised at info@aubigny.wine, or by post to Hameau d'Aubigny, 71510 Aluze, France.

Article 19 — Termination

Should the Buyer fail to perform any of its obligations, and fail to remedy that failure within fifteen days of formal notice that has remained without effect, the Estate may suspend all deliveries and terminate the commercial relationship, without prejudice to any damages.

Termination of the relationship renders all sums due immediately payable and ends the authorisations granted under Article 16.

Article 20 — Governing law, Vienna Convention and jurisdiction

These terms and the sales they govern are subject to French law, excluding its conflict-of-laws rules.

The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention) is expressly excluded.

Any dispute relating to their formation, interpretation, performance or termination falls within the exclusive jurisdiction of the Commercial Court of Chalon-sur-Saône, France, including where there are several defendants, in warranty proceedings or in urgent proceedings.

This jurisdiction clause is agreed in writing between traders and is enforceable throughout the European Union pursuant to Article 25 of Regulation (EU) No 1215/2012.

Article 21 — Language

These terms are drawn up in French and translated into English for the convenience of the parties.

In the event of any discrepancy in interpretation, the French version prevails.

Article 22 — Partial invalidity

Should any provision of these terms be declared void or unenforceable, the remaining provisions shall retain their full effect, and the parties shall negotiate in good faith a replacement provision of equivalent effect.

General terms and conditions of sale to trade customers — European Union, in force as of 1 October 2026.

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