It is hereby stated that:

LES GRAPPES is a simplified joint-stock company with a capital of 17,556 euros, whose principal establishment is located at 15 rue du Sentier 75002 PARIS, registered with the Paris Trade and Companies Register under number 792 914 673, represented by Mr. Loïc TANGUY, duly authorized legal representative (hereinafter referred to as "Les Grappes", in accordance with the LES GRAPPES trademark registered by LES GRAPPES).

Operating from France, Les Grappes manages platforms for winemakers or similar professionals located in metropolitan France (hereinafter referred to as the "Winemakers"), including: 

-an online sales site operated by Les Grappes for private and professional buyers, the terms of which are governed by this document, the Seller Terms of Use (hereinafter referred to as the "Seller ToU")

-an oenotourism services platform operated by Les Grappes, the terms of which are governed by the Oenotourism Seller ToU.

Les Grappes thus provides Winemakers with Services (hereinafter referred to as the "Services") 

Winemakers can offer services (hereinafter referred to as the "Offerings") or products (hereinafter referred to as the "Products") to private and professional clients on these platforms. Winemakers can offer their Products or Offerings for sale and thus be presented as Sellers. (hereinafter referred to as the "Sellers") 

It is reminded that Les Grappes is in no way the producer of the Products listed online; only the Winemakers who offer their wine products and oenotourism Offerings for sale on the Site hold this status.

It has therefore been agreed and stipulated as follows:

Article 1. Purpose – Scope – Adherence

These Seller Terms of Use (hereinafter referred to as the "Seller ToU") apply in addition to the General Terms and Conditions of Sale for Private Customers and the General Terms and Conditions of Sale for Professionals, accessible at the URL www.lesgrappes.com/CGV, and form a whole. Sellers agree to be bound by the GTC at all times without restriction or reservation.

The purpose of the Seller ToU is to define the conditions under which Les Grappes provides Sellers with services that facilitate their access to e-commerce and enable them to offer their Products and Offerings for sale. They also define the conditions governing the various Services offered by Les Grappes. These include, for example, the sale of logistics, oenotourism, commercial, or event-related Services, as well as services inherent to the use of the Site that allow simple and direct exchange with Users through comments, and various other Services that Les Grappes makes available to Sellers.

To use the Site and access the Services, the Seller agrees to be bound by the GTC and Seller ToU. The Seller ToU are automatically accessible from the footer of the Site.

Les Grappes reserves the right to modify the Seller ToU at any time. The applicable GTC are those in force on the day the Buyer places an order and are accepted by the Seller during each sale of Products and Services.

Article 2. Services Offered by Les Grappes to Sellers

2.1. The services provided by Les Grappes aim to enable Sellers to:

– market their Products through commercial services

– list Products for sale on the various Les Grappes platforms

– offer Products for sale to Les Grappes' partners

 

2.2. The Site also serves as a platform for simple and direct exchange with Users, particularly through comments (cf. Article 9 of the GTC).

Les Grappes reserves the right to make all necessary modifications and improvements to the Site and cannot be held responsible for any damages or consequences that may arise therefrom.

Les Grappes will make its best efforts to ensure the Site operates as optimally as possible but will only be bound by an obligation of means in this regard. Les Grappes will not be responsible for consequences resulting from the inaccessibility of the Site, for any reason whatsoever, and particularly due to technical constraints or difficulties.

Article 3. Site Registration

In accordance with Article 8.1 of the GTC, to benefit from the Site and its Services, the Seller must subscribe to a User Account via the online application form on the Site and guarantee to be a professional.

Seller registration and account creation (hereinafter referred to as the "Winemaker Space") are completed via an application form accessible on the website https://lesgrappes.typeform.com/to/D9ztMz.

Only one account can be assigned per Seller (same SIRET number) and linked to a single email address.

The creation of the User Account will enable the Seller to communicate easily and directly with the Site's Users and its Services.

The online registration procedure via the form includes the following steps:

• The Seller completes an application form to provide the necessary information, some of which is mandatory. This information includes personal details: name, address, contact methods, etc., and professional details: appellations, desired services, etc. The Seller acknowledges and accepts these general terms and conditions before validating their application form and also acknowledges the payment terms and invoicing system, which requires them to upload their invoices to their client area according to the procedure outlined in Art. 7.2.
• Les Grappes' selection committee assesses the interest and relevance of the Winemaker's application. Before receiving a link to create their Winemaker Space, the Winemaker must pay a registration fee of €490 excluding VAT, payable online in a single transaction.
• The Seller then validates their Winemaker profile by completing the mandatory fields for their profile, services, and wine product sheets. They are obliged to state the price of their Products and Services, as well as their geographical scope of execution, within the Winemaker space. The price of Products and Services displayed on the Sites corresponds to the best available price for an equivalent Product from the Seller concerned; no more advantageous price can be obtained by a Buyer directly from the Seller or through another third party, by other means, or from another source.
• The information is deemed accurate and will be regularly updated; the Seller is responsible for the accuracy and updating of their profile within their Winemaker Space. It is strictly forbidden to create an account without the purpose of collaborating with Les Grappes, to provide inaccurate information, or to claim certifications without having received the official documents, which must be provided when entering the technical data sheets for the Products.
• Once their account is created and duly completed, the Seller is published and becomes visible online when their activities or Products have been fully drafted and validated by Les Grappes. The Seller can then begin to receive orders. An order validated by the Seller is irrevocably binding. However, Les Grappes reserves the right to refuse a Buyer's order for any abnormal request, one made in bad faith, or for any legitimate reason.
• It is specified that a Seller's presentation page can be created and maintained even if no Product or Service is sold.

Article 4. Terms and Conditions for the Sale of Products and Services

4.1. Good Faith and Compliance with Applicable Legislation

To access the Site's Services, the Seller undertakes, in good faith, to implement all necessary means to fulfill their obligations by delivering a quality service to Buyers. This notably includes responding to emails from Les Grappes within forty-eight (48) hours of their receipt.

The Seller shall identify themselves to Users as acting in a professional capacity. The Seller shall comply with the applicable legislation regarding the exercise of commercial activity: government authorization, registration, accounting, social, tax, customs obligations, etc.

The Seller shall comply with the applicable legislation concerning the sale of alcoholic beverages and, more generally, with regard to the Products they sell on the Site. Products presented on the Site by the Seller shall be understood as having duties and taxes paid and must bear French Marianne capsules (CRD) in accordance with the French legal framework. The rules regarding the presence or absence of CRD Mariannes may be adjusted according to the final country of commercialization. The Seller undertakes and guarantees that they will only sell Products of which they are the owner or over which they hold rights. The Seller guarantees that the Products do not in any way contravene current laws, regulations, and applicable standards, and that they do not infringe upon the rights of third parties.

Les Grappes cannot therefore be held responsible if the content of the Products or Services sold is defective or unfit for consumption.

4.2. Obligations Regarding Product Offers on the Site

4.2.a Seller's Legal Obligations

The Seller undertakes to comply with all legal obligations for the sale of Products and Services. In this regard, they notably ensure that bottle labels display the legal information required by the legislation of the country where the bottle is sold. It is the Seller's responsibility to ensure the conformity of their bottles or Products with legal obligations. In this context, Les Grappes cannot be held responsible for any failure in this regard.

In accordance with Article 100 of the Mobility Orientation Law, measure No. 11 of the Interministerial Committee for Road Safety (CISR) of January 9, 2018, aims to combat drunk driving by encouraging road users to self-assess their alcohol levels. Online sales sites for alcoholic beverages must offer breathalyzers for sale. You can order them here: order them.

 

4.2.b Content and Rights

For each Product or Service sold through the Site, the Seller will have previously completed the Winemaker Profile and Product Sheet via their personal space on the Site. The Seller therefore undertakes to communicate to Buyers all information enabling them to know the essential characteristics of the Product and Service. Consequently, it is the Seller's responsibility to regularly update the provided information.

In this context, Les Grappes disclaims all responsibility for the accuracy of the information provided by the Seller on the Site.

The illustrations/visuals uploaded to the Site for the Product Sheets must conform to the Products illustrated and respect third-party rights, particularly intellectual property rights. Thus, Les Grappes cannot under any circumstances be held responsible for any violation of third-party rights concerning visuals provided by the Sellers.

The Seller ensures that the photos, documents, and information provided respect copyright or are royalty-free. They provide the necessary authorizations for the use of restricted content, photo credits, and any other media that Les Grappes may publish on its Site.

The Seller attests and guarantees to Les Grappes that for the duration of this Agreement:

The Seller possesses all necessary rights, powers, and authorities to use, grant a (sub)license, and enable Les Grappes to make available on the Sites the Intellectual Property Rights pertaining to the Seller Information available on the Sites, or established or referenced therein.

4.2.c Textual Content

Regarding the Written and Image Works, the Seller guarantees LES GRAPPES prior and express authorization to grant it the use of their proprietary rights over these works for the purposes, duration, and territory of this Agreement.

The Seller remains the owner and grants LES GRAPPES a temporary right of use, reproduction, and exploitation, for the duration and within the territory stipulated in this Agreement, covering all exploitation, reproduction, representation, and usage rights of the textual content on the LES GRAPPES Platform website related to Product Sheets, specifically including product presentation texts for items offered for sale and Winemakers' observations (hereinafter collectively referred to as the "Written Works").

The usage rights for Textual Content granted by the Seller to LES GRAPPES include:

The right of reproduction, meaning the right to reproduce or have reproduced the Written Works, by all technical means, on the websites operated by LES GRAPPES, as well as on all social and commercial network platforms exclusively for its clients and/or members.

The right of representation, meaning the right to communicate to the public (in their original language and in any translations that may be made) the Written Works on the websites operated by LES GRAPPES, as well as on all social and commercial network platforms exclusively for its clients and/or members.

The right of adaptation, meaning the right to apply to the Written Works arrangements necessitated by technical or commercial constraints related to their use or reproduction, without, however, distorting them or impairing their essential characteristics. The Seller expressly agrees that the Written Works may be updated by LES GRAPPES, provided that these updates do not distort them.

The right to translate, meaning the right to have all or part of the Written Works translated into any language.

 

4.2.d Visual Content

The Seller assigns to Les Grappes and its partners and/or for the needs of the websites it operates and social networks, for the duration and within the territory stipulated in this contract, a right of use for the reproduction, representation, and exploitation of images related to the Listings on the LES GRAPPES Platform website, specifically including photographs of Products offered for sale and photographs of Winemakers (hereinafter collectively referred to as the "Photographic Works").

The usage rights for visual content granted by the Seller to LES GRAPPES include:

• The right of reproduction, meaning the right to reproduce or have reproduced the Photographic Works, by all technical means, on the Les Grappes website currently accessible on the websites operated by LES GRAPPES, as well as on all social and commercial network platforms exclusively for its clients and/or members.
• The right of representation, meaning the right to communicate the Photographic Works to the public on the Site at www.lesgrappes.com and www.lesgrappes.com/pro, for its partners and on all commercial media exclusively for its clients.
• The right of adaptation, meaning the right to apply to the Photographic Works arrangements necessitated by technical or commercial constraints related to their use or reproduction, without, however, distorting them or impairing their essential characteristics.

4.2.e Compliance with Appellation Regulations

The Seller undertakes, for all products present on the Site, to strictly adhere to appellation regulations to the letter.

The Seller shall be held responsible for infringements and failures to comply with the regulations concerning:

Articles 45 and 55 of Implementing Regulation No 2019/33 supplementing Regulation (EU) No 1308/2013 as regards applications for protection of designations of origin, geographical indications and traditional terms in the wine sector, the opposition procedure, restrictions on use, amendments to product specifications, cancellation of protection, labelling and presentation – Mention of a term indicating a geographical area for wines not benefiting from a geographical indication or appellation;

Article L.121-2 of the Consumer Code – Misleading commercial practice

Article 55 of Implementing Regulation No 2019/33 stipulates:

“1. In accordance with Article 120(1)(g) of Regulation (EU) No 1308/2013, and without prejudice to Articles 45 and 46, only a vine product benefiting from a protected designation of origin, a protected geographical indication or a geographical indication of a third country may bear on its label a reference to the name of a geographical unit that is smaller or larger than the area of that designation of origin or geographical indication.”

A reference to a protected designation of origin is reserved for wines that benefit from it, as stipulated in Article 103 of Regulation (EU) No 1308/2013:

“Article 103 – Protection

I. A protected designation of origin (PDO) and a protected geographical indication (PGI) may be used by any operator marketing a wine produced in accordance with the corresponding specifications.

2. A protected designation of origin (PDO) and a protected geographical indication (PGI), as well as the wine that uses this protected designation in compliance with the corresponding specifications, are protected against:

a) any direct or indirect commercial use of this protected designation:

i) for comparable products that do not comply with the specifications linked to the protected designation;

ii) insofar as such use exploits the reputation of a designation of origin or geographical indication;

b) any usurpation, imitation, or evocation, even if the true origin of the product or service is indicated, or if the protected designation is translated, transcribed, transliterated, or accompanied by an expression such as «kind», «type», «method», «style», «imitation», «taste», «manner» or a similar expression;

and Article 119 of the same regulation:

« Article 119 - Mandatory Indications

1. The labeling and presentation of products referred to in Annex VII, Part II, points 1 to 11, 13, 15, and 16, marketed within the Union or intended for export, shall include the following mandatory indications:

a) the designation of the category of grapevine product in accordance with Annex VII, Part II;

b) for wines benefiting from a protected designation of origin (PDO) or a protected geographical indication (PGI):

i) the terms «protected designation of origin» or «protected geographical indication»; as well as

ii) the name of the protected designation of origin or the protected geographical indication. ».

References to municipalities or an appellation region could mislead consumers into believing that these products are indeed appellation wines. This constitutes a misleading commercial practice, as defined by Article L.121-2 of the Consumer Code:

« 1 - A commercial practice is misleading if it is carried out under one of the following circumstances: (...)

2 – When it is based on false or misleading allegations, indications, or presentations concerning one or more of the following elements: (...)

b) The essential characteristics of the good or service, namely: its substantial qualities, its composition, its accessories, its origin, its quantity, its method and date of manufacture, the conditions of its use and its fitness for purpose, its properties and the expected results of its use, as well as the results and main characteristics of the tests and controls carried out on the good or service (..).»

Infringements of these provisions are punishable under Article L.132-2 of the Consumer Code by two years' imprisonment and a fine of 300,000 euros, according to the Inspector of Competition, Consumer Affairs, and Fraud Prevention.

4.3. Obligations relating to the sale of Products and Services

a. The sale of Products offered by Sellers on the Site is concluded under the resolutory condition that the Product, Service, or Provision is available.

b. The Seller is immediately informed by email by Les Grappes when a Product or Service has been ordered by a Buyer.

The Seller will have a period of twenty-four (24) business hours to inform Les Grappes of the unavailability of any ordered Products/Services.

In the event of availability of the ordered Product(s), Service(s), or Provision(s), or if the Seller has not indicated the unavailability of the ordered Product(s), the Seller undertakes to:

-prepare the order and hand it over to the Carrier within seventy-two (72) business hours

-ensure the Service is provided on the date requested by the client

The Seller shall regularly check, at least once per business day, the emails received at the address provided to Les Grappes to ascertain the list of Products ordered by Buyers, for which the Seller must confirm availability within the previously stated timeframe.

4.4. Obligations Regarding Product Delivery

The Seller undertakes to communicate, via the Site, the most detailed information possible regarding the goods' collection point to ensure the Carrier can easily access it.

When preparing an order, the Seller must include a delivery note in each package.

The Seller undertakes to exercise all necessary care in packaging the ordered Products to prevent damage during transit.

The Seller anticipates being able to affix an EAN code to its bottles upon request from Les Grappes, when its clients request it, and without any additional cost to Les Grappes' Purchase Price.

Quality packaging is essential to ensure the safety of your shipment during transit. Always use sturdy, corrugated cardboard in good condition for packages. For fragile or heavy items, the use of double or triple-wall corrugated cardboard is highly recommended. Avoid reusing old boxes, as they may have lost some of their rigidity. Select packaging appropriate for the weight of your shipment. Avoid oversized packaging, which risks being crushed. Choose a box suitable for the size of its contents. Never exceed 30kg per carton.

Regarding the delivery provider, two scenarios are to be distinguished:

For orders under 24 bottles, delivery will be handled by DHL, Les Grappes' logistics partner;

For orders exceeding 24 bottles, and depending on the Seller's location at the time of registration on the Site, the Seller must arrange deliveries through their private carrier or utilize Les Grappes' logistics partner.

4.4.1 Transport Arranged by the Seller

Should the Seller utilize their own Carrier, the Seller will be responsible for delivering the goods to the Client. 

For orders exceeding 24 bottles, Les Grappes will reimburse the Seller for actual costs upon presentation of the carrier's invoice, up to a maximum of €1.2 per bottle.

For orders under 24 bottles, the transport quote must first be submitted to Les Grappes for validation before shipment.

Should damage occur during the delivery of Products to the Buyer, the Winemaker will receive directives from Les Grappes and will not handle Buyer complaints directly, notifying Les Grappes within 36 hours as stipulated in Art. 4.

 

4.4.2 Transport via Les Grappes Logistics

Should Les Grappes arrange for collection at the Seller's delivery location, Les Grappes will be responsible for delivering the goods to the Client.

Should damage occur during the delivery of Products to the Buyer, the Seller will receive directives from Les Grappes and will not handle Buyer complaints directly, notifying Les Grappes within 36 hours as stipulated in Art. 4. To prevent breakage, the Seller acknowledges using quality packaging and bears responsibility if carton thicknesses unsuitable for parcel delivery are used.

In the event of product breakage during transport organized by Les Grappes, if the breakage is identified and acknowledged by the carrier, and if the recipient client chooses to have the originally ordered products re-delivered rather than receiving a credit note, then the Seller will be required to re-deliver the Products to the Buyer. The Seller will provide Les Grappes with an invoice for the broken products within 48 hours of reporting the damage. The Seller will be reimbursed for the amount of the breakage once the carrier has reimbursed Les Grappes.

In accordance with Article 3, the Seller shall notify Les Grappes of any potential absence that could jeopardize the processing of Product or Service orders. The Seller must record their absence in their Winemaker area or, failing that, inform Les Grappes by email.

Article 5. Non-Solicitation and Non-Approach

As the Site offers a matchmaking service between Sellers and Buyers, it is Les Grappes' responsibility to maintain the connection between Sellers and Buyers. In this context, the Seller is strictly prohibited from directly contacting and/or addressing the Buyer, whether an individual or a professional, throughout the entire contract duration and for up to three (3) years beyond its termination or expiry date.

Should direct contact be initiated by the Buyer, the Seller must inform Les Grappes within 36 hours and request Les Grappes to manage all communications and resolve any requests from the Buyer. Les Grappes will therefore be responsible for all relations with the Buyer. In case of non-compliance with this rule, Les Grappes reserves the right to impose a penalty payment on the Seller accordingly.

In the event of a sale of Products or Services conducted directly between the Seller and the Buyer outside the Les Grappes framework, penalties equivalent to five (5) times the sold amount will be demanded by Les Grappes. If the amount is unknown to Les Grappes, a lump sum penalty of 2500 euros excluding taxes will be demanded by Les Grappes from the Seller. This penalty shall be due as of right upon receipt of a formal notice and without prejudice to any damages and interest Les Grappes may claim in compensation for its loss.

In the event that the Seller directly engages with a new client during a proven prospecting phase or in response to a Les Grappes Call for Tenders, a lump sum penalty of €5000 excluding taxes will be demanded as compensation for the loss estimated by Les Grappes, or an amount indexed to the value of the first order. The burden of proof for the order amount shall lie with the Seller.

Article 6. Selling Prices

6.1. Price Validity Period

Given the commitments made by Les Grappes with its various buyers, the selling prices between the Seller and Les Grappes are set from March 1st to February 28th of the following year. 

 

6.2. Responsibility for Proposed Prices

Prices are entered under the sole responsibility of the Seller in the Winemaker Area. Once the price lists are published in the Winemaker Area under the “Price List” menu, the Seller has 48 hours to verify and initiate any necessary actions for correcting erroneous prices, should that be the case. Beyond this period, the Price is deemed validated, published, and accepted by both parties, and valid for one year.

If the Seller wishes to modify the Seller Price for one or more of their Products, they must inform Les Grappes, which will then implement the price modification directly on the Site's Winemaker Area.

6.3. Resale Price Determination

Les Grappes is free to determine its resale price. As such, Les Grappes may choose to accept a change in the Seller Price of the Product it purchases but not apply this modification to the resale price it charges on the Site.

It is also agreed with the Seller that certain price negotiations will result in the creation of specific price lists, defined by their application period and the price set for that period. For instance, an annual increase cannot alter the price agreed upon between Les Grappes and the Seller for the agreed period. By default, any pricing agreement for a client will be valid for one year from the date of creation of the specific price list.

Should a Private Individual make a purchase of 24 bottles or more from the same Seller, Les Grappes will then request a purchase price corresponding to the price agreed upon for a sale to a Wine Merchant. Indeed, such orders from Private Individuals for 24 bottles or more are classified by Les Grappes as a purchase by a wine merchant client, and as such, Les Grappes benefits from a corresponding purchase price. However, Les Grappes will apply a resale price to the customer that correlates with its usual selling price for a Private Individual.

 

6.4. Special Reservations and Allocations

Volume reservations granted by the Seller are understood to be for a specific period or, by default, for one Year. If the winemaker grants a volume to Les Grappes and its clients, they must honor this commitment so that Les Grappes' clients can be supplied according to the reported stock levels and at the price agreed upon for that reservation.

Any modification to the prices and stock levels of reservations must be expressly communicated to Les Grappes for an amicable settlement and with a one-month notice period for its implementation.

In the event of the Seller's default regarding the availability of reservations or a change in prices during the agreed period, the Seller shall bear any financial claims requested by the client and Les Grappes.

Article 7. Payment Terms for Products and Invoicing

7.1. Order Acceptance

All data related to each order, namely quantities, client identity and geographical location, and items to be shipped, are also present on the purchase order.

Prices are pre-determined as per Article 6.

By clicking “prepare order” in their Winemaker Area, the Seller accepts all parameters related to the invoicing of this order: prices, quantities, client type, sales territory, transport conditions, and delivery conditions.

In case of refusal, the Seller is required to express their disagreement with these parameters before the order is processed.

The selling prices applied by Les Grappes to the Buyer, established based on prices displayed in the Winemaker Area or on a quote where applicable, are re-transmitted to the Seller when the order is placed. If the Seller validates the order, they accept its conditions and price.

No claims regarding the purchase prices agreed upon at the time of the order will be admissible.

In the event of an error attributable to the Seller in order preparation, the Seller alone shall bear the costs incurred by the Buyer's decision to be reimbursed by returning the products. In the case of an incorrect product being sent, the Seller is obligated to send the product ordered by the Buyer. The Seller may request Les Grappes to ask the Buyer to return the erroneous products before reshipping the correct Products. In the event of a customer complaint and claim for compensation, a lump sum as stipulated in Article 10. Liability will be requested from the Seller and transferred to the Buyer to compensate for the damage suffered by the Buyer.

7.2. Invoicing Terms

The Seller is required to issue monthly invoices for all sales shipped during the preceding month. All orders fulfilled by the Seller at the prices and quantities previously accepted by the Seller, in accordance with Article 7.2, will be listed on a proforma invoice prepared and sent to the winemaker at the beginning of each month.

The Seller is then required to upload their invoice to the LES GRAPPES interface.

Every invoice entails analysis, acceptance, or refusal by LES GRAPPES.

In case of acceptance, payment is made by LES GRAPPES according to the deadlines specified in Article 7.3. The processing status of the invoice by LES GRAPPES is displayed in the seller's personal account.

In the event of an invoice refusal due to non-compliance with the proforma, the seller is notified of the refusal along with the associated reason. The Seller must issue a new invoice that matches the proforma, given that the parameters were previously accepted during order processing.

In the event of an error or a discrepancy in the amount between the payment and the invoice(s), difficulties in reconciling the transaction, or any other query regarding LES GRAPPES's outstanding payment to the seller, the Seller must clearly communicate the subject of disagreement or inquiry to the email address compta@lesgrappes.com.

 

7.3. Payment Terms

LES GRAPPES pays the Seller 30 days end of month. 

 

Article 8. Personal Data

In accordance with Article 10 of the General Terms and Conditions of Sale, information and data pertaining to any natural person representing the Sellers are processed by Les Grappes; these are essential for managing the relationship with the Seller and their access to the Site and its Services. This information and data are also retained for security purposes, to comply with any legal and regulatory obligations incumbent upon Les Grappes.

The Seller undertakes to use the Buyer's personal data, transmitted by Les Grappes, solely for the purpose of delivering the Products and fulfilling associated legal obligations. Any other use, rental, sale, resale, or copying by the Seller is prohibited.

Article 9. Online Promotion and Marketing

9.1. Product Promotion

Les Grappes is authorized to promote the Seller by using the Seller's name(s) in online marketing campaigns, including email campaigns and/or pay-per-click (PPC) advertising. Les Grappes initiates online marketing and communication campaigns at its own expense and sole discretion.

 

9.2. Methods Used

The Seller is deemed informed of the operating methods of search engines, such as content indexing and URL ranking. If the Seller becomes aware that the conduct of Third-Party Sites infringes upon the Seller's Intellectual Property Rights, Les Grappes agrees that the Seller shall inform it in writing of the details of such conduct. Les Grappes will employ commercially reasonable and ethical methods to ensure that the concerned Third Party takes appropriate measures to remedy the infringement of the Seller's rights.

 

9.3. Liability

The Seller agrees not to specifically target the Les Grappes brand through keyword purchases that are subject to Les Grappes's Intellectual Property Rights.

9.4. Use of Logos and Communication

Les Grappes may use the Seller's brand or logo to promote the Seller's use of the Site and its Services.

It is understood that the parties may communicate about the existence of their partnership, subject to their prior agreement on the wording of the press release.

 

Article 10. Liability

The Seller warrants and indemnifies Les Grappes against any damage suffered by Les Grappes and against any liability action brought against Les Grappes due to the Seller's infringement of any third-party right, including that of a Buyer, whether such damage results from the sale of Products, the Seller's use of the Site's services, or any other act attributable to the Seller.

Les Grappes's liability to the Seller can only be invoked for acts directly attributable to it and is, in any event, limited to the amount corresponding to orders placed in the preceding month. It cannot be invoked for indirect damages, particularly the loss of opportunity to sell Products in the event of unavailability of the Site's Services.

Les Grappes disclaims all liability regarding sales concluded through the Site and its Services. Any product-related complaint brought to Les Grappes's attention will be forwarded to the concerned Seller, who will bear full and sole responsibility for it, including recall, return, and customer compensation costs.

In addition, if the complaint is justified and falls under the Seller's responsibility, it will result in a financial compensation of 15€ in the form of a purchase voucher for the Buyer, and the Seller will be invoiced for this same amount by Les Grappes.

Article 11. Partial Invalidity

Any clause of the Seller's GTCs that is declared void under a law, regulation, or final decision by a competent court shall be without effect, but its invalidity shall not affect other stipulations or the validity of the Seller's GTCs.

 

Article 12. Disputes and Claims with Buyers

In the interest of protecting Site Buyers and its brand image, Les Grappes reserves the right to intervene with the Seller for the resolution of any dispute.

Disputes are settled directly between the Buyer and Les Grappes. However, Les Grappes reserves the right to consult the Seller, who undertakes to respond within a maximum of thirty-six (36) business hours from the Buyer's complaint.

The Seller shall make its best efforts to assist Les Grappes in resolving the dispute/claim with the Buyer and shall make its best efforts to achieve an amicable resolution of the dispute/claim.

Les Grappes will not intervene in the Product return process, regardless of the reason for the return. Consequently, Products shall be returned directly to the Seller's return address indicated on the Site; Les Grappes does not accept Product returns. Should a Product be returned to Les Grappes, Les Grappes will forward the Product to the Seller at the Seller's expense.

The Seller agrees that Les Grappes may withhold any payment due to the Seller until the claim has been marked as settled by both the Seller and the Buyer.

Article 13. Force Majeure

Les Grappes shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale results from a force majeure event. For this purpose, force majeure is understood as any external, unforeseeable, and irresistible event as defined by Article 1148 of the Civil Code. All other cases are expressly excluded. The Party affected by the Force Majeure event shall immediately inform – by registered letter with acknowledgment of receipt (LRAR) – the other Party of its occurrence, duration, and foreseeable consequences. The Parties' obligations shall be suspended for the entire duration of the Force Majeure event. Should this suspension last for more than thirty (30) days from its notification date (date of receipt or first presentation of the LRAR), the most diligent Party may notify the other Party, by LRAR, of the immediate termination of the Contract, without any compensation being due.

In the event of force majeure, the Seller shall not charge any fees and shall refund (where applicable) Buyers affected by said force majeure event. Refunds apply to all incurred fees, expenses, and various amounts, including (non-refundable) rates or no-shows, cancellation or (amendment) booking fees, as well as costs incurred for (i) any cancellation or amendment of a booking initiated by the Buyer, or (ii) concerning the unconsumed portion of a booking due to the occurrence of a force majeure event.

In case of reasonable and justified doubt, the Seller may require the Buyer to provide reasonable proof of the causal link between the force majeure event and the cancellation, no-show, or booking amendment (and, if applicable, the presentation of the corresponding supporting document to Les Grappes). The Seller must communicate to Les Grappes the details pertaining to the Product affected by the force majeure event so that Les Grappes can acknowledge any cancellation, no-show, or booking amendment related to a force majeure event. Les Grappes will not charge commission fees on no-shows, cancellations, and unconsumed portions of bookings resulting from said force majeure event.

Article 14. Term – Termination – Contract Cessation

This Contract is concluded for a minimum term of one (1) year, renewable by tacit agreement for the same period of one (1) year each time.

Upon expiration of each one (1) year period, it may be terminated by either Party, subject to a minimum notice period of six (6) months before the expiration of the current one (1) year period and from the receipt of the notification sent to Les Grappes by registered letter with acknowledgment of receipt.

A Seller selected by Les Grappes shall observe a 6-month notice period to exit the platform and Les Grappes' partner platforms. It is hereby specified, as needed, that the sell-off of stock by Les Grappes' clients shall not be limited by any deadline. A winemaker remains bound by this agreement as long as all outstanding payments and invoices, up to the end of the commitment period, have not been settled with Les Grappes.

In the event of non-performance and/or improper performance of the Contract by the Seller, the Contract may be terminated automatically at the request of Les Grappes fifteen (15) days after a formal notice, sent by email or registered letter with acknowledgment of receipt, has remained without effect and specifies the outstanding obligation(s), and depending on the seriousness of the situation, without prejudice to any claim for damages.

The elements that would lead Les Grappes to automatically terminate the contract and file a claim for damages are:

The observation of incorrect application of sales prices

The Seller directly engaging with Les Grappes' Buyers and prospects

Non-compliance or repeated non-compliance with orders leading to dissatisfaction among Buyers or Les Grappes' teams

A clear breach of the Les Grappes supplier charter

 

Article 15. Competent Jurisdiction

Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.

Failing an amicable resolution, the dispute shall be brought before the Commercial Court of Nanterre.