Preamble
Drinks and Spirits is a professional networking service through an electronic e-commerce platform accessible through the URL: www.drinskandspirits.com and specializing in the sale of rum.
This service is imagined, conceptualized and proposed by the company DRINKS AND SPIRITS MARKETPLACE, SAS, registered at the RCS of Paris, under the number 89172583000014 whose head office is located at 14 avenue de l'Opéra 75001 Paris, with a share capital of 40,000 euros, contact@drinksandspirits.com.
Drinks and Spirits is a registered trademark and the property of DRINKS AND SPIRITS MARKETPLACE.
Any use of the Service offered by the DRINKS AND SPIRITS MARKETPLACE company implies the unreserved acceptance of and compliance with these Terms of Use by any User.
Article 1. Definitions
- "Buyer": refers to any individual or legal entity with an Account on the Platform, having been recognized as a Buyer when creating their Account and necessarily operating on a professional basis;
- "Account": refers to the space assigned to each User, whether Buyer or Seller, after registration;
- "General Terms of Use": refers to these General Terms of Use, hereinafter "GTU";
- "Terms and Conditions of Sale": means the Seller's Terms and Conditions of Sale, hereinafter "TOS";
- "Drinks and Spirits": refers to the company DRINKS AND SPIRITS MARKETPLACE, a simplified joint stock company with its registered office at 14 Avenue de l'Opéra, 75001 Paris and registered under the number 891 725 830 00014 at the PARIS RCS.
- "Drinks and Spirits": refers to the company DRINKS AND SPIRITS MARKETPLACE, a simplified joint stock company with its registered office at 14 Avenue de l'Opéra
- "Product": means any Product offered for sale by Sellers;
- "Seller": refers to any individual or legal entity with an Account on the Platform, having been recognized as a Seller when creating his or her Account and necessarily operating in a professional capacity.
Article 2. Purpose
The purpose of these TOU is to define the conditions, terms and conditions of access as well as use of the Platform and its Services. Any access to the Services and the Platform and any use of the Services and the Platform are subject to the User's compliance with these TOS.
The TOS is a supplement to these Terms of Use.
The TOU complements the T&Cs that govern sales made between Buyers and Sellers through the Platform.
The TOU are also supplemented by Special Terms and Conditions subscribed by each Seller for the subscription of option 1 or 2 (art. 4.2 of these TOU).
Article 3. Scope of Application
Each User is clearly informed and acknowledges that these TOU apply, without limitation or qualification to the use of the Platform, Services and technological tools made available to them via it.
Sales made through the Platform are concluded directly between the Buyer and the Seller.
The TOS are accessible at any time on the Platform and will prevail, if necessary, over any other version or any other contradictory document, in particular in case of contradiction with the TOS.
Drinks and Spirits reserves the right to modify these TOS at any time.
Modifications to the GTUs are enforceable against Users as of their posting online and cannot be applied to Orders previously concluded.
The version of the GTU applicable to an Order is the one in effect on the Platform at the time said Order is concluded.
Article 4. Services offerts par la Plateforme
Le rôle de la Plateforme consiste à mettre à disposition des Utilisateurs une place de marché en ligne leur permettant de réaliser la vente et l’achat de Produits.
4.1. Access to Services
The Platform is not open to the public.
Creating an Account is a prerequisite to access the Platform and use its Services.
Access to the Platform is strictly reserved for a User acting exclusively in a professional capacity, which he declares and acknowledges at the time of creating his Account.
For the creation of the Account, the User must fill in in perfect good faith all the information that will be requested. The User will be held fully responsible for the information he or she fills in as such, which will be considered accurate by the Platform without the Platform having to perform any verification whatsoever.
At the time of the creation of the Account, the User must fill in all the information requested.
At the time of Account creation, Users must fill in a strictly confidential and personal login and password, which will allow them to guarantee secure access to the Platform.
Users agree to keep these identifiers/codes confidential and refrain from disclosing them to any person whatsoever.
Users are solely responsible for the use of these identifiers/codes and access to the Platform, except for them to provide proof of fraudulent use that could not be imputed to them.
Any fraudulent use of these identifiers/codes of which a User becomes aware must be immediately notified in writing to Drinks and Spirits upon knowledge of such fraud.
4.1.1 Registration
4.1.1.1. Registration Requirements
To benefit from the Services offered by the Platform, any User must proceed to create an Account.
Persons who may open an Account are capable natural persons proving professional status and legal entities registered (i) with the Registre du Commerce et des Sociétés for persons and companies domiciled on French territory or (ii) with any equivalent registry for persons and companies domiciled outside French territory, and acting in the context of their usual professional activity, duly declared as such to the tax and social security bodies.
Drinks and Spirits reserves the right to request from any User, any document justifying the above situation and, in particular:
- a KBIS extract, an extract from the trade register or an equivalent registration certificate for any entity that does not have a KBIS less than 3 (three) months old;
- the identity card of the person or persons authorized to represent the company;
- any equivalent document for a company registered outside the European Union.
4.1.1.2. Registration procedure for opening an Account
The User creates his or her Account by completing the Account application form accessible on the Platform under the heading "No account? Create one".
An acknowledgement of receipt is automatically sent to him/her by email to the address provided on the registration form.
Drinks and Spirits will proceed with the configuration of his Account and send him an email confirming its opening. Depending on the hypotheses, the opening of the Account will give the quality of Buyer or Seller to the concerned User.
Any prospective User acknowledges and agrees that Drinks and Spirits reserves the right to validate or refuse his or her registration request, without having to justify its decision.
4.1.1.3. Accuracy of information
Each User is solely responsible for the information transmitted to Drinks and Spirits at the time of registration and for the information appearing on his/her Account at any time. He/she attests to its accuracy and shall spontaneously and without delay notify Drinks and Spirits of any update to such information by email.
In the event that such information is not up-to-date, complete and/or accurate, Drinks and Spirits reserves the right to suspend the relevant User's access to his or her Account. In the absence of a response to any request for rectification sent by Drinks and Spirits within 15 days of said request being sent by email, Drinks and Spirits may close the Account under the conditions defined in Article 17 below.
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4.1.2 Account
4.1.2.1. Purpose
The Account allows each User to manage their profile.
Each Seller will be able to submit their Products for sale and provide a full description.
Each Buyer will be able to place an Order, view it, manage it and follow its progress.
It is specified that Drinks and Spirits does not proceed to any a priori validation of the contents of the Accounts, the said contents being edited under the sole and entire responsibility of the User.
4.1.2.2 Account identifiers and access codes
The identifiers/access codes allowing each User to access his or her Account are personal and confidential. They may only be changed upon request to Drinks and Spirits or at Drinks and Spirits' initiative.
Users therefore agree to keep them secret and to take all measures to preserve their confidentiality. Safeguarding the confidentiality of identifiers/access codes is the sole and entire responsibility of each User. The User is solely responsible for the use that is made of his identifiers/access codes.
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Any operation performed using a User's identifiers/access codes is deemed to emanate from the User. In particular, any access to the Platform made from a User's Account will be deemed to have been made by the User.
Each User will be informed of the existence of a User's Account.
Each User shall inform Drinks and Spirits, as soon as he/she becomes aware of it and by any means, in case of loss, theft or disclosure to the public of his/her identifiers and/or in case of unauthorized or fraudulent use of his/her Account or identifiers. Drinks and Spirits will generate new credentials for him/her and/or make his/her Account inaccessible.
4.1.2.3. Corrective Maintenance
Drinks and Spirits will correct any malfunction of an Account that is attributable to it.
For any malfunction that would prevent the use of all or part of the essential functionality of the Account, the target for restoring Service or implementing an alternative solution is 72 hours from its notification.
For any malfunction that temporarily prevents the normal use of non-essential features of the Platform, Drinks and Spirits will act as soon as possible.
In any event, Drinks and Spirits' obligation regarding the operation of the Platform can only be an obligation of means.
Will give rise to specific billing, any corrective maintenance intervention due to a malfunction that would prove to be the consequence:
- of the User's failure to comply with the obligations placed on him/her under these TOU and, in particular, of a misuse of his/her Account;
- of the use of the Account by an unauthorized third party, except in cases of proven fraud;
- of the failure of the User concerned to train its personnel;
- of the failure to provide sufficient details in any error report sent to Drinks and Spirits.
4.1.2.4. Availability of the Platform
Drinks and Spirits implements the means at its disposal to ensure the Services and a continuity of access and use of the Platform but does not guarantee that they will be available at all times, in particular in the event of force majeure or an event beyond the control of Drinks and Spirits and subject to possible breakdowns or maintenance interventions necessary for the proper functioning of the Platform.
Drinks and Spirits reserves the right to temporarily interrupt accessibility to the Platform or suspend all or part of the Service for maintenance purposes, for the improvement and installation of new features, for auditing the proper functioning or in case of malfunction or threat of malfunction.
Drinks and Spirits shall not be liable for any disruptions, outages or anomalies that are not of its making and that affect, for example, transmissions through the Internet and more generally through the communications network, regardless of the extent and duration thereof.
Drinks and Spirits also declines all responsibility in the event of:
- temporary inability to access the Platform related to operations to update published information;
- viral attack of the Platform or made from the Platform and its possible consequences;
- abnormal use or illicit exploitation of the Platform. In this case, the Users involved will then be solely responsible for the damages, including those caused to third parties, and for the consequences of any claims or actions that may result.
4.1.2.5. Account Inactivity
Drinks and Spirits reserves the right to suspend or terminate a User's Account, upon simple notification by email or registered letter with acknowledgment of receipt, in the event of no transactions being made by Users on the Platform for a period of 6 (six) months from the last transaction.
4.2. Nature of the Services offered
Drinks and Spirits offers a unique Service to the Buyer which is the connection with Sellers through the Platform. The Buyer can place Orders and purchase Products offered for sale by Sellers, via the Platform.
Drinks and Spirits offers two different Services to the Seller, who will therefore have to choose between Option 1 or Option 2:
- Option 1: The Seller opts only for the Buyer Connect Service. This allows it to receive Orders from Buyers through the Platform. The Platform is thus an online store service for the Seller. In this case, the Seller alone handles all logistics, including the transportation of the Products, their storage and routing until placing the ordered Product in the hands of the Buyer;
- Option 1: The Seller is responsible for the delivery of the Products to the Buyer.
- Option 2: Seller opts for the Buyer Connect Service. This allows it to receive Orders from Buyers through the Platform.
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The Seller also opts for logistical support offered by Drinks and Spirits. In this case, Drinks and Spirits takes care, with the support of its own logistician, of the storage and transportation of the ordered Products until they are placed in the hands of the Buyer.
The Seller also opts for logistical support offered by Drinks and Spirits.
The choice of the option, by the Seller, is made at the time of the creation of his Account and remains valid for all orders placed with the Seller. This option may only be changed upon written request to Drinks and Spirits and will only affect Orders after Drinks and Spirits has updated the Account and notified the Seller.
The Services offered by Drinks and Spirits are subject to the following conditions
The Services offered by the Platform do not relate to the sale itself.
In all cases, the User declares to accept the agreements made between the Platform and its partners (logistician holding an approved warehouse keeper, credit institution, etc.).
Article 5. Orders
5.1 Buyer's Information
The information that each Buyer provides to Sellers when placing an Order must be complete, accurate and current. Sellers reserve the right to ask Buyers to confirm, by any appropriate means, their identity, eligibility and the information provided.
5.2. Characteristics of the Products
Product offerings and, more generally, any content published by the Seller, are their sole and entire responsibility. Each Seller endeavors to present as clearly as possible the main characteristics of its Products. Buyers agree to read them carefully before placing an Order.
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Labeling of Products must comply with liquor legislation and is the sole responsibility of Sellers.
Unless expressly stated otherwise on the Platform, all Products offered by the Sellers comply with the Sellers' Specifications and the European or national legislation in force.
5.3. Ordering Procedure via the Platform
Each Buyer selects the Product of his/her choice by clicking on its description. As soon as the Product has been selected, it is reserved for the Buyer who can select as many Products (even from different Sellers) as he wishes.
The Buyer may at any time edit the summary of his choices and delete Products by clicking on the button provided for this purpose.
The Buyer determines the desired delivery time for the Products among the options.
Once the Buyer has selected all the Products he/she wishes to order, he/she validates his/her choices by clicking on the "finalize" button.
The Buyer confirms during the Order that he/she has read and accepted the Seller's T&Cs. As these T&Cs are previously accepted in their entirety at the time of Account creation, the Buyer expressly agrees that these T&Cs shall apply to any Order placed via the Platform.
The Buyer may choose to accept these T&Cs at any time.
Each Buyer may at any time consult the details of his/her Order on his/her Account. This detail includes, in particular, the Products ordered, their price and, if applicable, any additional charges that may apply, as well as the terms and conditions and delivery times.
After the Order has been placed, the Buyer may consult the details of his or her Order at any time.
Once an Order has been placed by a Buyer, Seller shall have 48 hours to accept the Order. In the absence of a response within this time period, Buyer shall not be charged the amount of the Order under any circumstances, which shall then be automatically cancelled.
After acceptance by Seller, Buyer shall have the right to cancel the Order.
After acceptance by Seller, Seller shall process it as soon as possible so as to fulfill its obligations.
It is reminded that it is possible, between professionals, in accordance with Article 1127-3 of the Civil Code, to derogate from the provisions of 1° to 5° of Article 1127-1 and those of Article 1127-2 of the same code concerning contracts concluded by digital means. Therefore, Drinks and Spirits shall not be liable if the User intends to derogate from them.
5.4. Availability of Products
The quantity of each Product available for sale on the Platform appears in the description of the latter. This information is under the sole and entire responsibility of the Sellers.
The availability of the Products on the Platform is the responsibility of the Sellers.
The availability of Products is, under no circumstances, guaranteed by Drinks and Spirits. The availability of each Product is updated by Sellers as Orders are received.
The availability of Products is not guaranteed by Drinks and Spirits.
However, if a Product ordered proves to be unavailable, Drinks and Spirits will contact the relevant Buyer in order to propose, if possible, an alternative Product of equivalent quality and price, without having to consult the Seller beforehand. Drinks and Spirits then has the possibility of directing, if necessary, towards another Seller, without that this orientation which is only indicative cannot, in any way, engage its responsibility. The Buyer is then free to accept this proposal or to cancel the Order.
5.5. Products and/or Business Practices
When placing an Order, Drinks and Spirits acts as a mere technical intermediary between the relevant Seller and Buyer.
The sale is concluded between the Buyer and the Seller.
Users acknowledge and agree that Drinks and Spirits is not a party to the Orders which are exclusively concluded between each Seller and each Buyer and that it shall not be liable for such sale.
Drinks and Spirits does not own the Products, regardless of the option (1 or 2) chosen by the Seller (art. 4.2 of these TOU).
Drinks and Spirits makes no warranty of any kind whatsoever regarding the Products, the information relating to the Products, the business practices of the Sellers and/or the full and complete satisfaction of the Buyers with respect to the Products they order.
Furthermore, as Drinks and Spirits is in no way a reseller of the Products offered by the Sellers through the Platform, the Products purchased cannot be taken back or exchanged by Drinks and Spirits.
Article 6. Financial Provisions
6.1. Price
The price of each Product offered for sale on the Platform is freely set by its Seller, in compliance with applicable laws and regulations.
The price that appears on the Platform for each Product is indicated exclusive of tax in the currency entered in each Buyer's Account and is valid unless there is an obvious error.
The price displayed on the Platform does not include VAT, nor any customs duties, nor any additional taxes that may be applicable depending on where the Product is exported.
6.2. Payment of taxes and customs duties
At the time of finalization of the Order, Buyer shall have the option of placing the Order, if applicable, on a duty-paid or duty-suspended basis.
If Seller has chosen option #1 (art. 4.2 of these T&Cs), Seller agrees to carry out all necessary administrative formalities with respect to taxes and customs duties.
If the Seller has chosen option n°2 (art. 4.2 of the present GCU), the administrative formalities in terms of taxes and customs duties will be carried out by Drinks and Spirits through its logistician who holds an approved warehouse keeper agreement.
In this case, the formalities performed by Drinks and Spirits and its logistician will be performed on the basis of the declarations and information that will be transmitted by the Seller.
The Seller undertakes to transmit to Drinks and Spirits all the useful elements allowing the classification of the goods and the possible liquidation of the duties due according to the tariff in force.
It is acknowledged by the Seller that, in the context of Option 2, Drinks and Spirits shall transmit to the logistician an item file on the goods, preferably by EDI. In this respect, the Seller concerned undertakes to transmit the said file to the Platform, which Drinks and Spirits will transfer to the logistics provider as part of an order placed on the Platform. The Seller is responsible for the accuracy of the information transmitted through this item-file.
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Any information on the characteristics of the goods, their quantity, their specificity, or, more generally, any information which would be necessary for the completion of administrative formalities by Drinks and Spirits and which would not have been transmitted by the Seller in due time, and which proves to be erroneous or too late, will engage, as of right, the responsibility of the Seller.
In this situation, the Seller will assume alone the financial consequences (in terms of additional duties and/or taxes, late interest, fines) that would result from a lack of information on the part of the Seller or from erroneous or late instructions and will proceed to the reimbursement of the sums paid by Drinks and Spirits and/or its logistician upon justification of the payments made to the Administration, increased by a flat fee for management costs that may represent up to 1% of the sums owed to the Administration.
In accordance with current European and national legislation, any Seller falling within the scope of Article 362 of the French General Tax Code, may, as soon as the Order allows, make its sales via the Platform in exemption from the balance and up to its exemption quota. Where applicable, any formalities shall be the sole responsibility of Seller.
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Drinks and Spirits undertakes to transmit to the Seller all documents available to it, in particular the invoices it issues in the name and on behalf of the Sellers, which would be useful for the Sellers to complete the administrative formalities for which they are responsible.
6.3. Invoicing
Drinks and Spirits shall ensure the issuing of the invoice relating to each Order in its name and on behalf of the relevant Seller, which the Buyers expressly accept. Drinks and Spirits shall make the invoices available to each Buyer on its Account.
6.4. Payment
The Buyer pays its invoices by credit card, direct debit or SEPA transfer on the due date indicated on its Account and on the invoices.
Each Buyer warrants that it holds all required authorizations to use the applicable payment method.
6.5. Default or Delay in Payment
In the event of default or delay in payment by a Buyer, a late payment penalty of 20% of the aggregate amount inclusive of tax shown on the unpaid invoice shall be due and payable on the day following the due date of the relevant invoice without the need for a reminder. Each invoice is due 30 days after it is issued.
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In addition to this first flat-rate penalty, an additional 10% penalty per completed month of delay shall be added by operation of law.
The Buyer in a situation of late payment is by right indebted, with respect to the Platform, to a fixed compensation for collection costs in the amount of forty (40) euros.
The Buyer shall be liable to the Platform for the amount of the penalty.
When collection costs incurred are higher than the amount of this fixed compensation, the Platform may, upon justification, request additional compensation.
In the event of difficulties, the Platform may carry out the said recovery by compulsory means or by any action deemed necessary or useful for the recovery of debts such as reminders, pre-litigation, litigation.
6.6. Refunds and Returns
In the event that a refund is granted to a Buyer, Drinks and Spirits will generate on behalf of Buyer a credit note in Buyer's favor, which Seller agrees to.
This credit will be displayed on said Seller's Account and will be deducted from the amount of the relevant Order or a subsequent Order, if the relevant Order has already been paid for by Buyer. Under no circumstances may a refund be made outside the Platform.
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Buyers shall bear the cost of returning the Product in the event of an error attributable to them or an improper dispute regarding the freshness, quantity and/or quality of the Product, or any other reason for which the law requires the Buyer to bear return shipping costs.
Article 7. Delivery
7.1. Under option 1 (art. 4.2 of these TOU)
The delivery terms and charges are set by the Seller. The Delivery of the Products is under its sole responsibility. It must therefore inform the Buyer about these terms and costs.
The Platform is responsible for the delivery of the Products.
The Platform undertakes to communicate to the Sellers, within 24 hours at most from the placing of the Buyer's Order, all the information enabling them to proceed with the delivery of the ordered Products.
The Products are shipped to the Buyer at the expense and risk of the Seller, who undertakes to take or cause to be taken all necessary care of their packaging, wrapping and shipment, in order to prevent the Products from being damaged during transport.
A delivery note must accompany each invoice.
7.2. Under option 2 (art. 4.2 of these TOU)
Drinks and Spirits will provide delivery arrangements through its approved warehouse keeper logistician.
Delivery charges are calculated according to configured carriers and reserved for the option 2 formula.
A delivery slip accompanies each invoice.
Article 8. Obligations of Drinks and Spirits
It is expressly agreed by Users that Drinks and Spirits is subject to a general obligation of means and that it is not bound by any obligation of result or enhanced means of any kind.
Drinks and Spirits draws Users' attention to the fact that current internet communication protocols do not allow for the certain and continuous transmission of electronic exchanges such as messages, documents, identity of the sender or recipient.
Drinks and Spirits thus disclaims all liability for any loss of data, intrusions, viruses, disruption of Service or other problems unrelated to the Platform and which are not due to a lack of diligence on its part.
Furthermore, due to the very nature of the Internet network (interconnection of a multitude of parties independent of each other), no one can guarantee the overall functioning of the networks from end to end. Therefore, Drinks and Spirits cannot, under any circumstances, be held responsible for any damage that it did not directly cause.
Drinks and Spirits is committed to using its best efforts to ensure that the information presented on the Platform relating to Products, Buyers and Sellers is detailed, complete, verified or accurate. Nevertheless, the documents, information, description sheets and, in general, all content present on the Platform are provided "as is" without any guarantee.
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Users expressly acknowledge that the photographs and visuals present on the Platform are not contractual.
The information provided on the Platform is for informational and indicative purposes only and Drinks and Spirits shall not be liable for its accuracy.
Article 9. Obligations of Users
Users are obligated to comply with applicable laws and regulations.
When using the Platform, each User agrees not to undermine public order, to comply with applicable laws and regulations, to respect the rights of third parties, to comply with the provisions of these TOU and to honor the terms and obligations arising from each sales contract entered into via the Platform.
Each User will demonstrate impeccable ethics and behave as a loyal partner in good faith.
In particular, each User agrees to:
- use the Platform, Services and Products in accordance with their purpose;
- not to communicate false and/or misleading information;
- not impersonate any other person, User or not;
- take care of its relationship with the Platform and other Users. As such, it will in particular adopt a courteous and respectful communication with the Platform and other Users;
- respond to questions or requests from other Users.
- respond to questions or complaints from the Platform and/or other Users within 48 (forty-eight) hours and, at most, 5 (five) business days;
- not harm the Platform or other Users in any way.
- not to damage the reputation and good name of Drinks and Spirits, the Platform and/or other Users and, in particular, not to disparage Drinks and Spirits, the Platform and/or the Services;
- not engage in any behavior that hinders or distorts free competition or is likely to constitute unfair competition;
- not to exert any pressure of any kind on other Users and, in particular, not to induce them to break off their commercial relationships with anyone, including Drinks and Spirits and/or other Users of the Platform;
- not to send correspondence or advertisements to other Users to circumvent the use of the Platform and its Services;
- not to divert the purpose of the Platform to compete with it;
- not to seek to undermine the automated data processing systems implemented for the operation of the Platform;
- not distribute unsolicited advertisements, chain emails or pyramid schemes;
- not violate or attempt to violate the security or integrity of the Platform;
- not disseminate data that has the effect of diminishing, disrupting, slowing down, interrupting the normal operation of the Platform or that may damage or disrupt in any way the Platform's computer system.
Each User agrees to provide all documents and information in his possession that are useful for the performance of the Services.
In compliance with the legal and regulatory provisions in force, each User, whether for example a Buyer when asked to rate and/or comment on the Products ordered, or a Seller via his Account, undertakes not to broadcast or put online on the Platform any message, information or element:
- contrary to public order;
- offensive, defamatory, racist, xenophobic, revisionist or damaging to the honor, reputation of others;
- inciting discrimination, hatred of a person or a group of persons because of their origin or their membership or non-membership of a particular ethnic group, nation, race or religion;
- threatening a person or a group of persons;
- of a pedophilic or pornographic nature;
- undermining the security or integrity of a State or territory, inciting to commit a crime, a misdemeanor or an act of terrorism or glorifying war crimes or crimes against humanity;
- inciting to suicide;
- allowing third parties to obtain directly or indirectly pirated software, software serial numbers, software allowing acts of piracy and intrusion into computer and telecommunications systems, viruses and generally any software or other tool likely to infringe the rights of others and the security of persons and property;
- protected by copyright, unless it is itself the owner of the copyright or unless it guarantees to have obtained the authorization of the owner of the rights and can provide proof thereof;
- that may undermine the presumption of innocence of persons or the respect and authority due to justice;
- generally speaking, being likely to characterize any criminal offense.
Article 10. Obligations of Buyers
Each Buyer agrees to carry out the purchase transactions concluded with the Sellers through the Platform in good faith.
Buyers shall refrain from transferring their Account or their credentials to a third party without the prior written consent of Drinks and Spirits.
As part of their obligation of loyalty and good faith, Buyers agree not to purchase from Sellers outside the Platform the Products offered.
Buyers agree to accept the Seller's T&Cs before each Order made on the Platform.
Buyers agree to pay the Price requested at the time of the Order. Any Order from a Buyer who has not paid in full or in part for a previous Order or with whom a payment dispute is being administered may be refused a new Order on the Platform.
The Buyer agrees to pay the price of the Order.
The Buyer has the possibility to leave a notice and a note after reception and verification of the conformity of the received goods. The Buyer must be as fair as possible during this step. Drinks and Spirits, upon written complaint from the Buyer or the Seller, reserves the right to act as a moderator of the reviews and notes that appear on the Platform. Any note and/or review may be deleted by the Platform after a simple written request from its author.
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Article 11. Obligations of Sellers
11.1. Loyalty of Sellers
Each Seller agrees to use, in good faith, all necessary means to fulfill its obligations by delivering quality Products and service to Buyers.
Sellers agree to comply with the applicable legislation regarding the exercise of a commercial activity (including registration, accounting, social and tax obligations) as well as the laws and regulations applicable to the Products sold through the Platform.
11.2. Products offered for sale
Sellers agree to offer for sale only Products that fall within the purpose of the Platform and explained in the preamble hereto, i.e., directly related to Rum (defined in Article 403 I 1° of the CGI).
The Sellers declare that they own the Products offered for sale on the Platform or are duly authorized to sell them.
Sellers are responsible for the accuracy of the content of the ad posted online, the information contained therein and declare that they hold full ownership of the bottles they offer for sale. They are solely responsible for putting the Products they offer for sale on the Platform.
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Sellers shall in particular refrain from offering for sale infringing Products within the meaning of the Intellectual Property Code or any Product prohibited from sale under the legislative or regulatory provisions applicable hereto (French and European law).
11.3 Products sold and presentation of the Products on the Platform
The Sellers undertake to establish, in good faith, precise, clear, accurate descriptions that are not likely to mislead the Buyers, both with respect to the essential characteristics of the Products (origin, composition, accessories, conditions of use, country of shipment, etc.), as well as the price and the guarantees granted.
When delivery is made under option 1 (art. 4.2 of these TOU), the descriptions must also mention the delivery times and shipping conditions.
The Seller certifies that it is the owner and holder of the rights necessary for the exploitation and sale of the Products, in particular those arising from the Intellectual Property Code, including concerning the images/photographs or, in general, any visuals used to put the Products on sale on the Platform.
These visuals must be consistent with the Products offered for sale and respect the rights of third parties.
By placing an ad on the Platform, the Seller agrees to assign its rights to said visuals free of charge to the Platform and authorizes it to disseminate them through various media.
The Seller guarantees the accuracy of the mentions appearing on the description of the Product put online on the Platform and is solely responsible for their veracity.
The Seller is strictly forbidden to sell unsealed and/or already opened bottles as well as copies and counterfeits of bottles. Bottles for sale are understood to be full, sealed and official.
11.4. Form for placing the Product online
The Seller agrees to fill out the form for listing the Product for sale, stating all the characteristics requested, and showing at least 2 (two) visuals (Front/Back) of the bottle.
The Seller's ad may be posted by the Platform offline and not be visible directly even after the Seller has correctly filled out the listing form.
11.5. Disponibilité des Produits et Commandes
Les Vendeurs s'engagent à s'assurer de la disponibilité des Produits qu'ils proposent à la vente par l'intermédiaire de la Plateforme et à informer immédiatement, par le biais d’une inscription claire et dénuée de toute ambiguïté, l’indisponibilité temporaire d’un Produit.
En cas d’indisponibilité supérieure à 1 mois ou permanente, le Vendeur s’engage à en informer la Plateforme et à retirer immédiatement la fiche Produit concernée. Les Vendeurs sont seuls responsables en cas d'indisponibilité des Produits.
Les Vendeurs, qui sont informés des Commandes des Acheteurs par la Plateforme, doivent confirmer la Commande concernée dans un délai maximum de 48 heures. A défaut de réponse dans ce délai, la vente est caduque.
La confirmation de la Commande par le Vendeur implique l'engagement ferme d'expédier les Produits commandés par l’Acheteur.
11.6 Relationship with the Platform
The Seller declares to be fully informed and accepts that the sum resulting from the sale of the Product, minus the Platform's commission according to the option chosen (art. 4.2 of these TOU) will be paid to him only after confirmation of the receipt and verification of the goods by the Buyer.
In addition, the time between the payment issued by Buyer and the payment to Seller's account will be a maximum of 30 days.
The Seller agrees to receive notifications from the Platform regarding the listing, sale and purchase process.
The Buyer agrees to receive offers from the Platform and its partners by email.
Article 12. Remuneration for the Services offered by Drinks and Spirits
12.1. Seller Options
In remuneration for its Services, Drinks and Spirits will receive a commission, expressed as a percentage, collected on the amount excluding tax, excluding customs duty and depending on the option chosen by the Seller and as described in Article 4.2 of this TOU.
12.2 Commission Payment Terms
Drinks and Spirits shall collect, as a payment agent approved by a credit institution, the sale price of the Products ordered by Buyers, in the name and on behalf of Sellers.
The amount of the sale price shall be paid to the Seller.
The amount of the sale price is then paid back by Drinks and Spirits to the Seller, minus the amount of the commission and customs duties.
12.3 Dispute
Any dispute over the amount paid to the Seller may be disputed within 2 (two) months of its payment.
The claim may originate from the Seller or Drinks and Spirits.
After this period, the amount paid which will not have been the subject of any dispute within the period provided for in the first paragraph, will no longer be subject to any dispute and will be deemed accepted by the Parties.
As an exception to the foregoing, if the amount paid by the Buyer should prove to be inaccurate and disputed by the Buyer in the context of the sales contract entered into between the Seller and the Buyer, a rectification of the commission charged by the Platform may be made, taking into account the updated amount, within a period of two months from the rectification of the amount paid by the Buyer and the notification to the Platform of said rectification.
Article 13. Disputes relating to the Products
Buyers may contact the Sellers and address any complaints regarding the Products ordered by using the messaging tool made available for this purpose on the Platform.
Buyers are required to report, within a maximum of 30 working days from the debit of their bank account, any claim regarding the Products ordered and the price paid.
Sales being directly concluded between the Buyer and the Seller, the latter is personally responsible for any claims made by the Buyers and do not engage the responsibility of Drinks and Spirits.
However, in the event that Seller wishes to favorably respond to a Buyer's claim, Seller then has the option, with Buyer's consent, to ship a Product of identical quantity and quality to the one ordered or to substitute it with another of equivalent quantity and quality. In the case of option 2 (art. 4.2 of these GCU), the Seller may rely on the Platform's logistics service in exchange for full reimbursement of the costs incurred by the Platform for the new shipment. These costs will be invoiced by Drinks and Spirits to the Seller and must be processed by the latter under the same conditions as those set out in Article 6 of these GCU. The penalties set forth in Article 6.5 of these TOU shall be fully applicable to it.
Article 14. Sanctions
In the event of non-compliance with any of the provisions of these TOS by a User, Drinks and Spirits may, without prejudice to any other remedies available to it and any claims for compensation, by operation of law and without prior notice, suspend the access of the User in question to the Platform and its Services and, in particular, access to its Account.
In this case, Drinks and Spirits shall inform the User concerned. Upon receipt of such information, the User shall promptly terminate the non-compliance in question.
The User shall not be entitled to any compensation.
Failing to discontinue the non-compliance in question within 30 days, Drinks and Spirits reserves the right to permanently close the User's Account, without prejudice to any other remedies available to it and any compensation claims it may be entitled to make.
The User shall not be entitled to claim any compensation as a result of the closure of his/her Account following the proven non-compliance with any of the clauses of these TOU.
Such suspension shall not result in the termination of any of the User's obligations under an Order in progress.
Article 15. Protection of personal data
The personal data requested from the User by Drinks and Spirits is necessary to guarantee access to the Platform.
For the Buyer, this data is necessary for the placing and processing of his Orders.
Buyers' data may be communicated to Sellers to enable them to proceed with the execution of the contract and the shipment of Orders. It may not be used by the Sellers for any other purpose.
Each Seller only has access to data provided by Buyers in connection with an Order placed for one of its Products.
Drinks and Spirits and the Sellers undertake, where applicable, to ensure the security of the personal data they retain for the purposes of fulfilling and tracking Orders.
Users are explicitly informed of the nature, scope and purpose of the collection, processing and use by Drinks and Spirits of their personal data required in connection with the Services and they expressly accept them.
The processing of the information provided to Drinks and Spirits meets the legal requirements for the protection of personal data, with the information system used ensuring optimal protection of such data.
The User has, in accordance with the national and European regulations in force, a permanent right of access, modification, rectification, opposition to portability and limitation of processing with regard to information concerning him/her.
This right may be exercised under the conditions and according to the terms defined on the Platform.
Users acknowledge and accept that Drinks and Spirits reserves the right to communicate their data to one of its partners, in particular for the proper processing of the Order.
Users acknowledge and agree that Drinks and Spirits may, in the event of a dispute, communicate information concerning another User to the relevant authorities. In this case, Drinks and Spirits shall not be held liable, including on the grounds of breach of business secrecy.
Users consent to the use of their business data in advertising or information campaigns conducted by Drinks and Spirits.
Users also consent to the disclosure to a third party of any of their data necessary for a debt collection(s) or for the performance of all or part of the Services.
Article 16. Intellectual Property
The content of the Platform is the property of Drinks and Spirits and is protected by French, European and international intellectual property laws.
Any total or partial reproduction of this content is strictly prohibited and is likely to constitute an infringement of copyright.
The trademarks and/or patents having been registered by Drinks and Spirits are its exclusive property.
Users acknowledge the intellectual property rights of Drinks and Spirits in particular on the Platform and the related content and waive the right to contest these rights in any form whatsoever.
The trademarks, logos, slogans, graphics, designs, information, photographs, animations, videos, texts, forms, databases, software and know-how contained on the Platform, with the exception of those belonging to Sellers and those belonging to Buyers on their Accounts and for which no transfer of rights has taken place by the application of these TOU, are the property of Drinks and Spirits. They may not be reproduced, used or represented without the prior express permission of Drinks and Spirits under penalty of prosecution.
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Any representation or reproduction, in whole or in part, of the Platform and its contents, by any process whatsoever, without the prior express permission of Drinks and Spirits is prohibited and will result in legal action.
As such, Users shall in particular refrain from:
- reproduce and/or represent any element composing the Platform and in particular the texts, images, photographs, illustrations and documents on any medium whatsoever;
- adapt, arrange, modify, correct, associate, translate into any language or languages, put on the market for free or for a fee, market all or part of the Platform or any of the elements that make it up, regardless of the means and medium;
- extract, use, modify, publish, distribute, distribute, and sell the Platform or any of the elements that make it up, regardless of the means and medium;- use the Platform or any of the elements that make it up, regardless of the means and medium; and
- reuse, by making available to the public, all or part of the content of the Platform, in any form whatsoever.
Article 17. Responsibilities
17.1. Liability of and to the User
Drinks and Spirits' liability towards the User can only be incurred for facts that would be directly attributable to it and that would cause the User direct and certain harm.
The User shall indemnify and hold harmless Drinks and Spirits at first request from any damages and against any liability action that may be brought against it due to the User's violation of any right of a third party or of any of its obligations, whether the liability arises from the sale/purchase of Products, from the use made by the User of the Platform or from any other fact attributable to the User.
Drinks and Spirits' liability is excluded in the event of misuse of the Platform by a User or fault on his/her part. It shall not be engaged either because of facts attributable to a third party, or to a case of force majeure.
Drinks and Spirits is not liable for any damage caused by the use of the Platform.
17.2. Liability relating to the content and access to the Platform
In accordance with the regulations in force, Drinks and Spirits cannot be held responsible or liable for the content made available on the Platform, in particular with regard to the description of the Products, unless it did not promptly make it inaccessible after having been informed of its illegality under the conditions provided for by this law.
Drinks and Spirits makes its best efforts to ensure that the information presented on the Platform relating to Products and Users is detailed, complete, verified or accurate. Nevertheless, the documents, information, description sheets and, in general, all content present on the Platform is provided "as is" without any warranty.
Users expressly acknowledge that the visuals (images, photographs, drawings, etc.) present on the Platform are not contractual.
The information provided on the Platform is for informational and indicative purposes only and Drinks and Spirits shall not be liable for its accuracy.
Drinks and Spirits also disclaims all liability in the event of:
- temporary inability to access the Platform related to operations to update published information;
- viral attack of the Platform or made from the Platform and its possible consequences;
- abnormal use or illicit exploitation of the Platform, in which case Users are solely responsible for damages, including those caused to third parties, and the consequences of any claims or actions that may result.
17.3. Liability for sales made
It is reminded that Drinks and Spirits is not the Seller of the Products. It can therefore in no way be held responsible for sales made between Buyers and Sellers, to which it remains a stranger.
17.4. Responsibility for the transport of Products in the case of Option 1 (art. 4.2 of these TOU)
In the event of delay, loss, overdue packages, damage or possible leaks to which the Product may be subject, no reimbursement may be requested from Drinks and Spirits, which is in no way responsible for this type of inconvenience, as long as the delivery is provided by the Seller.
17.5. Responsibility for the transport of the Products in the case of Option 2 (art. 4.2 of these TOU)
When the Seller opts for logistical support offered by Drinks and Spirits, the Seller undertakes to guarantee, both towards Drinks and Spirits and its logistician, the stability of the chemical, organic, physical characteristics of the goods.
He shall remain liable in the event of damage related to the failure to comply with its characteristics.
The Seller also undertakes to guarantee the suitability and resistance of the packaging for all operations related to the transport of the Products, in accordance with the regulations in force, in particular the provisions of European Regulation No. 2023/2006 of 22 December 2006 and Decree No. 2007-766 of 10 May 2007.
Article 18. Termination of Services - closure of the Account at the initiative of Users
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Whatever the reason for termination by the User, it is recalled that the latter remains fully committed for the contracts that he would have entered into via the Platform with another User during the time when his Account was still active and as such, these TOU will remain applicable for the entire period necessary for the full performance of the obligations of the User in question.
18.1. Termination for default
In the event of a breach by Drinks and Spirits of any of its obligations, the User may, after formal notice has been sent by any means and has remained without effect for a period of 30 working days, cease to use the Services and close its Account, without Drinks and Spirits being entitled to claim any compensation.
18.2. Termination by operation of law
Any User may terminate the use of the Services at any time, without having to justify it. It is specified that the termination of a Service or an element of Service is automatically worth termination of all Services.
To close his or her Account, the User may log into his or her space and follow the account deletion procedure.
With respect to Sellers, Sellers must respect a 30 business day notice period before any termination by operation of law and must honor their current Orders.
Article 19. Termination of Services - closure of Account at the initiative of Drinks and Spirits
19.1. Suspension of Services
In the event of non-compliance with any of its obligations by a User, Drinks and Spirits may, without prejudice to any other remedies available to it, by operation of law and without notice, suspend the User's Services and, in particular, access to its Account.
Such suspension shall not result in the suspension of any invoicing or payments due from Buyer in respect of its Orders.
Such suspension shall not prevent Seller from fulfilling its outstanding Orders.
This decision shall be brought to the User's attention by e-mail or registered letter with acknowledgment of receipt specifying the alleged non-compliance.
If the User fails to remedy its default within 30 (thirty) days from the suspension, Drinks and spirits may terminate the Services and access to the Platform, by operation of law and with immediate effect, to the detriment of the User, who shall bear all consequences.
Users expressly declare that they accept the consequences of the application of this article and will not be able to claim against Drinks and Spirits for any damage they suffer as a result of this application.
19.2 Termination for fault
In the event of a serious or repeated breach, by the User bound by these TOU, of any of its obligations, Drinks and Spirits may, after formal notice sent by any means and remained without effect for a period of 30 (thirty) working days, definitively cut off access, to the User concerned, to the Services and the Platform, without the User being able to claim any compensation.
Drinks and Spirits will notify the defaulting party by registered letter with acknowledgment of receipt without the need for any other judicial or extrajudicial formality and without prejudice to any damages to which the non-defaulting party may be entitled by virtue of the law and/or these TOU.
19.3. Termination by operation of law
Drinks and Spirits may terminate a Buyer's Services by operation of law in the event of a receivership or liquidation, a takeover by a third party, or the transfer of the User's business to a third party.
19.4. Consequences of Termination
The termination of a User's Services for any reason whatsoever, automatically results in the closure of the User's Account, the cancellation of all Services offered to the User and, for Buyers, the immediate payment of all sums owed by the User to Drinks and Spirits and the Sellers as of the effective date of the termination.
In the event of Buyer's credit position, all sums corresponding to Orders and claims on the day of termination of the Services will be withheld for a period of up to 2 (two) months so that Drinks and Spirits may proceed with verifications of the status of Buyer's account and, if necessary, with its partial or total refund.
Whatever the cause of the termination, the present T&Cs will remain applicable until the perfect closure of the contractual relations engaged between the concerned Users, in particular when Orders for Products will have been placed prior to the closure of the Account.
Article 20. Partial nullity of the GTU
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If one or more stipulations of these T & Cs are held to be invalid or declared as such in application of a law, a regulation or a final decision of a competent court, the other stipulations will retain all their force and all their scope.
Article 21. Disputes and applicable law
ANY LITIGATION RELATING TO THE INTERPRETATION AND/OR THE EXECUTION OF THESE T & Cs IS SUBJECT TO THE COURT OF JUDICIARY OF PARIS.
These T & Cs and the operations resulting from them are all and without exceptions governed by French law.
They are written in French. In the event that they are translated into one or more languages, only the French text is authentic in the event of a dispute.