TERMS AND CONDITIONS OF SALE

Article 1 - General information

The present terms and conditions govern the relationship between BLUE SIDE, a company specializing in transactions, transfers, acquisitions and consulting for vineyards, wineries, properties and estates, and any person using the site. www.blueside.fr or coming into contact with BLUE SIDE.

Identification : BLUE SIDE - 1500 route des moulins de Paillas - 83580 Gassin - Tel. +33 (0)4 94 43 83 00 - Email. contact@blueside.fr - Web. www.blueside.fr - S.A.S. with capital of €20,000, registered with the Fréjus Trade and Companies Register under number 529 319 667, represented by Mr Arnaud COURRET in his capacity as Chairman.

Carte Professionnelle : Transactions sur immeubles et fonds de commerce N° CPI 8304 2016 000 003 694 issued by the CCI Var

Financial guarantee: GALIAN, 89 rue de La Boëtie, 75008 Paris - N° 43467 W - €120,000

Professional Liability Insurance: MMA IARD, 14 Bd Marie et Alexandre Oyon, 72030 Le Mans CEDEX 9 - N° 120 137 405

Escrow account: (article 55 of the decree of July 20, 1972) - C.A. PUGET PRO - FR76 1910 6000 4443 6971 1712 236

Article 2 - General provisions

The general provisions defined in article 2 apply to all services offered by BLUE SIDE.

These General Terms and Conditions of Sale (GTCS) constitute the agreement governing the relationship between BLUE SIDE (referred to as "the Agent" or "the Provider") and its customers (referred to as "the Principal", "the Customer" or "the Partner") within the framework of its services and transactions.

The Customer declares that he/she has read and accepted these General Terms and Conditions of Sale before entering into a contract with BLUE SIDE. They apply without reservation or restriction.

In accordance with legal provisions, the customer has a period of 14 days from the date of signature of a service quotation or off-premises mandate to withdraw from the contract without penalty. This letter must be sent no later than the 14th day after signature of the contractual document. The letter must be sent by registered mail to the following address:
BLUE SIDE - 1500 route des moulins de Paillas - 83580 Gassin

Article 3 - General terms and conditions of sale for the Transaction service

The conditions defined below apply specifically to our Transaction service and are complementary to the general provisions specified in article 2.

3.1 Conditions concerning the Customer/Principal

As a result of signing a sales mandate, the Customer :

• Declares that I have not granted an exclusive sales mandate that has not expired or been terminated.
• Is forbidden to do so at a later date without having first terminated the mandate entrusted to BLUE SIDE by registered mail, giving fifteen days' notice.
• Undertakes to produce any proof of ownership requested by BLUE SIDE as agent and to inform it of any change concerning the property and/or the owner.
• Certifies that the documents provided are true and authentic.
• Gives BLUE SIDE full powers to request any useful document from any person, administration, organization, private or public company, in particular any town planning document and any document relating to the operation.
• You may exercise your right of access and rectification in accordance with article 27 of the French law of January 6, 1978.

• Expressly authorizes BLUE SIDE to :

- Enter all the information contained in the mandate into a computer file.

- Photograph and film the exterior and interior of the designated properties and use their image: publish, distribute, fix, process, retouch, use for all advertising and commercial purposes, reproduce and communicate these photos and videos to the public, without time or territorial restrictions.

- Do all that it deems useful to achieve the sale, carry out all advertising at its convenience at the expense of the agent.

- Indicate, present and show the properties designated in the mandate to any person he deems useful. To this end, the customer undertakes to provide him with the means to visit the property for the duration of the mandate.

- Substitute, call upon any assistance and do whatever it deems appropriate in order to successfully conclude the sale of the assets or securities designated in the sales mandate.

- To draw up all private deeds with the clauses and conditions necessary for the fulfilment of the present contract, and to obtain the signature of the purchaser. In addition, in the event of the exercise of a right of pre-emption, the agent may negotiate and conclude with the pre-emptor benefiting from this right; the Customer retains the right to accept or not the price finally obtained by the agent.

• Binds itself to ratify the sale with the purchaser presented by the agent at the price, charges and conditions of the entrusted mandate.

The agent's remuneration will be payable on the day the transaction is effectively completed, recorded in a notarial deed, and after all conditions precedent have been lifted.

During the term of the mandate and its renewals, as well as during the 24 months following its expiry or termination, the Customer undertakes not to deal directly or through another agent with a contact denounced or presented by the agent or a substitute agent. In the event of failure to comply with this clause, the agent will be entitled to a fixed indemnity, payable by the Customer, equal to the amount of the agent's remuneration, inclusive of all taxes, provided for in the sales mandate.

If a right of substitution or pre-emption is exercised, the remuneration stipulated in the mandate will be payable by the customer.

If the customer sells without the intervention of the agent, to a purchaser who has not been presented or has not been informed of the sale by the agent or a substitute agent, the agent will not be entitled to any compensation for any reason whatsoever. However, the customer undertakes to inform the agent without delay, in writing, specifying the contact details of the purchaser, the agent and the notary or lawyer in charge of the deed. Failing this, the principal will bear the consequences, particularly in the event that the agent has contracted with another purchaser.

In the event of the signature of an exclusive sales mandate, the customer may not sell without the intervention of the agent for the duration of the mandate. If this is not the case, the customer is obliged to pay a fixed indemnity equal to the remuneration, inclusive of all taxes, stipulated in the sales mandate.

3.2 Conditions concerning the Contractor / BLUE SIDE

As a result of signing a sales mandate, the BLUE SIDE :

• Undertake the steps and implement the means it deems necessary to carry out the mission;
• Will compile a detailed presentation file of the properties covered by this mandate, which will be sent to the principal for his opinion;
• Will share this presentation file with its contacts under an individual confidentiality agreement;
• Report periodically to the principal by e-mail on the identities of individually engaged contacts;
• Advertise by any means and in particular on the paper and electronic media of Blue Side, Figaro group, ATC group, Spir Communication group, Nouvel Observateur group, Mediaobs group, Seloger.com, FrenchEntrée, ...
• Will report under the conditions of article 6 of the law of January 2, 1970 and article 77 of the decree of July 20, 1972;
• cannot, under any circumstances, be considered as legally responsible for the property to be sold, as its mission is essentially to find a buyer. Consequently, it is the seller's responsibility to take all necessary steps to ensure the proper conservation of the property and to take out all necessary insurance.

3.3 Conditions concerning the Customer/Beneficiary

The Beneficiary, a prospective buyer, is in contact with BLUE SIDE to form an idea as to the advisability of investing in one or more operations presented by BLUE SIDE.

The information exchanged between BLUE SIDE and the Beneficiary is confidential and concerns in particular: the identities and projects of the Beneficiary, the operations presented by BLUE SIDE and the information resulting from data processing by BLUE SIDE.

Prior to any exchange of information, BLUE SIDE and the Beneficiary define the conditions of communication and use of this Information. in accordance with article L. 561-1 and following of the CMF and RGPD and agree to a code of ethics governing their relationship by ratifying the "AGREEMENT - NDA" document sent by BLUE SIDE to the Beneficiary by electronic signature.

Article 4 - General terms and conditions of sale for the seller finder service

The conditions defined below apply specifically to our seller search service and are complementary to the general provisions specified in article 2.

4.1 Obligations of the Customer/Client.

As a result of signing a search mandate, the Customer :

• Declares that it has not granted an exclusive search mandate that has not expired or been terminated.
• May not do so at a later date without first terminating the initial mandate by registered letter, giving fifteen days' notice.
• You may exercise your right of access and rectification in accordance with article 27 of the French law of January 6, 1978.

The agent's remuneration will be payable on the day the transaction is effectively completed, recorded in a notarial deed, and after all conditions precedent have been lifted.

During the term of the mandate and for 24 months following its expiry or termination, the Customer agrees not to deal directly with a seller whose property has been presented by the agent or a substitute agent. In the event of failure to comply with this clause, BLUE SIDE will be entitled to a fixed indemnity, payable by the Customer, the amount of which will be equal to that of the agent's remuneration, all taxes included, provided for in the sales mandate.

In the case of an exclusive search mandate, the customer may not purchase without the intervention of the agent for the duration of the mandate. If this is not the case, the customer is obliged to pay a fixed indemnity equal to the remuneration, inclusive of all taxes, stipulated in the search mandate.

4.2 Conditions concerning the Contractor / BLUE SIDE

As a result of the signing of a search mandate, BLUE SIDE :

• Undertake the steps and implement the means it deems necessary to carry out the mission. The latter is the subject of specifications attached to the mandate, specifying the description of the property sought, the means to be employed, and the expected duration and remuneration.
• Will report to the customer as regularly as possible on its activities, and will accompany the customer right up to the signing of the deed of sale. 

Article 5 - Pricing conditions

5.1 Fees

In the absence of specific contractual provisions, the fees due to BLUE SIDE upon completion of its mission are payable by the seller for sales mandates and by the buyer for search mandates, according to the following scales:

 5.2 Partnerships - Retrocession of fees

In the absence of specific contractual provisions, the terms of fee retrocession within the framework of a partnership (4) to enter and/or exit a file are as follows:

Amount retroceded to BLUE SIDE's partner: 50% to 100% of the "IN" and/or "OUT" portion. (3)depending on whether it is simply a matter of putting the seller and/or buyer in touch with the customer (i.e. 50%) or of taking complete charge of the latter in accordance with the provisions of the (3) (i.e. 100%), based on fees actually received, excluding VAT.

(1) Net sale price of company rights or net sale price of assets excluding wine inventories, dry materials inventories, consumables inventories, crop advances.

(2) The "TECHNICAL AND COMMERCIAL SUPPORT" part covers, in particular and where applicable, the execution and/or scheduling by BLUE SIDE of the following operations: production of teasers and memoranda, digital transposition of the CVI, balance sheet analysis, income statement synthesis, PDO delimitation control, yield audit, vineyard cultural condition and PDO conformity assessment, winery diagnostics, inventory and stock assessment, electrical installation control audit, lifting equipment control audit, occupational health and safety audit, financial, administrative and social audits of social structures, water quality control, conformity control of sanitation and treatment of wine-growing effluents, authorization to operate, structure control, relations with SAFER, customs, administrations, notaries, lawyers, experts, etc.

(3) ENTRÉE" and "SORTIE" cover the services of introduction, management and follow-up of the customer, support from the beginning to the end of the process, active and decisive participation in the negotiations and conclusion of the transaction.

(4) Conditions of inter-cabinet retrocession valid for all professionals holding a real estate and goodwill transaction card or similar, and for all non-delegation mandates.

Article 6 - Personal data protection charter

6.1 General provisions

The following provisions apply to all personal data processing carried out by BLUE SIDE, unless otherwise specified in the specific provisions.

The purpose of this document is to inform you of the way in which BLUE SIDE uses and protects personal data, as well as the reasons why it processes such data.

It applies uniformly to all BLUE SIDE products and services, with the understanding that additional information may be provided, if warranted, as it relates to a particular product or service.

6.2 Legal framework

All personal data processing carried out in connection with the distribution of products and services offered by BLUE SIDE complies with applicable regulations on the protection of personal data.

In the course of its activities, BLUE SIDE is required to process personal data. This data includes that of its employees as well as that of third parties, prospects, customers, partners, suppliers and any other organization in contact with BLUE SIDE. Such processing is carried out in accordance with current legislation, and in particular the provisions of :

• Article L.561-1 et seq. of the French Monetary and Financial Code (CMF),
• Law no. 78-17 of January 6, 1978, as amended, relating to information technology, files and civil liberties,
• The Charter of Fundamental Rights of the European Union, in particular chapter 2,
• EU Convention 108 on the protection of individuals with regard to automatic processing of personal data and its additional protocol,
• General Data Protection Regulation (Regulation EU2016/679 of April 27, 2016) on the protection of individuals with regard to the processing of personal data and on the free movement of such data, referred to as "GDPR".

 6.3 Compliance commitment

BLUE SIDE undertakes to guarantee a high level of protection for the personal data of all persons whose data it processes. In particular, BLUE SIDE undertakes to respect the following principles:

• personal data are processed lawfully, fairly and transparently;
• personal data is collected for specified, explicit and legitimate purposes, and is not further processed in a way incompatible with the original purposes;
• personal data are stored in an adequate and relevant manner and are limited to what is necessary for the purposes for which they are processed;
• personal data are accurate, kept up to date and every reasonable step is taken to ensure that inaccurate data, having regard to the purposes for which they are processed, are erased or rectified without delay;

BLUE SIDE implements appropriate technical and organizational measures in order to :

• respond as quickly as possible and in the best possible conditions to those concerned who wish to exercise their rights;
• guarantee a level of security appropriate to the risks inherent in its processing operations;
• meet regulatory requirements and protect the rights of data subjects;
• offer its employees, customers and partners products and services that respect privacy from the outset and by default.

BLUE SIDE contractually imposes the same level of commitment and protection of personal data on its subcontractors (partners, service providers, suppliers, etc.).

Lastly, BLUE SIDE undertakes to comply with all other principles required by applicable regulations on the protection of personal data, and more specifically concerning the rights conferred on data subjects, the length of time personal data is kept and obligations relating to cross-border transfers of personal data.

6.4 Compliance and data governance at BLUE SIDE

Data governance at BLUE SIDE is organized around General Management.

6.5 Definition

"Site" or "Internet Site": refers to the interactive electronic service published and operated by the Company, accessible at www.blueside.fr, from which it provides access to its Products and Services and to its news.

"User": refers to any individual accessing the Website for strictly personal use.

BLUE SIDE is committed to strict compliance with current legislation concerning the privacy of users of its Website, and has appointed a Data Protection Officer (DPO) for this purpose.

BLUE SIDE has therefore appointed a Data Protection Officer (DPO) with the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés), and, in accordance with current legislation, keeps an up-to-date register of the processing operations carried out, as well as carrying out the formalities relating to the collection and processing of personal data for the website.

6.6 Purpose and nature of data collected

BLUE SIDE, in its capacity as data controller, processes personal data in order to manage its relations with customers and prospective customers. This processing is necessary for the use and management of the various information forms and is based on the Customer's prior consent.

The data collected is intended for BLUE SIDE's departments and, where applicable, its subcontractors and service providers. The subcontractors and service providers in question are subject to an obligation of confidentiality and may only use Customer data in accordance with our contractual provisions and applicable legislation.

The term "Personal Data" refers to all information, whether nominative or not, that directly or indirectly identifies the User.

The term "processing" refers to any operation or set of operations, whether or not carried out using automated processes and applied to personal data or sets of personal data.

6.7 Retention period - Exercise of rights

Personal data may be kept for a period not exceeding 4 years from the last contact with the customer.

You can exercise your rights to access, rectify, delete, limit or object to the processing of your personal data, and request data portability. You can also set up instructions for the storage, deletion and communication of your personal data after your death.

These rights can be exercised by e-mail contact@blueside.fr or by post to the attention of BLUE SIDE - 1500 route des moulins de Paillas - 83580 Gassin, accompanied by a copy of an identity document.

You may also make a complaint to the Commission Nationale de l'Informatique et des Libertés - 3 place de Fontenoy - TSA 80715 - 75334 PARIS Cedex 07.

In addition, if your telephone details have been collected by the data controller, you can register on the "liste d'opposition au démarchage téléphonique" provided for consumers by article L. 223-1 of the French Consumer Code.

6.8 Opposition to cold calling

You can register free of charge on a BLOCTEL (www.bloctel.gouv.fr) in order to no longer be canvassed by telephone by a professional with whom you have no current contractual relationship, in accordance with French consumer law no. 2014-344 of March 17, 2014.

Consumers can subscribe to this list free of charge on the website https://www.bloctel.gouv.fr/.

Article 7 - Applicable law - Jurisdiction - Settlement of disputes - Mediation

These terms and conditions are governed by French law. In the absence of an amicable agreement between the parties, any dispute of any nature whatsoever relating to the application of these terms and conditions and to the use and consultation of the Site must be brought before the competent court.

In the event of a dispute with BLUE SIDE, the client or the beneficiary of the service should first send a written complaint with reasons to : BLUE SIDE - 1500 route des moulins de Paillas - 83580 Gassin.

If the response is not deemed satisfactory or is not communicated within 60 days, and if the Customer is a "consumer" within the meaning of the introductory article of the French Consumer Code, the Customer or the beneficiary of the service is informed that he/she may refer the matter to the consumer mediator appointed by BLUE SIDE, either electronically on the "defenseurdesdroits.fr" website, or by post to the attention of the Délégué du défenseur des droits. Center d'animation de Villeneuve - 63 rue de l'Argentière 83600 Fréjus - Tel: 04 94 51 76 42

In the event of a dispute which has not been resolved amicably and which has been the subject of a written complaint addressed by the consumer customer to the company, you may submit the dispute to the consumer mediator, whose contact details are as follows:
CM2C - 49 rue de Ponthieu - 75008 Paris
Web. www.cm2c.net
E-mail. cm2c@cm2c.net
Tel. 01 89 47 00 14 Monday to Friday, 9:00 am to 12:00 pm and 2:00 pm to 5:00 pm