1. General scope and application 

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The following General Terms and Conditions of Sale (“Terms and Conditions”) shall apply to and form an integral part of all agreements entered into between Nurtio Sensor Systems B.V. (“Nurtio”) and the purchaser (“Buyer”) for any sale of goods and services (“Products”) by Nurtio to the Buyer, unless and to the extent Nurtio and the Buyer explicitly agree otherwise in writing.
 

The Buyer’s standard or general terms and conditions are explicitly rejected and shall be disregarded by Nurtio, irrespective of whether such terms and conditions are presented or referred to by the Buyer before, in connection with, or after the conclusion of the agreement for the sale of Products from Nurtio to Buyer.

 

These Terms and Conditions shall apply in addition to and in parallel with Nurtio’s “Terms of Use” and “Privacy Notice”, which apply to any natural or legal person purchasing, accessing, or otherwise making use of certain services offered by Nurtio relating to the processing of various data recorded by and/or transmitted via the Products.

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2. Prices

 

The prices quoted in Nurtio’s order confirmation shall apply to the Products purchased by the Buyer.

Prices in any offer, confirmation, or agreement are based on delivery Ex Works (EXW, INCOTERMS latest version) as designated by Nurtio.

 

All prices are quoted as net prices and do not include value-added tax or any other potential taxes or customs duties, which are to be paid additionally by the Buyer in the amount specified by applicable law.

3. Payment

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Payment shall be made in full within fifteen (7) calendar days from the date of the invoice.

Payment has been made on the day the payable sum is received by Nurtio. All payments shall be made to the agreed-upon Nurtio bank account. Nurtio reserves the right to require advance payment.

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All late payments accrue interest at the rate of nine and a half percent (9.5%) per annum or any higher statutory rate applicable, from the due date until payment has been made in full. This shall not preclude any other rights and remedies Nurtio may have under applicable law in consideration of such late payments.

 

In case of previous payment default or reasonable doubt regarding the solvency or credit standing of the Buyer, Nurtio reserves the right to demand security or prepayment for any outstanding delivery or to declare immediate maturity of all outstanding claims.

 

4. Work orders 

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Orders are placed by a Work Order, stating (i) the type and amount of units in the order, (ii) shipment address, (iii) the VAT number of the Buyer, if applicable, (iv) the contact person with the Buyer, and other information that might be relevant to this specific order. The Work Orders shall be prepared electronically by Nurtio and signed by the Buyer via the means of Nurtio`s digital signature engine. An agreement for sale and purchase of Products is concluded and binding where there is an unconditional acceptance of Nurtio’s Work Order by the Buyer.

 

5. Delivery 

 

Products shall be delivered Ex Works (EXW, INCOTERMS latest version) as designated by Nurtio unless otherwise agreed in writing. The risk and title to the Products are transferred and passed to the Buyer at the time of delivery.

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Delivery dates communicated or acknowledged by Nurtio are approximate only, unless explicitly stated otherwise.

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Nurtio shall use commercially reasonable efforts to meet the delivery dates communicated or acknowledged, on the condition that Buyer provides all necessary order and delivery information sufficiently prior to such delivery date. However, Nurtio shall neither be liable nor be in breach of its obligations for any delivery made within a reasonable time before or after the communicated delivery date.

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Nurtio reserves the right to perform partial deliveries if such action would not unreasonably affect the Buyer.

 

Nurtio is under no circumstance responsible for any consequential or indirect costs or losses that are caused by delay in delivery or non-delivery of Products.

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6. Limitations of use

The Buyer is free to use and/or resell the Products of Nurtio within their own country. Suppose the Buyer wishes to use and/or resell the Products of Nurtio in any other country than their own. In that case, they are obliged to obtain written permission from Nurtio to ensure compliance with the local certification requirements and regulations.

The Buyer should request such permission via the email info@nurtio.com.

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7. Force Majeure

Nurtio shall not be liable for delayed or defective Products, or any other failure to meet its obligations under these Terms and Conditions and/or the agreement entered into with the Buyer, provided that the event in question is due to an unforeseen circumstance or cause beyond its control. This includes any strike, lock-out, labor dispute, an act of God, inability to obtain labor, utilities, or services, application of applicable laws, enemy or hostile actions, sabotage, war, blockades, insurrections, riots, epidemics, washouts, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or another casualty, or any other cause, whether similar to or dissimilar from the foregoing, provided that it is beyond the control of Nurtio. Nurtio shall promptly notify the Buyer of the occurrence of any such event.

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In the event of any such delay, defect, or failure to fulfill an obligation, the performance of the affected obligation shall be suspended for a period of time equal to the time of such delay, unless the delay continues for more than two (2) months, in which case Nurtio may terminate the agreement in question with immediate effect without incurring any liability.
 

8. Obligation to return products 
 

In the event that Buyer does not fulfill its payment obligations to Nurtio, or gives reason to believe that it will not fulfill any or part of their payment obligations, Buyer shall be obliged to return the Products not yet paid for to Nurtio, at Buyer’s cost. The buyer agrees to fully cooperate with Nurtio in order to enable Nurtio or any representative authorized by Nurtio to collect the Products in question.

9. Updates and recalls of the Products
 

Nurtio reserves the right to perform the over-the-air firmware updates to the Product with the purpose of improving the functionality of the Product. Such updates might change the characteristics or performance of the Products. Nurtio has the right to perform such updates without notifying the Buyer about such updates, either before or after the updates have been made.

Nurtio has the right to recall a batch of the Products after they have been bought by the Buyer. If such recall is being performed, Nurtio is obliged to notify the Buyer beforehand and discuss the terms of providing the Buyer with the replacement stock on a case-by-case basis. 
 

10. Intellectual property rights 

The sale and purchase of Products shall not imply any transfer or licensing of any intellectual property rights from Nurtio to Buyer or vice versa.

11. Limited warranty 

Nurtio warrants that the Products shall substantially conform to Nurtio’s specifications and be free from defects in design, materials, and workmanship under the normal use and service for which the Products were designed for a period of twenty-four (24) months, calculated from the date of delivery.

The warranty does not extend to any implied warranty or fitness for a particular purpose or use, irrespective of whether such purpose or use has been communicated by Buyer to Nurtio or not.

Nurtio shall, at its option and within a reasonable time, either 1) repair, 2) replace, or 3) refund defective or non-conforming Products that, in Nurtio’s opinion, are covered by the warranty.  The said remedies are exclusive and Buyer shall not be entitled to put forth any other remedy or claim related to defective or non-conforming Products at its own initiative.

The warranty shall only apply to Products that have been paid for in full with valid proof of purchase. The warranty shall only be for the benefit of the Buyer only. The warranty does not extend to the Buyer’s customers, agents, representatives, or other third parties.
 

Valid proof of purchase:

• Signed Work Order made through Nurtio or Nurtio’s authorized resellers

• The dated sales receipt from an authorized Nurtio billing system

In order to exercise its warranty rights, the Buyer must notify Nurtio in accordance with the instructions described under section 10 below.

The limited warranty does not extend to Products damaged by reason of alteration, accident, abuse, neglect or misuse or improper or inadequate handling; improper or inadequate wiring utilized or installed in connection with the Products; installation, operation, or use of the Products not made in strict accordance with the specifications and written instructions provided by Nurtio; use of the Products for any purpose other than those for which it was designed; ordinary wear and tear; disasters or Acts of God; unauthorized attachments, alterations or modifications to the Products; the misuse or failure of any item or equipment connected to the Products not supplied by Nurtio; improper maintenance or repair of the Products; or any other reason or event not caused by Nurtio.

The warranty constitutes the entire liability of Nurtio towards Buyer with regard to defective or non-conforming Products, Buyer shall not be entitled to pursue any other claim or remedy related to defective or non-conforming Products otherwise available under applicable law, including background legislation or statutes relating to the sale of goods.

This limited warranty provided by the manufacturer in no way affects a potential statutory warranty provided by law.

All quality-related defects on items sold directly by Nurtio or Nurtio’s authorized resellers are covered by an extensive warranty, starting from the date of purchase.

Not Covered Under Warranty:

• Products without sufficient proof of purchase

• Lost or stolen products

• Items that have expired their warranty period

• Non-quality-related issues (after 30 days of purchase)

• Free products

• Repairs through 3rd parties

• Damage from outside sources

• Damage from misuse of products (including, but not limited to: falls, extreme temperatures, water, operating devices improperly)

• Purchases from unauthorized resellers

12. Notification of claim. Obtaining warranty service. 

The buyer shall notify Nurtio without undue delay after it has detected that the Products are non-conforming or defective.

The buyer shall contact Nurtio’s customer service via the email support@nurtio.com.

The buyer shall prepay and cover the costs of shipping for Products returned to Nurtio for warranty service, while Nurtio will pay for the return of Products to the Buyer. However, the Buyer shall pay all shipping charges, duties, and taxes for Products returned to Nurtio from outside the Netherlands.

Nurtio does not accept returns for products that are not broken or delivered incorrectly.

13. Limitation of liability

Nurtio’s maximum and accumulated liability towards Buyer related to Nurtio’s performance, whether based on provisions in these Terms and Conditions, applicable law, statutes, tort law, or otherwise, and irrespective of Nurtio’s conduct, shall, in any event, be limited to an amount equal to the purchase price or value of the disputed Products, whichever is lower.

Nurtio shall not be liable for any lost profits or savings, loss of reputation or goodwill, claims of third parties, or any indirect, incidental, punitive, special, or consequential damages, whatsoever, whether based upon breach of warranty, breach of contract, negligence, strict liability, other legal theory or any background legislation, or other losses or expenses incurred by Buyer or any third party.

Further, Nurtio shall in no event, irrespective of its conduct, be liable towards Buyer or any third party for 1) losses or damages related to data or information stored in Products or in cloud services, or 2) losses or damages relating to the Products, other equipment, services, property or personnel, not even if such loss or damage is caused by defective Products, inaccurate or incorrect data or malfunctioning services offered by Nurtio.

14. Governing law and dispute resolution

 

The laws of the Netherlands shall govern the validity, interpretation, and enforcement of these Terms and Conditions and of any contract of which these Terms and Conditions are a part unless otherwise agreed to.

Any dispute arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of The Hague of the Netherlands. 

Notwithstanding the foregoing, Nurtio Sensor Systems B.V. reserves the right to institute any legal proceedings against Buyer in the jurisdiction of Buyer’s place of business or in any other jurisdiction where harm to Nurtio is occurring.

15. Miscellaneous 

Should any of the clauses above, in whole or in part, be legally invalid, the validity of the other clauses of these Terms and Conditions shall remain unaffected.

Any failure to exercise, or delay in exercising, any right or remedy arising from these Terms and Conditions shall not operate as a waiver thereof.