STANDARD TERMS AND CONDITIONS OF SALE

BETWEEN: Terabee SAS, a limited liability company formed and existing under the laws of France (hereinafter “Terabee”)
AND: The entity purchasing Products or Services (hereinafter the “Customer”).

1. DEFINITIONS AND SCOPE

  • 1.1 Definitions:
    • “Products” means all hardware, components, systems, and assemblies manufactured or sold by Terabee.
    • “Services” means any technical support, integration, or consulting provided by Terabee.
    • “Software” means any firmware, binary code, or software applications embedded in or accompanying the Products.
  • 1.2 Scope: These Terms apply to all sales of Products and Services. In the event of a conflict between these Terms and any separate written agreement signed by both parties, the terms of that separate agreement shall prevail. Subject to the foregoing, these Terms supersede any Customer purchase terms, regardless of whether Terabee objects to them.
  • 1.3 Acceptance: Placing an order, signing a quote, or accepting delivery constitutes irrevocable acceptance of these Terms.

2. QUOTATIONS AND ORDERS

  • 2.1 Validity: Quotations are valid for thirty (30) days from the date of issue unless otherwise stated.
  • 2.2 Finality: An order is only binding once Terabee issues a written Order Confirmation. Once confirmed, orders cannot be cancelled or modified by the Customer without Terabee’s written consent and payment of a cancellation fee.
  • 2.3 Minimum Order Value: Terabee reserves the right to apply a minimum order value or quantity for certain Product lines.

3. PRICING AND PAYMENT

  • 3.1 Currency & Taxes: All prices are in Euros (€) unless stated otherwise. Prices are FCA (Terabee HQ) and exclude VAT, customs duties, insurance, and shipping.
  • 3.2 Payment Terms: Standard terms are Payment due upon receipt of invoice, subject to credit approval.
  • 3.3 Late Interest: Any late payment shall incur interest at a rate of three (3) times the legal interest rate in France, plus a mandatory flat recovery fee of €40 per invoice, without prejudice to Terabee’s right to claim further damages.
  • 3.4 Suspension: Terabee reserves the right to suspend deliveries if the Customer is in default of payment for any previous order.

4. DELIVERY AND LOGISTICS

  • 4.1 Incoterms: All sales are FCA (Saint-Genis-Pouilly, France) (Incoterms 2020).
  • 4.2 Risk Transfer: Risk of loss or damage passes to the Customer upon handover to the carrier.
  • 4.3 Delivery Dates: Time of delivery is not of the essence. Terabee is not liable for any liquidated damages, penalties, or consequential losses arising from delays.
  • 4.4 Duty to Inspect: Customer must notify Terabee of any visible defects or shipping errors within three (3) business days of receipt. Failure to do so constitutes final acceptance.

5. RETENTION OF TITLE

Terabee retains legal ownership of the Products until full payment of the price (including interest and costs) has been received. Until such time, Customer must store the Products separately and ensure they are clearly identifiable as Terabee property.

6. INTELLECTUAL PROPERTY & SOFTWARE LICENSE

  • 6.1 Ownership: Terabee (or its licensors) retains all rights, titles, and interests in all Intellectual Property (IP) related to the Products and Software.
  • 6.2 Software License: Customer is granted a limited, non-exclusive, non-transferable license to use the Software solely for the operation of the Product.
  • 6.3 Prohibitions: Customer shall not (and shall not permit others to) reverse engineer, decompile, or attempt to derive the source code of any Product or Software.
  • 6.4 Trademarks: Customer may not use Terabee’s name, logo, or trademarks without prior written authorization.

7. WARRANTY AND RETURNS

  • 7.1 Limited Warranty: Terabee warrants that Products will be free from material defects for twelve (12) months from delivery.
  • 7.2 Exclusions: Warranty is void if the Product is:
    • Modified, repaired, or altered by unauthorized parties.
    • Used in environments exceeding specifications (e.g., extreme temperatures, moisture).
    • Subjected to misuse, negligence, or improper installation.
  • 7.3 RMA Process: No Products may be returned without a Return Merchandise Authorization (RMA) number issued by Terabee. Returns must be shipped DDP (Delivered Duty Paid) to Terabee’s facility.

8. LIMITATION OF LIABILITY

  • 8.1 Cap on Damages: Terabee’s maximum aggregate liability for any claim shall not exceed the amount actually paid by Customer for the specific Products giving rise to the claim.
  • 8.2 Exclusion of Consequential Loss: Terabee is not liable for loss of profit, loss of data, business interruption, or any indirect, special, or punitive damages.
  • 8.3 High-Risk Use: Terabee Products are not certified for use in life-support systems, nuclear facilities, or critical aviation/military applications. Use in such scenarios is at the Customer’s sole risk.

9. EXPORT CONTROL AND SANCTIONS

Customer acknowledges that Products may be subject to EU, US, and local export control laws. Customer warrants that:

  • They are not located in a sanctioned country.
  • They will not export Products to restricted parties or for prohibited end-uses (e.g., chemical, biological, or nuclear weapons).
  • They will obtain all necessary export licenses before re-exporting.

10. CONFIDENTIALITY

The parties shall keep confidential all non-public information, including prices, technical drawings, and business strategies. This obligation survives for three (3) years following the termination of the commercial relationship.

11. DATA PROTECTION (GDPR)

Terabee processes personal data (e.g., contact names, emails) in accordance with the General Data Protection Regulation (EU 2016/679). Customer consents to the use of such data for order fulfillment and relationship management.

12. TERMINATION

Either party may terminate an order or this agreement immediately if:

  • The other party commits a material breach and fails to remedy it within thirty (30) days of notice.
  • The other party enters insolvency, liquidation, or bankruptcy proceedings.

13. FORCE MAJEURE

Terabee shall not be liable for any failure to perform due to events beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, energy shortages, or global supply chain disruptions (e.g., semiconductor shortages).

14. GOVERNING LAW AND DISPUTE RESOLUTION

  • 14.1 Governing Law: These Terms are governed by the laws of France. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
  • 14.2 Jurisdiction: Any dispute that cannot be settled amicably within sixty (60) days shall be subject to the exclusive jurisdiction of the Courts of Paris, France.

15. MISCELLANEOUS

  • 15.1 Assignment and Subcontracting: Customer shall not assign, delegate, or transfer any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Terabee. Terabee may assign its rights or subcontract its obligations to any subsidiary or affiliate, or in connection with a merger, acquisition, or sale of substantially all of its assets, without Customer’s consent.
  • 15.2 Relationship of the Parties: The relationship between Terabee and Customer is that of independent contractors. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other.
  • 15.3 No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.
  • 15.4 Severability: If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity shall not affect any other term. The parties shall negotiate in good faith to modify these Terms to effect the original intent as closely as possible.
  • 15.5 Survival: The provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of an order, including but not limited to: Section 5 (Retention of Title), Section 6 (Intellectual Property), Section 7 (Warranty), Section 8 (Limitation of Liability), Section 10 (Confidentiality), and Section 14 (Governing Law).
  • 15.6 Waiver: No waiver by Terabee of any of the provisions of these Terms is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right or remedy shall operate as a waiver thereof.
  • 15.7 Language: These Terms are drafted in English. If they are translated into any other language, the English version shall prevail in the event of a conflict or ambiguity.

16. SUSTAINABILITY, ETHICS, AND COMPLIANCE

  • 16.1 Business Ethics: Both parties agree to comply with all applicable anti-corruption and anti-bribery laws, including the French Loi Sapin II, the UK Bribery Act, and the US Foreign Corrupt Practices Act (FCPA). Customer warrants that it has not and will not offer or give any improper advantage to any employee or representative of Terabee.
  • 16.2 Modern Slavery: Customer represents and warrants that it does not engage in any form of forced labor, slavery, or human trafficking, and that it complies with all applicable labor laws regarding minimum wage and working hours.
  • 16.3 Environmental Compliance (WEEE/RoHS): Customer is responsible for the disposal of Products at the end of their life cycle in accordance with the WEEE Directive (Waste Electrical and Electronic Equipment) or local equivalents in the territory of use, unless otherwise agreed in writing.
  • 16.4 Conflict Minerals: Terabee strives to ensure its supply chain is free of conflict minerals. Upon reasonable request, Customer shall provide information regarding the destination and end-use of the Products to assist Terabee in its regulatory reporting.

17. CONTACT AND NOTICES

All notices, requests, or claims must be in writing and sent to:

Terabee SAS
Attn: Legal Department
55 Rue Auguste Piccard, Bât. C, Technoparc,
01630, Saint-Genis-Pouilly, France

Email: legal@terabee.com

Phone: +33 (0)6 23 60 01 48


FEBRUARY 2026