Terms of sale

Scope

These general terms of sale ("terms") apply to every sale of robots, accessories, spare parts and related services by Lammar Innovative, trading as Robot Distribution ("the seller"), to professional customers ("the customer"). They do not apply to consumers.

They prevail over the customer's general terms of purchase unless the seller accepts otherwise in writing. Special conditions stated in a quote prevail over these terms.

Quotes

Prices are given on written quote only. A quote states the products, quantities, prices, delivery terms, lead times and its validity period; without a stated period it is valid for 30 days. Specifications quoted come from the manufacturers and may change; the documents supplied with the quote prevail.

Orders

An order is formed when the customer returns the signed quote (or a purchase order referring to it) and the seller receives the deposit stated below. The seller confirms the order in writing. A change or cancellation requested by the customer after confirmation requires the seller's written agreement; costs already incurred and the deposit may be retained.

Prices

Prices are in euros, excluding VAT. VAT and any other tax are added at the rate applicable on the invoice date. Delivery, installation, commissioning and training are invoiced as stated in the quote.

Payment

Unless otherwise agreed in the quote: 30% of the price including VAT on order, 70% on delivery, by bank transfer. No discount is granted for early payment.

Any late payment automatically incurs, from the day after the due date, late-payment interest at three times the French legal interest rate and a fixed recovery indemnity of €40 (French Commercial Code, Art. L441-10 and D441-5), without prejudice to further compensation. The seller may suspend deliveries until payment.

Delivery and transfer of risk

Delivery terms (place, Incoterm, carrier) are stated in the quote. Lead times are given for information; a delay does not entitle the customer to cancel the order or to claim damages unless a firm date was agreed in writing.

Risk passes to the customer on delivery at the agreed place or, for goods collected, on handover. The customer checks the goods on receipt and records any damage or missing item on the delivery note, confirmed to the carrier by registered letter within 3 days (French Commercial Code, Art. L133-3), with a copy to the seller.

Retention of title

The goods remain the property of the seller until full payment of the price, costs and taxes (French Civil Code, Art. 2367 and following). Until then the customer may not pledge or resell them outside the normal course of business and must keep them insured and identifiable. Risk passes on delivery as stated above.

Warranty

Robots and parts are covered by the manufacturer's warranty, passed through by the seller, for the duration and under the conditions stated in the quote and the manufacturer's documents. The warranty excludes wear parts, damage from misuse, use not in line with the manufacturer's instructions, unauthorised modification or repair, and external causes.

The legal guarantees applicable between professionals also apply, in particular the guarantee against hidden defects (French Civil Code, Art. 1641 and following) and the obligation to deliver goods in conformity with the order.

After-sales and returns (RMA)

No product may be returned without a return authorisation number (RMA) issued by the seller after diagnosis, requested through the reseller area or the after-sales contact. The customer describes the fault, gives the serial number and, where possible, erases its own data. Products are returned in suitable packaging; return costs follow the warranty decision. Repairs outside warranty are quoted before work starts.

Rental and RaaS

Short, medium and long rental and Robotics-as-a-Service (RaaS) are governed by separate contracts. These terms apply to them only where those contracts refer to them.

Liability

The seller is liable only for direct damage proven by the customer. Its total liability per order is limited to the price excluding VAT of that order. Indirect damage (loss of production, revenue, data or customers) is excluded. These limits do not apply to personal injury, gross negligence or wilful misconduct.

Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. Obligations are suspended for its duration; if it lasts more than 90 days, either party may terminate the order by registered letter.

Use, compliance and data

The customer installs and operates the robots in line with the manufacturer's instructions and the safety rules of its site. Where a robot records images or data, the customer is the controller of that processing and informs the people concerned. Personal data exchanged under the contract is processed as described in the privacy policy.

Governing law and courts

These terms and every sale are governed by French law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute that cannot be settled amicably falls under the exclusive jurisdiction of the courts of Lille (France), including in case of multiple defendants or third-party claims. The French version of these terms prevails.