GENERAL TERMS AND CONDITIONS OF SALE

Applicable version [2024.10.25].

1. Application of the general terms and conditions of sale – Enforceability

The purpose of these general terms and conditions of sale (the “GTCS“) is to define the conditions under which SAS NANOMADE LAB, with capital of €12 906, whose registered office is located at 2 Pierre Place Potier in Toulouse (31100), registered under number 878 882 067 RCS Toulouse (the “Seller“) sells highly sensitive, ultra-fine, flexible deformation sensors (the “Products“) to any professional Buyer acting for purposes within the scope of his commercial or liberal activity (the “Buyer“) who requests them via the Seller’s website or by direct contact.

The GTCS apply without restriction or reservation to all sales made by the Seller to the Buyer, regardless of any clauses that may appear in the Buyer’s documents, and in particular its general terms and conditions of purchase. In accordance with current regulations, the GTCS shall systematically be sent to each Buyer to enable them to place an order.

All orders for Products shall imply acceptance by the Buyer of the GTCS. In the event of purchase via the Seller’s website, the GTCS shall be subject to acceptance by the Buyer who shall, before the order is taken into account, tick a box to this effect after having read the document. The information contained in the Seller’s catalogues, prospectuses and price lists is given for information only and may be revised at any time. The Seller has the right to make any changes it deems necessary. The fact that the Seller does not avail itself of any of the GTCS at a given time may not be interpreted as a waiver of the right to avail itself of any of the said conditions at a later date.

• Products

2.1 Characteristics of the Products. The characteristics of the Products shall be presented on the Seller’s website accessible at the following address: https://preprod.nanomade.com/fr/ (the “Website“). The Products are exclusively intended to be used as part of a product development process prior to the production phase of a finished product and are not intended to be inserted into a finished product prior to the completion of the testing phase. The Products shall not be sold to a consumer and the Seller shall not guarantee the safety or performance of the Products in the context of any professional or non-professional use.

Despite all the care taken in the visual representation of the Products, the dimensions and/or colours and/or packaging of the Products may be slightly different from reality. In the event of differences between the image and the description on the product data sheet, the description on the product data sheet shall prevail.

2.2 Categories of Products. The Seller offers deformation sensors in the form of test kits for sale on the Website. The Buyer is informed that the Seller also offers the design of customisable sensors adapted to the Buyer’s needs and requirements. In this case, please contact our customer service for further information.

2.3 Product availability. TheProducts are offered for sale subject to availability. In the event of unavailability of one or more Products after the order has been placed, the Buyer will be informed by email as soon as possible of the unavailability of the Product and of the total or partial cancellation of his/her order. In this case, the Buyer shall be reimbursed within thirty (30) days.

• Ordering

3.1 Placing an order. The order shall be sent to the Seller by any means, in particular by email (contact@nanomade.com) or via the order form on the Website. To be valid, the order shall specify the Product reference.

3.2 Order confirmation. The order for Products shall be confirmed by the sending of an automatic order confirmation email. In the event of an order not placed via the Website, the order is confirmed by the Buyer’s validation of the quotation sent by the Seller or, where applicable, by the Seller’s acceptance of the Buyer’s order form. Any order confirmed in writing becomes firm and definitive.

3.3 Order modification. A request to modify or cancel an order shall be addressed to the Seller, who may subject its acceptance to specific conditions. No modification or cancellation of an order shall be accepted after the Product has been dispatched to the Buyer. Any cancellation of an order, other than for reasons of force majeure, shall not give rise to any reimbursement.

3.4 Issue of the invoice. All orders shall give rise to the issue of an invoice which shall be sent to the Buyer by electronic means, or by post on reasoned request, at the latest at the time of delivery of the Products.

• Prices

Unless otherwise agreed between the Parties, the Products shall be sold at the prices in force on the day the order is placed by the Buyer. The Seller reserves the right to modify its prices at any time. The price of the Products is displayed on the Seller’s Website. Prices are expressed in euros, exclusive of value added tax, transport not included, and without discount. Shipping costs are extra.

• Payment

5.1. Payment terms. The Seller’s invoices are payable on the day the order is validated by the Buyer in the case of online orders. In all other cases, orders are payable on receipt of the invoice by the Buyer.

5.2 Payment methods. Payment are made by bank transfer or credit card. Payment means receipt of the funds by the Seller.

5.3. Late or non-payment. In the event of late payment, the Seller may suspend performance of the order concerned, without prejudice to any other course of action.

Any sum not paid by the due date mentionned on the invoice shall automatically incur, without the need for a reminder and from the day following the payment date mentionned on the said invoice, the application of penalties equal to three (3) times the legal interest rate. A fixed indemnity of 40 euros is also payable for recovery costs. In the event that the recovery costs incurred exceed this fixed amount, the Seller reserves the right to request additional compensation on justification.

Interest and penalties for late payment may not be offset against sums owed by the Seller to the Buyer, in particular for late delivery or non-conformity, in the absence of the Seller’s express, prior and written agreement and on condition that the Buyer’s claims against the Seller are certain, liquid and due.

In the event of non-payment, forty-eight (48) hours after a formal notice has remained without result, the Seller may cancel the sale and the Seller may request, in summary proceedings, the return of the Products, without prejudice to any other damages. The cancellation shall affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered and whether or not payment is due. In all the above cases, any sums due for other deliveries or for any other reason will become immediately payable if the Seller does not opt to cancel the corresponding orders.

Any partial payment will be applied first to the non-preferential part of the debt, then to the sums that fell due the earliest.

• Delivery

6.1. Terms and conditions. Delivery refers to the Products being made available to the Buyer at the address indicated when the order was placed. The Seller shall not be held liable in the event of an error or inaccuracy in the address provided by the Buyer.

6.2. Delivery times. Delivery times are provided for information purposes only and depend on the availability of the Products and the order in which orders are received. The Seller is authorised to make global or partial deliveries. Exceeding the delivery deadline by less than thirty (30) days for delivery of the Products may not give rise to damages, withholding of payment, cancellation of the sale or cancellation of orders in progress. However, if the Product is not delivered 30 days after the indicative delivery date, for any reason other than force majeure, the sale may be cancelled at the request of one of the Parties.

6.3. Transport.  The cost of transporting the Products is borne by the Buyer. The Products are transported at the Buyer’s risk. The Seller shall not be held liable for events occurring during transport, in particular loss, missing items, theft, damage or destruction, and the Buyer shall address any claims directly to the carrier by registered letter within three (3) days of receipt of the Products.

6.4. Risks. The transfer of risks (in particular of loss and deterioration) relating to the Products will take place as soon as the Products are delivered to the Buyer or to any third party acting on its behalf.

• Reception

On receipt of the Products, the Buyer shall, in the presence of the carrier, check the nature, condition and quantity of the Products and, if necessary, open any packages that look suspicious.

In the event of damage (e.g. damaged box) or missing items being noted on delivery, the Buyer shall : (i) confirm these reservations to the carrier within three (3) days of delivery by registered letter with acknowledgement of receipt and (ii) send a copy of the reservations to the Seller within the same period by email to contact@nanomade.com.

For any other anomaly or non-conformity of the Products (e.g.: reference error), any claim shall be notified to the Seller in writing (by recorded delivery letter or e-mail to the address: contact@nanomade.com) within ten (10) days of delivery of the Products to the Buyer, accompanied by supporting documents (photographs) and any information identifying the order (purchase order number, date of delivery, delivery note number, batch number of the product, etc.). It is the Buyer’s responsibility to provide proof of the existence of any defects or anomalies and to enable the Seller to ascertain and remedy such defects or anomalies. If the Products are not checked within ten (10) days of delivery, they are presumed to have been accepted without reservation by the Buyer. The Products shall be returned to the Seller in accordance with article 9 below.

• Guarantee – LIABILITY

8.1. Scope. The Seller guarantees the Buyer that the Products conform to the order. The Products are also guaranteed against hidden defects such as material or manufacturing faults making them unfit for the use for which they are intended, for a period of twelve (12) months from the date of delivery and without the possibility of extension. In order to exercise the Seller’s warranty, the Buyer shall return the Products for replacement in accordance with article 9 below.

8.2. Limitation. In the event of proven liability on the part of the Seller, the total amount of damages awarded to the Buyer shall be limited to an amount equal to the total value (excluding VAT) of the order for the defective product paid for by the Buyer.

8.3 Exclusions. The Seller shall not be held liable in the following cases: (i) apparent defects, (ii) defects and non-conformities which have not been returned in accordance with the conditions set out in article 9 below, (iii) any damage caused by use which has not been approved in advance by the Seller, it being remembered that the Products are exclusively intended for professional use and prior to any production of the finished product in which the Products are incorporated.

• Returns – REPLACEMENT

The return of Products is only possible in the event of an anomaly, non-conformity or hidden defect noted by the Seller and after the Buyer has received a return confirmation email from the Seller. The Products must be returned to the address indicated by the Seller within thirty (30) days of the issue of the return form. The Products shall be returned in their original packaging, complete and in perfect condition, by a carrier chosen and authorised by the Buyer, at the Seller’s expense and on condition that the Products have not undergone any deterioration, modification or transformation for any reason whatsoever.

In the event of a return due to a fault attributable to the Seller, the latter may choose to replace the Product or to grant a credit note to the Buyer corresponding to the amount of the non-conforming or defective Products or, as the case may be, to cancel the sale and reimburse the Buyer for the amounts already paid, to the exclusion of any compensation. No returns shall be accepted in the case of Products in poor condition or returned in marked or damaged packaging.

1. RETENTION OF TITLE

The transfer of ownership of the Products shall be suspended until full payment of the price of the Products by the Buyer, in principal and accessories, even if payment terms have been granted. The costs inherent in implementing this clause shall be borne by the Buyer. This clause does not prevent the transfer of risks to the Buyer in accordance with article 6.4 of the GTCS. In the event of seizure or any other intervention by a third party on the Products, the Buyer must inform the Seller without delay in order to enable the Seller to oppose such intervention and to preserve its rights. In the event of non-payment of the sums due in accordance with article 5 of the GTCS, the Seller may take back the Products delivered to the Buyer by simple summons, without prejudice to its right to cancel the sales in progress. This clause applies to all Products purchased by the Buyer, without exception.

1. Intellectual property

The Seller is the exclusive owner of all intellectual and industrial property rights over the Products, patents, trademarks, logos, slogans and other distinctive signs identifying the Products, the processes, design and packaging of the Products as well as documents of any kind sent to the Buyer, in particular the technical specifications and photographs relating to the Products. The Seller is also the owner of the know-how attached to the design of the Products.

The Buyer undertakes to respect the Seller’s intellectual and/or industrial property rights.

Any placing on the market of a similar product or component by the Buyer constitutes an infringement for which the Buyer shall be held liable and shall give rise to a right to compensation for the loss suffered by the Seller.

The Seller is and remains the owner of all rights, in particular intellectual and industrial property rights over the Products, data, files and documents and more generally all information covered by such rights transmitted or made available to the Buyer as part of the performance of the order.

The order of a Product does not entail any transfer of rights, in particular intellectual or industrial property rights, to the benefit of the Buyer in respect of the rights relating to the Products, with the exception of the material property of the Products which is transferred to the Buyer under the conditions of article 10. Consequently, the Buyer undertakes not to use these data, files and documents for any purpose other than the performance of its obligations under the order. The Buyer undertakes not to infringe the Seller’s intellectual and industrial property rights and to report any infringement of their rights that it may become aware of and to provide any information necessary to safeguard the Seller’s rights.

1. Personal data

Rights and obligations relating to data protection matters (including, by way of example, the collection, use, processing, storage and preservation of personal data) will be exercised in accordance with applicable data protection laws and, in particular, Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR“) and the updated version of each complementary data protection law and regulation (the “Data Protection Laws“).

In accordance with Data Protection Laws, the Parties expressly agree that each Party shall process the personal data of the other Party that it has provided to the other Party in connection with the fulfilment of orders placed pursuant to the GTCS (the “Personal Data”) and the maintenance and management of the contractual relationship between them. For the avoidance of doubt, the Personal Data includes in particular the surname, first name and contact details of the Party placing the order and of the interested parties whose Personal Data appears on the commercial documents or information resulting from the application of the GTCS or arising therefrom (the “Interested Parties“).

The legal basis for such processing is the legitimate interest pursued by the Seller, the performance of pre-contractual or contractual measures, or compliance with legal and regulatory obligations.

If one of the Parties does not provide the information mentioned above, the other Party shall not be able to comply with the contract and manage the contractual relationship with the Party that does not provide it.

Personal Data will be processed for the duration of the contract, with the understanding that it may be retained for five (5) years after the expiry of the contractual relationship for the establishment, exercise or defence of any legal claim, or as required or permitted by applicable law without prejudice to retention obligations (in particular for accounting purposes) or limitation periods.

Personal Data may also be disclosed to the extent permitted or required by applicable regulations.

Interested Parties may exercise their right to request access to the Personal Data that the other Party holds about them in order to request the rectification or deletion of any inaccurate Personal Data, or to object to the processing of their Personal Data in certain circumstances, as provided for in the Data Protection Laws, by writing to the following address contact@nanomade.com, enclosing a copy of their identity document and identifying the right they wish to exercise. In certain circumstances provided for by the Data Protection Laws, Interested Parties may also have the right to request the restriction of processing and the right to data portability. They also have the right to lodge a complaint with the supervisory authority.

Each Party undertakes to have informed the Interested Parties (and to have obtained their consent, where applicable) of the processing of their Personal Data by the other Party for the purposes described above, and of their ability to exercise the rights described above, in accordance with the Data Protection Laws.

1. Force majeure

The Seller shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, is due to force majeure.

Force majeure means any event beyond the control of the Seller which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures.

This clause extends to any exceptional circumstances outside the Seller’s control or beyond its control, which do not meet the conditions of force majeure and are likely to delay or disrupt the supply of Products (e.g. wars, riots, fires, floods, natural disasters, interruption of means of communication, blockades of industrial sites or storage warehouses or transport routes, customs blockades, proven shortage of raw materials or packaging, health crisis, climatic hazards, government-imposed confinement measures, etc.).

1. applicable law – jurisdiction

The GTCS and all relations between the parties shall be governed by and construed in accordance with French law, without regard to conflict of law provisions.

All disputes arising from the interpretation or performance of the GTCS, including any question relating to their existence, their validity or the termination of the order, which cannot be resolved amicably between the parties within thirty (30) working days from the date on which the dispute arises, shall be subject to the exclusive jurisdiction of the courts of Toulouse.