ARTICLE 1. Scope of application

Our General Sales Conditions ("GSC") apply to all our sales (of goods or services). By signing the present document, by validating any quotation or pro-forma, or by placing any order, the Buyer accepts without reservation these GCS and expressly waives any application of his own general conditions of purchase.

ARTICLE 2: Ordering

Orders placed are firm and non-cancellable from the date of dispatch of our acknowledgement of receipt of the order or the start of execution of the order. They may not be modified without the Vendor's express written agreement. They give rise to the payment of a non-refundable deposit, even in the event of non-performance of the order by the Buyer. Any breach by the Buyer of any of its obligations shall entitle the Vendor to immediately suspend all orders by operation of law. Any modification of the order made by the Buyer after the order confirmation date will only be possible subject to the express agreement of our company and certain conditions. In the event of breach of one of its essential obligations or repeated breaches by the Buyer, our Company reserves the right to immediately and automatically suspend the delivery of equipment or the provision of services and/or to terminate the contract, after formal notice has remained unsuccessful for one month. Supply includes only that specified in the quotation. Additional supplies and conditions (price, deadlines, etc.) are subject to a new and separate agreement with our Company's management.

ARTICLE 3. DELIVERY

Goods are delivered according to the incoterm mentioned on the quotation/proforma. Delivery times are given as an indication and without guarantee. Delay does not entitle the Buyer to suspend or cancel the order or to refuse the goods or services; nor does it entitle the Buyer to deduction, penalty, compensation or damages. Furthermore, the Vendor cannot be held responsible for delays for which its partners are responsible. Goods travel at the Buyer's risk, and it is the Buyer's responsibility to check that they are in good condition at the time of delivery. The inspection on delivery must notably concern the references, quantities and quality of the goods, as well as their conformity with the order. In any case, no claim will be taken into account after a period of 8 days from the date of delivery. If goods entrusted to a carrier have suffered loss or damage, the Buyer must make precise and complete reservations on the transport document and reiterate his reasoned protest in the form and within the time limits stipulated in article L. 133-3 of the French Commercial Code. In the event that, for reasons beyond our control (such as: stoppage of supplies, program modification, factory closure, etc.) or in the event of force majeure, the execution of an order should be suspended or stopped, the purchaser will be asked to choose between extending the execution deadline, cancelling the order or placing a substitute order. It is then up to the buyer to inform our Company of his decision within two weeks and no later than three (3) months before the proposed new date, unless our Company has expressly agreed otherwise.

ARTICLE 4 Price - Invoicing - Payment

Goods and services are sold in the currency specified in the Seller's quotation/proforma. Invoices, including advance payments, are payable to the entity specified on the invoice, net and without discount. They are payable in accordance with the stipulations of the purchase order or acknowledgement of receipt in lieu thereof. Any invoice not contested within ten (10) days of receipt is deemed definitively accepted. In the event of late payment, the sums due shall automatically bear interest at the discount rate of the company's central bank plus two points, and all sums due shall become immediately payable, notwithstanding any payment terms previously granted. The amount of late payment interest will be deducted ipso jure from any discounts, rebates or discounts due by the seller. Any delay in payment gives our company the right to suspend deliveries, services and repairs, or to cancel all or part of current orders. In the event of a change in the legal status of the purchaser (transfer, management, transformation or incorporation of the business, merger, cessation of activity, etc.), the price or its balance shall become immediately due and payable by operation of law, notwithstanding any payment terms granted, except in the event of legal or judicial exception.

ARTICLE 5. RETENTION OF TITLE

In accordance with articles 2367 et seq. of the French Civil Code, the Vendor reserves ownership of the goods sold until full payment of their price in principal and interest, it being specified that the mere remittance of a bill of exchange does not constitute payment. In the event of non-payment of the price on the agreed due date, the company may take back the goods, and the sale will be terminated by operation of law if it sees fit. Any advance payments made will be retained by the Seller as compensation. The Buyer is responsible for the goods sold as soon as they leave the Seller's warehouses or factory, and undertakes to insure them against loss, theft and destruction. In the event of seizure or any other intervention by a third party on the goods, the Buyer must inform the Vendor without delay in order to enable the Vendor to oppose the seizure and preserve his rights. The Buyer further undertakes not to pledge or assign ownership of the goods by way of security. In the event of resale of the goods by the Buyer, prior to transfer of ownership, such resale shall be deemed to have been made on behalf of the Seller, to whom the resale price must be paid (either directly, or into a bank account opened in his name) up to the amount of his claim, failing which the Buyer shall be prosecuted for breach of trust. If the equipment has been used beyond the value of the payments made by the Buyer, and this according to expert opinion, our Company will be entitled to claim compensatory damages. It is specified and reminded that the costs of the expert will be borne by the Buyer.

ARTICLE 6 Warranty

The Seller undertakes to deliver goods in conformity with the specifications of the order. The warranty applicable to new goods is the Manufacturer's standard warranty in force at the date of order, supported by the designated dealers/representatives. This warranty is strictly limited to the repair or replacement of goods affected by a defect or lack of conformity (at the Seller's discretion, depending on the diagnosis). The following in particular are excluded from the warranty (non-exhaustive list): failures resulting from misuse, poor maintenance (non-application of Manufacturer's recommendations, etc.), abuse, negligence and/or non-compliant repairs (in particular those carried out by a non-approved service provider). Our Company reserves the right to suspend or interrupt its services under the warranty in the event of late payment by the Buyer of any sums due to it for any reason whatsoever.

ARTICLE 7: On-board technology data

The Buyer agrees to the activation of on-board technology equipment present on the Buyer's machines, the collection, sharing and use of all information transmitted by such equipment whether by the Manufacturer, the Seller or any representative, in accordance with the "Data Declaration". The Buyer agrees to sign any associated consent form and to partner with the Seller in any data sharing required with the Manufacturers.

ARTICLE 8. Assignment/Subcontracting

The assignment or transfer of the order by either Party may only be made with the prior written consent of the other Party. The Seller may freely subcontract all or part of its obligations.

ARTICLE 9. Limitation of liability

It is expressly agreed between Buyer and Seller that there shall be no liability of either party to the other for any loss of production, loss of profit, loss of availability, loss of contract or opportunity to bid or for any economic loss, for any incidental, consequential, immaterial or indirect loss or damage whatsoever. The Seller shall not be liable for any damage caused by a defect in the goods, within the meaning of articles 1245 et seq. of the French Civil Code.

ARTICLE 10. Confidentiality

All information relating to or concerning the sale is confidential and may not be communicated without the prior written consent of the other party. Furthermore, no audit of the Seller may be carried out by the Buyer.

ARTICLE 11. Force majeure

Cases of force majeure, as defined in article 1218 of the French Civil Code, such as : total or partial strikes, riots, insurrections, emergency measures and prohibitions of any kind decreed by governmental or public authorities, earthquakes, fires, storms, floods, exceptional meteorological circumstances hindering the smooth running of the Seller or that of one of our suppliers, subcontractors or carriers, as well as the interruption of transport, energy supplies, raw materials or spare parts. If the impediment is temporary, our obligations are suspended unless the delay justifies termination.

ARTICLE 12. Intellectual property rights

Insofar as the goods contain standard documents (including drawings, manuals, brochures, software) which are subject to intellectual property rights and which are provided to the Buyer for use with the goods, we grant the Buyer and its affiliated companies a personal right to use and reproduce said standard documents solely for the purpose of using the goods. In the event of the Buyer transferring the goods to a third party, the aforementioned right to use the standard documents may be transferred by the Buyer insofar as it is intended for the third party's personal use.

ARTICLE 13. RGPD

The Seller is the controller of the personal data ("PD") collected in connection with the sale. These PD are processed in order to perform the contract entered into in accordance with Article 6.1,b) of the RGPD (European Regulation No. 2016/679/EU of April 27, 2016). DP may be transmitted to companies that are members of the Seller's network or partners, including outside the European Union (Africa and the United States) for the purpose of fulfilling or tracking the order. The following guarantees have been taken to ensure a sufficient level of protection of DP: (i) the recipient(s) adhere(s) to the principles of the "Privacy Shield", (ii) the transfer is framed in accordance with the requirements of the RGPD. These DP are only processed for direct marketing purposes if the Buyer has expressly consented to this. PD will be kept for the duration of the contract or the period required by the Seller to meet its legal retention obligations and may be extended in the event of litigation. The Buyer may request access, rectification or deletion, as well as a limitation or refusal of the processing of its DP under the conditions of Articles 17,18 and 21 of the RGPD. The Buyer may at any time request a copy of his DP. Any request relating to DP processed by the Seller should be sent by email to sales@ultimat.io or by registered post to 14 A Boulevard Mirabeau 13210 Saint-Rémy-de-Provence. The Buyer has the right to lodge a complaint with the Commission Nationale Informatique et Libertés (CNIL).

ARTICLE 14. Applicable law & settlement of disputes

All sales concluded by the Vendor are subject to French law and, in particular, to Articles 1582 et seq. of the French Civil Code, with the exception of the 5th paragraph of Article 441-10-I of the French Commercial Code, which is expressly excluded. In the event of translation into another language, the French version shall prevail. The courts of Paris shall have exclusive jurisdiction over all disputes relating to orders, the application and/or interpretation of these G.S.C., even in the event of warranty claims or multiple defendants.