Clickar

General Terms and Conditions of Sale

V201908

These General Terms and Conditions of Sale are issued by:

LEASYS France, a simplified joint-stock company (société par actions simplifiée) with a share capital of 3,000,000 euros, having its registered office at 2/10 Boulevard de l'Europe, CS30183 - 78300, Poissy, registered with the Versailles Trade and Companies Register under number 413 360 181.

Definitions

The following terms (capitalized) shall have the meanings defined below (whether used in the singular or plural):

1. Purpose

LEASYS France offers automotive professionals the resale of used vehicles through the Clickar online tool.

The GTCS apply to all sales of Vehicles conducted via Clickar. Any order of a Vehicle on Clickar implies the Buyer's unreserved acceptance of the GTCS, which prevail over any other document from the Seller in the Buyer's possession, and over any other document from the Buyer, unless a specific, prior, and written derogatory agreement is made between the Seller and the Buyer.

The GTCS must be systematically validated with every new order on Clickar.

LEASYS France reserves the right to modify these GTCS at any time and without notice.

2. Identification and Contact

Sales are carried out by LEASYS France, the owner of the Vehicles.

3. Registration of the Buyer and Approval by LEASYS France

LEASYS France is the manager of Clickar.

Any automotive professional wishing to access Clickar must apply directly on the Clickar platform and provide:

• • The necessary identification elements as requested, namely:
  • A K-Bis extract (less than three months old);
  • A Bank Identity Statement (RIB);
  • A copy of the manager's identity document;
  • The intra-community VAT number.
  • The list of Authorized Persons: title, last name, first name, email address.

The update of this list, and particularly the subsequent removal of an Authorized Person, is the sole responsibility of the Buyer, who must notify LEASYS France by registered letter with acknowledgment of receipt (RAR).

Any incomplete registration request will be suspended until validation by LEASYS France of all required documents and information.

After validation of their registration by LEASYS France, the Buyer may access Clickar to purchase Vehicles under the conditions described below, using the username and password provided by LEASYS France.

LEASYS France reserves the right, without having to justify its decision, to refuse the registration of any legal entity it deems does not meet the necessary criteria for the purchase of a Vehicle, or to terminate the Buyer's registration on Clickar at any time.

LEASYS France may at any time request the Buyer to update the documents provided during registration and may interrupt the Buyer's registration on Clickar if said documents are not provided.

LEASYS France reserves the right to suspend access to Clickar for a Buyer without notice in case of non-compliance with these GTCS.

The GTCS are accessible at all times on Clickar.

4. Connection to Clickar

4.1 Identification

LEASYS France provides each Buyer whose registration has been validated with a username and password for each Authorized Person. Authorized Persons can change their password directly on Clickar.

The usernames and passwords assigned to Authorized Persons are strictly personal and confidential. Each Buyer guarantees that Authorized Persons will respect the confidentiality of their username and password, which must under no circumstances be disclosed to a third party (including LEASYS France personnel).

Any order placed on Clickar using a valid username and password is deemed to come from the Authorized Person to whom they belong and therefore binds the Buyer. The Buyer bears all direct or indirect consequences of the use of access codes belonging to these Authorized Persons by third parties.

4.2 Availability

Given the specific nature of the internet, LEASYS France reserves the discretionary right at any time to temporarily or permanently close Clickar. No claim relating to the closure of Clickar and its consequences will be admissible.

5. Terms of Sale

Orders for Vehicles presented on Clickar are made exclusively via Clickar.

5.1 Characteristics and Presentation of Vehicles Offered for Sale

Vehicles offered for sale are sold "as is" and do not undergo any servicing or reconditioning prior to being put on sale. However, they all undergo a technical evaluation by independent third parties in static mode. This evaluation takes into account bodywork defects but does not include mechanical or electrical components, whose potential defects are deemed undetectable by the Seller, unless expressly stated otherwise in the sales offer. Each sales offer on Clickar includes, for information purposes, the bodywork defects mentioned in the evaluation report. The mileage of the Vehicles is not guaranteed.

5.2 Sale

5.2.1 Auctions

The purchase of a Vehicle by the Buyer can only be done electronically on Clickar, after the Buyer's acceptance of these GTCS. The Buyer may only purchase a Vehicle in their own name and on their own behalf.

The price of the Vehicle is exclusive of ancillary costs and does not include, in particular, registration fees, fuel costs, or any other costs necessary for the transport or putting into circulation of the Vehicle.

LEASYS France sets an auction period and a starting price for each presented Vehicle. The price of the Vehicle is inclusive of VAT (TTC) and includes the Vehicle described in the offer with its standard equipment and the described options.

At the end of this auction period, LEASYS France will accept the highest purchase proposal, provided it exceeds the Reserve Price of the Vehicle.

• • If the highest purchase proposal reaches the Reserve Price set by the Seller, the Buyer is informed that the Reserve Price has been met and that their proposal is accepted.
  • If the highest purchase proposal does not reach the Reserve Price, the Seller may either refuse the proposal or lower the Reserve Price and accept the proposal, in which case the vehicle is assigned to them within 12 hours after the closing of the sale session.

Upon acceptance, the Buyer receives a confirmation email and the Seller's bank details (RIB) for payment. The sale is concluded upon sending this email, subject to the condition subsequent of payment within the conditions set in Article 5.3.

5.2.2 Fixed Price / Showcase Sales

The purchase process is similar to the auctions: electronic purchase on Clickar, acceptance of GTCS, and purchase in the Buyer's own name. The price is inclusive of VAT and covers the described Vehicle. The sale is finalized upon the sending of the confirmation email, subject to payment.

5.3 Terms of Payment

The price is payable in full within 48 hours of purchase confirmation. Payment must be made exclusively by bank transfer from the account whose RIB was provided during registration.

Delivery is subject to the receipt of funds in LEASYS France's bank account. Failing the Seller's exercise of the right to resolve the sale (Article 7.1), any unpaid sum after 48 hours may incur penalties at three times the legal interest rate, plus a fixed recovery fee of forty (40) Euros.

The Buyer is strictly prohibited from carrying out any administrative registration formalities until the price and any additional costs have been paid in full. Upon receipt of payment, LEASYS France will issue the invoice and the collection authorization. LEASYS France will also provide the registration certificate ("carte grise") stamped/signed and the bill of sale.

No third-party payments (payment delegation, etc.) will be accepted.

5.4 Delivery / Transport / Collection

5.4.1 Timeline

Vehicles are available within a minimum of 48 hours after the collection authorization is issued. The Buyer has 10 working days to collect them. Beyond this, storage fees of €10 (excl. VAT) per day per Vehicle will be charged.

5.4.2 Conformity of the Vehicle

At the time of collection, the Buyer, their representative, or carrier must check the mileage and conformity of the Vehicle. Any anomalies not mentioned in the description must be reported immediately to LEASYS France and noted on the transport/exit slip. No claims will be accepted beyond ten (10) days after collection. In case of a claim, the Seller may appoint an independent expert within eight (8) days. Anomalies related to mileage, age, or normal wear and tear will not be considered. No claims are allowed once the Vehicle is delivered or if costs have been incurred by the Buyer without written consent from the Seller.

5.4.3 Putting the Vehicle into Circulation

Buyers are reminded that Vehicles are sold "as is" without prior servicing. As automotive professionals, Buyers must ensure the proper functioning of the Vehicle before use on public roads. The Seller declines all liability for damages caused by the Vehicle due to malfunction or lack of maintenance.

5.5 Transfer of Risk and Ownership

The transfer of risk occurs upon collection (signature of the transport slip). The transfer of ownership occurs on the Payment Date. The Buyer expressly accepts this retention of title clause.

6. Seller's Obligations and Liability

The Seller agrees to deliver the Vehicle according to the online sale terms and provide necessary administrative documents upon full payment.

As Vehicles are sold "as is" exclusively to automotive professionals, the Seller expressly excludes the warranty for hidden defects (vices cachés) under Articles 1641 et seq. of the Civil Code. The absence of mention of mechanical or electrical defects shall not be considered a fraudulent maneuver.

In any event, the Seller's liability shall not exceed the pre-tax (HT) purchase price of the Vehicle. Abusive claims may result in the termination of Clickar access.

7. Termination of the Sale

7.1 At the Seller's Initiative

The Seller may resolve the sale if payment is not received within seven (7) days of the confirmation email. In such cases, the Buyer will owe a fixed penalty of €1,500 plus storage fees, without prejudice to other damages (such as loss of Vehicle value).

7.2 At the Buyer's Initiative

If Delivery does not occur within 30 days of the Payment Date, the Buyer may cancel the sale via registered letter (RAR), unless the delay is due to force majeure or the Vehicle was made available before the letter was received. Termination results in a refund of the price paid.

8. Dispute - Evidence Agreement

In case of dispute, computer records relating to the order shall prevail over paper reproductions or subsequent written confirmations.

9. Miscellaneous Provisions

9.1. Severability

In the event that any of the provisions of these GTCS are held to be null, void, unenforceable, or invalid, particularly regarding warranty exclusions and limitations of liability, the remaining provisions shall remain valid, applicable, and enforceable.

9.2. Personal Data

The personal data collected by LEASYS France, as the data controller, during the Buyer's registration on Clickar or during a Vehicle sale, are necessary for the execution of the sale and are subject to electronic processing for customer management purposes. They are kept for the duration of the contractual relationship plus the legal retention and limitation periods. The recipients of this data are LEASYS France, notably for control or reporting purposes.

In accordance with Law No. 78-17 of January 6, 1978, "Information Technology and Liberties" as amended, and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (GDPR), the Buyer has a right of access, rectification, and correction of data concerning them, as well as the right to object to the processing of such data for legitimate reasons or to its use for commercial prospecting purposes, by contacting:

• Remarketing Department – 2/10 Boulevard de l’Europe, CS30183 - 78300 Poissy
• Email address: remarketing.fr@leasys.com

To satisfy legal and regulatory obligations, information concerning the lessee may be transmitted upon request to legally authorized supervisory, regulatory, and judicial authorities, particularly within the framework of the fight against money laundering and the financing of terrorism.

9.3. Compliance

The data provided during the request for access to Clickar will be regularly compared with international sanctions lists, asset freezing lists, or lists for the prevention of terrorism financing applicable to the Sellers.

Compliance with these rules constitutes an essential obligation for the Seller, without which the Seller would not have entered into the contract.

In the event of a positive match on any of these lists, the Seller reserves the right not to perform its contractual obligations, including the Delivery of ordered Vehicles, in order to comply with the aforementioned rules, and to terminate the commercial relationship with the Buyer by operation of law.

The Buyer undertakes to comply in all circumstances with the applicable tax regulations, particularly those relating to the export of Vehicles. In this regard, the Buyer shall ensure that the sales volume does not exceed the threshold authorized by the tax authorities.

9.4. Force Majeure

Events of force majeure are considered to be those habitually recognized by French case law, namely any unpredictable, irresistible, and external event preventing the proper performance of the GTCS.

The party whose obligations are affected by a case of force majeure must inform the other party in writing as soon as possible, justifying the force majeure nature of the event that makes it impossible to undertake or continue all or part of its obligations.

In the event that the case of force majeure is not contested by the receiving party, the obligations of the notifying party are suspended for the duration of the force majeure event. Each party must implement any temporary measure aimed at reducing as much as possible the consequences of this case of force majeure on the contractual relationship.

If the case of force majeure should last more than one (1) month, either party shall be entitled to terminate, by operation of law and with immediate effect, the concerned order(s), or even the contractual relationship, by registered letter with acknowledgment of receipt addressed to the other party.

9.5. Accessibility to Clickar

LEASYS France endeavors to allow access to Clickar during auction periods, except in cases of force majeure or an event beyond the control of LEASYS France, and subject to any maintenance interventions necessary for the proper functioning of Clickar. Consequently, LEASYS France cannot guarantee permanent availability of Clickar. In case of temporary access difficulty, the Buyer is invited to contact LEASYS France by email at remarketing.fr@leasys.com.

Access to Clickar requires the use of computer hardware and an Internet browser by the Buyer. LEASYS France shall not be held liable in the event of an update to Clickar resulting in incompatibility with the hardware or the browser version used by the Buyer.

LEASYS France implements all appropriate security measures, according to market standards, to ensure the protection and storage of data entered by the Buyer on Clickar. Access to this data is limited to LEASYS France and its partners who need to know it for the management of Clickar. The Buyer acknowledges that LEASYS France cannot guarantee absolute data security, particularly during its transfer via Internet communication. Consequently, LEASYS France cannot be held liable in the event of misappropriation, interception, or corruption of data occurring during its transfer over public telecommunication networks.

LEASYS France reserves the right to suspend or interrupt the operation of Clickar without any liability being incurred.

9.6. Intellectual Property

LEASYS France does not grant any license for all or part of the content of Clickar, nor any right other than the benefit of access to Clickar under the conditions described in these GTCS.

The presentation and content of Clickar constitute a work protected by intellectual property law. Intellectual property rights over the components of Clickar (including software, databases, figurative or semi-figurative trademarks, photographs) are the exclusive property of LEASYS France or a third party that has granted usage rights to LEASYS France. No reproduction and/or representation of these components may be made without the prior written consent of LEASYS France.

Any unauthorized exploitation of Clickar or its content, or of any information disclosed therein, without prior written agreement from LEASYS France, shall incur the user's liability and constitute an infringement punishable under the Intellectual Property Code.

10. Law and Jurisdiction

The GTCS and the sales contracts concluded via Clickar are subject to French law.

Any action that the Buyer may initiate by reason of the use of Clickar or the acquisition of a Vehicle via Clickar must be initiated within sixty (60) days from the date the collection authorization was sent.

The Commercial Court of Versailles shall have exclusive jurisdiction over any dispute relating to the validity, interpretation, or execution of the GTCS as well as any Vehicle sales contract.