CONDITIONS Générales de vente

This document defines, subject to modifications and/or derogations that 4R CONCEPT and the professional client (hereinafter referred to as the "Client") may agree in writing, the general conditions governing the sale of products by 4R CONCEPT to the Client (hereinafter referred to as the "GTCS"). 4R CONCEPT and the Client are hereinafter referred to individually as the "Party" and collectively as the "Parties".

ARTICLE 1 – DEFINITIONS  
The following terms have the following meanings:
"Specifications" means the document expressing the requirements issued by the Client and based on which 4R CONCEPT designs the Offer.
"Order" means the set of contractual documents which determine the respective obligations of the Parties and consists of the following elements in descending order as follows:

The Order constitutes the entire agreement between the Client and 4R CONCEPT regarding its purpose and replaces all previous written and verbal documents and undertakings with the same purpose. No other document issued by either Party shall be binding on the other Party or apply to the Order, unless otherwise stated in the Order and notwithstanding any reference to the application of the Client's general terms and conditions of purchase. If one or more provisions of the Order are or become null and void, illegal or ineffective for any reason whatsoever, the validity and enforceability of the remaining provisions shall not be affected.
"Deliverables" means the deliverable(s) associated with the Products and defined in the Order, such as but not limited to the 4R CONCEPT warranty charter, the Product manual or instruction manual, the Product maintenance and inspection booklet (where applicable) and all other technical documents associated with the Products and supplied under the Order.
"Services" means the services defined in the Order for the production and/or customisation and supply of Products and associated Deliverables, which 4R CONCEPT undertakes to carry out for the Client as part of the Order.
"Products" means the VUF Bikes products defined in the Order that 4R CONCEPT undertakes to produce and/or supply to the Client, such as but not limited to electrically assisted professional cargo bikes, Triporteurs (three-wheelers), trailers, boxes, platforms, and accessories (especially anti-theft devices, luggage racks, indicators, front containers, rain protection and empty pockets).
"End User" means the natural person who uses the Product acquired from 4R CONCEPT or an Authorised Distributor.
"Authorised Distributor" means the legal entity authorised to the 4R CONCEPT network which acquires a Product from 4R CONCEPT as a retailer or distributor with a view to marketing it to an End User.
"4R CONCEPT" refers to the S.A.S. with a share capital of 14,488 euros, registered in the Bordeaux Trade and Companies Register under no. 808 368 997, whose registered office is located at Zone de Fret, Cidex B01, Entrepôt E, Aéroport de Bordeaux, Mérignac 33700 (France), represented by Mr Thomas CHENUT in his capacity as Chairman.

ARTICLE 2 – ORDER CREATION
2.1. All 4R CONCEPT offers are made in writing, it being understood that 4R CONCEPT cannot be bound by a verbal offer. 4R CONCEPT reserves the right to refuse the Order if it is abnormal, placed in bad faith or for any other legitimate reason, and especially if there is a dispute with the Client concerning the payment of a previous order.
2.2. Unless a derogation is expressly accepted by 4R CONCEPT, the validity period of an Offer is limited to thirty (30) days from its issue date. Beyond this, 4R CONCEPT is entitled to modify the conditions or to refuse the Order.
2.3. 4R CONCEPT is only considered to be bound to the Client if 4R CONCEPT has accepted the Order signed by the Client and once the Client has expressly accepted the Offer.

ARTICLE 3 – AMENDMENTS TO THE ORDER
‍Any amendment to the Order shall only be binding on the other Party if the Parties have signed a written agreement expressly referring to the Order. Once the Order has been accepted by 4R CONCEPT, no total or partial cancellation of the Order by the Client can be considered without the prior written agreement of 4R CONCEPT.

ARTICLE 4 – COMPLETION DEADLINES
4.1. The estimated times for the performance of the Services and/or the supply of the Products and associated Deliverables are expressed in weeks and are specified in the Order. They correspond to the average times taken to prepare and deliver the Products and Deliverables to the Client's delivery address specified in the Order.
4.2. 4R CONCEPT is authorised to deliver Products and Deliverables in whole or in part.
4.3. The deadlines are subject to the Client fulfilling its own obligations, such as paying the contractual instalments, or supplying in good time the documents, information, products, and materials required to fulfil the Order.
4.4. The deadlines are automatically extended ipso jure in case of delay or postponement of delivery which is not directly and exclusively attributable to 4R CONCEPT, such as but not limited to the delay of the supplier(s) or subcontractor(s) of 4R CONCEPT causing the delay or in case of an event of force majeure (as defined in article 13 "Force majeure").
4.5. A delay on the part of 4R CONCEPT is not sufficient to give rise to termination of the Order.

ARTICLE 5 – PRICES AND PAYMENTS
5.1. Price– Unless otherwise stipulated in the Order, the price of the Services is expressed in euros, exclusive of tax and delivery charges. It is firm and non-revisable and is fixed for a carriage-free delivery of the Products and/or Deliverables to the Client's site or to any other location expressly mentioned in the Order. The price mentioned in the Order does not include import customs duties or insurance.
5.2. Unless otherwise stipulated in the Order, the payment schedule for the Order is as follows:

Depending on the Order, 4R CONCEPT may at any time ask the Client to pay one or more additional deposits.
5.3. Down payment and payment requests sent by 4R CONCEPT to the Client are payable at the latest thirty (30) days from the end of the month of the invoice date or of the down payment request, by transfer to 4R CONCEPT's account.
5.4. Payments shall be made without deduction of any kind, and no set-off shall be authorised ipso jure. Under no circumstances may any complaint or claim by the Client have the effect of deferring or suspending payments.
5.5. Any delay in payment will automatically result in the application ipso jure of late payment interest calculated at a rate equal to four (4) times the legal interest rate, from the contractual due date until the date of full and effective payment, without prejudice to any damages to which 4R CONCEPT may be entitled. This late payment interest is payable on receipt of the notice issued by 4R CONCEPT informing the Client that it has been debited.

ARTICLE 6 – THE CLIENT'S OBLIGATIONS
6.1. The Client must provide 4R CONCEPT in good time with any information, samples, and equipment it has or may have, and which are necessary for the proper execution of the Order. Under no circumstances can 4R CONCEPT be blamed for any failure or error, especially in design, integration, or manufacture, which would be the consequence of the absence of information that the Client should have transmitted or of the use of all or part of this information
6.2. When it is necessary to perform Services on the Client's site, the Client undertakes to give 4R CONCEPT access to its site, to provide it with all access authorisations, site regulations, and to inform it of all obligations arising for 4R CONCEPT for the application of regulations concerning the intervention of companies on the site. The Client must provide, at no cost to 4R CONCEPT, all the installations, services, and amenities and all the materials and tools necessary to perform the Services on the Client's site
6.3. The Client acknowledges that he/she has fully understood and assimilated all the terms and conditions of use, storage, care, transport, repair, and maintenance of the Products and all the laws, decrees, orders, regulations and any other rules of law applicable to the possession and/or use of the Products in the territory in question (hereinafter the "Law"). Consequently, the Client irrevocably undertakes to take out and maintain all insurance necessary and/or useful for the possession and/or use that he/she intends to use the Product in accordance with the Law. The Client is solely responsible for continued compliance with the Law and for obtaining all authorisations and other formalities that may be required to hold and use the Products. 4R CONCEPT can in no way and under no circumstances be held responsible in the event of insurance failure on the part of the Client who remains solely responsible for all direct or indirect consequences linked to the possession and/or use of the Products in accordance with the Law.

ARTICLE 7 – DELIVERY AND RECEPTION
‍7.1. Delivery - The estimated date of completion and/or supply of the Products is stated in the Order. 4R CONCEPT must inform the Client of the definitive date of dispatch of the Products and associated Deliverables as soon as possible before their actual delivery. Delivery of the Products and Deliverables gives rise to the issue of a dated delivery note. If the Client does not take delivery of the Products and/or Deliverables on the agreed date, it shall nevertheless be obliged to make the payments provided for in the Order on that date, without prejudice to any additional costs it may incur. 4R CONCEPT therefore reserves the right to suspend any execution of the Order in the event of non-payment in accordance with article 14.1 of the GTCS.  

7.2. Reception 
7.2.1. General conditions  
The Client must complete the acceptance operations for the Products and associated Deliverables within three (3) working days of delivery and formalise its decision to take delivery without reservations, with reservations or to reject them in an Acceptance Report (hereinafter the "AR"). A reservation means any non-conformity with the requirements of the Order.
7.2.2. Acceptance without reservation
‍In the absence of any reservations notified within the period referred to in 7.2.1 above, the Products and associated Deliverables are deemed to have been accepted as compliant and accepted by both Parties.
7.2.3. Acceptance with reservation or rejection

ARTICLE 8 – TRANSFER OF RISK AND OF TITLE
8.1. Transfer of risk
The risks of loss and/or damage relating to the Products and/or associated Deliverables are borne by the Client from the time of their carriage-paid delivery as defined in article 7.1 (Delivery). This transfer has no other legal or de facto consequence on 4R CONCEPT's obligations under the Order.
8.2. Transfer of title  
The physical ownership of the Product and the associated Deliverables, excluding the associated intellectual property, is transferred to the Client upon full payment of the sums due to 4R CONCEPT under the Order.

ARTICLE 9 – WARRANTY
9.1. Services 4R CONCEPT warrants the proper performance of the Services under the terms of the Order, to comply with the applicable certifications and approvals, with good practice and to act as a good professional in the field, and for the Product customisation Services for the first two hundred (200) kilometres travelled by the End User, or failing that, one (1) month from the date of delivery of the Product to the End User
9.2. Products and Deliverables
4R CONCEPT warrants the Products and Deliverables against any lack of conformity to the Order placed by the Client with 4R CONCEPT or an Authorised Distributor on the territory of the European Union and which makes the Product and/or Deliverable unfit for the use for which it is intended.  Consequently, 4R CONCEPT warrants that the parts and components making up the Products are manufactured in accordance with the state of the art, in good workmanship and comply with the Order for the following warranty periods:

No warranty is given to the Client by 4R CONCEPT concerning the indications relating to the Products issued by the manufacturers, importers and/or suppliers of the parts and elements making up the Products, such as but not limited to the quality, power, capacity, measurement, cost, or performance specifications of the Products.

All elements of the Products that are not mentioned in this article 9.2 are expressly excluded from the warranty applicable to the Products.
9.3. Complaints concerning the warranty of Products and Deliverables must be sent by e-mail with acknowledgement of receipt (sav@vufbikes.com) to 4R CONCEPT (at the following address: 4R CONCEPT, Zone de Fret, Cidex B01, Entrepôt E, Aéroport de Bordeaux) or to any repairer authorised by the 4R CONCEPT network (hereinafter referred to as the "Authorised Repairer", an exhaustive list of which may be requested by the Client by sending an e-mail to 4R CONCEPT: sav@vufbikes.com) accompanied by the original receipted invoice or a copy thereof corresponding to the proof of purchase of the Product and subject to the condition precedent of presentation of the Product and the Product's maintenance booklet (if applicable) with a view to establishing an initial diagnosis enabling a determination to be made as to whether the fault falls within the scope of the warranty applicable to the Product.
9.4. The assumption of responsibility for Products and Deliverables under the warranty must be validated by 4R CONCEPT's after-sales service or by the Authorised Repairer expressly authorised by 4R CONCEPT. The cost of sending Products that are the subject of warranty claims shall be borne by the Client, it being understood that no return will be accepted́ postage due or cash on delivery by 4R CONCEPT.
9.5. Under the warranty, the defective part or component of the Product will be, at 4R CONCEPT's choice, repaired or replaced by a reconditioned or new element which will be identical or corresponding to the defective part or component replaced. The Client may under no circumstances claim a total or partial refund of the defective Product or a replacement by a new Product when 4R CONCEPT or the Authorised Repairer is able to repair the defect observed. Repair does not extend the warranty period for the defective part or component of the Product.   If the replacement of a component or part of the Product by another similar one results in the replacement of certain parts due to compatibility problems, 4R CONCEPT undertakes tò deliver the compatible parts at its expense and as soon as possible.
9.6. The warranties applicable to the Products are expressly excluded in the following cases:

9.7. The above stipulations define all 4R CONCEPT's obligations under the warranty. Any other warranty and/or remedy not expressly provided for, of whatever nature, is expressly excluded.

ARTICLE 10 – LIABILITY
10.1. 4R CONCEPT, its contractors, subcontractors, suppliers and their respective employees and insurers cannot be held liable for indirect, immaterial and/or special damages, whatever the time, origin, or cause of the damages, such as loss of profit, loss of production, loss of earnings, damage to brand image, caused to the Client and/or to third parties.
10.2. The total and cumulative amount of compensation owed by 4R CONCEPT for material damage caused to the Client during or because of the execution of the Order may not exceed the amount, excluding VAT, of the sums received by 4R CONCEPT for the Product concerned.
10.3. The Client, its contractors, and their respective insurers, for whom it is responsible, waive recourse, hold harmless and must indemnify 4R CONCEPT, its contractors, and their respective insurers for any claim made by third parties, over and above the exclusions and limits of liability set out above in articles 10.1 and 10.2.

ARTICLE 11 – CONFIDENTIALITY
11.1. In the absence of any stipulation to the contrary in the Order or of prior written authorisation from the Parties, the Parties agree that the terms of the Order and any other information originating from the other Party shall be considered as confidential and, as such, undertake not to communicate or disclose them to third parties, in whole or in part, in any form whatsoever, nor to make any adaptation, modification, exploitation, transfer, copy, extract, reproduction, or any form of duplication, without the prior written consent of the Party holding such information, for any purpose other than the performance of the Order.
11.2. The Parties undertake not to communicate any of the other Party's confidential information to any members of their staff other than those whose involvement is strictly necessary for the performance of the Order and/or the use of the Products or Deliverables, and to ensure that the said members of their staff, for whom they act as warrantors, comply with their obligations under the Order.
11.3. The Parties undertake, at the simple request of the other Party, to return without delay or on any date or event defined in the Order, all confidential information transmitted by the other Party in connection with the performance of the Order.
11.4. Under no circumstances may the Order be considered or interpreted, expressly or implicitly, as conferring on the Parties any right of ownership over the other Party's confidential information, or any right to use said information. Consequently, the Parties shall refrain from claiming any right whatsoever to the confidential information of the other Party and from filing any application for intellectual property rights relating to the said information.
11.5. The confidentiality obligations set out in this article 11 shall apply for the duration of the Order and shall continue for a period of five (5) years from the end or termination of the Order.

ARTICLE 12 –  INTELLECTUAL PROPERTY
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12.1. The acquisition of the Products and associated Deliverables does not confer any right to the Client on the trademarks, logos, visuals, and distinctive signs of 4R CONCEPT (hereinafter referred to as the "Distinctive Signs") affixed to the Products. The production by the Client of any advertising message or promotional operation including the Distinctive Signs affixed to the Products produced and/or supplied by 4R CONCEPT is subject to the prior written authorisation of 4R CONCEPT. If 4R CONCEPT authorises the Client to use the Distinctive Signs, the Client undertakes to do so strictly within the limits of the project for which this authorisation was granted and to scrupulously comply with 4R CONCEPT's instructions and all instructions for use. The Distinctive Signs and elements of intellectual or industrial property incorporated in, marked on, or fixed to the Products, their packaging or associated Deliverables by 4R CONCEPT must not be removed, modified, or erased by the Client.
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12.2. The Order does not entail any transfer of intellectual property rights associated with the Products and Deliverables. 4R CONCEPT retains all the intellectual property rights associated with the Products and Deliverables, with no right for the Client other than to use the associated Products and Deliverables and with no right of reproduction, representation, adaptation, modification, or reverse engineering, except for the needs strictly necessary for the proper functioning and/or use of the Products and/or Deliverables. The Client also undertakes not to file any application for industrial property rights relating to the Products and/or Deliverables

ARTICLE 13 – FORCE MAJEURE

13.1. Neither of the Parties may be considered to be in breach of its contractual obligations insofar as this breach is due to an event beyond its control and which it cannot reasonably avoid or overcome in whole or in part, as well as in the case of natural disasters, bad weather, fire, strikes (including work stoppages occurring in the premises of 4R CONCEPT or its subcontractors or suppliers), sabotage, embargo or worsening of an embargo, interruptions or delays in transport or means of communication, acts or regulations emanating from public, civil or military authorities (including delays in obtaining authorisation or permits of any kind), computer hacking, epidemics, pandemics, war, actions or failures by a subcontractor or supplier involving the postponement of delivery.

13.2. As soon as it is aware of it, the Party which invokes force majeure as the cause of a default in the performance of a contractual obligation must notify the other Party in writing, and the performance periods provided for are automatically extended ipso jure by the duration of the event.

ARTICLE 14 – SUSPENSION AND TERMINATION

14.1. 4R CONCEPT is entitled to suspend the execution of the Order in the event of non-payment by the Client on any due date, by notification by registered letter with acknowledgement of receipt, until the unpaid invoice has been settled and the Order execution deadlines are automatically extended ipso jure by the duration of the Client's delay in making payment, without prejudice to any late payment penalties in accordance with article 5.5, the payment itself being increased by the costs incurred as a result of the suspension. If 4R CONCEPT declares the suspension by application of the present article, it cannot be considered as a suspension due to 4R CONCEPT and must not give rise to compensation to the Client.

14.2. In the event of a serious breach by one of the Parties of one of its substantial obligations, the other Party is entitled to give formal notice, by registered letter with acknowledgement of receipt, to the defaulting Party to remedy the said breach. If, thirty (30) days after such notification, the defaulting Party has not undertaken to remedy the breach effectively, the other Party shall be entitled to terminate the Order by registered letter with acknowledgement of receipt. Termination is effective ipso jure as of right fifteen (15) days after dispatch of the registered letter referred to above, without prejudice to any damages that the other Party may be entitled to claim because of the defaulting Party.   Insofar as 4R CONCEPT is the defaulting Party, the termination of the Order entails the reimbursement by 4R CONCEPT of the deposit(s) paid by the Client.

14.3. It is expressly agreed that neither Party shall be entitled to terminate the Order in whole or in part for any reason whatsoever, other than the default of the other Party under Article 14.2.

14.4. Clauses 9 (Warranty), 10 (Liability), 11 (Confidentiality), 12 (Intellectual Property), and 17 (Dispute Resolution) shall survive the completion or termination of the Order for their respective durations.

ARTICLE 15 – ASSIGNMENT AND SUBCONTRACTING
‍4R CONCEPT reserves the right to entrust third parties with the performance of all or part of the Order, subject to maintaining its commitment to the proper performance of the Services

ARTICLE 16 – PROTECTION OF PERSONAL DATA
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16.1. In the context of their contractual relationship, the Parties undertake to comply with the regulations applicable to the processing of personal data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable as of May 25, 2018, (hereinafter the "GDPR") and Law No. 2018-493 of June 20, 2018, known as "Data Protection Act". Personal data means any information relating to a natural person who is directly or indirectly identified or identifiable (hereinafter referred to as the "Data").

16.2. 4R CONCEPT is responsible for processing the Data associated with the Client within the meaning of the GDPR. As such, 4R CONCEPT undertakes to take all necessary measures to:

ARTICLE 17 – APPLICABLE LAW AND DISPUTE RESOLUTION
17.1. The law applicable to the GTCS is French law.

17.2. In the event of any dispute relating especially to the validity, interpretation and performance of the Order, the Parties shall attempt to find an amicable solution. Failing an amicable settlement within a period of forty (45) days from notification by the requesting Party to the other Party, the dispute shall fall within the exclusive jurisdiction of the Commercial Court of Bordeaux (France), including summary proceedings and other emergency measures