General Terms and Conditions of Sale to Bicycle Shops Valeo Service Smart Mobility Valeo Cyclee™

INTRODUCTION

• As part of its business of manufacturing and selling electrical equipment for bicycles, the Valeo Group manufactures original and replacement parts for sale to bicycle manufacturers.

• Within the Valeo Group, Valeo Service is in charge of selling Valeo products and services to the aftermarket.

• Within Valeo Service, the Valeo Service Smart Mobility division is responsible for the promotion and sale of electrical bicycle equipment (the "Products") as well as the provision of related services, namely warranty management, telephone support and access to diagnostic tools and documentation (the "Services") in the aftermarket.

GENERAL

• These General Terms and Conditions of Sale ("GTCS") apply to the sale of Products and the provision of Services by Valeo Service Smart Mobility, a division of Valeo Service, a simplified joint stock company duly organised and existing under French law, with a share capital of 12,900,000 Euros, whose registered office is located at 70 rue Pleyel 93285 Saint Denis, France, and which is registered with the Bobigny Trade and Companies Register under number 306 486 408, to Bicycle Shops.

DEFINITIONS

• "Electric bicycles" means bicycles powered by an electric assist device and pedals.

• "Territory" means all countries where Valeo Service Smart Mobility has a local representation and can therefore distribute the Products directly to Bicycle Shops.

• "Bicycle Shop(s)" means the retailer(s) to whom the bicycle manufacturer(s) sell(s) their own Electric Bicycles. The term Bicycle Shop includes, inter alia, distributors, individual shops or distribution networks of such shops selling bicycles and/or specialist bicycle repair shops or distribution networks of such shops.

CUSTOMER ACCOUNT

• An order can only be placed by Bicycle Shops that have an active customer account on the Valeo B2B website "pro.valeocycle.com".

• Valeo Service reserves the right to close the account of a Bicycle Shop:

  • which does not provide a satisfactory level of service,
  • which does not comply with the laws and customs in force, particularly with regard to customs and tax regulations,
  • which damages the image or reputation of Valeo,
  • which infringes, directly or indirectly, the rights held by Valeo or third parties, in particular by directly or indirectly distributing counterfeit products,

ORDERS

• Any order issued by a Bicycle Shop implies acceptance of these GTCS, and the waiver by the Bicycle Shop of its own general terms and conditions of purchase.

• The fact that Valeo Service does not apply any of the provisions of these GTCS at a given time shall not be interpreted as a waiver of the application of any of these provisions at a later date.

• Orders issued by a Bicycle Shop shall be subject to written acceptance by Valeo Service Smart Mobility by means of an order acknowledgement. After acceptance by Valeo Service Smart Mobility, the orders become firm and final. Any cancellation of an order, even partially, must be validated by Valeo Service Smart Mobility.

• The Products sold under these GTCS are sold firm and will not be returned or exchanged.

• Valeo Service Smart Mobility reserves the right to refuse, or to subject to special terms and conditions, any order relating to quantity, composition or packaging requirements which differ from Valeo Service Smart Mobility's standard terms and conditions. Only Valeo Cyclee approved Bicycle Shops are authorised to purchase and use Valeo Cyclee specific oil for motors with automatic gearbox. This Cyclee motor oil is intended for use by professionals in assembly and maintenance operations and may not be resold to private individuals.

• The Bicycle Shops acknowledge that they have read and are familiar with the contents of the "Valeo Partner Code of Conduct" and unconditionally approve the said Code of Conduct.

DELIVERY

• Unless otherwise specified between the Parties or in the "Valeo Service Smart Mobility Service Special Terms and Conditions of Sale for 2022" applicable to the Bicycle Shop Territory, the cost of transporting the Products to the point of delivery (excluding, if applicable, the payment of import duties, taxes and unloading of the products agreed with the Bicycle Shop) shall be included in the price of the Products (in accordance with the 2020 DAP Incoterm).

• The delivery dates are indicated to the Bicycle Shop as accurately as possible, but remain subject to supply and transport possibilities depending on the final destination of the Products. Delays in delivery for whatever reason may not give rise to the payment of damages or to the cancellation of orders in progress.

• Unless otherwise agreed between the Parties or in the "Valeo Smart Mobility Service Special Terms and Conditions of Sale for 2022" applicable to the Bicycle Shop Territory, the transfer of risks shall take place upon delivery of the Products to the point of delivery agreed between the Parties, before unloading. Valeo Service Smart Mobility insures its Products up to the agreed point of delivery.

• The Bicycle Shop shall take care to preserve all possibilities of possible recourse against the carrier in the event of loss of items, damage, delay, etc., shall take all necessary measures, and shall record all appropriate reservations upon receipt of the goods on the delivery notes, and shall complete all necessary formalities within the required time limits. Otherwise, no claim against Valeo Service Smart Mobility will be accepted.

• Any reservations recorded upon receipt of the goods must be communicated to Valeo Smart Mobility Service within 24 hours of receipt for deliveries within the European Union, or 48 hours for other countries.

PRICES - PAYMENT CONDITIONS

• The Products are invoiced on the basis of the prices in force on the date of the order.

• The prices are available on the pro.valeocyclee.com website Prices are subject to change at any time by Valeo Service Smart Mobility.

• The Products are invoiced on the date of shipment from the Valeo Service Smart Mobility warehouse or from a warehouse designated by the first carrier responsible for transferring the shipment to the final recipient.

• All applicable taxes, duties or other charges in the country of final import or in a country of transit are payable exclusively by the Bicycle Shop.

• The Products are payable within thirty (30) days of the invoice date.

• Payment shall be deemed to have been made when the corresponding funds are credited to the bank account of Valeo Service Smart Mobility.

• Invoices are payable in euros by Swift transfer to one of Valeo Service's banks.

• Valeo Service Smart Mobility may set shorter payment periods of invoices in the following cases:

  • the Bicycle Shop is a new customer
  • the Bicycle Shop does not offer satisfactory payment guarantees,
  • the Bicycle Shop has a payment history that shows anomalies over the previous (12) months.

• In this case, Valeo Service Smart Mobility reserves the right to suspend the performance of its own obligations. It also reserves the right to claim interest for late payment, charged at 3 times the legal interest rate and calculated from the corresponding due date. Valeo Service Smart Mobility reserves the right to charge a fixed sum of 40 euros as collection costs in the event of late payment. Valeo Service Smart Mobility may request, with supporting documents, additional compensation if the collection costs exceed the fixed sum of 40 euros.

• In the event of the sale, transfer, pledge, or capital contribution of its business, or of the facilities and equipment necessary for their operation, by the Bicycle Shops, all sums due to Valeo Service Smart Mobility shall be payable immediately, regardless of the terms previously agreed upon.

• The Bicycle Shop may not invoke any dispute or return of goods under warranty as a reason for suspending payment of the price of the Products.

• If the Bicycle Shop does not comply with its obligation to pay on the due date, and without prejudice to any damages that Valeo Smart Mobility Service may claim, Valeo Smart Mobility Service reserves the right to automatically cancel the sale within eight days of receipt of a notification of late payment sent to the Bicycle Shop which has remained without effect.

• If necessary, Valeo Service Smart Mobility shall also have the right to recover the Products and any related documents from the Bicycle Shop, without notice. All costs and expenses (including transport costs) incurred by Valeo Service Smart Mobility in connection with the recovery of the Products shall be borne by the Bicycle Shop.

• It is expressly agreed that Valeo Service Smart Mobility shall be entitled to set off the amount corresponding to the sums owed to the Bicycle Shop against the sums owed by the Bicycle Shop at any time.

EXPORT RULES COMPLIANCE WITH EXPORT CONTROL REGULATIONS

• The Bicycle Shop acknowledges that it is responsible for compliance with, and will comply with, all applicable economic sanctions, export controls and import regulations of the United States and all other applicable jurisdictions in connection with the sale of parts and services covered by these GTCS, including but not limited to the Export Administration Regulations ("EAR") of the US Department of Commerce, the economic sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the US Department of the Treasury and the European Union's Dual-Use Regulation 422/2009, as well as the economic sanctions’ rules and regulations of the European Council and EU Member States (collectively, "trade control laws").

  Without limiting the foregoing, the Bicycle Shop agrees not to import, export, re-export, sell, resell, transfer or procure any goods, technical data, software, hardware or supplies (i) in breach of any applicable export control regulations; or (ii) to or from any country for which an export license or other authorisation is required at the time of export or import, without first obtaining all necessary licenses or other authorisations and receiving prior written authorisation from Valeo Service Smart Mobility. The Bicycle Shop warrants that neither it nor any parent, subsidiary, supplier or affiliate company is on the lists of restricted companies as determined by the U.S. Government, including the Specially Designated Nationals List, the Sectoral Sanctions Identification List and the Foreign Sanctions Evaders List administered by the OFAC, the Prohibited Parties List, the Unverified List and the Entity List maintained by BIS, and the consolidated list of EU sanctioned persons and entities (to the extent that those on the EU list are subject to asset freezing measures or are otherwise subject to prohibitions or restrictions relating to or in connection with a transaction involving the Products) and are not owned or controlled directly or indirectly by a company that is subject to restrictions (collectively, the "Restricted Companies”). In conducting business with Valeo Service Smart Mobility, the Bicycle Shop agrees not to have any direct or indirect business relationship with, provide services to or obtain goods or materials from a Restricted Company or a company connected to a country with which trade is prohibited by the OFAC or other applicable trade control laws. Countries or territories currently subject to US sanctions or export restrictions include Cuba, Iran, North Korea, Sudan, Syria, Russia, Bulgaria, Luhansk, Donetsk and Crimea (collectively, the "sanctioned countries"). The Bicycle Shop further warrants that it will comply with U.S. economic sanctions with extraterritorial effect ("Secondary Sanctions").

RETENTION OF TITLE

• Valeo Service Smart Mobility shall retain full ownership of the goods sold under these GTCS until the corresponding payment has been received in full.

• Valeo Service Smart Mobility reserves the right to reclaim the goods sold under these GTCS in the event of non-payment on any due date, and the Bicycle Shop undertakes to return the goods, at its own expense and risk, at the first request of Valeo Service Smart Mobility.

• Notwithstanding any retention of title, the risk in respect of the goods (including the risk of loss and destruction) shall be transferred to the Bicycle Shop in accordance with the applicable Incoterm. The Bicycle Shop undertakes to take out any appropriate insurance policy to cover the goods at its own expense and with Valeo Service Smart Mobility indicated as the direct beneficiary.

• The Bicycle Shop shall inform Valeo Service Smart Mobility without delay by registered letter with acknowledgement of receipt of any material or legal incident (including any seizure by third parties) which may affect the goods subject to retention of title.

• Until full payment has been received, the goods subject to retention of title shall be stored by the Bicycle Shop in such a way that they are clearly identifiable and cannot be confused with goods received from other suppliers. These goods may be resold according to their intended destination. This authorisation will be automatically withdrawn in the event of suspension of payments by the Bicycle Shop.

• The Bicycle Shop shall not pledge the Products or transfer ownership of the Products in the context of a warranty until full payment has been made.

WARRANTY

• The Products sold by Valeo Service Smart Mobility under these GTCS are guaranteed against any non-compliance or defect in use under the conditions set out in the Valeo Cyclee™ Warranty Charter (the "Warranty"). The Warranty is expressly limited to the replacement, free of charge, or compensation for the Products or components that Valeo has recognised as defective, to the exclusion of any compensation for any damage of any nature and for any cause whatsoever, and in particular to the exclusion of any compensation for consequential losses and damages of any kind whatsoever, with the exception of compensation due pursuant to a legal or regulatory provision.

• Unless otherwise specified for certain territories, the Warranty will be valid for the following periods:

  • Twenty-four (24) months from the date of the first sale of the Product by the Bicycle Shop to the End User (up to a maximum of thirty-six (36) months from the date of delivery of the Products by Valeo Service Smart Mobility to the Bicycle Shop) if the Electric Bicycle has been used solely in a private capacity
  • Twelve (12) months from the date of the first sale of the Product by the Bicycle Shop (up to a maximum of twenty-four (24) months from the date of delivery of the Products by Valeo Service Smart Mobility to the Bicycle Shop) if the Electric Bicycle has been used in a professional capacity.

• The Warranty only applies to Products invoiced by Valeo (either Valeo Service Smart Mobility or any Valeo subsidiary).

• Valeo Service Smart Mobility shall have the right to request the Bicycle Shop to suspend the sale of products belonging to the same batch as the defective product, for as long as it takes to process the warranty claim.

• If a defect is recognised by Valeo Service Smart Mobility, the Bicycle Shop undertakes, at the request of Valeo Service Smart Mobility, to cease the sale of all Products concerned, to return said Products to Valeo Service Smart Mobility or to destroy the Products in situ, in which case a certificate of destruction must be sent to Valeo Service Smart Mobility. The warranty conditions defined shall apply in full to these Products.

LIABILITY

• Valeo Service Smart Mobility shall not be liable for any damage caused by the failure of the Products to comply with a standard or regulation specific to the importing country that was not notified to Valeo Service Smart Mobility at the time of the transmission of the order form and that was not expressly accepted by Valeo Service Smart Mobility.

• Valeo Service Smart Mobility shall not be liable for any damage caused, directly or indirectly, by any equipment or component not manufactured by Valeo, including any other equipment or component used to integrate the Product into an assembly. In addition, Valeo Service Smart Mobility shall not be held liable in the event that the failure of one of its products is caused by other adjacent components, or by components with which it is combined in the Electric Bicycle.

• Valeo Service Smart Mobility shall not be liable for any indirect damage such as loss of customers, loss of sales, loss of production, loss of margin or loss of image, in particular as a result of any legal proceedings brought by a third party against the Bicycle Shop, or the conviction of the latter.

• The liability of Valeo Service Smart Mobility in connection with the manufacture and sale of its Products, for any damage of any kind whatsoever, shall be limited annually to 100% of the sales, exclusive of tax, to the Bicycle Shop during the previous twelve months, relating to the product causing the damage.

FORCE MAJEURE

• All of Valeo Service Smart Mobility's obligations shall be suspended in any situation where the non-performance of an obligation results from an event beyond the reasonable control of Valeo Service Smart Mobility, other than fault or negligence on its part (a "Force Majeure Event"), in particular any decision of any governmental authority, fire, flood, windstorm, explosion, riot, natural disaster, pandemic, epidemic, strike, lockout, slowdown or other disruption of work, including those affecting a subcontractor or sub-supplier, war, civil war, disturbance or riot and sabotage; provided that the Force Majeure Event (including its expected duration) is notified in writing by Valeo Service Smart Mobility to the Bicycle Shop as soon as possible (but in no event later than ten (10) days after the start of the Force Majeure Event). If an event of force majeure continues for more than three months, either Party may terminate the relationship in whole or in part. The Parties undertake to consult and cooperate closely with each other in such situations.

INTELLECTUAL PROPERTY

• Drawings, diagrams, specifications, technical and commercial information, specifications, test results, industrial catalogues, brochures, manuals, patents, models and sketches, whether in paper or electronic form, remain the property of the Valeo Group. The Bicycle Shop therefore undertakes not to distribute or reproduce any of these items without the prior consent of Valeo Service Smart Mobility.

• The products and their packaging materials are sold under the Valeo brand or under a brand belonging to the Valeo Group, to the exclusion of any other brand in the absence of express written authorisation from Valeo Service.

• The Bicycle Shop must immediately inform Valeo Service Smart Mobility of any infringement of Valeo's intellectual property rights of which the Bicycle Shop may become aware and shall provide Valeo Service Smart Mobility, at its request, with all necessary assistance to support Valeo in the defence of its rights.

TRADEMARKS - TRADE NAME

• The communication tools provided by Valeo Service Smart Mobility, generally in the form of digital files and showing logos, visuals, images, technical drawings, computer graphics, videos, web banners, catalogues, etc. (non-exhaustive list) remain the property of the Valeo Group. Any distribution, reproduction or adaptation of a medium made from these files is subject to the prior agreement of Valeo Service Smart Mobility, which reserves the right to refuse any adaptation made from these files. The use of these communication tools is limited to commercial use only, and it is forbidden to sell, transfer or lend these files to a third party. Valeo Service Smart Mobility does not give any warranty on these digital files in case of claims from third parties.

• Unless agreed in writing by Valeo Service Smart Mobility, the Bicycle Shop is not permitted to use any of the Valeo Group's trademarks, including the Cyclee™ trademark, or any logo owned by the Valeo Group.

• The Bicycle Shop may not use the trademarks "Valeo" or "Cyclee™", or any other trademark owned by the Valeo Group as an Internet domain name, email address or social network account, either alone or in combination with any other name or phrase. The Bicycle Shop may use "Valeo", "Cyclee™" or any other Valeo Group trademark on its website, subject to the following conditions:

  • that the "Valeo Identity Cyclee™ Guide" is followed and that prior written permission for any use of the logo on the Bicycle Shop’s website has been obtained from Valeo Service Smart Mobility,
  • that the presentation and terms of use by the Bicycle Shop on its website do not create confusion with the websites of the Valeo Group.
  • that the prior written consent of the Valeo entity concerned is obtained before the creation of any link from the Bicycle Shop's website to one of the Valeo Group's websites, and in particular that of Valeo Service Smart Mobility.

• The Bicycle Shop must make any changes to its website upon reasonable request by Valeo Service Smart Mobility in the event of unauthorised use by the Bicycle Shop of the "Valeo" or "Cyclee™" logo and/or trademarks. The Bicycle Shop must, upon request by Valeo Service Smart Mobility, immediately remove the "Valeo", "Cyclee™" trademarks and/or any link from the Bicycle Shop website to a Valeo website.

• The Bicycle Shop must immediately correct, upon request by Valeo Service Smart Mobility, any erroneous information published on its website in relation to the Products and/or the Services.

• The Bicycle Shop indemnifies Valeo Smart Mobility Service against all claims, actions, judgments, and in general against any challenge to its liability arising from the use of one or more logos and/or trademarks belonging to the Valeo Group on the Bicycle Shop’s website, and shall fully indemnify Valeo against all consequences, damages and losses, including attorneys' fees, incurred by Valeo Smart Mobility Service as a result of or in connection with such actions, claims, or judgments.

• The Bicycle Shop is solely liable for ensuring that the content of its website complies with any applicable regulations in any relevant jurisdiction.

• Notwithstanding the foregoing, nothing in this section shall be construed as constituting an assignment or license to use the logo, the Valeo trademark or any other mark of the Valeo Group, and the Bicycle Shop shall have no claim to any logo and/or Valeo trademark and/or trade name of the Valeo Group.

NULLITY

• If any of the clauses of these GTCS are declared null and void, all other clauses will remain valid.

APPLICABLE LAW AND DISPUTES

• These GTCS and the sales they govern are subject to French law.

• In the event of a dispute over the application or interpretation of these GTCS, the Parties may call upon an independent expert to act as a mediator and arbitrator between the Parties. The independent experts will be selected jointly by the Parties. If the Parties are unable to agree on the appointment of the independent expert, the independent expert will be appointed by the President of the Commercial Court of Paris. At any time, either Party may file a lawsuit before the Commercial Court of Paris, regardless of the place of delivery, even in the event of an accessory claim or multiple defendants.

• Notwithstanding the foregoing, Valeo Service Smart Mobility reserves the right to choose an alternative jurisdiction in the event of emergency or summary proceedings, or in the event of a request for protective measures that it may be required to take.

PERSONAL DATA

• The Bicycle Shop shall at all times ensure the protection of any data that may be communicated to it within the framework of or on the occasion of business relations with Valeo Service Smart Mobility and shall take all necessary precautions to preserve the confidentiality and security of such data, in particular to prevent them from being deformed, damaged or communicated to unauthorised third parties, by implementing and maintaining all appropriate measures. In the event that the Bicycle Shop collects and/or processes data containing personal data in the exercise of its rights and obligations in the context of or in connection with its business relationship with Valeo Service Smart Mobility, including personal data relating to Valeo employees, the Bicycle Shop, acting as an independent data controller, shall at all times comply with the regulations applicable to personal data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and any applicable national data protection laws. In particular, these personal data will only be used in the context of and for the purposes of its business relationship with Valeo Service Smart Mobility. The Bicycle Shop undertakes that only those persons who need to have access to the personal data in order to fulfil the obligations of the Bicycle Shop in the context of and for the purposes of its business relationship with Valeo Service Smart Mobility shall have access to the personal data; and that these persons shall be subject to an appropriate written obligation of confidentiality and security prohibiting them from using the personal data on their own behalf or from disclosing them to third parties. The Bicycle Shop undertakes not to retain personal data for longer than is necessary to fulfil its obligations under its business relationship with Valeo Service Smart Mobility.

• Valeo Service Smart Mobility, in its capacity as a data controller, may collect personal data relating to employees and managers of the Bicycle Shop ("Data Subjects"), in particular surnames, first names, telephone numbers and email addresses, in connection with an order. Valeo Service Smart Mobility has appointed a Data Protection Officer who can be contacted by email at dpo.external@valeo.com.

• These data are collected for the purpose of opening an account, processing orders and, unless the Data Subject objects, for marketing and communication operations carried out by Valeo Service Smart Mobility for the benefit of the Bicycle Shop. This processing is based on the legitimate interest pursued by Valeo Service Smart Mobility insofar as this processing is necessary for the proper performance of the contractual relationship with the Bicycle Shop and for the organisation of events and commercial prospecting for the latter. These personal data are intended exclusively for the authorised staff of the relevant departments of Valeo Service Smart Mobility, as well as for any data processors that Valeo Service Smart Mobility may use.

• The data of Data Subjects are retained for the duration of the contractual relationship or for the time necessary for Valeo Service Smart Mobility to fulfil its legal and regulatory obligations, then archived for a period of 5 years, and in the case of promotion and canvassing operations, for the duration of the business relationship plus 3 years.

• Data Subjects may at any time exercise their rights of access, rectification, deletion, portability, objection to canvassing and promotion or restriction of processing or their right to define specific directives relating to the retention, deletion and communication of their data after their death by sending an email to dpo.external@valeo.com. They may also lodge a complaint with the CNIL. It is the responsibility of the Bicycle Shop to inform the Data Subjects of the provisions of this clause.

  No automated decisions are taken on the basis of the personal data provided.

AMENDMENT OF THESE GENERAL TERMS AND CONDITIONS

APPLICATION OF THESE GENERAL TERMS AND CONDITIONS