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By purchasing our products (the “Product(s)”) as a Business Customer/OEM Customer, you (“YOU”) accept and agree to be bound by these Standard Terms and Conditions of Sale and Use for Business Customers (“B2B T&C”).
It is important that YOU read each section of this document, as it is legally binding between YOU and NT Sensors, S.L., a company incorporated and existing under the Laws of Spain, holder of tax number (VAT) ES-B43968627 and registered address at C/ Jaume I, n 23 El Catllar,,, Spain (“NT Sensors”), with respect to your

1. DEFINITIONS “Customer” means a person or entity who purchases and/or obtains a valid license to the Product in the course of his or her professional or business activity.
   “Documents” shall include, but not be limited to, information contained on NT Sensors’ websites, user manuals, technical guides and training materials.
   “Intellectual Property Rights”, or “Intellectual Property Rights”, shall include, but not be limited to, patents, know-how, software, software, software electronics, firmware, algorithms, source code, binary code, application programming interface -API- database rights, technology, inventions, discoveries, improvements, practices, methods, processes, processes, materials, ideas, formulas, samples, “OEM Customer” means a company or entity that purchases the Product for the purpose of embedding the Product(s) in other product(s) or reselling the Product(s) under a different name and label.
   “Product” or “Product(s)” shall mean the hardware devices, software programs and upgrades, solutions and services developed, manufactured, marketed and provided by NT Sensors.
   “Training” shall mean any training related to the Product(s) offered by NT Sensors to Customers and OEM Customers in consideration for a fee.
   “Users” means any person who obtains access to NT Sensors’ websites.

2. ACCEPTANCE These B2B T&Cs shall apply to all quotations and sales made by NT Sensors to customers and OEM customers.
Specific terms and conditions agreed to for a particular order shall not bind NT Sensors for future orders.
A purchase order submitted to NT Sensors or receipt of Product(s) supplied by NT Sensors implies express acceptance of these B2B T&Cs over which only the specific terms of sale agreed by NT Sensors and the OEM Customer/Customer shall prevail on a case by case basis.

3. OFFERS

Unless otherwise expressly stated in a specific offer, NT Sensors’ offers will be valid for thirty (30) calendar days from their date of printing, after which they will no longer bind NT Sensors.

4. INTERRUPTION OF SUPPLY

NT Sensors shall have the right at any time to discontinue production, sale or distribution of any of its Products, to change the design, structure or functionality of any of its Products and any part thereof, to modify the Product(s) and to change its service, warranty or other policies.
NT Sensors agrees to support the discontinued Product(s) with parts availability and error correction, provided such stock is not depleted.

5. Pricing

Unless otherwise stated in writing, the prices set forth in NT Sensors’ price lists and quotations shall be deemed to be expressed in Euro currency and shall be deemed to be FCA NT Sensors’ facilities in El Catllar, Spain (the latest version of Incoterms®), exclusive of VAT or any other applicable taxes or duties.
NT Sensors shall have the right to change its price list at any time without notice and therefore the Customer/OEM Customer agrees to request a quotation for each order.
A price list disclosed by NT Sensors supersedes and renders inapplicable any previous price list as of the date it becomes effective.
The valid price list shall be the one in effect at the time an order is placed.
Unless a different provision is included in NT Sensors’ offer, prices do not include: The cost of obtaining any technical certificates required by any authority to distribute the Products in the destination country, nor any documents required for customs clearance; Any additional costs arising from, but not limited to, delay during customs clearance in the importing country.

6. Payment

Unless expressly agreed otherwise in writing, the terms of payment shall be a down payment for the full amount of the order in Euro currency.
Payment is accepted as bank transfer.
Bank details: IBAN ES65 2100 0006 3102 0138 8600 BIC (SWIFT) CAIXESBBXXX

7. RETENTION OF TITLE

NT Sensors shall retain title to Product(s) until full payment of the price has been made by the Customer/OEM Customer and shall therefore be entitled to exercise any action to protect its rights, even if the Product(s) have been processed by OEM Customers or are in the possession of any third party.

8. Orders

All orders shall be sent to NT Sensors in writing, with an email to this effect.
NT Sensors will issue a pro forma invoice which will be signed and returned in acceptance by the OEM Customer/Client.
NT Sensors may reject or cancel any outstanding orders, provided there are outstanding payments from the OEM Customer/Customer.
Orders cannot be cancelled after shipment of the product(s).
Nor can they be cancelled for products that are not in stock, after the start of raw material supply or manufacturing processes, or for products not manufactured by NT Sensors that have to be purchased from third party suppliers.

9. REPORT

Unless expressly agreed otherwise, the delivery terms will be EXW NT Sensors’ facilities in El Catllar, Spain (Latest version of Incoterms®).
If the OEM customer/customer is interested in any other delivery time, he shall inform NT Sensors thereof at the time of placing his order, so that NT Sensors may submit a new quotation.
The Incoterms® rule expressed in NT Sensors’s quotation shall not be waived by the fact that the Products are shipped freight prepaid, at the Customer/OEM Customer’s prior request’.
NT Sensors’ invoice will itemize any additional prepaid shipping or costs, noting that NT Sensors will assume no responsibility for customs clearance requirements in the destination country.
Delivery time shall be as disclosed in NT Sensors’ quotation and shall commence the day after the OEM customer/customer makes full payment or, in the event NT Sensors extends any credit, the day after the OEM customer/customer makes a down payment in the amount agreed upon with NT Sensors.
Under no circumstances will NT Sensors be held liable for any delay in delivery due to carrier or third party failure.
NT Sensors will inform the Customer/OEM Customer as soon as possible of any circumstances beyond its responsibility and preventing the agreed delivery time from being met, stating the reasons for the delay, in which case the Customer/OEM Customer agrees to accept partial shipments or agree to a new delivery time, which shall not imply the Customer/OEM Customer’s right to cancel the order or claim any compensation.

10. SHIPPING COSTS

Product(s) shipped by NT Sensors do not include any shipping insurance; any customer interested in taking out such insurance must expressly inform NT Sensors in writing at the time of submitting an order, indicating the type of coverage desired.
The cost of shipping insurance will be billed by NT Sensors as part of the shipping costs.

11. Warranty

Warranty and Warranty Period NT Sensors warrants its Products to conform to the specifications of its offerings for a period of two (2) years from the date of delivery, invoice document or shipping document evidencing (“the Warranty Period”), provided they are handled, shipped, stored, operated, used and maintained in accordance with the shipping instructions.
Therefore, NT Sensors assumes liability only for non-conformities caused by actions or negligence attributable to NT Sensors before the Products were delivered to the first carrier.
Customer/OEM shall check deliveries immediately upon receipt at destination and inform NT Sensors in writing within seven (7) days of any apparent nonconformities.
After such period, the Customer/OEM Customer shall not be entitled to make any claim with respect to quantitative deficiencies or apparent non-conformities that should have been noted during unpacking/uncrating, and NT Sensors shall not be obligated to accept the return of such Products.
Claims for hidden defects or qualitative nonconformities must reach NT Sensors in writing within thirty (30) days after the Customer/OEM Customer learns of the nonconformity and, in any event, within the Warranty Period.

Warranty procedure

The following procedure shall apply to any non-conformity notified to NT Sensors within the Warranty Period: The Customer/OEM Customer shall report any alleged non-conformity to NT Sensors After Sales Service in writing by email to privacyntsensors.com, including a detailed list of all alleged nonconformities; NT Sensors will have five (5) business days to respond, either admitting the claim or rejecting it; If the claim is admitted, NT Sensors will communicate its acceptance to the Customer The warranty period for any replacement product will be the same as that remaining for the replaced product; failure by NT Sensors to respond within the above stated timeframe will be deemed a rejection of the Customer/OEM Customer’s claim.
Any costs resulting from analysis or testing to determine if non-conformance exists will be paid by NT Sensors in the event the result shows non-conformance of the product and by the OEM Customer/Customer in the event they are in compliance; replacement Products may be new or equivalent in performance to new.
NT Sensors does not warrant:
(i) that the components of any replacement Product are from the same supplier or are exactly the same as in the replaced Product.
(ii) that the operation of the Products will be uninterrupted or error free.
Products may contain remanufactured parts equivalent to new in performance or may have been subject to incidental use.

Shipping and examination costs under warranty

Repair service can be obtained by sending the non-conforming product to NT Sensors (shipping costs prepaid), only after obtaining a Return Merchandise Authorization (RMA) number from NT Sensors’ after-sales service, according to the instructions received from our customer.

Service Department.
Some of our products are protected with a security seal and by removing this seal, the OEM Customer/Customer will waive this warranty.
If the Product is found to be defective upon examination by NT Sensors, NT Sensors will assume the shipping costs incurred in returning the Product to the Customer/OEM, as well as all costs involved in NT Sensors’ examination of the Product.
If the Product is found, upon examination by NT Sensors, that the Customer/OEM Customer will bear the shipping costs incurred in returning the Product.
NT Sensors may, at its discretion, require the Product claimed to be non-conforming to be inspected or tested by an independent third party acceptable to NT Sensors.

Scope of Warranty The scope of this warranty is limited to the hardware components of the main board, sensor board and sensor brackets manufactured by NT Sensors.

Consumable parts warranty

Products that are considered consumables (sensors, electrodes, standards) are not included in the general warranty. NT Sensors warranties for consumables for 6 months from the date of delivery, invoice document or shipping document showing.
The Consumable warranty covers any manufacturing defect.
It should be noted that the service life of consumable products may be less than this warranty period due to usage, sample type/matrix or storage conditions.
NT Sensors will replace at no additional cost the consumable part that, after inspection, has been found to be “defective in origin”.

Consumable warranty limitations

The sensor warranty does not cover defects caused by: – improper use, – usual sensor aging, – logical premature aging caused by certain samples, – damage caused by accident.

Warranty exclusions

This warranty does not apply to non-conformities resulting from: Hardware.
Any hardware components manufactured by third parties, whether integrated into the Products or sold together with the Products as a kit, namely, but not limited to:

• Any external components that deteriorate due to normal wear and tear, such as sensor probes, cables, connectors, etc..;
• Any perishable components, such as calibrated ion sensors, which lose a small percentage of their original calibration on a monthly basis.
  Sensors.
  This product is not covered by warranty because it is a consumable item.
  NT Sensors SL will not be liable for any damage resulting from any malfunction of the product, any deletion of data or any use of the product.

Software.

NT Sensors hereby disclaims any warranty regarding the software developed.
Access to such software or services is provided solely to facilitate the operation of the Products by Customer/OEM Customer and, for these purposes, Customer/OEM Customer must verify and agree to each vendor’s or partner’s terms and conditions of use.
Software adapted or developed by NT Sensors for its Products is provided “as is” without any express or implied warranty.
NT Sensors advises the OEM Customer/Client to avoid the use of this software for medical and health applications and, in general, in any critical system on which human lives or public health may depend (nuclear power plants, dam lock gates, security systems, etc.).

Installation, maintenance, calibration and use.
NT Sensors hereby disclaims any warranty relating to non-conformities arising from:

• Inadequate storage;
• Bad/lack of maintenance: User manuals contain guidance on periodic maintenance (water cleaning sensors, dry storage, etc.).
  Bad/lack of maintenance: User manuals contain guidance on periodic maintenance (water cleaning sensors, dry storage, etc.).
• Unauthorized modification or misuse;
• Operation outside the published environmental specifications for the Products;
• Materials or parts damaged as a result of normal wear and tear;
• Poor/defective performance of products in which the products are embedded by the OEM customer/client;
• Non-conformities and defects that are proven to have been caused by actions or negligence committed after the Products were delivered to the first carrier;
• Ingress of dust and/or water as a result of improper sealing of the parking node housing, and attributable to the company or companies programming the node or performing the installation;
• Inadequate selection of product voltage by the customer/end customer.

Product certification.
Detailed information on Product certifications can be found in the respective Technical Guides.
NT Sensors does not guarantee that the Products have specific product certifications required in a given country, so it is the responsibility of the Customer/OEM Customer to check whether the Products can be imported and resold in the intended country of destination.

External agents.
Damage caused to the Products by external agents, such as, but not limited to, animals or weather conditions (lightning, storms, wind, floods, fires…), shall be considered as force majeure events, not covered by the Warranty.

Exemption from liability

Under no circumstances shall NT Sensors be liable for indirect, incidental or consequential damages caused by the Products, including but not limited to loss of data or profits.
The OEM customer/customer is liable to end users for any warranties provided in excess of this warranty and shall indemnify and hold NT Sensors harmless for any unauthorized warranties provided.

Customer/OEM Customer agrees to defend, indemnify and hold harmless NT Sensors from all claims, injuries, costs, expenses and damages, including attorneys’ fees, resulting from: any warranties or representations concerning the Products, whether express or implied, made by Customer/OEM Customer or its employees, which are beyond Customer/OEM Customer’s or its employees’ Warranty Policy to maintain the Products in saleable condition; any failures committed by Customer/OEM Customer or its employees during the verification, testing or incorporation of the Products; any actions brought against NT Sensors by Customer/OEM Customer’s employees.
any claims brought by Customer’s/OEM Customer’s customers for injury or damage of any kind (including, but not limited to, physical loss or damage to Customer’s tangible property, personal injury, death or economic loss), caused by products in which the Products have been embedded by Customer/OEM Customer.
This warranty is in lieu of all other warranties, express or implied, and no representative or person is authorized to assume for NT Sensors any other liability in connection with the sale of the Products.
In the event of a warranty claim, NT Sensors’ entire and exclusive liability to the Customer/OEM Customer is as set forth above.
NT Sensors will not accept claims based on product liability in cases other than those set forth in the preceding paragraphs.
To the extent permitted by law, NT Sensors’ product liability is limited to a lump sum amount of one million two hundred thousand Euros (€ 1,200,000.00) per accident, for personal injury and property damage.

12. USE OF DOCUMENTS

Use of the information contained in the Documents is subject to the following terms and conditions of use:

1. All Documents and any examples they contain are provided as-is and are subject to change without notice.All Documents and any examples they contain are provided as-is and are subject to change without notice.
   Except to the extent prohibited by law, NT Sensors makes no express or implied representations or warranties of any kind with respect to the Documents, and specifically disclaims the implied warranties and conditions of merchantability and fitness for a particular purpose.
2. NT Sensors shall not be liable for any errors, incidental or consequential damages in connection with the use of the Documents and the examples contained therein.
   No part of the Documents may be reproduced, stored in a retrieval system or transmitted in any form or by any electronic or mechanical means, including photocopying and recording, for any purpose other than the personal use of the readers, without the prior written consent of NT Sensors.
3. NT Sensors has created the Documents for the personal use of users as well as for external communication.
   The information in the Documents, either in whole or in part, may not be used for commercial purposes without the prior written consent of NT Sensors.
4. The information on NT Sensors’s websites has been included in good faith for general informational purposes only.
   It should not be relied upon for any specific purpose and no representation or warranty is given as to its accuracy or completeness.
5. NT Sensors has made every effort in preparing its websites.
   However, it cannot guarantee that customers/OEM Customers/Users will enjoy uninterrupted access at all times.
6. NT Sensors reserves the right, in its sole discretion, to modify, disable access to or discontinue, temporarily or permanently, any part or all of its websites or any information contained therein without liability or notice to Customers/OEM Customers/Users.
7. NT Sensors shall not be responsible for any loss, damage, liability or expense incurred or suffered, and resulting from the use of the Documents, including, without limitation, any failure, error, omission, interruption or delay with respect thereto.
   Use of the Websites is at the sole risk of the customer/ OEM customer/user.
8. Links in the documents to third party websites’ are provided solely for the convenience of Customer/Client/OEM Users.
   By using these links, YOU will be leaving NT Sensors’ websites.
   NT Sensors has not reviewed all of the third party documents/websites and is not responsible for any of these sites or their content.
   Access to any of these third party documents/websites is entirely at the Customer’s/Customer’s/Users’ own risk.
9. The customer/OEM should carefully read the Product(s) User Manuals, especially the sections “Before using the Product(s)”, “How to use the Product(s)”, “Maintenance” and “Standardizations”, before putting the Product(s) into operation.

13. Intellectual Property

Ownership of intellectual property rights

The Product(s) are protected by NT Sensors’ Intellectual Property Rights, registered or unregistered, and except as expressly stated, nothing in these B2B Terms and Conditions or the Documents shall be construed as granting the OEM Customer/Customer/User a license or any other right to the Property Rights The OEM Customer/Customer/User is not authorized to copy, modify, decompile, use, reproduce, distribute, transmit or make any public disclosure of any of NT Sensors’ Intellectual Property Rights without NT Sensors’ prior written consent.

No obstructions

The OEM customer/customer/user shall refrain from engaging in any action that may obstruct the granting of pending patents or any other intellectual property rights for which NT Sensors may have applied for, or which may apply as a result of any custom development carried out for the OEM customer/customer.

Intellectual property rights on customized developments

Any intellectual property rights arising from any product customization or any custom development project carried out by NT Sensors for the OEM Customer/Client shall belong exclusively to NT Sensors, including the right to seek any intellectual property protection under any jurisdiction.
Only NT Sensors shall have the right to manufacture and sell any custom development made for the OEM Customer/Client, who shall only enjoy the right to use any custom development carried out by NT Sensors under a non-assignable license, unless otherwise agreed in writing.

Trademarks

NT Sensors, and IMACIMUS together with any designs or logos connected thereto, and any others, whether registered or unregistered in any specific jurisdiction, used by NT Sensors in the promotion of the Products, are trademarks of NT Sensors (“the Trademarks”).
All other Trademarks appearing in NT Sensors’ documents or on NT Sensors’ websites are the property of NT Sensors’ suppliers or partners and may be protected by various intellectual property regulations.

NT Sensors’s Websites

The contents of NT Sensors’ websites are also protected by NT Sensors’ IP rights of its suppliers and partners.
Their use or reproduction is subject to the express citation of NT Sensors’ URL address.
This citation is only permitted via a cover image or explanatory text linking to the website; integration into a different website is expressly prohibited.
Any other use of NT Sensors’ website content requires NT Sensors’ prior written consent.
Training materials and content.

NT Sensors is the owner of all intellectual property rights, including copyrights, related to the training materials and content; OEM Customers/Customers shall use such materials and content in accordance with Clause 15 of these B2B Terms and Conditions.
Customer/OEM Customer/User/End User shall not copy, record, reproduce, disclose, transmit or assign any part of such materials and content without the prior written consent of NT Sensors.
For purposes of clarification, this prohibition includes a general prohibition against recording any training session or uploading any training materials to any website.

14. privacy policy

Please visit https://www.ntsensors.com/privacy-policy/

15. TRAINING

Training services offered by NT Sensors will last for one (1) day, unless otherwise stated in an offer.
Training offerings will always involve full upfront payment, including upfront payment of NT Sensors trainer travel and lodging expenses.
The following training refund policy will apply to cancellation of registrations:

Registrations cancelled up to three (3) weeks prior to any scheduled training will receive a 100% refund of registration fees; registrations cancelled less than three (3) weeks prior to any scheduled training will receive a 50% refund of registration fees;

Registrations cancelled on the same day scheduled for a training, including non-attendance, will not be eligible for a refund.
NT Sensors expenses already incurred on the date of cancellation will not be eligible for a refund.

The training does not involve the provision of consulting services to the OEM Customer/Client, which should not be based on any opinion, comment or advice provided by NT Sensors’ trainer during.

Training, for any particular purpose related to the customer’s business/OEM and NT Sensors hereby disclaims any liability resulting therefrom.

The intellectual property, including copyrights, of all training materials and content belongs exclusively to NT Sensors.
The OEM customer/customer shall not copy, record, reproduce, disclose, transmit or assign any part of such materials and content without NT Sensors’ prior written consent.
For purposes of clarification, this prohibition includes a general prohibition against recording any training session or uploading any training materials to any website or cloud platform.
Provided that a work visa is requested for NT Sensors’s instructor in the OEM Customer/Client’s country to complete the Training, the Training dates agreed upon between NT Sensors and the OEM Customer/Client will be contingent upon NT Sensors obtaining such visa.
NT Sensors hereby waives any liability, penalty or compensation in the event that training is delayed due to a delay in obtaining such visa.

16. TECHNICAL SERVICE

Customers can enjoy technical support services available in English and Spanish, Monday through Thursday from 9 a.m. to 5 p.m. and on Fridays from 9 a.m. to 2 p.m.
The content, level of interaction with customers, response priority, validity and pricing policy of technical support services will be within NT Sensors’ own criteria.

Technical Service shall not include anything not expressly described above, including but not limited to the following:

Explanation of functionalities, diagnosis of problems or analysis of products not purchased from NT Sensors.

Troubleshooting or analysis of technical problems related to accessories used in conjunction with the products that do not meet NT Sensors’ recommended system requirements.

Resolution of problems arising from: improper use of the Products, failure on the part of the computer or computer network, virus infection, recovery from backups and other causes that fall outside the scope of normal use of the Products.

Advice on how to apply the Products to User’s business model, unless such advisory services have been specifically and separately agreed with NT Sensors.

17. GOVERNING LAW and DISPUTE RESOLUTION

These T&Cs shall be construed in accordance with and governed by the Laws of the Kingdom of Spain.
The parties hereto, waiving any other rights they may have, expressly agree that any dispute, discrepancy, question or claim arising out of or in connection with the performance or interpretation of these T&Cs, directly or indirectly, shall be submitted to the competent Courts of the City of Tarragona (Spain).