Terms and Conditions of Sale B2B

 

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ORDER/KEEP YOUR PRODUCT.

These Terms and Conditions of sale (the “Sales Terms”) are the terms which apply when you access the website “http://www.chronowine.com/” (the “Online Shop”) and place orders to purchase any of the Products made available to you on the Online Shop (“Products”).

The Online Shop is owned by and operated by once upon a vine SAS having a capital of 7,000.00 Euros, whose registered office is at 12 rue du Compagnonnage, 30133 Les Angles – FRANCE, Company Registration number 788682482 (hereinafter referred to as “Chronowine”, “we”, “us” or “our” as the context may require).

By accessing the Online Shop or when you place orders to purchase any of the Products on the Online Shop you agree to be bound by and accept these Sales Terms. We recommend that you keep a copy of these Sales Terms for future reference. 

To be eligible to purchase goods on the B2B section of the Online Shop and lawfully enter into and form contracts, you must (i) be a company validly registered under the laws of your country, (ii) register a Business Account by providing any information and/or documents requested, (iii) be a representative which has legal authority to make binding agreements on behalf of the company, and (iv) be resident in one of the Serviced Countries.

As such, you represent, warrant and covenant that: 

(a) your company is duly organized, validly existing and in good standing in the jurisdiction in which your company is registered; 

(b) the individual entering into these Sales Terms on behalf of your company has all necessary legal authority to bind you to these Sales Terms; 

(c) you have all requisite right, power, and authority to enter into these Sales Terms, perform your obligations, and grant the rights and authorizations in these Sales Terms;

(d) any information provided or made available by you to us is at all times accurate and complete; 

(e) you and all your subcontractors and agents will comply with all applicable laws, rules, regulations, codes, orders and other requirements of governmental agencies in your performance of your obligations and exercise of your rights under these Sales Terms and with your purchase and use of any Products from the Online Shop;

(f) all users who purchase on behalf of your company are authorized to do so and all purchases made by these users are authorized purchases of your company;

(g) your purchase of Products from us will not, either by your export of those Products, your sale or use of those Products, your legal status or otherwise, cause us to violate any law; and

By offering to purchase goods and services you represent to authorise us to transmit information (included updated information) to obtain information from third parties, including but not limited to, your debit or credit card numbers or credit reports to authenticate your identity, to validate your credit card, to obtain an initial credit card authorisation and to authorise individual purchase transactions.

 

1. Changes to Sales Terms

We reserve the right to change or modify these Sales Terms including for legal, regulatory or security reasons at any time. Notwithstanding the foregoing, we undertake to apply the Sales Terms of the date of ordering process for each order placed on the Online Shop. Whilst we will flag changes on the Online Shop and/or send emails in relation to major changes, it is your responsibility to check the Sales Terms for changes. If you do not agree to any of the Sales Terms then you can simply stop using the Online Shop at any time. If you have any questions, concerns, or comments about our Sales Terms please email us at contact@chronowine.com

 

2. Service availability

Products ordered through the Online Shop can only be delivered to the Serviced Countries which are listed via the drop-down list on the Online Shop. 

Every national of the European Community and the countries respecting the directive 95 / 46 / CE cannot exploit his (her, its) misunderstanding linguistic as clause of cancellation of the contract. 

Some restrictions are placed on the extent to which we accept orders from specific countries.

We do not guarantee the availability of any Product in the Online Shop. We reserve the right, without liability or earlier notice, to change, discontinue or stop making any Product.

 

3. Registration and account management

To register a Business Account, you must supply us via the online registration form with the following information: your Business Registration, your name and title, referral details, password, billing address and, where applicable, different delivery address. Once you click on the “Next Step” button, this information will be stored in our customer database. You can access, update or correct your personal account details via the “My Account” button. We will only use the stored data in accordance with our Privacy Policy which can be accessed on the Online Shop. 

Thus, your company has a Business Account once an individual associated with the company registers the business and creates the first business user account associated with that company. That individual can invite others to be part of company's Business Account. Each additional user that purchases or otherwise acts on behalf of the business and joins the company's Business Account must create a new business user account that is part of and associated with the company's Business Account. Business Account and business user accounts are intended for businesses and may be used solely for business purposes. You acknowledge that users may have access to information from your Business Account and associated business user accounts, such as shipping addresses, payment methods, and order history. 

You are responsible for all activities that occur under your company's Business Account and any associated business user accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of these Sales Terms, we are not responsible for unauthorized access to your Business Account or business user accounts. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts in accordance with these Sales Terms) and are solely responsible for any use or action taken under your password. You will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated business user accounts or if your Business Account or any business user account information is lost or stolen.

 

4. Order Processing and Contract Formation

Your order via our online purchase order form is considered as a binding offer to buy the Products you select from the Online Shop. All orders are subject to availability and to acceptance by us. We reserve the right to refuse or to accept an order. We will send you an email acknowledging receipt of your order. All communications will be addressed to the email address you supply when you register. Please note that this does not constitute acceptance by us. The contract for purchase of the Product is formed when we send you a dispatch confirmation email as described below. 

You may select items from our range of Products, details of which will be added to the “Shopping Bag” by clicking on the “Add to Bag” button. By clicking on the “Checkout” button in the Shopping Bag, you submit an offer to buy the Products in the Shopping Bag. As soon as this offer is accepted by us via an Acceptance Email (as described below) your order forms a binding contract of sale between you and us.

Before placing an order you can view and amend your order details at any time by clicking on the “Shopping Bag”.

You will automatically be sent an email confirming receipt of your order (the “Confirmation Email”) with a summary of the details of your order, which we would recommend that you print out and keep for your own records. The Confirmation Email does not constitute our acceptance of your order; it merely records the fact that we have received your order. Please check that all details in the Confirmation Email are correct. If not, or if you do not receive a Confirmation Email please contact us immediately at contact@chronowine.com.

We will send a second email when we dispatch your goods which shall constitute our acceptance of your order (the “Acceptance Email”) at which point a binding contract of sale will be concluded between you and us.

 

5. Your use of the Online Shop 

By accepting the Sales Terms you confirm that all information and details provided by you to us (including on registration) are true, accurate and up to date in all respects and at all times.

You agree that in using the Online Shop you will not: (i) use the Online Shop in any way that causes, or is likely to cause the Website or access to the Website to be interrupted, damaged, or impaired in any way; (ii) use the Online Shop for any purpose that could damage the name of Chronowine.com or any goodwill attached to the Online Shop; (iii) use the Online Shop for criminal, fraudulent or illegal activity or in any manner which would cause harm or distress to any third party; (iv) access or attempt to access the accounts of other users or attempt to penetrate the Online Shop security measures; nor (v) use the B2B section of Online Shop for any purpose other than business purpose.

We reserve the right to suspend, restrict or terminate your access to the Online Shop at any time without notice if we have reasonable grounds to believe that you have breached any of these restrictions or if we suspect fraudulent account activity or behaviour. This shall not limit our right to take any other action against you that we consider appropriate.

 

6. Prices, delivery charges and Payment 

The price payable for the Products shall be as shown on the Online Shop. Prices advertised on the Online Shop exclude delivery charges or any applicable taxes which may be applied in your jurisdiction. Delivery charges are shown separately when ordering and must also be paid in advance.

Prices are subject to change without notice but changes will not affect orders which we have already accepted.

The Online Shop contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on the Online Shop may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on the Online Shop, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a dispatch confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a miss-pricing.

Unless expressly agreed upon otherwise in writing, payment of the agreed price shall be made at the time of the online checkout process. 

Payment for your Products must be made via credit or debit card (PayPlug), Paypal, wire transfer (bank fees are borne by the client) or other means as specified on the payment page, if applicable. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your order.

The full payment price, including delivery charges and any additional charges for services you may have ordered, will be debited from your card upon or shortly before dispatch of the products to you.

You confirm that the credit/debit card that is being used is yours. All credit/debit card holders are subject to validation checks and authorization by the card issuer. Fraudulent use of credit cards will be reported to the relevant authorities. If the issuer of your card refuses to authorize payment we will not accept your order and we will not be responsible for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal.

 

7. Delivery

Unless expressly otherwise agreed, delivery shall be made “Free Carrier” (FCA) from our warehouse. The interpretation of the terms and conditions of delivery shall be governed by the edition of the Incoterms issued by the International Chamber of Commerce that was the most recent at the time the agreement was entered into. 

Unless otherwise stated, delivery will be made from our warehouse to the address provided by you. We shall endeavour to dispatch the Product to you within one (1) working day after you place your order and in any event within five (5) business days beginning on the day after you place your order. The delivery date of the Products shall be the time at which the Products are ready for shipment and we have informed you accordingly, or the time at which the Products have left our warehouse to be forwarded to you. 

We shall at all times be entitled to make partial deliveries unless expressly agreed otherwise.  The delivery date is not of the essence unless expressly agreed otherwise. In the event of late delivery due to our fault, notice of default shall always be required. You cannot derive any rights from late delivery due to our fault if the delay does not exceed a period of one (1) month.  If we are in default with regard to the delivery date, your only remedy is to dissolve the agreement. In this case, full payment for the Products will be refunded, however, without any compensation of interest.

 

8. Risk / Transfer of property 

You shall bear the risk of any direct or indirect damage that may be caused to the Products from the time they are deemed to have been delivered. We shall retain ownership of all Products purchased until the full payment for Products delivered or to be delivered to you. You shall store Products which are delivered under retention of title with due care and ensure that they are identifiable as our property. You shall also insure the Products against damage or loss from whatever cause during the period in which we retain title to the Products; the insurance policy must designate us as a (co-)insured having an independent right of action against the insurer(s), and you must make the policy(ies) available for inspection to us upon request. 

If you fail to meet your obligations, we shall be entitled forthwith without prior notice of default being required, to repossess goods which have been delivered under retention of title and which are still at your premises. In so far as necessary, you irrevocably authorise us to exercise this right of repossession. 

You shall always inform third parties of our retention of title. You are also obliged, at our request, to inform us of the location of the Products and, if applicable, to whom they were sold. 

 

9. Inspection and return

You shall inspect the Products immediately upon delivery. Claims for return concerning relevant defects that are apparent during the inspection of the Products, and claims for return in connection with the quantity, weight or specifications must be made in writing within forty-eight (48) hours of the delivery and include photographs and a full description of the alleged defects, in default of which any right to make a claim in these respects will lapse.

We shall issue RMA (“Return Material Authorization”) number to you promptly and you shall return Products to us after receipt of the RMA number, freight prepaid and properly insured. It is not permitted to return Products supplied by us without our prior written consent.

In the event of a timely and justified claim for return, we shall only be obliged, at our sole discretion, to replace them or to credit you for the defective Products.

In all cases, you must return the Product in its original package (including all accessories and any free gifts that came in the same package). Please treat the Product with care and return it in the condition that it was delivered to you; if possible, use the original delivery package or pack the Product securely.

Replacement or refund can only be processed once we have received the Product to be returned.

If you return a Product 1) that you are not entitled to return, 2) that is not in its original condition, 3) that is without proper or missing packaging, 4) with items missing from the return delivery, 5) without following our return instructions, or 6) have otherwise failed to exercise reasonable care when taking care of and returning the Product, we reserve the right either to reject your return and decline to refund or to deduct from those payments to be refunded to you, subject to applicable law. 

If your return has been accepted, we will refund you the price you have actually paid for the Products by crediting your payment card within thirty (30) calendar days after the date of receipt of the delivery.

 

10. Our legal obligations and our limitation on liability

You have certain rights under the law. These include that any Product supplied by us will be of satisfactory quality which means guaranteed against all manufacturing or material defects. Nothing in these Sales Terms is intended to affect these statutory rights. 

If we breach these Sales Terms we shall only be liable for losses which are a reasonably foreseeable consequence of such a breach, up to a maximum of the purchase price of your order. Losses are foreseeable where they could be contemplated by you and us at the time of entering into this agreement.

With current technology it is not possible to develop and operate computer programs (software) and data processing systems (hardware) entirely without error, or to rule out any unpredictable events in connection with the Internet. We provide no guarantee for the constant and uninterrupted availability of the Online Shop.

These Sales Terms set out the full extent of our obligations and liabilities in respect of the Products. To the extent permitted by applicable law, there are no other warranties, conditions or other terms that are binding on us than the ones mentioned in these Sales Terms. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

We shall not be liable whether in contract, tort or otherwise for any economic losses (including without limitation loss of income, loss of profits, loss of contracts, business or anticipated savings), loss of data, loss of goodwill or reputation or for any special, indirect, consequential or punitive loss or damage of any kind howsoever arising. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.

Without prejudice to the foregoing, nothing in these Sales Terms shall limit or exclude our liability (i) for death or personal injury caused by our negligence or (ii) for fraud or (iii) any breach of the obligations implied by applicable compulsory national laws as to title or (iv) any liability which cannot be excluded by applicable law.

 

11. Force majeure 

Neither party shall be liable to the other party for any delay or omission in the performance of any obligation under these Sales Terms where the delay or omission is due to any condition of force majeure, which shall mean any cause or condition beyond the reasonable control of the party obliged to perform, including, but not limited to, acts of God, wars, strikes or other labour difficulties or in the liability to obtain suitable raw material, equipment, fuel, power, components or transportation. 

If the Force Majeure in question prevails for a continuous period in excess of one (1) month, the parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.

 

12. Intellectual property rights

Your use of the Online Shop grants no rights to you in relation to copyright, design rights, trademarks or other of our intellectual property rights (or the intellectual property rights of third parties).

We provide the Online Shop to you solely for your personal, non-commercial use. You may electronically copy and print only those areas of the Online Shop which are required in the process of using the Online Shop as a shopping resource. The content of the Online Shop may not be used for any other purpose without our express written permission.

 

13. Indemnity

You agree to indemnify, defend and hold harmless Chronowine.com, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from, without limitation, your breach of these Sales Terms, your infringement of any intellectual property right or any other right of any person or entity, or your breach of any duty of confidence or privacy, or any defamatory statements made by you in any form.

 

14. Import duty

Products ordered from the Online Shop for delivery outside France may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

 

15. Archiving data

The archiving of our order, forms and invoices, is done on reliable and long lasting supports in order to provide a true and long lasting copy in compliance with article 1348 of the French civil code.

 

16. Contact details

Our customer service will assist you with any questions. You can contact us by phone on +33 4 86 34 57 57 Monday through Friday 9am to 5pm (French time), or send us an email to contact@chronowine.com.

The telephone support is only available in the French language, while email support is provided in both English and French.

 

17. Waiver

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Sales Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. 

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these Sales Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

 

18. Severability

If any of these Sales Terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.

 

19. Written communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using the Online Shop, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Online Shop. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

 

20. Entire agreement

These Sales Terms and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Sales Terms.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Sales Terms.

 

21. Governing law and Jurisdiction

These Sales Terms are governed by the law of France without regard to its conflicts of law’s provisions. Any action or claim related to these Sales Terms shall be submitted to the exclusive jurisdiction of the courts of Nîmes, France.

 

Informations