General Terms and Conditions of Sale - GTCS

Article 1: General Provisions

a) Definition

These general terms and conditions of sale (GTCS) apply to purchases made by professionals whose activity is the mobility of 2-wheel, 3-wheel, and 4-wheel utility vehicles.

b) Communication Methods

The placing of an order by the Client implies full and complete acceptance of these general terms and conditions of sale. They constitute the only conditions to which P2R commits in the contractual relationship with the Client and prevail over the Client's general terms of purchase that may be contrary. P2R reserves the right to stipulate specific conditions to these set out in price agreements, quotes, or commercial offers.

Article 2: Supplier's Responsibility and Guarantees

The client certifies being aware of the risks associated with the use on public roads of certain products reserved for tuning competitions or private grounds such as: lighting, signaling, rearview mirrors, etc. These products are marked with a double asterisk (**). Our clients undertake to inform the consumer.

The company P2R cannot be held responsible for non-compliance with the use of parts outside the framework of the provisions provided by French law (Highway Code, products diverted from their use or modified, mixture of products leading to the non-compliance of the vehicle, etc.).

P2R guarantees the client the products against all manufacturing defects.

This guarantee is limited solely to the repair or exchange, if necessary, of products recognized as defective, excluding any other liability such as repair of indirect or intangible damages (loss of operation, loss of earnings, etc.). The return costs of defective products are the responsibility of the client. No guarantee applies to our products in case of normal wear and tear, negligence, defective assembly, improper use, or use not in accordance with the initial purpose.

Article 3: Orders

All orders are deemed firm and final as of the acceptance of the price offer by the client. Photos are non-contractual; in no case can a photo error lead to the cancellation of an order.

All orders shipped directly or taken by our sales representatives or telemarketers are subject to acceptance by our company.

Orders with a value of less than or equal to 50,00 € excl. VAT will be increased by 5,00 € excl. VAT for processing fees.

In the event of circumstances likely to increase the risk of the client's insolvency, P2R reserves the right, even during the execution of orders, to require a guarantee for the proper execution of commitments, with refusal authorizing the cancellation of all or part of the orders. In case of cancellation, the client must fulfill its payment obligation unless there is a contrary regulatory provision or express agreement on the part of P2R.

Article 4: Prices

Our rates are in euros net of taxes from our premises. The applicable VAT will be that in force on the day of the performance of the service.

The prices of the goods sold are those in force at the time of the order.

Our prices may be revised downwards during promotional periods of which the client(s) will be informed.

Our rates may vary without notice according to increases from our suppliers, increases in transport costs, variations in raw material costs, and exchange rate fluctuations.

In the event that the selling price of a product to be delivered is sold at a loss on the day of delivery due to increases attributable to our suppliers, transport costs, raw materials, or exchange rate fluctuations, the company P2R will cancel the remainder.

The client will be invited to place a new order at the new price.

Transport costs are billed separately, except for special conditions. However, our shipments will be carriage paid for a minimum order amount of 200,00 € excl. VAT in mainland France and valid only on products deliverable on the day of the order. Carriage paid is valid only if the remaining products are kept. For all deliveries outside French territory, the carriage paid is defined at the time of the opening of the client account according to its country of origin and its delivery postal code. Transport costs are billed after packaging of the order according to its volume and weight.

Article 5: Payment

a) Methods

Unless otherwise agreed in writing between the client and the company P2R, payment for the products is made at the registered office of the company P2R, according to the following methods:

• Payment for the first order will be made by credit card or bank transfer before the order is shipped.
• After acceptance of your file, payment will be made by credit card or bank transfer or direct debit or LCR accepted at thirty (30) days from the invoice date. Acceptance within the limit of the authorized credit, in case of exceeding, we reserve the right to require payment before shipment for this excess.
• The Company does not accept payment by check under any circumstances.
• Monthly invoices of 100,00 € excl. VAT or less will be increased by 10,00 € excl. VAT for administrative fees.
• Invoices are sent by email to clients.

b) Advance Payment

In the event that the commercial information obtained by the company P2R reveals insufficient solvency of the client and/or the client provides false information to the company P2R, particularly concerning its reputation, solvency, legal or commercial structure, the company P2R reserves the right to request immediate payment from the client for each order. In case of refusal by the client, without any guarantee being offered to the company P2R, the latter reserves the right to refuse the client's order(s) without the client being entitled to any compensation.

Immediate payment or payment before shipment does not entitle the client to any discount.

c) Payment Defaults

Any delay in payment at the due date automatically and without prior notice results in:

• the suspension of any ongoing order and the cessation of deliveries.
• the immediate due date of all invoices not yet due.
• the loss of all reductions, regardless of their nature, name, and method of calculation, which can only be acquired within the framework of compliance with payment terms.
• the application of a penalty equal to one and a half times the legal interest rate on the due date (article L 441-6 of the CC), calculated pro rata temporis and on a daily basis, from the due date (payment date on the invoice) until the effective full payment of the price without any prior formality on the part of P2R.
• an indemnity equivalent to the application of an interest rate equal to the ECB refinancing rate increased by 10 points.
• the immediate return of the goods, without prejudice to all damages and interests, at the risk and expense of the client (including transport, revision, and repair costs).

The client must, in all the above cases, reimburse the costs incurred for the recovery of the sums due, including the fees of judicial officers, all advisors, or debt collection professionals. In addition to late payment penalties, any amount, including the deposit, not paid on its due date will automatically result in the payment of a flat-rate indemnity of 40 euros per invoice due for collection costs.

In the event of a returned payment due to insufficient funds in the accounts or for any other reason for rejection, P2R will invoice the client for the full amount of the rejection fees charged by the bank to the company P2R.

Article 6: Deliveries: Transfer of Risks Upon Departure

a)

Delivery times are provided by P2R for informational purposes only. Consequently, any delays do not authorize the client to cancel the sale, refuse the goods, or claim damages and interests or any late penalty.

b)

Furthermore, all delivery times will be automatically suspended in the event of force majeure or unforeseeable circumstances such as war, riot, fire, natural disasters, health crisis, supply impossibility, total or partial strikes hindering the proper functioning of the supplier's company or those of its suppliers, subcontractors, or transporters, health problems, as well as the interruption of transport, energy supply, raw materials, or spare parts. Each party will promptly inform its partner of a force majeure event of which it has knowledge and which, in its opinion, is likely to affect the execution of the contract.

c)

The risk of transport is entirely borne by the buyer. Upon delivery, the client must inspect the delivered goods. In case of damage or shortage, in accordance with article L133-3 and following of the CC:

• the client must make reservations on the delivery note and the transport document.
• the client must notify the carrier by registered letter with acknowledgment of receipt of its reasoned protest, within 3 days (excluding holidays) following the receipt of the products.

After this period, no reservation or contestation will be accepted.

The client must allow the supplier all facilities to ascertain these defects and carry out the necessary verifications. In the event that the supplier's responsibility is demonstrated and established in a contradictory manner, the supplier must, at its own expense, reimburse the said goods, excluding the repair of any other damage. In case of disagreement between the parties on the origin, cause, and attribution of the defects, an expert may be appointed.

Article 7: Returns of Goods

a) Returns of New Parts

New parts delivered without apparent defect or hidden defect are not taken back. If the item has been damaged by the client, the product will be refused.

If the error is not attributable to the company P2R, any unjustified request will be refused. If we are required to take back certain parts without error on our part, return fees of 9,90 € excl. VAT will be charged to the client. All special order parts are neither taken back nor exchanged.

Requests for parts with a price of less than 15,00 € excl. VAT are refused, as well as requests for products delivered more than 3 months ago.

In the event that the product is non-compliant with the sale and the error is attributable to the company P2R, you must submit your claim within 15 working days after receipt of the goods on our website in the MES RECLAMATIONS section. This request will be subject to acceptance before the return of the goods.

b) Returns of Defective Parts (Warranty)

Each return must obligatorily be the subject of a request on our website in the MES RECLAMATIONS section.

It is the responsibility of the client to provide all justifications regarding the reality of the hidden defect or defect found. This request will be subject to acceptance before the return of the goods.

In the event of a modification of the sold goods, no contestation will be accepted by P2R, and the return and processing fees of the claim will be at the client's expense.

If the defect is characterized, P2R undertakes to repair or replace it.

Article 8: Retention of Title

It is expressly agreed that the products sold remain the property of P2R until full payment of their price in principal and accessory costs, in accordance with article 2367 of the Civil Code. The signature of the receipt of the goods constitutes acceptance of these GTCS.

In the event of non-compliance with the client's contractual obligations and/or non-payment of the sale price, P2R will assert its right of ownership and proceed to the recovery of the goods from the client.

In the event of seizure-execution or any intervention by a third party on the products, as well as in the event of the opening of collective proceedings against the client, P2R reserves the right to claim the sold and unpaid goods.

Article 9: Exchange of Computerized Data

The company P2R may engage in computerized data exchanges with its clients. These exchanges are exclusively reserved for users duly validated by the company P2R.

The computerized data communicated by P2R is intended for strictly professional use by the recipient client.

The data communicated by P2R may under no circumstances be used for purposes other than those for which it was exchanged.

The client formally undertakes not to disclose, transmit, assign, or share, in any way, all or part of the data thus received to unauthorized third parties.

By accepting to receive data from P2R, the client acknowledges and accepts the obligations of confidentiality and data protection that result from it. Any violation of these obligations, particularly in the event of unauthorized communication or use of the data, will result in legal action by P2R, with a claim for damages and interest for misappropriation of information and harm suffered.

The company P2R reserves the right to terminate any data exchange with a client who does not comply with these provisions. The client is informed that P2R may conduct regular checks to ensure compliance with these rules and reserves the right to demand an account from the client in the event of a proven breach.

The client is solely responsible for the use it makes of the data exchanged with P2R. Under no circumstances can P2R be held responsible for any abusive or fraudulent use of the data by the client or by third parties who have had access to the data due to a fault attributable to the client.

Article 10: Personal Data Protection

P2R collects personal data in the context of the marketing of its products and services. The personal data collected is exclusively processed within the framework of the commercial relationship between P2R and the client. These data are collected in accordance with the conditions set by the applicable GDPR regulations. P2R has implemented all procedures for the protection and retention of this information (security, retention period, archiving procedure, anonymization procedure, etc.).

All collected data has been inventoried and listed and is perfectly protected (protected and secure network and backup). All employees who have access to this data are subject to the strictest confidentiality.

Clients have the right to access the collected data (right to information, right to consultation, right to modification, right to erasure, right to be forgotten). The client can exercise their rights by sending a letter to P2R. In the event of disclosure, loss, or theft of data, P2R has implemented a procedure to inform the affected individuals.

Article 11: Intellectual Property

These general terms and conditions of sale do not entail any transfer to the benefit of the Client of any intellectual and/or industrial property rights belonging to P2R on its name, on its products, or on the associated documentation. Any unauthorized use may result in both civil and criminal liability of the Client.

The Client is notably informed that P2R holds intellectual property rights over its product sheets and is consequently the only entity authorized to take any action on them. Any communication to a third party of all or part of the content of these product sheets without the authorization of P2R is prohibited.

Article 12: Law of the Contract - Dispute Resolution

These general terms and conditions of sale are governed and interpreted exclusively by French law. If these conditions are translated into a foreign language, only the French version is enforceable against the parties.

The non-application of one of the clauses of the GTCS, permanently or temporarily, cannot in any case be considered as a waiver of its rights and cannot affect the validity of these GTCS in whole or in part.

All supplier-client disputes, existing or future, will be under the exclusive jurisdiction of the Commercial Court of Nantes, even in the case of multiple instances or parties, guarantee claims, or summary proceedings.