General terms and conditions of sale for professionals

Preamble

These general terms and conditions of sale for professionals (the “Terms”) are issued by CARBUZZ SARL, a French limited liability company (SARL) with a share capital of EUR 1,000, registered office at 725 boulevard Robert Barrier, 73100 Aix-les-Bains (France), registered with the Chambéry Trade and Companies Register under number 979 031 044, intra-EU VAT number FR74979031044, reachable at +33 4 11 78 98 88 and contact@carbuzz24.com (“CARBUZZ”), which operates the autorenard.com website and its area reserved for professionals (the “Pro Area”).

They govern the intermediation services provided by CARBUZZ, through the Pro Area, to motor trade professionals holding an account (the “Dealer”). They form the basis of the commercial relationship within the meaning of article L. 441-1 of the French Commercial Code and are provided to any Dealer on request.

Article 1 - Definitions

• Private seller: an individual located in France selling their vehicle outside any business activity.
• Off-market private stock: vehicles of Private sellers who requested a valuation on the website, shown to Dealers under “Private offers”.
• Private listings: vehicles advertised by Private sellers on classified-ad websites, shown by CARBUZZ under “France private stock” or submitted by the Dealer as a link.
• B2B stock: vehicles offered by professional sellers partnering with CARBUZZ, shown in the “B2B catalogue”.
• Purchase from a private seller: the assignment given to CARBUZZ to check, inspect, reserve, negotiate and secure the acquisition of a vehicle from a Private seller (articles 7 to 10).
• Lead: the file of a Private seller who accepts the principle of a sales mandate, passed on to a Dealer established in France (article 11).
• Order: any purchase offer, purchase request, Lead request or reservation request confirmed by the Dealer in the Pro Area after accepting the Terms.
• Inspection report: the report of the physical inspection of the vehicle described in article 8.

Article 2 - Scope, acceptance and versions

2.1 The Terms apply to every Order placed through the Pro Area, to the exclusion of any other document, in particular the Dealer’s general purchasing conditions, unless agreed in writing and signed by CARBUZZ. In accordance with article 1119 of the French Civil Code, they are brought to the Dealer’s attention and accepted by them before any Order.

2.2 The Dealer accepts the Terms by ticking the box “I have read and accept the professional Terms”: when creating their account, and then with every Order. No account is created and no Order is recorded without this acceptance.

2.3 Each version of the Terms bears a number and an effective date. CARBUZZ may amend them; the new version is published in the Pro Area and the Dealer must accept it before their next Order. An Order remains governed by the version accepted when it was confirmed.

2.4 The Dealer declares that they act for the purposes of their business. They do not benefit from French consumer law, in particular the right of withdrawal.

Article 3 - Professional account

3.1 The Pro Area is reserved for motor trade professionals. Opening an account is free, with no subscription and no minimum order. It is subject to a manual check by CARBUZZ of the company’s existence and of its intra-EU VAT number; CARBUZZ may refuse it, in particular where professional status or supporting documents are lacking.

3.2 The Dealer enters and keeps up to date the details of their business (company name, address, country, VAT number, contact). As long as they are incomplete, no Order can be placed. The country of establishment can no longer be changed by the Dealer once the account has been approved.

3.3 Login credentials are personal and confidential. Any Order placed from the account is deemed to be made by the Dealer.

3.4 Prices, vehicle data and information in the Pro Area are reserved for the Dealer, who shall not disclose them, extract them systematically or use them outside their business. PDF sheets generated from the Pro Area may be given to their own customers, under their responsibility.

Article 4 - Capacity of CARBUZZ

4.1 CARBUZZ acts as an independent intermediary. It is at no time the owner or the seller of the vehicles, and never holds the purchase price. The contract of sale of each vehicle is concluded directly between the Dealer and the seller; CARBUZZ is not a party to it in any capacity.

4.2 For the Off-market private stock, CARBUZZ also acts for the Private seller, under a listing and introduction mandate, without receiving any remuneration from them. The seller has authorised this dual role, in accordance with article 1161 of the French Civil Code; the Dealer is informed of it and expressly consents to it. CARBUZZ undertakes to perform it fairly towards each party.

4.3 Where CARBUZZ offers transport, it acts as a broker: the transport contract is concluded between the Dealer and the designated carrier, which is solely responsible for the carriage.

Article 5 - Placing Orders

5.1 Orders are placed online. Before confirming, the Dealer is shown a summary (vehicle, nature of the Order, amount where applicable) which they can check and correct. The Order is recorded when they tick the box accepting the Terms and confirm; it then appears under “My orders” in their account, which serves as acknowledgement of receipt.

5.3 The Terms are available in French and English and can be printed or saved from their page. CARBUZZ archives each version, each acceptance and each Order; the Dealer can access them from their account or on request.

5.2 The free services of the Pro Area - listing pre-analysis, custom search, information or call-back requests, PDF sheets - are not Orders and do not bind the Dealer.

Article 6 - Offers on the Off-market private stock

6.1 The Dealer may submit a purchase offer on a vehicle of the Off-market private stock during the stated consultation period. The amount of the offer is “all-inclusive”: it includes the CARBUZZ fees provided for in article 9.

6.2 The offer is firm and confidential. It binds the Dealer until the validity date shown when it is submitted, namely five (5) days after the end of the consultation. It is not disclosed to any other Dealer, who sees neither the number nor the amount of competing offers.

6.3 The Dealer may submit up to three (3) offers on the same vehicle; only the most recent one is passed on to the Private seller, at the end of the consultation. An offer below the seller’s expected price is admissible; the seller remains free to accept the offer of their choice or none.

6.4 When the seller accepts the offer, CARBUZZ informs the Dealer and the transaction proceeds under articles 7 to 10. The offer may not be withdrawn at will. It may only be revised if the inspection, the history or the documents reveal a defect, damage or discrepancy with the vehicle description that was not declared before the offer; the revision is then proportionate to the quantified impact of the issue revealed and justified in writing.

Article 7 - Purchase from a private seller: the assignment

7.1 This covers vehicles of the Off-market private stock whose offer has been accepted, Private listings shown under “France private stock” for which the Dealer has confirmed a purchase request, and listings they submit as a link. Before any Order, CARBUZZ may carry out a free remote pre-analysis of a submitted listing, in principle within four (4) business hours; it does not bind the Dealer. After a purchase request, CARBUZZ checks the vehicle’s availability and reverts to the Dealer; it reserves the vehicle and starts the chargeable services of article 9 only after the Dealer’s written confirmation.

7.2 For each vehicle, CARBUZZ performs, in the name and on behalf of the Dealer:

• contact with the seller in French, checking the vehicle’s availability and reserving it;
• checking the French administrative documents: registration certificate, administrative status certificate less than fifteen (15) days old, roadworthiness test report, Histovec report;
• the physical inspection of the vehicle on site (article 8);
• negotiating the price with the seller based on the findings;
• setting up the escrow and monitoring the release of funds (article 10);
• preparing the sale documents, the declaration of transfer and the file for removal from French territory.

7.3 For each vehicle they have ordered and CARBUZZ has accepted, the Dealer entrusts CARBUZZ exclusively with its checks and intermediation until the transaction is completed or abandoned.

7.4 The time frames shown on the website (inspection report, payment, collection) are observed averages, given for information only; they are not an obligation of result.

Article 8 - Inspection and report

8.1 The inspection is carried out where the vehicle is located, by an independent inspector appointed by CARBUZZ. It covers more than one hundred and fifty (150) checkpoints across documents and vehicle identity, body and glass, wheels and brakes, engine and underbody, equipment and interior, and a road test where possible. It includes a photographic report.

8.2 The Inspection report is sent to the Dealer before any payment of the vehicle price. Its findings are limited to what is accessible without dismantling on the day of the inspection; they are not exhaustive and do not constitute a warranty. Information from Histovec and other third-party sources is provided for information only.

8.3 A report is compliant when it reveals neither a substantial discrepancy with the listing or vehicle description (mileage, condition, equipment, history) nor a documentary anomaly preventing the sale (lien, objection, unfavourable roadworthiness test that cannot be remedied).

Article 9 - Fees for a Purchase from a private seller

9.1 CARBUZZ’s fees are set at EUR 790 excl. VAT per vehicle, or at the lower amount shown in the Pro Area at the time of the Order. They are flat-rate and independent of the vehicle price: CARBUZZ receives no commission on that price, from either the Dealer or the seller.

9.2 The fees are broken down into services. Each is due only once per vehicle, as soon as its triggering event has occurred and is evidenced by the item of proof stated:

The total invoiced for a vehicle may not exceed the fees set in article 9.1; where a lower amount applies, each line is reduced in the same proportion.

9.3 The Dealer owes the fees only in the following cases:

• a) Confirmed vehicle: after the Inspection report has been sent, the Dealer confirms in writing (email, message or confirmation in the Pro Area) that they wish to proceed with the purchase; all the fees for the vehicle become payable.
• b) Waiver of a compliant vehicle: if, after a compliant Inspection report has been sent, the Dealer waives the vehicle, only lines 1 to 3 of the scale are due for that vehicle.
• c) Abandonment during the assignment: if the Dealer abandons the transaction before the Inspection report is sent, or stops responding for fifteen (15) days despite a written reminder warning that their silence will count as abandonment, only the services whose triggering event has occurred by then are due.

9.4 Nothing is due for a vehicle when the Inspection report is not compliant, when the transaction fails because of the seller (withdrawal, unavailability, refusal of the inspection), when the seller does not accept the Dealer’s offer, or when CARBUZZ itself rejects the vehicle after its checks.

9.5 Each invoice itemises the lines invoiced and is accompanied by the evidence of their performance. CARBUZZ may, as a commercial gesture and for that case only, waive all or part of an amount due.

9.6 Optional services are added if ordered: transport on quotation (from EUR 300 excl. VAT per vehicle for a load of six to eight vehicles), European certificate of conformity (EUR 190 excl. VAT plus the manufacturer’s charge), new roadworthiness test (EUR 110 excl. VAT), storage (free for the first fourteen (14) days, then EUR 4 excl. VAT per vehicle per day). They are quoted and accepted in writing before being performed.

Article 10 - Reservation, escrow and transfer of ownership

10.1 The reservation is formalised by a written undertaking from the seller and/or a deposit paid by the Dealer into an escrow account opened with CashSentinel, the escrow provider designated by CARBUZZ. The deposit is refunded in full to the Dealer if the Inspection report is not compliant, if the seller withdraws, or if the Dealer waives the vehicle after the inspection.

10.2 The vehicle price is paid exclusively through the escrow; it never passes through CARBUZZ, which has no access to the funds. After the Inspection report has been approved, the Dealer pays the balance into escrow. The funds are released to the seller once the transfer of ownership is legally complete (signed transfer certificate, cancelled registration certificate, documents checked).

10.3 The fees due for a confirmed vehicle are payable before the sale documents are signed and before any release of funds to the seller. Transport services are payable before collection; storage is invoiced on collection.

10.4 Ownership passes directly from the seller to the Dealer when the transfer is signed; CARBUZZ is at no time the owner. The Dealer signs the sale documents personally, remotely where appropriate, or gives CARBUZZ, for a specific vehicle and in writing, a special power limited to the price conditions they have confirmed.

Article 11 - Leads (Dealers established in France)

11.1 Leads are reserved for Dealers whose business is located in France, as stated in their account. A Lead gives access to the file and contact details of a Private seller who accepts the principle of a sales mandate. The vehicle remains the seller’s property; the Dealer markets or buys it under their sole responsibility. A Lead includes neither inspection nor escrow.

11.2 The price of a Lead depends on the monthly volume of Leads ordered by the Dealer, from seventy (70) euros excl. VAT per Lead. The applicable price is shown in the Pro Area at the time of the Order; the price scale is provided to any Dealer on request. It becomes payable when the seller’s file and contact details are passed on, which is its triggering event. It is not due if the file is not passed on.

11.3 By ordering a Lead, the Dealer accepts the Autorenard valuation as the basis for discussions with the seller. They undertake to conclude a written contract with the seller, not to disparage the valuation in order to renegotiate without any new objective element, and to honour their commitments to the seller.

11.4 The Dealer processes the seller’s personal data as a separate controller, solely for the purpose of the transaction, in compliance with Regulation (EU) 2016/679. They shall not transfer the data or use it for other purposes.

Article 12 - B2B stock

12.1 B2B stock vehicles are offered by partner professional sellers; CARBUZZ acts as an intermediary (article 4.1), the sale being concluded between the Dealer and the professional seller. The price shown on each listing includes CARBUZZ’s remuneration; the applicable VAT scheme is stated there. These vehicles give rise neither to the fees of article 9, nor to escrow, nor to inspection.

12.2 The reservation request confirmed by the Dealer is an Order but does not constitute a sale: it is subject to written confirmation of the vehicle’s availability and conditions. The sale is concluded under the purchase order or invoice issued for the vehicle, which specify the seller, the price and the time frames.

12.3 The warranties due on these vehicles are those of the professional seller, under the law applicable to the sale and its purchase order.

Article 13 - Invoicing, VAT and payment

13.1 Amounts are stated in euros excluding VAT. For a Dealer established in another EU Member State with a valid intra-EU VAT number, CARBUZZ’s services are invoiced excluding VAT, VAT being self-assessed by the customer (article 196 of Directive 2006/112/EC). For a Dealer established in France, French VAT at the applicable rate is added.

13.2 Invoices are payable on receipt, by bank transfer or any other means accepted by CARBUZZ, with no discount for early payment. Article 10.3 applies to the fees for a confirmed vehicle.

13.3 In accordance with article L. 441-10 of the French Commercial Code, any amount unpaid when due automatically bears, without prior notice, late-payment interest at three (3) times the French statutory interest rate, payable from the day following the payment date shown on the invoice, plus a fixed indemnity for recovery costs of forty (40) euros (article D. 441-5 of the French Commercial Code). Additional compensation may be claimed, on proof, where the recovery costs incurred are higher.

Article 14 - Obligations of CARBUZZ

CARBUZZ is bound by an obligation of means. It applies the diligence and skill reasonably expected of a specialised intermediary, appoints a contact for each file, keeps the Dealer informed of the progress of its assignment and points out, before any commitment, vehicles likely to be considered new for VAT purposes.

Article 15 - Obligations of the Dealer

The Dealer provides accurate and up-to-date information, responds within a reasonable time to CARBUZZ’s requests and confirms in writing whether or not they wish to proceed with each transaction. They remain solely responsible for the tax treatment of their purchases and resales, for registering the vehicles in their country and for putting them into service. From delivery, they bear the risk of loss, theft and damage to the vehicle.

Article 16 - Warranties on vehicles

16.1 A vehicle bought from a Private seller carries no statutory conformity warranty. The Dealer’s claims relating to the condition of the vehicle, in particular under the warranty against hidden defects (articles 1641 et seq. of the French Civil Code), are directed against the seller, within the limits of the law and of the contract of sale.

16.2 CARBUZZ provides no mechanical warranty or breakdown warranty on the vehicles. The inspection is an assessment of the vehicle’s condition on the date of the examination; the Dealer takes it into account in their purchase price.

Article 17 - Liability

17.1 As regards the condition of the vehicle, its equipment and the documents provided by the seller, only the seller may be held liable, without prejudice to CARBUZZ’s liability for a fault committed in performing its own assignment. CARBUZZ is not liable for defects that cannot be detected under normal examination conditions, for breakdowns occurring after the examination, or for a difference between its assessment and the actual cost of repairs.

17.2 CARBUZZ’s liability is limited to direct and proven damage and capped, for a transaction, at the amount of the fees it received for that transaction. This limitation does not apply in the event of gross negligence or wilful misconduct.

Article 18 - Non-circumvention

18.1 During the relationship and for twelve (12) months after a seller has been introduced, the Dealer shall not deal directly or indirectly with that seller, without CARBUZZ’s written consent, with a view to acquiring the vehicle introduced or a comparable vehicle from the same seller.

18.2 A seller introduced by CARBUZZ means any seller whose vehicle the Dealer has viewed in the Pro Area and on which they have submitted an offer or a request, or whose contact details CARBUZZ has passed on to them. The Pro Area logs are evidence of such introduction.

18.3 In the event of breach, the Dealer pays CARBUZZ, for each vehicle concerned, a fixed indemnity equal to the fees of article 9.1, payable after formal notice. This indemnity is in full settlement.

Article 19 - Personal data and confidentiality

The personal data of the Dealer and its representatives are processed by CARBUZZ to manage the account, perform Orders and follow up the commercial relationship, as described in the privacy policy (in French). They are disclosed only to the third parties needed to perform Orders (seller, escrow provider CashSentinel, inspector, carrier, authorities). The rights under Regulation (EU) 2016/679 can be exercised at contact@carbuzz24.com.

Article 20 - Force majeure, suspension and termination

20.1 Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code; time frames are then extended by the duration of the event.

20.2 The Dealer may close their account at any time in writing. CARBUZZ may suspend or close an account in the event of a serious breach of the Terms, in particular circumvention, non-payment or fraudulent use, after formal notice has remained without effect for eight (8) days, except in an emergency. Orders in progress remain governed by the Terms.

Article 21 - Evidence

In accordance with articles 1366 to 1368 of the French Civil Code, the parties agree that the electronic records of the Pro Area constitute evidence between them: acceptance of the Terms (version, digital fingerprint of the text, date and time, IP address and browser), Orders, offers, transmissions and electronic exchanges. The Dealer may obtain the records concerning them.

Article 22 - Language, governing law and disputes

22.1 The Terms are drawn up in French and translated into English for information. In the event of any discrepancy, the French version prevails.

22.2 The Terms are governed by French law. In the event of a dispute, the parties seek an amicable solution, in writing, before any action.

22.3 JURISDICTION CLAUSE. Failing agreement, any dispute relating to the formation, performance or interpretation of the Terms falls under the exclusive jurisdiction of the Commercial Court of Chambéry (France), including where there are several defendants or third-party claims.