Professional CGV

GENERAL TERMS AND CONDITIONS OF SALE – PROFESSIONALS

Article 1 - Scope of Application

These general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the company RAXOR PARTS ("The Supplier"), owner of the website www-raxor-parts.com, provides professional Buyers ("The Buyers or the Buyer") who so request, via the website www-raxor-parts.com, by direct contact or via a paper medium, with the following products: new or reconditioned parts for IVECO or other commercial vehicles ("The Products"). They apply without restriction or reservation to all sales concluded by the Supplier, regardless of the clauses that may appear on the Buyer's documents, and in particular its general conditions of purchase. Any order for Products implies, on the part of the Buyer, the acceptance of these General Terms and Conditions of Sale and the general conditions of use of the website www-raxor-parts.com for electronic orders. In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Buyer, by establishing Special Conditions of Sale materialized by a purchase order or a commercial proposal.

Article 2 - Orders – Prices

2-1 Orders:

Online Orders: The Supplier has electronic ordering means allowing the Buyer to order the products. An order is registered under the conditions set out below: In the case of a first order, the Buyer must open a "customer account" and fill out a form specifying certain mandatory fields such as their intra-community VAT number so that their order can be taken into account. Sales on www.raxor-parts.com are reserved for professional customers and not for individuals. Subsequently, and for any new order, the Buyer will identify themselves using their email address (username) and password (which they will be responsible for keeping confidential) by clicking on the "create an account" link. The information provided by the Buyer when opening their customer account or during each of their orders must be complete, accurate, and up-to-date. The main characteristics, properties, and particularities of the Product are presented on the website www-raxor-parts.com (hereinafter "the Site"). The Buyer is required to take note of them before placing any order. The choice and purchase of the Product are therefore their sole responsibility. The Supplier takes the greatest care and accuracy in the presentation and description of the Products offered on the Site (including photographs and graphics) within the limits of the technology, the computer equipment used, and in compliance with the best market standards. It is however possible that non-substantial errors may appear on the Site, which the Buyer acknowledges and accepts. Manufacturer references are given for information purposes only. The difference in perception between the Products and the photographs or graphics presented on the Site does not constitute a non-conformity of the delivered Product. Likewise, variations in the representation of the Products can neither engage the Supplier's liability nor affect the validity of the sale. Once the Product is selected by the Buyer on the Site page, the next page displays the chosen Product, the description, the characteristics, the different delivery methods, and the unit price; the Buyer must then select the quantity before adding the said Product to their basket. In the event that the selected part is unavailable, the Buyer is informed by the mention "available on order". The Buyer can consult their basket by clicking on the "My basket" icon; the page then automatically displays all the selected Products, their quantity, their unit price, and the total price, as well as the shipping costs. On this same page, the Buyer will have the possibility to correct any errors, before definitively validating their order and formally expressing their acceptance by clicking on the "Order" icon. As soon as it is validated, the order is transmitted to the supplier for processing. It can no longer be modified and/or canceled without the prior and express agreement of the Supplier. An order confirmation is automatically sent to the Buyer by email, without delay, to the address provided by the Buyer; upon sending this order confirmation and subject to the collection of the price, the sale will be considered final. The order is considered placed on the date of payment, that is, on the day of receipt of the funds by the Supplier. The deadlines indicated on the Site only run from the date of the order as defined. The availability of a Product may change up to the date of the order as defined above. In the event that, for any reason whatsoever (opposition, refusal from the issuing center, etc.), the debit of the sums due by the Buyer proves impossible, the order cannot be validated by the Supplier and the Buyer will not be delivered. The data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Buyer.

2-2 Prices:

The products are supplied at the Supplier's rates in effect on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer or appearing on the website. All prices are given subject to obvious typographical errors and/or computer bugs. These rates are firm and not revisable during their period of validity, as indicated by the Supplier. These prices are net and exclusive of tax, and exclusive of delivery costs. They do not include transport, or any customs fees and insurance which remain the responsibility of the Buyer.

2-3 Product Availability:

Product offers are valid within the limits of the Supplier's available stocks and those of its suppliers. In the event of an error regarding the availability of the Product, the Supplier will inform the Buyer as soon as possible, indicating a restocking period and offering to issue a credit note for the amount of the HT price of the unavailable Product.

Article 3 - Payment Conditions

3-1

The price is payable in cash, in full on the day the order is placed by the Buyer, according to the following terms:

by credit card,

by bank transfer to the account opened in the name of the Supplier with the CREDIT AGRICOLE Bank: Beneficiary: SASU RAXOR PARTS IBAN: FR 1780 6003 4004 1278 1967 590 - BIC: AGRIFRPP878

3-2 No discount will be granted by the Supplier for early payment.

3-3In the event of late payment beyond the deadline indicated on the invoice, late payment penalties will be applied automatically without any formality or prior notice. The rate of the late payment penalties will be equal to the interest rate applied by the ECB to its most recent refinancing operation plus 10 percentage points, without, however, being less than three times the legal interest rate. In the event of non-compliance with the payment conditions listed above, the Supplier also reserves the right to suspend or cancel the delivery of current orders from the Buyer, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the latter. Finally, a flat-rate indemnity for recovery costs, amounting to 40 euros, will be due, automatically and without prior notification by the Buyer in the event of late payment. The Supplier reserves the right to ask the Buyer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

Article 4 - Retention of Title Clause

The Supplier reserves, until full payment of the price by the Buyer, a right of ownership over the Products sold, allowing it to repossess the said Products. However, the risk of loss and deterioration will be transferred to the Buyer upon delivery of the Products to the carrier. The Buyer therefore undertakes to have the ordered Products insured, at its own expense, for the benefit of the Supplier, by an ad hoc insurance policy, until the complete transfer of ownership and to provide proof of this to the latter upon delivery. Failing this, the Supplier would be entitled to delay delivery until this proof is presented.

Article 5 - Delivery

5-1 Methods:

Delivery is made to all countries of the European Union and internationally, with the exception of metropolitan France, by direct delivery of the Product to the Buyer or to the address indicated by the Buyer on the purchase order. The Buyer undertakes to have provided the Supplier with accurate information on the recipient's contact details. In the event of an error, the Supplier cannot be held responsible for the impossibility of delivering the Products at the desired time and place. Any error requiring a new delivery will be invoiced to the Buyer at the actual cost of the new delivery.

5-2 Delivery Time:

Indicative delivery times are provided when the order is placed. The Supplier will make its best efforts to deliver the ordered Product within the specified times. However, this deadline does not constitute a strict deadline and the Supplier cannot be held liable to the Buyer in the event of a delivery delay. In the event of a delay of more than one (1) month, the Buyer may request the termination of the contract following a formal notice to deliver, sent to the Supplier by registered letter with acknowledgment of receipt and which has remained unsuccessful within a period of fifteen (15) days; this cancellation does not entitle the Buyer to any compensation or penalty, only the amount of the order paid by the Buyer when placing the order will be refunded by the Supplier.

5-3 Reception and Complaints:

a) Complaints relating to transport: The Buyer undertakes to check, at the time of delivery, the number of Products delivered and the absence of any transport damage and to make all reservations with the carrier and to exercise all remedies as soon as possible and at the latest within seven (7) days in accordance with the CMR of 1956 for deliveries made outside French territory, particularly in the event of missing items or apparent defects on the packages. The Buyer must inform the Supplier as soon as possible. Otherwise, the Buyer will be deemed to have received the Products in the quantity ordered and without transport damage. No claim will be admissible in the absence, on the delivery note, of clear and precise reservations in accordance with the legal rules on the part of the Buyer.

b) Complaints relating to the Products: In the event of an apparent defect or non-conformity, any complaint must be sent to the Supplier by registered letter with acknowledgment of receipt within three (3) days of receipt of the Product, to which will be attached all the justifications allowing the alleged defects to be noted, such as photos. Beyond this period, the Products will be deemed to comply in all respects with the order and accepted in their entirety. In the event of an apparent defect of the Product or non-conformity, duly proven by the Buyer, the Supplier undertakes to replace the delivered Products at its own expense. In the event that the replacement of the Product is impossible, a credit note for the HT amount of the Products will be issued to the Buyer and will be deducted from subsequent orders. No return can be made without the prior written consent of the Supplier. The Buyer undertakes to return the Product, object of the complaint, in the best conditions. At its expense, in their original and complete condition, without any trace of assembly, accompanied by a copy of the invoice to the following address: RAXOR PARTS – 26 za de charlemagne- 01380 BAGE LA VILLE. Incomplete, modified, damaged, or spoiled returned Products due to the Buyer's fault will not be compensated by a credit note, nor replaced.

Article 6 - Transfer of Ownership - Transfer of Risks

6-1 Transfer of Ownership:

The transfer of ownership of the Products, to the benefit of the Buyer, will only be realized after full payment of the price by the latter, regardless of the delivery date of said Products.

6-2 Transfer of Risks:

Regardless of the date of transfer of ownership, the transfer of risks is carried out upon the physical delivery of the Product to the first carrier.

Article 7 - Supplier's Liability - Warranty

7-1 Exclusions:

All Products sold by the Supplier comply with the standards applicable in the European Union. The Supplier's liability cannot be engaged, including under legal warranties, in the following cases: disassembly of the parts and products sold outside the workshops selected by the Supplier, storage detrimental to the proper conservation of the Product, negligence, lack of maintenance, normal wear and tear of the Product or accident, Buyer's error resulting from use or installation not in accordance with the manufacturer's specifications, abnormal use of the Product or not in accordance with the use for which it is intended, abnormal use of the vehicle on which the Product was mounted or not in accordance with the use for which it is intended, overhead crane not mounted by an automotive professional on behalf of the Buyer, force majeure as defined below. The Supplier's warranty is, in any case, limited to the replacement of non-compliant or defective Products. The Supplier cannot be held responsible for damages caused during the assembly of the part. The assumption of any indirect and/or immaterial costs and damages is excluded. The application of a warranty by repair or product exchange does not result in the running of a new warranty period.

7-2 Liability related to the operation of the Site:

The Supplier assumes no liability or warranty in the event of malfunctioning of the Internet, particularly in the event of delays in transmissions or any other malfunction. The Supplier cannot guarantee the absence of interception of messages transmitted electronically. The Supplier cannot be held responsible for any temporary or permanent damage caused to the Buyer's computer system or for any loss or damage that may be suffered, particularly as a result of accessing or browsing the Site.

Article 8 - Intellectual Property

The Supplier retains all industrial and intellectual property rights relating to the Products, photos, and technical documentation, which may not be communicated or executed without its written authorization.

Article 9 - Unforeseen Circumstances

These General Terms and Conditions of Sale expressly exclude the legal regime of unforeseen circumstances provided for in Article 1195 of the Civil Code for all sales operations of Products from the Supplier to the Buyer.

Article 10 - Specific Performance

By way of derogation from the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of a breach by either of the Parties of its obligations, the non-breaching Party may not demand specific performance.

Article 11 - Force Majeure

The Parties cannot be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.

Article 12 - Termination of the Contract

In the event of non-compliance by either party with the obligations referred to in the articles of this contract, it may be terminated at the discretion of the injured party. It is expressly understood that this termination for breach by a party of its obligations will take place automatically fifteen (15) days after the sending of a formal notice to perform, which has remained, in whole or in part, without effect. The formal notice must be notified by registered letter with acknowledgment of receipt or by extrajudicial act. This formal notice must mention the intention to apply this clause.

Article 13 - Personal Data

The Supplier, as data controller, implements a processing of personal data for the purpose of managing the commercial relationship with the Buyer. The data collected is essential for this processing and is intended for the relevant departments of the Supplier. In accordance with the Data Protection Act and the GDPR, the Buyer has a right of access, rectification, deletion, opposition, and portability of data concerning them. To exercise these rights, the Buyer may contact the Supplier at the following address: RAXOR PARTS – 26 ZA de Charlemagne - 01380 BAGE LA VILLE.

Article 14 - Disputes

Any dispute relating to the interpretation and/or execution of these general terms and conditions of sale is subject to French law. In the absence of an amicable resolution, the dispute will be brought before the Commercial Court of Bourg-en-Bresse in France.

Article 15 - Language of the Contract - Applicable Law

By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale operations arising therefrom are 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 will be authentic in the event of a dispute.

Article 16 - Buyer's Acceptance

These General Terms and Conditions of Sale are expressly approved and accepted by the Buyer, who declares and acknowledges having a perfect knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, its own general conditions of purchase, which will be unenforceable against the Supplier, even if it has had knowledge of them.