Terms of Sale

These general terms 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 regarding the sale of services and products by FLD TECH.

They define the conditions under which FLD TECH, the "Supplier," provides the buyers, hereinafter the "Clients" or the "Client," potentially through subscriptions, hereinafter the "Subscriptions" or "Subscription," the following services: IT services, covering, maintenance, installation, cleaning, repair (by exchanging parts for parts of the same model, new or used, in good working condition), warranty, hereinafter the "Services" or the "Service," attached to automated food vending machines, hereinafter the "Vending machines" or the "Vending machine," and the following products: Vending machines, spare parts and consumables dedicated to the Vending machines, hereinafter the "Products" or the "Product."

1.1 The initial IT service Subscriptions are as follows:

• Essential Box Subscription which includes: independent internet connection at the Client's expense, payment gateway, access to WebPilot (1), listing on the Click & Collect application with online sales capability (2), hotline,

or

• Essential 4G Subscription which includes: internet connection via SIM card provided by the Supplier, payment gateway, access to WebPilot (1), listing on the Click & Collect application (2), with online sales capability, hotline.

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

(2) The Click & Collect application allows the Clients' customers, hereinafter the "Consumers," to geolocate the Vending machines and, if the Client subscribes to the option, to place Click & Collect orders for products sold by the Client.

Online sales by the Client through the Click & Collect application is an option subject to fees charged by the payment platform STRIPE, a partner of the Supplier with whom the Client will enter into a separate contractual relationship, amounting as of January 1, 2025, for information purposes, to:

It is specified that the initial service Subscription for a used Vending machine (purchased from another Client) can only be subscribed to after a WebPilot migration operation, which will be subject to a separate quote and billing.

Each Subscription is concluded for one (1) single Vending machine; if the Client owns multiple Vending machines, they must subscribe to as many initial subscriptions as Vending machines held.

1.2. Optional service Subscriptions per Vending machine, in mainland France excluding Corsica, at choice:

• Smart Mobility Subscription which includes: technician travel costs for each intervention, limited to three (3) interventions per year, and a 10% discount on spare parts. It is specified that when a Client owns multiple Vending machines under Smart Mobility Subscription, the total number of interventions (3 x number of Vending machines) may be used interchangeably across all of the Client's subscribed Vending machines.
• Full Tech Subscription which includes: Vending machine warranty, excluding beverage Vending machines, baguette Vending machines and locker Vending machines, for parts and labour (excluding screen, computer and payment system), excluding travel costs, from the date of subscription. Subscription is subject to a positive diagnosis by the Supplier and possible restoration of the Vending machine, both of which will be subject to a separate quote and billing.
• Premium Subscription which includes: Vending machine warranty for parts and labour (excluding screen, computer and payment system) and travel costs (limited to three (3) trips per year), from the date of subscription. Subscription is subject to a positive diagnosis by the Supplier and possible restoration of the Vending machine, both of which will be subject to a separate quote and billing.

1.3. These general terms of sale apply without restriction or reservation

These general terms 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 on the Client's documents, including their general purchasing conditions.

Any order for Services or Products placed in any form whatsoever with the Supplier automatically entails, on the part of the Client, acceptance of these general terms of sale, which prevail over any clause provided for in purchase orders or any Client document.

The information contained in the Supplier's catalogues, brochures and price lists is provided for information purposes and may be revised at any time.

The Supplier is entitled to make any modifications to these General Terms 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 of Sale, depending on negotiations conducted with the Client, by establishing Specific Terms of Sale.

Sales are only completed upon express written acceptance of the Client's order by the Supplier. Confirmation of the Supplier's acceptance of the Client's order shall be evidenced by the issuance of a quote signed by the Client. In the event of unavailability of the ordered Product, the quote shall automatically become null and void, without any compensation being due to the Client. The Supplier shall inform the Client as soon as possible of this unavailability, and any deposit paid by the Client shall be immediately refunded. For a Vending machine, the finding of unavailability may occur up to the date of its commissioning.

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

Acknowledgement and acceptance of the order are confirmed by sending an email. The data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Client.

Service Subscriptions are only completed upon express written acceptance of the Client's Subscription order by the Supplier. Confirmation of the Supplier's acceptance of the Client's Subscription shall be evidenced by the issuance of a Subscription form signed by the Client. Any Subscription modifications requested by the Client shall only be taken into account if notified in writing at least thirty (30) days before the next billing date, after the Client has signed an amendment to the initial form.

3.1 Initial service Subscriptions

Initial service Subscriptions are concluded from the date of service provision by the Supplier for a period of one (1) year, renewable by tacit renewal.

3.2 Optional service Subscriptions

Optional service Subscriptions are concluded from the effective date stated on the Subscription form for a period of one (1) year, renewable by tacit renewal. This period constitutes a firm and irrevocable commitment, during which the Client undertakes to honour all payments provided for under the contract.

Service Subscriptions may be terminated in writing by the Client and the Supplier by giving 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 sale or permanent shutdown of the Vending machine to which the Subscription applies, it being specified that each month commenced is due in full.

Any request for early termination, outside the cases mentioned above, shall result in the immediate payment of a termination indemnity corresponding to 100% of the remaining monthly instalments due until the end of the commitment period. This indemnity is due in full at the time of termination and cannot be paid in instalments. The Client acknowledges that this indemnity constitutes fair compensation for the loss suffered by the Supplier as a result of early termination. For any request for early termination, the Client must submit the request in writing.

Notwithstanding the provisions relating to the commitment period and early termination penalties, either party may terminate the Subscription contract as of right in the event of a 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 must first notify the observed breach by registered letter with acknowledgement of receipt, giving the Supplier formal notice to remedy the breach within thirty (30) calendar days from receipt of said notification. If at the end of this period the breach persists, the Client may terminate the contract without notice and without being liable for the remaining monthly payments until the end of the initially subscribed commitment period.

In the event of a breach by the Client of its contractual obligations, particularly in the event of non-payment not rectified within fifteen (15) days following the sending of a formal notice, or in the event of fraudulent use of services, the Supplier may terminate the contract as of right. In this case, the remaining amounts due until the end of the commitment period shall become immediately payable as damages.

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

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

A telephone support service, Hotline, useful for diagnosing faults or malfunctions of Vending machines, is available Monday to Friday from 8:30 AM to 8:00 PM and Saturday to Sunday and bank holidays from 9:30 AM to 12:30 PM then from 1:00 PM to 5:00 PM. Scheduling an appointment is recommended to reach the Hotline; appointment requests can be made by email at: sav@fldtech.fr or through the electronic telephone appointment scheduling calendar made available to Clients on the website https://odoo.fldtech.fr/ under the "Appointment" tab.

Any intervention is subject to a prior quote issued by the Supplier and submitted for the Client's acceptance; the intervention is conditional upon payment of said quote.

Repairs, including those under warranty, are performed by exchanging parts for parts of the same model, new or used, in good working condition.

The Supplier shall in no case be held liable for the inability to supply spare parts, particularly due to discontinuation of manufacturing by original manufacturers or suppliers, technological obsolescence, or any other reason beyond its control.

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

Training on the use of the Vending machine may be organised upon request and will be subject to separate billing at the applicable rate.

The Supplier also offers service provisions that are subject to a separate quote and billing.

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

To ensure the proper technical operation of the Vending machine, the Supplier may at any time remotely access the Vending machine to perform maintenance operations and software updates.

Services and Products are provided at the Supplier's rates in effect on the date the order is placed, according to the Supplier's price schedule and/or the Subscription form previously established by the Supplier and accepted by the Client, as indicated in the "Orders" article above.

Prices are quoted net and exclusive of tax.

Service prices are subject to annual revision by the Supplier upon contractual renewal of Services.

Services and Products whose price cannot be quoted precisely will be subject to a detailed quote.

7.1 - Payment terms for Service and Product orders excluding subscriptions and Vending machines

Orders are orders with payment obligation, 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 debit 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 e-shop's general terms of use, before dispatch.

Any bank charges related to the payment of Products and Services, whatever they may be (including transfer fees, direct debit fees, intervention or exchange commissions, etc.) are entirely borne by the Client. No deduction or offset of these charges may be applied to the amount invoiced by the Supplier.

In the event of non-compliance with the payment deadline or payment incident on the invoice sent to the Client, late payment penalties, corresponding to three times the legal interest rate, applied to the amount including tax shown on said invoice, shall be automatically and as of right owed to the Supplier, without any formality or prior notice. The Client shall also pay a minimum flat-rate compensation of 40 euros for recovery costs, owed as of right.

In the event of non-compliance with the payment conditions set out above or payment incident, the Supplier reserves the right to suspend or cancel the provision of ongoing additional Services, including IT services, whether paid for by the Client or not, and the delivery of current orders.

7.2 - Payment terms for subscriptions

Payment of Service subscriptions is made by monthly SEPA direct debit on the invoice issue date.

Any bank charges related to the payment of Products and Services, whatever they may be (including transfer fees, direct debit fees, intervention or exchange commissions, etc.) are entirely borne by the Client. No deduction or offset of these charges may be applied to the amount invoiced by the Supplier.

In the event of non-compliance with the payment deadline or payment incident on the invoice sent to the Client, late payment penalties, corresponding to the legal interest rate plus five points, applied to the amount including tax shown on said invoice, shall be automatically and as of right owed to the Supplier, without any formality or prior notice. The Client shall also pay a minimum flat-rate compensation of 40 euros for recovery costs, owed as of right.

In the event of non-compliance with the payment conditions set out above or payment incident, the Supplier reserves the right to suspend or cancel the provision of ongoing additional Services, including IT services, whether paid for by the Client or not, and the delivery of current orders.

7.3 - Payment terms for Vending machines

Ordering a Vending machine requires payment by the Client no later than the Vending machine's delivery date.

A deposit may be requested upon ordering.

The following payment methods may be used:

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

Any bank charges related to the payment of Products and Services, whatever they may be (including transfer fees, direct debit fees, intervention or exchange commissions, etc.) are entirely borne by the Client. No deduction or offset of these charges may be applied to the amount invoiced by the Supplier.

In the event of non-compliance with the payment deadline or payment incident on the invoice sent to the Client, late payment penalties, corresponding to three times the legal interest rate, applied to the amount including tax shown on said invoice, shall be automatically and as of right owed to the Supplier, without any formality or prior notice. The Client shall also pay a minimum flat-rate compensation of 40 euros for recovery costs, owed as of right.

In the event of non-compliance with the payment conditions set out above or payment incident, the Supplier reserves the right to suspend or cancel the provision of ongoing additional Services, including IT services, whether paid for by the Client or not, and the delivery of current orders.

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

Delivery times are given as an indication: any delay, whatever the cause, shall not engage the Supplier's liability nor result in the cancellation of the sale.

The prices of services, transport and installation are those shown on the Supplier's price list in effect on the date the order is received.

Costs incurred by any change of address after receipt of the order shall be borne exclusively by the Client. Similarly, in the event of specific requests by the Client regarding packaging or transport conditions for ordered Products, duly accepted in writing by the Supplier, the related costs shall be subject to additional specific billing.

The transfer of ownership of Products to the Client is suspended until full payment by the Client of the price resulting from the final delivery or commissioning invoice issued by the Supplier, in principal and incidental costs, even in the event of a payment extension, and regardless of the delivery date of said Products.

By express agreement, the Supplier may exercise the rights it holds under this retention of title clause for any of its claims on all Products in the Client's possession, the latter being conventionally presumed to be unpaid, and the Supplier may repossess or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales and any other legal actions it may be entitled to take against the Client. The Supplier may also, under this clause, remotely shut down the Smart Machines or interrupt any service offered to the Client until full payment of the Product price.

This clause does not prevent the transfer of risks for ordered Products to the Client upon their delivery: the transfer to the Client of the risks of loss and deterioration of Products shall be effected upon delivery and receipt of said Products, independently of the transfer of ownership, regardless of the date of the order and its payment.

From the delivery of Products, the Client shall have the status of depositary and custodian of the Products.

However, it is specified that for each "used" Vending machine, namely having already been commissioned prior to the commissioning performed for the Client, the Client accepts said Vending machine as-is on the date of signing the quote and assumes responsibility for it from that date.

The selected Services shall be provided within a maximum period of one (1) month from their subscription as defined in Article 2.

The Supplier's liability shall in no case be engaged in the event of delay or suspension of service provision attributable to the Client, or in the event of force majeure.

Service interruptions inherent to maintenance operations of WebPilot and the Click & Collect application shall be communicated to the Client in advance through WebPilot.

Any Vending machine warranty Service, subscribed by subscription or single billing, includes the Supplier's coverage of spare parts and labour costs, excluding travel costs, for any repair carried out in mainland France excluding Corsica during the subscribed warranty period, with the exception of the following components: screen, computer and payment system. Subscription to this warranty is subject to a positive diagnosis by the Supplier and possible restoration of the Vending machine, both of which will be subject to a separate quote and billing. No warranty Service can be subscribed for beverage, baguette or locker Vending machines.

11.1 Regarding Services

The Supplier warrants, in accordance with legal provisions, the Client against any defect in conformity of the Services and any hidden defect arising from a design or provision defect 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 damages, excluding any indirect damage of any nature whatsoever.

In order to assert their rights, the Client must, under penalty of forfeiture of any related action, inform the Supplier in writing of the existence of defects within a maximum period of thirty (30) days from their discovery.

The Supplier shall rectify or have rectified, at its exclusive expense, according to the appropriate methods agreed upon by the Client, the Services deemed defective.

In any event, should the Supplier's liability be established, the Supplier's warranty shall be limited to the amount excluding tax paid by the Client for the provision of the Services.

11.2 Regarding Products

11.2.1 Consumables having immediate use have no warranty period.

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

The Client shall have eight (8) days from delivery and receipt of the ordered Consumables to submit such reservations in writing to the Supplier.

No claim shall be validly accepted in the event of non-compliance with these formalities by the Client. The Supplier shall replace, as soon as possible and at its expense, the delivered Consumables whose defect of conformity has been duly proven by the Client.

11.2.2 The Supplier grants no warranty on Vending machines at the time of their sale.

For each "used" Vending machine, namely having already been commissioned prior to the commissioning performed for the Client, the Client accepts said Vending machine as-is on the date of signing the quote and assumes responsibility for it from that date.

The Supplier grants, on an exceptional basis, a warranty on new Vending machines sold by the company API TECH (RCS 451 972 483) between August 2, 2024 and July 31, 2025, and commissioned in mainland France excluding Corsica, under the following conditions:

New Vending machines, excluding beverage, baguette or locker Vending machines, are warranted for parts and labour, excluding screen, computer and payment system and excluding travel costs, from August 1, 2025 for a period not exceeding one (1) year from the date the Vending machine was invoiced by API TECH.

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

Regarding "used" Vending machines, namely having already been commissioned prior to the commissioning performed for the Client, the Client acknowledges having reviewed the external condition of said Vending machine on the date of signing the quote.

The Client acknowledges having been informed of the need to comply, in the operation of Vending machines, with applicable regulations. The Supplier shall not be held liable for misuse by the Client and/or any use not in compliance with the legal obligations applicable to the Client's activity.

Spare parts and repairs are warranted for a period of six (6) months from their delivery, excluding travel costs. The replacement of defective parts does not extend the Supplier's warranty period.

11.3 Non-application of the warranty

In all cases of warranty granted by the Supplier (initial contractual warranty, subscription or single billing), the warranty does not cover interventions and repairs due to deterioration resulting from:

• moving the Vending machine, negligence, misuse, vandalism,
• failure by the Client to maintain the Vending machine as prescribed in the Vending machine's user manual,
• any intervention by a person not employed by and not authorised by the Supplier (particularly when installation of spare parts was not performed by the Supplier),
• natural disasters or any accident whose cause is external to the Vending machine (water damage, fire, impact, etc.),
• use of inappropriate electrical current or any other cause producing the same effects,
• use of consumables not sold by the Supplier (boxes, cooking trays and labels),
• any IT modification (software or Vending machine)

Any intervention resulting from a case of deterioration cited above shall be billed at the Supplier's rate in effect at the time of the intervention.

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

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

The Supplier retains intellectual property rights and know-how attached to the Services, whether it owns them or holds licences granted by third-party publishers.

When software is necessary for the use of a Service, the Supplier grants the Client a personal, non-exclusive, non-transferable and non-assignable right of use for these, limited to the duration of the service subscription.

This right is granted solely for the purpose of enabling 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.

The Supplier and the Operator undertake to take all necessary measures to ensure that the processing of personal data related hereto complies with applicable regulations, and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"), and French Law No. 2018-493 of 20 June 2018.

The Supplier will collect, via WebPilot, the following personal data:

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

The Supplier undertakes to process the personal data of the Client and Consumers in an adequate, relevant and limited manner for the determined objectives, respecting the purposes initially determined at 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 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 compliance obligations with the provisions of the GDPR, or equivalent provisions. In any event, the Supplier undertakes not to resell, transmit or give access to third parties 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 to ensure the security of the personal data referred to and to preserve their integrity, confidentiality and availability.

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

To learn more about the Supplier's management of personal data 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

ANY DISPUTE THAT MAY ARISE BETWEEN THE CLIENT AND THE SUPPLIER, WITHIN THE FRAMEWORK OF THEIR RELATIONSHIP, SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS WITHIN THE JURISDICTION OF THE JUDICIAL COURT OF NANCY.

These General Terms of Sale and the operations arising therefrom are governed by French law.

They are drafted in French. In the event that they are translated into one or more languages, only the French text shall prevail in the event of a dispute.