Terms and conditions of sale

AZUR BIO SCIENCE GENERAL TERMS AND CONDITIONS OF SALE

Article 1. Application and enforceability of the general terms and conditions of sale

These general terms and conditions of sale (hereinafter referred to as the ” “) are governed by the laws of the French Republic. CGV ) govern all sales made by Azur Bio Science (hereinafter referred to as AZUR “or the ” Seller) of products or equipment for reducing fuel consumption and/or lowering the level of pollution of various engines or systems, designed, patented, developed and/or marketed by AZUR (hereinafter referred to as the “Product(s)“) to any Buyer. They apply to services relating to energy and/or fuel savings, pollution control and engine or system optimisation.

These GCS shall be sent or delivered at the latest at the same time as the Order Form to any purchaser of Product(s) to enable them to place an order.

Any document other than the GTS issued by the Vendor, in particular product sheets, catalogues, prospectuses and advertisements, is for information purposes only and is non-contractual, with the exception of technical or commercial proposals issued by AZUR and the Purchase Order.

Unless formally accepted in writing by the Seller, no special conditions may take precedence over the GTCS.

The fact that the Seller does not avail itself at a given time of any of the provisions of these GTCS may not be interpreted as a waiver of its right to avail itself of such provisions at a later date.

If any clause of the GTC is found to be invalid or unenforceable, this will not affect the validity of the remaining clauses.

Article 2. Definitions

In addition to the terms already defined and those defined in the body of these T&Cs, the following terms shall have the following meanings:

“Buyer” means the natural person of legal age or a legal entity in the transport, building and civil engineering or other sectors, who is acting for the needs of his professional activity, or the State designated in this capacity in the Order Form, purchasing the Product(s);

“Retailer “means the natural person of legal age or a professional in the transport, public works or other sectors, acting for the needs of his professional activity, by purchasing AZUR products from the latter, in order to resell them in a given geographical area, duly authorised by AZUR, or the State designated in this capacity in the Order Form, purchaser of Product(s);

” Purchase Order ” means the standard document drawn up by the Vendor which, once duly and obligatorily completed, signed and sent by the Purchaser to the Vendor, materializes the Purchaser’s legal and financial commitment to AZUR in respect of the Product(s) covered by the Purchase Order;

“Contract” refers to the Purchase Order and these General Terms and Conditions issued by AZUR and duly accepted by the Buyer when placing an order;

“Delivery ” means the handing over of the Products by AZUR or by any person designated by the Seller to the Buyer in accordance with the terms and conditions defined in article 6 hereof;

” Product ” means the product(s), equipment(s) – Machine and/or System and/or consumables – designated in the Order;

“AZUR” or “Seller” refers to AZUR BIO SCIENCE, a simplified joint stock company with its head office in Nice.

Article 3. Order – Order modification

Section 3.1 Ordering

To be valid, the order must be made by the transmission by any means by the Buyer to AZUR:

the Order Form duly completed and signed by the Buyer, in which the Buyer acknowledges having read these GCS,
the actual receipt by AZUR of the payment provided for in Article 4

(hereinafter the “Order“).

AZUR may refuse to process any Order that does not comply with the stipulations described herein.

The sales contract is formed and considered firm and irrevocable once the Buyer and AZUR have agreed on the Product and the price, as mentioned on the Purchase Order.

The Buyer, as a professional acting for the needs of his professional activity, expressly acknowledges that he does not benefit from the provisions of the Consumer Code relating to consumers and non-professionals, in particular, the rules relating to the withdrawal period.

Section 3.2 Modifying the order

Any request to modify the composition or volume of the Order originally placed by the Buyer may only be taken into account by AZUR if the request is made in writing and is received by AZUR no later than two (2) days after receipt by AZUR of the initial Order and if the Product has not yet been delivered.

If the Buyer modifies the Order, AZUR will be released from the indicative deadlines agreed for the execution of the initial Order.

Any other request to modify the Order other than its composition or volume will not be accepted.

Article 4. Price – Terms of payment – Penalties

Section 4.1 Prices

The Buyer undertakes to pay AZUR the price mentioned on the Purchase Order, which, once duly signed, forms an integral part of these Conditions.

The price is firm and final and only applies to the Order.

The price is for delivery to the premises indicated on the Order Form.

This price does not include VAT, taxes or charges resulting from the laws in force in the Buyer’s country, the payment of which will remain the Buyer’s responsibility.

Section 4.2 Payments

Payments shall be made by the Buyer in favour of the Seller to the bank and account designated by AZUR in the written confirmation of the order.

Unless otherwise agreed in writing by AZUR, the price shall be paid in cash when the order is placed.

In the event of a special payment agreement, any delay in the payment of any sum owed by the Buyer, late payment interest fixed at five (5) times the legal interest rate will be due, ipso jure and without prior formal notice, from the due date until the date of actual payment. Any delay in payment will also result in the Buyer being charged a flat-rate indemnity for collection costs of forty euros (€40), without prejudice to the Seller’s right to claim additional compensation for its actual direct and indirect loss.

Section 4.3 Penalties

Should AZUR fail to effectively collect the Deposit and/or the Balance defined in a specific payment agreement, above, on the day of Delivery and/or signature of the Minutes, AZUR reserves the right to declare the sale null and void and, if the Product has already been delivered, to obtain its return and to retain the Deposit or, in the absence of payment of the Deposit, to claim from the Purchaser an indemnity corresponding to thirty percent (30%) of the total amount of the Order, in order to compensate for the prejudice suffered by AZUR as a result of the unnecessary immobilisation of the Product(s) for the benefit of the Purchaser, as well as the steps and expenses incurred by AZUR to satisfy the delivery of the Product(s) (setting up of the file, carrier’s expenses, steps inherent in the installation of the Material(s), or in the delivery of the products etc.) (hereinafter, “the indemnity”). ) (hereinafter, ” l’Indemnité de caducité »).

In any case, as this is an option granted to the Seller by the Buyer, AZUR reserves the right to demand the compulsory execution of the contract and the unpaid sum(s) will bear interest at the legal rate increased by five points and will give rise to the payment of a fixed indemnity for collection costs of €40.

AZUR also reserves the right to (i) remove the Buyer from its website and/or, (ii) suspend the authorisation issued to the Buyer and/or, (iii) to refuse any new Order from the Buyer.

Article 5. Enjoyment – Ownership

Ownership of the Product is transferred to the Buyer upon full payment of the order.

If the balance of the price referred to in section 4.2 is not paid within the period specified in the Order, AZUR reserves the right to apply the provisions of section 4.3 hereof.

Article 6. Delivery – Receipt

Section 6.1 – Place of Delivery

Unless otherwise stipulated in writing, the Product(s) ordered by the Buyer will be delivered either to a place that the Parties have previously defined by mutual agreement on the Purchase Order, or collected by the Buyer from a collection point indicated in writing by AZUR .

Section 6.2 – Submission of documents

On Delivery, the following documents will be given by AZUR to the Buyer :

the invoice for the Order,
an inventory of the Product(s) and their accessories and/or consumables delivered,
instructions for use of the Products,

Failure to provide these documents shall under no circumstances give rise to the cancellation or termination of the sale, but the Buyer shall have the right to request a copy from AZUR, which undertakes to provide them.

Section 6.3 Delivery times

The delivery times indicated on the Purchase Order are given for information purposes only and do not constitute a firm commitment by AZUR.

Failure to comply with these conditions may under no circumstances give rise to the cancellation of the Order transmitted by the Purchaser and recorded by AZUR BS, nor to the suspension of the Purchaser’s obligations, nor to the payment by AZUR of any compensation or damages whatsoever to the Purchaser. AZUR will do its utmost to fulfil the Order and meet the delivery deadlines indicated, except in the event of force majeure as defined by French law and jurisprudence.

The following are considered to be events of force majeure, without this list being exhaustive: government decisions, fire, war, embargo, insurrection, strike, hostilities, acts of terrorism, sabotage, flood, explosion, epidemics, quarantine restrictions, factory closures and industrial disputes, delay by a subcontractor or supplier faced with an event of force majeure as defined above.

In the event of force majeure, delivery times will be extended by the number of days corresponding to the duration of the interruption in services resulting from the force majeure.

Section 6.4 Reception of the Order

The Order is accepted on the day of Delivery, at AZUR’s premises and/or at any other place as agreed. The Buyer is required to check the apparent good condition and conformity of the Product(s) delivered to him/her with the specifications on the Purchase Order, and shall also check that the Product(s) delivered are in good working order.

The results of the acceptance of the Machinery Order shall be the subject of a report drawn up by AZUR and submitted for signature by the Buyer or an agent appointed by the Buyer for this purpose (hereinafter the “Report”). Any reservations must be made in writing on the day of Delivery in the Minutes. Failing this, they shall not be taken into account and the Buyer shall be deemed to have definitively accepted the Order.

The signing of the delivery note and/or the Report of Conformity by the Buyer or its authorised representative upon receipt of the Order covers any apparent defect in the Product delivered which has not been the subject of a complaint in the Report.

If the Buyer or his authorised representative refuses to take delivery of the Product(s) ordered at the agreed time and/or to sign the Procès-Verbal, AZUR will retain the Product and reserves the right to apply the provisions of Section 4.3. of these GCS.

Article 7. Product guarantees

Section 7.1 Duration and scope of application

The use of the products manufactured and sold by AZUR is covered by its Civil Liability insurance, taken out with Allianz I.A.R.D., whose registered office is located at 1 cours Michelet CS 30051 92076 Paris La Défense Cedex, up to the amounts indicated below (Amount in force on 1 January 2010).

Unless agreed by AZUR, vehicles with a mileage equal to or greater than one hundred and fifty thousand (250,000) kilometres and/or those with a date of first registration equal to or greater than five (5) years from the date of installation, and vehicles not maintained in accordance with the manufacturer’s standards, are excluded from the warranty.

In the event of an incident, all requests for cover must be accompanied by the following documents: Copy of the product delivery invoice; attestation by a third-party mechanic of the use of the product in the defective engine by the user, Copy of the engine maintenance logbook attesting to maintenance in accordance with the manufacturer’s recommendations; Technical report form (supplied by AZUR) duly completed, Computerised diagnostic record (e.g. screen capture): Short term, Long term, Fault code(s) from the vehicle’s on-board computer.

The Warranty shall be automatically revoked and may not be invoked by the Buyer in the event that :

the Product has been used in contravention of the instructions for use and/or,
the machine/engine/vehicle has not been maintained in accordance with the instructions contained in the user manual and/or,
modifications will have been made by the Buyer or any user to the Product after its Delivery without the express and prior agreement of AZUR and/or,
the maintenance, storage and/or preservation of the Product(s) has been defective and/or,
an apparent defect and/or shortage not noted in the Delivery Report.

AZUR shall not be liable for any prejudice or damage caused by a reseller in the context of its services. This warranty only covers products sold directly by AZUR to the purchaser.

The Buyer accepts the principle that AZUR will pay any costs incurred in order to postpone the third party’s claim and/or action.

Any claim for compensation must be addressed to the Buyer within one (1) month of AZUR’s knowledge of the occurrence of the harmful event.

Section 7.2 Claiming the Guarantee

In order to validly invoke the Guarantee, the Buyer must notify AZUR as soon as possible by means of a written report detailing the nature of the defects observed, accompanied by all supporting documents.

With AZUR’s prior, written and express agreement, the Buyer shall return the Product(s) (bottle or can incriminated, with product batch number) to AZUR within thirty (30) calendar days of receipt by AZUR of the breakdown report.

The return by the Buyer of the Product(s) in question shall be made C I P, Cost, Insurance, Freight (INCOTERMS 2010) to the premises designated by AZUR . If the checks carried out by AZUR reveal that the Product does not present any defect, or if a case of revocation of the Guarantee appears, the costs of AZUR (checking, manpower…) and of transport will be charged to the Buyer.

If the checks carried out by AZUR reveal that the Product is defective, the transport costs incurred by the Buyer will be reimbursed by AZUR upon presentation of proof. In this case, the warranty is suspended for the period during which the product is not operational.

Delivery of the replaced Product(s) will be made by AZUR to the Buyer’s premises, within a maximum period of sixty (60) days from the date of receipt of the said elements by AZUR.

Article 8. Intellectual property

The information and data contained in any document or information medium supplied by AZUR in connection with the order will remain the exclusive property of AZUR, as will all related intellectual property rights. The Buyer undertakes not to make any use of these documents likely to infringe AZUR’s intellectual or industrial property rights and undertakes not to disclose them to any third party.

Article 9. Miscellaneous provisions

Section 9.1 Notification – Communication

All notifications or written communications between AZUR and the Buyer under the terms hereof and more generally under the Contract may be sent by post and/or by electronic mail. They must be sent to AZUR at the following address

Azur Bio Science,

E-mail : info.azurbiosciences@gmail.com

For the Buyer, they must be sent to the address provided by the Buyer in the Order Form.

Section 9.2 AZUR’s and the Buyer’s personal data

AZUR and the Buyer are required to process personal data, within the meaning of Law n°78-17 of 6 January 1978 relating to information technology, files and civil liberties (hereinafter referred to as “the Data Protection Act”). Data Protection Act “) and within the meaning of the General Data Protection Regulation of 27 April 2016 (hereinafter ” GDPR “These are the rights held by individuals within their respective entities, regardless of their status (legal representative, employee, etc.).

The data collected includes the identity document of the Buyer’s legal representative, his/her bank details and/or K-BIS, as well as the identity of the Buyer’s contacts within AZUR .

AZUR and the Buyer acknowledge and accept that the collection of this data is necessary for the conclusion and performance of the Contract and for the fulfilment of their legal obligations, in particular accounting and tax obligations. This data may be transmitted to any third party whose intervention is essential for the conclusion and/or performance of the Contract and for compliance with the legal and contractual obligations of the Parties (accountant, etc.).

AZUR and the Buyer agree that each of them remains the point of contact for their respective staff in order to ensure, in particular, that their staff are informed in accordance with articles 12 to 14 of the RGPD and, where applicable, to exercise their rights.

Data subjects have the right to access, rectify, delete, limit the processing of, object to and port data concerning them, as well as the right to lodge a complaint with the competent supervisory authority (in France, the CNIL).

The data collected is kept for no longer than is necessary for the purposes for which it is processed. In particular, purchase orders and other documents required to justify the Parties’ accounts are kept for a period of ten (10) years.

In any event, AZUR and the Buyer guarantee that they process personal data in accordance with all applicable legislation and in particular with the RGPD, in particular with regard to the confidentiality and security of said data.

Section 9.3 Personal data of the Buyer’s customers

As part of the marketing of the products purchased by the Buyer (to act as a reseller of the products in a given geographical area) from the Seller, pursuant to these GCS, the Buyer is required to collect personal data from its customers at AZUR’s request. The Buyer collects these data and transmits them to AZUR under the conditions determined by AZUR. The Buyer is the data processor, and AZUR is the data controller.

This section does not apply to personal data collected by the Buyer on its own behalf as data controller.

The personal data collected by the Buyer as a subcontractor of AZUR is as follows:

As part of the marketing and installation of bioethanol conversion kits :

the number plate of the customer’s vehicle ;
the customer’s vehicle identification number
the customer’s surname, first name and address;
the full name of the maintenance site or garage within the meaning of the Order.

The collection of this data is compulsory insofar as its purpose is to enable the Seller to fulfil its legal obligations under the provisions of the Decree, and in particular to be able to issue a certificate of reduction in pollutant emissions where applicable, to optimise the customer experience and follow-up and to be able to send the customer a satisfaction questionnaire.

The Reseller may also collect, on an optional basis and after obtaining the customer’s consent, the customer’s email address and telephone number.

The following data may be collected as part of an internal study or quality monitoring process

the customer’s surname and first name(s) ;
the customer’s email address and telephone number;
the customer’s number plate.

The purpose of collecting this data, which is optional and subject to the customer’s consent, is :

Send the customer a report on the work carried out;
Managing and satisfying the customer/buyer/seller relationship, particularly in terms of after-sales service;
Managing and satisfying the customer/buyer/seller relationship, particularly in terms of after-sales service;
Build up and manage AZUR’s customer database
To improve the quality of AZUR services ;
To send customers newsletters and commercial offers by email and/or SMS;
To provide customers with information and/or services tailored to the needs of their vehicles, in particular reminders for an upcoming theoretical intervention and/or to offer them products developed by partners;
Help put you in touch with an automotive professional;
Managing any complaints or disputes arising in connection with the sale of the product.

The Buyer declares :

process the aforementioned data in its capacity as subcontractor only on the basis of documented instructions from AZUR;
have put in place and maintain all appropriate confidentiality and security measures, both technical and organisational, to protect personal data against unlawful destruction or accidental loss, alteration, access or any other unlawful processing of personal data.
that personal data is collected fairly in accordance with the provisions of the RGPD, and in particular that he has informed customers in advance about the collection of data in accordance with AZUR’s instructions.
not to use a subcontractor without AZUR’s authorisation;
notify AZUR of any data breach (loss, theft, alteration, destruction, etc.) of which it is aware;
transmit to AZUR any request for the exercise of clients’ rights;
at the end of this Contract, destroy the personal data collected;;
provide proof of compliance with its obligations under this section at AZUR’s first request.

In general, the Buyer, the Reseller and the Seller undertake to guarantee compliance with the legal and regulatory provisions relating to data protection.

Article 10. Limitation of liability clause

The Reseller and the Seller bear their own financial risks resulting for them from this contract and its performance. Consequently, the Vendor cannot be held liable for expenses incurred by the Buyer in the performance of this contract or for obligations entered into by the Buyer in connection with the contract.

In any event, the Seller shall not be liable :

Special, indirect, incidental or consequential damages arising from or in connection with the use of the Product:
Damage caused to third parties by the use of the Product;
Loss of profits, anticipated savings, business, opportunities, turnover, time, customers or damage to reputation or any indirect loss or damage, whether foreseeable or not, which may arise;
Events that do not constitute force majeure as defined by French law and jurisprudence.

The retailer alone is liable to the consumer under the legal guarantee of conformity. He is free to use the Product(s) and to assume responsibility for them with regard to consumers.

The Reseller indemnifies the Seller against any claim or action by a third party, whatever its nature, basis or amount, arising from the wrongful non-performance of its obligations, such as, but not limited to, failure to comply with the Product’s instructions for use. The Reseller accepts the principle that AZUR will pay all costs incurred in order to postpone the third party’s claim and/or legal action.

In the event that the Vendor is held liable, any compensation paid to the Reseller will be limited to the total amount paid to the Vendor under the Purchase Order for the batch of product in question.

Article 11. Jurisdiction and applicable law

The Contract, as well as any element governing the contractual relationship between AZUR and the Buyer or Reseller, is drawn up in the French language and subject to the laws and regulations of the French Republic, to the exclusion of any other law.

Any dispute between the Buyer or the Reseller and AZUR relating to the existence, validity, interpretation, performance, termination, consequences or consequences of the contractual relationship, and in the event that an amicable resolution cannot be found, will be submitted to the Commercial Court of Paris, even in summary proceedings. This jurisdiction is stipulated for the exclusive benefit of AZUR, which may therefore waive it in favour of the jurisdiction rules provided for by law. The sale and these GCS and any element governing the contractual relationship between the Buyer and the Seller are in the French language and subject to the laws and regulations of the French Republic, to the exclusion of any other law.