Terms of Sale and Intermediation

Sales exclusively between automotive professionals · Last updated: July 2026.

1. Purpose, scope and enforceability

These terms (the Terms) constitute the general terms of Biancar (BGT). They mandatorily govern any order placed with Biancar, as well as any intermediation or transaction in used and 0 km vehicles, whatever the channel used (biancar.fr platform, email, purchase order or any other channel) and whether or not the Buyer is registered on the platform. They appear on or are referenced by the purchase orders and invoices. They apply exclusively to Buyers and Suppliers acting as informed automotive professionals, to the exclusion of any consumer. Any order, reservation or offer implies full and unreserved acceptance of these Terms. The Buyer waives any reliance on its own general purchasing conditions or any conflicting document, which are unenforceable against Biancar.

Definitions: Biancar means the platform and business operated by BGT (SAS), trading as Biancar. Supplier means the partner that originally owns the vehicle. Buyer means the automotive professional who orders, reserves or offers. Vehicle means the vehicle concerned.

2. Biancar's modes of intervention: intermediation or resale

Biancar acts under one of the two following modes, specified no later than on the purchase order or invoice:

• (a) Intermediation / commission. Biancar brings the Buyer and the Supplier together and receives a commission. The sale contract is formed directly and exclusively between the Buyer and the Supplier. Biancar remains a third party to that contract, acts as a good faith intermediary and undertakes no joint liability with the Supplier.
• (b) Resale (trading). As part of its trading activity, Biancar (BGT) buys the Vehicle from the Supplier and then resells it to the Buyer, issuing an invoice in its own name. There are then two distinct and successive sale contracts: one between the Supplier and Biancar, the other between Biancar and the Buyer. Biancar is then a party to the sale concluded with the Buyer, within the limits set out in articles 3, 5, 14 and 15.

3. Biancar's role and limitation of liability

Biancar strives to present selected Suppliers and reliable information. Accordingly, to the extent permitted by law:

• Biancar does not guarantee the accuracy, completeness or currency of the information, descriptions, photographs and reports provided by the Supplier, which it passes on for information only;
• under the intermediation mode (article 2 a), as Biancar is not a party to the sale contract, it assumes under that contract no obligation of warranty, conformity or settlement of the dispute, nor any joint liability with the Supplier;
• under the resale mode (article 2 b), Biancar is the seller to the Buyer; its liability is governed and capped by article 5 and by the as is sale (articles 14 and 15);
• in any event, Biancar excludes indirect damages (loss of business, loss of profit, downtime, loss of clientele, storage or return transport costs, damage to reputation) and, save for gross negligence or wilful misconduct by Biancar, its liability is capped: under intermediation, at the amount of the commission or margin actually received by Biancar on the transaction; under resale, within the limits of article 5.

These limitations apply between informed professionals. They do not apply in the event of gross negligence or wilful misconduct by Biancar, nor where the law prohibits them.

4. Information, descriptions, photographs and reports

Descriptions, photographs, technical sheets and inspection reports originate from the Supplier or from third parties (inspection bodies). They are provided as mere indicative technical illustration. Photographs are non contractual; the colour or shade, options, equipment, trim, accessories and the mileage stated are approximate and may differ from the Vehicle delivered. Biancar does not validate, certify or guarantee the accuracy of these materials. It is the Buyer's responsibility, as an automotive professional, to review them, request any additional information and, if it sees fit, carry out any inspection of the Vehicle itself or through an expert before committing. The Buyer acknowledges having the skills required to assess the condition and value of the Vehicle.

5. Resale (trading) sales: chain of contracts and back-to-back limitation

Where Biancar acts under the resale mode (article 2 b), its obligations towards the Buyer are strictly back-to-back with those the Supplier actually performs towards Biancar. Accordingly, to the extent permitted by law:

• Biancar passes on to the Buyer only the rights, warranties and remedies that it holds against the Supplier or the manufacturer. On first request, the Buyer is subrogated into those rights and exercises the remedies directly against the Supplier, Biancar assigning to it its claims;
• in the event of non-delivery, delay or non-conformity attributable to the Supplier (source), Biancar endeavours to obtain performance or termination from the Supplier. Any refund to the Buyer is due only up to, and subject to, the sums actually recovered by Biancar from the Supplier, Biancar not being required to refund out of its own funds, and to the exclusion of any other indemnity;
• a mere allegation by the Buyer of a defect, damage or non-conformity does not entail any take-back of the Vehicle or any refund obligation; any take-back is at Biancar's sole discretion and is subject, where applicable, to a separate negotiated agreement;
• Biancar does not guarantee the acts, breaches or insolvency of the Supplier and assumes no liability for indirect damages resulting from a breach by the Supplier;
• save for gross negligence or wilful misconduct by Biancar, Biancar's liability under a resale sale may not exceed the sums it has actually recovered from the Supplier for the Vehicle concerned.

Non-delivery, fraud, misappropriation or insolvency of the Supplier is a matter exclusively attributable to the Supplier, of which both Biancar and the Buyer may be victims. Biancar is not liable for it; it provides the Buyer with the relevant evidence and information, transfers or subrogates to the Buyer its rights and actions against the Supplier, and cooperates in good faith with any amicable or legal action, including criminal proceedings, brought against the Supplier. Sums recovered from the Supplier, less recovery costs, are returned to the Buyer up to the amount it paid.

The Buyer, an informed professional, expressly accepts Biancar's status as a trading intermediary in the distribution chain and the back-to-back nature of its obligations.

6. Firm and irrevocable purchase commitment

Ordering or reserving a Vehicle at the displayed price, or a Buyer's price offer once accepted, after express acceptance of these Terms, constitutes a firm, final and irrevocable purchase commitment, subject to availability and confirmation. The commitment is time stamped and stored as evidence. The sale is deemed formed upon its confirmation. The Buyer has no right of withdrawal, unilateral cancellation or disengagement, these sales being concluded between professionals.

7. Prices

Prices are in euros. For Buyers established in France, they are quoted excluding and including VAT. For Buyers established outside France, they are quoted excluding VAT (netto), within the framework of an intra community supply subject to the VAT exemption conditions. Transport, registration, taxes and administrative costs are not included unless stated otherwise. Under the intermediation mode, Biancar adds no commission to the price shown to the Buyer.

8. Deposit on order

Confirmation of an order may be subject to payment of a deposit, the amount of which is stated on the purchase order or proforma invoice. This is a deposit (acompte), not earnest money (arrhes) within the meaning of article 1590 of the French Civil Code: it grants no right to withdraw. In the event of default, withdrawal or cancellation attributable to the Buyer (article 11), the deposit is retained by the seller as an indemnity and is set off, where applicable, against the penalty clause. The deposit is refunded only where the order is cancelled through no fault of the Buyer, and then according to the applicable mode (in particular, under resale, within the limits of article 5).

9. Payment and retention of title

Unless otherwise agreed, the balance is paid by bank transfer prior to collection or delivery. The Vehicle remains the property of the seller (Supplier or Biancar depending on the mode) until full payment of the price (retention of title). Until such payment, the Buyer may not resell, pledge or modify the Vehicle; in the event of resale before payment, the resale price is assigned by right to the seller up to the amount of its claim. The Buyer nevertheless bears the risk from handover (article 12). Between professionals, any late payment automatically triggers the statutory late payment penalties and the fixed recovery indemnity.

10. Availability

Vehicles are offered subject to availability at the Supplier. If a Vehicle becomes unavailable before confirmation or delivery, the Buyer is informed as soon as possible and the commitment is cancelled by right. Any sums paid for that Vehicle are refunded according to the applicable mode, refunds under resale operating within the conditions of article 5, without any other compensation on either side.

11. Buyer default and penalty clause

If the Buyer defaults after the sale is formed (refusal or failure to pay, transfer not executed within the agreed period and failing that within forty eight hours, refusal to take delivery), the sale may be terminated by right by the seller, eight days after a formal notice that has remained without effect. As a penalty clause (article 1231-5 of the French Civil Code), the defaulting Buyer owes the seller (the Supplier or Biancar as named on the invoice) a fixed indemnity equal to 25% of the VAT inclusive price of the Vehicle, any deposit paid being retained and set off against that indemnity, without prejudice to compensation for any additional loss. Where Biancar acted as intermediary, it further retains its right to its commission or intermediation fee.

12. Delivery, collection, transport and transfer of risk

Collection or delivery is agreed upon confirmation of the order. Collection or delivery times are given for guidance only; a delay gives no right to compensation or cancellation. Unless otherwise agreed, risk in the Vehicle passes upon its handover to the Buyer or to the carrier, including where transport is arranged on the Buyer's behalf or through Biancar. Where Biancar arranges transport, it acts as a mere intermediary: it is not liable for damage, loss, delay or shortage occurring during transport, the Buyer exercising its remedies directly against the carrier.

13. Administrative documents and formalities

The Vehicle's documents (certificate of conformity, registration certificate or its equivalent, tax clearance, invoices) are handed over in accordance with practice and their availability from the Supplier or the manufacturer. The times for making documents available are indicative and cannot engage Biancar's liability beyond the limits of articles 3 and 5. It is for the Buyer to complete, at its own expense and under its own responsibility, the import, customs clearance, registration and roadworthiness formalities in its country, as well as the corresponding VAT declarations. Biancar does not guarantee the Vehicle's eligibility under the Buyer's local regulations.

14. As is sale, reconditioning costs and discrepancies

Vehicles, used or 0 km, are sold strictly as is, in the condition in which the Buyer accepts them, as presented in the listing and the report made available, whether the sale is concluded with the Supplier (intermediation) or with Biancar (resale). Accordingly:

• all costs of reconditioning, preparation, cleaning, repair, parts, technical inspection and roadworthiness remain the sole responsibility of the Buyer and may not give rise to any price reduction, retention, set-off or indemnity;
• discrepancies between the Vehicle delivered and its presentation (colour or shade, options, equipment, trim, accessories, approximate mileage, non contractual photographs, clerical errors) do not constitute a non-conformity giving rise to refund, price reduction or cancellation, the Buyer, as a professional, dealing with them itself;
• the defects, wear, marks and damage usual for a used vehicle are deemed known to and accepted by the Buyer.

15. Warranties and exclusions

As these are sales between automotive professionals of the same specialty, whether the sale is concluded with the Supplier or with Biancar, and to the extent permitted by law:

• the warranty against hidden defects (articles 1641 et seq. of the French Civil Code) is expressly excluded, the Buyer, a professional of the same specialty, being deemed able to detect any defects and bearing the risks of defects that are not apparent or revealed after delivery;
• the seller owes no warranty other than handing over the Vehicle in the condition described; any manufacturer warranty or warranty granted by the Supplier is exercised directly against the party granting it;
• consumer protection provisions (legal warranty of conformity, right of withdrawal) do not apply, the Buyer acting for the purposes of its professional activity.

16. Claims, commercial gestures and disputes

Under the intermediation mode (article 2 a), any claim relating to the Vehicle (condition, conformity, characteristics, documentation, delivery) falls within the relationship between the Buyer and the Supplier. The Buyer addresses its claim directly to the Supplier; Biancar may facilitate dialogue in good faith, without being obliged to do so, without substituting itself for the Supplier, without guaranteeing the outcome of the dispute, and without bearing the financial consequences of a dispute to which it is not a party.

Under the resale mode (article 2 b), the Buyer addresses its claim to Biancar. It is handled solely within the limits of article 5: obligations back-to-back with the source, no take-back or refund on a mere allegation, any refund limited to the sums recovered from the Supplier, subrogation of the Buyer into the remedies against the Supplier, exclusion of indirect damages.

The parties favour an amicable resolution of any dispute. Any discussion, tolerance or commercial gesture by Biancar (contribution, credit, take-back, discount) is discretionary, is made without any admission of liability, does not constitute a precedent and cannot found any later claim. Failing an amicable agreement, article 20 applies.

17. Force majeure

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. However, the Buyer's payment obligation for a Vehicle allocated to it may not be suspended or cancelled by an event affecting its own commercial or financial situation.

18. No waiver and severability

Biancar's failure to rely on a provision of these Terms or to tolerate a breach does not amount to a waiver of its right to rely on it later. If a provision is held void, unlawful or unenforceable, the remaining provisions remain in full force and the provision concerned is deemed replaced by a valid clause producing the closest economic effect.

19. Personal data

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20. Governing law and jurisdiction

These Terms and the intermediation or sale operations arising from them are governed exclusively by French law, to the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Convention). Any dispute regarding their validity, interpretation, performance or termination, including in summary proceedings, incidental claims, third party proceedings or multiple defendants, falls under the exclusive jurisdiction of the Commercial Court of Paris, the Buyer waiving any other jurisdiction.