These general conditions of sale are applicable to all sales of products or merchandise made by the Company LAMOTHE-ABIET, SAS with capital of 200000 euros, whose headquarters is situated in France at CANEJAN (33610), Avenue Ferdinand de Lesseps, Zone d’Activitiés, registered in France in the Company’s Register in BORDEAUX with the number 456 201 722 (hereafter “the Company” or “the Vendor”) with contracting parties in the context of their professional activity, whose headquarters may be situated within or outside of France (hereafter “the Client(s)” or “the Buyer(s)”) through the intermediary of the website of the Company: www.brewline.eu (hereafter “the Website”).
These general conditions of sale are applicable ipso jure to all sale’s contracts, bearing on the beer-making Products offered the Company on the Website (hereafter the “Product(s)”) and concluded between the Company and the Client through the Website, in the absence of contrary derogation resulting from a specific written agreement between the parties. All order by the Client implies unconditional acceptance of the general conditions of use of the Company’s Website, which are an essential element in the sale’s contract (hereafter “Sale’s Contract”) and whose conditions take precedence, in case of contradiction with any other document. These general conditions of sale alone govern the Company’s sales carried out through the intermediary of the Website, exclusive of the Client’s general conditions of purchase or any other document coming from the Client which has not been subject to prior written acceptance from the Company, as well as any former correspondence, document or advertising catalogue from the Company, which are given for information purposes only. No change to these general conditions of sale may be invoked against the Company without a prior written agreement from the Company.
The fact that the Vendor does not specifically refer to any one of the present terms and conditions, cannot be interpreted as a renunciation of its right to impose any one of the said conditions at a future date.
These general conditions of sale come into force as soon as they are posted on the Website. Any buyer may at any time take note of them on the Website. They cancel and supersede any other general terms and conditions published previously by the Vendor.
Any order on the Website is made when the Buyer accepts the present general conditions of sale by checking the appropriate box, confirming their order, and proceeding to payment of the order price on the corresponding interface. Providing their bank details online and confirming the order constitute a proof of sale’s contract, and imply that the Buyer fully accepts these general conditions of sale.
Sales are completed only after express written acceptance of the order by the Vendor, who will ensure the availability of the ordered Product. This may be done by the Vendor sending an order validation email confirming the contractual information.
The data saved in the Vendor’s computer system constitute proof of all the transactions with the Buyer. Regardless of the situation or the express agreement between the parties, no renunciation of completion by the Vendor may lead to any compensation for the Buyer. The order can only be transferred from the Buyer with the agreement of the Vendor. The Vendor reserves the right, at any time, whatever the stage of the order’s progression, especially in case of market fluctuations, to make any modifications concerning its Products, prices or conditions without warning or compensation to the Buyer - both concerning the present general conditions, as well as specific conditions concerning the sale. It should be noted that information given in catalogues, prospectuses, notices, comparaisons and pricings - and more generally in documents presenting the Vendor’s Products or information given about the Vendor, in whatever form - are only given for information purposes and are non-contractual and do not engage the Vendor’s responsability. Furthermore, by express agreement between the parties and excluding cases of force majeure, no order accepted by the Vendor may be totally or partially cancelled (unless the Vendor has given his written consent) or more generally modified by the Buyer while it is in progress. In addition to the fact that, in such a case, the Buyer may run the risk of having to pay compensation for the resulting losses suffered by the Vendor, the Vendor will retain any advance payment and/or deposit paid by the Vendor.
For all orders made on the Website, payment of the entire price must be made at the time of ordering, by debit or credit card, on the interface provided for this. The invoice is considered to be settled when the amount shown on it is credited to the Vendor’s bank account. The Vendor reserves the right to postpone the execution of the order and the delivery in case of refusal of authorisation of payment from the Buyer’s bank, or in case of non-payment. At no point may the amounts paid by the Buyer be considered as deposits or down payments, unless express agreed upon between both parties. By express agreement between the parties, the above-mentioned payment deadline may not be extended for any reason whatsoever – complaints made by the Buyer will in no circumstances be a reason for postponing the payment deadline for the order to which they are related. No discount is granted for early payment unless specified otherwise in expressly agreed special terms and conditions.
Any sum not paid by the due date will automatically give rise, without prior notice, to the payment of late-payment penalties of 1% per month on the amount outstanding. This interest will run from the due date until the amount due is paid in full. Furthermore, at the Company’s request, failure to pay by the due date will lead, as of right, to the payment under a penalty clause of compensation equal to 15% of the unpaid amount, plus a fixed compensation payment of 40 euros to cover recovery costs, in accordance with the provisions of article L441-6 of the Code of Commerce. In addition, the non-payment of a single invoice will make all the other invoices remaining due to the Vendor immediately payable as of right, with all the sums concerned subject to the same provisions as those set out above. The Buyer may not deduct any amount and/or withhold any sums as compensation unless the Vendor has given his express prior consent. In the event of late payment - and without prejudice to the application of the above-mentioned penalties - the Vendor may, of his own volition:
Any deterioration in the Buyer’s credit, any failure by him to abide by the payment terms or the outstanding payment terms stipulated by the Vendor and, more generally, any change – regardless of its origin - in the Buyer’s situation may justify - by express agreement between the parties – a demand for guarantees and/or special payment arrangements fixed by the Vendor, and even a refusal by the Vendor to process the orders placed by the Buyer. The Buyer will authorize access to his premises for any individual appointed by the Vendor to this effect, accompanied by a public official, to draw up a full inventory of his Products.
The Products are provided at the Vendor’s current prices indicated on the Website on the day of the order. The Vendor reserves the right to modify these prices at any time.
The Products’ prices are shown in euros and do not take into account delivery costs, nor import tax and eventual insurances, which will be added if required, as indicated when the order is validated.
Prices shown excluding VAT, which will be added at the rate applicable on the day of ordering. Any changes to the applicable VAT rate will automatically be passed on the Products’ price.
Delivery and/or hand-over times are given for guidance purposes only. The Buyer may not demand damages, deductions or the cancellation of an order if these times are exceeded. Furthermore, these times are conditional on the Vendor receiving all the information required from the Buyer in good time.
The Vendor’s Products are considered to be compliant and therefore approved by the Buyer ex-Vendor’s works – as stipulated in article 7, or any other location designated to that effect by the Vendor. Products may not be returned without the Vendor’s written consent (documented by a return form filled in by the Vendor and sent to the Buyer). If the Buyer has any complaints under the compliance guarantee or the hidden defects guarantee, he must provide full evidence for these and, where relevant, all the documents attesting to the defective nature of the Products in question. In the event of a justified complaint, the Buyer and the Vendor will agree to meet on the site on which the Products in question are stored, so that they can carry out a joint, detailed inspection. If, after the inspection, the Vendor considers the complaint to be valid, he will cover the cost of repairs or replacement at his discretion and of re-dispatching the repaired or replaced Products, and will refund the return costs initially paid by the Buyer.
In all cases, Product returns – subject to the Vendor’s prior agreement as defined above – are conditional on the following:
Pending this agreement, the Buyer must make the Product available to the Vendor on his own premises. The fact that the Vendor agrees to the return of a defective Product may not be interpreted as an acknowledgement of his liability. Any Product returned without the Vendor’s agreement will be placed at the Buyer’s disposal and no credit note will be drawn up. The Buyer must take all steps to ensure that the defect observed is not aggravated. Failure to do so will exclude the option of initiating liability proceedings against the Vendor.
The Buyer considers the packaging to be suitable for protecting the purchased Products and therefore agrees to discharge the Vendor from all proceedings directed against him on these grounds. Unless special packaging or specific terms and conditions are involved (such as consignation, express dispatch, etc.), which will be expressly mentioned in the order confirmation document issued by the Vendor, the packaging will be included in the price of the Products and must not be returned to the Vendor, except when the guarantee stipulated in article 5 hereinabove is used.
If the Vendor sells on the Website, the guarantee and the after sale’s service are the responsibility of the producer, with whom the Buyer will make the necessary undertakings.
Considering the variety of situations encountered in such matters, the arrangements for delivering the Products will be fixed in the Sales Contract and will be mentioned in the order confirmation document issued by the Vendor. Unless expressly agreed otherwise by the Vendor, the Products are delivered EX WORKS CANEJAN (France) (Incoterms 2010). Furthermore, it is the Buyer’s responsibility:
to take possession (load and/or unload) of the Products concerned by the order at the agreed location, date and time and to check that they comply with the order (the condition, quantity, quality and, more generally, the compliance of the Products delivered with the contents of the order concerned);
to report any problems concerning the Products on reception (in particular by writing any reservations on the document where the carrier asks the Buyer to discharge him from liability for the shipment) by producing all the evidence required to demonstrate these problems; • to confirm the problems observed – independently from any reservations expressed to the carrier in accordance with the regulations in force – to the Vendor by letter sent by recorded delivery within three days of receiving the Products. The Buyer is responsible for providing all proof of the existence of any claimed defects or problems.
All obligations on the Vendor will be suspended as of right in the event of a case of ‘force majeure’, an act of God, actions by third parties or any other event that may not be ascribed to the Vendor (and particularly, but not exclusively: a reduction or stoppage in the production of supplies, disruption of means of communication or transport, a climate event such as a storm, cyclone, etc.), as long as the Vendor simply informs the Buyer of the existence of the event and the length of time for which the obligations are likely to be suspended. If the event lasts for longer than 90 days, either party may terminate the Sales Contract as of right by simply notifying the other party.
The Products whose sale is governed by these terms and conditions are sold with express retention of title. The Vendor expressly makes the transfer of title conditional on the principal and other charges being paid in full. It is understood that the simple issuance of a payment order creating an obligation to pay – a bill of exchange or other – does not constitute a payment under the terms of this clause; the Vendor’s original claim on the Buyer remains, with all the guarantees attached to it, including retention of title, until the said payment has actually been made in accordance with these general terms and conditions of sale. The above provisions do not prevent the risk of loss or deterioration of the goods subject to retention of title, or of any damage that they may cause, being transferred to the Buyer once the Products have been handed over (as defined by these terms and conditions). The Buyer must take out insurance to cover all the risks that may arise following the hand-over of the Products. The Buyer must take constant care to ensure that the Products that have not been paid for are stored in conditions that comply with the storage conditions set out in the technical specifications for the Products, are identified as the Vendor’s property and may not be confused with other Products or be the subject of a third-party claim. The Products in stock are presumed to be those that have not been paid for. The Buyer undertakes not to transform, incorporate or, more generally, modify the Products before he has paid the price in full. The Buyer also undertakes not to offer the Products as a security or transfer their ownership in any form whatsoever as a guarantee. The Vendor may, at any time and without the need for prior notice, take the Products back at the Buyer’s expense if the latter fails to perform any one of his obligations, without prejudice to the Vendor’s right to claim damages in this respect. The Vendor and his carrier will therefore be authorized to enter the Buyer’s premises to remove the Products concerned by the retention of title clause. This procedure does not exclude the Vendor from initiating any other legal action or proceedings. If the Buyer sells the Products covered by this order, he places himself under obligation – at the Vendor’s discretion – to immediately pay the balance of the price remaining due to the Vendor or to take all steps (of which he must first inform the Vendor and obtain his consent) required to ensure that the Vendor’s interests are protected.
10.1 The Vendor takes every care to ensure that his Products are of good quality. They are covered by the usual manufacturer’s guarantees. The Buyer, for his part, takes on the risks and liabilities resulting from the resale, use and implementation of the Products, on their own or combined with others. This guarantee is therefore granted subject to the express condition that the Buyer or second-party purchasers use the Products with caution and in accordance with their intended purpose. In accordance with the legal provisions, the Products are covered by the legal compliance guarantee and the legal guarantee against hidden defects caused by a material, design or manufacturing fault affecting the Products and making them unsuitable for use.
10.2 As a professional, the Buyer acquires the said Products with full awareness of the implications, having been fully informed of the characteristics, effects, reactions, and evolutions in the Products acquired from the Vendor. The Buyer has been fully informed by the technical documents placed at his disposal by the Vendor and describing the Products’ characteristics, performance, packaging and storage and usage conditions.
The Buyer therefore takes full responsibility for the choice, usage and suitability of the Products he has ordered for his own needs and, in particular, for the conditions in which the said Products must be stored and used.
Therefore, the Vendor may not be held liable for any difficulties other than manufacturing faults affecting the Products covered by the order. The Vendor will therefore be totally exonerated from any liability linked to:
The fact that the Products covered by the order are not suited to the Buyer’s needs,
The fact that the Buyer uses the Products covered by the order in a context inappropriate to the said Products’ characteristics, performance and usage conditions.
10.3 The Company’s one and only obligation under its guarantee is limited to replacing or repairing – at its sole discretion – a Product that is acknowledged to be defective by the people responsible for examining it, to the exclusion of any compensation for any direct or indirect personal, material or immaterial prejudice, and particularly for any operating losses, loss of use or any loss of income suffered by the Customer or his beneficiaries or any second-party purchaser of the said Product. Furthermore, the Company’s overall liability and any guarantee due to the Customer will be expressly limited to a total of one hundred thousand euros (100,000€).
Our contact information is as follows:
It is expressly agreed between the Vendor and the Buyer:
This clause applies even in the case of summary proceedings, incidental claims, or multiple defendants.
If the general terms and conditions of sale are translated into a foreign language, the French language version will prevail over all other translations in the event of an objection, dispute or difficulty in interpreting or executing the general terms and conditions of sale and, more generally, concerning the relations between the parties.