General sales conditions B2B

AXP Racing SARL

9 Allée des Cabanes

33470 Gujan-Mestras – France

SIREN: 429 582 307

Trade Register (RCS): Bordeaux

VAT number: FR83429582307

Share capital: €7,622

Legal representative / Managing Director: Aurélien Szulek

E-mail: contact@axpracing.com

Website: www.axp-racing.com

1. Scope

These B2B General Terms and Conditions of Sale apply to any sale of Products made by AXP Racing SARL to any professional customer, including distributors, resellers, wholesalers, importers, workshops, dealers or any other operator acting in the course of its professional activity.

Any order implies unconditional acceptance of these B2B Terms.

Unless expressly agreed in writing by AXP Racing, no purchasing terms of the Customer shall prevail over these Terms.

2. Products

The Products marketed by AXP Racing are described in its catalogues, price lists, quotations, technical sheets or commercial communications.

Technical data, visuals, drawings, dimensions, finishes and colours are provided for information purposes only.

3. Orders

Any order must be placed in writing or through a channel accepted by AXP Racing.

An order becomes final only after express acceptance by AXP Racing.

Any accepted order is firm and final.

4. Prices

Prices are expressed in euros (€), excluding taxes, unless otherwise stated.

Unless otherwise agreed in writing, sales are deemed concluded EXW – shipping site under Incoterms® 2020.

As the Products are shipped from the Czech Republic through PD PRODUCTION SRO, transport, insurance, customs, import and local tax costs remain the responsibility of the Customer, unless otherwise agreed in writing.

5. Payment

Accepted payment methods are determined by AXP Racing.

AXP Racing may require:

- advance payment;

- a deposit;

- a bank guarantee;

- or any other security appropriate to the commercial risk.

No set-off or deduction may be made by the Customer without AXP Racing’s prior written approval.

6. Late payment

Any late payment shall automatically and without prior notice result in:

- all outstanding sums becoming immediately due and payable;

- late payment penalties at a rate of 1.5% per month, provided this rate is not lower than the applicable legal minimum;

- the statutory fixed compensation of €40 for collection costs.

AXP Racing also reserves the right to suspend any ongoing delivery or require cash payment before any new shipment.

7. Delivery

Products are shipped from the Czech Republic through PD PRODUCTION SRO.

Carriers used include: FedEx, UPS, DPD and DHL.

Delivery times are provided for information purposes only. A delivery delay shall not justify cancellation of an order, refusal of goods, withholding of payment or penalties, unless otherwise agreed in writing.

8. Claims

Any claim relating to an apparent non-conformity, damage, shortage or reference error must be submitted in writing within a maximum period of 7 calendar days from receipt.

After this period, the Products shall be deemed accepted without reservation.

9. Retention of title

AXP Racing retains ownership of the Products until full payment of all sums due, including principal, interest, costs and ancillary charges.

10. AXP Racing Commercial Warranty – 1 year

In addition to any applicable statutory warranties and subject to the exclusions provided herein, AXP Racing offers a one (1) year commercial warranty from the date of purchase of the Product.

This warranty covers exclusively, subject to validation by AXP Racing:

- abnormal premature breakage;

- abnormal fractures;

- abnormal structural failures;

- or abnormally poor durability or resistance considering normal and proper use of the Product.

This warranty does not cover in particular:

- normal wear and tear;

- cosmetic damage;

- damage caused by impact, fall, collision, projection, tearing or any external event;

- damage resulting from abnormal, excessive, extreme, unsuitable or improper use;

- installation errors, incorrect tightening or improper fitting;

- vehicle / product incompatibilities;

- Products modified, altered or repaired without prior approval;

- indirect damage or damage caused to other parts.

Any claim remains subject to analysis of the Product and the express approval of AXP Racing.

If accepted, AXP Racing may, at its sole discretion:

- replace the Product;

- repair the Product;

- grant a credit note;

- or issue a partial or full refund.

No additional compensation may be claimed.

11. Use – regulatory compliance – export

The Products marketed by AXP Racing are technical protection and equipment products intended in particular for motorcycles, quads, SSVs and, more generally, the off-road / all-terrain world.

They are designed to help protect certain parts of the vehicle, limit certain types of damage and, depending on their nature, improve protection of certain exposed areas or components when used for their intended purpose.

However, these Products have technical and functional limits inherent to their nature and operating environment.

They may under no circumstances be considered infallible or as guaranteeing absolute protection against all risks, impacts, falls, collisions, projections, material damage, mechanical failures, injuries or accidents.

The professional Customer acknowledges acting as an informed professional and remains solely responsible for:

- selecting the Products suitable for its market;

- checking compatibility with the relevant vehicles;

- ensuring compliance with regulatory, customs, administrative, technical or commercial requirements in its country;

- complying with local import, distribution, safety, labelling and information obligations;

- informing its own customers, resellers or end users about the nature, limits, installation conditions and usage precautions relating to the Products.

AXP Racing does not guarantee that the use of a Product will prevent damage, breakage, injury or an accident from occurring.

The Customer remains solely responsible for importation, resale, installation, distribution and final use of the Products in its market.

12. Distribution and resale

Distributors and resellers are granted no territorial exclusivity unless expressly agreed in writing.

Resale on Amazon, eBay, ManoMano and other marketplaces is authorised, provided that:

- AXP Racing’s brand image is respected;

- product listings are accurate;

- no misleading, disparaging or reputation-damaging practices are used.

13. Liability

To the extent permitted by law, AXP Racing’s total liability, for all causes combined, is limited to the amount excluding tax actually paid for the Product(s) concerned.

AXP Racing shall under no circumstances be liable for indirect damages, including:

- loss of business;

- loss of margin;

- loss of turnover;

- loss of customers;

- product recall;

- indirect logistics costs;

- or reputational damage.

14. Governing law – jurisdiction

These B2B Terms are governed by French law.

Any dispute relating to their validity, interpretation, performance or termination shall fall under the exclusive jurisdiction of the courts within the jurisdiction of Bordeaux, France.