General terms and conditions

ROLL &GO

Applicable to the sale of motorised personal transport equipment

 

1. Preamble

1.1 The present general conditions of sale apply to the relationship between ROLLANDGO SARL (hereinafter ‘RAG’ or the ‘Seller’) and its clients (hereinafter ‘Client’) relating to the sale, delivery and commissioning of Electric Transporters (hereinafter ‘Material(s)’). Any order for Material(s) implies unreserved acceptance of these general terms and conditions, to the exclusion of any general terms and conditions of purchase or special terms and conditions of the Customer.

1.2 These general terms and conditions may only be departed from by an express agreement confirmed in writing and signed by both parties.
Failing this, no clause appearing on order forms, correspondence or the Buyer’s general or special terms and conditions may modify these general terms and conditions. Clauses or conditions appearing on letters, invoices or other documents issued by the Client that are not in agreement with these conditions are not enforceable against RAG.

1.3 The fact that RAG does not avail itself at a given time of any of these General Terms and Conditions or of the rights resulting therefrom for it, cannot be interpreted́ as a waiver to avail itself of them at a later date.

1.4 All verbal information or clarifications from RAG must be confirmed in writing in order to acquire contractual value.

1.5 If any provision hereof is held to be invalid or unenforceable, it shall be deemed not to have been written, without this affecting the validity of the other provisions. The parties shall replace the invalid provision with one that achieves, as far as possible, the same economic result.

 

2. Subject matter and conclusion of the contract

2.1 The information contained in catalogues, prospectuses, advertisements or any correspondence from RAG prior to the offer is given for information purposes only. The same applies to images, photographs, diagrams and texts describing the equipment.

2.2 The period of validity of RAGýs offers or quotations is specified in their commercial and financial conditions. Otherwise, they are valid for 30 days.

2.3 The Customer confirms his order by returning this approved and signed offer and/or quotation to RAG without having made any changes, deletions or additions of any kind whatsoever. If the Client considers that the quotation is incomplete or inaccurate, he must make his observations known and request a new quotation.

2.4 The object and content of the sale are set out in the order confirmation issued by RAG or, failing this, in the offer or quotation drawn up by RAG (hereinafter referred to as the Contract).

2.5 Any training of the customer’s operating personnel shall be specified in the quotation.

2.6 RAG reserves the right́ during the execution of the Contract, to modify the supplies insofar as the functionalities and visual aspects defined in the Contract are respected.

 

3. Cancellation

3.1 If the Customer cancels the order after RAG has confirmed it, the Customer shall owe RAG compensation set at 30% of the value of the order, but not less than the amount of the costs already incurred.

3.2 The Customer who is eligible for the provisions of article L. 221-3 of the Consumer Code relating to the right of withdrawal and who wishes to benefit from these provisions, undertakes to inform RAG before any order is issued.

4. Research and projects
   4.1 RAG retains the intellectual property of its studies and projects and these may not be communicated to third parties or executed without its written consent.

4.2 Under no circumstances will detailed plans for the manufacture of the Material be supplied to the Customer. RAG’s responsibility for the final installation or dimensional drawings is limited to the accuracy of the dimensions and weight of the Material supplied.

 

5. Terms of payment, late payment

5.1 The prices stated on RAG’s invoices must be paid in EUR at RAG’s registered office and, unless otherwise agreed, within 30 days net by bank transfer from the date of the invoice.

The conditions and timetable for payment of supplies and associated services are specified in the order confirmation or, failing this, in the commercial and financial conditions of the offer.

5.2 In the event of payment by bills of exchange, these must be returned to RAG duly accepted within a maximum of 10 days of receipt of the invoice.

5.3 The final price shall be that stated on RAG’s order confirmation. Any objections to RAG’s invoices must be made in writing within ten days of receipt. Failing this, they shall be inadmissible.

5.4 Without prejudice to the provisions of article 13 below, late payment of any sum due to RAG shall automatically, from the day following the due date of the invoice and without the need for a formal notice, result in the application of late payment interest at the ECB rate plus 10 points, but not less than 3 times the legal interest rate in force. In addition, the Customer will be liable, for each unpaid invoice, for the fixed indemnity for collection costs set by article L 441-10 of the French Commercial Code.

5.5 In the event of proven non-payment by the Customer, i.e. 8 days after a formal notice of default has remained without effect, RAG may suspend deliveries and invoice the Customer for the costs incurred by this suspension, in particular financial and storage costs.

 

6. Delivery time, late delivery, penalties for late delivery

6.1 Unless otherwise agreed, the delivery period shall commence as soon as the order has been confirmed and provided that the customer has supplied all the necessary documents and authorisations, paid any agreed deposit and all technical problems have been resolved.

6.2 In any event, RAG is released from any obligation to deliver in the following cases:
– the Customer does not have suitable premises at the time of arrival of the Material ;
– non-payment of any sum due to RAG.
In these cases, the delay does not entitle the Customer to terminate the Contract, refuse the Material and/or claim damages.

6.3 In case of late delivery, RAG may provide the Customer with breakdown equipment pending delivery of the Equipment which is the subject of the Contract. Failing this and if the delay is attributable to RAG, the Customer shall be entitled to claim compensation for the loss suffered, set for each week of delay at a flat rate of 0.5% of the price of the Material delivered late, which sum may not exceed 5% of the price of the Material concerned and/or to give RAG formal notice to deliver the planned Material within a reasonable period and with the express indication that, if delivery does not take place within this period, it reserves the right to terminate the Contract. Such termination shall be without compensation to either party.

Any other claim by the Customer based on late delivery is excluded, including any claim for damages.

6.4 In the event of late delivery caused by the Customer, the costs resulting from additional handling, storage and transport will be borne by the Customer and will be subject to additional invoicing.

6.5 If the Customer requests a postponement of the initially scheduled delivery date, RAG shall be entitled to claim compensation set at a flat rate of 0.5% of the price of the Material concerned per week, starting from the 15th day of the postponement. After 2 months of late delivery attributable to the Customer, RAG will give the Customer formal notice to take delivery of the Material and if delivery is refused, RAG will have the right to terminate the Contract by registered letter with acknowledgement of receipt, without the Customer being able to claim any compensation for this, RAG retaining all its rights as a result of this termination of the Contract attributable to the Customer.

 

7. Transport and risk transfer

7.1 Unless otherwise specified in the offer, the Materials shall be transported to the Customer’s premises and unloaded by RAG or any person duly authorised by RAG. The Customer shall ensure that there is a practicable access route for lorries to the hall where the Materials are unloaded and shall provide the necessary equipment for unloading.

7.2 Unless otherwise stipulated, the transfer of risk for the Materials takes place on the day of shipment. The costs and risks of transport shall therefore be borne by the Customer and RAG shall not be liable for any damage, breakage, deterioration or loss occurring during transport. However, at the customer’s request, RAG may insure the shipment at the customer’s expense against the risks designated by the customer. RAG undertakes to assign to the Customer any recourse against the carrier. If it appears that the Material has suffered damage during transport, the Customer undertakes to notify the carrier of the justified protest within the time limits and conditions provided for by law (in particular within the three-day period provided for in art. L 133-3 of the French Commercial Code).

 

8. Non-conformances, returns, acceptance

8.1 The Customer must check that the Material is in good condition as soon as it is delivered and that it conforms to the specifications as soon as it is put into service. The Customer must make any complaint in writing concerning the non-conformity or poor condition of the Material within 48 hours of delivery or commissioning. After this period, no claim for non-conformity may be made. Products delivered must be accepted by the Customer if they have minor defects, i.e. defects that do not affect the operation of the Material.

8.2 Any return of Material must be authorised in advance by RAG.

8.3 The Material is accepted once it has been commissioned by RAG and its correct operation has been checked.

 

9. Warranty
   9.1 RAG contractually guarantees the Material against manufacturing or material defects that would make normal use impossible within the limits of these dispositions, which exclude and replace the legal guarantee, insofar as this is legally possible.

9.2 The contractual warranty period offered by RAG for its products runs from the date of delivery and is 12 months.

9.3 In all cases, the warranty is exclusively limited, subject to the additional costs resulting from the removal of the Material, either to the replacement of the Material or the defective parts, or to their repair in France. Technical interventions under the terms of the guarantee do not give entitlement to an extension of the guarantee or to damages. Replaced Material shall once again become the property of RAG.

9.4 During the contractual warranty period, the Customer must not, without the written consent of RAG, modify, assemble and/or replace or make additions to the Material, other than standard modifications carried out by RAG and/or the Supplier. These modifications or additions must only be made using original ROLLANDGO parts, failing which no contractual or legal guarantee can be invoked.

RAG cannot be held responsible for any interference that these modifications or additions may have on the operation, safety, performance or value of the Material.

9.5 With regard to spare parts, no part may be returned to RAG without its prior agreement. Any complaint must reach RAG within 15 days of receipt of the part. Parts accepted for return must be sent to RAG in their original packaging, with the delivery note and at the customer’s expense. Parts not included in the RAG price list, as well as electronic components or assemblies, cannot be returned or exchanged. Any standard exchange part not returned within fifteen days of receipt by the customer will be invoiced at the price list price (new part).

9.6 The contractual or legal guarantee is excluded in the following cases:
– non-payment by the Customer of any sum due to RAG ;
– force majeure ;
– normal wear and tear or damage resulting from a lack of maintenance or supervision, incorrect use, dismantling, even temporary incorrect use, deliberate deterioration or use that does not comply with RAG’s or the manufacturer’s specifications, modification or repair of the Material by someone other than a RAG technician;
– scrapping of the Material;
– the breaking of seals placed on certain components or control material;
– the transfer of the warranty to third parties, unless agreed by RAG.

For equipment and parts manufactured by third parties, the only warranty granted by RAG is the assignment of all actions and warranties against the manufacturers.

9.7 Warranty claims, whether contractual or statutory, must be notified within 3 months of the date of discovery of the defect or fault.

 

10. Retention of title
    10.1 For all sales concluded between RAG and the customer, the transfer of ownership is suspended until full payment of the price and accessories by the customer who is obliged to do so. Until such time, the Customer may not dispose of the Material sold and must immediately inform RAG of any action by a third party whose purpose or effect is to infringe RAG’s right of ownership.

10.2 The reservation of ownership is implemented by simple registered letter with acknowledgement of receipt. It does not affect RAG’s right to demand the compulsory execution of the Contract or its termination. In the latter case, the Customer shall be required to pay a lump sum equal to 20% of the total amount of the Contract by way of damages; any partial payments made by the Customer shall be deducted from this sum.

10.3 The Customer may only resell the Material if it is not in arrears with its payments, and if it has itself stipulated a retention of title clause as binding as the present one with its purchasers. In the event of resale of the Materials before full payment has been made, the sale between RAG and the Customer shall be terminated automatically and the Materials shall be deemed to have been resold on behalf of RAG.

 

11. RAG’s liability

11.1 In all cases in which RAG is liable as a result of its relationship with the customer, whether due to recommendations or advice before or after the conclusion of the contract, non-performance or defective performance or any other breach of contract, including as a result of instructions given with regard to care and maintenance and/or as a result of guarantees owed by RAG, the provisions of this article alone shall apply.

11.2 The supplier’s liability is excluded in the following cases :
– in the event of damage resulting from a lack of maintenance and supervision and, in general, from any handling that does not comply with the manufacturer’s written instructions (the instructions for normal use of which appear in the instruction manual) or with the regulations in force ;
– if the material is modified or repaired by the purchaser or at the purchaser’s request by a third party, without the seller’s prior written agreement;
– if parts or components are used without the agreement or qualification of the seller;
Customer’s signature
– for defects resulting in whole or in part from normal wear and tear of the part, deterioration or accidents attributable to the purchaser or an unauthorised third party;
– in the event of defects resulting from parts supplied by the purchaser and incorporated at his request during manufacture;
– in the event of faults committed by the purchaser in the performance of the contract;
– in the event of force majeure as defined in article 12.

11.3 The Seller’s civil liability, for all causes with the exception of personal injury and gross negligence, is limited to the sale price excluding VAT of the Material concerned. RAG does not guarantee any other damages (in particular loss of profit, loss of production, reimbursement of unnecessary expenses and any other indirect damages), except in the following cases:
– gross negligence or gross misconduct ;
– concealment of hidden defects or of defects the absence of which had been guaranteed;
– personal injury or death;
– claims based on product liability.

11.4 In any event, the seller is not obliged to compensate for immaterial or indirect damage, such as operating loss, loss of profit, loss of opportunity, commercial loss, loss of image, loss of earnings, etc. The seller is not obliged to compensate for such damage. The seller is not obliged to compensate for such damage.

In the event that the penalties and indemnities provided for have been agreed by mutual agreement, they will have the value of a fixed indemnity in settlement of all accounts and will be exclusive of any other penalty or compensation.

11.5 In addition, the Customer waives and undertakes to have its insurers waive any recourse against RAG and/or its insurers beyond the limits and exclusions set out in these General Terms and Conditions.

 

12. Force majeure
    12.1 Neither party may be held responsible for its delay or failure to perform any of its obligations if this delay or failure is the direct or indirect effect of an event of force majeure making performance impossible or more onerous, such as, but not limited to: the occurrence of a natural disaster, earthquake, storm, fire, flood, conflict, epidemic, war, terrorist attack, act of terrorism, lock-out, total or partial strike at RAG or its suppliers, subcontractors, service providers, transporters, public services, etc.; injunction from the public authorities (prohibition of the use of the services of RAG or its suppliers, subcontractors, service providers, transporters, public services, etc.). The parties shall inform the other party of any such events.

12.2 Each party shall inform the other party, without delay, of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of the contract.

The parties must consult each other as soon as possible in order to examine in good faith the consequences of force majeure and to consider by mutual agreement the measures to be taken.

12.3 If the circumstances of force majeure last for more than three months, either party may terminate the contract in writing without compensation on either side.

 

13. Termination for non-performance

In the event of non-payment of the price or in the event of a serious breach by one of the parties of an essential obligation, the party suffering the breach may request termination of the contract, without any judicial formality being required, 30 days after a simple formal notice specifying the alleged breach and the wish to terminate by virtue of this article has remained without effect. Offers of payment or performance subsequent to termination, payment or performance after the time limit set, shall not deprive the party initiating termination of the right to declare or maintain the termination incurred.

No price reduction requested on the basis of article 1223 of the Civil Code may be applied without the prior and express agreement of the Seller.

 

14. Health, safety and the environment

14.1 The Customer, as a user, is obliged to comply with the rules applicable to safety and the environment, in particular those relating to collective protective equipment and individual protective equipment when using the Equipment. It is the Customer’s responsibility to carry out periodic general inspections and to check the protective equipment in accordance with articles R 4323-99 to R 4323-103, R 4535-7 and R 4721-12 of the French Labour Code. RAG declines all responsibility in the event of non-compliance and non-application by the Customer of the safety and environmental regulations in force.

14.2 RAG shall remove Hazardous Industrial Waste (HIW). This service is invoiced on the basis of a percentage of the costs of the Spare Parts.

 

1. 15. Intellectual property, confidentiality
       15.1 The know-how and software used in the design of the ROLLANDGO material or integrated into this material remain the exclusive property of the manufacturer or its suppliers, whether or not they are protected by industrial property rights.

15.2 The Customer will treat as strictly confidential, during and after the term of the Agreement, and will refrain from disclosing any information, data, formulae, in particular technical or conceptual, of which it may become aware in connection with the Agreement. For the application of this clause, the customer is responsible for its employees and agents as well as for itself.

 

16. Data Protection

16.1 ROLLANDGO declares that the personal information provided by the Customer when placing an order is subject to computer processing in a file intended for customer management and order processing. ROLLANDGO undertakes not to disclose any nominative data or information relating to the Customer and undertakes to process personal data in accordance with the provisions of Regulation 2016/679 of the European Parliament on the protection of individuals with regard to the processing of personal data and on the free movement of such data of 27 April 2016, which came into force on 25 May 2018 hereinafter referred to as the ‘GDPR’ and repealing Directive 95/46/EC hereinafter referred to as the ‘Personal Data Protection Act’. ROLLANDGO also declares that it complies with the provisions of LAW no. 2018-493 of 20 June 2018 on the protection of personal data.

16.2 ROLLANDGO expressly informs the Customer of the collection, processing and use of personal data insofar as this is necessary for the performance of the present. The Customer consents to ROLLANDGO recording, transmitting, deleting and blocking its data insofar as this is necessary for the performance of the purpose of this Agreement. This data allows ROLLANDGO to provide the Customer with the necessary assistance and remains the Customer’s sole responsibility.

16.3 At the time of the order, the Customer consents to the Vendor using the contractual data (company, name, first name, street number, postal code, place) to transmit its data to third parties in the strictly necessary context of the execution of the sales contract, subject to a strict obligation of confidentiality, notably in the context of a solvency check.

16.4 The data collected by ROLLANDGO and its distribution partners may be used for commercial follow-up purposes.

16.5 In accordance with the relevant legal obligations, the Customer is entitled to :
– free information on their registered data ;
– the permanent possibility of correcting, blocking and/or deleting this data;
– to oppose or revoke at any time the use of the data for advertising purposes.

By simple written request to ROLLANDGO addressed to contact@happyscoot.com and indicating the company, the name, the complete address and possibly the customer number, free of charge for the latter.

 

17. Disputes, Applicable Law and Settlement of Disputes

The Contract is governed and interpreted in accordance with French law. The Vendor and the Customer undertake to attempt to settle their differences amicably before any other recourse. In the absence of an amicable settlement, the Commercial Court of Brest shall have sole jurisdiction, although RAG reserves the right to refer the matter to the Court of the Customer’s registered office.