GENERAL TERMS AND CONDITIONS OF SALE BETWEEN PROFESSIONALS

CONSTRUCTIONS-3D

Preamble

CONSTRUCTIONS-3D is a simplified joint-stock company (SAS) with a share capital of €9,500, registered with the Lille Métropole Trade and Companies Register under number 831687009. 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

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

Its individual intra-Community VAT identification number is: FR73831687009.

This company is the publisher of the website Constructions-3D | Imprimantes 3D béton, whose publication director is Mr. Axel THERY

The site 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 subject to these General Terms and Conditions of Sale which are always freely available online on the website and are expressly referred to when registering for a personal account or in the commercial proposal.

If a User proceeds with a purchase and thereby becomes a Customer of CONSTRUCTIONS-3D, they shall be subject to these General Terms and Conditions of Sale and shall be informed thereof, by means of a clear message, prior to the payment of the order.

The Customer acknowledges having received all advice and information necessary to ensure that the offer is suited to its needs.

Definition

For the purpose of these General Terms and Conditions, the following terms shall have the definitions set out below:

Customer: means any natural person (being an adult with legal capacity) or legal entity who, when placing an order, acts exclusively within the scope of and on behalf of its professional, commercial, craft or liberal activity.

Order: means any purchase order relating to products or services offered by the Seller, accepted by the latter, formalized through any contractual document (purchase order, signed quote, online validation, or any equivalent medium), and specifying the nature, quantity, price and terms of supply of the said products or services.

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

General Terms and Conditions of Sale or “GTCS”: means general terms and conditions of sale set out in this document.

Constructions-3D or “C-3D”: means the Seller, or the company Constructions-3D referred to in the preamble.

Contract: means the contractual framework formed by these GTCS, any specific terms and conditions that may be agreed between the Parties, the quote, the Order, or any other commercial document accepted in writing by the Seller, all of which governs the sale of the Products (in particular 3D printers and accessories) and the provision of related Services (such as demonstration, training, installation, software assistance and maintenance). In the event of any inconsistency, the specific terms and conditions and/or the accepted quote shall prevail over these GTCS.

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

Printer: means the machine designed for the deposition of 3D materials beads and manufactured by Constructions-3D.

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

Party or Parties: means individually either Constructions-3D or the Customer, or collectively both.

Product or Products: means the goods ordered by the Customer and sold by the Seller.

Website: CONSTRUCTIONS-3D publishes a website accessible at the following URL address: Constructions-3D | Imprimantes 3D béton, or indirectly via any URL address of a website operated by the company.

User: means any Customer who uses the Website by browsing it, who has created a personal account thereon and who has accepted the general terms of use of the Website.

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

Article 1 – Object

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 Seller and its Customers, who may request them via the Seller’s website, by direct contact or by paper-based means.

Their purpose is to define the conditions under which C-3D supplies Customers with the ordered Product and the related services. In particular, they set out the ordering procedures, pricing, payment and delivery terms, as well as the ancillary services offered.

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

They apply, without restriction or reservation, to all Products sold and related services provided by the Seller to Customers wishing to acquire the Products defined in Article 2, in the absence of any specific written agreement concluded between the Parties, in whatever form (e.g. invoice, signed quote, sales agreement, service agreement, etc.).

These GTCS define the respective contractual rights and obligations of the Seller and its Customer.

Any order for Products and related services placed by the Customer implies acceptance of these General Terms and Conditions of Sale.

The fact that the Seller does not invoke or enforce any clause set out herein for its benefit shall not be construed as a waiver of its right to rely thereon at a later date. In the event of any uncertainty regarding any provision, reference shall be made to the provisions of the French Commercial Code.

The Seller reserves the right to amend these GTCS as necessary in order to reflect changes made to its services, developments in applicable legislation, or any other legitimate reason. Such amendments shall become applicable as from the date on which they are published online.

By way of exception, where a subscription is entered into by a consumer, the practices applicable in the distance selling sector and the provisions of the French Consumer Code shall apply.

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

Article 2 – Products, Associated services and training

2.1 Range of Products offered by C-3D

C-3D designs, manufactures and markets two ranges of concrete 3D printers: the MiniPrinter range and the MaxiPrinter range.

The 3D Printers are intended for professional users and enable concrete printing through an intuitive user interface and dedicated software. The printers are also equipped with numerous safety features allowing appropriate and secure use of the equipment.

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

In addition to the Printers, C-3D designs, manufactures and markets equipment and instruments such as: a water control system / Aqua Control Unit (A.C.U.), an automated measurement tool, a Constructimeter, and a mixer. This list may evolve over time.

2.2 Nature of the services associated with the Product

The services provided either free of charge or for a fee are exhaustively listed in the brochure or in any other equivalent written document, at the Seller’s discretion, made available to the Customer prior to placing an order (or through the online shop in the case of electronic orders).

The Customer is invited to refer to the brochure or other materials provided in order to review the essential characteristics of the services before any purchase or order.

The Seller offers several distinct services, which may be combined depending on the Customer’s actual needs.

The services accompanying the purchase of the Product include the following:

- Customer Interface

- Software

- Printability study

If the Customer wishes to obtain a “customized offer”, a commercial proposal will be sent to them, and a specific agreement will be entered into between the Customer and the Seller or one of its representatives.

Details relating to pricing and the duration of the offers are available in the “price list” document for the current year.

The Seller’s current price list is sent to the Customer by email.

The Seller provides its Customers with three commercial brochures, MXP, MPP and Constructimeter, which can be freely downloaded via the links mentioned in the contractual documentation. In addition, a generic three panel leaflet is systematically enclosed with any commercial communication or shipment of promotional material.

2.3 Demonstrations and Training

The Seller offers training sessions to the Customer and its staff in order to ensure optimal and safe use of the Product. During these training sessions, the Seller shall provide a demonstration of how the Product is used.

For certain Products, such training is a prerequisite for the installation and use of the Product under the conditions recommended by the Seller.

The Seller offers three levels of training depending on the Product purchased by the Customer:

• Level 1 training for the MaxiPrinter

• Level 2 training for the MaxiPrinter

• Level 1 training for machines from the MiniPrinter range

The Customer undertakes to ensure that all members of its staff who are required to use the Product complete all training sessions recommended or required by the Seller. Where the training program includes several levels, the Customer shall ensure that the persons attending the successive levels have the required prior level of knowledge. Unless otherwise agreed in writing by the Seller, it is mandatory that the same members of staff complete the entire training program corresponding to the Product concerned.

The information contained in the Seller’s brochures and price lists is provided for information purposes only and may be amended at any time by the Seller. The Seller reserves the right to make any changes it deems useful.

Article 3 – Orders

3.1. Online and email quote requests

To place an order, the Customer must complete and select the various Product criteria according to its needs in order to obtain a quote by filling in the electronic form available on the Website.

The Customer must provide personal information in order to be contacted, including a valid email address, and acknowledges under these GTCS that all communications with the Seller may take place via this email address.

The Customer will then be contacted by the Seller by return email and/or by phone if a telephone number has been provided by the Customer. The Seller shall send the Customer a personalized quote based on the criteria of the Product or Products selected and requested by the Customer.

3.2. Other methods

Orders may also be placed during in-person meetings, finalized by the physical delivery of a purchase order, contract, or quote. Alternatively, orders may be placed by sending any document containing the order details via postal mail or email.

3.3 General provisions and order confirmation

Orders are only considered accepted and finalized once a formal commercial proposal has been issued and the Seller has provided express written confirmation of the Customer's Order.

The Customer must also select a payment method and provide all necessary payment information (bank transfer, alternative payment solutions, loans, etc.).

The Seller reserves the right to suspend the Customer's order in the event of payment failure, incorrect email address, or any other issue regarding the Customer's identity or personal information, until the issue is resolved.

Data recorded in the Seller's IT system shall serve as definitive evidence of all transactions concluded with the Customer.

C-3D will issue an invoice for each sale and/or service performed, in accordance with applicable laws and regulations.

Invoices may also be sent at any time upon request once the final balance has been received. Customers may request their invoice by emailing: info@constructions-3d.com

Invoices will be transmitted in compliance with electronic invoicing regulations, specifically through C-3D’s digital platform or any other legally required authorized platform.

For any questions regarding an order, the Customer may contact Customer Service:

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

- By phone: :+33 (0)3 74 01 03 75 (Monday to Friday, 8:00 AM to 6:00 PM, UTC+2 Paris Time)

In accordance with Article 1127-2 of the French Civil Code, the Customer may review their Order details and total price, and correct any errors before final acceptance. This validation implies full acceptance of these Terms and Conditions and constitutes evidence of the Sales Contract.

Once the order is validated, the Seller shall send a confirmation email summarizing all order details. The Customer is advised to keep a copy of all digital records related to the order and the transaction.

3.4 Order modification

Any request for order modifications by the Customer will be considered at the Seller's discretion and subject to feasibility. Such requests must be notified in writing and require the Seller's express written acceptance. Modifications must be requested within a maximum of five (5) business days after the Customer signs the initial purchase order.

Once a modification is accepted, a specific amended purchase order will be signed, which may include a price adjustment.

3.5 Training modification

Training services associated with the delivery of machinery are scheduled by mutual agreement between the Parties. Training sessions can only be scheduled after a minimum period of two (2) full weeks following the receipt of full payment for said service.

Any request to modify or reschedule a training session must be submitted in writing by the Customer at least two (2) full weeks before the originally scheduled date.

If this notice period is not met, the training session will be considered final due to C-3D’s organizational requirements and incurred costs. No rescheduling will be permitted, and no refunds will be issued.

In the event of a late modification or cancellation request, all costs already incurred by C-3D or its subcontractors (including transport, accommodation, and logistics), which are non-cancelable and non-refundable, shall remain the sole responsibility of the Customer, in addition to the full payment for the service.

3.6 Absence of right of withdrawal

As the Customer is a professional entity, no right of withdrawal shall apply under any circumstances.

Article 4 – Sale price and payment terms

4.1 Sale price

Prices are expressed in Euros and are net of value added tax. Unless otherwise stated, they exclude import/export duties, as well as any other taxes or charges, which remain the sole responsibility of the Customer.

Current prices and service taxes are listed on the Site and provided to the Customer. The brochure and/or commercial proposal was provided to the Customer prior to the Order.

The sale price includes a flat fee for product packaging and a training session provided by the Seller's team upon delivery to prevent handling errors or damage during unpacking.

The Seller reserves the right to modify prices at any time via any communication channel. New prices apply to Users and Customers only after their publication.

The applicable rates are those in effect at the time of the Order, subject to product and service availability.

Prices account for exchange rates applicable on the date of the Order, any rate fluctuations will be automatically reflected in the brochure's service prices. Any new or modified taxes or contributions, in particular environmental taxes, will also be reflected in the sale price.

The total Order amount is displayed before final validation. Validation of the purchase order constitutes final receipt and acceptance of the Order.

Unless agreed upon by both Parties, prices for Products and included services are non-negotiable.

4.2 Payment terms

Unless expressly agreed otherwise in writing, the payment schedule is as follows:

(i) a 10% deposit of the total order amount is due upon placing the Order to reserve a production slot;

(ii) an additional 40% deposit of the total order amount is due to initiate production;

(iii) the remaining 50% balance must be paid in full prior to shipment.

Deposits are non-refundable in the event of an order cancellation by the Customer, unless expressly agreed otherwise in writing by the Seller.

The remaining balance is payable in full upon receipt of the invoice.

Payment must be made via bank transfer.

The Seller may offer the Customer a third-party payment intermediary to settle the Order. In such cases, the Customer is redirected to the Payment Provider's secure platform. The Customer acknowledges having reviewed and accepted the provider's general terms of use prior to any transaction. The Payment Provider manages all financial transactions between the Customer and the Seller. The Seller shall not, at any time, store the Customer’s banking data and cannot be held liable for any payment incident attributable to said provider or a third party. Payment validation via this intermediary constitutes authorization for the debit and the Customer’s irrevocable acceptance of the Order.

The Seller also reserves the right to refuse an order from a buyer who has not fully or partially settled a previous order, or with whom a payment dispute is currently ongoing.

No discount will be granted by the Seller for payments made before the date shown on the invoice or within a period shorter than that mentioned in these General Terms and Conditions.

Unless expressly agreed upon in writing by C-3D, the Customer waives the right to claim any set-off between sums owed to C-3D and any claims the Customer may hold against the Seller.

4.3 Late payment interest and penalties

Any sum not paid by the due date indicated on the invoice shall, automatically and without prior formal notice, incur late payment penalties calculated on the total amount including taxes of the sums due.

These penalties shall be calculated based on an annual rate of twelve percent (12%), provided that this rate shall not be less than three (3) times the legal interest rate in effect on the due date. Penalties shall accrue from the day following the payment date shown on the invoice until full payment of all sums due is received.

In accordance with the provisions of Article L.441-10 of the French Commercial Code, any late payment shall also result, automatically and without prior notification, in the payment of a fixed indemnity for recovery costs in the amount of forty euros (€40) per unpaid invoice. Should the recovery costs incurred exceed this amount, the Seller reserves the right to seek additional compensation upon presentation of supporting documentation.

In the event of late payment, the Seller further reserves the right to:

- suspend the performance of its obligations, including the delivery of current orders;

- refuse any new orders or require immediate cash payment in advance;

- terminate the contract automatically, at the exclusive fault of the Customer, following a simple written notification that has remained without effect;

- demand immediate payment of all sums due, including those not yet matured.

Unpaid sums may accrue interest under the conditions set forth in Article 1343-2 of the French Civil Code.

The Customer shall bear all costs incurred by the Seller for the recovery of sums due, including legal fees, bailiff fees, as well as all costs related to litigation or amicable recovery procedures.

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 equipment financing, subject to the acceptance of appropriate guarantees by the Customer and the financial institutions concerned.

4.5 Evidence of payment

In accordance with the provisions of Law No. 2000-230 of March 13, 2000, the online provision of the Customer's bank card number and the final validation of the order shall constitute proof of the Customer's agreement, the enforceability of the sums due under the purchase order, and the signature and express acceptance of all transactions carried out.

Communications, orders, and payments between the Customer and the Seller may be proven using computerized records maintained in the Seller's IT systems under reasonable security conditions.

Purchase orders and invoices are archived on a reliable and durable medium considered, notably, as a means of proof pursuant to Article 1360 of the Civil Code, for a maximum period of forty-eight (48) months from the date of the transaction, after which potential tax audits can no longer be carried out by the competent public administrations.

The Seller's computerized records shall be considered by the Parties as proof of the communications, orders, payments, and transactions occurring between them.

4.6 Penalty clause

In the event of total or partial non-payment of an invoice by the due date, and without prejudice to the late interest provided for in Article 4.2, the Customer shall be liable for an additional flat-rate indemnity as a penalty clause, equal to 10% of the total amount including taxes of the unpaid sum, with a minimum of 150 euros.

This indemnity is due automatically, without prior formal notice, starting the day after the missed deadline.

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

Article 5 – Obligations of the Parties and Product Warranties

5.1 Obligations of the Parties

The Seller agrees to:

- Perform these provisions in good faith;

- manufacture the Product and deliver the Order in compliance with the terms of these General Terms and Conditions;

- and the offer selected by the Customer, within the established deadlines.

The Customer agrees to:

- pay all sums due in connection with the Order;

- perform these provisions in good faith;

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

5.2 Warranties

Eligible Products 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 Customer. This warranty applies provided that the unpacking and initial startup of the equipment have been performed by the Seller's technical team, in accordance with defined internal procedures.

In the event that unpacking and/or commissioning is carried out by a third party or by the Customer themselves, the warranty shall not apply, unless prior written authorization is granted by the Seller.

The warranty exclusively covers manufacturing or operational defects attributable to the product under conditions of normal use and in compliance with the Seller's specifications.

The warranty does not apply:

- in the event of misuse, negligence, impact, dropping, electrical surges, or failure to follow 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 (under these General Terms and Conditions, wear parts are defined as components whose deterioration is normal given their nature, function, and typical use).

Any request for service under the warranty must be submitted by the Customer via the dedicated after-sales service channel, the access details for which are provided upon delivery.

The user manual and technical documentation are made available on this same after-sales service platform, accessible to the Customer at any time.

The Seller agrees to diagnose the reported defect and shall, as appropriate:

- repair the product;

- replace it with an equivalent product;

- or, if no technical solution is possible, issue a credit note corresponding to the value of the product.

The Customer has the option to purchase an extended warranty:

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

- or before the expiration of the initial one-year standard warranty.

The terms and rates applicable to this extension are set forth in the commercial documents and price lists in effect on the date of subscription.

Specific warranty conditions are provided within the brochure on a product-by-product basis.

5.3 Limitation of liability

The contractual warranty constitutes the Seller's sole obligation regarding product defects.

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

The Customer may not require any on-site intervention beyond those expressly provided for under the Contract. Any intervention by the Seller, its teams, or one of its partners under the warranty shall be subject to invoicing.

The Seller shall not be held liable for the consequences of improper, incomplete, or non-optimal use of the Product when such a situation results, in whole or in part, from:

- failure to attend proposed or mandatory training sessions;

- partial or incomplete attendance of said sessions;

- failure to comply with the order or content of the training program;

- the Customer's designation of different personnel between training levels or services without ensuring they possess the required prior level, or any change in personnel occurring without the new users of the Product having previously completed the required training.

In these instances, the Customer acknowledges that the Seller guarantees neither the optimal use of the Product, nor the achievement of expected performance, nor the absence of handling errors attributable to training that was not followed, incompletely followed, or insufficiently relayed internally by the Customer.

5.4 Product recall procedure

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

In such an event, the Customer must immediately follow C-3D’s instructions regarding the Product recall. The Customer is not authorized to make any statements concerning potential defects without C-3D’s prior written authorization.

Upon discovery of a Product defect, the Customer is required to use reasonable efforts to prevent or, if prevention is not possible, to mitigate damages, including, if necessary, the recall of the Products.

As soon as the Customer intends to recall the Products, it must immediately inform C-3D. For this purpose, C-3D will provide the assistance and service that the Customer may reasonably expect from C-3D.

C-3D is not liable for the Customer's costs, losses, or damages, including fines, in the event of a Product recall, if the damage is caused by a failure attributable to the Customer. In any event, "culpable failure of the Customer" shall include the failure to follow instructions provided by C-3D regarding the Product recall procedure.

The Customer shall indemnify C-3D for all direct costs, losses, and damages, including fines imposed by (local) governments, incurred by C-3D as a direct or indirect result of the Customer's failure to comply with any of the above instructions or as a result of the Customer's failure to meet any legal obligation regarding Product recalls.

5.5 Regulatory compliance and applicable standards

The Products manufactured and marketed by the Seller are designed, manufactured, and inspected in accordance with European standards and regulations in effect at the time of their market release, specifically those applicable within the European Union regarding safety, quality, and technical compliance.

When Product delivery occurs outside the European Union, it is the sole responsibility of the Customer to verify, prior to the Order, the compliance of the Products with local standards, regulations, or requirements in the country of destination, and to complete any required administrative, customs, or certification procedures. The Seller may assist the Customer with these steps.

Consequently, the Seller shall not be held liable for any failure to comply with standards, regulations, or technical conditions applicable in the country of delivery or use of the Products. The marketing of the products outside the European Union is carried out under the Customer's sole responsibility.

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

5.6 WEEE Management (Waste Electrical and Electronic Equipment)

The Printers are professional electrical and electronic equipment. In accordance with WEEE regulations (Decree No. 2005-829 of July 20, 2005, as amended), the Customer shall, unless otherwise agreed in writing, ensure the financing and organization of the collection and treatment of waste originating from the supplied equipment.

Upon request by C-3D, the Customer must provide proof of regulatory waste treatment. Failing this, the Customer shall be held 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 may not be returned or exchanged.

6.2. Delivery and transfer of risk

Deliveries are carried out according to the Incoterm agreed upon between the Parties, either:

• EXW (Ex Works – at the factory), or

• DAP (Delivered At Place – delivered at the agreed place of destination),

in accordance with the Incoterms® 2020 rules of the International Chamber of Commerce (ICC).

 EXW delivery:

When delivery is performed under the EXW Incoterm:

- The goods are made available to the Customer at C-3D’s premises or those of one of its subcontractors, ready for collection.

- The Customer assumes all costs and risks associated with transport, including loading, main carriage, export and import customs clearance, and on-site handling.

- C-3D has no obligation to coordinate transport or provide insurance, unless otherwise agreed in writing between the Parties.

 DAP delivery :

When delivery is performed under the DAP Incoterm:

• C-3D coordinates the transport from the factory to the destination country before unloading. The Customer is responsible for customs formalities in the country of destination, payment of duties and taxes, and unloading the goods at destination.

• Should the Customer require lifting equipment, C-3D may offer its services to organize the rental of the necessary lifting gear (cranes or equivalent means) for handling.

• Risk in the goods is transferred to the Customer at the moment they are made available at the agreed place of delivery in the country of destination, ready for unloading. Any deterioration or loss occurring after this point is the responsibility of the Customer.

• C-3D maintains insurance covering transportation risks up to the DAP delivery point. Upon order validation, the Customer may opt for additional "Ad valorem" insurance covering the actual value of the goods, billed as an extra charge based on a percentage of the declared value. Any specific insurance request will be subject to a separate quote.

Delivery times are provided for information purposes only. A delay shall under no circumstances justify the cancellation of the order or entitle the Customer to compensation, unless otherwise agreed in writing by the Seller.

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

Upon receipt, the Customer must carry out standard inspections (quantity, compliance, apparent condition of products) and immediately issue any reservations to the carrier and C-3D, in accordance with Article L133-3 of the French Commercial Code. In the absence of reservations within two (2) business days following the physical receipt of the Product, the Products shall be deemed compliant and accepted.

Article 7 – Retention of title clause

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

The Customer agrees to insure said Products for the benefit of the Seller through an ad-hoc insurance policy against risks of loss or deterioration due to unforeseen events or otherwise, until the full transfer of ownership, and to provide proof thereof to the Seller upon first request.

In the event that the Customer sells a Product subject to a retention of title, the Customer irrevocably assigns to the Seller the claim arising from the resale, along with all ancillary rights. Upon the Seller's request, the Customer shall promptly provide the full contact details of the sub-purchaser.

The Customer agrees to immediately inform the Seller of any action taken by a third party regarding the Product sold under retention of title, particularly in the case of an attempted seizure of said product.

If the Customer is subject to receivership, liquidation, or any other bankruptcy proceeding under a different name in its country, the Seller reserves the right to claim, within the collective proceedings, the Products sold and remaining unpaid, in accordance with the legal and/or regulatory provisions in effect.

Article 8 – Software use

8.1 End-user license

The Software is granted to the Customer under a non-exclusive, non-transferable license, limited to its internal needs regarding the Product sold and governed by Article 2 of these General Terms and Conditions. This license is granted solely for the operation and use of the Printer sold by C-3D.

The license is inherent to the Product provided by C-3D. Its purpose is to define the conditions under which the Seller authorizes the Customer to access, use, and operate its software, as well as the level of support provided. It guarantees the rights of use while protecting the Provider’s intellectual property.

8.2 Restrictions

The Customer is expressly prohibited from:

• copying, reproducing, translating, adapting, decompiling, disassembling, or modifying the Software, except as expressly provided by law;

• assigning, lending, leasing, sub-licensing, or making the Software available to third parties, whether free of charge or for consideration, without the prior written consent of C-3D;

• using the Software for purposes other than those intended for the operation of the Printer.

8.3 Updates and maintenance

C-3D may offer corrective or functional updates for the Software. These will be made available to the Customer under the conditions defined by the Seller.

The Customer agrees to regularly install the provided updates to ensure the proper functioning and security of the Software.

8.4 Intellectual property of the software

The Software remains the exclusive property of C-3D or its successors and assigns. This license does not involve any transfer of intellectual property rights to the Customer.

8.5 Liability for software use

The Customer is solely responsible for the use of the Software. The Company shall not be held liable for damages resulting from use that does not comply with these conditions, improper installation, or failure to update the Software.

Article 9 – Termination clause

In the event of a breach by either Party of any of its essential obligations under the Contract, and notably in the case of non-payment by the Customer by the agreed deadlines, the Contract may be terminated automatically by the other Party, thirty (30) days after a formal notice has been sent and remained without effect.

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

In the event of Contract termination due to the Customer's fault, any deposits already paid shall be retained by the Seller, without prejudice to any legal action for compensation for the loss suffered.

Article 10 – Intellectual property

The Seller is the exclusive owner of all intellectual property rights related to the design and manufacturing of the Product. The sale of the Products by the Seller does not grant the Customer any rights to the patents, trademarks, or other industrial or intellectual property rights held by the Seller.

Upon validation of the Order, the Customer shall be granted access to a dedicated customer area containing all documentation, via a personal online repository, with access credentials to be provided upon delivery of the Product.

In this context, the Customer is not authorized to use or reproduce any trademarks or trade names if such use would constitute an infringement of the rights of their holders.

Article 11 – Personal data collection and confidentiality

11.1 Personal data

In the context of the quotation request and/or the performance of the Contract, the Seller may be required to collect and process personal data concerning the Customer and/or its employees (e.g., professional contact details, software login credentials, information necessary for training and installation).

This data is processed in accordance with Regulation (EU) 2016/679 of April 27, 2016 (known as "GDPR") and applicable national legislation, exclusively for the following purposes: order management, Product delivery, provision of associated services (training, installation, software support), invoicing, and management of the contractual relationship.

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

The Customer has the right to access, rectify, erase, limit, port, and object to the processing of their data, which may be exercised by sending a written request to the DPO (Mr. Antoine Motte) at the following address: info@constructions-3d.com

The Customer remains solely responsible for the compliance and legality of the personal data provided to the Seller during the quotation request and/or the performance of the Contract, and guarantees that the data subjects have been informed of the use of their data by the Company.

11.2 Confidentiality

Each Party agrees to treat as strictly confidential all information, documents, data, processes, know-how, and materials of any kind communicated by the other Party within the framework of the Contract, whether or not they are protected by an intellectual property right, with the exception of information that:

- was already known to the receiving Party prior to its communication;

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

- was legitimately obtained from a third party authorized to disclose it.

The Parties are prohibited from using, disclosing, or communicating, directly or indirectly, 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 following the termination of the Contract, for whatever reason.

Article 12 – Subcontracting

The Seller reserves the right to entrust one or more subcontractors with the performance of all or part of the Products or services, which the Customer expressly acknowledges and accepts.

This subcontracting may notably involve the manufacturing or assembly of certain Products or components, packaging, logistics, or transport operations, as well as, where applicable, certain technical interventions (installation, maintenance, calibration, etc.) carried out on behalf of the Seller.

The Seller agrees to select subcontractors possessing the technical skills, reliability, and compliance guarantees necessary for the proper execution of the entrusted services.

Subcontractors are bound by the same obligations of confidentiality, quality, and compliance as the Seller toward the Customer.

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 described in these General Terms and Conditions results from a case of force majeure as defined in Article 1218 of the French Civil Code or a fortuitous event defined by law or case law. Such events include, but are not limited to: war, riots, insurrection, social unrest, strikes of any kind, acts of terrorism, epidemics, interruptions or delays in transport (including those affecting the Seller and its subcontractors, where applicable), labor disputes, etc.

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

The Party invoking force majeure must inform the other Party in writing as soon as they become aware of the event, specifying its nature, foreseeable duration, and estimated consequences. During this suspension period, the Parties agree to consult each other in good faith to examine appropriate measures to allow, as far as possible, the continued performance 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 any right to compensation for either side.

Article 14 – General provisions

14.1 Severability

In the event that any of the clauses herein should be null and void due to a change in legislation, regulation, or a court decision, this shall in no way affect the validity of and compliance with the other provisions of these General Terms and Conditions.

14.2 Waiver and tolerance

The fact that the Seller does not, at any given time, invoke any of the provisions of these General Terms and Conditions shall not be interpreted as a waiver of its right to invoke them at a later date, including by refraining from claiming late payment penalties.

The termination or waiver of any clause herein can, under no circumstances, be implied. The performance of the Contract by the Seller irrevocably and automatically entails, unless expressly agreed otherwise and accepted by the Parties, the application of these General Terms and Conditions.

Article 15 – Applicable law, dispute resolution and jurisdiction

15.1 Language and applicable law

These General Terms and Conditions and the transactions resulting therefrom are governed by French law.

They are drafted in the French language. In the event that they are translated into one or more languages, only the French text shall be authentic in the event of a dispute, and it shall prevail over any other version or translation. In the event of a discrepancy in interpretation between the French version and a translated version, the French version alone shall be authentic.

Any translation is provided for informational purposes only, without contractual value.

15.2 Amicable resolution and mediation

For all disputes or discrepancies in interpretation relating to the application or performance of these General Terms and Conditions, the Parties agree to appoint a Mediator by mutual agreement.

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

This Mediator shall bring the Parties together, make all useful findings, and inform them of the consequences of their respective positions. Within a period of three (3) days, the Mediator shall propose elements of a solution capable of settling their dispute while safeguarding their legitimate interests.

This proposal shall be neither mandatory nor enforceable.

During the mediation process, the statute of limitations is suspended; thus, beyond fifteen (15) days, the mediation attempt shall be deemed completed.

Furthermore, pursuant to Article 1531 of the Code of Civil Procedure, the Mediator is bound by an obligation of confidentiality.

The costs and fees of this Mediator shall be split equally between the Parties.

15.3 Jurisdiction and venue

Any persistent dispute between the Parties concerning the validity, interpretation, performance, termination, or consequences of these General Terms and Conditions and the agreements resulting therefrom shall fall under the jurisdiction of the Commercial Court of Lille Métropole, which is expressly accepted by the Customer.

Version of May 18, 2026