STANDARD TERMS AND CONDITIONS OF SALE

Business-to-Business Sales Only

Effective date: 24 August 2026

hese Standard Terms and Conditions of Sale (the “Terms”) apply to all quotations, sales, deliveries, licences and services supplied by LANDROVAL, a French société par actions simplifiée (SAS), registered with the Lyon Trade and Companies Register under number 944 802 792, with registered office at 20 B rue Simon Jallade, 69110 Sainte-Foy-lès-Lyon, France (“Landroval”), to professional customers (the “Buyer”).

These Terms do not apply to consumers.

1. Scope and Contractual Documents

1.1. These Terms apply to the sale, supply or licensing of Landroval products and services, including, without limitation, stabilized camera systems, EO/IR payloads, sensors, embedded electronics, software, firmware, algorithms, SDKs, APIs, accessories, prototypes, evaluation units, engineering services and technical support (collectively, the “Products”).

1.2. By accepting a quotation, placing an order, signing a purchase order referring to these Terms, or accepting delivery of Products, the Buyer acknowledges that it has read and accepted these Terms.

1.3. The Buyer’s own general terms and conditions of purchase shall not apply unless expressly accepted in writing by Landroval.

1.4. In the event of inconsistency, the contractual documents shall prevail in the following order:

any specific agreement signed by both parties;
Landroval’s quotation or order confirmation and any applicable statement of work;
these Terms;
the Buyer’s purchase order, solely with respect to administrative information that does not conflict with the foregoing.

Any non-disclosure agreement specifically entered into between the parties shall prevail in relation to confidentiality matters.

2. Quotations, Orders and Changes

2.1. Unless otherwise stated, Landroval quotations are valid for thirty (30) calendar days.

2.2. An order becomes binding only upon written acceptance or order confirmation by Landroval.

2.3. Landroval may refuse or suspend an order where necessary for compliance, credit, technical feasibility, production capacity, export-control or sanctions-related reasons.

2.4. Following acceptance, an order may not be cancelled, postponed or modified by the Buyer without Landroval’s prior written consent.

2.5. Any modification to specifications, quantities, configuration, delivery schedule, integration requirements or services may result in an adjustment to price, lead time and other contractual conditions.

2.6. In the event of an authorised cancellation, Landroval may invoice all work already performed, purchased or committed components, non-cancellable supplier commitments, engineering work and other reasonable costs incurred in connection with the order.

3. Product Specifications and Technical Performance

3.1. The contractual specifications of a Product are exclusively those expressly identified in Landroval’s quotation, order confirmation, applicable datasheet or agreed technical specification.

3.2. Marketing materials, presentations, demonstrations, roadmaps, preliminary specifications, test data, simulations, estimates and verbal statements are provided for information only unless expressly incorporated into the contractual specifications.

3.3. Landroval may make technical or manufacturing changes that do not materially reduce the agreed functionality or performance of the Product.

3.4. Unless expressly stated as guaranteed acceptance criteria, values relating to detection, recognition or identification ranges, stabilization accuracy, tracking performance, visual-inertial positioning, geolocation accuracy, artificial-intelligence functions, communications range and similar performance indicators may depend on environmental, optical, atmospheric, operational, platform or integration conditions and are therefore indicative.

3.5. Landroval does not warrant mission success, uninterrupted detection or tracking, navigation accuracy under all conditions, or the suitability of a Product for a specific operational scenario unless expressly agreed in writing.

4. Prices, Taxes and Payment

4.1. Prices are expressed in euros and exclusive of VAT, customs duties, import taxes, withholding taxes, transportation, insurance and other charges unless expressly stated otherwise.

4.2. Unless otherwise stated in Landroval’s quotation or order confirmation, the standard payment schedule is:

50% upon order confirmation; and
50% before shipment.

4.3. Each invoice shall be payable on the date indicated on the invoice. Where no specific payment date is stated, payment shall be due within thirty (30) calendar days from the invoice date.

4.4. Payments shall be made in cleared funds, without deduction, set-off or counterclaim except where required by mandatory law.

4.5. All banking and transfer fees charged outside Landroval’s bank shall be borne by the Buyer.

4.6. Where a withholding tax is required by applicable law, the Buyer shall, to the extent legally permissible, increase the payment so that Landroval receives the amount it would have received in the absence of such withholding. The Buyer shall promptly provide evidence of payment of any withholding tax to the relevant authority.

4.7. Any late payment shall automatically, without prior notice, give rise to late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, together with the statutory fixed recovery indemnity of EUR 40 per overdue invoice and, where justified, additional recovery costs.

4.8. In case of late payment, Landroval may suspend production, deliveries, licences, technical support or other performance until all outstanding amounts have been paid.

5. Delivery, Transfer of Risk and Retention of Title

5.1. Delivery dates are estimates unless Landroval expressly confirms a delivery date as firm in writing.

5.2. Landroval shall not be liable for reasonable delays resulting from production constraints, supplier delays, component shortages, export-control procedures, governmental authorisations, customs procedures or events beyond its reasonable control.

5.3. Delivery and transfer of risk shall be governed by the Incoterm expressly stated in the quotation or order confirmation.

Where no Incoterm is specified, delivery shall be deemed FCA Landroval’s registered office, France – Incoterms® 2020.

5.4. Landroval may make partial deliveries where reasonably necessary.

5.5. Risk of loss or damage shall transfer in accordance with the applicable Incoterm. The Buyer shall maintain adequate insurance from the time risk transfers.

5.6. LANDROVAL RETAINS TITLE TO ALL HARDWARE PRODUCTS UNTIL FULL PAYMENT OF ALL AMOUNTS DUE IN CONNECTION WITH THE RELEVANT ORDER.

The Buyer shall take all reasonable steps to preserve Landroval’s rights under this retention-of-title provision.

6. Inspection and Acceptance

6.1. The Buyer shall inspect Products promptly following delivery.

6.2. Any apparent shortage, transport damage or apparent non-conformity shall be notified to Landroval in writing, with reasonable supporting evidence, within ten (10) business days after delivery.

6.3. Where a specific Factory Acceptance Test, Site Acceptance Test or other acceptance procedure has been agreed in writing, such procedure shall prevail.

6.4. Failure to notify an apparent non-conformity within the above period shall constitute acceptance of the Products with respect to defects that were reasonably detectable during such inspection.

6.5. This clause does not exclude rights relating to latent defects or other rights that cannot lawfully be excluded.

7. Export Controls, Sanctions and End Use

7.1. The Buyer acknowledges that certain Products, software, firmware, technology, documentation or technical assistance supplied by Landroval may constitute controlled dual-use items or otherwise be subject to export-control, sanctions or restrictive-measures legislation.

7.2. The parties shall comply with all applicable export-control and sanctions legislation, including, where applicable, Regulation (EU) 2021/821, applicable European Union restrictive measures and applicable French export-control legislation.

7.3. Landroval shall be responsible for obtaining export authorisations that Landroval is legally required to obtain in its capacity as exporter from France.

The Buyer shall be responsible for obtaining any import, transit, end-use, re-transfer or other authorisations for which it is legally responsible in the relevant jurisdiction.

7.4. The Buyer shall provide Landroval promptly with complete and accurate information concerning:

the purchaser;
consignee;
ultimate end-user;
destination country;
intended end-use;
integration platform;
subsequent transfer or re-export where relevant; and
any end-user certificate or other documentation reasonably requested by Landroval or a competent authority.

7.5. The Buyer shall not use, export, re-export, transfer, resell or otherwise make available any Product, software, technology or technical information in violation of applicable export-control laws, embargoes or sanctions.

7.6. The Buyer shall not directly or indirectly use or transfer Products in connection with any prohibited nuclear, chemical, biological or other weapons-of-mass-destruction activity, or any other prohibited end-use.

7.7. Any military, security, intelligence or surveillance end-use must be lawful and, where required, duly authorised by the competent authorities.

7.8. Where applicable under European Union restrictive measures, the Buyer shall not sell, export, re-export, transfer or otherwise make covered Products or technology available, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus.

The Buyer shall implement equivalent downstream contractual restrictions where required by applicable law.

7.9. Any breach of this Article constitutes a material breach of contract. Landroval may immediately suspend or terminate the affected order or business relationship and may refuse further technical support, deliveries, licences or transfers.

The Buyer shall promptly notify Landroval of any known or suspected unauthorised diversion or re-export.

7.10. Landroval may suspend performance while conducting compliance checks or awaiting a governmental determination, licence, authorisation or clarification.

A delay or refusal by a competent authority shall not constitute a breach by Landroval.

7.11. Export-control classifications and licensing requirements may change as a result of changes in legislation, Product configuration, destination, end-user or end-use. Landroval may therefore update classifications or request additional compliance documentation at any time where reasonably required.

8. Integration, Platform Certification and Operational Responsibility

8.1. Unless expressly agreed otherwise in writing, Landroval Products are supplied as components or subsystems intended for professional integration into a larger platform or system.

8.2. The Buyer or its designated system integrator is responsible for determining whether the Product is suitable for the intended platform and application.

8.3. Unless expressly included in Landroval’s contractual scope, the Buyer is solely responsible for:

mechanical integration;
electrical integration and power supply;
thermal management;
electromagnetic compatibility at platform level;
vibration and environmental qualification of the integrated system;
communications and network architecture;
cybersecurity of the final system;
software and autopilot integration;
structural modifications;
flight testing;
operational safety;
platform-level validation;
airworthiness;
regulatory approvals;
operator approvals; and
certification of the final aircraft, UAV, vehicle or other integrated system.

8.4. Technical drawings, STEP files, API documentation, integration manuals and engineering recommendations provided by Landroval constitute integration assistance and do not constitute an approval or certification of the final integrated platform.

8.5. Unless expressly stated otherwise in a signed contractual document, the Products are not supplied with aircraft installation approval, supplemental type certification, airworthiness approval or certification for safety-critical or safety-of-life operation.

8.6. Engineering assistance provided by Landroval does not transfer system-integration or platform-certification responsibility from the Buyer to Landroval.

8.7. The Buyer shall perform appropriate ground testing, integration validation and operational testing before deploying any Product.

9. Software, Firmware and Intellectual Property

9.1. Sale of hardware does not transfer ownership of Landroval’s intellectual property.

9.2. All patents, designs, software, firmware, algorithms, models, source code, object code, APIs, SDKs, documentation, drawings, know-how, trade secrets, architecture and other intellectual property relating to the Products remain the exclusive property of Landroval or its licensors.

9.3. Where software or firmware is supplied with a Product, Landroval grants the Buyer a non-exclusive, limited licence to use such software solely for the operation and integration of the relevant Product, subject to the contractual documentation.

9.4. Unless expressly authorised in writing, the Buyer shall not:

copy or distribute Landroval proprietary software independently from the Product;
disclose proprietary source code or technical information;
reverse engineer, decompile or disassemble proprietary software or hardware; or
remove proprietary notices,

except to the limited extent that such restriction is prohibited by mandatory applicable law.

9.5. Open-source or third-party software components may be subject to their respective licence terms, which shall prevail for those components.

9.6. No source-code licence, manufacturing licence, technology-transfer licence or right to reproduce Landroval Products is granted unless expressly agreed in writing.

10. Technical Support and Engineering Services

10.1. Integration support, engineering assistance, training, custom development, on-site assistance and other services are provided only to the extent expressly included in the quotation, statement of work or other written agreement.

10.2. Unless expressly committed otherwise, technical assistance is subject to the reasonable availability of Landroval’s engineering teams.

10.3. Additional integration work, customisation, certification assistance or development requested after order confirmation may be subject to additional fees and lead times.

10.4. Technical assistance itself may be subject to export-control restrictions and may be suspended where required for compliance purposes.

11. Confidentiality

11.1. Each party shall protect confidential technical, commercial and business information received from the other party using at least reasonable care.

11.2. Confidential information shall be used solely for the performance, evaluation or integration of the relevant Products and shall not be disclosed to third parties except to employees, affiliates, advisers or subcontractors having a legitimate need to know and who are subject to appropriate confidentiality obligations.

11.3. These obligations shall not apply to information that the receiving party can demonstrate:

was already lawfully known;
becomes public without breach of confidentiality;
is received lawfully from a third party; or
is independently developed without use of the confidential information.

11.4. Confidentiality obligations shall continue for five (5) years following disclosure. Trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

11.5. Where a separate NDA exists between the parties, that NDA shall prevail.

12. Warranty

12.1. Unless otherwise specified in Landroval’s quotation, Landroval warrants that Products shall be free from material defects in workmanship and materials and substantially conform to their contractual specifications for a period of twelve (12) months from delivery.

12.2. The warranty does not cover defects or damage resulting from:

incorrect or unauthorised integration;
operation outside published specifications;
improper power supply or wiring;
accident, crash, impact or misuse;
unauthorised modification or repair;
use of incompatible third-party equipment or software;
abnormal environmental, thermal, vibration or electrical conditions;
normal wear and tear; or
failure to follow Landroval documentation.

12.3. The Buyer shall notify Landroval promptly after discovering a suspected warranty defect and shall provide logs, configuration information, photographs or other diagnostic information reasonably requested by Landroval.

12.4. Products shall not be returned without prior authorisation from Landroval.

12.5. For a valid warranty claim, Landroval may, at its option:

repair the Product;
replace the Product or affected component; or
refund or credit the price attributable to the defective Product where repair or replacement is not commercially reasonable.

12.6. Any mandatory statutory rights that cannot lawfully be excluded or limited remain unaffected.

13. Prototypes, Evaluation and Pre-Series Products

13.1. Products expressly identified as prototypes, engineering samples, evaluation units, beta products or pre-series products may contain incomplete functionality or limitations that differ from production Products.

13.2. Unless expressly agreed otherwise, such Products are intended for evaluation, development and integration testing and not for safety-critical or certified operational deployment.

13.3. Specific evaluation, loan or prototype agreements shall prevail over these Terms where applicable.

14. Liability

14.1. Landroval shall be responsible only for direct and foreseeable loss caused by a breach of its contractual obligations.

14.2. To the fullest extent permitted by applicable law, Landroval shall not be liable for indirect or consequential damages, including loss of profit, revenue, business, contract, opportunity, production, operational availability, data, mission availability, loss of use of a platform, grounding costs or the cost of substitute equipment.

14.3. LANDROVAL’S TOTAL AGGREGATE CONTRACTUAL LIABILITY ARISING FROM OR RELATING TO AN ORDER SHALL NOT EXCEED THE NET AMOUNT PAID OR PAYABLE TO LANDROVAL UNDER THE ORDER GIVING RISE TO THE CLAIM.

14.4. The limitations above shall not apply where liability cannot legally be excluded or limited, including, where applicable, liability resulting from fraud, wilful misconduct, gross negligence, death or personal injury, or mandatory product-liability provisions.

14.5. Nothing in these Terms shall operate so as to deprive Landroval’s essential contractual obligations of their substance.

14.6. Landroval shall not be liable for the design, operation, certification or safety of the Buyer’s final platform or system except to the extent directly attributable to a proven defect in a Landroval Product.

14.7. The Buyer shall be responsible for claims resulting from its unlawful use, unauthorised modification, improper integration, unauthorised export or re-export, or use of Products outside their agreed specifications.

15. Compliance with Laws

15.1. Each party shall comply with laws applicable to its own activities under the contract.

15.2. The Buyer shall use the Products only for lawful purposes and in accordance with applicable laws relating to aviation, defence, surveillance, privacy, data protection, sanctions, anti-corruption and export control.

15.3. Neither party shall offer, promise or provide any improper payment or advantage in connection with a transaction involving Landroval Products.

16. Suspension and Termination

16.1. Landroval may suspend performance immediately where:

an invoice is overdue;
required technical or compliance information has not been provided;
Landroval reasonably suspects an export-control or sanctions risk;
continued performance would violate applicable law;
the Buyer materially breaches its contractual obligations; or
the Buyer’s financial condition creates a reasonable risk of non-payment.

16.2. If a material breach is not remedied within fifteen (15) days after written notice, where the breach is capable of remedy, the non-defaulting party may terminate the affected order.

16.3. Export-control or sanctions violations, unlawful diversion, misuse of confidential technology and infringement of Landroval intellectual property may justify immediate termination without a cure period.

16.4. Termination shall not affect accrued payment obligations, confidentiality obligations, intellectual-property rights, export-control obligations or other provisions intended to survive termination.

17. Force Majeure

17.1. Neither party shall be liable for failure or delay in performing an obligation where such failure results from an event beyond its reasonable control that could not reasonably have been foreseen or avoided through appropriate measures.

17.2. Such events may include, where the legal conditions for force majeure are satisfied, natural disasters, fire, war, terrorism, civil disturbance, governmental measures, embargoes, export restrictions, cyber incidents, epidemics, major transportation disruption, industrial action or exceptional supply-chain disruption.

17.3. The affected obligations shall be suspended for the duration of the impediment.

17.4. Where the impediment becomes permanent or continues for a period making performance commercially or operationally unreasonable, either party may terminate the affected portion of the contract subject to applicable law.

18. Governing Law and Jurisdiction

18.1. These Terms and all contractual relations between Landroval and the Buyer shall be governed exclusively by French law.

18.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

18.3. The parties shall first attempt in good faith to resolve any dispute commercially.

18.4. WHERE THE BUYER CONTRACTS IN THE CAPACITY OF A MERCHANT, ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AN ORDER OR THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF LYON, FRANCE, INCLUDING IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS, EXCEPT WHERE MANDATORY LAW PROVIDES OTHERWISE.

19. Miscellaneous

19.1. Failure by either party to enforce a contractual right shall not constitute a waiver of that right.

19.2. If any provision is found invalid or unenforceable, the remaining provisions shall remain in force and the invalid provision shall be replaced, to the extent possible, by a valid provision reflecting the original commercial intent.

19.3. The Buyer may not assign or transfer an order or its contractual rights without Landroval’s prior written consent, except as permitted by mandatory law.

19.4. Landroval may use qualified subcontractors and suppliers in performing its obligations while remaining responsible for its own contractual obligations.

19.5. Electronic signatures, electronic order acceptance and electronic communications may constitute valid written evidence between the parties to the extent permitted by applicable law.

19.6. These Terms may be updated by Landroval from time to time. The version applicable to an order shall be the version made available to and accepted by the Buyer when that order is entered into.