Terms and Conditions of Sale and Use for Business Customers (B2B)

By purchasing our products (the “Product(s)”) as a Business Customer or OEM Customer, YOU (“the Customer”) agree to be bound by these Standard Terms and Conditions of Sale and Use for Business Customers (“B2B T&C”). Please read each section carefully, as it is legally binding between YOU and NT Sensors, S.L., a company registered under Spanish law with tax number (VAT) ES-B43968627, and headquartered at C/ Jaume I, n 23 El Catllar, Spain.

1. Definitions

Customer: A person or entity purchasing the Product(s) in the course of professional or commercial activity.

Documents: Includes, but is not limited to, information on NT Sensors’ websites, user manuals, technical guides, and training materials.

Intellectual Property Rights: Patents, know-how, software, firmware, source code, inventions, improvements, and more.

OEM Customer: A company or entity purchasing Product(s) for embedding into other products or reselling under a different name or label.

Product: Refers to hardware devices, software programs, upgrades, and services provided by NT Sensors.

Training: Any training services related to the Products, provided by NT Sensors for a fee.

Users: Any person who accesses NT Sensors’ websites.

2. Acceptance

These B2B T&Cs apply to all offers and sales made by NT Sensors to Customers and OEM Customers. Any specific terms agreed for an order will not apply to future orders. By submitting a purchase order or receiving Products, YOU agree to these B2B T&Cs unless otherwise specified by NT Sensors.

3. Offers

Offers are valid for 30 calendar days, unless otherwise stated. NT Sensors reserves the right to discontinue products, modify designs, or change its services and warranty policies at any time. Discontinued products will still be supported with parts and error corrections as long as stock is available.

4. Prices

All prices are expressed in Euro (€) and are exclusive of VAT or other applicable taxes and duties. Prices are FCA NT Sensors’ facilities in El Catllar, Spain, according to the latest version of Incoterms®.

NT Sensors may change its price list without notice. The price in effect at the time of order will be applicable.

Prices do NOT include:

• Costs for obtaining technical certificates or customs clearance documentation.
• Additional costs from customs delays.

5. Payment

Unless otherwise agreed in writing, payment is required in full in Euro via bank transfer.

Bank Details:

• IBAN: ES65 2100 0006 3102 0138 8600
• BIC (SWIFT): CAIXESBBXXX

Ownership of Products remains with NT Sensors until full payment is received. NT Sensors may take action to protect its rights if payment is not completed, even if the Product(s) are in the Customer’s possession.

ORDERS

All orders shall be sent to NT Sensors in writing by sending an email for this purpose. 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 if there are pending payments from the OEM Customer/Customer. Orders cannot be canceled after shipment of the product(s). Nor can they be canceled 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 must be purchased from third-party suppliers.

DELIVERY

Unless expressly agreed otherwise, the terms of delivery shall be EXW NT Sensors’ premises in El Catllar, Spain (latest version of Incoterms®). If the OEM customer/customer is interested in any other delivery time, they shall inform NT Sensors when placing their order, in order for NT Sensors to submit a new quotation. The Incoterms® rule expressed in NT Sensors’ quotation shall not be waived by the fact that the Products are shipped freight prepaid, at the Customer’s/OEM Customer’s prior request.

NT Sensors’ invoice shall itemize any prepaid shipping or additional costs, noting that NT Sensors shall not assume any responsibility for customs clearance requirements in the destination country.

The 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 that NT Sensors provides any credit, the day after the OEM customer/customer makes a down payment in the amount agreed 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/Customer OEM as soon as possible of any circumstances beyond its responsibility preventing the agreed delivery time from being met, stating the reasons for the delay, in which case the Customer/Customer OEM agrees to accept partial shipments or agree to a new delivery time, which shall not entitle the Customer/OEM to cancel the order or claim any compensation.

SHIPPING COSTS

Products shipped by NT Sensors do not include any shipping insurance; any Customer interested in obtaining such insurance must expressly inform NT Sensors in writing at the time of submitting an order, specifying the type of coverage desired. The cost of shipping insurance will be billed by NT Sensors as part of the shipping costs.

ORDER RETURNS, REFUNDS, AND CANCELLATIONS

Cancellations

If you wish to cancel your order, you may do so within 90 minutes of placing your order. To do so, simply log into your account, select the order, and click “cancel order.” Individual items cannot be canceled, only the entire order. If more than 90 minutes have passed, it will not be possible to cancel the order.

Returns

You can return your order within 15 days from the date of delivery. Returns will be processed within 14 working days of receipt of the returned product in our warehouse. Please follow these steps:

• Print the return form and label.
• Pack the products in their original box.
• Insert the completed return form into the box and attach the label to the outside of the box.
• Contact the shipping company to arrange a collection date.
• Remember to request a return receipt and keep it.
• The product must be returned in the same condition in which it was received, preferably in its original box.
• If the return is due to our error or if the product is defective, no shipping charges will be applied.
• The refund will be issued through the same payment method used for the purchase.

Please note that this is an automatic translation, and it is always a good idea to have a native English speaker review important documents or communications.

WARRANTY

Warranty and Warranty Period

NT Sensors warrants that its products conform to the specifications of its offerings for a period of two (2) years from the date of delivery, as evidenced by the invoice document or shipping document (“the Warranty Period”), provided they are handled, shipped, stored, operated, used, and maintained in accordance with the shipping instructions. NT Sensors assumes liability only for non-conformities caused by NT Sensors’ actions or negligence attributable to NT Sensors before the Products were delivered to the first carrier.

The Customer/OEM shall check deliveries immediately upon receipt at the destination and inform NT Sensors in writing within a reasonable period of time of any issues.

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 non-conformities must reach NT Sensors in writing within thirty (30) days after the Customer/OEM Customer becomes aware of the non-conformity 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’s After Sales Service by email to ntsensors@ntsensors.com, including a detailed list of all alleged non-conformities; NT Sensors shall have five (5) banking days. The warranty period for any replacement product shall be the same as that remaining for the replaced product; failure by NT Sensors to respond within the time period expressed above shall be deemed to be a rejection of the Customer/OEM Customer’s claim.

Any costs resulting from analysis or testing to determine whether non-conformance exists will be paid by NT Sensors in the event that the result shows non-conformance of the product and by the Customer/OEM Customer in the event that they are in compliance; replacement Products may be new or equivalent in performance to new. NT Sensors does not warrant:

• That the components of any replacement Product are from the same supplier or are exactly the same as in the replaced Product
• 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.

Warranty Shipping and Examination Charges

Repair service may be obtained by shipping 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, in accordance with 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 shall bear 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, after examination by NT Sensors, that the Customer/OEM 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.

Warranty on consumable parts

Products that are considered consumable (sensors, electrodes, standards) are not included in the general warranty. NT Sensors warranties for consumables to 3 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 lifetime 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’.

Limitations of Consumable Warranty

The sensor warranty does not cover defects caused by:

• Improper use
• Normal ageing of the sensor
• Logical premature ageing caused by certain samples
• Damage caused by accident

Exclusions from warranty

This warranty does not apply to non-conformities resulting from:

• Hardware. Any hardware component 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 component that deteriorates 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 responsible for any damages 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 the Customer/OEM Customer and, for these purposes, the Customer/OEM Customer must verify and agree to the terms and conditions of use of each supplier or partner. 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 for non-conformities arising from:

• Improper storage
• Improper/lack of maintenance: The user manuals contain guidance on periodic maintenance (water cleaning sensors, dry storage, etc.). Mis/non-maintenance: User manuals contain guidance on periodic maintenance (water cleaning sensors, dry storage, etc.).
• Unauthorised modification or misuse
• Operation outside the published environmental specifications for the Products
• Damaged materials or parts as a result of normal wear and tear
• Poor/defective performance of the Products in which the Products are embedded by the OEM customer/customer
• Non-conformities and defects 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
• Improper 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 particular country, so it is the responsibility of the OEM Customer/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.

Disclaimer of 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. Customer/OEM 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 and against 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 of one million two hundred thousand Euros (€1,200,000.00) per accident, for personal injury and property damage.

USE OF DOCUMENTS

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

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.

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.

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.

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.

NT Sensors has taken all reasonable care in the preparation of its websites. However, it cannot guarantee that customers/OEM Customers/Users will enjoy uninterrupted access at all times. NT Sensors reserves the right, at 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.

NT Sensors shall not be liable for any loss, damage, liability or expense incurred or suffered which results 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 OEM Customer/Customer/User.

Links in the documents to third party websites’ are provided solely as a convenience to OEM Customer/Customer/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/OEM Customer’s/Users’ own risk.

The Customer/OEM should carefully read the User Manuals of the Product(s), especially the sections ‘Before using the Product(s)’, ‘How to use the Product(s)’, ‘Maintenance’ and ‘Standardisations’, before putting the Product(s) into operation.

Ownership of 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 in the Intellectual Property Rights, 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 obstruction

The OEM customer/customer/user shall refrain from taking any action that may obstruct the grant 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 custom developments

Any intellectual property rights arising from any product customisation or any custom development project carried out by NT Sensors for the OEM customer/customer shall belong exclusively to NT Sensors, including the right to apply for 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 licence, 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’ 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 by means of 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.

PRIVACY POLICY

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

TRAINING

Training services offered by NT Sensors will last for one (1) day, unless otherwise stated in an offer. Training offers will always involve full payment in advance, including payment in advance of travel and accommodation expenses for the NT Sensors trainer. 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 as a scheduled training, including non-attendance, will not be eligible for any refund. NT Sensors expenses already incurred on the date of cancellation will not be eligible for a refund.

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

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

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

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

Intellectual property, including copyright, 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 clarification purposes, 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’ instructor in the OEM Customer/Client’s country to complete the Training, the Training dates agreed between NT Sensors and the OEM Customer/Client will be dependent on NT Sensors obtaining such a 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.

TECHNICAL SUPPORT

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

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

• Explanation of functionality, 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.
• Troubleshooting problems arising from: misuse of the Products, computer or computer network failure, virus infection, backup recovery and other causes beyond the scope of normal use of the Products.
• Advice on how to apply the Products to the User’s business model, unless such advisory services have been specifically and separately agreed with NT Sensors.

DISPUTE RESOLUTION – GOVERNING LAW

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).

Terms and Conditions of Use of www.ntsensors.com

The following terms and conditions (collectively, these ‘Terms and Conditions’) apply to your use of www.ntsensors.com, including any content, functionality and services offered on or through www.ntsensors.com (the ‘Website’).

Please read the Terms and Conditions carefully before you begin using www.ntsensors.com, because by using the Website you accept and agree to be bound by and comply with these Terms and Conditions.

These Terms and Conditions are effective as of June 19, 2019. We expressly reserve the right to change these Terms and Conditions from time to time without notice. You acknowledge and agree that it is your responsibility to review this website and these Terms and Conditions from time to time and familiarise yourself with any modifications. Your continued use of this website following such modifications shall constitute an acknowledgement of the modified Terms and Conditions and an agreement to comply with and be bound by the modified Terms and Conditions.