Alto SAS
92 Cours Lafayette
69003 Lyon
FRANCE
Scope of Application
These General Sales Conditions (CGV) are intended to govern the terms of remote sales of Products by ALTO to its Professional and Consumer Clients.
1. Definitions
“CGV”: refers to these General Sales Conditions;
“Client”: refers to any natural person of legal age or legal entity, individual or professional, purchasing Products from ALTO;
“Professional Client” refers to any Client who has placed an Order acting for purposes that fall within the scope of his/her commercial, liberal, industrial, artisanal, or agricultural activity.
“Consumer Client” refers to any Client who has placed an Order for a use that does not fall within the scope of his/her commercial, liberal, industrial, artisanal, or agricultural activity.
“Order” refers to any purchase made by the Client of Products offered by ALTO.
“Products”: refers to all products sold by ALTO;
“Site”: refers to the website owned by ALTO and accessible at the following address: alto-sa.fr
“ALTO”: refers to the company ALTO, a simplified joint stock company with a capital of 40,000 euros, registered in the Lyon Trade and Companies Register under number 431 248 756, the seller of the Products.
The “Client” and “ALTO” are collectively referred to as “Parties” and individually as “Party”.
2. Purpose and Acceptance of the CGV
The CGV are intended to apply to all sales of Products.
Placing an Order under the conditions described below by the Client implies their unreserved acceptance of the CGV, which prevail over any other possible commercial conditions of the Client. They express the entirety of the rights and obligations of the Parties.
It is recalled that in accordance with Article L.3342-1 of the Public Health Code, “the sale of alcoholic beverages to minors is prohibited”. By filling out the Order form, the Client, in this case a natural person, confirms not to be a minor and to have the legal capacity to proceed with the Order.
The Client acknowledges having read the CGV and is therefore invited to read carefully the clauses below.
3. Products
a. Essential Characteristics of the Products
Products are offered for sale as deliverables and en primeur (wine futures) until stocks are exhausted and can be consulted on the Site. The essential characteristics of each Product are described on the Site.
ALTO commits to delivering Products in compliance with the regulations in force at the time of the Order applicable to the Products.
b. Availability of Products
ALTO commits to honor Orders within the limit of available stocks. The available Products are those listed on the Site at the time of the Client’s consultation, unless stated otherwise. At any time, ALTO reserves the right to stop marketing a Product without this affecting Orders already placed for said Product.
In the absence of availability of the Product, ALTO commits to inform the Client as soon as possible by email. The Client may then cancel or modify their Order; a substitute Product may be sent to them with their agreement.
4. Particularity of “En Primeur Sales”
Buying wine “en primeur” means purchasing wine that has already been vinified but is still aging and thus not immediately available.
This is a commitment by ALTO to reserve wine from winemakers and merchants, with specific delivery dates. The period between order and availability dates spans several months, depending on the aging time for each vintage.
Once ready, the wine is delivered as promptly as possible. By reserving wine in advance, the Client benefits from ALTO’s efforts to secure supplies from reputable producers.
“En primeur” sales periods are communicated by ALTO to the Client. The quantity of “en primeur wines” is limited, and the sale will end once stock is depleted or the deadline is reached, whichever comes first.
The responsibility for aging, bottling, and availability of the wines lies with the chateaux and owners. In case of non-commercialization, the Client may either be refunded by ALTO or receive different but equivalent quality products.
In the event of a grouped order of several different vintages, the availability date to be considered is always the furthest one. Only one delivery will be made and therefore charged.
The Customer is required to inform ALTO of any changes to their details after the order: email address, phone number, billing and/or delivery address, intercom, access codes to the floors, door number, etc.
The delivery deadline is indicated in the order form. It is extended by an additional month relative to the availability date.
However, as soon as the wines are made available by the estates, ALTO endeavors to ensure that the Customer is delivered as soon as possible
5. Prices
Product prices are those in effect on the day of the Order, indicated in euros excluding taxes, and are subject to VAT and transport fees applicable on the order date.
ALTO’s price proposals and quotes are valid for 7 days.
In block sales, measurement is only for final price determination, with the sale being final upon agreement if the block is individualized with a unit price reference.
Prices may be adjusted regularly without notice, and delivery charges are specified at the time of ordering.
Orders delivered outside of France or the European Union may be subject to taxes and customs duties, which are the Client’s responsibility. ALTO is not obligated to verify and inform about applicable customs duties.
6. Order
a. Ordering Process
Orders are placed directly with ALTO by email at order@alto-sa.fr. Any order implies acceptance of the prices for the products ordered. The Client also specifies the delivery address, delivery mode, and payment method. Information provided by the Client binds them; ALTO cannot be held responsible for errors in delivery address or product choice. Similarly, if the Client’s identity or address cannot be clearly identified, ALTO reserves the right to refuse the order without being liable.
b. Order Confirmation
Orders are confirmed via email with an invoice or proforma invoice. It is the Client’s responsibility to ensure that the email is not blocked by anti-spam filters.
ALTO is not obligated to deliver products for an order that has not been
confirmed in writing. ALTO also reserves the right to refuse any order, especially from a Client who has not fully paid for a previous order or with whom a dispute is ongoing.
c. Modification and Cancellation of the Order
Any order modification must be communicated to ALTO within 48 hours following ALTO’s acceptance of the order. Beyond this period, the sale is considered final and the full price is due.
The Client bears all costs related to order modification, suspension, or postponement. In case of modification acceptance, ALTO may revise the initial price and delivery terms accordingly.
An order cannot be cancelled without ALTO’s prior agreement. A cancellation request must be made by email within 48 hours following ALTO’s acceptance of the order. Any cancellation by the Client results in the retention of payments made as a cancellation fee. Additionally, ALTO may demand reimbursement of all incurred costs.
Any request for cancellation made after the 48-hour deadline will be considered void.
7. Payment
a. Payment Terms
Payment for Orders is made by draft or by bank transfer to the account specified by ALTO, the details of which are indicated on the proforma invoice and the final invoice.
Orders for deliverable wines are payable upon receipt of invoice, before delivery of the wines, by shipment via a carrier or by collection.
For professional clients, ALTO may grant, subject to acceptance and depending on the client’s history, payment terms of 60 days from the date of invoice issuance, provided that this period does not exceed 30 days after the end of the delivery month for alcohols subject to excise duty (such as armagnac, cognac, or brandy, for example).
The order of wines en primeur (wine futures) requires the payment at the time of the Order of a deposit of the total price excluding taxes and delivery charges. Upon receipt of the Order accompanied by payment, ALTO will issue a proforma invoice excluding taxes, serving as a reservation certificate.
b.Delay or Failure to Pay
Failure to pay invoices by the Professional Client on the stipulated due dates will result, without prior notice, in the billing of late payment interest from the first day of delay. The rate of this interest is equal to three times the legal interest rate. A flat fee of 40 euros covering collection costs will also be due.
In the event of total or partial non-payment of an Order on the due date, the amounts due for this Order or other Orders already delivered or in the process of delivery will be immediately payable after formal notice by ALTO by registered letter with acknowledgment of receipt. In the aforementioned scenario, ALTO may also demand the return of the goods at the Client’s expense and risk. The Client will also bear the costs of litigation services as well as possible legal and judicial expenses.
8. Reservation of Ownership and Transfer of Risks
ALTO retains ownership of the Products sold until their full and effective payment. However, the risk of damage, loss, or theft of the Products is transferred to the Client as soon as they are made available.
In case of non-payment of a due date by the Client, ALTO reserves the right to claim the sold Products in accordance with legal and regulatory provisions. In the context of the sale of wines en primeur, in case of payment default, the deposits received will remain definitively acquired by ALTO without prejudice to any other actions it may take as a result.
9. Delivery
Delivery is carried out by a carrier to the delivery address provided by the Client at the time of the Order. Wines are delivered with the necessary customs documents and certificates of origin. The cost of insurance and transport is charged to the Client.
Furthermore, the Client must ensure that the delivery address and phone number are accurate. ALTO cannot be held responsible for delivery delays or errors due to incorrect address or information provided by the Client at the time of the Order.
In this context, all costs incurred for reshipping the Products will be entirely borne by the Client. ALTO will deliver Orders within 7 working days from the validation of the Order for delivery in Metropolitan France and 30 days internationally including within the European Union. It is specified that delivery times are in working days, excluding Saturdays, Sundays, and public holidays, and correspond to the usual average times including processing, preparation, and shipment of the Order. They run from the date of Order confirmation.
This is an indicative deadline. ALTO’s responsibility cannot be engaged in case of delivery delay. Regardless of the delivery mode, the Client must check the good condition of the delivered Products. In case of damage or shortages, any claim or protest must be made on the delivery note, in the presence of the delivery person, or notified to the carrier by registered letter with acknowledgment of receipt according to the conditions of Article L.133-3 of the Commercial Code. All general and unmotivated reservations, such as the mention “subject to unpacking”, have no legal value.
Delivery can also be carried out by collection at ALTO’s warehouses. If the Client cannot be present at the delivery of the package, they must inform ALTO at least two days before the delivery date and issue a mandate to a person of their choice either to receive the product during delivery or to proceed with the withdrawal of the Product at ALTO’s warehouse.
When the Client is absent during the delivery and has not informed ALTO within the aforementioned period, the package will be returned to ALTO. Reshipment will be at the Client’s expense. In case of non-collection of the Products ordered by the Client, ALTO reserves the right to charge the Client storage fees for the Products, without prejudice to compensation by the Client of all costs borne by ALTO, as well as damages possibly suffered by ALTO directly or indirectly related to the late withdrawal by the Client of the ordered Products.
10. Exercise of the Right of Withdrawal
a. Withdrawal Period and Conditions for Exercising the Right of Withdrawal
In accordance with the provisions of the consumer code, the Consumer Client who contracts as a Consumer has a period of fourteen (14) clear days from the receipt of the Products to exercise their right of withdrawal, without having to justify reasons or pay penalties, except for return costs, by filling out the standard withdrawal form available on the website or by sending an email to the following address: order@alto-sa.fr
In the case of an Order involving multiple goods delivered separately or in the case of an Order for a good consisting of multiple lots or pieces whose delivery is spread over a defined period, the period begins from the receipt of the last good or lot.
The Consumer Client will then receive, without delay, an acknowledgment of receipt of their request to exercise their right of withdrawal by email. Within fourteen (14) days of sending the withdrawal form or email to ALTO, the Consumer Client must return the Products to the following address:
Alto S/E POOL Logistic ZA Les Champs Lins 6 Allée des Lamponnes 21190 Meursault
It is up to the Consumer Client to keep the proof of parcel deposit which will be given by the carrier or the Post Office, the receipt or the Post Office stamp being proof of the return date of the Product. The return being at the expense of the Consumer Client, in case of loss of the parcel, no refund will be made. ALTO commits to refund the Consumer Client, using the same means of payment as used by the Consumer Client for the original transaction, the price of the Product as well as delivery charges, based on the cost of standard delivery, without undue delay and at the latest within fourteen (14) days following the date on which the Products were recovered. The risks and costs of return are the exclusive responsibility of the Consumer Client.
b. Exceptions to the Application of the Right of Withdrawal
The right of withdrawal can only be exercised for Products returned complete, unopened, in perfect condition, clean, in their original packaging.
Thus, opened bottles, especially bottles with a cork taste, will not be exchanged or refunded. Products returned incomplete, damaged, soiled, or unsuitable for resale, for whatever reason, will not be accepted.
In application of article L 221-28 of the consumer code, the right of withdrawal cannot be exercised for contracts “5° of Supply of goods which have been unsealed by the consumer after delivery and cannot be returned for hygiene or health protection reasons; (…) 7° of Supply of alcoholic beverages whose delivery is delayed beyond thirty days and whose value agreed upon at the conclusion of the contract depends on market fluctuations beyond the professional’s control.”
11. Conformity of Products and Legal Warranty
Products sold by ALTO are automatically and without additional payment, subject to the applicable legal warranties.
In addition, the Client is informed that the legal regime and the applicable legal warranties may also differ depending on whether the Order was made by a Professional Client or a Consumer Client.
ALTO is liable for product conformity defects under the conditions of articles L. 217-4 and following of the Consumer Code and the guarantee against hidden defects of the thing sold in the sense of articles 1641 and following of the Civil Code, as reproduced below:
Article L217-4 of the Consumer Code:
“The good is in conformity with the contract if it meets, in particular, the following criteria:
1° It matches the description, type, quantity, and quality, especially regarding functionality, compatibility, interoperability, or any other characteristic specified in the contract;
2° It is suitable for any special use sought by the consumer, made known to the seller at the latest at the time of contract conclusion and accepted by the latter;
3° It is delivered with all the accessories and installation instructions that must be supplied according to the contract; 4° It is updated in accordance with the contract.”
Article L217-5 of the Consumer Code:
“In addition to the conformity criteria specified in the contract, the good is considered in conformity if it meets the following criteria:
1° It is suitable for the use ordinarily expected of a similar good, taking into account, if necessary, any EU law and national law provisions as well as any technical standards or, in the absence of such technical standards, specific codes of conduct applicable to the sector;
2° It possesses the qualities that the seller presented to the consumer in the form of a sample or model before the conclusion of the contract;
3° If applicable, it includes the most recent digital elements available at the time of the contract conclusion, unless the parties agree otherwise;
4° If applicable, it is delivered with all the accessories, including packaging, and the installation instructions that the consumer may legitimately expect;
5° If applicable, it is provided with the updates that the consumer may legitimately expect, in accordance with Article L. 217-19;
6° It matches the quantity, quality, and other characteristics, including in terms of durability, functionality, compatibility, and safety, that the consumer may legitimately expect for goods of the same type, given the nature of the good as well as public statements made by the seller, by anyone upstream in the transaction chain, or by a person acting on their behalf, including in advertising or labeling.
- However, the seller is not bound by the public statements mentioned in the preceding paragraph if they demonstrate:
1° That they were unaware of them and were legitimately unable to know them;
2° That the public statements had been corrected in comparable conditions to the initial statements at the time of contract conclusion; or
3° That the public statements could not have influenced the purchase decision.
III. The consumer cannot dispute conformity by invoking a defect concerning one or more specific characteristics of the good, of which they were specifically informed that they deviated from the conformity criteria set out in this article, a deviation to which they expressly and separately consented at the time of contract conclusion.”
Article L217-12 of the Consumer Code:
“The seller may not proceed according to the consumer’s choice if the requested compliance is impossible or involves disproportionate costs with respect to, in particular: 1° The value the good would have in the absence of a lack of conformity;
2° The significance of the lack of conformity; and
3° The possibility of opting for the other choice without major inconvenience for the consumer.
The seller may refuse to bring the good into conformity if it is impossible or involves disproportionate costs, particularly in light of points 1° and 2°.
When these conditions are not met, the consumer can, after a formal notice, pursue the forced execution in kind of the initially sought solution, in accordance with articles 1221 and following of the civil code. Any refusal by the seller to proceed according to the consumer’s choice or to bring the good into conformity must be justified in writing or on a durable medium.
Article L217-13 of the Consumer Code:
“Any good repaired under the legal warranty of conformity benefits from an extension of this warranty for six months. If the consumer opts for repair but it is not carried out by the seller, bringing the good into conformity by replacement starts, for the benefit of the consumer, a new period of the legal warranty of conformity attached to the replaced good. This provision applies from the day the replacement good is delivered to the consumer.”
Article L217-14 of the Consumer Code:
“The consumer is entitled to a reduction in the price of the good or to the rescission of the contract in the following cases:
1° When the professional refuses any form of conformity;
2° When the conformity is achieved beyond a period of thirty days following the consumer’s request or if it causes significant inconvenience;
3° If the consumer definitively bears the costs of taking back or removing the non-conforming good, or if he bears the installation of the repaired or replacement good or the related costs;
4° When the non-conformity of the good persists despite the seller’s attempt at conformity which remained unsuccessful.
The consumer is also entitled to a reduction in the price of the good or to the rescission of the contract when the lack of conformity is so serious that it justifies the immediate reduction of the price or the rescission of the contract. The consumer is not required to request repair or replacement of the good in advance.
The consumer is not entitled to the rescission of the sale if the lack of conformity is minor, which the seller must demonstrate. This paragraph is not applicable to contracts where the consumer does not proceed to payment of a price.”
Article L217-15 of the Consumer Code:
“In the cases provided for in Article L. 217-14, the consumer informs the seller of his decision to obtain a reduction in the price of the good.
The reduction in price is proportional to the difference between the value of the delivered good and the value of this good in the absence of the lack of conformity.”
Article L217-16 of the Consumer Code:
“In the cases provided for in Article L. 217-14, the consumer informs the seller of his decision to rescind the contract. He returns the goods to the seller at the seller’s expense. The seller refunds the price paid to the consumer and returns any other advantage received under the contract.
If the lack of conformity only affects certain goods delivered under the sales contract, the consumer has the right to rescind the contract for all the goods, even those not covered by this chapter, if it cannot reasonably be expected of him to keep only the conforming goods.
For contracts mentioned in II of Article L. 217-1, providing for the sale of goods and, as an accessory, the provision of services not covered by this chapter, the consumer has the right to rescind the entire contract. Furthermore, in the case of a bundled offer as defined in Article L. 224-42-2, the consumer has the right to rescind all related contracts.
The respective obligations of the parties to the contract, mentioned in Article L. 224-25-22 and relating to the consequences of the rescission for digital contents and digital services, are applicable to the rescission of the sales contract of a good containing digital elements.”
Article 1641 of the Civil Code:
“The seller is liable for the warranty due to hidden defects of the thing sold that render it unfit for the use for which it was intended, or that so diminish this use that the buyer would not have acquired it, or would have paid a lower price for it, had he known of them.”
Article 1648 of the Civil Code:
“The action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the vice.
In the case provided by Article 1642-1, the action must be introduced, under penalty of foreclosure, within the year following the date on which the seller can be discharged from visible defects or lack of conformity.”
The above provisions relating to the legal warranty of conformity are not applicable to Professional Clients.
When acting under the legal warranty of conformity, the Consumer Client:
- has a period of two years from the delivery of the Product to act;
- can choose between the repair or replacement of the Product, subject to the cost conditions provided for by Article L. 217-12 of the consumer code.
In case of return for non-conformity, the Consumer Client must make a request to ALTO’s customer service by email at the address: order@alto-sa.fr, detailing the defect or non-conformity observed. ALTO will examine the request and proceed to the exchange or refund of the Product(s), including shipping and return costs, if the claim is justified. No return for non-conformity will be accepted without prior approval from ALTO.
In any event, the Consumer Client who reports the existence of a hidden defect must be able to demonstrate that:
- the defect existed prior to the sale;
- (ii) the Product has been stored in conditions suitable for wine preservation, specifically in a cellar at a temperature between 10°C and 13°C, with a humidity level between 70% and 80%, away from light and foreign odors, with regular replacement of corks, and other measures as recommended for the proper conservation of wines;
- (iii) the defect is not attributable to normal wear or the natural evolution of the Product, given that the bottles of wine offered for sale by the Seller are old vintages, which may naturally exhibit such defects, including cork taint.
It is emphasized that bottles exhibiting cork taint will neither be exchanged nor refunded. It should also be noted that any warranty is void in cases of misuse, improper storage of the Product, or due to the natural aging process of the Product.
Furthermore, warranties do not cover rare wines and vintages that are more than 10 years old.
Wines and wine-based Products stored by the Client are not eligible for warranty beyond a five-year period.
12. Force Majeure
In the event of the occurrence of a force majeure event, as defined by Article 1218 of the Civil Code, ALTO shall not be held responsible for failing to meet its contractual obligations if such failure is caused exclusively by an event constituting force majeure.
A force majeure event is understood to be an event beyond the control of the Parties, that is to say, unforeseeable, irresistible, and external, such as, but not limited to, natural disaster, strike, social unrest and riots, embargo, war, lock-out, unavailability of means of transport, pandemic, etc., or any other event deemed as force majeure by French courts and tribunals based on Article 1218 of the civil code.
If ALTO is prevented from performing its obligations for more than one (1) month due to a force majeure event, the Parties shall agree together on the resumption of the execution of the Contract under adapted conditions, the continuation of the suspension of the Contract for a new duration, or the termination of the Contract, without damages.
13 Personal Data Processing
ALTO respects the privacy of its Clients and commits to ensuring that all information it collects is protected and kept confidential.
ALTO, as the data controller, collects and processes personal data concerning Consumer Clients, including name, first name, designation, information related to their professional life, communication, and telecommunication, bank statements.
This data is processed for the following purposes: management of requests, Orders, accounting, and litigation. ALTO also implements processing for commercial prospecting purposes.
The collection and processing of this data for these various purposes are necessary for the execution of pre-contractual or contractual measures or for compliance with legal obligations incumbent upon ALTO. The conduct of commercial prospecting operations falls under its legitimate interest in promoting its products and services.
Personal data processed for the purpose of managing the commercial relationship is kept for the duration of the commercial relationship, and for five years following its termination. This period may be extended in case of litigation until all appeals are exhausted.
Personal data collected for accounting management purposes are kept for a duration of ten years from the end of the accounting year.
Personal data collected for prospecting purposes are kept for a duration of three years from the last contact with the prospect. They are intended for authorized personnel within the company and subcontractors.
In accordance with the European Regulation on the protection of personal data EU 2016/679 (GDPR) and the law of January 6, 1978, as amended, the Consumer Client may exercise their right of access to data concerning them, rectification, erasure, request a limitation of processing, object to it, or request the portability of their data by contacting: order@alto-sa.fr. The Consumer Client also has the possibility to define directives concerning the storage, erasure, and communication of their personal data after their death with a trusted third party, certified and tasked with respecting their will in accordance with applicable legal requirements. The Consumer Client may file a complaint with the CNIL by writing to the following address: 3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07
14. Modification of the CGV
ALTO reserves the right to modify the provisions of the CGV at any time. The CGV applicable to the Client will be those in force at the time of the Client’s confirmation of the Order.
15. Consumer Mediator
The Consumer Client is informed that they may resort to a consumer mediator, after the failure of an attempt to resolve the dispute amicably directly with ALTO, in accordance with Articles L616-1 to L616-3 of the consumer code. Resorting to mediation is not an obligation; it is an option available to the Consumer Client.
For this purpose, the Consumer Client is informed that ALTO has designated the following mediator: Mediavet, 126 Chemin de l’Abreuvoir 38410 SAINT MARTIN D’URIAGE
In accordance with Article L.152-1 of the consumer code, the Consumer Client can freely use the Mediavet mediation service to which ALTO subscribes by electronic means at the following address: contact@mediavet.net and also on their website: https://mediavet.net/contact/, or by mail: 126 Chemin de l’Abreuvoir 38410 SAINT MARTIN D’URIAGE
16. Applicable Law – Jurisdiction Clause
The CGV are governed by French law.
For Professional Clients, the Parties agree that in case of persistent disagreement following an attempt at amicable resolution, any dispute related to the Order or the CGV themselves will be submitted to the exclusive jurisdiction of the courts of the city of LYON, if the Professional Client is a merchant.
Regarding the Consumer Client, any dispute related to the Order and the CGV, the competent court may be that of the defendant’s place of residence or the place of actual delivery of the Product. In accordance with the prevailing regulations, the Consumer Client may also choose to bring the matter before the court of their place of residence.