By buying 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 for YOU to 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 (VAT) number ES-B43968627 and registered address at C/ Jaume I, n 23 El Catllar,, Spain (“NT Sensors”), regarding your (“YOUR”) purchase and use of the Product(s). 

  1. DEFINITIONS “Customer” shall mean an individual or entity validly purchasing and/or obtaining a license on the Product within the framework of its professional or business activity. “Documents” shall include but not being limited to the information contained in NT Sensors´s Websites, User´s Handbooks, Technical Guides and Training materials. “Intellectual Property Rights”, or “IP Rights”, shall include but not to be limited to patents, know- how, software, software electronics, firmware, algorithms, source code, binary code, application programming interface -API- database rights, technology, inventions, discoveries, improvements, practices, methods, processes, materials, ideas, formulae, samples, prototypes, compositions, drawings, diagrams, blueprints, studies, work in progress, visual demonstrations, concepts, trademarks, logos, slogans, translations, utility models, trade names, domain-names, designs and models and any applications thereof as well as copyrights and related rights, trade secrets and confidential information, concerning the Product(s), the Documents, the Training materials and contents. “OEM Customer” shall mean a company or entity that purchases the Product with the purpose of embedding the Product(s) into 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 rendered by NT Sensors. “Training” shall mean any training connected to the Products offered by NT Sensors to Customers and OEM Customers in consideration for a fee. “Users” shall mean anyone gaining access to NT Sensors´s websites.

2. ACCEPTANCE These B2B T&C shall apply to all offers and sales made by NT Sensors to Customers and OEM Customers. Specific terms and conditions agreed upon for a particular order shall not bind NT Sensors for future orders. A purchase order submitted to NT Sensors or the reception of Product(s) supplied by NT Sensors implies express acceptance of these B2B T&C upon which only specific selling terms agreed upon by NT Sensors and Customer/OEM Customer on a case by case basis, will prevail.

3. OFFERS

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

4. DISCONTINUANCE OF SUPPLY 

NT Sensors shall be entitled at any time to discontinue the production, sale or distribution of any of its Product(s), to change the design, structure, or functionality of any of its Product(s) and any part thereof, to amend the Product(s) and to change its service, warranty or other policies. NT Sensors engages to support discontinued Product(s) with parts availability and bug fixes as long as such stocks are not sold out.

5. PRICES 

Unless otherwise established in writing, prices set forth in NT Sensors´s price lists and offers shall be deemed as expressed in Euro currency and shall be considered FCA NT Sensors´s premises in El Catllar, Spain (Incoterms® latest release), exclusive of VAT or any other applicable tax or duty. NT Sensors shall be entitled to modify its price list at any time without prior notice and therefore, Customer/OEM Customer undertakes to ask for an offer for every order. A price list disclosed by NT Sensors supersedes and makes unenforceable any preceding one as from the date of its coming into force. The valid price list shall be the one in force at the time of placing an order. Unless a different provision is included in NT Sensors´s offer, prices do not include: The cost of obtaining any technical certificate required by any authority to distribute the Products in the country of destination, nor any document requested for customs clearance; Any extra costs arising out of, but not limited to, delay during customs clearance in the importing country, whether or not customs clearance is NT Sensors´s duty.

6. PAYMENT 

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

7. RETENTION OF TITLE 

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

8. ORDERS 

All orders shall be forwarded to NT Sensors in writing, email serving to this purpose. NT Sensors shall issue a pro forma invoice which shall be signed and returned in acceptance by Customer/OEM Customer. NT Sensors may reject or cancel any pending order, whenever there are pending payments from Customer/OEM Customer. Orders cannot be cancelled after shipment of Product(s). Neither can they be cancelled in case of non-stock Product(s), after initiation of the raw materials supply or the manufacturing processes, nor in case of products not manufactured by NT Sensors which have to be bought from third suppliers.

9. DELIVERY 

Unless expressly agreed otherwise, delivery terms shall be EXW NT Sensors´s premises in El Catllar, Spain (Incoterms® latest release). Should Customer/OEM Customer be interested in any other delivery term, it shall inform NT Sensors thereof at the time of placing its order, in order for NT Sensors to submit a new quotation. The Incoterms® rule expressed in NT Sensors´s offer shall not be waived by the fact that Products are dispatched with shipping costs prepaid, at Customer’s//OEM Customer´s prior request. NT Sensors´s invoice shall break down any shipping or extra costs prepaid, taking into account that NT Sensors shall not assume any liability concerning customs clearance requirements in the country of destination. Delivery time shall be the one disclosed in NT Sensors´s offer and shall start the day after full payment is made by Customer//OEM Customer or, should any credit be granted by NT Sensors, the day after a down-payment is made by Customer/OEM Customer in the amount agreed upon with NT Sensors. Under no circumstance shall NT Sensors be considered responsible for any delay in delivery due to the carrier’s or third parties’ failure. NT Sensors shall inform Customer/OEM Customer as soon as possible about any circumstance beyond its responsibility and preventing the agreed delivery time from being met, stating the reasons of the delay, in which case Customer/OEM Customer accepts partial shipments or to agree on a new delivery time, which shall not imply Customer’s/OEM Customer´s right to cancel the order or to claim for any compensation.

10. SHIPPING COSTS 

Product(s) shipped by NT Sensors do not include any shipping insurance; any Customer interested in taking out said insurance must expressly inform NT Sensors thereof in writing at the time of submitting an order, indicating the kind of coverage desired. The cost of the shipping insurance shall be invoiced by NT Sensors as a part of the shipping costs.

11. WARRANTY 

Warranty and Warranty Period NT Sensors guarantees that its Products comply with the specifications in its offers for a period of two (2) year from the date of delivery, invoice document, or shipping document giving evidence (“the Warranty Period”), provided that they are handled, shipped, stored, operated, used and maintained according to the instructions in NT Sensors User´s Guides. 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 Customer shall check deliveries immediately after reception at destination and shall inform NT Sensors in writing within seven (7) days about any apparent non-conformity. After such term, Customer/OEM Customer shall not be entitled to bring any claim regarding quantitative shortcomings or apparent non-conformities which should have been noticed during unboxing/unpacking, and NT Sensors shall not be obliged to accept return of such Products. Claims for hidden defects or qualitative non-conformities must reach NT Sensors in writing within thirty (30) days after Customer/OEM Customer learned 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: Customer/OEM Customer shall report any alleged non-conformity to NT Sensors´s After Sales Service written by e-mail at ntsensors@ntsensors.com, including a detailed list of all alleged non- conformities; NT Sensors shall count on five (5) banking days to reply, either by admitting the claim, or by rejecting it; If the claim is admitted, NT Sensors shall notify its acceptance to Customer/OEM Customer and shall choose, at its discretion, either to replace or amend the non-conforming Product at no additional cost to Customer/OEM Customer. The Warranty Period of any replacing Product shall be the same remaining for the replaced Product; Lack of answer by NT Sensors within the term expressed above shall be deemed as a rejection of Customer/OEM Customer´s claim. Any cost resulting from analysis or essays to ascertain if non- conformity exists, shall be paid by NT Sensors should the result show Product non-conformity and by Customer/OEM Customer in case they are conforming; Replacement Products may be either new or equivalent in performance to new. NT Sensors does not warrant: (i) that the components in any replacement Product come from the same supplier or are exactly the same as in the replaced Product; nor (ii) that the operation of 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 the Warranty 

Repair service can be obtained by sending the non-conforming Product to NT Sensors (shipping costs pre-paid), only after a Return Merchandise Authorization (RMA) number is obtained from NT Sensors´s After Sales Service, according to the instructions received from our Customer.

Service Department. Some of our Products are protected with a safety seal and by removing this seal, Customer/OEM Customer shall be waiving this Warranty. If the Product is found upon examination by NT Sensors to be defective, NT Sensors shall bear shipping costs incurred in returning the Product to Customer/OEM Customer, as well as all costs involved in NT Sensors’s examination of the Product. If the Product is found upon examination by NT Sensors to be conforming, Customer/OEM Customer shall bear shipping costs incurred in returning the Product. NT Sensors may, at its discretion, demand the Product claimed to be non-conforming to be inspected or tested by an independent third party acceptable to NT Sensors.

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

Consumable parts Warranty 

The Products that are considered Consumable ( sensors, electrodes, standards) are not included in the general warranty. NT Sensors warranties for consumable a 6 month from the date of delivery, invoice document, or shipping document giving evidence. The Consumable warranty covers any manufacturing defect. It must be note than the lifespan of the Consumable Products could be less than this warranty period due to the use, the sample type/matrix, or the storage conditions. NT Sensors will replace without additional cost the Consumable part which, after being revised have been considered as “defect from origin”.

Consumable Warranty limitations 

The warranty of the sensors does not cover the defects caused by: -inadequate use, -the usual aging of the sensor, -the logic premature aging caused by certain samples, -the damaged caused by accident.

Warranty exclusions 

This Warranty does not apply to non-conformities resulting from: Hardware. Any hardware component manufactured by third parties, either integrated in the Products or sold together with the Products as a kit, and namely, but not limited to: 

  • Any external component which get deteriorated through normal wear and tear, such as sensor probes, cables, connectors, etc; 
  • Any perishable component, such as calibrated ion sensors, which lose a small percentage of its original calibration monthly. Sensors. This product is not covered by warranty because it is a consumable item. NT Sensors SL shall not be liable for any damages resulting from any malfunctions of the product, any erasusre of data or any uses of the product.

Software. 

NT Sensors hereby waives any warranty concerning software developed. Access to such software or services is solely provided to facilitate operation of the Products by Customer/OEM Customer and to these effects, Customer/OEM Customer must check and accept the terms and conditions of use by each supplier or partner. Software adapted or developed by NT Sensors for its Products is offered “as is” without any express or implied warranty. NT Sensors hereby advices Customer/OEM Customer to avoid using 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, reservoir lock gates, security systems, etc.)

Installation, maintenance, calibration and use. NT Sensors hereby waives any Warranty concerning non-conformities arising from: 

  • Improper storage; 
  • Bad/lack of maintenance: User´s Handbooks contain guidance on periodical maintenance (cleaning sensors with water, dry storage etc.). Liability should be claimed from the company carrying out maintenance, or directly from end-user if there is no such maintenance service; Wrong Product calibration; 
  • Unauthorized modification or misuse; 
  • Operation outside of the published environmental specifications for the Products; 
  • Damaged materials or parts as a result of normal wear and tear; 
  • Poor/Faulty performance of the products in which the Products are embedded by Customer/OEM Customer; 
  • Non-conformities and defects which are proved to have been caused by actions or negligence committed after the Products were delivered to the first carrier; 
  • Ingress of dust and/or water resulting from poor closing of the parking node enclosure, and attributable to the company/ ies programming the node or performing installation; 
  • Inadequate Product voltage selection by Customer/End Customer.

Product Certification. Detailed information about the certifications of the Products can be found in the respective Technical Guides. NT Sensors does not warrant that the Products count on specific product certifications required in any given country, so it´s Customer/OEM Customer´s responsibility to check whether the Products can be imported and resold in the intended country of destination.

External Agents. Damages caused to the Products by external agents, such as, but not limited to animals or weather condition (lightning, storm, wind, flooding, fire…), shall be considered as Force Majeure events, not covered under the Warranty.

Liability Waiver 

Under no circumstance shall NT Sensors be liable for indirect, incidental or consequential damages caused by the Products, including but not limited to loss of data or of profit. Customer/OEM Customer is responsible and liable to end users for any warranty given in excess of this Warranty and shall indemnify and hold NT Sensors harmless for any unauthorized warranty provided.

Customer/OEM Customer agrees to defend, indemnify and hold NT Sensors harmless from all claims, injuries, costs, expenses and damages, including attorneys’ fees, resulting from: any warranties or representations concerning the Products, either expressed or implied, made by Customer/OEM Customer or their employees, which are beyond NT Sensors´s Warranty Policy; any distribution or sale of the Products by Customer/OEM Customer or their employees for a purpose or application that has not expressly been agreed upon by NT Sensors; any alteration of the Products by Customer/OEM Customer or their employees that has not expressly been agreed upon by NT Sensors; failure by Customer/OEM Customer or their employees to maintain the Products in saleable condition; any fault made by Customer/OEM Customer or their employees during checking, testing or embedding of the Products; any action brought against NT Sensors by Customer/OEM Customer’ s employees. any claim brought by Customer/OEM Customer´s customers for injuries or damages of any kind (including but not limited to loss of or physical damage to the 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, expressed 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´s entire and sole responsibility to Customer/OEM Customer is as set forth above. No claims based on product liability shall be accepted by NT Sensors in cases different than the ones established in the preceding paragraphs. To the extent permitted by law, NT Sensors’s Product liability is limited to a global amount of one million and two hundred thousand Euro (1,200,000.00 €) per accident, for personal injury and material damages.

12. USE OF THE 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. Except to the extent prohibited by law, NT Sensors makes no express or implied representation or warranty of any kind with regard 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 error, incidental or consequential damage in connection with the use of the Documents and the examples included 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 readers´ personal use, without NT Sensors´s prior written consent. 
  3. NT Sensors has created the Documents for the personal use of Users as well as for external communication. The information in the Documents, whether in whole or in part, cannot 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 taken every care in the preparation of its Websites. However, it cannot guarantee that Customers/OEM Customers/Users will enjoy uninterrupted access at all times.
  6. 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 thereon without liability or notice to Customers/OEM Customers/Users. 
  7. NT Sensors shall not be liable for any loss, damage, liability or expense incurred in, or suffered, and resulting from the use of the Documents, including, without limitation, any fault, error, omission, interruption or delay with respect thereto. The use of the Websites is at the Customer/OEM Customer/User’s sole risk. 
  8. Links on the Documents to third-parties´ websites are provided solely as a convenience to Customer/OEM Customer/Users. By using these links, YOU will leave NT Sensors´s websites. NT Sensors has not reviewed all third-parties ‘documents/websites and is not responsible for any of these sites or their content. Access to any of these third-parties ‘documents/websites is entirely at Customer/OEM Customer/Users´s own risk. 
  9. Customer/OEM Customer must carefully read the User’s Handbooks of the Product(s), especially sections “Before Using the Product(s)”, “How to use the Product(s)”, “Maintenance” and “Standardisations”, before putting the Product(s) into operation.

13. INTELLECTUAL PROPERTY 

Ownership of IP Rights 

Product(s) are protected by Intellectual Property Rights of NT Sensors, whether registered or not, and except as expressly indicated, nothing in these B2B T&C or in the Documents shall be construed as to grant Customer/OEM Customer/User a license or any other right on NT Sensors´s IP Rights. Customer/OEM Customer/Users are not permitted to copy, modify, decompile, use, reproduce, distribute, broadcast or make any public disclosure of any of NT Sensors´s IP Rights without NT Sensors´s prior written consent.

No obstruction 

Customer/ OEM Customer/User shall refrain from incurring any action that may obstruct the granting of pending patents or any other IP Right for which NT Sensors may have applied, or may apply as a result of any custom development carried out for Customer/OEM Customer.

IP Rights on custom developments 

Any IP Right arising from any Product customisation or from any custom development project carried by NT Sensors for Customer/ OEM Customer, will exclusively belong to NT Sensors, including the right to file for any IP protection under any jurisdiction. Only NT Sensors will have the right to manufacture and sell any custom development made for Customer/OEM Customer, who will only enjoy the right to use any custom development carried out by NT Sensors under a non-assignable license, except as otherwise agreed in writing.

Trademarks

NT Sensors, and IMACIMUS together with any design or logo connected to them, and any other whether registered or not in any specific jurisdiction, used by NT Sensors in the promotion of the Products, are trademarks of NT Sensors (“the Trademarks”). The rest of trademarks appearing on the Documents or in NT Sensors´s Websites are the property of NT Sensors´s suppliers or partners and may be protected under different intellectual property regulations.

NT Sensors´s Websites 

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

NT Sensors is the owner of all IP Rights -including Copyright- concerning Training materials and content; Customers/OEM Customers shall use said materials and contents according to Clause 15 of these B2B T&C. Customer/OEM Customer/User/End User, will not copy, record, reproduce, disclose, broadcast, or assign any part of said materials and content without NT Sensors´s prior written consent. For clarification purposes, this prohibition includes a general ban to record any Training session, or to upload 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 one (1) days unless otherwise expressed in an offer. Training offers will always imply full prepayment, including prepayment of NT Sensors´s trainer travel and accommodation expenses. The following Training Refund Policy shall apply to cancellation of registrations: 

Registrations cancelled up to three (3) weeks before any scheduled Training, will get a 100% refund of registration fees; Registrations cancelled less than three (3) before any scheduled Training, will get a 50% refund of registration fees; 

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

Training does not imply the provision of consultancy services to Customer/OEM Customer, who should not rely on any opinion, comment or advice provided by NT Sensors´s trainer during.

Training, for any particular purpose pertaining to Customer/OEM Customer´s business and NT Sensors hereby waives any liability resulting thereof.

Intellectual Property, including copyright, of all Training materials and content belongs exclusively to NT Sensors. Customer/ OEM Customer will not copy, record, reproduce, disclose, broadcast, or assign any part of said materials and content without NT Sensors´s prior written consent. For clarification purposes, this prohibition includes a general ban to record any Training session, or to upload any Training materials to any website or cloud platform. Whenever a working visa for NT Sensors´s trainer is requested in the country of Customer/OEM Customer to accomplish the Training, Training dates agreed between NT Sensors and Customer/OEM Customer will be contingent upon NT Sensors obtaining such visa. NT Sensors hereby waives any liability, penalty or compensation, should Training be delayed on the grounds of a delay in obtaining such visa..

16. TECHNICAL SERVICE 

Customers can enjoy technical support services available in English and Spanish, Monday through Thursday from 9am to 5 pm and Friday from 9am to 2 pm. The content, level of interaction with Customers, response priority, validity and pricing policy for technical support services will be at NT Sensors own criteria.

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

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

Problem-diagnosis or analysis of technical problems related to accessories that are being used in conjunction with the Products and do not meet the system requirements recommended by NT Sensors. 

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

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

17. GOVERNING LAW and DISPUTE SETTLEMENT 

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

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