Verkaufsbedingungen

TERMS AND CONDITIONS OF SALE

Last updated: September 30, 2026

These Terms and Conditions of Sale ("Terms of Sale") apply to the sale of products and, where applicable, related services by Ethylowheel ("Ethylowheel", "we", "us", "our" or the "Seller").

They apply to purchases made through our online store and, where expressly incorporated into a quotation, order confirmation, purchase agreement or other commercial document, to sales made directly by Ethylowheel.

These Terms of Sale should be read together with our Terms of Service, Privacy Policy, Refund Policy and Shipping Policy.

Nothing in these Terms of Sale limits any mandatory rights available to consumers under applicable law.

1. DEFINITIONS

For the purposes of these Terms of Sale:

• Buyer means the individual or legal entity purchasing Products or Services from Ethylowheel.
• Consumer means an individual acting for purposes outside their trade, business, craft or profession.
• Business Customer means a Buyer acting for professional or commercial purposes.
• Products means physical products sold by Ethylowheel, including EthyloKey devices and any embedded firmware supplied with them.
• Services means any services expressly supplied by Ethylowheel, including where applicable development, integration, training, support, testing or other professional services.
• Software means software, applications, firmware and other computer programs supplied or licensed by Ethylowheel.
• Order means an order submitted by a Buyer for Products or Services.
• Order Confirmation means confirmation by Ethylowheel that an Order has been accepted.

2. APPLICATION OF THESE TERMS

These Terms of Sale form part of each contract for the purchase of Products or Services from Ethylowheel, unless otherwise expressly agreed in writing.

For Business Customers, any purchasing terms or other contractual conditions issued by the Buyer shall not apply unless expressly accepted in writing by Ethylowheel.

Where specific written terms agreed between Ethylowheel and a Buyer conflict with these Terms of Sale, the specifically agreed written terms shall prevail.

3. PRODUCT INFORMATION AND INTENDED USE

We make reasonable efforts to describe our Products accurately.

Product specifications, appearance, packaging, software, firmware, interfaces and functionality may evolve over time, provided that any changes comply with applicable law and do not materially deprive the Buyer of functionality contractually promised at the time of purchase.

EthyloKey is a prevention and information tool. It is not an approved or legally certified breathalyser, is not a medical device, and does not determine whether a person is fit or legally permitted to drive.

The EthyloKey device provides a green, amber or red category. It does not provide a certified or legally enforceable blood alcohol concentration measurement.

Further rules governing the use of EthyloKey, including measurement limitations, possible errors, user responsibility and safety information, are set out in our Terms of Service and user documentation.

4. ORDERS AND CONTRACT FORMATION

By submitting an Order, the Buyer makes an offer to purchase the Products or Services included in that Order.

A contract is formed when Ethylowheel accepts the Order, including by sending an Order Confirmation or dispatch confirmation, depending on the applicable purchasing process.

We may refuse or cancel an Order where reasonably justified, including in cases of:

• payment failure;
• suspected fraud;
• manifest pricing or description error;
• product unavailability;
• legal, regulatory, sanctions or export restrictions;
• quantities reasonably indicating unauthorized resale;
• delivery to a location we cannot serve.

If we cancel an Order after payment has been collected, the relevant amount will be refunded in accordance with applicable law.

5. PRE-ORDERS AND PRODUCTION BATCHES

Certain EthyloKey Products may be offered for pre-order before they are available for immediate shipment.

The applicable estimated delivery period or production batch is displayed at the time of purchase.

By placing a pre-order, the Buyer acknowledges that the Product is not immediately available and agrees to the delivery period displayed at the time of purchase.

Production schedules may be affected by manufacturing, component availability, quality-control requirements, logistics, regulatory requirements, customs or other circumstances outside our reasonable control.

If a material delay occurs, we will provide information to affected Buyers and respect any mandatory rights available under applicable consumer law.

6. PRICES AND TAXES

Prices applicable to online Consumer purchases are displayed during the ordering process.

Where required by applicable law, Consumer prices include applicable VAT or other taxes.

Shipping costs and any additional charges payable to Ethylowheel are displayed before the Order is submitted.

For shipments outside the relevant domestic or customs area, import duties, taxes, customs fees or carrier charges may apply. Where these charges are not collected by Ethylowheel at checkout, they may be payable separately by the recipient.

For individually negotiated Business Customer transactions, prices, taxes, transport charges and other commercial conditions may be specified separately in a quotation or commercial agreement.

7. PAYMENT

Unless otherwise agreed, payment is due at the time of Order.

Payment methods available for online purchases are displayed at checkout.

Payment processing may be provided by third-party payment service providers. Ethylowheel does not necessarily receive or store full payment-card details.

Business Customers

Where Ethylowheel agrees to deferred payment terms with a Business Customer, the applicable payment deadline will be stated on the invoice or commercial agreement.

Late-payment penalties shall become payable automatically from the day following the payment due date, without prior reminder, at the rate specified on the applicable invoice or agreement, subject to the minimum rate required by French law.

For transactions between professionals governed by French law, the Business Customer shall also owe the statutory fixed recovery indemnity applicable to late payments, currently €40, without prejudice to any additional recovery costs recoverable under applicable law.

8. DELIVERY

Delivery conditions for online orders are described in our Shipping Policy.

Estimated delivery periods applicable to pre-orders are displayed when the Order is placed.

For Consumers, the risk of loss or damage to the Product passes when the Consumer, or a third party designated by the Consumer other than the carrier, physically takes possession of the Product, except where applicable law provides otherwise.

For Business Customers, alternative delivery terms, including Incoterms, may be agreed in writing for a specific transaction.

No Incoterm shall apply to an online Consumer purchase unless expressly stated and legally applicable.

9. INSPECTION AND DELIVERY ISSUES

Buyers are encouraged to inspect the package and Product after delivery.

If a Product arrives damaged, incomplete or incorrect, the Buyer should contact us as soon as reasonably possible at contact@ethylokey.com.

Any request to notify Ethylowheel promptly of transport damage does not limit the statutory rights of Consumers and does not cause a Consumer to lose the benefit of a legal guarantee merely because notification was not made within a specified number of days.

Business Customers must inspect Products promptly after delivery and notify Ethylowheel of any apparent shortage, transport damage or non-conformity within a reasonable period and, where a specific commercial agreement provides a notification period, within that agreed period.

10. CONSUMER RIGHT OF WITHDRAWAL

Where a Consumer is legally entitled to withdraw from a distance purchase, the Consumer may exercise that right in accordance with applicable law and our Refund Policy.

For eligible Consumer purchases within the European Union, the statutory withdrawal period is generally 14 days from receipt of the Product.

The Consumer must notify us of the decision to withdraw within the applicable withdrawal period.

Further details regarding returns, return costs, refunds and any applicable exceptions are set out in our Refund Policy.

Nothing in these Terms limits any mandatory statutory right of withdrawal.

11. LEGAL GUARANTEE OF CONFORMITY — CONSUMERS

12. COMMERCIAL WARRANTY

Unless Ethylowheel expressly provides a separate written commercial warranty for a Product, no additional voluntary commercial warranty is granted beyond the statutory guarantees applicable by law.

If a commercial warranty is offered, its duration, scope, exclusions and implementation conditions will be provided separately.

Any commercial warranty is additional to, and does not replace or restrict, mandatory statutory guarantees.

13. EXCLUSIONS FROM COMMERCIAL WARRANTY

To the extent relevant to any voluntary commercial warranty and without affecting mandatory statutory rights, coverage may be excluded where damage results from:

• misuse or use contrary to the user instructions;
• accident, impact, crushing, liquid exposure or other external damage not resulting from a Product defect;
• unauthorized repair or modification;
• opening, dismantling or tampering with the Product;
• installation of unauthorized firmware or software;
• intentional contamination or alteration of the sensor;
• use outside the operating conditions specified in the documentation;
• normal wear and tear where not otherwise covered by mandatory law.

14. SOFTWARE AND FIRMWARE LICENCE

Software and firmware supplied with or used in connection with EthyloKey are licensed and not sold.

Subject to these Terms and the Terms of Service, Ethylowheel grants the Buyer a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Software and firmware solely for the normal operation of the Product and Services.

No ownership of any Software, firmware, source code, algorithms, models, know-how or intellectual property is transferred to the Buyer.

15. INTELLECTUAL PROPERTY

All intellectual property rights relating to EthyloKey, its Products and Services remain the property of Ethylowheel or its licensors.

This includes, without limitation:

• hardware designs and electronic architecture;
• industrial designs;
• firmware and software;
• source code and object code;
• algorithms and classification logic;
• signal-processing methods;
• calibration methods;
• thresholds, coefficients and technical parameters;
• sensor-processing methods;
• mathematical models;
• communication protocols;
• databases and proprietary datasets;
• technical documentation;
• patents, patent applications and registered designs;
• trade secrets, confidential information and know-how;
• trademarks, logos, product names and visual assets.

Purchasing a Product transfers ownership of the physical Product only. It does not transfer any ownership or licence in Ethylowheel's underlying technology except for the limited rights of use expressly granted under these Terms.

16. PROHIBITION OF REVERSE ENGINEERING AND TECHNOLOGY EXTRACTION

Except to the extent expressly permitted by mandatory applicable law, the Buyer must not, directly or indirectly:

• reverse engineer, decompile, disassemble, decode or attempt to derive the source code, firmware, architecture, internal logic or operation of the Products or Software;
• attempt to discover, infer, extract, reconstruct, replicate or reproduce Ethylowheel's algorithms, classification methods, mathematical models, calibration methods, thresholds, coefficients, parameters or decision logic;
• systematically capture, extract or reconstruct proprietary internal sensor outputs, calibration information, debug information, communication protocols or technical signals for the purpose of reproducing or competing with EthyloKey technology;
• circumvent, disable or interfere with encryption, authentication, firmware protections, security mechanisms, access restrictions or anti-tampering measures;
• modify or create derivative works from protected Software, firmware or algorithms;
• remove, conceal or alter copyright, trademark, patent, ownership or confidentiality notices;
• use EthyloKey, its internal outputs or technology derived from it to develop, train, validate, improve, manufacture or assist with a competing product or technology in violation of Ethylowheel's intellectual property rights or these Terms;
• authorize, assist or enable a third party to perform any prohibited activity described above.

Nothing in this section restricts any act that cannot legally be prohibited under mandatory applicable law. Any legally permitted observation, study or decompilation remains subject to the conditions and limits established by such law.

17. PROFESSIONAL SERVICES

Where Ethylowheel provides development, integration, engineering, testing, training, support or other professional Services, the scope, deliverables, price and timetable may be specified in a quotation, statement of work or separate agreement.

Unless otherwise expressly agreed in writing, intellectual property created by Ethylowheel in connection with Services, including underlying tools, methods, algorithms, improvements, know-how and reusable technical components, remains the property of Ethylowheel.

Any specific ownership or licence rights in custom deliverables must be expressly agreed in writing.

18. CONFIDENTIAL INFORMATION — BUSINESS CUSTOMERS

A Business Customer must keep confidential any non-public technical, commercial, financial or strategic information disclosed by Ethylowheel and identified as confidential or which should reasonably be understood to be confidential.

This obligation does not apply to information that the Business Customer can demonstrate:

• was lawfully known without confidentiality obligations before disclosure;
• became public without breach of any obligation;
• was lawfully received from an independent third party;
• was independently developed without use of Ethylowheel's confidential information.

Disclosure required by law remains permitted, provided that the Business Customer gives prior notice where legally possible.

19. PRODUCT MODIFICATIONS AND UPDATES

Ethylowheel may improve or modify Products, Software, firmware, packaging or technical components over time.

Such changes may be made for technical, supply-chain, safety, security, regulatory or manufacturing reasons.

For Products already sold, any change or software update will remain subject to applicable consumer law and contractual obligations.

20. LIMITATION OF LIABILITY

Consumers

Nothing in these Terms excludes or limits any liability or legal right that cannot lawfully be excluded or limited.

To the fullest extent permitted by applicable law, Ethylowheel shall not be responsible for loss or damage resulting solely from:

• misuse of a Product;
• failure to follow instructions or safety information;
• unauthorized modification or repair;
• use of EthyloKey for a purpose for which it was not designed;
• a decision made by a user or third party based on an EthyloKey category, theoretical estimate, reaction-time result or other informational output;
• use of EthyloKey as a substitute for an approved or legally recognized alcohol-testing method.

The user remains responsible for decisions concerning driving and other safety-sensitive activities. EthyloKey does not authorize or certify a user to drive.

Business Customers

To the fullest extent permitted by applicable law, Ethylowheel shall not be liable to a Business Customer for indirect or consequential damages, loss of profit, loss of revenue, loss of business, loss of anticipated savings or loss of opportunity arising from a transaction.

Unless otherwise expressly agreed in writing, and except for liability that cannot legally be limited, Ethylowheel's aggregate contractual liability to a Business Customer in connection with a particular Order shall not exceed the amount paid or payable to Ethylowheel under that Order.

21. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform an obligation where performance is prevented by an event qualifying as force majeure under applicable law.

Such events may include, where the legal conditions for force majeure are satisfied, natural disasters, war, civil disturbance, major industrial action, governmental restrictions, embargoes, major transport disruption, widespread infrastructure failure, epidemics or other events beyond the affected party's reasonable control.

The affected party shall inform the other party within a reasonable time.

If a force majeure event materially prevents performance for a prolonged period, either party may have rights to terminate the affected contract in accordance with applicable law.

22. EXPORT CONTROL AND SANCTIONS

The Buyer must comply with export-control, trade-sanctions and import laws applicable to the Buyer and the relevant transaction.

Ethylowheel may refuse or suspend a sale, shipment, licence or service where performance would violate an applicable export-control, sanctions or trade restriction.

No reference to United States export regulations shall apply unless such regulations are legally applicable to the relevant transaction.

23. TERMINATION — BUSINESS TRANSACTIONS

For Business Customers, Ethylowheel may terminate or suspend performance of an agreement where the Buyer materially breaches its obligations, including failure to pay amounts when due, unlawful use of the Products or infringement of Ethylowheel's intellectual property rights.

Where appropriate, Ethylowheel may first provide a reasonable opportunity to remedy the breach.

Termination does not affect any accrued payment obligations or provisions intended to survive termination, including intellectual property, confidentiality and limitation-of-liability provisions.

24. PRIVACY

Personal information is processed in accordance with our Privacy Policy.

25. CONSUMER MEDIATION

If you are a Consumer and a dispute cannot be resolved directly with Ethylowheel after a written complaint, you may have the right to use a consumer mediation service free of charge.

Our designated consumer mediator is:

[INSERT NAME OF DESIGNATED CONSUMER MEDIATOR]
[INSERT POSTAL ADDRESS]
Website: [INSERT MEDIATOR WEBSITE]

You must first contact Ethylowheel in writing at contact@ethylokey.com in an attempt to resolve the dispute directly before referring the matter to the mediator, in accordance with applicable law.

26. GOVERNING LAW AND JURISDICTION

These Terms of Sale are governed by French law.

Consumers

If the Buyer is a Consumer residing outside France, the choice of French law does not deprive the Consumer of any mandatory protection provided by the law applicable in their country of residence.

Consumer disputes may be brought before the courts having jurisdiction under applicable law. Nothing in these Terms requires a Consumer to submit exclusively to the courts of Ethylowheel's registered office where such a clause would be prohibited or unenforceable.

Business Customers

For disputes exclusively between professionals, and to the extent permitted by applicable law, the courts having jurisdiction over Ethylowheel's registered office shall have exclusive jurisdiction, unless otherwise agreed in writing.

27. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be applied to the fullest extent permitted by law or severed where necessary, without affecting the validity of the remaining provisions.

28. NO WAIVER

A failure or delay by Ethylowheel to exercise a contractual right does not constitute a waiver of that right.

29. CONTACT AND SELLER INFORMATION

The Seller is:

Ethylowheel
3 Bd Thomas Gobert
91120 Palaiseau
France

Email: contact@ethylokey.com

SIRET: 911 927 846 00012
RCS Évry
APE code: 7490B
VAT number: FR12911927846