Wine Law

WINE SALE 379 4. THE SALE CONTRACT The first aspect to take care of when concluding the contract is the exact identification of the parties 12 , which are represented by the following elements: a) the exact name of the foreign company; b) the registered office; c) the operational headquarters; d) tax data; e) the registration in the commercial register; and f) the type of enterprise (individual, company, type of company). This information allows inquiries to be made to know, for example, if the counterparty is solvent, but also the competent jurisdiction (which is not that of the operational headquarters, but that of the registered office, with important consequences if the reference context is no longer the community one). Moreover, it should be remembered that the persons who carry out the negotiations are not always the same who stipulate the contract, and this could, in simple verbal transactions, generate confusion among the persons obliged by the contract. Another important aspect is represented by the definition of the quality of the goods sold and the relative guarantee since, although there is an international standard that regulates this case, its generic nature risks leading to disputes. The reference is to Article 35 of the United Nations Convention on the International Sale of Goods, the so-called Vienna Convention 13 . The complex legislation on labelling generally imposed by various countries 14 should also be remembered. To avoid costs and risks, it would be essential to establish in the contract that the importer is the one responsible for providing the exact information about it. Furthermore, once labelled, the bottles cannot be sold in other countries (except for expensive operations). The contractual clauses may also include a deadline for the possible notification of the wine’s defect, as well as the requirements for said notification (for example, the written form). It is also possible to provide for certain remedies to be taken by the seller in case of defectiveness (i.e. the replacement of the goods or price reduction) and to provide for an exemption from liability of the seller if the buyer (or who has relations with the latter) has not fulfilled certain obligations (storage of the wine under particular conditions of temperature, humidity and light). 12 Most of the time, the business correspondence does not report the complete data of the parties. 13 United Nation Convention on Contracts for the International Sale of Goods (Vienna, 1980). 14 On the specific profile of international sale of wine, see D. Saluzzo, Applicable law to transnational wine transaction, in O. M. C ALLIANO (edited by) E-Wine. Aspetti gius-economici della ocmunicazione e distribuzione del vino online , Torino, 2018.