1. APPLICABILITY AND DEFINITIONS 

1.1. These general terms and conditions (the General Terms and Conditions) apply to all products and services provided by Garrigue B.V. (Garrigue or we) to you (Customer or you), unless and to the extent only that we agree otherwise in writing, and supersede any previous terms that we may have supplied to you. 

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1.2. In case of a conflict between these General Terms and Conditions and the terms and conditions agreed pursuant to clause 2.3, the terms and conditions agreed pursuant to clause 2.3 shall prevail.

1.3. Any terms and conditions proposed by you or which you may purport to apply under any purchase order or confirmation of order, or which are implied by trade, custom, practice or course of dealing, are expressly excluded. 

1.4. In these General Terms and Conditions  Contract Goods means: the wine and/or spirits and/or packaging and/or auxiliary materials sold by Garrigue to you.

1.5. Garrigue B.V. also trades under the trade names Garrigue, CAMPARNAUD and ATELIER DU ROSÉ.

2. OFFERS, ORDERS AND BINDING AGREEMENT 
2.1. Quotations, offers, and price lists from or on behalf of Garrigue are non-binding. In the case of a fixed quotation, this will be valid for such a period as mentioned by Garrigue, and if not mentioned it expires after 30 days from the date of the quotation. 
 

2.2. All orders shall be deemed to be an offer by you to purchase products or services pursuant to these General Terms and Conditions. 

2.3. No order shall be binding on Garrigue until it is accepted in writing by email by one of our authorised representatives or confirmed by Garrigue in writing.

2.4. Upon Garrigue's acceptance of an order, the order is deemed final and binding. Subsequently, the Customer shall not be entitled to modify or cancel the order under any circumstances, unless we agree to such modification or cancellation in writing.

3. PRICES

3.1. The prices charged for the Contract Goods will be those applied by us on the date of acceptance of your order. 

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3.2. The prices used by Garrigue are Ex Works (EXW), inclusive of packaging and exclusive of excise duties, import duties, and other levies.

3.2. All prices quoted are exclusive of Value Added Tax (VAT) unless otherwise stated. VAT shall be payable by you at the prevailing rate, subject to receipt of a valid VAT invoice from us.

4. PAYMENT
4.1. Garrigue shall be entitled to invoice the Customer at any time after acceptance of the order. Each invoice shall quote the relevant order number(s).

4.2. The Customer shall pay invoices in full and in cleared funds within 60 days of receipt of an invoice. Payment shall be made to the bank account nominated in writing by Garrigue.

4.3. If a party fails to make a payment due to the other party under General Terms and Conditions by the due date, then, without limiting the other party's remedies, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. 

4.4. Interest under this clause will accrue each day at 4% a year above the 3-month EURIBOR rate from time to time, but at 4% a year for any period when that base rate is below 0%.

4.5. If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify Garrigue in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Each party shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to Garrigue, the dispute shall be resolved in accordance with clause 14.

4.6. Garrigue may at any time, without notice to the Customer, set off any liability of the Customer to Garrigue against any liability Garrigue has to the Customer, whether either liability is present or future, actual or contingent, and whether or not either liability arises under the General Terms and Conditions. Any exercise by Garrigue of its rights under this shall not limit or affect any other rights or remedies available to it under these General Terms and Conditions or otherwise.

5. DELIVERY
5.1. Delivery shall take place Ex Works (EXW) unless otherwise agreed pursuant to clause 2.3. In the event of EXW, delivery is completed when Garrigue places the order at the Customer's disposal at the delivery location as stated in the order.

5.2. If delivery has been agreed “carriage paid to Customer” the following provisions shall apply: (i) Garrigue shall determine the means of transport for the Contract Goods at its sole discretion; (ii) the risk of the Contract Goods shall pass to the Customer at the moment that they have been delivered, carriage paid, to the Customer and unloaded from the vehicle; (iii). the carriage paid delivery of the Contract Goods to the Customer shall take place to the delivery address indicated by the Customer in writing; (iv) carriage paid delivery shall go no further than placement on the unloading platform or immediately over the threshold of the agreed delivery address; (v) the Customer shall offer assistance for its own account in unloading the cargo (for example, by making available mechanical aids such as forklift trucks with drivers); (vi) if the Customer is not present at the agreed delivery address on the agreed delivery time and the Contract Goods cannot be delivered, any costs and expenses incurred by Garrigue will be reimbursed in full by the Customer. 

5.3. Delivery shall take place during normal business hours. Agreed delivery times are target times. Garrigue may deliver the Contract Goods in different shipments or consignments.

6. INSPECTION, COMPLAINTS
6.1. The Customer shall notify Garrigue in writing of any complaints in respect of the Contract Goods immediately after it has, in reasonableness, been able to ascertain them, but in any case, within 30 days after delivery. 

6.2. In the event of carriage free delivery, any visible damage to or any visible loss of the Contract Goods which arose during the transport shall be established by or on behalf of the Customer in writing on the transport document. The Customer must immediately send a copy thereof to Garrigue.

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6.3. In its notification, the Customer must give an accurate statement of the nature of and the grounds for the complaint and the invoice in question together with any supporting evidence.

 

6.4. The Customer must allow Garrigue to, within a reasonable period after receipt of the written complaint, ascertain or to cause to be ascertained any losses, differences in size or damage on the basis of the Contract Goods in their original condition and in their original packaging. If the Customer, in the meantime, should have treated or processed the Contract Goods (in whole or in part), or should have resold them, then any right to file a complaint and/or to receive compensation for damage shall lapse. 

 

6.5. Complaints shall not give the Customer the right to suspend its payment obligation(s).

6.6. If we determine that the Contract Goods are not of satisfactory quality (in whole or in part), we shall at our sole option either pay compensation up to a maximum amount of the value of unsatisfactory Contract Goods based on the relevant invoice, or it shall replace the unsatisfactory Contract Goods in question free of charge. 

6.7. If within 60 days following the complaint, Garrigue and the Customer do not mutually agree on a resolution, Garrigue and the Customer may jointly nominate a third-party expert who is a member of the Dutch Board of Experts in Wine & Spirits (College van Experts in Wijn & Gedistilleerd) (the Expert). Within 30 days following the appointment of the Expert, the Expert shall determine the quality of the Contract Goods. The Expert acts as an expert and not as an arbitrator and determines the dispute by means of binding advice (bindend advies), other than in case of manifest error (in which case the relevant matter will be referred back to the Expert for correction. Each of the Garrigue and the Customer shall fully comply with such binding advice. The costs of the Expert shall be borne as it shall direct at the time it makes any determination or, failing such direction, equally between Garrigue and the Customer.

6.8. In relation to complaints, each delivery of part of an order shall be deemed to be a separate delivery.

6.9. The return of delivered goods may only take place carriage paid for the risk of the Customer after Garrigue has given its written permission to return them. Said return shipment must take place within five working days after obtaining written permission, carriage paid to the address designated by Garrigue and the Customer must ensure that the goods are carefully packaged and shipped.

7. STORAGE, HANDLING, RECALL AND PALLETS
7.1. You shall take all reasonable steps to preserve the quality of the Contract Goods from the time of delivery until dispensed to the ultimate consumer.

7.2. In performing your obligations, you shall comply with all applicable laws, statutes, and regulations from time to time in force. Garrigue may terminate or cancel any order with immediate effect by giving written notice to the Customer if the Customer commits a breach of this clause.

7.3. If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Contract Goods from the market (Recall Notice) it shall immediately notify Garrigue in writing enclosing a copy of the Recall Notice.

7.4. Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Garrigue and only then in strict compliance with Garrigue's instructions about the process of implementing the withdrawal.

7.5. The Customer must either deliver an equal number of pallets used in the delivery of the Contract Goods at the moment of delivery to the transport provider. 

7.6. You shall trade the Contract Goods exclusively in the original packaging as they come from Garrigue, in unchanged condition and intact. However, you may trade individually any Contract Goods which have been delivered in bulk packaging, provided the individual products are traded in the original packaging as they come from Garrigue, in unchanged condition and intact. 

8. TITLE AND RISK
8.1. Risk in Contract Goods shall pass to the Customer on delivery in accordance with clause 5.

8.2. All Contract Goods shall remain the property of Garrigue after delivery, and title to Contract Goods shall not pass to the Customer, until the earlier of: (a) Garrigue receives payment in full (in cash or cleared funds) for the Contract Goods due to Garrigue for sales of the Contract Goods in which case title to these Contract Goods shall pass at the time of payment; and (ii)  the Customer resells those Contract Goods, in which case title to those Contract Goods shall pass to the Customer at the moment immediately before the relevant resale.

8.3. Until title to Contract Goods has passed to the Customer, the Customer shall: (a) store those Contract Goods separately from all other goods held by the Customer so that they remain readily identifiable as Garrigue's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to those Contract Goods; (c) maintain those Contract Goods in satisfactory condition and keep them insured on Garrigue's behalf for their full price against all risks with an insurer that is reasonably acceptable to Garrigue's; and (d) give Garrigue's such information as Garrigue's may reasonably require from time to time relating to the Contract Goods.

8.4. At any time before title to the Contract Goods passes to the Customer, Garrigue's may: (a) by notice in writing, terminate the Customer's right to resell the Contract Goods or use them in the ordinary course of its business; and (b) require the Customer to deliver up all the Contract Goods in its possession that have not been resold,  enter any premises of the Customer or of any third party where the relevant Contract Goods are stored to recover them.

8.5. The Customer must inform Garrigue immediately by telephone and in writing of any claims by or attempts on the part of third parties to get Contract Goods subject to the Garrigue's retention of title under their control or to attach or seize them.

9. LIMITATION OF LIABILITY
9.1. Garrigue has obtained insurance cover in respect of certain aspects of its liability for individual claims up to a maximum of EUR 2,500,000 per claim. Garrigue has been unable to obtain insurance in respect of certain types of liability at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover Garrigue has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

9.2. References to liability in these General Terms and Conditions include every kind of liability arising under or in connection with General Terms and Conditions and any order including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3. Nothing in these General Terms and Conditions limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence.

9.4. Subject to clause 9.3, Garrigue's total liability to the Customer shall not exceed the lower of: (i) the invoiced amount for the relevant Contract Goods and (ii) the amount actually recovered under the insurance cover pursuant to clause 9.1.

9.5. In no event shall Garrigue be liable for indirect and consequential losses, such as (i) loss of profits, (ii) loss of sales or business, (iii) loss of agreements or contracts; (iv) loss of anticipated savings (vi) loss of or damage to goodwill.

9.6. If there should be damage as a result of a defect in the product as referred to in articles 6:185 and thereafter of the Civil Code of the Netherlands, Garrigue shall furnish to the Customer the necessary details of the producer of the product. The Customer is obliged to institute its claim against the producer unless Garrigue must be deemed to be the producer on the basis of article 6:187 of the Civil Code of the Netherlands. 

10. FORCE MAJEURE
10.1 Garrigue shall not be liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, such as strike, lock-out, labour disturbance, government action, riot, armed conflict, accident, unavailability or breakdown of normal means of transport, act of God, failure of internet service provider or telecommunications provider. The time for the performance of such obligations shall be extended accordingly.

10.2. Should the situation of force majeure last so long that the Customer, in reasonableness, can no longer demand compliance on the part of Garrigue, then either party may cancel the order by means of a simple written statement, without judicial intervention and without payment of compensation. 

11. INTELLECTUAL PROPERTY RIGHTS AND PROMOTIONAL MATERIAL
11.1. All copyright, patent, trademark, trade names trade secret, design rights, domain names and other proprietary and intellectual property rights whether registered or unregistered in the Contract Goods, packaging, publicity and promotional materials and equipment and information and know-how (Intellectual Property Rights)  which we may provide to you shall remain vested in us, provided that in the event of private label Contract Goods the Customer remains the owner of its own intellectual property rights relating to the private label.

11.2. You shall not acquire any title in the Intellectual Property Rights. You may not copy or imitate the Intellectual Property Rights, or do or omit to do, or permit any third party to do or omit to do, anything which may damage such Intellectual Property Rights. Any goodwill arising from the use of such Intellectual Property Rights shall accrue to us.

11.3. Any publicity and promotional material which Garrigue makes available to the Customer, whether it is free of charge or otherwise, in support of the sale of the Contract Goods or of future contract goods, shall remain the property of Garrigue at all times. At the first request of Garrigue, the Customer shall return said material carriage-free and for the risk of the Customer to the address designated by Garrigue in unchanged condition and intact. 

12. INSOLVENCY 
12.1. We may terminate our trading relationship with you or suspend further deliveries to you (without any liability to you) if: (i) you become unable to pay your debts as they fall due; (ii) you commence negotiations with your creditors with a view to rescheduling or entering into an arrangement, compromise or composition in satisfaction of any of your debts; (iii) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (iv) the value of your assets is less than your liabilities; or (v) your financial position deteriorates to such an extent that, in our opinion, your capability to adequately fulfil your obligations to us under these terms of sale or any contract with us has been placed in jeopardy.

12.2. If we terminate our trading relationship with you for the reason set out in clause 12.1, the price payable for any Contract Goods that have been delivered but not paid for shall become immediately due and payable, regardless of any previous agreement or arrangement to the contrary.

13. MISCELLANEOUS
13.1. You shall, keep confidential all, and shall not use for its own purposes any information relating to Garrigue of a confidential nature (including trade secrets and information of commercial value) which may become known to you from Garrigue unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party.

13.2. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.3. If any provision or part-provision of these General Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the General Terms and Conditions. If any provision or part-provision of these General Terms and Conditions is deemed deleted, Garrigue and the Customer shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 You cannot transfer rights and obligations from these General Terms and Conditions to third parties without prior written permission of Garrigue. 

13.5. Nothing in these General Terms and Conditions or any contract we may have with you is intended to or shall be deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.6. You agree that you will not bring any claim relating to these terms of sale (in contract, tort, negligence or otherwise) personally against any director, officer, employee or consultant of ours.

13.7. To the extent legally permitted Title 1 of Book 7 of the Civil Code of the Netherlands is excluded and shall not apply to the General Terms and Conditions or any sale of goods effected pursuant to these General Terms and Conditions.

13.8. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the General Terms and Conditions or any sale of goods effected pursuant to these General Terms and Conditions.

14. GOVERNING LAW AND JURISDICTION 
14.1. These General Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Dutch law.

14.2. Garrigue and the Customer irrevocably agree that the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these General Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).