Terms of sale

Preamble

These General Terms of Sale, Rental and Services (the "Terms") apply to all sales, rentals and services (the "Services") relating to service robots and associated equipment (the "Equipment"), carried out by Web3 IA Solutions ("WIS"), acting under its commercial brand ÆNIX ROBOTICS ("ÆNIX"), for the benefit of its professional clients (the "Clients").

These Terms apply exclusively to business-to-business (B2B) relationships. They exclude any application to consumers within the meaning of the French Consumer Code.

General provisions

In these Terms, Web3 IA Solutions is referred to as "WIS" or "ÆNIX". These Terms apply to any sale, rental or service relating to robots and equipment in the ÆNIX range, carried out in France or in the European Union, whether directly or through WIS's commercial representatives. They prevail over any other general terms of the Client, including the Client's general purchasing terms, unless expressly waived in writing by WIS.

Article 1 — Purpose of the Services

WIS offers Clients, under the ÆNIX brand, Services relating in particular to:

• The sale and rental of service robots (cleaning, delivery, portering, advertising display, handling) and their accessories;
• The analysis of the Client's needs and consultancy on the integration of robotic solutions;
• The installation, commissioning and configuration of the Equipment;
• Maintenance, technical support and the supply of consumables;
• Introducing the Client to financing partners for long-term rental of the Equipment.

The Equipment is referred to with the Client exclusively under the ÆNIX commercial nomenclature (the PURE, COMPANION, CARRIER, SWIFT, TITAN, FLEX and GENESIS ranges), to the exclusion of any reference to a third-party manufacturer or supplier in the commercial and contractual documents provided to the Client.

Article 2 — Ordering the Services

The Services are the subject of a detailed quote prepared by WIS and accepted by the Client, formalised where applicable by a purchase order or a specific contract (rental contract, service contract). The quote specifies the nature of the Equipment and Services, the price, an indicative schedule, the payment terms and, where applicable, the arrangements for introduction to a financing partner.

In accordance with ÆNIX's commercial policy, no price is published publicly: the applicable price results exclusively from the individualised quote accepted by the Client. Signing the quote or purchase order, or accepting the financing proposed by a partner, constitutes unreserved acceptance of these Terms.

Article 3 — Price of the Services

Prices are stated in euros and are exclusive of tax, unless otherwise stated. They are subject to annual revision based on changes in applicable economic indices and WIS's purchasing terms with its suppliers.

Article 4 — Payment for the Services

Payment for the Services may be made under the following arrangements:

• Direct payment by the Client: invoices issued by WIS are payable on receipt, by bank transfer, unless otherwise agreed in the quote.
• Financing through a financing partner: WIS offers to introduce the Client to a financing partner of its choice (notably Grenke or an equivalent) for long-term rental of the Equipment. The Client is free to accept or decline this proposal.

If the Client accepts third-party rental financing, WIS undertakes to provide the financing partner with the documents required to process the application. The financing contract entered into with that partner is independent of the contract entered into with WIS (see Article 12.4).

Article 5 — Delivery and installation

Delivery times given by WIS are indicative and may vary depending on lead times from suppliers. Delivery is carried out by WIS or by a carrier appointed by WIS.

From the time the Equipment is delivered to the Client's premises, all risk (loss, theft, damage) transfers to the Client, who is advised to take out insurance covering these risks from the moment of receipt (see Article 8).

The Client has 15 calendar days from receipt of the Equipment to verify that it conforms to its order. In the absence of a written complaint within this period, the Equipment is deemed to conform. Any complaint relating to loss, damage or harm noted on delivery must be made by registered letter with acknowledgement of receipt, to the carrier within three working days of receipt, and to WIS within the same time frame.

Article 6 — Time for performance of the Services

Installation, commissioning and configuration Services are carried out within the time frames indicated in the quote, provided for guidance only. A delay in performance gives rise to no penalty or compensation, unless expressly stated otherwise in the quote.

Article 7 — WIS's liability

WIS's liability is that of a service provider subject to a best-efforts obligation, not an obligation of result. WIS undertakes to perform the Services diligently and competently. Under no circumstances may WIS's liability be engaged for circumstances beyond its control.

7.1 Limitation of liability

WIS cannot be held liable for damage of any kind, direct or indirect, material or immaterial, suffered by the Client or any third party, resulting in particular from:

• External causes: natural phenomena, acts of third parties (theft, vandalism, sabotage), failures or changes to communication networks (Internet, telephony, Wi-Fi), fluctuations or interruptions in electrical power supply, computer viruses or cyberattacks;
• An operating environment that is non-conforming or not disclosed at the time of commissioning (abrasive floors, industrial debris, changes in level, moving obstacles, insufficient lighting or GPS/Wi-Fi signal);
• Non-conforming use of the Equipment by the Client or any unauthorised third party, outside the technical specifications and instructions provided by ÆNIX;
• Intervention by unauthorised third parties on the Equipment, including any deactivation or modification of safety devices (anti-collision, emergency stop, sensors);
• The Client providing inaccurate or incomplete information about its operating environment;
• Defects inherent in equipment or software supplied by third-party suppliers over which WIS exercises no direct control.

WIS accepts no liability for Equipment failure due to causes beyond its control, including the events listed above.

7.2 Regulatory compliance and Client's liability

WIS undertakes, in its capacity as an EU importer, to market only Equipment that has an EU Declaration of Conformity covering the Machinery Directive (2006/42/EC) and, where applicable, the RED Directive (2014/53/EU), together with the corresponding test reports issued by an accredited independent laboratory.

The Client acknowledges that it is solely responsible for:

• The use it makes of the Equipment, in accordance with its intended purpose and the instructions for use provided by ÆNIX;
• Compliance with the regulations applicable to its sector of activity (in particular workplace safety, movement of people, or on-board video surveillance where applicable);
• Any prior declarations and authorisations required to operate the Equipment on its site;
• Securing the IT network and the connection made available to the Equipment.

7.3 Third-party software solutions

If the Client decides, on its own initiative, to integrate third-party software solutions (applications, API integrations, artificial intelligence modules) with the Equipment supplied: the Client acts without advice or assistance from WIS, undertakes to verify the legal compliance of any third-party solution before deployment, and assumes full legal, financial and criminal liability for its use. WIS accepts no liability for any malfunction, technical incompatibility or non-compliance resulting from the addition of such solutions, and reserves the right to refuse any maintenance intervention on Equipment modified in this way.

7.4 Acceptance

Signing the quote and/or the purchase order constitutes unreserved acceptance of these Terms, and in particular of this Article 7.

Article 8 — Insurance

8.1 Client's insurance

This contract does not replace insurance cover. It is the Client's responsibility to take out and keep up to date, at its own expense, all insurance necessary to cover all risks relating to property and persons at the Equipment's operating site, in particular public liability insurance and insurance covering the Equipment itself (fire, theft, water damage, breakage, and any other cause of loss or damage).

8.2 WIS's insurance

WIS takes out professional public liability insurance covering damage it may cause to the Client in the course of performing its Services, and undertakes to provide the Client, on simple request, with a certificate of insurance stating the cover taken out.

8.3 Excess and cap on compensation

In the event of a loss covered by WIS's insurance, WIS's liability is limited to the amount of compensation paid by its insurer, subject to the excesses and caps provided for in the insurance contract. The Client expressly waives any claim against WIS for amounts exceeding this.

Article 9 — Losses and claims

In the event of a loss, the Client undertakes to inform WIS by any means that provides proof of receipt within 48 hours of becoming aware of it.

WIS's civil liability, in the performance of the contract, is strictly limited to direct material damage caused by WIS's gross or wilful misconduct. WIS's warranty expressly excludes indirect damage (loss of profit, loss of earnings, business disruption, data loss, or any other indirect consequence), as well as damage resulting from force majeure, an act of a third party, negligence by the Client, or non-conforming use of the Equipment.

In all cases, WIS's financial liability may not exceed 20% of the total amount of Services invoiced to the Client under the relevant contract over a period of twelve (12) months.

Article 10 — Client's obligations

The Client undertakes to:

• Comply with WIS's instructions relating to the use, routine care and maintenance of the Equipment;
• Allow access to the operating site so that WIS can carry out necessary maintenance and update work;
• Keep the installation and operating conditions of the Equipment unchanged, except with WIS's prior written agreement;
• Immediately inform WIS of any material change to the operating site or any anomaly observed on the Equipment;
• Preserve the integrity of the Equipment by avoiding any obstruction of its sensors and safety devices;
• Provide the infrastructure needed for the Equipment to operate (electrical connections, secure Wi-Fi/Internet network);
• Not move, modify or deactivate the Equipment's safety devices (anti-collision, emergency stop, navigation sensors).

Article 11 — Conditions specific to sale

11.1 Equipment warranty

Equipment sold by WIS is warranted against manufacturing defects for a period of 12 months from the date of delivery. This warranty covers the free replacement of defective parts as well as the labour required, subject to compliance with the instructions for use.

Limitations of the warranty

The warranty does not cover:

• Normal wear of consumable parts (brushes, films, seals, batteries, and other wear parts identified in the appendix to the applicable service contract);
• Damage caused by impacts, falls, power surges, lightning, flooding, fire or other external events;
• Misuse, non-conforming commissioning, or modifications made by a person not authorised by ÆNIX;
• Apparent defects that could have been identified on delivery and were not reported within the period set out in Article 5;
• Indirect damage (loss of business, data loss, commercial harm, etc.).

11.2 Upkeep, maintenance and interventions

Routine upkeep of the Equipment remains the Client's responsibility. An ÆNIX service contract may be taken out to ensure regular monitoring of the installation (see Article 14). Interventions under warranty are carried out by ÆNIX or an authorised technician, during working hours (Monday to Friday). Interventions outside these hours may incur additional charges.

Article 12 — Payment terms and retention of title

12.1 Deposit and balance

Unless otherwise stated in the quote, the Client pays a deposit on ordering, with the balance settled on delivery or according to the schedule set out in the quote. Any late payment automatically triggers, without prior formal notice, late-payment penalties calculated at three times the statutory legal interest rate, together with a fixed indemnity of €40 for collection costs, in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code.

12.2 Retention of title

Transfer of ownership of the Equipment sold is suspended until the price has been paid in full by the Client. Risk of loss or damage nevertheless transfers to the Client on delivery (see Article 5). In the event of non-payment when due, WIS reserves the right to terminate the contract automatically by registered letter with acknowledgement of receipt, to recover the Equipment at the Client's expense, and to demand payment of any sums due together with any damages.

12.3 Cancellation of an order

As Clients are exclusively professionals, they do not benefit from the statutory cooling-off period applicable to consumers and are bound from the moment the quote or purchase order is signed. If the Client cancels before performance has begun: the deposit paid is retained by WIS as a fixed indemnity to cover costs incurred (studies, travel, reservation of resources), and the Client must reimburse any costs already incurred by WIS (Equipment ordered from its suppliers, third-party services). If the Equipment was ordered specifically for the Client, the Client pays its full cost and bears any costs of returning it to the supplier.

12.4 Financing through a financing partner

The financing contract entered into with a financing partner (Grenke or an equivalent) is independent of the contract entered into with WIS. The Client remains bound to honour its commitments to the financing partner, in accordance with the terms of the financing contract signed. Cancelling the order with WIS does not automatically cancel the financing contract; the Client must contact the financing partner directly to review the terms of termination. WIS accepts no liability for the financial consequences arising from the financing contract.

12.5 In-house WIS rental and residual value

When WIS offers an in-house rental solution, the contract begins on receipt of the Equipment (signed acceptance report). The first rental payment is due the month following receipt. The contract renews automatically each year unless terminated with one (1) month's notice by registered letter with acknowledgement of receipt at the overall term date. In the event of early termination, an indemnity equal to the balance of the remaining rental payments is due, together with a residual value calculated from the record of after-sales service interventions over the preceding 12 months:

No after-sales service interventions (12 months)

1 month's payment

1 to 2 interventions

2 to 3 months' payments

3 to 4 interventions

4 to 5 months' payments

5 interventions or more, or damaged Equipment

6 months' payments

Article 13 — Rental of the Equipment

13.1 Ownership and use

Rented Equipment remains the exclusive property of WIS or of the financing body. The Client undertakes to use it in accordance with its intended purpose and ÆNIX's instructions, not to modify it, move it away from the declared site, or transfer it to a third party without WIS's prior written agreement, and to keep it in good condition for return in that condition at the end of the rental, except for normal wear.

13.2 Assignment of WIS's rights

WIS reserves the right to assign its rights and obligations under the contract to a third party (in particular in the event of assignment of the financing contract). The Client undertakes to accept payments made to the assignee.

13.3 Insurance and losses

The Client is fully responsible for the rented Equipment from the moment of delivery and must take out insurance covering all risks (loss, theft, deterioration, damage caused to third parties). In the event of a total loss, the contract is terminated and the Client must pay WIS the rental payments due until the end of the rental period, a fixed indemnity equal to six months' rent, and the difference between the compensation paid by the insurer and the value of the Equipment. In the event of a partial loss, the Client has the Equipment repaired at its own expense and continues to pay the rental payments.

13.4 Return

At the end of the rental, the Client returns the Equipment in the condition in which it was received, except for normal wear, with return costs borne by the Client, unless an offer to purchase is made at the end of the contract. In the event of non-return, the Client owes an indemnity equal to the value of the Equipment.

Article 14 — Service contract

14.1 Term and effective date

The service contract takes effect on the date the Equipment is commissioned. Its term is defined in the specific conditions (ÆNIX service contract) and renews automatically each year, unless terminated by registered letter with acknowledgement of receipt at least one (1) month before the term date.

14.2 Payment terms

Invoices for the service package are issued monthly, payable on receipt. Non-payment when due triggers the late-payment penalties and fixed indemnity provided for in Article 12.1. Any service not included in the service contract is invoiced separately on a quote basis. The Client remains liable for the package fee even if the Equipment is temporarily unavailable for repair.

14.3 Termination

The Client may terminate the service contract at any time subject to three (3) months' notice before the term date, and subject to payment of an indemnity equal to the balance of amounts remaining due until the end of the minimum contractual period, where applicable. WIS may terminate the contract automatically in the event of a material change to the risk originally assessed, or force majeure, subject to 30 days' notice by registered letter with acknowledgement of receipt.

Article 15 — Remote supervision and technical support

Where the Equipment includes a remote supervision function (remote diagnostics, alert monitoring), ÆNIX monitors the Equipment's operating data under the conditions specified in the applicable service contract. ÆNIX cannot be held liable for any interruption to this supervision resulting from a network failure or an external cause referred to in Article 7.1.

Article 16 — Intellectual property

WIS retains exclusive intellectual property rights over the ÆNIX ROBOTICS brand, its commercial nomenclature (PURE, COMPANION, CARRIER, SWIFT, TITAN, FLEX, GENESIS and their variants), as well as over the documents, plans and materials produced in connection with the Services. The Client is authorised to use these documents for its own internal use, excluding any reproduction, distribution or commercial use without WIS's prior written agreement.

The Client authorises WIS to cite its name and use its logo, for reference purposes, in its communication materials (website, brochures, sales presentations), unless the Client objects in writing.

Article 17 — Confidentiality and personal data

WIS undertakes to respect the confidentiality of information communicated by the Client in the course of performing the Services. Personal data is processed in accordance with Regulation (EU) 2016/679 (GDPR) and French law No. 78-17 of 6 January 1978, as amended. The Client remains solely responsible for the data it processes using the Equipment in the course of its business.

Article 18 — Non-solicitation of suppliers

The Client shall not, for the duration of the contract and for twenty-four (24) months following its term, solicit, contact or contract directly, without going through WIS, with any Equipment supplier or manufacturer that the Client has identified through its business relationship with WIS. Any breach of this clause entitles WIS to a fixed indemnity equal to 12 months of the revenue generated by the Client with WIS over the preceding twelve months, without prejudice to any further damages.

Article 19 — Governing law and jurisdiction

These Terms are governed by French law. Any dispute relating to their validity, interpretation or performance shall be submitted, failing an amicable resolution, to the exclusive jurisdiction of the Bordeaux Commercial Court (Tribunal de commerce de Bordeaux), including in the event of multiple defendants or third-party proceedings.

These Terms supersede and replace any prior version.