GENERAL TERMS & CONDITIONS OF SALE – Last updated: 2026-7-23
INTEGRALITY
1.1 – These General Terms and Conditions express the entirety of the obligations of the parties, unless otherwise agreed in writing between Shark Robotics (hereinafter referred to as the « Seller ») and the Customer. Consequently, in the absence of a special agreement, the Customer is deemed to accept them without reservation in connection with the sale of the Products. The Products are all the items, sold or supplied by the Seller as they appear in the Purchase Order signed by the Customer. The Purchase Order means the quote signed by the Customer.
1.2 – The Seller and the Customer agree that these General Conditions, any stipulations contained in the Purchase Order, user manuals or in approved Special Conditions exclusively govern their contractual relationship. The Seller reserves the right to modify its General Terms and Conditions from time to time. The General Conditions applicable to the Customer are those in force on the date of signature of the Purchase Order.
All other documents, prospectuses, catalogs or photographs of the Products have no contractual value which the Customer acknowledges.
1.3 – The nullity of a clause does not entail the nullity of the General Terms and Conditions of Sale.
1.4 – The temporary or permanent non-application of one or more clauses of the General Conditions by the Seller does not entail waiver on his part of the other clauses of the General Terms and Conditions which continue to produce their effect.
FORMATION OF THE CONTRACT
2 – The sale is concluded by the written acceptance by the Seller of the Customer’s order. If the Seller has set a period of validity of his offer, he is only bound to do so until the expiry of this period. In principle, the period of validity of the offer is one month from the date of the quote.
In the event that the parties agree on special conditions, these must be in writing. They will be referred to in the Purchase Order or any other attached document and in case of contradiction, they will prevail over the General Terms and Conditions of Sale.
PRICES AND TERMS OF PAYMENT
3.1 – The selling prices of the Products are indicated in euros, excluding taxes and are exclusive of any customs duties and any other fiscal or parafiscal tax payable according to the legislation of the country of delivery, which remain the responsibility of the Customer.
3.2 – They take into account the VAT applicable on the day of the Purchase Order and any change in the rate applicable to VAT will automatically be reflected in the price of the Products.
3.3 – The selling prices must be understood by application of Incoterms EXW – Shark Robotics – 8 rue des Rivauds – 17000 La Rochelle (Incoterms CCI 2020). Consequently, the prices do not take into account the costs of delivery, transport and any shipping costs invoiced in addition, which remain the responsibility of the Customer.
Costs relating to documentary credit are the responsibility of the Customer.
3.4 – The Customer is invited to inquire with the competent services of the country of delivery of the Product before validating his order.
3.5 – If one or more taxes or contributions, including environmental taxes, were to be created or modified, up or down, this change may be reflected in the selling price of the Products.
3.6 – The Seller grants itself the right to modify its prices at any time. However, the Seller undertakes to invoice the Product ordered at the price indicated in the Purchase Order, subject to the price revision clause.
3.7 – The prices of the Purchase Order may be indexed, at the discretion of the Seller, according to the variation of the “indice de prix de production de l’industrie française pour les marchés extérieurs –CPF 28 − Machines et équipements n.c.a Identifiant 010535162”published by INSEE. The reference index is the one that exists on the day the Purchase Order is signed and will be compared to that existing on the day the Product is made available. If the aforementioned index has disappeared at the time of calculation of the amount of indexation, the calculation is made according to the annual index of the revised hourly labor cost.
3.8 – When registering the order, the Customer must pay a deposit of at least 50% of the total amount of the Purchase Order unless otherwise stipulated in the Special Conditions. The balance will be paid upon availability of the Product according to Incoterms EXW – Shark Robotics – 8 rue des rivauds – 17000 La Rochelle. The Customer expressly acknowledges that no Product may be shipped without full payment of the agreed price.
The deadline for payment of invoices is no more than 30 days after receipt of the invoice.
3.9 – Late or non-payment
In the event of late or non payment of any sum due to the Seller and from the first day of delay until full payment, without prior formal notice, the sum due will accrue interest for the benefit of the Seller at the rate of 3 x the legal interest rate, this rate being equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. In this case, the rate applicable during the first half of the year concerned is the rate in force on January 1st of the year in question. For the second half of the year concerned, it is the rate in force on July 1st of the year in question. In addition, the Customer is automatically liable to pay a fixed indemnity of €40 for recovery costs. Where the recovery costs incurred exceed the amount of this fixed indemnity, the Seller will charge the Customer (which the latter acknowledges) for the costs incurred for the recovery of the debt (fees, expenses, disbursements).
DELIVERY – TRANSFER OF RISKS
4.1 – The delivery of the Product and the associated transfer of risks is carried out as soon as it has been made available to the Customer at the Seller’s premises by application of the Incoterms EXW Shark Robotics – 8 rue des rivauds – 17000 La Rochelle – FRANCE (Incoterms CCI 2020) and this, without completion of customs formalities for export and without loading on any pick-up vehicle.
4.2 – Where a Factory Acceptance Test (« FAT ») is provided for in the Purchase Order or in special conditions agreed in writing between the Seller and the Customer, the Product shall not be deemed made available to the Customer before completion of the FAT; should the FAT reveal a non-conformity, the Seller shall remedy it and a new FAT date shall be set, without this triggering the consequences set out below.
4.3 – The date of availability of the Product (or, where a FAT applies, the date of its completion) is communicated by email to the Customer. From the notification of the date of availability, the Customer will have a period of 15 calendar days to collect the Product. After this period, the Customer will be debtor of the risks of the Product and guarding fees of € 1,000 per day of delay until the collection of the Product.
The packaging and the choice of the carrier are to be defined by the Customer and at his expense.
The availability time indicated in the Purchase Order is in no way guaranteed by the Seller.
Consequently, any reasonable delay in the delivery of the Products may not give rise to the benefit of the Customer to:
– the award of damages or any other sum;
– cancellation of the order.
4.4 – Partial deliveries
The Customer is obliged to accept a partial delivery of the Product and to pay its full price at the time of its availability without being able to demand from the Seller a complete availability. Any partial delivery gives rise to separate invoicing.
QUALITY CONTROL
5.1 – The Seller ensures strict quality control before making the Product available to the Customer according to an internal process [Appendix 1].
5.2 – The Customer has a period of 15 calendar days from receipt of the Product at his premises to formulate, in writing, any reservation on the quality control report that will have been given to him no later than the day of receipt of the Product.
5.3 – In the absence of notification of reservation within this period, the Customer will be deemed to have accepted the Product and will consider it as definitively compliant in all points. In such a case, the Customer will be required to send the countersigned quality control report within 30 days of receipt of the Product.
TRAINING
6 – The Seller’s Products require appropriate training provided by the Seller to the Customer. The Seller recommends that any order for a Robot Product be completed with the appropriate training before the Product is put into service.
In the absence of training of the Customer, the Seller will not be liable for any damage occurring during the use of the Product.
GUARANTEE
7.1 – Extent:
The warranties set forth in this Section 7 are exclusive of all others, whether express or implied.
No warranty claim may be accepted by the Seller if the Customer has not paid the total price of the Product.
The Products (except batteries) are guaranteed against any material or manufacturing defect for a period of 12 months from the date of delivery. Batteries are guaranteed against any material or manufacturing defect for a period of 6 months form the date of delivery. The date of delivery means the date when the Product is on the customer’s premises.
Seller warrants that any Product conforms to the specifications of the technical documents and is free from defects in material, design or workmanship.
This guarantee covers the repair or replacement of any Product or component affected by a material, design or manufacturing defect, including in particular any resulting breakdown, malfunction or structural failure of the Product. It does not cover the maintenance requirements of the Product, which fall outside the scope of this guarantee and are addressed, where applicable, through the maintenance services referred to in Article 7.5.
7.2 – Implementation of the guarantee
The Customer must inform the Seller in writing of any event that may give rise to a warranty claim within 8 calendar days of becoming aware of the fact giving rise to the right to warranty. The warranty call must state as precisely as possible the failure identified and the circumstances in which it arose. The warranty period of a Product is suspended for the duration of repair or replacement of the Product. This suspension ceases and the warranty period begins to run again on the date of repair or replacement of the equipment by the Seller. The warranty period for accessories, added or repaired parts or equipment replacement will not exceed the initial warranty period of the Product.
During the warranty period, the Seller will carry out, at its option, the exchange or repair of any Product or element of the Product recognized by it as defective or non-compliant, to the express exclusion of any incidental costs such as towing, transport, disassembly and reassembly on other equipment or the consequences of the immobilization of the equipment.
The exchanged Product or replaced part must be returned if requested by the Seller.
7.3 – Disclaimers of Warranties
The warranty does not apply to:
– Products that have been modified or repaired with parts not supplied by the Seller or that have been repaired under conditions not previously approved by the Seller or that have not been used, retained or maintained under the conditions agreed between the Customer and the Seller.
– The consequences of normal wear and tear of the Product;
– Products for which the Customer has not followed the Seller’s recommendations during a warranty claim, such as any precautionary measures that may be necessary to guard against any aggravation of the damage suffered.
– The consequences of accidental damage and/or due to conflict, inappropriate use or use not in accordance with its intended purpose, the applicable regulations or the instructions of the Seller, negligence, deliberate acceptance of risks by the Customer, improper storage or maintenance,
– At a lack of supervision, inexperience or lack of qualification of a user or user who does not have adequate or valid training, authorizations, permits or work cards.
– Parts and ancillary equipment from another manufacturer.
It is also expressly recalled that the wear parts of the Products that must be regularly replaced (see technical specifications) can not give rise to a warranty claim.
7.4 – Maintenance
After the end of the warranty period, the Seller offers the Customer the possibility to subscribe to a separate maintenance contract, covering preventive maintenance (scheduled inspections and servicing of the Product) and corrective maintenance (repair of incidents arising from the Product’s normal use).
All related costs will be paid by the Customer: assistance, diagnosis, shipping costs to and from the site, repairs, replacements as well as site visits, dismantling and installation.
Customers wishing to benefit from such coverage should contact the Seller to obtain the applicable terms.
LIMITATION OF SELLER’S LIABILITY
8.1 – The mechanical, electrical, electronic, and design drawings of the Products are submitted as a suggestion taking into account the basic data that the Customer has specified to the Seller.
The Customer is fully responsible for checking and verifying whether they meet the requirements of the application in question.
8.2 – Unless otherwise specifically agreed in writing between the Seller and the Customer, in the event of non-execution, poor execution or delay in the execution by the Seller of any of the obligations provided for herein, whatever the cause, the prejudice which would result therefrom for the Customer can never be repaired beyond the amounts of civil liability insurance cover taken out and maintained in force by the Seller at the date of the event giving rise to the damage, without further compensation, penalty or costs for the benefit of the Client.
The Seller’s liability is limited to compensation for direct and foreseeable material damage, attributable to a fault of the Seller and proven by the Customer.
The Seller shall not be liable for any indirect, consequential, incidental, special or punitive loss or damage, including without limitation loss of production, turnover, profit, revenue, customers or stored goods, damage to reputation, image or goodwill, or any claim brought by a third party against the Customer, arising out of or in connection with these T&Cs.
The Seller shall not be liable, and the Customer shall not be entitled to any compensation, in the event of:
– Force majeure or any fortuitous event;
– Non-compliant use of the Product, handling not in accordance with the Seller’s instructions, or failure to comply with the instructions for use, storage or maintenance of the Product;
– Any modification, intervention or repair of the Product carried out without the Seller’s prior written approval;
– A non-compliant technical environment (power supply, network or any other equipment not supplied by the Seller);
– Damage resulting from an act or omission of the Customer, its employees, agents or any third part.
In all cases, it is up to the Customer to prove the fault of the Seller, the reality and the amount of his damage and the direct causal link between the fault and the damage. It is also the Customer’s responsibility to guard against any aggravation of his damage or to immediately take the necessary measures to reduce his damage, by taking any reasonably necessary measure.
OWNERSHIP RETENTION CLAUSE
9 – The Seller retains ownership of the Products sold until full payment of the price, in principal and accessories. If delivery has already taken place, the Customer undertakes, as long as ownership is not transferred to him, to take all necessary precautions for the proper conservation of the Products and to return to the Seller any Product not fully paid, at the Seller’s request.
In the event of non-payment duly noted after formal notice sent to the Customer remained unsuccessful for 15 calendar days, the Seller reserves the right to repossess the Product. The Seller is already authorized to enter the premises where the Product is located to collect it through any third party designated by him. The Customer undertakes to return it in good condition, with the exception of normal wear and tear. The Customer is responsible for the costs associated with the repossession of the Product.
If the Customer is subject to recovery, compulsory liquidation, insolvency proceedings or an equivalent measure in the Customer’s country, the Seller reserves the right to claim the Products sold and remained unpaid.
TERMINATION CLAUSE
10 – If within 15 days of the implementation of the « Late payment » clause provided for in Article 3.9 of these GTC, the Customer has not paid the sums due, the sale may be automatically cancelled to the exclusive detriment of the Customer and may give rise to the right to the award of damages for the benefit of the Seller.
FORCE MAJEURE
Orders are executable, after their acceptance and receipt of purchase orders except technical unavailability. The deadlines are given as an indication and any delays can not motivate, neither compensation on the part of the Seller, nor refusal of the Products on the part of the Customer.
All facts corresponding to the conditions of Article 1218 paragraph 1 of the Civil Code such as: mobilization, war, acts of terrorism, strike, epidemic, cataclysm, fire, shortage of means of transport, cold wave, strike of the Seller’s staff or any other similar facts, automatically suspend the execution of orders and release the Seller from any liability and any damages whatsoever for a delay in delivery or non-execution of orders. The Seller cannot be held liable for damages, of any nature whatsoever, resulting from one of the above events, occurring after the Product has been made available.
FINAL DESTINATION CONTROL
11 – The sale of all or part of the Products, subject to these General Conditions, may be subject to French regulations, the regulations of the European Union or any other State regarding final destination control and therefore be subject to the issuance of export licenses whose rejection or non-renewal by the governmental authorities, shall not engage the responsibility of the Seller or release the Customer from his obligation to pay the agreed price.
The Customer undertakes to inform himself prior to the acquisition of any Product to the regulations applicable to the Product according to the destination he plans to give him and undertakes to comply with all provisions, to obtain any authorization that may be required by the said authorities in application of these regulations, so that the Seller is not worried.
INTELLECTUAL PROPERTY
12 – The Customer does not acquire any intellectual and/or industrial property rights relating to the Products.
All elements, databases, trademarks, drawings, models, logos, graphics, drawings, studies or others, appearing on the Seller’s Products or on its sales media or on any document, whatever its medium, brought to the attention of the Customer from the pre-contractual period are the exclusive property of the Seller or its suppliers and are in no way susceptible to appropriation or adaptation.
The Customer may not, therefore, and under any circumstances, adapt and reproduce all or part of the Products or the documentation or data relating to the Products, nor proceed to the « reverse engineering » of the Products if this is possible.
The Customer may under no circumstances remove any visual identification element of the Product and in particular the affixing of the brand, the name of the model.
Any transfer or concession of intellectual or industrial property rights must be the subject of a specific written agreement specifying in particular the nature of the rights concerned, the duration of the transfer or concession, the geographical scope and the price.
The content of certain Products may be subject to copyright.
Any use of these products or their contents in violation of intellectual property law is punishable by infringement of the law.
OPERATIONAL DATA
13 – For the purposes of this Article, the following terms shall have the following meanings:
“Raw Data”: refers to any information, signal, measurement, recording or technical output generated by the Products during operations (including telemetry, positional, navigational, environmental, payload, thermal/fire-detection sensor, systems health and communications data, together with associated metadata), which are not appropriable as such under French law.
“Processed Data”: refers to Raw Data (i) organized, structured, analyzed, aggregated or otherwise processed by the Seller through software, an interface, a dashboard or any other communication means, and/or (ii) organized within one or more databases owned by the Seller and protected as such under Articles L.341-1 et seq. of the French Intellectual Property Code.
The Customer’s access to the Raw Data generated by the use of the Products is governed by Regulation (EU) 2023/2854 (“Data Act”), when applicable.
Unless otherwise specified, the use of Processed Data by the Customer shall be for internal and non-commercial purposes.
The Seller holds an exclusive tight to collect, use and exploit the Raw Data and Processed Data, notably for the purposes of:
– predictive maintenance and improvement of the Products;
– mission replay for diagnostic, training or incident-analysis purposes;
– research and development, including the training of artificial intelligence and detection models;
– development of new services or features.
This clause is applicable worldwide and for the legal period of protection concerned by the applicable intellectual property rights.
PERSONAL DATA
14 – For the purposes of the performance of the contractual relationship with the Customer, the Seller collects and processes personal data relating to the Customer and its authorised users, in order to manage the commercial relationship, perform the contract, prevent fraud and unpaid invoices, and enforce its rights. This data is kept for the duration of the contractual relationship.
The Seller undertakes to comply with the applicable regulations on the protection of personal data, in particular Law No. 78-17 of January 6th, 1978 on data processing, data files and civil liberties, as amended by Law No. 2018-493 of June 20th, 2018, and Regulation (EU) 2016/679 of April 27th, 2016 (GDPR).
The Customer has a right of access, rectification, erasure, objection, portability and restriction with respect to its personal data, which it may exercise by written request to the Seller.
The Seller undertakes to implement all technical and organizational measures necessary to ensure the confidentiality and security of the personal data processed. Should a data breach be identified that is likely to result in a high risk to the rights and freedoms of the persons concerned, the Seller shall inform them without undue delay.
Personal data is processed solely by the Seller’s authorized personnel and is never sold, assigned, rented or disclosed to third parties, except where required by law or requested by a competent authority.
APPLICABLE LAW – LANGUAGE
15 – French law is applicable to the pre-contractual and contractual relationship between the Seller and the Customer.
The General Terms and Conditions and contractual documents are written in English. In case of translation of these documents and difference between the English version and the translated version, only the English version shall prevail between the parties.
DISPUTE
16.1 – If a dispute arising out of or in connection with these T&Cs (hereinafter referred to as the “Dispute”) has not been resolved through direct negotiation, the Seller or the Customer may refer the Dispute to mediation under the ICC Mediation Rules in force at the date of the Request for Mediation.
The Parties may jointly nominate a mediator for confirmation by the ICC Centre. In the absence of a joint nomination within ten (10) days of the filing of the Request for Mediation, the ICC Centre shall appoint a mediator after consulting the Seller and the Customer.
The mediation proceedings, including their existence, content and outcome, shall be strictly confidential and shall not be disclosed to any third party without the prior written consent of the Seller and the Customer.
16.2 – If the Dispute has not been settled within forty-five (45) days of the filling of the request for Mediation, the Seller or the Customer may refer the Dispute to arbitration under the 2026 Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) in force at the date of the request for Arbitration.
a) Tribunal composition: The arbitral tribunal shall consist of a sole arbitrator. The Seller and the Customer may jointly nominate the sole arbitrator within thirty (30) days of the date on which the request for Arbitration is received by the respondent. Failing such joint nomination, the sole arbitrator shall be appointed by the ICC Court in accordance with the ICC Rules.
b) Seat and venue: The seat of the arbitration shall be Paris, France. Hearings may be conducted at any location agreed by the Seller and the Customer and the arbitral tribunal.
c) Language: The language of the arbitration shall be English.
d) Confidentiality: The arbitration proceedings, including all submissions, evidence, awards and orders, shall be confidential. The Seller and the Customer undertake not to disclose any information relating to the arbitration to any third party without the prior written consent of the other party, except to the extent required by applicable law, regulatory obligation or for the purposes of enforcement of an award.
e) Interim and emergency measures: Nothing in this Article shall prevent the Seller or the Customer from seeking interim or emergency measures of protection before any competent court or before the Emergency Arbitrator pursuant to the Emergency Arbitrator Provisions of the ICC Rules, prior to the constitution of the arbitral tribunal or at any time thereafter. The application for such measures shall not be deemed a waiver of this arbitration agreement.
f) Award: The award of the arbitral tribunal shall be final, binding and enforceable against the Seller and the Customer.
The Seller and the Customer irrevocably waive any right of appeal or challenge to the award to the fullest extent permitted by the law of the seat. Enforcement of the award shall not be contested on any ground that was or could have been raised in the course of the arbitration proceedings.
g) Amiable compositeur: The arbitral tribunal shall decide the Dispute in accordance with the governing law designated in Article 15. The Seller and the Customer expressly waive the right to request the tribunal to act as amiable compositeur or to decide ex aequo et bono, unless they agree otherwise in writing at the time the Dispute is referred to arbitration.