GENERAL TERMS AND CONDITIONS OF SALE BETWEEN PROFESSIONALS

CONSTRUCTIONS-3D

Preamble

CONSTRUCTIONS-3D is a simplified joint-stock company (société par actions simplifiée – SAS) with a share capital of EUR 9,500, registered with the Lille Métropole Trade and Companies Register under number 831,687,009. CONSTRUCTIONS-3D is headquartered at 83 Rue des Mines Innovantes – La Citadelle des Savoir-Faire, Bruay-sur-l’Escaut (59860), France.

Telephone: +33 (0)3 74 01 03 75 – Email address: info@constructions-3d.com

CONSTRUCTIONS-3D is legally represented by its President, Mr. Antoine Motte.

EU VAT identification number: FR73831687009.

The company is the publisher of the website Constructions-3D | Concrete 3D Printers, the publication director of which is Mr. Axel Thery.

The website is hosted by Amazon Web Services, 410 Terry Avenue North, P.O. Box 81226, Seattle, WA 98108-1226, USA.

Sales carried out by CONSTRUCTIONS-3D are governed by these General Terms and Conditions of Sale (the “GTCS”), which are freely available online at all times on the website and are expressly referenced at the time of registration to the personal account or in the commercial offer.

If a registered User decides to place an order and thus becomes a Client of CONSTRUCTIONS-3D, the Client shall be subject to these GTCS and shall be informed thereof prior to payment of the order by means of a clear notice.

The Client acknowledges having received the advice and information necessary to ensure that the offer is suitable for its needs.

Definitions

For the purposes of these General Terms and Conditions, the following terms shall have the meanings set forth below:

Client: any natural person of legal age and capacity, or any legal entity, who, when placing an order, acts exclusively within the scope and for the purposes of its professional, commercial, craft, or liberal activity.

Order: any purchase order relating to products or services offered by the Seller and accepted by the Seller, evidenced by any contractual document (purchase order, signed quotation, online validation, or any equivalent medium), specifying the nature, quantity, price, and conditions of supply of the relevant products or services.

General Terms of Use or “GTU”: the general terms of use of the C-3D website.

General Terms and Conditions of Sale or “GTCS”: these general terms and conditions of sale.

Constructions-3D or “C-3D”: the Seller, i.e., the company Constructions-3D referred to in the Preamble.

Contract: the entire contractual framework consisting of these GTCS, any specific conditions agreed between the Parties, the quotation, the Order, or any other commercial document accepted in writing by the Seller, which together govern the sale of the Products (in particular 3D printers and accessories) and the provision of associated Services (such as training, installation, software assistance, and maintenance). In the event of any inconsistency between these documents, the specific conditions and/or the accepted quotation shall prevail over these GTCS.

Personal Information: information which, in any form whatsoever, directly or indirectly identifies the natural persons to whom it relates (Article 4 of French Law No. 78-17 of January 6, 1978).

Printer: the machine designed for depositing 3D material layers and manufactured by Constructions-3D.

Software: the software developed by C-3D enabling account access and preparation of digital files compatible with C-3D Printers.

Party / Parties: individually, either Constructions-3D or the Client, or collectively both.

Product(s): the goods ordered by the Client and sold by the Seller.

Site: the website published by CONSTRUCTIONS-3D, accessible at Constructions-3D | Concrete 3D Printers, or indirectly via any URL of a website operated by the company.

User: any Client who uses the Site by browsing it, who has created a personal account, and who has accepted the Site’s General Terms of Use.

Seller: the company Constructions-3D referred to in the Preamble to these GTCS.

Article 1 – Objet

These General Terms and Conditions of Sale (the “GTCS”), in accordance with Article L.441-1 of the French Commercial Code, constitute the sole basis of the commercial relationship between the Seller and its Clients, whether initiated via the seller’s website, by direct contact or by any paper-based medium.

They are intended to define the conditions under which CONSTRUCTIONS-3D supplies the Client with the ordered Product and associated services. They specify in particular the conditions of ordering, pricing, payment and delivery.

In accordance with applicable regulations, these GTCS are systematically communicated to any Client who so requests, in order to enable the Client to place an order with the Seller.

They apply, without restriction or reservation, to all Products sold and associated services provided by the Seller to Clients wishing to acquire the Products defined in Article 2, in the absence of any specific written agreement concluded between the Parties, regardless of its form (invoice, signed quotation, sales contract, service agreement, etc.).

These GTCS define the contractual rights and obligations of the Seller and the Client.

Any order for Products and associated services implies the Client’s acceptance of these General Terms and Conditions of Sale.

The fact that the Seller does not avail itself, at a given time, of any clause established in its favor under these GTCS shall not be interpreted as a waiver of its right to rely thereon. In the event of doubt regarding any condition, reference shall be made to the provisions of the French Commercial Code.

The Seller reserves the right to amend the GTCS from time to time in accordance with changes to its services, legislative developments or for any other legitimate reason. Such amendments shall apply as from their publication online.

By way of exception, in the event of an order placed by a consumer, the practices applicable to distance selling and the provisions of the French Consumer Code shall apply.

The relationship between the Client and the Seller shall always be governed by the latest version of the GTCS in force.

Article 2 – Products and associated services

2.1 Product Range Offered by C-3D

C-3D manufactures and markets three concrete 3D printer models: Mini Printer EDU, Mini Printer PRO XL and MaxiPrinter. The 3D Printers are intended for professional use and enable concrete printing through an intuitive user interface and a dedicated software suite. They also include numerous safety features enabling appropriate use of the Printer.

The Printers are supplied with C-3D’s proprietary software under the conditions set out in Article 8 of these GTCS. If the Client uses another version of the Software or software not validated by C-3D, the latter shall not be held liable for any malfunction, loss of performance or damage resulting from such use.

In addition to Printers, C-3D manufactures and markets equipment and instruments such as: water control system / Aqua Control Unit (A.C.U.), automated measuring tool (Constructimeter), and mixers. This list may be subject to change.

2.2 Nature of Associated Services

The services offered free of charge or for sale are exhaustively listed in the brochure or any equivalent written documentation made available to the Client prior to ordering.

The Client is invited to consult the brochure or documentation provided to become aware of the essential characteristics prior to any purchase or order.

The Seller offers several distinct services, which may be combined or not, depending on the Client’s actual needs.

The services accompanying the purchase of the Product include:

– Client interface.

– Software.

– Printability study.

If the Client wishes to obtain a “custom offer”, a commercial proposal shall be sent and a specific contract shall be entered into between the Client and the Seller or one of its representatives.

Details regarding prices and offer durations are available in the current year’s price list.

The Seller’s applicable price list is transmitted to the Client by email.

The Seller provides three commercial brochures — MXP, MPP and Constructimeter — freely downloadable via the links mentioned in the contractual documentation. In addition, a generic tri-fold leaflet is systematically included with any commercial communication or promotional shipment.

The Seller also offers training services to the Client and its staff to ensure optimal use of the Product:

– Level 1 training for the MaxiPrinter.

– Level 2 training for the MaxiPrinter.

– Level 1 training for the Mini Printer EDU and Mini Printer PRO XL.

Information contained in the Seller’s brochures and price lists is provided for indicative purposes only and may be revised at any time by the Seller.

Article 3 – Orders

3.1 Online and Email Quotation Requests

To place an order, the Client must complete the electronic form available on the Site, selecting the Product criteria according to its needs in order to obtain a quotation.

The Client must provide personal information, including a valid email address, and acknowledges that all exchanges with the Seller may take place via this address.

The Client will then be contacted by the Seller by email and/or by telephone if a phone number has been provided. The Seller shall issue a personalized quotation based on the selected criteria.

3.2 Other Ordering Methods

An Order may also result from an in-person meeting, materialized by the hand-delivery of a purchase order, contract or quotation, or by the sending, by postal or electronic mail, of any document containing the elements of the Order.

3.3 General Provisions and Order Confirmation

Orders shall only be deemed accepted and final after issuance of a commercial offer and express written confirmation of the Client’s Order by the Seller.

The Client must also validate the payment method and provide the necessary payment information.

The Seller reserves the right to suspend the Order in the event of non-payment, incorrect email address or any issue relating to the Client’s identity or personal information, until resolution.

The Seller’s IT records constitute proof of all transactions concluded with the Client.

The Seller shall issue the invoice no later than two (2) business days following order confirmation. The invoice may also be sent at any time upon simple request by the Client to the following email address: info@constructions-3d.com.

For any questions relating to the order, the Client may contact customer service using the following details:

- By email: info@constructions-3d.com

- By phone: +33 (0)3 74 01 03 75, Monday to Friday, from 8:00 a.m. to 6:00 p.m. (UTC+2, Paris time).

The Client has the opportunity to review the details of the Order, the total price, and to correct any potential errors before confirming acceptance, in accordance with Article 1127-2 of the French Civil Code. Such validation implies acceptance of all these General Terms and Conditions of Sale and constitutes proof of the sales contract.

Following order validation, the Seller shall send an order confirmation email summarizing all elements of the Order. The Client is advised to retain a copy of all digital records relating to the order and, where applicable, to the transaction.

3.4 Order Modification

Any order modifications requested by the Client shall be taken into account, within the limits of the Seller’s capabilities, only if they are notified in writing or by any other means and expressly accepted in writing by the Seller, within a maximum period of five (5) business days following the Client’s signature of the purchase order.

Any modification of the Order once accepted shall result in the execution of a specific amended purchase order, with a possible adjustment of the price.

3.5 No Right of Withdrawal

As a professional, the Client expressly waives any right of withdrawal.

Article 4 – Sale prices and payment terms

4.1 Sale prices

The prices indicated are expressed in euros and are net, exclusive of value-added tax (VAT), and, unless otherwise stated, exclude import and export duties, as well as any other taxes or charges, which shall be borne by the Client.

The prices in force and the applicable taxes relating to the services are indicated on the Website and communicated to the Client. The brochure and/or the commercial offer were provided to the Client prior to the Order.

Sale prices include, on a flat-rate basis, a Product packaging service as well as a training service provided by the Seller’s team upon delivery of the machine, in order to prevent any handling errors or damage related to unpacking.

The Seller reserves the right to modify its prices at any time by updating its information materials through any means of communication. Such new prices shall apply to Users and Clients after their publication.

Only the prices in force at the time the Order is placed shall apply, subject to the availability of the Product and services on that date.

Prices take into account the exchange rates applicable on the date of the Order, and any change in such rates shall be automatically reflected in the prices of the services set out in the brochure. If one or more taxes or contributions, in particular environmental taxes, are created or modified, whether increased or decreased, such changes may be passed on to the sale price.

The total amount of the Order is indicated prior to final validation of the purchase order. Validation of the purchase order constitutes receipt and final acceptance of the Order.

Unless otherwise agreed by both Parties, the price of the Product and the included services may not be renegotiated.

4.2 Payment Terms

Unless expressly agreed otherwise in writing, the payment process shall be as follows:

(i) a deposit equal to ten percent (10%) of the total Order amount shall be due upon placement of the Order in order to reserve a production slot;

(ii) an additional deposit equal to forty percent (40%) of the total Order amount shall be due to initiate production;

(iii) the remaining balance of fifty percent (50%) shall be paid in full prior to shipment of the goods.

Deposits paid shall be non-refundable in the event of cancellation of the Order by the Client, unless otherwise expressly agreed in writing by the Seller.

The balance of the price shall be payable in full, in cash, upon receipt of the invoice.

Payment of the Price shall be made by bank transfer.

The Seller may offer the Client the use of a third-party payment provider for settlement of the Order. In such case, the Client shall be redirected to the secure platform of the payment service provider and acknowledges having reviewed and accepted its general terms and conditions of use prior to any transaction. The payment service provider manages the financial transactions between the Client and the Seller. The Seller does not store the Client’s banking details at any time and shall not be held liable for any payment incident attributable to such provider or to any third party. Validation of the payment via the intermediary constitutes authorization to debit and the Client’s irrevocable acceptance of the Order.

The Seller also reserves the right to refuse any Order from a buyer who has not fully or partially paid a previous order or with whom a payment dispute is ongoing.

No discount shall be granted by the Seller for early payment or for payment made before the due date indicated on the invoice or within a shorter period than that provided for in these GTCS.

Unless expressly agreed otherwise in writing by C-3D, the Client waives any right of set-off between amounts it may owe to C-3D and any claims it may have against C-3D.

4.3 Late Payment Interest and Penalties

Any amount not paid by its due date shall automatically and without prior formal notice give rise to the application of late payment penalties calculated on the gross amount (including VAT) of the sums due, as from the day following the due date indicated on the invoice, at an annual rate of ten percent (10%), which shall in no event be less than three (3) times the statutory legal interest rate in force.

Pursuant to Article L.441-10 of the French Commercial Code, any late payment shall also give rise to the payment of a fixed indemnity for recovery costs in the amount of forty euros (€40). Where the recovery costs incurred exceed this amount, the Seller reserves the right to claim additional compensation upon presentation of supporting documentation, in particular for attorney’s fees, bailiff’s fees, litigation costs, and amicable or judicial recovery expenses.

In the event of late payment, all amounts owed by the Client shall become immediately due and payable, without prejudice to the Seller’s right to suspend performance of its obligations, to terminate the contract automatically at the Client’s fault, and to take any appropriate action for recovery or liability.

4.4 Alternative Financing Solutions

C-3D may, in partnership with its banking partners (in particular CIC / BPCE Mutualease and BPI), offer alternative financing solutions such as leasing or financial rental arrangements, subject to the acceptance of appropriate guarantees by the Client and by the relevant financial institutions.

4.5 Proof of Payment

In accordance with the provisions of French Law No. 2000-230 of March 13, 2000, the online provision of the Client’s bank card number and the final validation of the Order shall constitute proof of the Client’s consent, of the amounts due under the purchase order, and of the express signature and acceptance of all transactions carried out.

Communications, Orders and payments exchanged between the Client and the Seller may be proven by means of computerized records stored in the Seller’s information systems under reasonable security conditions.

Purchase orders and invoices are archived on a reliable and durable medium, considered in particular as a means of proof within the meaning of Article 1360 of the French Civil Code, for a maximum period of forty-eight (48) months from the date of the transaction, after which any potential tax audits may no longer be carried out by the competent public authorities.

The Seller’s computerized records shall be considered by the Parties as proof of the communications, Orders, payments and transactions carried out between them.

4.6 Penalty Clause

In the event of total or partial non-payment of an invoice by its due date, and without prejudice to the late payment interest provided for in Article 4.2, the Client shall be liable to pay an additional fixed indemnity by way of penalty clause, equal to ten percent (10%) of the gross amount (including VAT) of the unpaid sum, with a minimum of one hundred fifty euros (€150).

Such indemnity shall be due automatically and by operation of law, without prior formal notice, as from the day following the missed due date.

The Seller further reserves the right to suspend any ongoing delivery or service until full payment has been regularized.

Article 5 – Commitments of the Parties and Product Warranties

5.1 Commitments of the Parties

The Seller undertakes to:

- perform these provisions in good faith

- manufacture the Product and deliver the Order in accordance with the terms of the GTCS and the offer selected by the Client, within the agreed timeframes.

The Client undertakes to:

- pay the amounts due under the Order;

- perform these provisions in good faith

- provide the Seller with accurate and truthful information necessary for the proper performance of the services rendered by the Seller.

5.2 Warranties

Products in the MXP range benefit from a manufacturer’s warranty for a period of one (1) year, covering parts and labor, starting from the date of actual receipt of the Product by the Client. This warranty applies provided that unpacking and commissioning of the equipment have been carried out by the Seller’s technical team, in accordance with the defined internal procedures.

In the event that unpacking and/or commissioning are performed by a third party or by the Client itself, the warranty shall not apply, unless a prior written waiver has been expressly granted by the Seller.

The warranty exclusively covers manufacturing or operational defects attributable to the Product when used under normal conditions and in compliance with the Seller’s specifications.

The warranty shall not apply:

- in the event of misuse, negligence, impact, drop, electrical surge, or failure to comply with installation and maintenance instructions.

- if the Product has been modified or repaired by a third party not authorized by the Seller or the manufacturer.

- to consumables, accessories or wear parts.

Any request for warranty service must be submitted by the Client via the dedicated after-sales service (SAV) channel, access to which is provided upon delivery.

The user manual and technical documentation are made available through the same after-sales service platform, which remains accessible to the Client at all times.

The Seller undertakes to diagnose the reported defect and, as applicable, to provide:

- repair of the Product.

- replacement with an equivalent Product.

- Or if no technical solution is possible, a credit note corresponding to the value of the Product.

The Client may subscribe to a warranty extension:

- either at the time of purchase, at a preferential rate.

- Or, prior to expiration of the first year of the standard warranty.

The terms and prices applicable to such extension are set out in the commercial documentation and price lists in force on the date of subscription.

Warranty conditions are detailed in the brochure, on a product-by-product basis.

5.3 Limitation of Liability

The contractual warranty constitutes the Seller’s sole obligation with respect to defects affecting the Products.

Under no circumstances shall the Seller’s liability exceed repair or replacement of the Product acknowledged as defective, nor shall it give rise to compensation for loss of business, loss of data, or any indirect damages.

No physical on-site intervention at the Client’s premises may be required by the Client for any reason other than those expressly provided for in the Contract at the time of the Order. Any intervention by the Seller, its teams, or any of its partners under warranty shall be subject to invoicing.

5.4 Product Recall Procedure

C-3D reserves the right to initiate a recall if the delivered Products do not meet applicable requirements.

In such event, the Client must immediately and at all times comply with C-3D’s instructions relating to the Product recall. The Client is not authorized to make any statements regarding potential defects without C-3D’s prior written consent.

Upon discovery of a defect in the Products, the Client shall take all necessary measures to prevent, or if not possible, to limit damages, including, where applicable, recalling the Products.

As soon as the Client intends to initiate a recall, it must immediately inform C-3D. C-3D shall provide the assistance and support that the Client may reasonably expect for this purpose.

C-3D shall not be liable for any costs, losses or damages incurred by the Client in connection with a Product recall, including fines, where such damage is caused by a failure attributable to the Client. For the purposes hereof, a “fault attributable to the Client” includes, in particular, failure to comply with C-3D’s instructions regarding the Product recall procedure.

The Client shall indemnify C-3D for all direct costs, losses and damages, including fines imposed by (local) governmental authorities, incurred by C-3D as a direct or indirect result of the Client’s failure to comply with any of the above instructions or with any (legal) obligation relating to the recall of the Products.

5.5 Regulatory Compliance and Applicable Standards

The Products manufactured and marketed by the Seller are designed, manufactured and inspected in compliance with the European standards and regulations in force at the time they are placed on the market, in particular those applicable within the European Union relating to safety, quality and technical conformity.

Where delivery of the Products takes place outside the territory of the European Union, it is the sole responsibility of the Client to verify, prior to placing the Order, the compliance of the Products with the local standards, regulations or requirements in force in the destination country, and to carry out any administrative, customs or certification procedures that may be required. The Seller may assist the Client with such procedures.

Accordingly, the Seller shall not be held liable for any failure to comply with the standards, regulations or technical conditions applicable in the country of delivery or use of the Products. Placement of the Products on the market outside the European Union is carried out under the sole responsibility of the Client.

All costs, taxes, duties or formalities resulting from the adaptation of the Products to the legislation of the destination country shall be borne exclusively by the Client, unless otherwise agreed in writing by the Seller.

5.7 WEEE (Waste Electrical and Electronic Equipment) Treatment

The Printers constitute professional electrical and electronic equipment. In accordance with regulations governing WEEE (Decree No. 2005-829 of July 20, 2005, as amended), the Client shall, unless otherwise agreed in writing, be responsible for financing and organizing the collection and treatment of waste arising from the supplied equipment.

At C-3D’s request, the Client shall provide documentary evidence of regulatory-compliant treatment. Failing this, the Client shall be deemed responsible for the consequences of any environmental non-compliance.

Article 6 – Return Conditions, Delivery and Transfer of Risk

6.1 Return Conditions

Unless otherwise agreed in writing, Products shall neither be returned nor exchanged.

6.2 Delivery and Transfer of Risk

Unless expressly agreed otherwise, deliveries shall be made under Incoterm® DAP (Delivered At Place – delivered to the agreed place of destination), in accordance with Incoterms® 2020 rules of the International Chamber of Commerce (ICC).

The Seller shall be responsible for the full coordination of transport to the delivery location agreed with the Client.

The Client shall provide all logistical information necessary for proper delivery (site accessibility, time constraints, specific authorizations, etc.) in due time to allow the Seller to organize transport under optimal conditions.

In accordance with Incoterm® DAP, the risks relating to the Product shall be transferred to the Client when the goods are made available at the agreed delivery location, ready for unloading.

Any damage or loss occurring after this moment shall be borne by the Client.

Delivery times are provided for indicative purposes only.

Any delay shall under no circumstances justify cancellation of the Order or give rise to any compensation, unless otherwise expressly agreed in writing by the Seller.

Any modification of the Order, of the destination, or of the access conditions to the delivery site may result in rescheduling and additional invoicing of supplementary costs (crane, handling, temporary storage, etc.).

Upon receipt, the Client shall carry out all customary inspections (quantity, conformity, apparent condition of the Products) and immediately notify any reservations to the carrier and to the Seller, in accordance with Article L.133-3 of the French Commercial Code. In the absence of any reservations notified within two (2) business days following actual receipt of the Product, the Product shall be deemed compliant and accepted.

Failing any reservations made within the applicable time limits, the Products shall be deemed delivered in conformity and accepted.

The Seller takes out, for its own account, insurance covering transport-related risks up to the DAP delivery location. At the time of Order validation, the Seller offers the Client the option to insure the Product under an “ad valorem” insurance policy, covering the actual value of the shipped goods.

Such insurance must be subscribed at the time of Order validation and shall be subject to additional invoicing, calculated as a percentage of the declared value.

The Seller shall decline all liability for damage, loss or deterioration not covered by standard insurance where the Client has not subscribed to the ad valorem insurance.

Any request for additional insurance (increased value, specific guarantees) must be expressly made by the Client and shall be subject to a separate quotation.

Article 7 – Retention of Title Clause

Notwithstanding any provision to the contrary, the Products sold by the Seller shall remain its property until full payment of the total Contract price by the Client. These provisions shall not prevent the transfer to the Client, upon delivery, of the risks of loss and deterioration of the sold Products, as well as any damage they may cause.

The Client undertakes to take out appropriate insurance for the benefit of the Seller covering said Products against risks of loss or deterioration due to fortuitous events or otherwise until full transfer of ownership, and to provide evidence thereof to the Seller upon first request.

In the event that the Client resells a Product subject to retention of title, the Client irrevocably assigns to the Seller the receivable arising from such resale, together with all related rights. Upon the Seller’s request, the Client shall promptly provide the full contact details of the sub-purchaser.

The Client undertakes to immediately inform the Seller of any third-party action relating to the Product sold under retention of title, in particular in the event of any attempted seizure.

If the Client is subject to judicial reorganization, liquidation, or any other insolvency or bankruptcy proceeding (under any denomination in its country), the Seller reserves the right to claim, within the framework of such collective proceedings, the unpaid Product, in accordance with applicable legal and/or regulatory provisions.

Article 8 – Software Use

8.1 License of Use

The Software is granted to the Client under a non-exclusive, non-transferable license of use, limited to the Client’s internal needs and relating to the Product sold and referred to in Article 2 of these GTCS. This license is granted solely for the operation and use of the Printer sold by C-3D.

The license is inherent to the Product supplied by C-3D. Its purpose is to define the conditions under which the Seller authorizes the Client to access, use and operate its software and the associated level of support. It ensures usage rights while protecting the intellectual property of the Provider.

8.2 Restrictions

The Client expressly undertakes not to:

- copy, reproduce, translate, adapt, decompile, disassemble or modify the Software, except as expressly permitted by law.

- assign, lend, rent, sublicense or make the Software available to third parties, whether free of charge or for consideration, without C-3D’s prior written consent.

- use the Software for purposes other than those provided for in connection with operation of the Printer.

8.3 Updates and Maintenance

C-3D may offer corrective or evolutionary updates to the Software. Such updates shall be made available to the Client under the conditions defined by the Seller.

The Client undertakes to regularly install the updates provided in order to ensure proper operation and security of the Software.

8.4 Software Intellectual Property

The Software remains the exclusive property of the Company or its successors in title. This license does not entail any transfer of intellectual property rights to the Client.

8.5 Liability for Software Use

The Client is solely responsible for its use of the Software. The Company shall not be held liable for any damage resulting from use that is not compliant with these conditions, incorrect installation, or failure to update the Software.

Article 9 – Termination Clause

In the event of a breach by either Party of one of its essential obligations under the Contract, and in particular in the event of failure by the Client to make payment by the agreed due dates, the Contract may be terminated as of right by the other Party thirty (30) days after a formal notice to perform has been sent and has remained without effect.

Such termination shall occur without prejudice to any damages that may be claimed.

In the event of termination of the Contract due to the Client’s fault, any deposits already paid shall remain the property of the Seller, without prejudice to any action for compensation for the loss suffered.

Cancellation or Rescheduling of Training and Demonstrations

Any request to cancel or reschedule a training session or demonstration, whether conducted at the client’s premises or at the seller’s facilities, must be submitted in writing at least 15 business days prior to the scheduled date.

After this period, no cancellation or modification may be made without charge.

Article 10 – Intellectual Property

The Seller is the exclusive holder of all intellectual property rights relating to the design and manufacture of the Product. The sale of the Products by the Seller does not confer upon the Client any rights to the patents, trademarks, or any other industrial or intellectual property rights owned by the Seller.

Upon validation of the Order, the Client shall be granted access to a client area containing all documentation via a personal Drive folder made available to the Client, access to which shall be provided upon delivery of the Product.

Within this framework, the Client is not authorized to use or reproduce any trademarks or trade names where such use could constitute an infringement of the rights of their respective owners.

Article 11 – Personal Data Protection and Confidentiality

11.1 Personal Data

In the context of a quotation request and/or performance of the Contract, the Seller may be required to collect and process personal data relating to the Client and/or its employees (for example: professional contact details, software login credentials, and information required for training and installation).

Such data is processed in accordance with Regulation (EU) 2016/679 of April 27, 2016 (the “GDPR”) and applicable national legislation, exclusively for the following purposes: order management, delivery of the Products, provision of associated services (training, installation, software assistance), invoicing, and management of the contractual relationship.

The data is retained only for the period strictly necessary for these purposes and is accessible solely to authorized C-3D personnel or to its technical service providers involved in performance of the Contract.

The Client has the right of access, rectification, erasure, restriction, portability, and objection, which may be exercised by sending a written request to the Data Protection Officer (Mr. Antoine Motte) at the following address: info@constructions-3d.com.

The Client remains solely responsible for the compliance and legality of the personal data it communicates to the Seller in the context of the quotation request and/or performance of the Contract, and guarantees that the individuals concerned have been informed of the use of their data by the Company.

11.2 Confidentiality

Each Party undertakes to treat as strictly confidential all information, documents, data, processes, know-how, and materials of any kind communicated by the other Party in connection with the Contract, whether or not protected by intellectual property rights, except for information that:

- was already known to the receiving Party prior to its disclosure.

- has entered the public domain other than through breach of this clause.

- has been lawfully obtained from a third party authorized to disclose it.

The Parties undertake not to use, disclose, or communicate, directly or indirectly, any confidential information to third parties without the prior written consent of the other Party, except where required by law or regulation.

The confidentiality obligation shall survive for a period of three (3) years from termination of the Contract, for any reason whatsoever.

Article 12 – Subcontracting

The Seller reserves the right to subcontract all or part of the manufacture of the Products or the performance of the services to one or more subcontractors, which the Client expressly acknowledges and accepts.

Such subcontracting may include, in particular, the manufacture or assembly of certain Products or components, packaging operations, logistics or transport, as well as, where applicable, certain technical services (installation, maintenance, calibration, etc.) performed on behalf of the Seller.

The Seller undertakes to select subcontractors possessing the technical skills, reliability and compliance guarantees required for the proper performance of the subcontracted services.

Subcontractors shall be subject to the same confidentiality, quality and compliance obligations as the Seller vis-à-vis the Client.

Article 13 – Force Majeure

The Seller shall not be held liable if the non-performance or delay in the performance of any of its obligations under these GTCS results from a force majeure event as defined in Article 1218 of the French Civil Code or from a fortuitous event as defined by law or case law. Such events include, without limitation, war, riots, insurrection, civil unrest, strikes of any kind, acts of terrorism, epidemics, transport interruptions or delays (including those affecting the Seller and its subcontractors), labor disputes, etc.

The occurrence of a force majeure event shall result in the immediate suspension of performance of the Contract.

The Party invoking force majeure shall inform the other Party in writing as soon as it becomes aware of the event, specifying its nature, foreseeable scope and estimated consequences. During the suspension period, the Parties undertake to consult in good faith in order to consider appropriate measures to allow, insofar as possible, continuation or adaptation of the Contract.

If the force majeure event continues for more than sixty (60) days, the Contract may be terminated at the initiative of either Party, without entitlement to compensation for either Party.

Article 14 – General Provisions

14.1 Severability

If any provision of these GTCS is held to be null and void as a result of a change in legislation or regulation or a court decision, such invalidity shall not affect the validity or enforceability of the remaining provisions.

14.2 Waiver

The fact that the Seller does not rely, at a given time, on any provision of these GTCS shall not be interpreted as a waiver of its right to rely on it at a later date, in particular the failure to claim late payment.

The waiver of any provision of these GTCS may not, in any event, be implied, and performance of the Contract by the Seller shall automatically and irrevocably entail application of these GTCS, unless expressly agreed otherwise in writing by the Parties.

Article 15 – Governing Law, Dispute Resolution and Jurisdiction

15.1 Language and Governing Law

These GTCS and the transactions 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 version shall prevail in the event of a dispute and shall take precedence over any other version or translation. In the event of any discrepancy in interpretation between the French version and a translated version, the French version shall prevail.

Any translation is provided for informational purposes only and shall have no contractual value.

15.2 Amicable Resolution and Mediation

For any dispute or divergence of interpretation relating to the application or performance of these GTCS, the Parties agree to appoint a mediator by mutual agreement.

If, after a period of eight (8) days, the Parties fail to agree on the choice of mediator, the mediator shall be appointed by the President of the Lille Métropole Commercial Court, acting in summary proceedings or upon petition, at the request of the most diligent Party.

The mediator shall meet with the Parties, make any useful findings, and inform them of the consequences of their respective positions. Within three (3) days, the mediator shall propose elements of a solution intended to resolve the dispute while safeguarding the legitimate interests of the Parties.

Such proposal shall be neither binding nor enforceable.

During the mediation process, limitation periods shall be suspended; accordingly, after fifteen (15) days, the mediation attempt shall be deemed completed.

Pursuant to Article 1531 of the French Code of Civil Procedure, the mediator is subject to an obligation of confidentiality.

The costs and fees of the mediator shall be shared equally between the Parties.

15.3 Jurisdiction

Any dispute remaining between the Parties relating to the validity, interpretation, performance, termination or consequences of these GTCS and the agreements arising therefrom shall fall within the exclusive jurisdiction of the Commercial Court of Lille Métropole, which is expressly accepted by the Client.

Version dated January 14, 2026