TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE OF TECHNOLOGICAL PRODUCTS AND SOLUTIONS

PRELIMINARY

LUNA AESTHETIC GROUP, S.L.U., with registered address at Calle Julián Camarillo, No. 10, 3rd Floor, Office 318, 28037 Madrid, Spain, and Tax ID (NIF) B70648217 (“LUNA“) develops, markets and distributes aesthetic technology devices intended for professional use, including skin analysis equipment, software applications, artificial intelligence-based functionalities, accessories, components, use licenses, technical documentation and associated ancillary services (collectively, the “Products“).

These General Terms and Conditions of Sale (the “Terms“) govern the business relationships between LUNA and any buyer (the “Buyer“) that acquires Products supplied by LUNA.

These Terms shall apply to all commercial transactions carried out by LUNA and shall prevail over any general terms, purchase orders or documents issued by the Buyer, unless expressly accepted in writing by LUNA.

These Terms shall be permanently available on LUNA’s corporate website and may be updated periodically.

1. SCOPE OF APPLICATION

1.1 General application

These Terms govern all offers, quotes, orders, sales, deliveries and supplies made by LUNA in respect of its Products (a “Sale“).

These Terms shall apply regardless of the channel used for contracting, including in-person contracting, distance contracting, electronic contracting or any other method permitted under applicable law.

1.2 Exclusivity

These Terms, together with the special conditions set out in the commercial offer or the order accepted by LUNA, shall constitute the exclusive contractual framework applicable to the business relationship between LUNA and the Buyer.

Any general or special conditions proposed by the Buyer shall be expressly excluded, unless previously accepted in writing by LUNA.

1.3 Independent contracts

Each order accepted by LUNA shall give rise to an independent contract.

The nullity, termination or expiry of a specific contract shall not affect other contracts entered into between the parties.

1.4 Accessibility

These Terms shall remain permanently available for review on LUNA’s corporate website.

The Buyer may request an updated copy at any time.

2. PROFESSIONAL STATUS OF THE BUYER

2.1 Authorized customers

The Products marketed by LUNA are intended exclusively for professionals, business owners, clinics, medical-aesthetic centers, distributors, commercial companies and other economic operators acting in the course of a business or professional activity.

2.2 Buyer’s representation

By placing any order, the Buyer expressly represents and warrants that it:

1. Acts in the course of a business or professional activity.

2. Does not hold the status of a consumer or user.

3. Acquires the Products for strictly professional purposes.

4. Has the legal capacity necessary to enter into contracts.

5. Will comply with the applicable regulations relating to the use of the Products.

2.3 Verification

LUNA may request documentation evidencing the Buyer’s professional status at any time.

Unjustified refusal to provide such documentation may result in the suspension or cancellation of pending orders.

2.4 Consequences

If the professional status declared proves to be false or inaccurate, LUNA may immediately terminate the relevant contract and pursue any legal action it deems appropriate.

3. ACCEPTANCE OF THE TERMS

3.1 Express acceptance

Acceptance of any commercial offer issued by LUNA shall entail full acceptance of these Terms.

3.2 Tacit acceptance

These Terms shall also be deemed accepted where the Buyer:

1. Places an order.

2. Makes any payment.

3. Receives the Products.

4. Requests delivery or the making available of the Products.

3.3 Contractual integration

These Terms shall form an integral part of all contracts entered into between LUNA and the Buyer relating to the Products.

3.4 Amendments

No amendment to the Terms shall be valid unless expressly agreed in writing and signed by an authorized representative of LUNA.

4. PRODUCTS

4.1 Description

The Products marketed by LUNA comprise technological devices for the aesthetics sector, proprietary software, artificial intelligence tools, accessories and other items related to its business activity.

4.2 Specifications

The technical specifications shall be those set out in the corresponding commercial offer, technical data sheet, quote or documentation provided by LUNA in relation to the Products.

4.3 Marketing materials

Photographs, videos, demonstrations, catalogues and advertising materials relating to the Products are for informational and illustrative purposes only.

Unless expressly stated otherwise, such materials shall not have contractual value.

4.4 Technical modifications

LUNA may introduce technical modifications, design improvements, software updates or regulatory adaptations, provided that such modifications do not substantially alter the main functionality of the Product purchased.

5. ORDERS AND FORMATION OF THE CONTRACT

5.1 Commercial offers

Every offer issued by LUNA shall remain valid for the period stated in the offer itself or, failing that, for three (3) months from the date it was issued.

5.2 Orders

The Buyer shall send LUNA an order specifying, at least, the quantity and characteristics of the Products it wishes to purchase, and the reference identifying the commercial offer issued by LUNA whose special conditions are to apply to the relevant Sale.

5.3 Acceptance

The contract shall be deemed concluded only when LUNA expressly accepts the order, and any special conditions relating to the Sale that LUNA sets out in such order acceptance shall apply.

5.4 Right of refusal

LUNA may refuse orders for any reason, including, by way of illustration and not limitation, technical, commercial, logistical, regulatory, financial or compliance reasons.

5.5 Order amendments

Any amendment to the Terms or to the order requested by the Buyer shall require LUNA’s prior written acceptance.

5.5 Cancellations

Cancellation of orders that have been accepted by LUNA shall entail the Buyer’s assumption of the costs, expenses or compensation incurred by LUNA in connection with such Sale, unless otherwise expressly agreed in writing between LUNA and the Buyer.

6. PRICES

6.1 Determination of prices

These Terms do not incorporate specific prices or rates.

The applicable prices shall be those indicated in the corresponding commercial offer, quote, order confirmation or invoice issued by LUNA.

6.2 Taxes

Unless expressly stated otherwise, all prices are exclusive of taxes.

Applicable taxes shall be passed on in accordance with current legislation.

6.3 Additional expenses

Transport, insurance, special packaging, customs clearance, certification and any other ancillary expenses shall be invoiced separately.

6.4 Update of rates

LUNA shall not be bound by past Sales or the conditions under which they took place, and may freely modify its general rates for future commercial transactions.

7. INVOICING

7.1 Issuance

Invoices shall be issued in accordance with applicable tax regulations and shall contain the legally required information.

7.2 Delivery

Invoices may be sent in physical or electronic format.

The Buyer expressly consents to receiving electronic invoices where permitted by applicable law.

7.3 Corrections

Any discrepancy regarding an invoice must be notified in writing within three (3) months of its receipt.

7.4 Retention

The Buyer shall be responsible for retaining invoices and related documentation as required by applicable tax legislation.

8. METHOD OF PAYMENT

8.1 General conditions

Payment shall be made by bank transfer or any other method expressly accepted by LUNA.

8.2 Due date

Payment terms and deadlines shall be those set out in the corresponding commercial offer, invoice or order confirmation.

8.3 Effective payment

Payment shall only be deemed made once the funds have been effectively and irrevocably credited to LUNA’s bank account.

8.4 Default

In the event of late payment by a Buyer, LUNA may:

1. Suspend pending deliveries of Products.

2. Demand early maturity of any deferred or outstanding payment.

3. Terminate pending contracts.

4. Claim legally applicable late-payment interest.

5. Claim debt recovery costs.

8.5 Set-off

The Buyer may not set off, withhold or deduct amounts owed to LUNA unless expressly agreed in writing by LUNA.

9. DELIVERY

9.1 Deadlines

The delivery dates and deadlines for the Products set out in the corresponding commercial offer or order acceptance shall be estimates only, unless expressly agreed otherwise.

9.2 Reasonable efforts

LUNA shall use commercially reasonable efforts to meet the stated deadlines, and reasonable delays shall not give rise to any right to compensation.

9.3 Partial deliveries

LUNA may make partial deliveries of the Products where operationally necessary or convenient.

9.4 Making available

Delivery shall be deemed valid once the Products have been made available to the Buyer in accordance with the Incoterm agreed for each transaction.

9.5 Documentation

LUNA may provide manuals, technical documentation, instructions for use (hereinafter, the “Instructions for Use”), installation information and any other documentation related to the Products before or after delivery.

10. REVIEW AND INSPECTION OF THE PRODUCTS

10.1 Inspection obligation

The Buyer must inspect the Products immediately upon receipt.

10.2 Apparent defects

Any visible damage, apparent defect or lack of conformity must be notified to LUNA in writing within a maximum of forty-eight (48) hours from receipt of the Products.

10.3 Claim information

The claim must include a detailed description of the issue detected and, where reasonable, supporting graphic or technical documentation.

10.4 Presumption of conformity

The absence of a claim within the stated period shall constitute a presumption of conformity with respect to visible or easily identifiable defects in the Products at the time of delivery.

10.5 Cooperation

The Buyer shall reasonably cooperate with LUNA in investigating and assessing any reported issue.

11. TRANSFER OF RISK AND RETENTION OF TITLE

11.1 Delivery and Incoterms

Unless expressly agreed otherwise, delivery of the Products shall be made in accordance with the Incoterm specified in the corresponding commercial offer, quote, order confirmation or contractual document issued by LUNA.

References to Incoterms shall be understood as referring to the version in force published by the International Chamber of Commerce (ICC) as at the date of acceptance of the relevant order.

11.2 Transfer of risk

The risk of loss, theft, destruction, deterioration or damage to the Products shall pass to the Buyer at the time determined by the Incoterm agreed for each transaction.

Once that time has occurred, any loss or damage suffered by the Products shall be borne exclusively by the Buyer, even where title to the Products continues to belong to LUNA pursuant to clause 11.3 below.

11.3 Retention of title

Title to the Products shall remain with LUNA at all times until full payment of all amounts owed by the Buyer arising from the relevant transaction, including principal, taxes, interest, expenses and any other associated amounts.

Until full payment has been made, the Buyer shall expressly acknowledge LUNA’s title to the Products.

11.4 Buyer’s obligations

While title to the Products remains with LUNA, the Buyer must:

1. Keep the Products in good condition.

2. Keep them adequately protected against loss, deterioration or damage.

3. Keep them clearly identified as LUNA’s property whenever reasonably possible.

4. Not create any liens, encumbrances, security interests or third-party rights over the Products.

5. Immediately inform LUNA of any circumstance that may affect title to, or the condition of, the Products.

11.5 Recovery of the Products

In the event of non-payment or material breach of the Buyer’s obligations, LUNA may demand the immediate return of the Products over which it retains title.

The exercise of this right shall be compatible with any other legal action available to LUNA in the event the Buyer breaches the obligations set out in these Terms or in the special conditions of the Sale.

12. WARRANTY

12.1 Scope of the warranty

LUNA warrants that the Products supplied will be substantially free from manufacturing defects and will conform to the applicable technical specifications for a period of one (1) year from the date of delivery.

12.2 Warranty beneficiaries

The warranty set out in these Terms is granted exclusively to professional buyers and is based on the representations made by the Buyer regarding its business or professional status.

12.3 Remedial measures

Where a Buyer submits a valid warranty claim, LUNA may freely choose to:

1. Repair the affected Product.

2. Replace the affected Product.

3. Replace specific components.

4. Supply an equivalent product.

5. Fully or partially refund the amount paid by the Buyer.

12.4 Procedure

Warranty claims must be submitted in writing during the warranty period, accompanied by a sufficient description of the issue detected.

LUNA may request additional information, photographs, videos, technical records or any other evidence reasonably necessary to assess the claim.

12.5 Verification

LUNA may directly examine the affected Product or request its return in order to carry out technical tests to verify the existence and origin of the defect claimed.

13. WARRANTY EXCLUSIONS

13.1 General exclusions

The warranty shall not cover defects, issues or damage arising from circumstances unrelated to the Product’s manufacturing process.

13.2 Excluded cases

In particular, the warranty shall not apply where the damage results from:

1. Incorrect or negligent use.

2. Failure to comply with the Instructions for Use.

3. Improper installation.

4. Lack of maintenance.

5. Incorrect storage.

6. Impacts, accidents or falls.

7. Alterations made by the Buyer or third parties.

8. Repairs not authorized by LUNA.

9. Use of incompatible accessories or components.

10. Normal wear and tear resulting from ordinary use of the Product.

13.3 Tampering with identifiers

The warranty shall likewise be excluded where the serial numbers, identification labels or traceability elements affixed by LUNA to the Products have been removed, altered or damaged.

13.4 Associated costs

Unless expressly agreed otherwise, the costs of dismantling, transport, reinstallation, travel or technical intervention shall not be covered by the warranty and shall be borne by the Buyer.

13.5 Non-professional use

If the Buyer uses the Products for purposes other than the declared professional use, LUNA may deny the application of the warranty and pursue the corresponding legal action.

14. LIMITATION OF LIABILITY

14.1 General principle

LUNA’s liability arising from any contract entered into with the Buyer shall be limited to the cases expressly set out in these Terms and in the mandatory applicable law.

14.2 Economic limit

To the maximum extent permitted by applicable law, LUNA’s total aggregate liability shall be limited to the amount actually paid by the Buyer in respect of the Product giving rise to the claim.

14.3 Exclusion of indirect damages

LUNA shall not, under any circumstances, be liable for:

1. Loss of profit.

2. Loss of business.

3. Loss of revenue.

4. Loss of business opportunities.

5. Loss of reputation.

6. Loss of customers.

7. Loss or corruption of data.

8. Indirect or consequential damages.

14.4 Buyer’s obligations

The limitation of liability set out in this clause shall apply in particular where the claim arises from the Buyer’s failure to comply with the Instructions for Use, technical recommendations or documentation provided by LUNA.

14.5 Non-excludable liability

Nothing in these Terms shall exclude any liability that cannot be limited or excluded under applicable law.

15. SOFTWARE, LICENSES AND ARTIFICIAL INTELLIGENCE FUNCTIONALITIES

15.1 License to use

All software incorporated into the Products or supplied together with them is licensed, not sold.

The purchase of the Products does not entail the transfer of intellectual property rights over the associated software.

15.2 Rights granted

LUNA grants the Buyer a limited, non-exclusive, revocable and non-transferable license to use the software solely together with the Products for which it was supplied.

15.3 Restrictions

Unless expressly authorized in writing by LUNA, the Buyer may not:

1. Copy the software.

2. Modify it.

3. Decompile it.

4. Reverse engineer it.

5. Create derivative works.

6. Distribute or sublicense it.

15.4 Updates

LUNA may provide updates, improvements, security patches or technical modifications to the software that it deems appropriate to ensure the proper functioning of the Products.

15.5 AI-based functionalities

Where the Products incorporate artificial intelligence-based functionalities, the results obtained shall be exclusively auxiliary in nature and intended to support professional decision-making.

15.6 Professional responsibility

The Buyer shall remain solely responsible for any professional, business, clinical or technical decision made using the information provided by the Products.

15.7 Availability

LUNA does not warrant that the software or artificial intelligence functionalities will operate uninterrupted or entirely free of errors, particularly where they depend on third-party providers, communication networks or external services.

16. INTELLECTUAL AND INDUSTRIAL PROPERTY

16.1 Ownership

All intellectual and industrial property rights relating to the Products, software, technical documentation, designs, trademarks, logos, algorithms, databases, images and marketing materials belong to LUNA or its respective licensors.

16.2 No assignment

The purchase of Products does not entail any assignment of intellectual or industrial property rights.

All such rights shall at all times remain the exclusive property of their respective owners.

16.3 Authorized use

The Buyer shall use the Products exclusively for authorized purposes and in accordance with these Terms.

16.4 Prohibitions

Any unauthorized reproduction, distribution, alteration, public communication or exploitation of the intellectual or industrial property rights owned by LUNA is expressly prohibited.

16.5 Protection of rights

LUNA may pursue any legal action necessary to protect its intellectual and industrial property rights against any unauthorized use by the Buyer, its related parties, directors, advisors, collaborators or employees of any kind.

17. CONFIDENTIALITY

17.1 Confidential information

All technical, commercial, financial, strategic or other information exchanged between LUNA and the Buyer in relation to the Products or the business relationship between the parties shall be treated as confidential.

For the purposes of these Terms, Confidential Information shall be deemed to include any information disclosed verbally, in writing, in electronic format or by any other means, regardless of whether it is expressly identified as confidential.

17.2 Buyer’s obligations

The Buyer undertakes to:

1. Use the Confidential Information solely for the performance of the relevant Contract.

2. Not disclose or permit third-party access to it without LUNA’s prior written authorization.

3. Adopt reasonable security measures to prevent unauthorized access.

4. Limit access to the Confidential Information to those employees or collaborators who need to know it for the proper performance of the Contract.

17.3 Exceptions

The obligations set out in this clause shall not apply to information that:

1. Is in the public domain at the time of disclosure.

2. Becomes public domain through no breach by the Buyer.

3. Was lawfully obtained from a third party not subject to a confidentiality obligation.

4. Must be disclosed pursuant to a legal obligation or the request of a competent authority.

17.4 Term

The confidentiality obligation shall remain in effect for three (3) years from the termination of the contractual relationship.

18. TAXES AND EXPENSES

18.1 Taxes

All taxes, levies, fees, duties, charges or assessments applicable to the purchase of the Products shall be borne by the Buyer, unless applicable law expressly provides otherwise.

18.2 Associated expenses

Unless expressly agreed otherwise, the Buyer shall likewise bear the expenses arising from:

1. Transport.

2. Insurance.

3. Customs clearance.

4. Tariffs.

5. Certifications specifically requested by the Buyer.

6. Any additional costs associated with delivery of the Products.

18.3 Withholdings

If tax regulations require the Buyer to withhold or deduct any amount owed to LUNA, the Buyer shall make such additional payments as are necessary to ensure that LUNA receives the full amount originally agreed, to the extent legally permitted.

19. TERMINATION OF THE CONTRACT

19.1 Termination for breach

LUNA may terminate any Contract, in whole or in part, by written notice to the Buyer where any of the following circumstances arise:

1. Full or partial non-payment of any amount owed.

2. Material breach of these Terms.

3. Repeated breach of the contractual obligations assumed by the Buyer.

4. Use of the Products contrary to the Instructions for Use or applicable law.

19.2 Insolvency

LUNA may likewise terminate the Contract where the Buyer:

1. Is declared insolvent in bankruptcy proceedings.

2. Enters a state of actual or imminent insolvency.

3. Initiates liquidation proceedings.

4. Suspends or ceases its business activity.

19.3 Effects of termination

Termination of the Contract shall not limit LUNA’s right to claim:

1. Amounts outstanding.

2. Late-payment interest.

3. Damages.

4. Costs and expenses arising from the breach.

19.4 Survival

The clauses relating to confidentiality, intellectual property, limitation of liability, outstanding payments and jurisdiction shall continue to apply after termination of the Contract.

20. FORCE MAJEURE

20.1 Definition

Neither party shall be liable for delays or breaches arising from events beyond its reasonable control.

Force majeure events shall include, among others:

1. War.

2. Armed conflicts.

3. Strikes.

4. Pandemics.

5. Fires.

6. Floods.

7. Natural disasters.

8. Government restrictions.

9. Widespread disruptions to transport or supply.

20.2 Notice

The affected party must notify the other party of the force majeure event as soon as reasonably possible.

20.3 Suspension

For as long as the force majeure event persists, the affected obligations shall be suspended without liability for either party.

20.4 Termination

If the force majeure event continues for more than six (6) consecutive months, either party may terminate the Contract by written notice.

21. NOTICES

21.1 Form

All notices relating to these Terms or to any Contract must be made in writing.

21.2 Permitted means

Communications may be made by:

1. Email.

2. Postal mail.

3. Courier services.

4. Any other means that reasonably allows proof of dispatch and receipt.

21.3 Addresses

Notices shall be sent to the addresses or contacts provided by each party during the course of the business relationship.

21.4 Effectiveness

Communications shall be deemed received on the date on which their receipt by the addressee can reasonably be evidenced.

22. GENERAL PROVISIONS

22.1 Entire agreement

These Terms, together with the corresponding commercial offer, order confirmation and other documentation issued by LUNA, constitute the entire agreement between the parties regarding the purchase of the Products.

22.2 Assignment

The Buyer may not assign, transmit or transfer the rights and obligations arising from the Contract without LUNA’s prior written authorization.

LUNA may assign or subcontract, in whole or in part, any of its rights or obligations where necessary for the proper performance of the Contract.

22.3 Partial invalidity

If any provision of these Terms is declared null, invalid or unenforceable by a competent authority, such circumstance shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

22.4 No waiver

LUNA’s failure to exercise, or delay in exercising, any right or power granted under these Terms shall not constitute a waiver of that right.

22.5 Entire agreement

These Terms supersede and render void any prior negotiation, communication or agreement relating to their subject matter.

23. GOVERNING LAW AND JURISDICTION

23.1 Governing law

These Terms, as well as any Contract entered into between LUNA and the Buyer, shall be governed by and construed in accordance with Spanish law.

23.2 Dispute resolution

The parties shall use good faith efforts to resolve any dispute that may arise in relation to the interpretation, performance or validity of these Terms.

23.3 Jurisdiction

Any dispute that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the Courts of Madrid, Spain.

The Buyer expressly waives any other venue to which it might otherwise be entitled, to the extent permitted by applicable law.