Terms and Conditions of Sale

Version effective October 1, 2019

The present General Sales Conditions are translated from French to English in order to facilitate the understanding of the terms proposed by AddBike, but only the French version has legal value,

Article 1 – Scope of application
The following General Sales Conditions constitutes, in accordance with the article L 441-6 of the « Code du Commerce », the unique framework for the commercial relationship between the parties. Their purpose is to define the conditions within which AddBike SAS, a company with a registered capital of FOURTEEN THOUSAND AND SIXTY FOUR (14 064) EUROS, listed in the RCS of Lyon under the number 810 401 976, whose headquarters are located at the 12 Avenue Joannès Masset 69009 Lyon (France) and operating under the trade name AddBike, provides to

professional buyers (“Buyers” or “Buyer”) residing in the European Union (non-applicable for Switzerland) who carry out and order, via the website add-bike.com, through direct contact or through paperwork, the Products put on sale by AddBike (hereafter the “Products” or the  Product”).

They apply without restriction nor reserve to every sale settled by AddBike with the Buyers of the same category, regardless of the clauses displayed in the Buyer’s documents, notably their General Sales Conditions. No exclusivity whatsoever is granted to the Buyer following an order.

In accordance with current regulations, these General Sales Conditions are systematically submitted to every Buyer, thus allowing them to formally and properly produce an order before AddBike.

Every order of Products implies the understanding and acceptance of the present General Sales Conditions on behalf of the Buyer. The information displayed in AddBike’s catalogues, flyers and price lists is given on an indicative basis and is subjected to evolve at every moment. AddBike is wholesomely entitled to bring modifications.

In accordance with current regulations, AddBike reserves the right to derogate from certain clauses of the present General Sales Conditions according to negotiations carried out with the Buyer by the establishment of Particular Conditions of Sales.

Article 2 – Orders – Prices
2-1 Orders are to be confirmed with written agreement through a Purchase Order Form properly signed by the Buyer.

Sales are only valid after the explicit acceptance of the Buyer’s order from AddBike, the latter ensuring the availability of the requested Products expressed in the form of a confirmation e-mail.

2-2 Requested modifications regarding an order by the Buyer will not be taken into account unless AddBike is notified by means of written expression before SEVEN (7) days following the confirmation of the order by AddBike.

2-3 In case of order cancelation by the Buyer after its acceptance by AddBike, regardless the reason, the deposit due upon ordering, as defined by the article “Payment conditions” shall be rightfully withheld by AddBike and no reimbursement will be applicable.

2-4 The Products are to be provided under the prices of the day of the formalization of the order and, when appropriate, in the specific commercial proposal submitted to the buyer.

These prices are net, in euros and before taxes prior to expedition from AddBike’s warehouses. They do not include packaging and transportation
expenses or any additional expenses related to customs in the case of importation. Expenses related to importation are to be settled by the Buyer.

Any variation of raw materials or Products costs can justify a new price.

Article 3 – Payment conditions
3-1. Every order leads to an invoice edited and submitted by AddBike to the Buyer. The invoice states the payment conditions to be chosen by the
Buyer among the two possibilities described below :

– Direct debit of the total amount 15 days after reception of the products. Direct debit operations are to be previously authorized by the Buyer through the signature, at the moment of the order, of a SEPA Direct Debit Mandate Authorization issued by AddBike.
– Down payment of 50% at the moment of the order required to trigger the shipping of the goods. Balance payment is to be carried out 10 days after reception of the products.

3-2 In case of late payment of the amounts owed by the Buyer after the payment date indicated in the invoice submitted to them, delay penalties
calculated using the interest rate applied by the European Central Bank at its most recent refinancing operation increased by 10 points on the
amount indicated in the invoice, including VAT, will be, automatically and rightfully, acquired by AddBike without having to engage any formality or opening proceedings. The rate to take into account in the course of a second semester is the one applicable the 1st of July.

Finally, a fixed compensation for recovery costs amounting to FORTY (40) euros will be due, rightfully and without prior notification, by the Buyer in case of late payment. AddBike reserves the right to request complementary compensation to the Buyer if recovery costs effectively
expended exceed the specified amount upon presentation of supporting documents.

3-3 No discount will be granted by AddBike as a consequence of anticipated payment or due to payment carried out in a shorter timeframe than the one specified in the present General Sales Conditions.

Article 4 – Scale of discount, rebate and premiums
The price list, conditions and scale of discount, rebates or premiums are communicated by AddBike to the Buyer on demand.

Article 5 – Delivery
The Products acquired by the Buyer will be delivered in the timeframe indicated during the confirmation of the order.

The expected delivery time is given on an informative and indicative basis, related to Product availability, transporters and timing of orders.

AddBike strives to meet delivery dates indicated at the moment of confirmation of the order, based upon the logistic delay of reference in the profession, and to deliver the order, except in the cases of force majeure or other circumstances beyond its control including, but not limited to, strikes, frost, fire, storm, flood, epidemic, supply difficulties…

The indication of a delivery time frame cannot constitute, in any case, an obligation of results. Delivery dates do not represent a compulsory delay and no delivery delays can justify the cancelation of an order, contract termination or allow for penalties or other compensation costs.

The responsibility of AddBike shall not be engaged in case of a delay or suspension of the delivery attributable to the Buyer.

The delivery will be carried out at the address indicated by the Buyer at the moment of the order by the provision of Products in the Buyer’s
premises, not unloaded. The choice of the transporting company is at the discretion of AddBike.

The Buyer is required to check Product apparent conditions during the delivery. In the absence of disinclination explicitly formulated to the
transporter, simultaneously accompanied by a written copy to be addressed to AddBike alongside the delivery order in a time frame of
TWO (2) days from the day of delivery, the Products delivered by AddBike will be considered in compliance with the order in terms of quantity and quality.

No return of Product will be authorized and accepted without prior written agreement on behalf of AddBike. AddBike will replace as quickly as possible and at its own expense any delivered Product whose lack of conformity is properly proven by the Buyer.

Any claim from the Buyer, even in compliance with the conditions and terms written above, does not justify the suspension of payment of the
ordered Products.

Article 6 – Transfer of Property – Transfer of Risk
AddBike holds ownership of the sold Products until complete payment of the price by the Buyer.

The Buyer will not be able to trade or transfer, as collateral security, the property of the delivered Products before the complete payment of their
price. The Buyer forbids itself to resell the delivered Products in case of deterioration of its financial situation or insolvency.

The Buyer will be able to transfer to AddBike, in case of resale, the receivables from profits of the sale to a third acquiring party, but will still remain liable to AddBike, primarily, for the proper settlement of the invoices relative to the initial sale.

In case of a seizure or an intervention from a third party, the Buyer will have to notify the seizing party that the Buyer in question holds no
property over the Products and the Buyer will have to oppose to the seizure, including by means of judicial opposition. In addition, the Buyer
will immediately notify AddBike.

However, the risk of loss and deterioration will be transferred to the Buyer along with the provision of the Products, not unloaded.

Article 7 – AddBike’s Liability – Warranty
Products delivered by AddBike are guaranteed for a period of TWO (2) years, starting from the date of delivery of the Product to the final user,
covering the non-compliance warranty of the ordered Products and any hidden-defect coming from a flaw in materials, conception or manufacturing affecting the delivered Products and rendering them unsuitable for use. Only the final user can take advantage of this warranty,
meaning that they cannot transfer it.

This warranty is limited to the replacement, reimbursement or repair of non-compliant Products as well as Products affected by hidden defect.

Any warranty and AddBike’s liability are excluded in case of improper use, neglect or faulty maintenance on behalf of the end user, in case of normal wear of the Product, in cases of force majeure, or any transformation of the Product without prior consent or authorization form AddBike.

Article 8 – Intellectual Property
AddBike holds all of the industrial and intellectual property rights related to the Products, photos and technical documentation which cannot be
communicated or executed without prior written authorization.

As a consequence, AddBike remains the exclusive owner of its brands, studies, drawings, plans and any other documents, whichever their
support, that the Buyer may have received in the context of a commercial proposal. They can only be used by the Buyer with the authorization of
AddBike and cannot be communicated to a third party in any way, without prior written consent from the latter.

The Buyer will have to immediately notify AddBike of any infringement on its brands that comes to their knowledge, whichever their nature.

Article 9 – Litigation
Any litigation or legal dispute that may be brought forward by the present contract, concerning its validity, interpretation, execution, termination,
their consequences and further development will be submitted to the Tribunal de Commerce de Lyon.

Article 10 – Applicable Law – Contract Language
By express agreement of both parties, the present General Sales Conditions and the resulting purchasing and sales operations are
governed by French Law, and in a complementary manner, by the Vienna Convention on International Sale of Goods.

They are originally written in the French Language. In the case they are translated in one or several languages, only the French text should prevail
in the context of legal dispute.

Article 11 – Acceptance on behalf of the Buyer
The present General Sales Conditions as well as the attached prices and scales of discount related to rebates or premiums are expressly approved and accepted by the Buyer, who declares and acknowledges having a perfect and wholesome understanding, and consequently declines to employ contradictory documentation and notably, their own General Purchase Conditions.