TERMS AND CONDITIONS OF SALE

GENERAL TERMS AND CONDITIONS OF SALE

Version 2026 – applicable to all B2B sales of robotic tooling and related products/services by Axysto

1. Scope and acceptance

1.1. These general terms and conditions of sale (hereinafter “GTC”) apply to all quotations, orders, order confirmations, deliveries, sales and agreements between the seller (hereinafter “Seller” or “Axysto”) and the professional buyer (hereinafter “Buyer”), to the exclusion of any purchase terms of the Buyer.

1.2. By placing an order, sending or receiving an order confirmation, or taking delivery, the Buyer accepts these GTC without reservation.

1.3. Deviations from these GTC are only valid if agreed in advance by mutual consent, in writing and expressly.

1.4. Any order for the supply of products (including accessories and spare parts) and/or services automatically entails the Buyer’s acceptance of these GTC.

2. Formation of the contract

2.1. Unless expressly stipulated otherwise, all quotations, price lists and catalogue prices of the Seller are provided for information only and without commitment.

2.2. The validity of a quotation is one (1) month, unless otherwise indicated.

2.3. The Buyer’s order constitutes an offer to purchase. The contract is only formed upon written order confirmation by the Seller (e-mail is sufficient) or upon actual delivery.

2.4. The Seller reserves the right to refuse orders without stating reasons.

2.5. When ordering, the Buyer shall mention the quotation number and send the order to info@axysto.com.

2.6. The Seller is not bound by a manifest error of price, description or specification appearing in a quotation, catalogue, website or order confirmation.

2.7. The Seller is entitled to use subcontractors or suppliers of its choice for the performance of the contract.

2.8. The Buyer shall timely provide all information, access, authorisations and means necessary for the performance of the contract. Any delay attributable to the Buyer automatically extends the performance deadlines.

3. Prices

3.1. All prices are expressed in euros and exclusive of VAT, unless expressly stated otherwise. Invoicing is effected from Belgium.

3.2. For prices specified by quantity, any order for a smaller quantity may result in a modification of the stated price.

3.3. The minimum order amount is €125 (excluding transport). Any order below this amount will be increased by €20 administrative costs.

3.4. Transport, packaging, insurance and assembly/installation costs are not included, unless otherwise agreed in writing.

3.5. The Seller may adjust prices in the event of changes in cost prices (raw materials, transport, wages, exchange rates, levies, …), provided the Buyer is notified in writing in advance. Confirmed orders remain unchanged, unless the cost increase exceeds 5 %.

3.6. Transport costs are invoiced at the cost applicable at the time of shipment.

3.7. Special packaging, consigned pallets or reusable packaging are invoiced separately.

3.8. Discounts, rebates or special conditions granted for one order do not create any acquired right for subsequent orders.

4. Payment

4.1. Unless otherwise agreed in writing, the following payment terms apply:

• First three orders: 50 % upon order (payable within 3 days of invoice date) and 50 % before delivery (payable within 3 days of invoice date).

• Subsequent orders: 50 % upon order (payable within 7 days of invoice date) and 50 % upon delivery (payable within 30 days of invoice date).

4.2. Invoices are payable at the registered office of the Seller, Willem Van Moerbekestraat 1A, 9500 Geraardsbergen (Belgium), or by transfer to the account indicated by the Seller.

4.3. In the event of non-payment on the due date, the following are due automatically and without prior notice of default:

• conventional interest of 1 % per month (or the statutory rate for commercial transactions if higher) as from the due date;

• a fixed compensation of 10 % of the outstanding amount, with a minimum of €125;

• all collection costs (including lawyer’s and bailiff’s fees) to be borne by the Buyer.

4.4. The issuance of bills of exchange or promissory notes does not constitute novation and does not alter the payment terms.

4.5. In the event of late payment, the Seller may suspend the performance of any outstanding order. It may also exercise the rights arising from the retention of title provided in Article 6 and take back goods that have not been paid in full.

4.6. The Buyer may not suspend its payments or set off any amounts without the prior written consent of the Seller.

5. Delivery and transfer of risk

5.1. Delivery times are always indicative and are set by mutual agreement (excluding holiday periods). The concrete time limit is communicated upon order confirmation. Exceeding the delivery time does not entitle the Buyer to compensation, price reduction, cancellation or termination, except in case of wilful misconduct or gross negligence of the Seller.

5.2. Unless otherwise indicated on the quotation, delivery is effected EXW (Incoterms 2020) Avenue des Artisans 41, 7822 Ghislenghien, Belgium.

5.3. At the Buyer’s request, the Seller may arrange transport. The additional freight and any insurance costs are borne by the Buyer. The Seller’s liability ends once the goods are collected by the carrier.

5.4. In the event of staggered deliveries requested by the Buyer, all costs related to such partial deliveries are borne by the Buyer.

5.5. The risk of loss or damage passes to the Buyer upon making the goods available or, in the case of transport organised by the Seller, upon handover to the carrier.

5.6. The Buyer is obliged to check the condition of the packaging and the contents immediately upon receipt. Any visible damage or non-conformity must be noted on the waybill/CMR in the presence of the carrier and reported immediately in writing to the Seller. Any non-conformity of the delivered material must be reported in writing to the Seller within 24 hours of receipt.

6. Retention of title

6.1. The delivered goods remain the property of the Seller until full payment of all amounts owed by the Buyer to the Seller (principal, interest, costs and any other claims).

6.2. This retention of title remains in force in the event of processing, mixing or incorporation of the goods. In that case the Seller acquires co-ownership or ownership of the new product in proportion to the value of the delivered goods.

6.3. The Buyer may not resell, pledge or encumber the goods as long as the retention of title exists, except with the prior written consent of the Seller.

6.4. In the event of total or partial non-payment on the due date, the Seller is authorised to take back the goods concerned, at the Buyer’s expense, without prejudice to all other rights and remedies.

7. Complaints, defects and warranty

7.1. Complaints or objections regarding the goods must be notified in writing within 24 hours of receipt of the goods. Complaints regarding the invoice must be notified in writing within 8 days of receipt of the invoice. After these periods the goods and the invoice respectively are deemed irrevocably accepted.

7.2. For hidden defects a complaint period of 2 months after discovery applies, with a maximum of 12 months after delivery.

7.3. Unless otherwise stipulated, the Seller grants a contractual warranty of one (1) year on the equipment, for single-shift use.

7.4. In the event of a defect occurring during the warranty period, the Buyer must obtain the prior agreement of the Seller before returning the equipment for repair. Return costs are not covered by the warranty.

7.5. The following are excluded from the warranty:

• wear parts such as rubber parts, filters, hoses, etc.;

• malfunctions due to non-compliance with installation and operating instructions, defects or deterioration resulting from abnormal conditions of use, storage or conservation by the Buyer, as well as any accident of whatever nature.

7.6. The Buyer is solely responsible for correct use, installation, maintenance and compliance with all safety instructions and manuals. The Seller is not liable for damage resulting from incorrect use, modifications by third parties or failure to comply with safety instructions.

7.7. Assembly and installation of the delivered equipment are not included, unless otherwise agreed in writing.

7.8. The Buyer is solely responsible for the integration of the products into its installation and for the compliance of that installation with applicable safety regulations, in particular the requirements relating to machinery and the protection of workers. The Buyer is required to verify the suitability of the products for its specific application before putting them into service.

8. Liability

8.1. The Seller’s total liability, for whatever cause, is limited to the amount invoiced for the relevant delivery or service, exclusive of VAT.

8.2. The Seller is never liable for indirect damage, consequential damage, loss of profit, production stoppage, loss of data, reputational damage or damage to third parties, except in case of wilful misconduct or gross negligence.

8.3. The Seller is not liable for damage caused by the Buyer, its personnel or third parties, nor for damage resulting from force majeure.

8.4. This limitation does not apply in case of wilful misconduct or gross negligence of the Seller or its agents, nor for damage to the physical integrity of persons.

8.5. The Seller cannot be held liable for the discontinuation of production or the cessation of supply of an item of equipment or a product by its supplier-manufacturer.

9. Force majeure

The Seller cannot be held liable for delay or non-performance resulting from force majeure (including but not limited to: natural disaster, pandemic, epidemic, strike, shortage of raw materials, transport problems, government measures, fire, cyberattack, failure of a supplier or any other event reasonably beyond its control). In the event of force majeure, performance deadlines are suspended for the duration of the event, without any compensation being claimable by the Buyer. The Seller may suspend delivery or terminate the contract without compensation if the force majeure situation makes performance impossible or excessively difficult.

10. Intellectual property

All intellectual property rights in the robotic tooling, software, firmware, documentation, drawings, manuals and know-how remain exclusively the property of the Seller or its licensors. The Buyer obtains only a non-exclusive, non-transferable right of use for internal purposes. Reverse engineering, decompilation or copying is prohibited, except for mandatory legal exceptions.

11. Export control and dual-use

The Buyer undertakes not to export or resell the goods to countries or persons subject to export restrictions or sanctions without the required licences. The Buyer warrants and shall fully indemnify the Seller against any loss, cost, sanction or claim resulting from non-compliance with this article.

12. Cancellation

Cancellation of a confirmed order is only possible with the written consent of the Seller. In that case the Buyer owes a fixed compensation of at least 30 % of the order value (or 100 % in the case of custom-made equipment / parts already ordered), without prejudice to the right to higher actual damages. Delays in delivery or performance do not justify cancellation. Products manufactured, configured or specially ordered for the Buyer are neither taken back nor refunded.

13. Personal data

The Seller processes personal data in accordance with the GDPR. Additional information is available via the privacy notice on the website or upon simple request.

14. Amendment of the GTC

The Seller may amend these GTC at any time. The amended version applies to all orders placed after its publication. The Buyer is deemed to have accepted the new version by placing a new order.

15. Severability

If one or more provisions of these GTC prove to be null or unenforceable, the remaining provisions remain in full force. The null provision shall be replaced by a valid provision that most closely approximates the original intention.

16. Applicable law, languages and competent courts

16.1. All agreements are exclusively governed by Belgian law. The Vienna Convention on the International Sale of Goods (CISG) is expressly excluded.

16.2. All disputes falling within the jurisdiction of the justice of the peace shall fall under the exclusive jurisdiction of the justice of the peace of Geraardsbergen. All other disputes shall fall under the exclusive jurisdiction of the courts of the judicial district of Oudenaarde.

16.3. In the event of a discrepancy between the different language versions of these GTC, the Dutch version shall prevail.