OVEO General terms and conditions

1 – Preamble

The company OVEO, a simplified joint-stock company, with a share capital of €100,000.00, chose registered office is located 38-48 RUE VICTOR HUGO, 92300 LEVALLOIS-PERRET, registered with the Trade and Companies Register of Nanterre under number 920 865 227, represented by Sycomore (980 406 185 RCS Versailles) acting and holding the necessary powers as president, itself represented by Mr.Stanislas PEYCELON, acting and holding the necessary powers as manager (hereinafter “the Company”), edits the OVEO Platform and provides the associated Services.

OVEO is a platform for intermediation between professional sellers and professional buyers of used vehicles. The Company offers the professional buyer of used vehicles an end-to-end service, from the visualization of purchase offers to the preparation of the vehicle, to the ordering and purchase of the vehicle, up to the collection or delivery of the vehicle to its site.

After having reviewed the OVEO Platform, the Services offered by the Company and the associated financial conditions, the Buyer is interested in obtaining access to the Platform and the Services, under the conditions stipulated in the General Terms of Services -Buyer (GTU).

These GTU constitute the entirety of the provisions governing the relationship between the Company and the Buyer for the provision and use by the Buyer of the OVEO Platform. Any general terms of purchase or sale of the Buyer or any other contractual document is excluded between the Company and the Buyer. The Buyer is informed that the purchase of the vehicle is governed by the seller’s general terms of sale – this document is available on the Platform, and the Buyer is invited to consult it prior to any purchase.

2 – Definitions

The terms used in the General Terms of Servies beginning with a capital letter, in the singular or plural, shall have the meaning given below:

3 – Duration – Entry into Force

The online acceptance by the Buyer of the GTU implies unconditional acceptance of their content. This validation constitutes proof of the Buyer’s agreement, in accordance with Article 1367 of the Civil Code and Article 1127-2 of the Civil Code. This validation is necessary to access the Platform and the Services. The Buyers declares:

• To have taken note of the conditions under which the Platform operates;
• To be a professional in the purchase of Used Vehicles and to possess all the business, technical, and necessary skills to access and use the Platform and the Services;
• To use the Platform solely for professional purposes in accordance with Article L.110-1 of the Commercial Code.

The GTU may be modified or adjusted at any time by the Company. The updated version of the GTU will be notified to the Buyer and validated online. The latest version will be available online on the Platform.

The GTU, in their successive version, takes effect from their online acceptance by the Buyer at the time of creating the personal account and remains in force until the Buyer’s account is closed.

4 – Terms of Access to the Platform

4.1 Creation of a Personal Space

In order to access the Platform and the Services, the Buyer must have a personal space. The Buyer undertakes to provide information relating to their entity (company name, SIRET number, transmission o f a Kbis extract, address, postal code, country, type of business, email)/ The Buyer undertakes to provide accurate and up-to-date information.

An identity verification procedure for the Buyer and the documents may be carried out by the Company or by a service provider of the Company, in accordance with the requirement of Article 1353 of the Civil Code as well as the GDPR (Regulation EU 2016/679) concerning the processing of identification data.

Once their information has been verified, the Buyer will then be able to log in via their login credentials (email and password) and access their personal space.

4.2 Confidentiality of Login Credentials

The login credentials are strictly personal and confidential. The Buyer is required to implement all necessary measures to preserve their confidentiality and to prevent any identity theft or fraudulent use of their personal space, in accordance with Article 1240 of the Civil Code.

The Buyer undertakes to notify the Company as soon as possible of any loss of their credentials or any fraudulent use detected of their personal space.

Any operation carried out using the Buyer’s login credentials shall be deemed to have been performed by the Buyer and shall be their sole responsibility, unless proven otherwise by the Buyer (Article 1353 of the Civil Code).

The Company reserves the right to temporarily or permanently suspend access to the account in case of suspected fraudulent use, in accordance with the security requirements of digital services (Article 32 of the GDPR and Article 11-7 of the Consumer Code for platforms).

5 – Description of the Services

5.1 Access and Use of the Platform

The Platform allows the Buyer to:

• Access a personal space for monitoring and tracking the history of their Used Vehicles (UV) orders;
• Access the Vehicle Sheets; the information contained in these Vehicle Sheets is provided by the Seller, who is solely responsible for it (Article 1240 of the Civil Code). The price of the UV is calculated by the Company. The photographs of the UVs available on the Platform (Articles 1103 and 1113 of the Civil Code) are made available by the Company. The photographs available on the Vehicle Sheets take precedence over the description. The mileage indicated on the Vehicle Sheet is not guaranteed;
• Order UVs in accordance with the Seller’s general terms and conditions of sale available on the Platform;
• Proceed with the secure payment of the UVs, Services, and fees, in accordance with the requirements of the Monetary and Financial Code (Article L.133-16 et seq.);
• Download the photographs of the UVs in order to reuse them as part of their business activity.

The Company may integrate new Services into the Platform. Unless otherwise stated, these GTU shall apply to such new Services (Article 1199 of the Civil Code).

The Buyer undertakes to use the Platform in accordance with its intended purpose and with the provision of the GTU (Article 1104 of the Civil Code). The use of the Platform is understood to mean its use within the Buyer’s professional needs. Any other use of the Platform not previously authorized in writing is strictly prohibited. As such, the Buyer is prohibited from:

• Any temporary or permanent reproduction of all or part of the Platform (Article L.122-6 of the Intellectual Property Code);
• Any interfacing, connection, or integration with other services or software, including those of the Buyer, without the prior written authorization of the Company (Article L.335-3 of the Intellectual Property Code);
• Any dissemination, distribution, or making available, free of charge or for payment, of all or part of the Platform for the benefit of unauthorized user (Article L.335-2 of the Intellectual Property Code);
• Any extraction or reuse of the databases inherent to the Platform and in particular of the Vehicle Sheets Article sL.342-1 and L.342-2 of the Intellectual Property Code);
• And any fraudulent or unauthorized introduction or attempted introduction into the server or any attack on the Company’s automated data processing system (Article 323-1 of the Criminal Code).

5.2 Hosting and Maintenance of the Platform

The Platform and its content are hosted on the computer servers of the company AWS, whose servers are located in Europe, and to which the Company subcontracts the hosting. The host ensures the physical and logical security of the servers and implements security measures compliant with the standards in force under a best-efforts obligation (Articles 1217 and 1231-1 of the Civil Code) and against data integrity breaches or fraudulent intrusion attempts (Article 323-1 of the Criminal Code), under a best-efforts obligation.

The Company performs backups. However, it is also the Buyer’s responsibility to make their own backups and extract all available information relating to their orders, in accordance with Article 1193 of the Civil Code.

Subject to the technical maintenance windows of the servers and Platform updates that may cause access interruptions, the Company strives to ensure 24/7 access to the Platform.

In case of a malfunction of the Platform identified by the Buyer, the latter shall report it by email tocontact@oveo.com or via the contact area available on the Platform, indicating precisely the circumstances of the malfunction observed. The Company may request the Buyer to provide further details if the description is insufficient to identify and resolve the issue. The Company shall use its best efforts to resolve anomalies as quickly as possible (Article 1196 of the Civil Code).

The Buyer is solely responsible for the security of their own computer system and web access. They are informed of the technical risks inherent to the internet and the resulting possible interruptions of access (Article 1196 of the Civil Code). The Buyer is solely responsible for the effectiveness of their web connection. Consequently, the Company cannot guarantee permanent access to the Platform (Article 1218 of the Civil Code).

5.3 Order and Purchase

The ordering of UVs is only possible online through the Platform under the following terms:

• After reviewing the Vehicle Sheet and accepting the price, the Buyer validates their order basket. The order amount includes the price of the UV, delivery fees according to the chosen collection or delivery method (collection at the storage site or delivery to site), optional service fees, and the Company’s Service fees;
• The Buyer acknowledges the existence of a payment obligation for the order and proceeds to payment by express transfer or manual transfer (Article 1103 of the Civil Code);
• The order is transmitted to the Seller. The Seller may confirm or refuse, in whole or in part, the order within two (2) working days following receipt of the order. The Company is not responsible for the Seller’s decision. The Buyer will receive a confirmation or rejection email regarding their order. If the Seller confirms all or part of the order, this step formalizes the sales contract between the Buyer and the Seller (Article 1583 of the Civil Code). The UV order is firm and final upon its confirmation by the Seller. If the Seller does not respond within the two (2) working days following receipt of the order, it is automatically canceled, and the Buyer will receive a cancellation notice for the payment initiation link.

For any question regarding the tracking of their order, the Buyer may contact the Company via their personal space.

5.3.1 Cancellation of an Order by the Buyer

Any Order placed by the Buyer may be cancelled purely and simply within a strict period of 48 hours from the Buyer’s validation of the Order, provided that the Order has not yet been accepted by the Seller.

Any cancellation request submitted after this period will be rejected, unless expressly agreed by OVEO and the relevant Seller.

In any case, if the Buyer validly cancels their Order prior to the Seller’s acceptance, all amounts paid by the Buyer in connection with the Order shall be fully refunded, subject to any applicable technical fees.

5.3.2 Cancellation of an Order by the Seller

Any Order validated by the Seller under the conditions set forth in Article 5.3 of these Terms is firm and irrevocable. The Seller may not withdraw after having validated the Order.

The Buyer acknowledges that any validated order results in the immediate booking of transport and logistics services with external providers.

In the event of an order cancellation after validation by the Seller, the user expressly accepts that transport costs cannot be refunded, regardless of the reason for cancellation.

This rule applies as soon as logistics services have been initiated.

5.4 Collection at the Storage Site

The Company, through its storage service provider, makes the ordered UV available at the storage site chosen by the Buyer when placing the order. If the Buyer chooses collection from the storage site, the Company will send them a document authorizing the removal of the UV from the storage site (hereinafter “Release Form”) once full payment for the UV and Services has been completed.

Upon receipt of the Release Form, the Buyer must contact the storage site provider to confirm the date and terms of collection and may decide to collect the UV themselves or through a third party they have appointed. This collection is carried out at the Buyer’s own risk and under their sole responsibility (Articles 1196 and 1784 of the Civil Code), particularly regarding their insurance obligations and compliance with the Highway Code (Article L.211-1 of the Insurance Code). Any carrier or person arriving without a Release Form or proof of identity, where applicable (for third-party collection), and/or without the appropriate equipment, will be denied access to the UV. Neither the Seller nor the Company shall be held responsible for any damages during the collection.

The Buyer will be notified of the date when the Vehicle is made available and undertakes to collect it within a maximum period of 12 working days from that date. Beyond this period, the Company reserves the right to automatically charge storage and insurance fees, without prior notice, amounting to €5 excluding tax per UV and per additional day (Article 1231-6 of the Civil Code).

This is without prejudice to the Seller’s right to terminate the sale after a formal notice to the Buyer to collect the Vehicle remains ineffective for 15 working days. In the event of termination of the sale, the Seller will refund the sums paid by the Buyer, less storage, insurance, and Service fees due, as well as a termination indemnity set at 20% of the total sale price (Article 1231-5 of the Civil Code).

5.5 Delivery

The Buyer may choose, when placing their order, to have the ordered UVs delivered to their site(s) whose details they have provided. Delivery is carried out by a carrier contracted by the Company once full payment for the UV and Services has been completed:

• Either by truck, under the rates and conditions stated at the time of the order;
• Or by the partner Driive Me, whose delivery terms are specified in their own general terms and conditions of convoying sale.

Delivery can only take place in mainland France, excluding Corsica and other metropolitan islands, to an address corresponding to a physical sales site accessible by car transporter in the case of truck delivery. Delivery cannot be made on weekends or on public holidays. The Buyer, if they wish, may contact the delivery provider to know the approximate delivery date. The delivery times indicated are for information purposes only and have no contractual value (Article 1231-1 of the Civil Code); the Company cannot, under any circumstances, be held responsible for delivery delays.

The delivery and receipt of the UV are subject to a Delivery Slip, countersigned by the carrier and the Buyer, serving as proof between the parties (Article 1367 of the Civil Code).

The UVs offered for sale by the Seller are delivered as-is, without any guarantee of conformity or hidden defects from the Seller (Article 1643 of the Civil Code), as the Seller and Buyer are both professionals of the same specialty or sector with shared technical expertise.

The UVs are sold with their original Administrative Documents. Delivery of the Administrative Documents is carried out by the Seller by postal mail to the Buyer’s address as soon as possible following order validation.

5.6 Claims and After-Sales Service

A) Claims and Reservations
Any reservation or dispute regarding the conformity of the UV must, at the time of collection from the storage site or upon delivery of the UV and in the presence of the carrier:

• Be explicitly and precisely mentioned by the Buyer on the Release Form or Delivery Slip (Article L133-3 of the Commercial Code);
• Appear on the carrier’s copy of the Delivery Slip, with the date, time, and signature of the recipient.

Only claims confirmed to the claims department via the personal space within 48 hours following collection or delivery of the UV (and whose complete file has been sent to OVEO within 8 days following the declaration) will be taken into account, provided that they concern elements not mentioned on the descriptive Vehicle Sheet or inspection report.

The Company forwards the claim or reservation to the Seller, who alone is authorized to handle it in accordance with their own general terms and conditions of sale. The Company merely transmits claims and reservations and is not responsible for the Seller’s processing time or response. The Buyer is invited to consult the Seller’s general terms of sale to know the handling and resolution procedures for claims.

5.7 Company’s Commitments

The Company undertakes, under a best-efforts obligation (Article 1231-1 of the Civil Code), to:

• Make the Platform available to the Buyer;
• Provide the Services in accordance with these terms;
• Provide a Platform compliant with applicable laws and regulations, in particular regarding consumer law (Article L221-1 of the Consumer Code), personal data protection (Regulation EU 2016/679 – GDPR and the French Data Protection Act), and electronic commerce (Article 19 of the Law for Confidence in the Digital Economy No. 2004-575 of June 21, 2004). In the event of a loss of compliance on the Platform, the Company undertakes, at its own expense and promptly, to take all necessary measures to restore compliance (Article 1193 of the Civil Code).

The Company does not guarantee the total absence of interruptions, errors, or anomalies, and the Buyer acknowledges that the provision of the Platform is subject to a best-efforts obligation and not an obligation of result.

5.8 Buyer’s Commitments

The Buyer undertakes to:

• Provide accurate information when creating their personal space and update their information via their personal space in accordance with Article 1104 of the Civil Code and Article L123-1 of the Commercial Code;
• Comply with these GTU (Article 1103 of the Civil Code);
• Comply with the Sellers’ and partners’ general terms of sale specified in the GTU or via the Platform;
• Carefully read all information contained in the Vehicle Sheets before placing any order (Article 1112-1 of the Civil Code);
• Commit to fulfilling the order and paying the price in accordance with the financial terms of the GTU and the provisions of Articles 1342 et seq. of the Civil Code;
• Carefully verify the nature, condition, quantity, and, more generally, the conformity of the delivered UV with the content of the relevant order, upon collection from the storage site or upon delivery (Article 1604 of the Civil Code).

The Buyer is informed and accepts that the transfer of risks and responsibilities for the UV takes place upon delivery of the UV to the Buyer’s site or upon collection of the UV from the storage site by the Buyer (Article 1196 of the Civil Code)

6 – Financial Conditions

6.1 Price of the Used Vehicles (UV)

The prices of the Used Vehicles () are expressed in euros including taxes (TTC), including Service fees, excluding delivery or optional service fees; the applicable taxes are those in effect on the date of invoicing, in accordance with Article 256 and following of the French General Tax Code.
The Vehicles ordered are sold at the price appearing on the order. The full agreed price must be paid by the Buyer to the Seller by bank transfer at the end of the order within 4 working days via the payment initiation link generated by BRIDGE SAS.
The Seller and the Buyer may agree on specific payment conditions, which must then result in the establishment of a contractual document specifying them. These terms must mandatorily be set out in a written contractual document specifying the derogatory conditions, in accordance with Article 1359 of the Civil Code and Article L441-10 of the French Commercial Code. In the event that the Buyer does not proceed with the payment of the Vehicles, the Seller, after formal notice remaining ineffective for 15 days for non-payment, may freely choose either the forced execution of the sale or the termination of the sale (Article 1217 and following of the Civil Code), without prejudice to the Seller’s right to damages (Article 1231-1 of the Civil Code).

6.2 Service Fees

The Service fees, corresponding in particular to the provision and use of the Platform, the presentation of the Vehicles, the maintenance and hosting as well as all associated Services, are invoiced to the Buyer in return for access to the Services.
These fees are calculated according to a progressive scale by brackets, similar to that used for tax brackets, divided into four (4) levels as follows.

For example, for a vehicle priced at €19,200 including VAT, the Service Fees excluding VAT are calculated based on the sale price excluding VAT (€16,000) * and broken down as follows:

• 7% on €0 to €5,000 = €350 excl. VAT
• 7% on €5,001 to €10,000 = €350 excl. VAT
• 5% on €10,001 to €15,000 = €250 excl. VAT
• 5% on €15,001 to €16,000 = €50 excl. VAT

The total Service Fees related to the vehicle amounted to €350 + €350 + €250 + €50 = €1,000 excluding tax,i.e. €1,200 including tax.

Special case: in the event that the Vehicle is sold with non-recoverable VAT, the calculation of the Service fees is then based on the total sale amount including tax (i.e. €19,200 TTC in the example above).
The Service fees are due to the Company in return for the services provided and are subject to an invoice in compliance with Article L441-9 of the Commercial Code. They must be paid according to the financial terms provided for in Article 6.1 above.6.4 Purchase Methods

6.4 Purchase Methods

The Company offers three purchase methods for the Used Vehicles (UV):

• Fixed price: the Buyer purchases the UV at the price indicated via the Platform. The validation of the order constitutes firm and definitive acceptance of the sales offer, in accordance with Article 1113 of the Civil Code.
• Auction: all Buyers may access the auction. The Platform indicates the starting bid price for the purchase of a UV, as well as the duration of the operation. Buyers may bid by successively submitting a purchase offer higher than previous offers. The Buyer having made the highest bid at the end of the operation wins the auction and proceeds with the order and payment of the UV. The Platform also allows the Buyer to set up an automatic bid up to a ceiling defined by the Buyer. The closing of the auction constitutes adjudication, forming the sales contract in accordance with Article L321-14 of the Commercial Code.
• Submission or sealed bid auction: the Buyer defines on the Platform his best purchase offer for a UV, without knowing either the indicative reserve price of the UV or the amounts of the offers made by other Buyers for that UV. The Buyer who has made the best offer wins the submission and proceeds with the order and payment of the UV under the conditions provided for in these Terms of Use.

In all cases, the purchase offer validated by the Buyer is firm, irrevocable, and binding in accordance with Articles 1114 and 1115 of the Civil Code. The sales contract between the Seller and the Buyer is deemed concluded upon confirmation of the order by the Seller, in accordance with Article 6.3 hereof.
The Buyer expressly waives invoking any right of withdrawal, it being understood that the sale takes place between professionals in accordance with Article L221-3 of the Consumer Code.

6.5 Payment Methods

The Company offers two payment methods:

• Express transfer, via the service provider BRIDGE SAS;
• Manual transfer via the service provider Xpollens.

The Company is mandated by the Seller to collect, in their name and on their behalf, the sales price of the UV transactions carried out via the Platform.
For the Buyer, the total order amount includes the price of the UV, the Service fees, and the delivery or optional service fees. The amount is payable exclusively in euros and in full at the time of order validation. Any exchange fees are entirely borne by the Buyer.
Upon issuance of the order by the Buyer, a payment initiation link for the total order amount is generated by the Buyer. The Buyer proceeds with payment by transfer. The amount will be held in escrow. Upon confirmation of the order by the Seller, the payment of the order is collected and distributed as follows:

• The total amount of the UV price is paid to the Seller, minus the Service fees and delivery or optional service fees;
• The Service fees and delivery or optional service fees are paid to the Company for payment, where applicable, to its service providers.

As part of its legal obligations to combat fraud and money laundering (Articles L561-2 and following of the Monetary and Financial Code), the Company may verify the Buyer’s identity and/or bank details before any delivery. The Buyer agrees to provide all requested supporting documents. Failure to provide them within the allotted time may result in the Company canceling the related order.

Any payment delay gives rise to a penalty equal to three (3) times the legal interest rate in force in France (Article L441-10, II of the Commercial Code) plus a fixed sum of €40 intended to cover recovery costs (Article D441-5 of the Commercial Code). When the recovery costs incurred exceed this fixed amount, the Company may claim additional compensation upon justification.
The existence of unpaid amounts by the Buyer authorizes the Company and/or the Seller to refuse any new orders from this Buyer, without prejudice to possible damages.

7 – Intellectual Property

7.1 Ownership and License to Use the Platform

The Company has developed the OVEO Platform and holds all copyright on the elements composing the Platform, including the source code and object code, developments and configurations, algorithms, Platform structure, related databases, as producer (Article L341-1 of the Intellectual Property Code), graphical interfaces, processes, graphics and logos, documentation, and all Platform content, as well as the website https://oveo.com/.
The Company holds producer rights on all the databases.
Any reproduction, representation, modification, adaptation, translation, extraction, reuse, or distribution, in whole or in part, of the Platform and its elements, by any means and on any medium, outside the functionalities offered by the Platform, is strictly prohibited without prior written authorization from the Company (Articles L122-44 and following of the Intellectual Property Code).
The Company also holds intellectual property rights on the OVEO brand, as well as on logos, domain names, and associated distinctive signs. Any total or partial reproduction of these signs, without express prior authorization from the Company, constitutes an infringement punishable under Articles L713-2 and following of the Intellectual Property Code.
The Company grants the Buyer a personal, non-transferable, non-assignable, and non-exclusive right to use the Platform, limited to their professional needs and for the duration of the contract. This license is granted strictly on a personal basis and cannot be interpreted as any transfer of intellectual property rights within the meaning of Articles L131-3 and following of the Intellectual Property Code.
Any use not in compliance with these terms may engage the Buyer’s liability, without prejudice to the Company exercising any action for infringement and/or unfair competition.

7.2 Guarantee of Peaceful Enjoyment Regarding the Platform

The Company guarantees to the Buyer that it holds all intellectual property rights necessary to conclude these Terms and, as such, that the Platform does not infringe the rights of third parties and does not constitute an infringement of a pre-existing work (within the meaning of Articles L122-4 and L335-2 of the Intellectual Property Code). The Company guarantees the Buyer against any action for infringement that could be brought against them by any individual or legal entity claiming an intellectual property right over the Platform.

To this end, the Company undertakes to defend the Buyer against any intellectual property infringement action solely based on an alleged infringement and relating to the Platform, provided that:

It has been immediately notified in writing by the Buyer;

The alleged infringement does not result from the Buyer’s actions or that the action does not arise from a violation of these provisions by the Buyer.

The Company shall have sole control over how to conduct the action and shall have full discretion to settle or pursue any proceedings of its choice. The Buyer must provide all information, elements, and assistance necessary for the Company to successfully conduct its defense or reach a settlement.

8 – Protection of Personal Data

The Company and the Buyer commit to complying with the applicable legal provisions regarding the protection of Personal Data, and in particular:

• Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data;
• Law No. 78-17 of 6 January 1978 relating to information technology, files, and civil liberties, as consolidated;

The Company is responsible for the processing of Personal Data carried out in the context of the execution of the Terms of Use, notably for access and creation of the personal space using an email address. The email provided by the Buyer for the execution of the Terms of Use may be a generic address and not a personal one. The Company processes the following Personal Data:

Recipients of your data may include partner service providers involved in the execution of the Services, namely storage yard providers, transporters, and payment institutions or solutions.

The Company attaches particular importance to the security of personal data. It has implemented technical and organizational measures appropriate to the sensitivity of the personal data, in order to ensure data integrity and confidentiality and to protect it against any malicious intrusion, loss, alteration, or disclosure to unauthorized third parties.

The Company outsources the hosting of the Platform and the data to AWS, whose servers are located in the European Union.

The Buyer may exercise their rights of access, right to rectification of data, right to data erasure, right to restrict processing, rights to object, right to data portability, and right to lodge a complaint, under the conditions defined by the applicable texts.

All the aforementioned rights can be exercised via the following email address: contact@oveo.com or through the contact form available on the Platform.

9 – Confidentiality

The Parties firmly commit that all confidential information exchanged within the framework of the Terms of Use, and in particular information relating to the Platform (technical, strategic, economic information) and commercial information relating to orders:

• Shall be protected and kept strictly confidential by them and all of their personnel;
• Shall be treated with the same degree of protection as they accord to their own confidential information of similar importance;
• Shall not be disclosed, nor be likely to be disclosed, directly or indirectly, to any third party.

The Parties ensure respect of this confidentiality obligation by the members of their personnel (employees, agents, consultants, subcontractors) to whom they communicate the confidential information.

Furthermore, the Parties commit to:

• Not infringe, in any way, the intellectual property rights of the other Party;
• Maintain copyright notices and other proprietary or confidentiality mentions appearing on the various elements and documents communicated, whether originals or copies.

10 – Liability and Damage

10.1 Cases of Liability

The liability of either Party can only be engaged in the case of proven fault, directly attributable to the Party in question.

The Buyer acknowledges that:

• They use the Platform and the Services at their own risk;
• As a professional in the automotive sector and a professional vehicle reseller, they must carefully and at their own risk verify the accuracy and completeness of the information provided by the Seller regarding the used vehicles (UV) offered for sale. If the Buyer considers that the information provided is incomplete, contradictory, or ambiguous, they must refrain from placing any order. Accordingly, the Buyer undertakes not to hold the Seller liable for lack of information.

In any case, the total cumulative liability of the Company towards the Buyer, regardless of the cause, is expressly limited to the total amount paid by the Buyer for the order concerned.

10.2 Limitation and Exclusion of Liability

To the extent permitted by law, the Company shall not be liable for:

• Misuse of the Platform and the Services by the Buyer;
• The quality, completeness, truthfulness, or accuracy of information provided by the Buyer, the Seller, or third parties;
• Any failure of the Internet network or means of communication.

In any case, the total cumulative financial liability of the Company, for all damages combined, is expressly limited to the amounts actually received by the Company for the order concerned.

In the event of force majeure or third-party acts, the Company shall not be held liable for non-performance or delays in the performance of its obligations resulting from a force majeure event within the meaning of Article 1218 of the Civil Code, or any act attributable to a third party (including technical service providers, hosts, transporters, or payment institutions).

10.3 Damage

The Company can only be held liable for direct, certain, personal, and foreseeable damages suffered by the Buyer, resulting from a proven breach of the Company’s contractual obligations, in accordance with Article 1231-3 of the Civil Code.

Pursuant to Article 1231-4 of the Civil Code, the Company expressly excludes any compensation for unforeseeable or indirect damages, including in particular:

• Loss of profit, margin, turnover, or revenue;
• Loss of customers, business opportunities, or reputation;
• Loss of data or damage to IT systems;
• Damages resulting from third-party actions.

In the event of proven liability of the Company, such liability is strictly limited, for all damages and all causal events combined, to a maximum amount of fifty thousand (50,000) euros, this cap applying in accordance with Article 1231-3 of the Civil Code and established case law regarding limitation of liability clauses, except in cases of gross fault by the Company.

11 – Termination

11.1 Termination at the Buyer’s Request

The Buyer may terminate access to the Platform and the Services by requesting the deletion of their account via the contact form or by sending an email to the following address: contact@oveo.com. A confirmation request of account deletion will be sent to the Buyer. Upon receipt of this confirmation, the Company will delete the personal space and all of the Buyer’s data available on the Platform.

In accordance with Article 17 of Regulation (EU) 2016/679 (GDPR) and Articles 38 to 40 of Law No. 78-17 of 6 January 1978, as amended (Informatics and Liberties Law), the Buyer has the right to have their personal data erased. Account deletion therefore results in the erasure of data, except where retention is required by law, such as under Article L123-22 of the Commercial Code, which mandates keeping accounting documents and supporting documents for 10 years.

It is the Buyer’s responsibility to extract, before deletion of their personal space, all documents related to the management and monitoring of their past orders, as the Company has no obligation to retain or subsequently transmit these documents beyond the aforementioned legal deadlines.

11.2 Termination for Breach

In the event of non-compliance with these Terms of Use and without prejudice to any common law action that may be available, the Company reserves the right to:

• Suspend the Buyer’s account while conducting the necessary verifications and until the cause of suspension has been resolved; if the cause of suspension is not remedied within 30 calendar days from notification, the Company shall close the Buyer’s account;
• Close and delete the Buyer’s account and terminate these Terms of Use, particularly in the case of repeated breaches of obligations under the Terms of Use, non-compliant use of the Platform and Services, or suspicion of fraud or payment failure.

The Company will send an incident notification to the Buyer indicating:

• Either the suspension of their account and the reasons for remediation within 30 days;
• Or the closure of their account due to the severity of the breaches and the date of account closure.

The Buyer may not hold the Company liable in the event of account closure, in accordance with Articles 1217 and 1224 of the Civil Code regarding sanctions for contractual non-performance.

In accordance with Article 17 of Regulation (EU) 2016/679 (GDPR) and Articles 38 to 40 of Law No. 78-17 of 6 January 1978, account deletion results in the erasure of the Buyer’s personal data, except where legally required to retain it. In particular, under Article L123-22 of the Commercial Code, accounting documents and supporting evidence must be retained for a legal period of 10 years.

It is the Buyer’s responsibility to extract, before the final deletion of their personal space, all documents related to the management and tracking of past orders.

12 – Insurance

The Company declares that it is insured for civil and professional liability with a company of recognized solvency for material and immaterial damages resulting from the performance of these Terms of Use.

The Company undertakes to maintain this insurance in force throughout the execution of the Terms of Use in order to cover material and immaterial damage resulting from the performance of the Services and from the Buyer’s use of the Platform.

13 – Force Majeure

The Parties cannot be held liable for the non-performance of their obligations under the Terms of Use if such non-performance is due to a force majeure event, as defined by Article 1218 of the Civil Code, it being understood that each Party undertakes to minimize the harmful consequences for the other Party.

The Party affected by the event and prevented from performing its obligations must inform the other Party in writing as soon as possible after becoming aware of it, specifying the circumstances and the expected duration of the force majeure event.

If the performance of the Terms of Use is prevented for a continuous period of one (1) month due to a force majeure event, either Party may terminate the Terms of Use immediately by registered letter with acknowledgment of receipt sent to the other Party, effective from the date of dispatch, or by any other appropriate means if sending such a letter is impossible.

Notwithstanding this termination, it is understood that amounts already invoiced or to be invoiced prior to the occurrence of the force majeure event shall remain payable, in accordance with the general principles of the Civil Code, Article 1218, and case law related to force majeure.

14 – General Provisions

14.1 Non-Waiver

No tolerance or failure to enforce any provision of these Terms of Use may be interpreted as a waiver of the rights or prerogatives of a Party, in accordance with the provisions of Article 1217 of the Civil Code, which provides that a creditor may tolerate the debtor without this constituting a waiver of their rights.

14.2 Commercial References

In accordance with prevailing commercial practices and Article L.121-1 of the Consumer Code, the Buyer authorizes the Company to use its name as a commercial reference, notably in its commercial presentations, responses to calls for tender, or requests for commercial proposals.

14.3 Assignment

The Company is free to assign this contract, in whole or in part, to any company within its group, in accordance with the provisions of Articles 1690 and following of the Civil Code. The assignment may also occur in the context of any reorganization resulting in a universal transfer of assets (merger, assignment, partial contribution of assets, or partial asset transfer).

14.4 Nullity

If one or more provisions of these Terms are found to be invalid or declared as such under a law, regulation, or following a final decision of a competent court, the other provisions shall retain their full force and effect, in accordance with Article 1170 of the Civil Code. However, if the annulled provision constitutes a determining element of a Party’s commitment, that Party may request revision or termination of the contract pursuant to Article 1184 of the Civil Code.

14.5 Independence of the Parties

Each Party acts on its own behalf and for its own account as an independent merchant. Neither the Buyer nor the Company may, under any circumstances, be considered as an agent, distributor, representative, or proxy of the other Party in the execution of the Terms of Use or for any other activity, in accordance with Articles 1984 and 1992 of the Civil Code on mandate and contractual independence.

Any notion of a corporate act or affectio societatis, as well as any sharing of losses or profits, is strictly excluded from the Terms of Use.

Neither the Buyer nor the Company may assume, create, or accept any responsibility or obligation on behalf of the other Party without prior written authorization.

The Company is in no way a reseller of the used vehicles offered by Sellers through the Platform. Thus, the vehicles ordered via the Platform cannot be taken back by the Company, in accordance with the provisions of the Commercial Code on distribution and commercial intermediation (Articles L.110-1 and following).

14.6 Subcontracting

The Company may freely subcontract all or part of the Services to providers of its choice, provided that these subcontractors comply with applicable legal and regulatory obligations, notably:

• The EU Regulation 2016/679 (GDPR) for the processing of personal data;
• The Labor Code and Commercial Code for subcontracting and contractual liability;
• The security and confidentiality conditions provided in these Terms of Use.

15 – Governing Law and Jurisdiction

These Terms of Use are governed by French law, in accordance with the provisions of the Civil Code (Articles 1101 et seq. relating to contracts) and the Commercial Code (Articles L.110-1 et seq.).

In the event of a dispute arising between the parties regarding the validity, performance, or interpretation of the Terms of Use, the parties agree to cooperate diligently and in good faith to seek an amicable solution, in accordance with the principles set forth in Article 2064 of the Civil Code on the amicable resolution of disputes and Articles L.611-1 et seq. of the Commercial Code relating to commercial mediation.

If, however, no amicable agreement is reached within one (1) month from the receipt of a letter notifying the other party of the existence of the dispute, the parties expressly agree to submit the dispute to the Court of Versailles for resolution, notwithstanding multiple defendants or third-party claims, in accordance with the provisions of Articles R.210-1 et seq. of the Code of Judicial Organization.

The obligation to respect the above deadline does not apply to emergency or conservatory proceedings, whether in summary proceedings or upon request (Articles 808 et seq. of the Civil Procedure Code). For such emergency or conservatory proceedings, express jurisdiction is also granted to the Commercial Court of Versailles, in accordance with Article L.721-3 et seq. of the Commercial Code and the provisions of the Civil Procedure Code relating to summary and conservatory measures.