General Terms and Conditions of Sale

1. PURPOSE
2. DEFINITIONS
3. OFFER OF PRODUCTS FOR SALE
4. ORDER - ACCEPTANCE - FORMATION OF CONTRACT
5. PRICE
6. TERMS OF PAYMENT - PENALTIES - ARCHIVING
7. DELIVERY OF PRODUCTS
8. GUARANTEES - REGULATIONS
9. EXEMPTION FROM LIABILITY - INSURANCE
10. INTELLECTUAL PROPERTY RIGHTS
11. AFTER-SALES SERVICE
12. PERSONAL DATA
13. APPLICABLE LAW
14. COMPETENT COURT
15. MISCELLANEOUS PROVISIONS


ARTICLE 1 OBJECT
These terms and conditions of sale apply exclusively to the distance selling of products developed and marketed by CURVWAY, a simplified joint stock company, registered in the Lyon Trade and Companies Register under number RCS LYON B 882 1158 231, whose registered office is located at 40 rue Decomberousse 69100 VILLEURBANNE - Telephone number +33 (0)6 33 20 13 06 - Contact e-mail address: contact@curvway.com

Intracommunity VAT number FR 37882158231 (hereinafter referred to as the ‘Company’).
These general terms and conditions of sale detail the rights and obligations of the Company and the Client (as this term is defined below). They are supplemented by two Appendices setting out the special terms and conditions of sale applicable to the different types of Customer as defined in Article 2.

ARTICLE 2 DEFINITIONS
In these terms and conditions, the following terms used with a capital first letter shall have the meaning specified below, it being specified that terms in the plural may be understood in the singular and vice versa:
"Accessory(ies)": means any accessory to the Product(s);
"Customer(s)": refers to any natural or legal person who has ordered Products and/or Accessories from the Company by means of an Order; there are 2 categories of Customer to which special terms and conditions of sale apply and which are appended hereto; Appendix 1 for the Consumer, Appendix 2 for the Professional;
"Order": means a Quotation expressly signed by the Customer, without reservation, and sent to the Company by electronic means or by post or any order form referring to the Quotation and accepting it without modification;
"General Conditions": means this document, including its Annexes; the General Conditions consist of the following documents in decreasing order of priority: the Annexes and this document. In the event of a contradiction between one and/or more stipulations appearing in any of these documents, the higher-ranking document shall prevail;
"Consumer": refers to a Customer who is a consumer within the meaning of the French Consumer Code;
"Contract": means the combination of the Quotation accepted and the General Terms and Conditions; in the event of a contradiction between the provisions of one of the aforementioned documents, the aforementioned document shall take precedence over the others;
"Quotation": means the offer of Products and/or Accessory(ies) issued by the Company, as accepted by the Customer;
"Documentation": means the user manual for the Products and any other document setting out the terms, conditions, limitations and restrictions on the use of the Products;
"Protected Elements": has the meaning defined in Article 10.1;
"Personal Light Electric Vehicle’ or “PLEV”: refers to motorised personal displacement vehicles as defined in Article R. 311-1 point 6.15 of the French Highway Code;
"Personal Data": has the meaning defined in Article 12 below;
"Processing Purposes": has the meaning defined in Article 12 below;
"Brand": means the word mark CURVWAY registered in France under number 4688614, as affixed to the Products, and any other mark belonging to the Company affixed to the Products by the Company;
"Party(ies)": refers individually to the Company or the Customer and jointly to the Company and the Customer;
"Product(s)": refers to the all-terrain electric surfboard(s) falling within the scope of the Motorised Personal Displacement Vehicle category;
"Professional": refers to a Customer who is a professional within the meaning of the French Consumer Code;
"Regulation": has the meaning defined in Article 12;
"Data Controller": has the meaning defined in Article 12 below;
"Company": has the meaning defined in Article 1 above;
"Sub-processor": has the meaning defined in Article 12 below;
"Third Party": refers to any natural or legal person other than the Client or the Company;
"Processing": has the meaning defined in Article 12 below.

ARTICLE 3 OFFER OF PRODUCTS AND ACCESSORIES FOR SALE - AVAILABILITY
The Products and Accessories offered for sale by the Company are presented on the Company's website with their main characteristics, specifications, photographs and indications of size or capacity.
Offers to sell Products and/or Accessories are valid while stocks last. If the Products and/or Accessories are unavailable, the Company will inform the Customer by e-mail or telephone as soon as possible. If possible, the Company undertakes to offer an equivalent Product and/or Accessory. Failing this or in the event of refusal, the Company will refund the price of the Product and/or Accessory or offer a credit note for the same amount.
All other documents, catalogues or visuals of the Products and Accessories are for information purposes only. The General Terms and Conditions, the Quotation and all the contractual information mentioned on the Company's website are in French.

ARTICLE 4 ORDERING - ACCEPTANCE - FORMATION OF THE CONTRACT
4.1 To request a quotation, the Client must use the contact form available on the Company's website or send an e-mail to the Company at the following address: contact@curvway.com. The quotation drawn up by the Company is valid for one (1) month from the date of issue, unless expressly agreed otherwise.  
4.2 Any Order sent by the Client to the Company implies acceptance of the quotation, to which reference is made, including the General Terms and Conditions. The Contract is deemed to be complete on receipt of the Client's Order by e-mail or post. If the Client wishes to modify or add Products and/or Accessories, it must obtain a new quotation from the Company and issue a new Order. Under no circumstances may an Order modify the relevant Quotation.
4.3 The Contract excludes the application of any other document, such as the Client's conditions of purchase or general terms and conditions. Any clause to the contrary raised by the Client in the absence of the Company's prior, express and formal agreement shall be unenforceable against the Company.
4.4 The Company reserves the right to amend the General Terms and Conditions at any time, and will inform the Customer accordingly, in which case the amendments will apply to any Orders placed after the amended General Terms and Conditions have been sent.
4.5 All distance selling orders are governed by these General Terms and Conditions in force on the date the Order is placed.
4.6 These General Terms and Conditions are available in full on the Company's website. All Orders must be accompanied by a prior acknowledgement by the Customer of these General Terms and Conditions.

ARTICLE 5 PRICES
The prices are defined in Appendices 1 or 2 for a Customer who is a Consumer or a Professional.

ARTICLE 6 TERMS OF PAYMENT - PENALTIES - ARCHIVING
6.1 TERMS OF PAYMENT
Unless otherwise stipulated in the Order: a deposit invoice equal to 50% of the total price of each Order shall be issued by the Company upon receipt of the Order, the invoice corresponding to the balance of the price of the Product(s) and/or Accessory(ies) being issued upon delivery of the Product(s) and/or Accessory(ies) upon signature of the delivery note in accordance with the conditions set out in Article 7.3 below.
The 50% deposit invoice is payable on receipt of invoice.
With the exception of the deposit invoice, all invoices must be paid within thirty (30) days of receipt of the invoice by the Customer.
In all cases, all Orders shall be processed upon receipt of payment of the deposit invoice and subject to its actual collection by the Company.
Payment of the 50% deposit invoice by the Customer triggers the manufacture of the Product and/or the order of an Accessory.
6.2 PENALTIES  
Any sum not paid on the due date will automatically and without prior notice give rise to the payment of late payment penalties equal to three (3) times the legal interest rate in force on the date of the invoice, applied from the first day of delay. In addition, a fixed recovery indemnity of forty (40) euros will be payable.
No late payment penalties apply to Consumers.
No discount is authorised.
6.3 ARCHIVING
Communications, Orders and invoices are archived on a reliable and durable medium so as to constitute a true and durable copy in accordance with Article 1360 of the French Civil Code. These communications, any Orders and invoices may be produced as proof of the Contract thus concluded between the Company and the Customer.


ARTICLE 7 DELIVERY OF PRODUCTS AND ACCESSORIES
Once the Order has been placed, the Company will send an e-mail to the Customer, enabling the latter to follow the stages and deadlines for the delivery of the Products and Accessories.
7.1 Terms and conditions - Place of delivery - Transfer of ownership
All Products and Accessories are dispatched by an independent carrier appointed for this purpose by the Company, by parcel or by any other means of dispatch, depending in particular on the nature and number of Products ordered by the Client.
The Product(s) or Accessory(ies) will be delivered to the address indicated on the Order. Delivery of the Product(s) or Accessory(ies), if applicable, shall be accompanied by delivery of the Documentation.
The Product(s) or Accessory(ies) delivered to the Client pursuant to this Agreement shall remain the full and complete property of the Company until full payment has been made, and the Client undertakes, until such time as ownership has been transferred to it, to take all necessary precautions to ensure the proper preservation of the Products.
7.2 Delivery times
Delivery times are indicative and are shown on the Order; any delivery time runs from receipt by the Company of payment of the deposit invoice by the Client.

7.3 Checking the condition of the Products and Accessories and returning them  
Unless expressly stipulated otherwise, the delivery of the Product(s) gives rise to the signing of a delivery note. Remarks and reservations may be made by the Customer before the delivery note is signed.
Subject to the public policy provisions applicable to Consumers with regard to the transfer of risks, the signing of the delivery slip discharges the Company and the carrier from any liability with regard to the delivery made.
It is the Customer's responsibility to make any reservations or complaints that they consider necessary, or even to refuse the parcel, if the parcel is obviously damaged on delivery.
If the Products and/or Accessories delivered have suffered damage during transport and are damaged (breakage, impact, deformation, etc.) or do not comply with the specifications indicated on the Order (error on the Product or Accessory, etc.), the Customer must refuse the parcel(s) by writing the reason for refusal legibly on the delivery slip.
In the event of missing Product(s) and/or Accessory(ies), the Customer must fill in the delivery slip, legibly recording his/her reservations in a precise and detailed manner. The Customer must make a precise note of the number of packages and the description of the missing Products and/or Accessories before signing the delivery note.
If the carrier does not allow the Customer to open the package to check the condition of the Products and/or Accessories, the Customer must mention this on the delivery note.
The said reservations and complaints must be sent to the carrier appointed by the Company by registered letter with acknowledgement of receipt within three (3) working days, not including public holidays, following the date of delivery of the Products and/or Accessories, in accordance with the provisions of Article L 133-3 of the French Commercial Code.
The Customer must also send a copy of this letter to the Company by registered letter with acknowledgement of receipt.
Subject to the Client's compliance with the above provisions, the Company will replace the Product or Accessory or reimburse it. Where applicable, the Client must return the Product or Accessory to the Company at the Company's expense, in accordance with the Company's instructions and after acceptance by the Company of the conditions for returning the Product or Accessory. Under no circumstances shall the Client take any initiative in this respect. The Product or Accessory may only be returned with the prior written agreement of the Company.
7.4 Late delivery
If the Products or Accessories have not been delivered within thirty (30) days of the indicative delivery date for any reason other than force majeure or the fault of the Client, the sale may be cancelled at the written request of the Client by registered letter with acknowledgement of receipt, if after having enjoined the Company, by the same means, to make the delivery within a reasonable additional period, the Company has not complied within this period. The sale shall be deemed to have been cancelled upon receipt by the Company of the letter informing it of this cancellation, unless the Company has performed in the meantime.
Although they are indicative, the Company will use its best endeavours to comply with the delivery times mentioned at the time of the Order on the Quotation.

ARTICLE 8 GUARANTEES - REGULATIONS
The Products and Accessories sold by the Company comply with the regulations in force in France.
Products and Accessories are covered by the legal warranty provisions described in Articles 8.1 and 8.2 below, ipso jure and without additional payment, independently of the Consumer's right of withdrawal.
Legal warranties of conformity, latent defects or the commercial warranty apply exclusively to first-time Customers and are not transferable in the event of resale.
8.1 LEGAL WARRANTY OF CONFORMITY
The legal provisions of the guarantee of conformity applying to Products and Accessories sold to a Consumer are described in Appendix 1.
8.2 LEGAL WARRANTY AGAINST HIDDEN DEFECTS
8.2.1 The legal warranty for latent defects arising from a non-apparent defect in material, design or manufacture affecting the Product or Accessory delivered and rendering it unfit for use or which so diminishes its use that the Customer would not have purchased it or would have purchased it for a lesser price, applies under the terms and conditions defined below in compliance with the provisions of Articles 1641 of the French Civil Code.
The warranty is available to all customers and applies if several conditions are met:
- The defect in the Product or Accessory was hidden,
- The defect existed at the date of the Order;
- The defect renders the Product or Accessory unusable.
In this case, any Customer may submit a warranty claim to the Company within two (2) years, by registered letter with acknowledgement of receipt. The Company's warranty is limited to full reimbursement of the price of the Product or Accessory, including any costs incurred, or reduction of the price of Products or Accessories affected by a defect, at the Customer's option, in accordance with Article 1644 of the French Civil Code.
The Customer must provide the after-sales service with supporting documents to substantiate the claim: proof of Order, delivery note, expert report, etc., if applicable.
Article 1641 of the French Civil Code:
“The seller is liable for any hidden defects in the item sold which render it unfit for its intended use, or which impair this use to such an extent that the buyer would not have purchased it, or would only have paid a lesser price for it, had he been aware of them”.
Article 1648 paragraph 1 of the French Civil Code:
“The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect”.
8.2.2 The Company applies a contractual limitation of warranty for latent defects to any Customer having the status of a Professional of the same speciality under the conditions set out in Article 3 of Appendix 2.
8.3 EXCLUSIONS
All legal warranties (conformity or latent defects) are excluded in the following cases:
- Defects caused by external intervention on the Product or Accessory;
- Poor maintenance by the Customer in accordance with the Documentation;
- Non-compliant use of the Product or Accessory in accordance with the Documentation;
- Defects caused by normal wear and tear of the Product or Accessory;
- Accident;
- Force majeure.
8.4 COMMERCIAL WARRANTY
In addition to the legal warranties referred to in Articles 8.1 and 8.2 above, the Products designed and marketed by the Company are covered by a contractual warranty against any defect or fault in materials or workmanship for two (2) years from the date of delivery of the Products.
The warranty does not cover consumables such as brake pads, lights, reflectors, pneumatics, inner tubes and air caps, gas pedals, handles, bumper, decks and bearings.
The commercial warranty includes the repair or replacement of defective parts of the Product by the Company and labor.
All Products will be sent, at the Company's expense, directly to the Company's after-sales service department. The Company will then assess the Product.
Subject to the Company's prior agreement, the Product in question will either be exchanged, reimbursed or repaired. The Customer undertakes to provide the purchase invoice in order to benefit from the commercial warranty.
The present commercial warranty applies subject to :
- The Product has not been modified or altered (e.g., unboxing);
- That the Customer complies with the conditions of use and storage specified in the Documentation.
The commercial warranty does not cover :
- Replacement of wearing parts due to normal use of the Product(s);
- Maintenance operations, which must be invoiced to the Customer;
- Traffic liability insurance, which remains the responsibility of the Customer;
- Product maintenance (washing, adjustment, cleaning, etc.);
- Rental costs for a replacement Product;
- Repairs to the Product resulting from abnormal use of the Product, accident, theft, fire, natural phenomena (e.g. hail);
- Corrosion of the Product;
- Damage resulting from malicious acts or causes external to the Product;
- Defects and their consequences resulting from improper use or installation of the Product in accordance with the Documentation;
- Storage which does not comply with the provisions of the Documentation.
Replacement parts do not extend the contractual warranty period. The contractual warranty is valid only in France and covers only the Product intended for use in France. The Company declines all liability in the event of use of the Product in other countries, which remains the sole responsibility of the Customer and excludes the application of the commercial warranty and any liability of the Company whatsoever.
8.5 Regulations - compatibility of Product(s)
The Company in no way guarantees the suitability of the Product for the Customer's particular needs. The Customer acknowledges having received all information concerning the technical characteristics of the Product in the Quotation and Documentation. The Customer acknowledges that the Product is not type-approved, but that it complies with the regulations applicable to PLEV introduced into the Highway Code by Decree no. 2019-1082 of October 23, 2019
2019 relative à la réglementation des PLEV, l'arrêté modifiant l'arrêté du 16 juillet 1954 relatif à l'éclairage et à la signalisation des véhicules, l'arrêté du 22 Juillet 2021 relatif à l'avertisseur sonore des PLEV, l'arrêté du 21 juillet 2020 relatif au freinage des PLEV.
The Company does not guarantee the compatibility of the Product with any other products.

ARTICLE 9 EXEMPTION FROM LIABILITY - INSURANCE
9.1 EXEMPTION FROM LIABILITY
The Company may not be held liable in the event of non-performance or improper performance of the Contract due either to an act of the Customer, or to the insurmountable and unforeseeable act of a Third Party to the Contract, or to force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.
The Parties expressly acknowledge that the COVID-19 epidemic and its consequences are expressly recognised by them as constituting a case of force majeure. The Company declares that it is covered by civil liability insurance for the activities covered by these General Terms and Conditions.
The Company may not be held liable for any indirect, immaterial, consequential or other damage suffered by the Customer or any Third Party.
The Company declines all liability and may not be held liable for any damage caused to the Client or a Third Party due to use of the Product that does not comply with its intended purpose, under the conditions set out in the Documentation.
9.2 INSURANCE
The Company declares that it is covered by civil liability insurance for the activities covered herein.

ARTICLE 10 INTELLECTUAL PROPERTY - WARRANTIES
10.1 INTELLECTUAL PROPERTY RIGHTS
The Company remains the owner of all intellectual property rights, whether protectable or not, or declares that it holds or has the related intellectual property rights, relating to the Products and Accessories, the Brand and the Documentation provided to the Customer in performance of the Agreement (the ‘Protected Elements’).
10.2 GUARANTEES
The Company declares that, to the best of its knowledge, the Protected Items do not infringe the rights of Third Parties. It therefore guarantees the Client peaceful enjoyment of the Protected Items, whether caused by the Client or by Third Parties. Consequently, the Company will deal personally with any claim of infringement or unfair competition made by a Third Party against the Client in respect of a Product, provided that :
- The Customer has informed the Company within eight (8) days of receipt of such claim;
- The Client has used the Protected Element in accordance with these General Terms and Conditions;
- The Client entrusts the Company exclusively with the management of this dispute;
- The Client provides the Company with reasonable assistance at its own expense in settling the dispute.
Accordingly, the Company undertakes exclusively as follows in this respect:
- To pay all defence costs, fees and expenses;
- The assumption of all damages and interest to which the Customer may be condemned in the final instance;
- It shall retain all damages and interest that the Customer may obtain from a final court decision;
- Replacing or modifying the infringing elements of the Protected Element at no cost to the Customer; or obtaining from the Third Party the right for the Customer to continue using the Protected Element at no additional cost to the Customer.
This guarantee is exclusive of any other damages and interest to which the Customer may be entitled, such as loss of image, notoriety, loss of turnover, etc.

ARTICLE 11 AFTER-SALES SERVICE
Any claim made by the Customer under the legal and commercial guarantees or any other matter must be made to the Company's after-sales service at the following e-mail address: contact@curvway.com or by post to the following address: SAV CURVWAY, 20 Boulevard Eugène Deruelle 69003 LYON.

ARTICLE 12 PROTECTION OF PERSONAL DATA
For the purposes of this clause, the terms ‘Controller’, ‘Personal Data’, ‘Processing’, ‘Purposes of Processing’, ‘Processor’ shall have the meaning given to these terms in Regulation (EU) No. 2016/79 of the European Parliament and of the Council of 27 April 2016 repealing Directive 95/46/EC, applicable from 25 May 2018 (hereinafter the ‘Regulation’).
The Data Controller is the Company, whose identity and contact details are set out in Article 1 hereof.
Under the terms of the Contract, the Company will be required to collect the following Personal Data:
- From a Customer who is a Professional: first and last name, telephone number, professional contact e-mail address, professional telephone number;
- From a Customer who is a Consumer: surname, first name, personal e-mail address, telephone number, postal address, delivery address.
The Company collects and Processes the aforementioned Personal Data for the following Purposes:
- Carry out operations relating to the management of the contractual relationship with the Customer and the monitoring of the commercial relationship;
- Manage requests for access, rectification and opposition rights;
- To manage disputes.
The Personal Data collected is processed lawfully, fairly and transparently.
It is adequate, relevant and limited to what is strictly necessary for the Purposes of Processing.
The Company undertakes to process Personal Data solely for the Processing Purposes described above and in accordance with the Regulation.
The Client acknowledges that it has the right to withdraw its consent at any time.
The Company undertakes to:
- Guarantee the confidentiality of the Personal Data processed Personal Data processed,
- Ensure that the persons authorised to process Personal Data undertake to? Personal Data undertake to? respect confidentiality? or are subject to? an appropriate legal obligation of confidentiality? and receive the necessary training in the protection of Personal Data. Caractère Personnal
- Take into account, with regard to its tools, products, applications or services, the principles of protection of Personal Data from the outset and of protection of Personal Data by default, and more generally take into account all the measures required by the Regulation.
The Customer whose Personal Data is collected has the right :
- To ask the Company for access to the Personal Data, for it to be rectified or erased, or for the Processing to be restricted,
- Ask to object to the Processing
- Request the portability of their Personal Data,
- lodge a complaint with a supervisory authority.
The Customer may obtain a copy of his Personal Data, on specific request to the Company, and forward it to another Data Controller. All requests must be addressed to the contact details indicated in Article 1.
The Company shall notify the Client of any breach of Personal Data by any means within a maximum of seventy-two (72) hours of becoming aware of it, as well as to the competent supervisory authorities.

ARTICLE 13 APPLICABLE LAW
The Contract is subject to French law.

ARTICLE 14 COMPETENT COURT
The competent courts are defined in Annexes 1 or 2 for a Customer who is a Consumer or a Professional.

ARTICLE 15 MISCELLANEOUS PROVISIONS
If one or more of the stipulations herein are held to be invalid, or declared to be invalid in application of a treaty, law or regulation, or following a decision by a competent court, the other stipulations shall retain all their force and scope. The Parties will then proceed without delay to make the necessary changes, respecting as far as possible the agreement existing at the time the Contract was formed. Any tolerance granted by one of the Parties with regard to the performance by another of any of the obligations arising hereunder shall not be considered, regardless of its duration, as a waiver of its rights and as exempting this other Party from performing the obligation(s) concerned in the future under the terms and conditions of the Contract.