Allgemeine Verkaufsbedingungen

GENERAL TERMS AND CONDITIONS OF SALE

1. INTRODUCTION

Arcure is a company incorporated under the Laws of France as a joint stock company (société anonyme – S.A.), with a share capital of 582 524.90 euros and its registered office located at 108 avenue Roger Salengro – 91600 SAVIGNY-SUR-ORGE, France; the company is registered under the number 519 060 131 with the Trade and Companies Register of Bobigny.

Arcure is a company that offers complete solutions for safety and productivity management systems for mobile machinery (such as pedestrian and vehicle detection systems, etc.) and various associated services, including tools designed to improve the safety and productivity of the personnel of industrial sites (hereinafter the „Products„). The Products are based on an alarm system, which in no way reduces the liability of the driver and their employer in the event of a collision; the detection system offered by the Products is designed to be used as a complement to the safety practices already deployed. The Products are not designed to detect small objects. As with any detection system, it is always possible that an object or a pedestrian may not be detected. Thus, the supervision and control of the vehicle as well as operational safety remain the responsibility of the driver and the authorities responsible for the organisation of safety.

2. PURPOSE, SCOPE OF APPLICATION AND ENFORCEABILITY

2.1. Any Product order issued to Arcure (hereinafter the „Seller„) implies acceptance without reserve by the Purchaser (hereinafter the „Purchaser„) and its agreement to be fully and entirely bound by these general terms and conditions of sale (hereinafter the „General Terms and Conditions of Sale„).

2.2. Any document other than these General Terms and Conditions of Sale, including catalogues, prospectus, advertising and notices, are only for information and indicative purposes and shall have no contractual value.

2.3. Within the meaning of Article L. 441-1 of the French Commercial Code, the General Terms and Conditions of Sale shall constitute the basis for the commercial negotiations and are systematically sent or handed over to each Purchaser to enable it to issue an order. They shall prevail over all other documents of the Purchaser, and in particular over its conditions of purchase unless such conditions have been formally accepted in writing by the Seller. Any terms and conditions, which are conflicting with this General Terms and Conditions of Sale, claimed by the Purchaser against the Seller shall, in the absence of explicit acceptance, be unenforceable against the Seller no matter at what time it may have been informed thereof.

2.4. If, at a given time, the Seller does not exercise a right given by any of the provisions of the General Terms and Conditions of Sale, this shall not be interpreted by the Purchaser as a waiver by the Purchaser of its right to exercise such right at any later time.

2.5. The applicable documents by decreasing order of priority shall be: (i) the acknowledgement of receipt of the order, (ii) these general terms and conditions of sale, (iii) the BLAXTAIR® user manual and (iv) the Purchaser’s order.

3. ORDERS AND MODIFICATION OF ORDERS

3.1. To be effective, an order shall include, among other things, the specifications for the quantity, brand, type and references of the Products sold, as well as the price agreed, the payment terms, and the place and date of delivery or loading. Orders must be confirmed in writing, by means of an order form duly signed by the Purchaser accompanied by the advance payment specified hereinafter.

3.2. Orders shall only be effective upon the payment of an advance payment equal to forty percent (40 %) of the amount exclusive of taxes (V.A.T.) and shall be subject to explicit acceptance by the Seller by means of an acknowledgement of receipt of the order. Without prejudice to the right of withdrawal set forth in Article L.221-3 of the French Consumer Code if applicable, Orders submitted to the Seller shall be irrevocable by the Purchaser, unless the Seller has agreed otherwise in writing. Unless agreed otherwise, the confirmation of the order shall be deemed acceptance by the Purchaser of these General Terms and Conditions of Sale, acknowledgement that the Purchaser has been fully informed thereof and waiver of the Purchaser’s conditions of purchase or of any other provision that has not been explicitly accepted by the Seller.

3.3. Any applicable modifications requested by the Purchaser shall only be taken into account by the Seller, at its sole discretion, to the extent possible for the Seller, if notice of such modifications has been submitted in writing. In any case, modifications can only be agreed if they have been notified to the Seller at least fifteen (15) days prior to the scheduled delivery date, after signature by the Purchaser of a specific new order form and any applicable adjustment to the price.

3.4. In the event of the cancellation of an order by the Purchaser after acceptance by the Seller, or in the event of a rejection of modification of the order by the Seller for any reason whatsoever, the advance payment paid on the order as specified in Article 3.2, shall be deemed to have been fully acquired by the Seller and shall not be reimbursed. If the Seller has accepted the Purchaser’s order without the Purchaser having paid the advance payment provided for in Article 3.2, in the event of cancellation of the order by the Purchaser, the latter shall pay a penalty to the Seller equal to forty percent (40%) of the amount of the order.

3.5. If Purchaser cancels the Installation (as defined in Section 5) of the Product less than forty-eight (48) hours prior to the date scheduled for the intervention, the price of the Installation shall be due to Seller in full. If the vehicle on which the Product is or is to be installed is not made available on the day scheduled for the intervention, the price of the Installation and travel will be due to the Seller in full.

4. DELIVERIES

4.1. The Products purchased by Purchaser will be delivered on the date mentioned on the acknowledgement of receipt of the order duly signed and returned by Purchaser, which is generally thirty (30) days after payment of the forty percent (40%) advance payment. The delivery shall be made in accordance with the Incoterm „Ex Works“ (EXW) (Incoterm 2020). However, at the request of the Purchaser, the Seller may proceed, at the Purchaser’s expenses, to the delivery of the Products to the address indicated by the Purchaser in the order, provided however that the Products are in any case shipped on behalf of the Purchaser and at it’s risks, who is responsible for subscribing insurance to cover any risks associated with transport.

4.2. The delivery date referenced in the acknowledgement of receipt of the order is purely indicative and shall in no event be deemed to constitute a mandatory date. Non-compliance by the Seller with the delivery date referenced in the acknowledgement of receipt shall in no event give rise to the payment of compensations nor damages and/or a penalty for delay, nor provide a right to rescind the sale. In particular, no penalty may be invoiced or deducted from future payments as a consequence of a delay in delivery or a non-compliant or partial delivery, whatever the cause, the extent and the consequences thereof.

4.3. The Seller may make partial deliveries of the Products ordered. 

4.4. Delivery may take place at any other location designated by the Purchaser, at the exclusive expense of the Purchaser, provided that the Purchaser has so notified the Seller five (5) days prior to the date of delivery as stipulated in the acknowledgement of receipt of the order. Likewise, in the event of a specific request from the Purchaser with respect to the packing or shipping instructions for the Products ordered that has been duly accepted in writing by the Seller, the costs related thereto shall be the subject of a specific additional invoice.

4.5. If the Purchaser refuses to accept the Products ordered, the Purchaser shall be required to reimburse the Seller for the cost of making them available. The same shall apply in the event of the impossibility of delivering the Products to the Purchaser’s carrier

5. INSTALLATION

5.1. If the Purchaser requests the installation service including the configuration and intervention of the Seller’s technicians (hereinafter the „Installation„), the Purchaser undertakes to: (a) make available to the Seller or to the company appointed by the Seller, the vehicle on which each of the Products must be installed for a period of seven (7) hours up to three (3) consecutive business days depending on the model of the Product to be installed; (b) provide the vehicle on which the Product are to be installed in a location protected from the weather, with flooring and an electrical power outlet (220 V / 50 MHz), as well as lighting that complies with the minimum standards imposed by the employment regulations.

5.2. The issuance of the order by the Purchaser to the Seller for Installation services on one of its vehicles, shall be deemed authorisation for the Seller to proceed with the mechanical and electrical adaptions required for such Installation in accordance with the procedures and techniques selected by the Seller.

5.3. When the Product has been shipped to the Purchaser prior to the Installation, it shall be the Purchaser’s responsibility to deliver it to the Seller’s fitter or the fitter hired by the Seller as of the date and time agreed for the Installation.

5.4. In the event the Purchaser breaches any of the terms set forth in Articles 5.1 to 5.3, the Purchaser shall be liable for the operational and financial consequences of any delay and non-compliance in the installation.

6. TRANSFER OF RISKS – OWNERSHIP TRANSFER

6.1. The transfer of risks to the Purchaser shall take place when the Products leave the Seller’s factory, or if applicable, when they are handed over to the carrier in accordance with Article 4.1. The transfer of title to the Products to the benefit of the Purchaser shall only occur after payment in full of the price by the latter, whatever the date of delivery of such Products.

7. PRICES

7.1. The Products shall be supplied pursuant to the rates in force as of the date of issuance of the order and, if applicable, in the specific commercial proposal submitted to the Purchaser. Such prices shall be net and are set forth excluding taxes, on an ex-works basis. They do not include the cost of shipping, nor any applicable custom duties and insurance which shall be payable by the Purchaser.

7.2. The Seller reserves the right to modify its rates at any time. 

7.3. No discount shall be offered by the Seller for payment in cash, nor payment prior to the applicable due date, nor payment upon presentation of the invoice issued. The prices shall be payable in accordance with the schedule indicated on the invoice. The price list includes the discounts and rebates that the Seller is prepared to grant in accordance with the quantities of Products purchased or, if applicable, the provision of certain services by the Purchaser, as defined in the acknowledgement of receipt of the order.

7.4. In the event of delay in the availability of the vehicle(s) on which the Product(s) must be installed under the conditions described in Article 5, or in the event of total unavailability of the vehicle for the Installation of the Product(s), an additional charge will be charged to the Purchaser as follows:

• Each additional hour will be charged at the rate of ninety euros (90 €) exclusive of taxes, starting from the first (1^st) effective hour of waiting not imputable to the Seller;
• Each additional night will be charged at the rate of three hundred euros (300 €) exclusive of tax, starting from the first (1^st) effective night of waiting not imputable to the Seller.

7.5. If the Purchaser wishes to test the Product before purchasing it, the Seller may grant him a free loan of the Product for a period of four (4) weeks. If at the end of this period, the Purchaser wishes to purchase the Product, the Product initially loaned will be fully charged to the Purchaser. If the Purchaser does not wish to purchase the Product, the Purchaser shall return the Product to the Seller at its own expenses in the same condition as it was when received by the Purchaser. Otherwise, the cost of repairing the Product will be charged to the Purchaser.

8. PAYMENT PROCEDURES AND LATE PAYMENTS

8.1. Invoices are payable as of the due date set forth on the invoice, i.e. thirty (30) days after the date of the invoice. Payment shall be made by electronic bank transfer to the Seller’s account indicated on the invoice or subsequently. Payment shall be deemed to have occurred when the sum is irrevocably credited to our account.

 8.2. Any delay in payment shall entitle the Seller to immediately suspend all orders and deliveries in progress and to unilaterally modify the terms of payment previously agreed to, if any, with the Purchaser, including by requiring, prior to delivery of any new order from the Purchaser, payment in cash of the amount of the order, or the delivery of a payment guarantee for the full amount, without prejudice to any other course of action provided for herein or by law.

8.3. Any delay in payment, as well as any partial payment as of a due date, shall result in the application of late payment interest equal to the interest rate applied by the European Central Bank in its most recent refinancing operation, as defined in accordance with Article L. 441-10 II of the French Commercial Code, plus ten (10) points calculated on the amount including VAT of the invoice concerned. In addition, a fixed indemnity for recovery costs in the amount of forty euros (40 €) per invoice shall be automatically due by the Purchaser. In the event that the collection costs actually incurred by the Seller exceed this fixed amount, the Seller reserves the right to request additional compensation, upon justification.

8.4. Such late payment interests shall be automatically acquired by the Seller, without further formality, or prior notice, and without prejudice to any action that the Seller may bring against the Purchaser. According to Article L.441-10 II of the French Commercial Code, such late payment interest shall be automatically due from the day after the date of payment mentioned in the invoice.

9. TERMINATION CLAUSE

9.1. If, within fifteen (15) days of the late payment as defined in Article 8, the Purchaser has not paid the remaining due sum, the Seller may terminate the sale by registered letter with acknowledgement of receipt sent to the Purchaser.

9.2. In the event of termination of the sale pursuant to the terms of this Article:

• The Seller shall be entitled to retain any sum already paid, without prejudice to any additional damages that it may claim;
• The Products sold subject to a reservation of title as well as all of the media and documentation delivered by the Seller shall be returned without delay by the Purchaser, at the latter’s exclusive risk and expense;
• The Seller may, at its sole discretion, terminate all other orders from the Purchaser, whether such orders have been delivered or are in the process of delivery.

10. RESERVATION OF TITLE

10.1. Transfer of title to the Products shall be suspended until payment in full of the price thereof, including any ancillary items, by the Purchaser, even in the event additional time for payment has been granted. Any clause to the contrary, including any clause inserted in the general terms and conditions of purchase of the Purchaser shall be deemed inapplicable in accordance with article L.621-122 of the French Commercial Code.

10.2. In the event of non-payment and unless the Seller requests full and complete performance of the sale, the Seller shall reserve the right to terminate the sale by sending a notice of default and to demand return of the delivered Product, the costs of the return of the Product and its reconditioning shall be due by the Purchaser and the payments already made shall remain acquired as a penalty.

10.3. In the event of opening of an insolvency procedure against the Purchaser, the outstanding orders shall be automatically cancelled and the Seller shall reserve the right to claim back the products held in inventory.

10.4. Notwithstanding this clause, all risks relating to the Products sold are transferred to the Purchaser, who is the custodian and guardian of the Products, upon their delivery.

 10.5. Until full payment is made, the Purchaser shall not pledge the Products sold under reservation of title or assign them, in any way, as security.

11. USE OF THE PRODUCTS AND SAFETY

11.1. The Purchaser agrees to comply with the instructions, in particular those with respect to safety, use and maintenance of the Products, as indicated in the sales or technical documentation of the Seller.

11.2. With the exception of the warranties granted under Article 12, the Seller shall have no liability to the Purchaser or any third party with respect to the sale or the use of the Products. In particular, the Seller denies any liability in the event of non-compliance by the Purchaser or its agents and employees with the safety instructions referenced herein.

The Seller provides no warranty and shall have no liability in the event of a defect, damage, loss or deterioration in the Products resulting from in particular (a) incorrect use of the Products by the Purchaser or its agents or employees; (b) installation of the Products by a person or entity other than the Seller or a person that has been authorised by the latter; (c) any transformation, removal, incorporation of other products or other modification made to the Products by any other person or entity other than the Seller or a person that has been authorised by the latter; and (d)non-compliance with the instructions of the Seller.

12. SELLER’S LIABILITY

12.1. Warranty against apparent defects 

The Purchaser is required to inspect the Products upon their delivery. Without prejudice to the Purchaser’s rights against the carrier in accordance with the applicable legal provisions, in the event of apparent defects or missing items, any claim of any nature whatsoever, relating to the Products delivered, will only be accepted by the Seller if it is submitted in writing, by registered letter with acknowledgement of receipt, within a time-limit of seven (7) days from delivery. It shall be incumbent upon the Purchaser to provide proof of the alleged defects or missing items. Any reserve must be confirmed by the Seller.

No Product shall be returned by the Purchaser without the prior explicit written consent of the Seller, which shall be provided by fax or e-mail. The Seller shall only be liable for the expenses of return in the event of an apparent defect, or missing item that is actually certified by the Seller or its agent.

In the event of an apparent defect or missing item actually certified by the Seller or its agent, the Purchaser shall only be entitled to request that the Seller replaces the non-compliant Products. In any case, whether there is an apparent defect or a missing item actually certified by the Seller, the Purchaser may not claim any indemnity, nor terminate the order.

Receipt by the Purchaser of the Products ordered without reserve shall imply acceptance of any apparent defect and or missing item.

Any claim made by the Purchaser pursuant to the terms and in accordance with the conditions described in this Article shall not suspend the Purchaser’s obligation to make payment of the price of the relevant Products.

In any case, the Seller shall have no liability with respect to events that occurred during the course of shipment, whether destruction, damage, loss or theft, even though the Seller would have selected the carrier.

12.2. Warranty 

12.2.1. Purpose of the warranty against hidden defects 

A hidden defect shall mean a hidden defect in the Product that renders the relevant Product unfit for purpose and that was not capable of being revealed to the Purchaser at the time of delivery. The warranty shall be limited to the repair or replacement of the defective parts or reimbursement for the Product and shall exclude compensation for any other damage. Pursuant to the warranty against hidden defects, the Seller shall only be obligated to replace, at its expense, the defective Products, without the Purchaser being able to claim any damages, for any reason whatsoever.

This warranty shall be limited to hidden defects that appear within a period of two (2) years following the delivery of the Product.

The Purchaser may only benefit from the warranty if it notifies the Seller by registered letter with acknowledgement of receipt within a time-limit of fifteen (15) clear days from the discovery of the defect and within the time-limit referenced in Article 12.2.2. The notice shall be required to include a description of the defect, under penalty of the Purchaser losing the benefit of the warranty.

12.2.2. Commercial warranty 

In addition to the warranty for hidden defects, the Purchaser shall benefit from a commercial warranty for a period of one (1) year from the date of Installation of the Products by Seller or a company appointed by Seller, or for a period of one (1) year and three (3) months from the delivery of the Products. This period shall be proportionately reduced if the daily use of the Product exceeds that specified in the technical information given to the Purchaser upon delivery of the Product. In the event of a warranty repair, the repaired or replaced part will not be covered by any commercial warranty unless Seller expressly grants a new commercial warranty covering the replaced part.

The warranty covers all parts of the Products provided that the Product has not been connected to an accessory not supplied by Seller and/or has been used in accordance with the conditions set forth in the Product’s user manual.

The warranty also covers the Installation of the Product(s) by the Seller or any company appointed by the Seller on the Purchaser’s vehicle.

12.2.3. Repair, replacement and reimbursement 

Upon the Seller’s receipt of a notification by the Purchaser of a claim under the warranty for hidden defects or the commercial warranty, the Seller agrees to proceed, at its expense and in its sole discretion, with the repair, replacement or reimbursement of the Product within a reasonable period of time.

Repairs shall be conducted at the place where the Product is located, unless the Seller deems it more appropriate that the Product should be sent to it or sent to another location it has specified.

In the event that the Product is repaired on the Seller’s premises, once the Seller has notified the Purchaser of the quote, the Purchaser shall have three (3) months from the date of such notification to accept it; failing which, and subject to an unsuccessful formal notice, the Seller may freely dispose of the Product, which shall be considered abandoned, without any particular formality to be performed, nor compensation to be paid to the Purchaser. Similarly, in the event that the Product is repaired on the Seller’s premises, once the repair is completed and notified to the Purchaser by the Seller, the Purchaser must imperatively recover the repaired Product within six (6) months from the date of such notification. Failing this, and subject to an unsuccessful formal notice, the Seller may freely dispose of the Product, which shall be considered abandoned, without any particular formality to be accomplished, nor compensation to be paid to the Purchaser.

In the event that a defective part can be remedied through its replacement or its repair and if the disassembly and assembly does not require any specific skills, the Seller may demand that the defective part is shipped to it, or is shipped to a location it has specified. In such event, the Seller shall be deemed to have fulfilled its warranty obligations, as specified in Articles 12.2.1 or 12.2.2, by delivering a reconditioned or replacement part to the Purchaser.

For the transport of the Product and/or the parts related to the repair of the defects to the place indicated by the Seller, the Purchaser shall strictly comply with the instructions given by the Seller for that purpose. The Seller will proceed to the reimbursement of the expenses incurred (except customs duties) by the Purchaser on presentation of the relevant receipts. If the Purchaser fails to do so, shipment shall be on account and at the risks and expenses of the Purchaser. The warranty does not cover the costs of removal and reinstallation of the Product.

12.2.4. Warranty exclusions 

Under the warranty of hidden defects, the Seller shall have no liability for defects resulting from materials supplied or a design stipulated or specified by the Purchaser. A design defect shall not be considered a hidden defect and the Purchaser shall be deemed to have received all technical information with respect to the Product.

The warranty of hidden defects or commercial warranty do not cover either damages resulting from use of the Product nor non-compliance with the conditions of use specified in the plans and technical information provided to the Purchaser at the time of delivery. Warranty of hidden defects or commercial warranty coverage are subject to use of the original equipment parts or those recommended by the Seller as well as use of the Product in accordance with the instructions delivered by the latter.

The warranty of hidden defects or commercial warranty do not cover defects caused by circumstances that occurred after the transfer of risk to the Purchaser, such as defects due to improper maintenance, incorrect installation or improper repairs made by the Purchaser or alterations made without the consent of the Seller or abnormal conditions of storage and/or retention at the Purchaser’s premises. Furthermore, the Seller shall not be responsible for deterioration resulting from normal use of the Product.

The warranty of hidden defects or commercial warranty do not cover either updates to the software integrated into the Products, nor maintenance of the software in the event of a breakdown caused by anything other than a hidden defect under the conditions defined in this Article. The Seller offers maintenance contracts intended to cover such risks.

12.3. Clause limiting the Seller’s liability 

The Seller’s liability is strictly limited to the repair or replacement of the defective or missing parts and the reimbursement of the price of the Product, and excludes compensation for any damage.

Within the limits permitted by applicable law:

• The Seller does not provide any warranty and shall have no liability or obligation, explicit or implicit, with respect to the products, the documentation accompanying such Products or the provision or the absence of provision of services of assistance, including the implied warranties of quality, fitness for sale or for a specific use, title and the absence of infringement;
• The Seller shall in no event be liable for any special, indirect or ancillary damage of any nature whatsoever (including, but not limited to, loss of profits, interruption of business, loss of information or any other monetary loss) arising from use or the impossibility of use of the products or the provision or the absence of provision of services of assistance or maintenance, even if the seller was informed of the possibility of such damage.
• The liability of the seller under any provision of this clause may in no event exceed the purchase price for the related Product.

The limitation on the Seller’s liability set forth above shall not apply in the event of gross negligence or wilful misconduct on the part of the Seller.

13. UNFORESEEABILITY

In the event of a change in circumstances which was unforeseeable at the time of conclusion of the contract, in accordance with the provisions of Article 1195 of the French Civil Code, the Seller shall not accept the risk of excessively onerous performance and shall be entitled to request renegotiation of the contract from the Purchaser and, failing such renegotiation, to unilaterally terminate the contract thirty (30) days after receipt of a formal notice sent by registered letter with returned receipt.

14. FORCE MAJEURE

The Seller shall be entitled to suspend performance of its obligations pursuant to these General Terms and Conditions of Sale, in the event that such performance is prevented as a consequence of an event of force majeure, as defined by article 1218 of the French Civil Code.

The Parties agree that, without this list being exhaustive, the following events shall be considered as an event of force majeure: strikes by all or a portion of the Seller’s for its customary carriers‘ personnel, occurrence of fire, flood, storm, war, riot, insurrection, seizure, embargo, energy restrictions, currency or export restrictions, natural catastrophes, acts of terrorism, road closures, freezing, epidemics; stoppage of production due to unforeseen breakdowns and/or the impossibility of obtaining supplies of components or energy attributable to the suppliers of the Seller.

In such circumstances, the Seller shall promptly notify the Purchaser in writing, including by fax or e-mail. The contract shall then be suspended automatically and without compensation, from the date the event occurred.

If the event continues to endure more than thirty (30) days after the date of its occurrence, the contract of sale concluded by the Seller and the Purchaser may be terminated by either party, provided, however, that the Purchaser shall have no right to claim damages. Such termination shall take effect as of the date of the first presentation of the registered letter with acknowledgement of receipt terminating the contract of sale. The sums paid to the Seller by the Purchaser, prior to the date of the occurrence of the event of force majeure that resulted in the termination of the contract, shall be deemed to have been fully acquired by him.

15. EXCLUSION OF FORCED PERFORMANCE IN KIND

Notwithstanding the provisions of Articles 1221 and 1222 of the French Civil Code, in the event of Seller’s failure to perform its obligations, Purchaser shall not be entitled to demand performance in kind or to have the obligation performed by a third party at Seller’s expense.

16. INTELLECTUAL PROPERTY

The Seller shall retain full and exclusive ownership of all of the intellectual property rights as to the (i) text, designs, images, illustrations or other items included in the sales or technical documents of the Seller; (ii) its company names, trademarks, logos and other distinctive signs; (iii) any patents or utility certificates with respect to such Products; and (iv) all of the software.

In such regard, the Purchaser shall be prohibited from any reproduction or copying, even partial, of such information except within the framework and solely for the purposes of the use of the Products and their maintenance or with the prior written consent of the Seller.

BLAXTAIR is a trademark filed by the Seller. Any non-authorised reproduction of such trademark, logos and distinctive signs constitutes infringement subject to criminal liability. In such an event, the Purchaser is informed that it risks incurring civil and criminal liability, including but not limited to the penalties set forth in Article L. 335-2 of the French Intellectual Property Code.

17. PERSONNAL DATA

17.1. In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data („GDPR“), the Seller acts as data controller when the Seller collects and processes personal data of the Purchaser in order to manage the supply of the Products and in connection with its customer relationship management.

Also, as part of its legitimate interest and in order to participate to the improvement of the system, security and the enhancement of the Product, the Seller collects and processes data related to the use of the Product by the Purchaser (hereafter “Data”). This data processing is exclusively aimed to monitor the reliability and the improvement of the Product resulting from the analysis of the Data on the location, use of the vehicle and images recorded by the Product and transmitted by the user of the Product to the Seller. Such Data are collected by downloading data recorded within the Product via external storage media or a wireless connection, on the basis of interviews and questionnaires provided to users of the Product, or by any other method.

17.2. The Data is intended exclusively for the Seller and for its suppliers and partners located within the European Union.

17.3. The Seller undertakes not to keep the Data collected hereunder for a period longer than that necessary to achieve the purposes related to the collection and processing of the data. In particular, identifiable persons in images (videos or photographs) collected by the Seller are subsequently blurred. Images showing identifiable persons (i.e. not blurred) are deleted after 3 months from the date of collection.

Nevertheless, the Seller may keep the Data for a longer period of time in certain cases and provided that:

• There is a legal obligation on the part of the Seller to retain Data for a fixed period of time;
• There is a risk of litigation or pre-litigation justifying that the Seller may keep the Data for the time needed to settle the dispute definitively.

In any event, Data are not retained for a period exceeding the applicable limitation periods.

17.4. In accordance with the legal and regulatory provisions applicable to personal data, the persons concerned have the right to restrict the processing, to object to processing, to access, to portability, to rectification and to deletion, of their Data by contacting the following address [salesadmin@blaxtair.com], subject to evidence to support his/her identity if applicable. The Purchaser shall inform the natural persons concerned by the data processing about such Data processing and the way of exercising their rights.

17.5. This clause shall not apply to data processed by the Seller acting as data processor on behalf of the Purchaser. In this context, the Purchaser shall comply with applicable data protection regulations and hold harmless the Seller against any consequences resulting from the Purchaser’s breach of its obligations thereunder.

18. WAIVER 

It is expressly agreed that any toleration or waiver by the Seller, with respect to the application of all or a portion of the obligations specified in these General Terms and Conditions of Sale, whatever their frequency and duration, shall not be deemed an amendment of the General Terms and Conditions of Sale, nor result in any rights being acquired.

19. SEVERABILITY

The provisions of these General Terms and Conditions of Sale shall be deemed independent from each other. In consequence, in the event any of such provisions are deemed to be null and void as a consequence of a judicial decision, the other provisions, including those referencing the stipulation declared null and void, shall continue to govern the relationship between the Seller and the Purchaser.

20. APPLICABLE LAW – LANGUAGE OF THE CONTRACT 

By explicit agreement of the parties, these General Terms and Conditions of Sale shall be governed by French law, to the exclusion of any other laws and the provisions of the Convention on the international sale of goods (Vienna Convention). These General Terms and Conditions of Sale have been drafted in French, in the event that they have been translated into one or more other languages, only the French text shall govern in the event of dispute.

21. DISPUTES 

Any dispute with respect to or arising as a consequence hereof and/or of the business relationship between the Parties, in the absence of an amicable settlement within a time limit of fifteen (15) days of notice of the dispute from either Party, shall be submitted to the competent French Court, which shall have exclusive jurisdiction, including summary proceedings, notwithstanding warranty proceedings or multiplicity of defendants.