General Terms and Conditions of Sale

Article 1 – Scope of application

These general terms and conditions of sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties with respect to the sale of services and products by the company FLD TECH.

Their purpose is to define the conditions under which the company FLD TECH, the “Supplier”, provides to buyers, hereinafter referred to as the “Clients”, or the “Client”, possibly by means of subscriptions, hereinafter referred to as the “Subscriptions” or “Subscription”, the following services: IT services, wrapping/covering, maintenance, installation, cleaning, travel/call-out, rental, repair (by exchanging parts for parts of the same model, new or used, in good working order), warranty, hereinafter referred to as the “Services” or the “Service”, attached to automated food vending machines, hereinafter referred to as the “Vending Machines” or the “Vending Machine”, and the following products: Vending Machines, spare parts and consumables dedicated to the Vending Machines, hereinafter referred to as the “Products” or the “Product”.

1.1 The initial Subscriptions to IT Services are as follows:

Essentiel Box Subscription, which includes: standalone internet connection at the Client’s expense, payment gateway, access to WebPilot (1), listing on the Click & Collect application with the option to sell products online (2), technical support

Essentiel 4G Subscription, which includes: internet connection via a SIM card provided by the Supplier, payment gateway, access to WebPilot (1), listing on the Click & Collect application with the option to sell products online (2), technical support.

(1) WebPilot is the dedicated application allowing the Client, for each Vending machine, to manage and monitor stock, traceability, accounting, inventory, restocking, sales statistics and sales promotions.

(2) the Click & Collect application allows the Clients’ customers, hereinafter referred to as the “Consumers”, to locate the Vending Machines through geolocation services and, if the Client subscribes to the option, to place Click & Collect orders for the products sold by the Client.

Online sales by the Client through the Click & Collect application are an optional service subject to fees charged by STRIPE, the Supplier’s payment service provider partner with which the Client shall enter into a separate contractual relationship. For information purposes only, the fees charged by STRIPE as of 1 January 2025, are as follows:

Payment method	Fees on sales incl. VAT
European Visa / MasterCard	2.2% + €0.25 per successful transaction
Non-European Visa / MasterCard	3.9% + €0.25 per successful transaction
American Express	3.9% + €0.25 per successful transaction

It is specified that the initial services Subscription for a used Vending Machine (purchased from another Client) may only be taken out after a WebPilot migration operation, which will be the subject of a separate quotation and invoice.

Each Subscription entered into in respect of one (1) Vending Machine only. If the Customer owns more than one Vending Machine, it shall subscribe to as many initial Subscriptions as the number of Vending Machine it owns.

1.2. Optional services Subscriptions per Vending Machine, in metropolitan France excluding Corsica, to be chosen from:

Smart mobilité Subscription, which includes: technicians’ travel costs for each intervention, up to a limit of three (3) interventions per year, and a 10% discount on spare parts. For the avoidance of doubt, where a Customer owns several Vending Machines under a Smart mobilité Subscription, the total number of interventions available under such Subscription (three (3) per Vending Machine) may be allocated and used across any of the Customer’s Vending Machines covered by the Subscription.
Full tech Subscription, which includes: warranty on the Vending Machine excluding drinks Vending Machines, baguette Vending Machines, Snacking Vending Machines and locker Vending Machines, covering parts and labour (excluding screen, computer and payment system), excluding travel costs, as from the date of subscription to said subscription. Subscription to this offer is subject to a positive diagnosis by the Supplier and, where applicable, refurbishment of the Vending Machine, both of which will be the subject of a separate quotation and invoice.
Premium Subscription, which includes: warranty on the Vending Machines covering parts and labour (excluding screen, computer and payment system) and travel costs (up to a limit of three (3) call-outs per year), as from the date of subscription to said subscription. Subscription to this offer is subject to a positive diagnosis by the Supplier and, where applicable, refurbishment of the Vending Machine, both of which will be the subject of a separate quotation and invoice.

1.3. These general terms and conditions of sale apply without restriction or reservation to all sales concluded by the Supplier with Clients of the same category, regardless of any clauses that may appear in the Client’s documents, and in particular its general terms and conditions of purchase.

Any order for Services or Products placed in any form whatsoever with the Supplier automatically entails the Client’s acceptance of these general terms and conditions of sale, which prevail over any clause set out in purchase orders or any document of the client.

The information appearing in the Supplier’s catalogues, brochures and price lists is given for guidance only and may be revised at any time.

The Supplier is entitled to make any amendments to these General Terms and Conditions of Sale that it deems useful.

In accordance with applicable regulations, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Client, by drawing up Special Terms and Conditions of Sale.

Article 2 – Orders

Sales are only final after express written acceptance of the Client’s order by the Supplier. Confirmation of the Supplier’s acceptance of the Client’s order will be evidenced by the drawing up of a quotation signed by the Client. In the event of unavailability of the ordered Product, the quotation will automatically lapse and be cancelled by operation of law, without any compensation being owed to the Client. The Supplier will inform the Client of such unavailability as soon as possible, and any deposit paid by the Client will be refunded immediately. For a Vending Machine, unavailability may be noted up until its commissioning date.

In addition, the Supplier has electronic ordering means (including acceptance and confirmation) (e-shop) allowing the Client to order certain Products (in particular Consumables) with the greatest convenience and speed. For orders placed exclusively on the e-shop, the registration of an order on the Supplier’s e-shop is completed when the Client accepts these General Terms and Conditions of Sale and the general terms of use by ticking the box provided for this purpose and validates its order. This validation implies acceptance of the entirety of these General Terms and Conditions of Sale and of the general terms of use of the Supplier’s e-shop and constitutes proof of the sales contract.

Receipt and acceptance of the order shall be confirmed by email. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Client.

Service Subscriptions are only final after express written acceptance of the Client’s Subscription order by the Supplier. Confirmation of the Supplier’s acceptance of the Client’s Subscription will be evidenced by the drawing up of a Subscription enrolment form signed by the Client. Any Subscription modifications requested by the Client will only be taken into account if they are notified in writing at least thirty (30) days before the next billing date, after the Client signs a form amending the initial form.

Article 3 – Subscription Term and Commitment

3.1 Initial Service Subscriptions are entered into from the date on which the service is provided by the Supplier for an initial term of one (1) year and shall be automatically renewed for successive one-year periods unless terminated in accordance with the terms hereof.

3.2 Optional services Subscriptions are entered into from the effective date stated on the Subscription form for an initial term of one (1) year and shall be automatically renewed for successive one-year periods unless terminated in accordance with the terms hereof. This term constitutes a firm and irrevocable commitment, during which the Customer shall remain liable for all payments due under the Agreement.

Article 4 – Termination of Subscriptions

Service Subscriptions may be terminated, in writing, by the Client and by the Supplier subject to two (2) months’ notice before the expiry of the current contractual period, except in cases expressly provided for by law and in the event of transfer or permanent discontinuation of the Vending Machine to which the Subscription applies, it being specified that each month commenced is owed in full.

Any request for early termination, outside the cases mentioned above, will give rise to the immediate payability of a termination indemnity corresponding to 100% of the monthly instalments remaining due until the end of the commitment period. This indemnity is payable in full at the time of termination and may not be spread out. The Client acknowledges that this indemnity constitutes fair compensation for the loss suffered by the Supplier as a result of the early termination. Any request for early termination must be sent by the Client in writing.

Notwithstanding the provisions relating to the commitment term and to early termination penalties, each party may terminate the Subscription contract by operation of law in the event of serious or repeated breach by the other party of one of its essential obligations.

In the event of a breach by the Supplier of its contractual obligations, the Client shall first give the Supplier written notice of such breach by registered letter with acknowledgment of receipt and require the Supplier to cure such breach within thirty (30) calendar days of receipt of such notice. If, at the end of this period, the breach persists, the Client may terminate the contract without notice and without owing the monthly instalments remaining due until the end of the commitment period initially subscribed.

In the event of a breach by the Client of its contractual obligations, in particular in the event of a payment default not remedied within fifteen (15) days following the sending of a formal notice, or in the event of fraudulent use of the services, the Supplier may terminate the contract by operation of law. In this case, the sums remaining due until the end of the commitment period will become immediately payable, by way of damages.

Termination of the contract, whatever the cause, will result in the immediate deactivation of access to the services associated with the Subscription, without prejudice to the damages that the injured party may claim.

Article 5 – Assistance – Technical Support

The Supplier provides a maintenance, servicing and repair service for the Vending Machines under the following conditions:

A telephone assistance service, Technical Support, useful for diagnosing breakdowns or malfunctions of the Vending Machines, is available Monday to Friday from 8:30 a.m. to 8:00 p.m. and Saturday to Sunday and public holidays from 9:30 a.m. to 12:30 p.m. and then from 1:00 p.m. to 5:00 p.m. Making an appointment is recommended in order to reach the Technical Support; appointment requests are made by email at the following address: sav@fldtech.fr or via the electronic telephone appointment calendar made available to Clients on the website https://www.fldtech.fr/ under the “E-boutique” tab / “Rendez-vous” tab.

Any intervention shall be subject to the prior quotation issued by the Supplier and accepted by the Client, and shall be conditional upon payment of such quotation.

Repairs, including those performed under a warranty, shall be carried out by replacing parts with identical parts, whether new or used, provided that such parts are in good working order.

The Supplier may under no circumstances be held liable for the impossibility of supplying spare parts, in particular due to the discontinuation of manufacture by the original manufacturers or suppliers, technological obsolescence, or any other reason beyond its control.

In the event of unavailability of spare parts, the Supplier will endeavour to offer the Client, as far as possible, appropriate alternative solutions, without this constituting an obligation of result.

In the event of a breakdown, malfunction, temporary unavailability or total or partial shutdown of a Vending Machine, regardless of the cause, the Supplier undertakes only to use its best efforts to intervene within a reasonable time following notification by the Client, subject to technical constraints, the availability of spare parts and access to the Vending Machine.

It is expressly agreed that:

the Supplier shall not be liable to pay any compensation or grant any price reduction in respect of any loss of business, loss of profit, loss of turnover, loss of customers or, more generally, any indirect or consequential loss resulting from the unavailability of the Vending Machine;
the Client expressly waives any claim in this respect, except in the event of the Supplier's gross negligence or wilful misconduct, to the extent permitted by applicable law.

Training on the use of the Vending Machine may be organised on request and will be the subject of a separate invoice at the applicable rate.

The Supplier also offers service provisions which are the subject of a separate quotation and invoice.

To ensure the proper technical functioning of the Vending Machine, the Supplier provides Clients with consumables approved at the technical and hygiene level. In the event of the use of consumables not supplied and not approved by the Supplier, the Supplier may not be held liable for defects and may cease to provide maintenance of the Vending Machine.

To ensure the proper technical functioning of the Vending Machine, the Supplier may at any time access the Vending Machine remotely to carry out maintenance operations and program updates.

Article 6 - Prices

The Services and Products are supplied at the Supplier’s prices in force on the day the order is placed, according to the Supplier’s price schedule and/or the Subscription form previously drawn up by the Supplier and accepted by the Client, as indicated in the “Orders” article above.

Prices are quoted net and exclusive of VAT.

The prices of the Services may be revised each year by the Supplier upon the contractual renewal of the Services.

Services and Products for which the price cannot be specified shall be subject to a detailed quotation.

Article 7 – Terms of payment

7.1 - Payment conditions for orders of Services and Products excluding subscriptions, excluding Vending Machines

Orders placed by the Client constitute binding payment obligations, meaning that such orders require immediate payment by the Client.

The following payment methods may be used:

Payment by bank card: Visa, Mastercard, American Express, other bank cards,
Payment by bank transfer,
Payment by direct debit from the Client’s bank account.

It is specified that orders on the Supplier’s e-shop are paid in accordance with the general terms of use of the e-shop, before shipment.

Any bank charges related to the payment of the Products and Services, whatever they may be (in particular transfer fees, direct debit fees, intervention or exchange fees, etc.) shall be borne solely by the Client. No deduction or offsetting of these charges may be applied to the amount invoiced by the Supplier.

In the event of failure to comply with the payment deadline or a payment default relating to the invoice issued to the Client, late-payment penalties, corresponding to three times the statutory interest rate, applied to the total amount including VAT stated on such invoice, shall automatically and as a matter of right become payable to the Supplier, without any prior formalities or default being required. The Client shall also be liable for a fixed minimum compensation of forty (40) euros for recovery costs, due as a matter of right. In the event of failure to comply with the payment conditions set out above or a payment default, the Supplier reserves the right to suspend or terminate, without prior notice of default and as a matter of right, the supply of the additional Services in progress, in particular IT services, whether paid for by the Client or not, and the delivery of orders in progress.

7.2 - Payment conditions for subscriptions

Payment for Service subscriptions is made by monthly SEPA direct debits on the invoice issue date.

In the event of failure to comply with the payment deadline or a payment default on the invoice sent to the Client, late-payment penalties, corresponding to the legal interest rate increased by five points, applied to the total amount including VAT stated on such invoice, shall automatically and as a matter of right become payable to the Supplier, without any prior formalities or default being required. The Client shall also be liable for a fixed compensation of forty (40) euros in respect of recovery costs, which shall be automatically due and payable as a matter of right. In the event of failure to comply with the payment conditions set out above or a payment default, the Supplier reserves the right to suspend or terminate, without prior notice of default and as a matter of right, the supply of the additional Services in progress, in particular IT services, whether paid for by the Client or not, and the delivery of orders in progress.

7.3 - Payment conditions for Vending Machines

The order of a vending machine implies payment by the Client according to the following terms:

Payment from own funds: full payment of the price must be made before delivery of the Vending Machine.
Bank financing or credit institution: the Client must produce a firm and final financing agreement before delivery. No delivery may be made in the absence of this agreement.
Leasing: the Client must produce a firm and final financing agreement before delivery. No delivery may be made in the absence of this agreement.

A deposit may be requested upon order. Such deposit shall remain the property of the Supplier in the event of cancellation of the order by the Client. The following payment methods may be used:

Payment by bank transfer,
Payment by direct debit from the Client’s bank account.

In the event of failure to comply with the payment deadline or a payment default on the invoice sent to the Client, late-payment penalties, corresponding to three times the legal interest rate, applied to the total amount including VAT stated on such invoice, shall automatically and as a matter of right become payable to the Supplier, without any prior formalities or default being required. The Client shall also be liable for a fixed compensation of forty (40) euros in respect of recovery costs, which shall be automatically due and payable as a matter of right. In the event of failure to comply with the payment conditions set out above or a payment default, the Supplier reserves the right to suspend or terminate, without prior notice of default and as a matter of right, the supply of the additional Services in progress, in particular IT services, whether paid for by the Client or not, and the delivery of orders in progress.

Article 8 – Transport - Delivery

The Supplier reserves the right to use the mode of transport of its choice. Delivery of the Products will be made to the address indicated by the Client.

Delivery times are given for guidance only: any delay, regardless of its cause, shall not render the Supplier liable or give rise to any right to terminate the sale.

The prices of the services, transport and installation are those appearing on the Supplier’s price list in force on the day the order is received.

Any costs incurred as a result of a change of delivery address after the Supplier’s receipt of the order shall be borne exclusively by the Client. Likewise, in the event of specific requests by the Client concerning the packaging or transport conditions of the ordered Products, duly accepted in writing by the Supplier, the related costs will be the subject of a specific additional invoice.

Article 9 – Transfer of ownership - transfer of risks

The transfer of ownership of the Products, for the benefit of the Client, is suspended until the issuance of the final delivery or commissioning invoice issued by the Supplier and full payment by the Client of this invoice, in principal and ancillary amounts, even in the event of the granting of a payment deadline, and regardless of the delivery date of such Products.

It is expressly agreed that the Supplier may enforce its rights under this retention of title clause in respect of any amount owed to it against all Products in the Client’s possession, such Products being contractually deemed to be the unpaid Products. To this end, the Supplier will send the Client a formal notice by any written means allowing receipt to be attested (registered letter with acknowledgement of receipt, email with acknowledgement of receipt, extrajudicial act), inviting it to regularise its situation within three (3) business days of receipt of such formal notice.

Upon expiry of this period, without full payment of the amounts due, the Supplier may, without further formality:

claim and take back the unpaid Products in compensation for all its unpaid invoices, without prejudice to its right to rescind sales in progress and to any other action it would be entitled to bring against the Client;
remotely shut down the Vending machines or interrupt any service offered to the Client, until the purchase price of the Products has been paid in full.

The Supplier will organise the operations to take back the Products, setting the practical arrangements (date, time, place and means of transport), after having informed the Client in writing. The Client undertakes to provide access to the Products concerned and to facilitate their removal, and shall not object thereto or make such access subject to any condition whatsoever. Any obstacle placed by the Client to the proper execution of the take-back operations will engage its liability and may give rise to summary proceedings at the Client’s expense.

The Client will remain responsible for the Products until they are actually taken back by the Supplier. The costs associated with the repossession operations (including transportation, handling and travel expenses) shall be borne in full by the Client and shall be added to the amounts due under the unpaid invoices.

Notwithstanding this retention of title clause, the risk in the Products shall pass to the Client upon delivery: the transfer to the Client of the risks of loss and deterioration of the Products will take place upon delivery and receipt of said Products, regardless of the transfer of ownership, and this whatever the date of the order and of payment thereof.

From delivery of the Products, the Client shall have custody of the Products and shall be responsible for their safekeeping. It is however, expressly agreed that, for each “Renaissance” Vending Machine, namely one that has already been the subject of a commissioning prior to the one carried out for the Client, the Client accepts such Vending Machine is in its condition as at the date of signature of the quotation and assumes full responsibility for it from that date when the Vending Machine is not refurbished at the Supplier’s workshop and is sold on site.

Article 10 – Terms for the Provision of the Services

The chosen Services will be supplied within a maximum period of one (1) month from their subscription as defined in Article 2.

The Supplier’s liability may under no circumstances be engaged in the event of delay or suspension of the supply of the service attributable to the Client, or in the event of force majeure.

Service interruptions inherent in the maintenance operations of WebPilot and the Click & Collect application will be the subject of prior communication to the Client, via WebPilot.

Any Vending Machine warranty Service, subscribed by subscription or by single invoicing, includes the Supplier’s coverage of the cost of spare parts and labour, excluding travel costs, on the occasion of any repair occurring in metropolitan France excluding Corsica during the subscribed warranty period, with the exception of the repair of the following elements: screen, computer and payment system. Subscription to this warranty is subject to a positive diagnosis by the Supplier and, where applicable, refurbishment of the Vending Machine both of which will be the subject of a separate quotation and invoice. No warranty Service may be subscribed for drinks, snacking, baguette or locker Vending Machines.

Article 11 – Supplier’s liability - Warranty

11.1 Concerning the Services

The Supplier guarantees the Client, in accordance with legal provisions, against any lack of conformity of the Services and any hidden defect arising from a defect in the design or supply of said Services, excluding any negligence or fault of the Client.

The Supplier’s liability can only be engaged in the event of proven fault or negligence and is limited to direct losses, excluding any indirect loss, of whatever nature.

To preserve its rights, the Client must notify the Supplier in writing of the existence of the defects within thirty (30) days of their discovery, failing which the Client shall forfeit any right to bring a related claim.

The Supplier will rectify or have rectified, at its exclusive expense, according to the appropriate terms approved by the Client, the Services deemed defective.

In any event, should the Supplier’s liability be retained, the Supplier’s warranty would be limited to the amount excluding VAT paid by the Client for the supply of the Services.

11.2 Concerning the Products

11.2.1 Consumables, having immediate use, have no warranty period.

The Client is required to check the apparent condition of the consumables upon delivery. In the absence of reservations expressly made by the Client upon delivery, the consumables delivered by the Supplier will be deemed to conform in quantity and quality to the order.

The Client will have a period of eight (8) days from the delivery and receipt of the Consumables ordered to make such reservations, in writing, with the Supplier.

No claim may be validly accepted in the event of failure by the Client to comply with these formalities. The Supplier will replace, as soon as possible and at its expense, the delivered Consumables whose lack of conformity has been duly proven by the Client.

11.2.2 The Supplier grants a warranty in respect of the Pizza Vending Machines upon their sale, subject to the following terms and conditions:

New pizza Vending Machines sold in mainland France are guaranteed for a period of one (1) year from the date of their commissioning. This warranty covers parts and labour, excluding the screen, the payment system and the computer. Travel costs remain payable by the Client. The warranty is valid in mainland France only.

New pizza Vending Machines intended for export are guaranteed for a period of one (1) year from the date of their commissioning. This warranty covers parts only, excluding the screen, the payment system and the computer. Travel and labour costs remain payable by the Client.

“Renaissance” pizza Vending Machines refurbished in the workshop by the Supplier are guaranteed for a period of six (6) months from their commissioning. This warranty covers parts and labour, excluding the screen, the payment system and the computer. Travel costs remain payable by the Client. The warranty is valid in mainland France only.

“Renaissance” pizza Vending Machines refurbished in the workshop by the Supplier and intended for export are guaranteed for a period of six (6) months from the date of their commissioning. This warranty covers parts only, excluding the screen, the payment system and the computer. Travel and labour costs remain payable by the Client. “Renaissance” pizza Vending Machines not refurbished in the workshop by the Supplier benefit from no warranty.

For each “Renaissance” pizza Vending Machine not refurbished in the workshop by the Supplier and sold on site, the Client accepts such Vending Machine as is and acknowledges having taken note of its external condition on the day the quotation is signed and assumes responsibility for it as from that date.

The Supplier grants, on an exceptional basis, a warranty on the new Vending Machines sold by the company API TECH (RCS 451 972 483) between 2 August 2024 and 31 July 2025 and commissioned in metropolitan France excluding Corsica, under the following conditions: new Vending Machines, excluding drinks, baguette or locker Vending Machines are guaranteed for parts and labour, excluding screen, computer and payment system and excluding travel costs, as from 1 August 2025 for a period not exceeding one (1) year from the date of invoicing of the Vending Machine by the company API TECH.

The Client acknowledges having been informed in detail of all the characteristics of the new Vending Machines.

The Client acknowledges having been informed of the need for it to comply, in the context of the operation of the Vending Machines, with the regulations in force. The Supplier may not be held liable for misuse by the Client and/or any use not compliant with the legal obligations applicable to the Client’s activity.

Spare parts and repairs are guaranteed for a period of six (6) months from their delivery, excluding travel costs. The replacement of defective parts does not have the effect of extending the duration of the Supplier’s warranty.

11.3 Non-application of the warranty

In all cases of warranty granted by the Supplier (initial contractual warranty, subscription or single invoicing), interventions and repairs due to deterioration resulting from the following are not covered by the warranty:

relocation of the Vending Machine, negligence, misuse, vandalism,
the Client’s failure to maintain the Vending Machine, as prescribed in the Vending Machine’s instruction manual,
any intervention by a person external to the Supplier and not mandated by it (in particular where the fitting of spare parts was not carried out by the Supplier); in particular, where the Client itself replaces spare parts, the Supplier may not be held liable for assembly and adjustment errors made by the Client or any person acting on its behalf; any deterioration or malfunction resulting from incorrect assembly or adjustment carried out by the Client will be excluded from any warranty and will be invoiced at the applicable rate,
natural disasters or any accident or incident whose cause is external to the Vending Machine (climatic and environmental conditions, water damage, fire, impact, etc.),
the use of unsuitable electrical power supply or any other cause having the same effects,
the use of consumables not sold by the Supplier (boxes, cooking plates and labels),
any IT modification (software or Vending Machine)

Any intervention resulting from any of the cases of damage referred to above shall be invoiced at the Supplier’s rates in effect at the time of the intervention.

11.4 Regulatory compliance of the WebPilot software

The WebPilot software is developed and maintained in compliance with French legislation and regulations in force on the date it is made available.

In general, the Supplier may not be held liable for any administrative, tax, criminal or other penalty imposed on the Client by the competent authorities of its country (outside France), resulting from the Client’s failure to comply with the regulations applicable to its activity, whatever the cause.

It is the Client’s responsibility to ensure, under its sole responsibility, the compliance of its activity with all the legal and regulatory obligations in force in its country of establishment and in any country in which it carries out its activity.

If any modification to WebPilot is required to ensure its compliance with any regulation, legislation, technical standard or administrative decision applicable in the Client’s country (outside France), the associated development costs shall be borne exclusively by the Client. The following are targeted, on a non-exhaustive basis: the tax obligations of the Client’s country (in particular electronic invoicing, standards applicable to receipts, specific taxes), personal data protection requirements, as well as any obligation imposed by a local public authority.

The Client shall be solely responsible for monitoring the regulations applicable in its country. As such, it is its responsibility: to monitor the application of legislative and regulatory texts likely to affect the use of the software; to inform the Supplier in writing, within a reasonable time, as soon as it becomes aware of a regulation or a regulatory change requiring an adaptation of the software, in order to allow the Supplier to carry out the developments under satisfactory conditions; to provide the Supplier with all the texts, technical specifications and official documents necessary to carry out the development.

The Supplier may not be held liable for any delay in bringing the software into compliance, nor for any penalty or loss suffered by the Client, resulting from a failure or delay in the transmission of regulatory information by the Client.

Upon receipt of a written notification from the Client, the Supplier and the Client must meet within fifteen (15) business days in order to: validate the regulatory qualification of the request and set an estimated completion schedule taking into account the applicable entry-into-force constraints. A detailed development quotation shall be submitted to the Client for its prior written approval before any analysis, preparatory steps or development work is commenced.

No regulatory development shall be initiated without the Client’s prior written agreement on the corresponding quotation and specifications.

It is specified that the Supplier is not required to carry out a regulatory development if it exceeds its technical or operational capacity, including if the Client bears the related costs.

The provisions of this article shall apply to all contracts that are being performed on the effective date of these GTC, including those entered prior to that date, provided that the Client continues to use the WebPilot software after the effective date of these GTC. The continued use of the WebPilot software by the Client after notification of the update of these GTC constitutes unreserved acceptance of Article 11.4 in its version in force.

11.5 Regulatory compliance of the Vending Machines

The Vending Machines comply with French legislation and regulations in force on the date they are made available.

In general, the Supplier may not be held liable for any administrative, health, tax, customs, criminal or other penalty, or for any other cost imposed on the Client by the competent authorities of its country (outside France) and the related financial consequences, resulting from the Client’s failure to comply with the regulations applicable to the installation, operation and use of the Vending Machine, whatever the cause.

The Client shall be solely responsible for ensuring that the installation and operation of the Vending Machine comply with all legal and regulatory requirements in force in its country of establishment, in particular those relating to health and food standards, hygiene, safety, town planning and the occupation of the public highway, as well as in any other country in which it carries on its business.

Article 12 – Internet connection

The WebPilot and Click & Collect applications require an internet connection.

Consequently, the company FLD TECH may not be held liable for malfunctions of the Internet connection attributable to the electricity or Internet access provider and their consequences.

Article 13 – Intellectual property

The Supplier shall remain the owner of all intellectual property rights and know-how relating to the Services, whether such rights are owned by the Supplier or licensed to it by third-party licensors.

Where software is necessary for the use of a Service, the Supplier grants the Client a personal, non-exclusive, non-assignable and non-transferable right of use over the latter, limited to the duration of the services subscription.

This right is granted only for the sole purpose of allowing the Client to use the Services, to the exclusion of any other purpose.

The Client strictly refrains from any other use of the aforementioned software, in particular any adaptation, modification, correction, translation, arrangement, distribution and decompilation, without this list being exhaustive.

Article 14 – Personal data

The Supplier and the Client undertake to take all necessary measures to ensure that the processing of personal data related to these terms complies with the applicable regulations in force, and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and with Law no. 2018-493 of 20 June 2018.

The Supplier collects, through WebPilot, the following personal data:

Data Subjects	Legal Basis	Purpose of the Data Processing	Personal Data Processed	Data Retention Period
Client	Performance of a contract	Management of the Client by the Supplier Provision to the Client for its operation	Civil status, identity, identification data, contact: Surname First name Telephone number Email address Trade name / corporate name of the Client Connection data: WebPilot login (username + password) Banking data relating to the banking contract for the payment terminal: Merchant number Bank code SIRET no.	Duration of the contractual relationship + 2 years
Consumers	Consent	Use of the Click & Collect mobile application	Civil status, identity, identification data, contact: Surname First name Date of birth Telephone number Postal code Connection data: Click & Collect login (username + password) Preferences: Vending Machine(s) used	Until deletion of the account by the Consumer
Consumers	Performance of a contract	Bank card transactions	Banking data: Credit card number	Time necessary for the transaction

The Supplier acts as data controller (within the meaning of Article 4(7) of the GDPR) regarding the management of the Client’s data, and as processor (within the meaning of Article 4(8) of the GDPR) regarding the processing of the Consumers’ personal data.

The Supplier undertakes to process the personal data of the Client and of the Consumers in an adequate, relevant manner and limited to what is necessary for the determined objectives, in compliance with the purposes initially determined upon their collection, or for purposes compatible with the initial purposes, unless otherwise provided by law or on the basis of a separate legal basis.

Access to the personal data referred to is limited to the Supplier’s employees and agents who strictly need to process it in order to achieve the determined objectives.

Third parties may potentially be recipients of all or part of the aforementioned personal data, without the authorisation of the data subjects if this is necessary for the performance of an activity or function subcontracted by the Supplier. The third parties concerned are subject to obligations of compliance with the provisions of the GDPR, or equivalent provisions. In any event, the Supplier undertakes not to resell, transmit or give third parties access to the personal data concerned without the prior consent of the data subjects, except in the case of a binding legal obligation.

The Supplier also undertakes to apply appropriate technical and organisational measures in order to ensure the security of the personal data referred to and to preserve its integrity, confidentiality and availability.

The Client and the Consumers have a right of access, rectification, erasure, restriction, portability and objection regarding their personal data, as well as the possibility of lodging a complaint with the CNIL via Plaintes | CNIL if they consider that their personal data is not processed in accordance with the applicable regulations in force.

To find out more about the management of personal data by the Supplier and/or to exercise the rights described above, the Client may contact the Supplier’s data protection officer:

by email: juridique@fldtech.fr
by post: 11 Avenue du Général de Gaulle 54280 SEICHAMPS, France

Article 15 – Jurisdiction

ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE RELATIONSHIP BETWEEN THE CLIENT AND THE SUPPLIER SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF NANCY

Article 16 - Language of the contract – Applicable law

These General Terms and Conditions of Sale and the transactions arising from them shall be governed by French law.

They are drawn up in the French language. In the event that they are translated into one or more languages, the French version shall prevail in the event of any dispute.