Terms of service

Version: March 2026

• Scope

1.1 These General Terms and Conditions of Sale ("GTC") apply to contracts concluded by the company BEGO SOLUTIONS SAS, with share capital of 800,000 euros, registered with the Tours Trade and Companies Register under number 917 803 124, located at 3 rue Alexandra David Néel 37170 Chambray-lès-Tours, France (hereinafter "BEGO SOLUTIONS" or "we") with any co-contractor acting exclusively in the exercise of their professional activity (hereinafter the "Client" or "you"). They apply to all goods, services, software, technologies or other products or services that BEGO SOLUTIONS delivers to the Client or makes available to the Client within the framework of contractual relations (hereinafter the "Products").

1.2 All deliveries, services and offers from BEGO SOLUTIONS are made on the basis of these GTC. The GTC are an integral part of all contracts concluded between BEGO SOLUTIONS and its Clients.

1.3 Any order for Products automatically implies the application of the GTC, notwithstanding any contrary stipulations that may appear in any document originating from the Client, subject to any special conditions that BEGO SOLUTIONS and the Client may have specifically agreed upon in writing.

1.4 Concerning Products consisting of third-party hardware and software from manufacturers other than BEGO SOLUTIONS, the specific license conditions of the respective manufacturers apply, if applicable, on a priority basis. BEGO SOLUTIONS will provide the Client with the license conditions of the respective manufacturers before the conclusion of the Contract upon simple request.

1.5 Any technical application recommendations – whether given orally, in writing, or through practical instructions – are based on our own experiences and tests and are purely indicative and do not constitute guarantees.

• Conclusion of the contract

2.1 Client orders may be placed with BEGO SOLUTIONS by any means. The contract is concluded after written confirmation of the order by BEGO.  Acceptance of the order may also result from the shipment or delivery or the unconditional performance of the ordered Products by BEGO SOLUTIONS.

2.2 If BEGO SOLUTIONS makes an offer, it is made without commitment on its part until the order confirmation by BEGO. The prices indicated in the offer are valid for fourteen (14) days from the date of the offer, unless otherwise stated in the offer. Only the Client's order constitutes a firm offer to conclude a contract.

2.3 Additions and amendments to agreements concluded between BEGO SOLUTIONS and the Client, including these GTC, require written form to be enforceable. The same applies to any statement or notification of legal scope relating to the contract, as well as to the waiver of this formal requirement.

2.4 The contract is concluded subject to our own effective, compliant and timely supply by our suppliers. In the event of unavailability of the Product due to a supply failure not attributable to BEGO SOLUTIONS, and provided that BEGO SOLUTIONS has taken the diligence normally expected from its suppliers, BEGO SOLUTIONS will inform the Client as soon as possible. In this case, no delay can be attributed to BEGO SOLUTIONS and each party may cancel the contract by right, without compensation. BEGO SOLUTIONS does not bear the risk of supply.

2.5 Our Products are constantly being improved. BEGO SOLUTIONS reserves the right to make modifications at any time, corresponding to commercial practices, as well as those imposed by legal provisions or resulting from design or material developments compared to the descriptions in the catalog. However, these modifications may only be made if they do not substantially compromise the use of the Products as provided in the Contract and if they remain reasonably acceptable to the Client.

• Prices

3.1 Prices are indicated in euros. In the absence of order confirmation, the applicable price is that of the BEGO SOLUTIONS price list in force on the day of the order by the Client. Any new version of the price list cancels and replaces the previous one for the future. BEGO SOLUTIONS may modify its prices at any time.

3.2 Prices are exclusive of tax and FCA BEGO SOLUTIONS' headquarters site, in accordance with Incoterms® 2020, unless otherwise specified. VAT is invoiced at the rate applicable on the day of delivery. Transport costs and, where applicable, packaging and transport insurance are invoiced in addition. BEGO SOLUTIONS organizes the shipment and chooses the carrier on behalf of the Client, unless otherwise instructed by the Client in good time. Any transport insurance possibly taken out by BEGO SOLUTIONS is for the Client's account and does not entail any modification of the transfer of risks. Any specific service requested by the Client is subject to separate invoicing.

3.3 In the event of an increase or creation, between the order and delivery, of taxes, contributions or transport costs beyond the control of BEGO SOLUTIONS and having an impact on the price, BEGO SOLUTIONS may pass on this variation.

• Payment

4.1 Unless otherwise agreed, invoices must be paid, without discount, thirty (30) days after the invoice issue date.

4.2 In the event of late payment, late penalties are automatically due. These are equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. BEGO SOLUTIONS may also claim a flat-rate indemnity of 40 euros for collection costs. When the collection costs incurred are higher than the amount of this flat-rate indemnity, BEGO SOLUTIONS may request additional compensation, with justification.

4.3 BEGO SOLUTIONS reserves the right to demand advance payment or the deposit of a guarantee up to the invoiced value of the delivery and to withhold performance of the service if, after the conclusion of the contract, it becomes aware of circumstances that seriously cast doubt on the Client's solvency and thus jeopardize the payment of BEGO SOLUTIONS' contractual receivables.

• Shipment; transfer of risks

5.1 Unless otherwise agreed, the Products are shipped FCA BEGO SOLUTIONS' headquarters site in accordance with Incoterms® 2020. The Client authorizes BEGO SOLUTIONS to choose and appoint the carrier on its behalf and for its account, unless otherwise instructed.

5.2 All shipments are at the Client's expense and risk. The risks are transferred to the Client at the time the Product is handed over to the carrier or any person designated by the Client. This also applies when partial deliveries occur. If shipment is delayed due to circumstances for which BEGO SOLUTIONS is not responsible, the risk is transferred to the Client at the time of notification of availability for shipment.

5.3 If, upon delivery of the Products to the Client by the transport company mandated by BEGO SOLUTIONS, the Client notices damage, loss or missing items, it is the Client's responsibility to make all reservations to the transport company in accordance with legal provisions and to immediately inform BEGO SOLUTIONS by sending a copy of the claim addressed to the transport company. The same applies if the Client subsequently discovers damage, loss or missing items not apparent at the time of delivery of the Products by the carrier.

5.4 Partial deliveries and services are permitted to a reasonable extent. These partial deliveries and services may be invoiced separately.

5.5 In the event of software being made available by electronic communication means (e.g., via the Internet), the material risk is transferred when the software is made available to the Client and leaves BEGO SOLUTIONS' control.

• Delivery

6.1 Delivery is made exclusively in Metropolitan France.

6.2 Delivery times indicated when an order is registered are given for information only, unless a deadline is expressly confirmed in writing by BEGO SOLUTIONS. Their observance notably presupposes the timely receipt of all documents, authorizations, validations, materials, accessories and information necessary for the execution of the contract and to be provided by the Client, as well as the Client's fulfillment of its obligations. The deadlines run from the fulfillment of these conditions.

6.3 Unless a deadline is expressly guaranteed by BEGO SOLUTIONS and unless there is gross negligence or fraud, a delivery delay cannot lead to the payment of damages to the Client, nor to the cancellation of the order, nor to the refusal to accept the Products. In the event of a deadline guaranteed by BEGO SOLUTIONS, BEGO SOLUTIONS can only be considered late after formal notice from the Client and the expiry of a reasonable additional period. In the event of a delay attributable to BEGO SOLUTIONS, BEGO SOLUTIONS' liability is limited to foreseeable damages at the time of contract conclusion, unless there is gross negligence or fraud, and, in any case, capped at 5% of the price of the Products concerned by the delay. BEGO SOLUTIONS shall not be liable for any sum if it demonstrates that the Client has suffered no damage or that the damage suffered is significantly less than this cap.

6.4 In the event of a delay in acceptance or cooperation by the Client, late payment, or more generally a delay attributable to the Client, BEGO SOLUTIONS may, after unsuccessful formal notice, either terminate the contract concerned by simple written notification, or continue its execution, and/or claim the costs and damages suffered. In this regard, BEGO SOLUTIONS may notably claim as a lump sum compensation:

• 20% of the sale price for a standard Product; or
• 100% of the sale price if the Product has become unusable due to the delay in acceptance, or if it is a custom-made item and the costs necessary for delivery have been incurred.

6.5 BEGO SOLUTIONS reserves the right to claim compensation for any other damage, it being specified that the amounts referred to in Article 6.4 shall, where applicable, be offset against other sums due. The Client may demonstrate the absence of damage or lesser damage; BEGO SOLUTIONS may demonstrate that there is greater damage.

• Claims; acceptance

7.1 The delivered Products must be inspected carefully upon delivery by the Client or the third party designated by the Client. The Products are deemed free of apparent defects upon delivery, unless written notification is given to the Seller within 7 days following delivery. In the event of a hidden defect, the claim must be reported to BEGO SOLUTIONS in writing within 7 days following the day the defect was discovered or was detectable.

7.2 If formal acceptance is provided for, the Product is considered accepted when fourteen (14) working days following delivery or installation (if BEGO SOLUTIONS is responsible for it); or, if the Client has already started using the Product (e.g., by commissioning the delivered equipment), seven (7) working days following delivery or installation (if BEGO SOLUTIONS is responsible for it), unless the Client has notified BEGO SOLUTIONS, within these deadlines, of a defect that makes the use of the Products impossible or substantially impedes it.

• Warranty

8.1 In the event of justified claims made within the deadlines, we will, at our discretion, repair or replace the Product within a reasonable period, by ourselves or by a third party of our choice, subject to the specific provisions for product modification (point 14.3) as well as for ordering Products based on data records (point 18) and for BEGO SOLUTIONS Services (point 19). If repair or replacement is impossible or entails clearly disproportionate costs, BEGO SOLUTIONS may propose another solution to the Client. If repair or replacement is impossible, or cannot reasonably be required, or in the event of refusal or inappropriate delay on the part of BEGO SOLUTIONS, the Client is entitled to unilaterally terminate the contract or proportionally reduce the purchase price, after having sent a formal notice to BEGO SOLUTIONS that remained unsuccessful.

8.2 Used Products are without warranty unless expressly agreed otherwise in writing by BEGO SOLUTIONS. The same applies to deviations, particularly in dimensions, weights, performance data or color shades, which are within industry standard tolerances. Concerning software Products, BEGO SOLUTIONS also disclaims any warranty in the event of non-reproducible software defects, and in the event of defects not appearing in the latest version of the software provided by BEGO SOLUTIONS to the Client, provided that it is possible for the Client to use the latest provided version of the software.

8.3 The Client shall provide BEGO SOLUTIONS with all useful information (precise description, circumstances, photos, references, lot numbers, etc.) and allow BEGO SOLUTIONS the access, time and means necessary to ascertain the defect and implement the warranty. At BEGO SOLUTIONS' request, the Client shall return the Product (or make it available) at its own expense, according to the agreed terms. In the event of a justified claim, BEGO SOLUTIONS shall reimburse the Client for shipping costs at the lowest standard rate; any additional costs related to the use of the Product in a location not conforming to the agreed delivery location shall not be reimbursed, unless the relocation corresponds to the normal use of the Product. Except in case of emergency related to safety or the prevention of serious damage, any intervention, repair or modification carried out by the Client or a third party without prior written agreement from BEGO SOLUTIONS may exclude the warranty.

8.4 In case of replacement, BEGO SOLUTIONS may require the return of the defective Product.

8.5 The warranty is excluded for defects resulting notably from (i) improper use, mishandling, lack of maintenance, unsuitable storage, (ii) assembly, parameterization, or commissioning carried out by the Client or a third party, (iii) normal wear and tear, (iv) modifications or interventions not authorized by BEGO SOLUTIONS, including software extensions beyond the planned interfaces, or (v) external causes not attributable to BEGO SOLUTIONS.

8.6 The limitation period for warranty actions resulting from defects in the Products can be exercised within a maximum period of one (1) year from the date the defect was discovered.

8.7 Insofar as the Products delivered by us, due to their natural properties, have an expiration date ending before the expiry of one (1) year from the delivery of the Product to the Client, the warranty hereunder is, in any event, limited to defects notified before the expiration of this expiration date, unless the Products have been processed before the expiration date.

8.8 When the defect concerns a third-party product or component, BEGO SOLUTIONS may, at its option, exercise the corresponding remedies on behalf of the Client or assign them to the Client. Warranty claims against BEGO SOLUTIONS can only be exercised if remedies against the supplier/manufacturer fail, and in accordance with the provisions of these GTC.

8.9 The Customer may be required to provide, free of charge, samples of the defective product to the competent authorities upon their request or, if this is not feasible, to grant access to the Product. BEGO SOLUTIONS shall compensate the Customer accordingly for expenses or losses incurred due to the provision of samples. In this regard, expenses or losses must be calculated based on the Product prices and storage duration.

• Liability

9.1 BEGO SOLUTIONS's liability is limited in accordance with the provisions of this Article 9.

9.2 BEGO SOLUTIONS shall not be held liable if the non-performance of its obligations is attributable to the act of a third party, even if foreseeable, to the fault of the Customer, or to the occurrence of a force majeure event.

9.3 BEGO SOLUTIONS is liable to the Customer only for its gross or intentional faults or the gross or intentional faults of its employees.

9.4. BEGO SOLUTIONS's liability is in any event limited to damages that were foreseen or could have been foreseen at the time the contract was concluded. Indirect or consequential damages resulting from Product defects are only compensable to the extent that such damages are typically foreseeable during the proper use of the Product, in accordance with the preceding sentence. The right to compensation for purely pecuniary damages such as loss of production, reduction of production, or loss of profit is, in addition to what is stated in the two preceding sentences, limited by the principle of good faith in contractual relations, particularly in cases of disproportion between the amount of the delivery price and the amount of the damage.

9.5 In any case, the maximum amount of BEGO SOLUTIONS's liability towards the Customer is limited to the price of the Products covered by the Contract.

9.6. Within the limits of legal provisions, the warranty against hidden defects and the warranty based on product liability for defective products are excluded.

9.7 When BEGO SOLUTIONS provides technical information or advice beyond the strict limits of its legal obligation to inform and advise, this is done free of charge and with the exclusion of all liability.

9.8 The aforementioned warranty limitations do not apply to BEGO SOLUTIONS's liability in the event of harm to life, physical integrity, or health.

9.9 In the event of a breach of a contractual obligation by the Customer, particularly Articles 13 (Intellectual Property) or 14 (Compliance), the Customer guarantees BEGO SOLUTIONS against any action of any kind, by any third party, arising from this breach. The Customer shall bear in particular the costs of all convictions pronounced against BEGO SOLUTIONS or any settlement accepted by BEGO SOLUTIONS, as well as the defense costs and lawyer's fees that BEGO SOLUTIONS may have been compelled to incur.

• Returns

10.1 The return of non-defective Products delivered by us may only take place with our prior agreement. We reserve the right to deduct from the refunded amount a sum corresponding to the costs of processing the return (inspection, repackaging, restocking, if applicable). Products must be returned in their original packaging, in perfect condition, undamaged, and unaltered. To limit the risk of damage or loss during transport, it is recommended to use appropriate packaging and a shipment with tracking and insurance.

• Extended Producer Responsibility

11.1 In accordance with Article R541-173 of the French Environmental Code, BEGO SOLUTIONS informs the Customer that BEGO SOLUTIONS's unique identifiers under Article L541-10-13 of the French Environmental Code are as follows:

- For the Extended Producer Responsibility scheme for Electrical and Electronic Equipment (EEE), BEGO SOLUTIONS SAS's unique identifier is FR428445_05FZDI.

- For the Extended Producer Responsibility scheme for Household Packaging and Graphic Paper (EMPAP), BEGO SOLUTIONS SAS's unique identifier is FR428445_01QEHZ.

• Retention of title clause

12.1 BEGO SOLUTIONS retains ownership of all delivered Products until full payment of the principal and ancillary price. BEGO SOLUTIONS also retains ownership of the Products until full payment of all debts arising from the commercial relationship with the Customer. Failure to pay any installment may result in BEGO SOLUTIONS repossessing the unpaid Products. Any deferred payment dates granted shall be subject to the same retention of title.

12.2 Notwithstanding the foregoing, the risks of loss or damage to the Products, as well as liability for any damage they may cause, are transferred to the Customer upon delivery of the Products. Consequently, the Customer must, at its own expense, take out insurance on behalf of the seller.

12.3 The Customer is authorized to resell the delivered Products within the framework of normal commercial activity. However, the Customer may not pledge or assign as security the Products of which BEGO SOLUTIONS retains ownership.

12.4 The Customer undertakes to allow the identification and claim of the Products at any time, it being agreed that Products in stock will be considered unpaid, up to the amount of sums due.

12.5 If necessary, BEGO SOLUTIONS may claim the Products from any sub-purchasers. Furthermore, in the event of resale, the claim may be exercised on the price of the Products or any corresponding claim, including from any holder or assignee, the Customer undertaking to assist BEGO SOLUTIONS in the recovery of these claims from the sub-purchasers.

• Intellectual Property

13.1 Except in the cases referred to in Article 1.4 above, BEGO SOLUTIONS is obliged to deliver free from industrial and intellectual property rights held by third parties (“Intellectual Property Rights”) only at the agreed destination. BEGO SOLUTIONS is not aware of any violation of Intellectual Property Rights resulting from the distribution of its Products. In the event that a third party asserts a claim relating to the violation of its Intellectual Property Rights by the intended use or by the distribution, import, commercial promotion/advertising, or sale – approved by BEGO SOLUTIONS – of the Products, the Customer must immediately inform BEGO SOLUTIONS in writing.

13.2 In the event that the Product infringes Intellectual Property Rights, BEGO SOLUTIONS may, at its discretion, either modify or exchange the Product at its expense in such a way that the infringement of Intellectual Property Rights ceases while continuing to fulfill the functionalities agreed upon in the Contract, or obtain the necessary rights, notably by concluding a license agreement with the third party. If BEGO SOLUTIONS fails to remedy the infringement of Intellectual Property Rights within a reasonable period, the Customer is then entitled to request the termination of the Contract. Any claims for damages by the Customer are subject to the limitations of point 9.

13.3 In the event of counterfeit products manufactured by a third party and delivered by BEGO SOLUTIONS, BEGO SOLUTIONS may, at its option, assert its claims against upstream manufacturers and suppliers on behalf of the Customer or assign its right of action to the Customer. In these cases, the Customer will only have a claim against BEGO SOLUTIONS if the assertion of the aforementioned claims against upstream manufacturers and suppliers has been unsuccessful in court or is destined to fail, for example due to insolvency.

13.4 Any claim by the Customer against BEGO SOLUTIONS is excluded to the extent that the infringement of Intellectual Property Rights is attributable to the Customer or when the infringement is caused by instructions from the Customer, by an application not foreseeable by BEGO SOLUTIONS, by a modification made by the Customer or by the use of the Product jointly with other goods not delivered by BEGO SOLUTIONS.

13.5 Point 13.4 applies by analogy insofar as a third-party claim relating to the infringement of Intellectual Property Rights against BEGO SOLUTIONS results from a distribution, import, commercial promotion/advertising, or sale of products not approved by BEGO SOLUTIONS.

• Compliance; Exports; Product modifications

14.1 Compliance

14.1.1 It is the Customer's responsibility to ascertain compliance with all applicable regional, national, and international regulations (including minimum age requirements) in connection with the possession, use, and distribution of Products purchased by the Customer from BEGO SOLUTIONS and/or concerning information obtained or transmitted via our website. It is prohibited to ship, transport, or export a Product purchased from BEGO SOLUTIONS to a country, or otherwise process the Product, in a manner likely to cause a violation of applicable laws, restrictions, and provisions.

14.1.2 The Customer shall cooperate fully with BEGO SOLUTIONS in all regulatory or other audits or legally mandated inspections related to the contract.

14.2 Export Control

14.2.1 Unless otherwise agreed in writing by BEGO SOLUTIONS, Products are intended for resale and distribution exclusively in France. The Customer is prohibited from any export, re-export, or transfer of Products outside France.

14.2.2 The Customer declares not to be (i) a person/entity subject to sanctions measures or (ii) owned or controlled (directly or indirectly) by such a person/entity. The Customer undertakes to immediately inform BEGO SOLUTIONS of any change in this regard.

14.3 Product Modifications

14.3.1. In case of resale or distribution of the Products, the Customer is not allowed to modify, rework, change, supplement, manipulate, falsify, open, disassemble, remove or dismantle (i) the Products, (ii) their packaging, (iii) the related user manuals, (iv) their markings, (v) the information printed on the Products and (vi) the advertising materials, including – but not exclusively – BEGO SOLUTIONS’s trademarks or (vii) any parts thereof. Furthermore, the Customer is not allowed to change the name of the Product itself or to refer to it under its own product name, nor to market a Product under its own brand or under its own trade name.

14.4 BEGO SOLUTIONS's liability in accordance with points 8 and 9 does not apply to Products that have been processed in violation of point 14, unless the Customer can demonstrate that the violation is not related to third-party claims concerning defects.

• Documents provided; confidentiality; reverse engineering

15.1 BEGO SOLUTIONS reserves ownership and copyright of all offers and quotes submitted by it as well as all drawings, illustrations, calculations, prospectuses, catalogs, models, tools and other documents and aids made available to the Customer. Upon request from BEGO SOLUTIONS, the Customer must fully return these elements to BEGO SOLUTIONS and destroy any copies made, as soon as they are no longer necessary in the normal course of its business or when negotiations do not lead to the conclusion of a contract. The recording of electronically provided data for regular data backup purposes is an exception to this provision.

15.2 BEGO SOLUTIONS and the Customer undertake not to exploit or disclose to third parties the confidential commercial or industrial information of the other party of which they become aware during their commercial relationship without the express prior written consent of the other party, unless such commercial or industrial information is publicly accessible or its disclosure is required by law. This confidentiality obligation shall continue to apply for a period of 10 years after the end of the contract or commercial relationship. Each party undertakes to return to the other party or to destroy all confidential commercial or industrial information received during the commercial relationship (including any copies, even electronic), upon simple request of the other party or, even without a request from the other party, when the service in connection with which this information was communicated is completed, when this information is no longer necessary in the normal course of business, or when negotiations do not lead to the conclusion of a contract.

15.3 The Customer is prohibited from directly or indirectly reverse engineering materials for its own commercial purposes ("Reverse Engineering") or attempting to do so, unless otherwise agreed in writing. In particular, the Customer is not allowed to decompile, analyze, disassemble the elements contained in the materials (elements, materials, ingredients, components, formulas, processes, source code) or to attempt in any other way to reverse engineer or exploit them.

• Data Protection

16.1 In the context of business relations, BEGO SOLUTIONS may be required to process data belonging to or relating to the Customer or its employees. This data may be qualified as personal data with respect to which BEGO SOLUTIONS undertakes to comply with the applicable data protection regulations, and in particular the European General Data Protection Regulation ("GDPR").

16.2 BEGO SOLUTIONS undertakes to process only the data strictly necessary for the performance of the contract.

16.3 When the Customer is a natural person, all information in accordance with the obligation resulting from Articles 13 and 14 of the GDPR is provided separately in an annex to the contract.

When the Customer is a legal entity, it undertakes to provide its employees and all natural persons whose data are collected by it and transmitted to BEGO SOLUTIONS with the information required under Articles 12 et seq. of the GDPR, where appropriate by communicating to them the information provided in an annex to the contract.

16.4 The Customer undertakes not to transmit patient data to BEGO SOLUTIONS within the framework of the contract. Patient data means information or materials relating to the illnesses or therapy of individuals and by means of which an individual can be identified (e.g., patient's personal identification number). In the event that the Customer is nevertheless required to transmit patient data to BEGO SOLUTIONS, the Customer shall bear full responsibility for it and shall indemnify BEGO SOLUTIONS against any claim, action, or complaint that may be initiated in this context.

16.5 In any event, the Customer undertakes to comply with all current data protection regulations and shall be solely responsible for any infringement of the regulations.

• Special rules for online orders via the BEGO SOLUTIONS website

17.1 The Customer can order Products from the online catalog on the BEGO SOLUTIONS website at the following address: https://solutions-eshop.bego.com/

17.2 To place an order, the Customer must create a user account, enter the requested information, and accept these GTC by clicking in the indicated area on the website. The username and password are not transferable to third parties. Order-related pages are only accessible to registered users.

17.3 The Customer receives an electronic acknowledgment of the order, which constitutes order confirmation.

17.4 Any order implies acceptance of the prices and descriptions of the Products offered.

17.5 In case of payment default, incorrect address, or other problems with the Customer's account, BEGO SOLUTIONS reserves the right to block the Customer's order until the problem is resolved.

17.6 In case of impossibility to fulfill the order, the Customer will be informed by email.

17.7 Payment for the order will be made by bank transfer or direct debit from the Customer's bank account. Once the GTC are accepted, the Customer's validation of the order will serve as proof of the Customer's agreement and the sums due for the order will become payable.

17.8 Since the Customer is a professional purchasing within the scope of their professional activity, the right of withdrawal provided for by the Consumer Code does not apply.

17.9 In accordance with Article 1127-3, paragraph 2 of the Civil Code, the provisions of 1° to 5° of Article 1127-1 and Article 1127-2 of the Civil Code are derogated from.

• Special rules for ordering Products based on data records

18.1 When the Customer orders Products via electronic transmission of data generated with a scanner or otherwise created using data recording devices (hereinafter referred to as "Data Record-Based Orders"), the following rules apply in addition:

18.2 For Data Record-Based Orders, the Customer waives the right to receive a written order confirmation from BEGO SOLUTIONS. Each Customer receives a permanent customer number from BEGO SOLUTIONS for electronic data transmission. The order can only be placed if the form provided by BEGO SOLUTIONS on the user interface has been fully completed.

18.3 BEGO SOLUTIONS will issue an invoice to the Customer for Products delivered based on the orders.

18.4 To enable BEGO SOLUTIONS to fulfill its delivery obligations resulting from Data Record-Based Orders, the Customer must fulfill its cooperation obligations in a timely and proper manner. In particular, the Customer must ensure that data records are made correctly, that all necessary information is available, and that the data is transmitted to us completely. Therefore, employees who use a scanner and place orders must be trained accordingly.

18.5 For Data Record-Based Orders, BEGO SOLUTIONS manufactures the Products in accordance with the data transmitted to BEGO SOLUTIONS and, if applicable, in the material chosen by the Customer. Consequently, the Customer has no right in case of defects based on incorrect use of the terminal, incorrect data transmission due to anomalies in the line used by the Customer, adaptation of the Product according to the patient, or a possible order of unsuitable materials. Finally, no claims resulting from defects can be made if the defect is due to further processing or modification of the Product by the Customer.

18.6 When the Customer makes a complaint regarding a material defect on a Product, the Customer must send it to BEGO SOLUTIONS without delay, accompanied by the data set or the previously scanned model and related documents, to allow BEGO SOLUTIONS to examine the complaint. The procedure provided for in point 10 applies mutatis mutandis. If BEGO SOLUTIONS concludes that the Customer has scanned the model or created the data set in a non-compliant manner and has thus transmitted incorrect data, BEGO SOLUTIONS will immediately inform the Customer and transmit both data sets as proof. Only upon corresponding instruction from the Customer, and at the Customer's expense, will BEGO SOLUTIONS in such a case manufacture and deliver a new Product based on the correct data set.

• Special Rules for BEGO Services

19.1 If the Customer uses the BEGO Scan and Design Service, the BEGO Order Portal Guide, or comparable BEGO services ("BEGO Service"), BEGO SOLUTIONS will manufacture the individualized secondary part, prosthetic element, or any other corresponding component ("Component") in accordance with the specifications provided by the Customer, such as design and dimensions. The model made available to BEGO SOLUTIONS must be new, without a base, undamaged, and must not have been used previously. Upon delivery to BEGO SOLUTIONS, the model must have been disinfected. The Customer must certify the completion of disinfection in a written declaration. In addition, the packaging of the model must comply with the transport and safety legislation in force.

19.2 Alternatively, it is also possible to send a scanned data set of the model or an intraoral scan in STL format instead of the model.

19.3 In the event of sending a scanned data set of the model or an intraoral scan instead of a physical model, the Customer accepts that no fit control can be performed by BEGO SOLUTIONS. Therefore, any fitting problems with the drilling guide do not constitute a material defect.

19.4 This also applies when the Customer sends a printable STL file of an already designed guide instead of a planning proposal created by BEGO SOLUTIONS. In this case, the Customer is also responsible for finding out the correct offset values that are necessary, and if applicable, modifying them in their software. If the Customer orders the design of a guide without manufacturing the drilling guide, it is then their responsibility to communicate to BEGO SOLUTIONS the correct offset values for the printer to be used. BEGO SOLUTIONS declines all responsibility in case of fitting problems caused by printing errors or incorrect offset values.

19.5 When the Customer uses the BEGO Scan and Design Service, BEGO SOLUTIONS will develop and manufacture the Component exclusively according to the design parameters and dimensions indicated by the Customer in the order (either on the order form or online). BEGO SOLUTIONS does not modify the design parameters and dimensions indicated and approved by the Customer, nor the shape. By sending the model via the BEGO Scan and Design Service, the Customer validates the design and production (pre-approval of the design).

19.6 When the Customer uses the BEGO Order Portal Guide, BEGO SOLUTIONS will develop a planning proposal based on the indications provided by the Customer.

19.7 BEGO SOLUTIONS does not provide medical advice. A treatment plan or any other file created and provided by BEGO SOLUTIONS based on the Customer's indications is the result of various image processing processes such as reformatting and cropping of original CT images; it should only be considered as part of the technical assistance and support provided to the Customer, and in no case as medical advice from BEGO SOLUTIONS in any form. To perform a complete radiological analysis, e.g., to evaluate whether tumors or infections are present outside the implant placement area, the Customer must always refer to the original CT images, just as the Customer must carefully examine and check the treatment plan or any other file or corresponding data recording product before any use.

19.8 As soon as the Customer uses the treatment plan or any other file or corresponding data recording product, the Customer automatically releases BEGO SOLUTIONS from any liability in connection with this use. By this, you declare that you possess sufficient medical qualifications according to the applicable laws and regulations, that you comply with all applicable laws, and that you assume full legal and medical responsibility for the use of the treatment plan or any other file or corresponding data recording product.

19.9 In the context of using BEGO Services, BEGO SOLUTIONS disclaims all responsibility for design defects or the fit of the Component. No claim based on a defect can be made if the defect results from subsequent processing or modification of the Product by the Customer.

• Special rules for software orders

20.1 Insofar as the delivery includes software, BEGO SOLUTIONS grants the Customer a non-exclusive and non-transferable right of use for it, subject to point 20.8, in accordance with the following provisions:

20.2 All intellectual property rights and know-how relating to the software (and, more broadly, to any protectable creation or result: inventions, copyrights, etc.) remain the property of BEGO SOLUTIONS. BEGO SOLUTIONS may freely use, for its commercial needs, the know-how acquired in the context of the execution of the Contract, without consideration.

20.3 When software is integrated into a device or intended for a specific device ("Embedded Software"), the Customer may only use it with the device concerned. Any use with another device requires the prior written consent of BEGO SOLUTIONS, except for temporary use on an identical replacement device in case of a defect in the device supplied by BEGO SOLUTIONS.

20.4 The documentation necessary for the proper use of the software is provided in an appropriate form. Any additional documentation (including maintenance and/or documentation specific to the Embedded Software) requires a separate written agreement.

20.5 Unless a multiple license is expressly granted, the license is single-user (use on a single terminal). The Customer is authorized to make one (1) backup copy. In the case of a multiple license, the Customer complies with BEGO SOLUTIONS' instructions regarding copies and maintains an inventory of copies and their location, communicated to BEGO SOLUTIONS upon request.

20.6 The software is made available exclusively in machine-readable form as object code.

20.7 Except in cases authorized by Article L. 122-6-1 of the Intellectual Property Code, the Customer is prohibited from modifying the software, decompile it, translate it, extract elements from it, or combine it with other programs. The Customer is prohibited from deleting or altering any markings (including copyright notices) and must reproduce them identically on any backup copy.

20.8 The Customer may not rent, lend, make available, or sublicense the software to third parties. Software supplied with a device may only be resold with the corresponding device. Other software may only be resold on condition that the third party does not obtain any rights of use exceeding those granted to the Customer and that the Customer does not retain any copies after resale. Multiple licenses may only be transferred in a single batch.

20.9 When BEGO SOLUTIONS provides open source software or third-party software for which BEGO SOLUTIONS only has a derivative right of use, the licensor's terms apply by priority. BEGO SOLUTIONS makes them available to the Customer upon request. In case of violation by the Customer, BEGO SOLUTIONS and/or the licensor may directly assert the resulting rights and actions.

20.10 The Customer undertakes to keep the software and any associated documentation with the necessary care to avoid any abusive or unauthorized use.

20.11 The purchase of software does not imply any obligation for BEGO SOLUTIONS to provide services related to the software. These require a separate agreement.

• Prescription

21.1 Unless otherwise stipulated, all actions arising from the contract are time-barred one year from the event that gave rise to them. This conventional limitation period remains subject to the causes of suspension and interruption under common law.

• Assignment; set-off

22.1 The Customer may not transfer all or part of its rights and obligations under the contract without the prior written consent of BEGO SOLUTIONS.

22.2 The Customer is only authorized to effect a set-off or to exercise rights of lien or retention if the claims it invokes have been recognized by BEGO SOLUTIONS or established by a court decision having the force of res judicata. Rights of retention based on defects may, under these same conditions, only be exercised proportionally to the importance of the defects observed.

• Force majeure

23.1 Serious events – such as, in particular, cases of force majeure or other events unforeseeable at the time of the conclusion of the contract (e.g., water damage, fire or storm damage, traffic disruptions, epidemics or pandemics, labor disputes, other unforeseen shortages of labor, energy resources or production materials, civil unrest, military or terrorist conflicts, difficulties in obtaining necessary public authorizations, government measures, or non-supply or incorrect or late supply by suppliers) – which have unforeseeable consequences on the performance of the service and which are not attributable to the Party concerned ("Serious Events") release BEGO SOLUTIONS and the Customer from their obligations under the contract for the duration of the disruption and proportionally to the extent of their effects, even if one Party is in a state of delay. No automatic termination of the contract occurs in this context. BEGO SOLUTIONS and the Customer are obliged to inform each other of the occurrence of such an impediment and to adapt their obligations in good faith to the new situation.

23.2 If it proves impossible to meet the delivery deadline due to such a Serious Event, the delivery deadline is then extended by a maximum of four (4) weeks. If the impediment persists beyond this date, BEGO SOLUTIONS and the Customer are authorized to automatically terminate the contract without compensation.

23.3 BEGO SOLUTIONS and the Customer expressly agree that any event caused directly or indirectly by an epidemic situation such as COVID-19, and the measures taken due to such a situation preventing one of the Parties from fulfilling its obligations under the Contract constitutes a Serious Event, even if the criteria for force majeure are not met.

• Governing law; competent jurisdiction; final provisions

24.1 All commercial relations between BEGO SOLUTIONS and the Customer are exclusively governed by French law. The application of the United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods (CISG) is excluded.

24.2 WHEN THE CUSTOMER IS A TRADER, THE COMPETENT JURISDICTION FOR ALL DISPUTES RESULTING FROM OR RELATED TO THE CONTRACTUAL RELATIONSHIP IS THE PARIS COMMERCIAL COURT. IN ALL OTHER CASES, THE COMPETENT JURISDICTION IS THE PARIS JUDICIAL COURT.

24.3 The nullity or unenforceability of any of the provisions of the contract or the GTC does not affect the validity of the other provisions. The provision concerned will be deemed unwritten and replaced, as far as possible, by a valid stipulation closest to its purpose and the economic objective of the contract.

24.4 In the context of contracts for successive performance, BEGO SOLUTIONS may amend these GTC when there is a legitimate reason to do so, in particular in the event of changes in legislation or case law, technical modifications to Products/Services, organizational adaptations, correction of errors or omissions in the GTC, or substantial changes in market conditions, provided that these changes do not excessively disadvantage the Client. BEGO SOLUTIONS will notify the Client of any changes in writing (letter or e-mail) at least six (6) weeks before their effective date. The changes will be deemed accepted and will come into effect upon expiry of this period, unless the Client objects in writing (letter or e-mail) before the expiry of the six (6) weeks, provided that BEGO SOLUTIONS has expressly informed the Client, in the modification notice, of this mechanism of tacit acceptance and of the right to object. If the Client objects to the changes within the deadline, the previous GTC will continue to apply, unless otherwise agreed by the Parties.