1. General Information

SAS Trackap – A simplified joint-stock company with capital of €24,368 – RCS No. 792 350 514 – 165 Avenue de Bretagne, 59000 Lille.

These provisions constitute the general terms and conditions of sale of SAS Trackap (hereinafter referred to by its trade name, Trackap) for products offered for sale to a professional clientele consisting of distributors, resellers, fleet managers, solution integrators, and manufacturers, hereinafter referred to as the Customer orthe Buyer.

Any orders placed with Trackap imply the Buyer’s acceptance of these Terms and Conditions of Sale (hereinafter the “T&Cs” ). Accordingly, if the T&Cs conflict with any other terms or agreements of any kind, the T&Cs shall prevail over such documents. By placing an order under the conditions set forth in Article 2, the Buyer is deemed to have expressly accepted these T&C. The T&C apply to the sale of products delivered and invoiced to the Buyer in France and internationally.

2. Orders

Any order placed by a Buyer is binding and final either upon signature of the purchase order issued by Trackap or upon Trackap’s confirmation via email; Trackap reserves the right to accept or reject the order based, in particular, on product availability and the Customer’s creditworthiness.

The order will be processed within twelve (12) weeks unless Trackap expressly grants a written exception. All orders must include at least the following:

• The product name,
• The quantity,
• The delivery location and date requested by the Buyer.

Trackap undertakes to deliver the quantities ordered and accepted, provided that such quantities do not disrupt production or inventory management. In addition to the cases mentioned above, Trackap reserves the right not to process an order if the Buyer is in arrears with payments or if the order placed is, given Trackap’s production capacity and quality-focused distribution strategy, of an unusual nature.

3. Prices and price reductions

Products are billed at the annual rate in effect on the date of the order. This rate is provided to the Customer prior to the order and is included in the appendix to the Terms and Conditions. Prices include packaging but exclude taxes, unless otherwise expressly agreed upon.

Shipping costs within France or to other countries are the responsibility of the Buyer. These costs will be billed to the Buyer by Trackap. Trackap’s rates may be modified at any time, particularly due to circumstances beyond its control, such as changes in production costs or in the prices of supplies or raw materials from its suppliers. However, Trackap will notify the Buyer of such a rate change within a reasonable timeframe. Such prior notice may not be provided in the event of a sudden and significant change in the value of raw materials or exchange rates. Any taxes, duties, fees, or other charges payable under French regulations or those of an importing country or a country of transit are the responsibility of the Buyer.

4. Deliveries

Delivery terms are set by Trackap; all goods are available on an Ex-Works basis in Lille, France.

Orders are shipped from Trackap’s manufacturing, assembly, or warehouse facility directly to the address specified on the order form. In accordance with Article 1148 of the Civil Code, Trackap shall be released from its obligation to deliver either in the event of a force majeure event, such as strikes by one of its subcontractors, a pandemic, war, natural disasters, terrorist attacks, or roadblocks, or in the event of fault on the part of a third party or the Customer. No changes to the product delivery terms may be made without Trackap’s prior and express consent.

5. Receiving

It is the Buyer’s responsibility to verify that the Products comply with the order upon receipt at the location specified in the purchase order.

• Claims: The Buyer must submit any claims regarding apparent defects or the conformity of the delivered Products in a written notice stating the reasons, addressed to Trackap’s corporate headquarters, within two (2) weeks of receipt of the products.
• Evidence: It is the Buyer’s responsibility to provide all evidence regarding the existence of any defects or irregularities found. The Buyer must allow Trackap every opportunity to verify the existence of such defects or non-conformities.
• Shipping: In accordance with Article L.133-3 of the French Commercial Code, the buyer must note any complaints with the carrier on the delivery receipt (DUT) and by registered letter with return receipt within three (3) business days of receipt, with a copy to Trackap.

Products will not be accepted for return or exchange except in exceptional cases. Any product returned without Trackap’s prior approval will not be eligible for a credit (Article L.442-6 I-8 of the French Commercial Code).

6. Storage and Inventory Management

It is the Buyer’s responsibility to ensure that the Products are stored in a dry place from the time of delivery until they are put up for sale and that the Products are handled with care. The Buyer must also ensure that the carrier complies with the same storage conditions when transport is carried out under the carrier’s responsibility. Trackap shall not be liable for quality defects resulting from improper storage conditions.

7. Retention of Title and Transfer of Risk Clause

The products remain the property of Trackap until full and actual payment has been made. In the event of non-payment, Trackap may demand the return of the products by registered letter with return receipt at the Buyer’s expense and risk. Notwithstanding the retention of title, the risk of loss or damage is transferred to the Buyer upon delivery. The Buyer may not pledge the products as collateral or transfer ownership of them as security.

8. Intellectual Property

Trackap retains all industrial and intellectual property rights relating to trademarks, products, designs, photographs, catalogs, and technical documentation. No modifications to the products, in any form whatsoever, may be made without Trackap’s express consent.

9. Liability

Trackap’s warranty is limited to the supply of products that conform to the order, meet industry standards, and are free from any hidden defects.

• Limitation: The warranty is limited to the replacement or refund of non-conforming or defective products.
• Exclusions: No warranty applies in cases of misuse, negligence, lack of maintenance, normal wear and tear, or force majeure. The warranty also does not apply to products that have been altered, modified, or tampered with (e.g., display items).

10. Payment Terms

All invoices are payable at Trackap’s headquarters in Lille.

Terms and Conditions

• Standard payment term: 30 calendar days from the invoice date.
• First order: 50% upon ordering, the balance due before delivery.
• Payment terms: 30% deposit upon order confirmation, with the balance due prior to delivery.
• Exports (outside France): 100% upon order.
• United Kingdom: 50% deposit upon confirmation, with the balance due before delivery.

Late payment

Any amount not paid by the due date shall automatically result in:

1. Payment of late payment interest (at a rate equal to three times the statutory interest rate).
2. A flat-rate fee of €40 for collection costs .
3. All outstanding invoices are due immediately.
4. The suspension of deliveries and the possible interruption of services provided by Trackap.

‍