Terms and Conditions of Sale

1. ORDERS.

All Order(s) are subject to acceptance by NOVATOR SOLUTIONS. Contracts between Customer and NOVATOR SOLUTIONS are formed upon NOVATOR SOLUTIONS’s written acceptance or execution of Customer’s Order(s) and shallbe subject to this Agreement. Customer may not change, cancel, or reschedule Order(s) without NOVATOR SOLUTIONS’s consent.

 

2. PRICES.

All quotations shall expire thirty (30) days from the date of issuance unless otherwise set forth in the quotation or agreed to in writing. Quoted prices do not include taxes, shipping charges, freight, duties, and other charges or fees, such as fees for customs declarations and clearance (collectively, “Additional Fees”). The customer is responsible for all Additional Fees and shall bear the risks of carrying out customs formalities and clearance, except in cases where NOVATOR SOLUTIONS has otherwise agreed in writing.

 

3. TERMS OF PAYMENT.

Specific payment terms will be outlined in any quote and sales order acknowledgement (“SOA”). The following payment terms shall apply based on the type of service or product being provided:

 

General Payment Terms.

Unless NOVATOR SOLUTIONS approves otherwise, the Customer shall make a payment of fifty percent (50%) upon submission of the Purchase Order and the remaining fifty percent (50%) before shipment except if not otherwise stated in the quotation or agreed to in writing. Payment terms of invoices shall be thirty (30) calendar days from the invoice date unless otherwise stated in the quotation or agreed to in writing. All sums not paid within thirty (30) days shall incur a penalty interest of the lesser of nine percent (9%) or the highest rate permissible by law until paid in full. If the Customer defaults on any payment under this Agreement, NOVATOR SOLUTIONS may reschedule or cancel any
outstanding deliveries and declare all outstanding invoices due and payable immediately.

 

3.1 Fixed Price Non-Recurring Engineering (“NRE”):

Invoice triggers and part of total price of NRE is described in below table.

 

 

 

 

3.2 Hourly Based Consultancy or NRE: 

For Hourly Based Consultancy or NRE services, the Customer shall make monthly payments for the hours invoiced, based on worked and reported hours. 

 

3.3 Prepaid.

For Prepaid services or product purchases, the Customer shall make a one hundred percent (100%) payment upon purchase. 

 

4. TITLE AND RISK OF LOSS.

The risk shall pass to the Customer in accordance with the agreed INCOTERMS. NOVATOR SOLUTIONS retains title to the Deliveries until full payment has been made.

 

5. DELIVERY.

Shipment dates are scheduled and conveyed to the Customer after acceptance of Order(s) and receipt of necessary documents. Claims for shipment discrepancies shall be waived unless NOVATOR SOLUTIONS are notified in writing within thirty (30) days of shipment.

 

6. CANCELLATION.

Cancellation of purchase order may be subjected to penalty fee depending on notice time and purchased item.

 

6.1 CANCELLATION OF PRODUCT PURCHASE.

Cancellation within less than three (3) working days of purchase are not subject to any fee. With cancellation of three (3) or more days purchase are subjected to restocking fee as follows: 

Orders canceled within three (3) days of purchase are subject to a fee of thirty percent (30%) of the purchase price. 

Orders canceled within seven (7) days of purchase are subject to a fee of seventy percent (70%) of the purchase price. 

Cancellations are not accepted for more than seven (7) days after the purchase date and will be charged in full hundred percent (100%) of the purchase price. 

 

6.2 CANCELLATION OF NRE OR CONSULTANCY SERVICES.

Cancellation of Order(s) with notice provided five (5) or more working days in advance of the scheduled work start date will incur no charge. However, any software or hardware purchased specifically to support the service will be billed in full. 

If notice of cancellation is provided less than five (5) working days before the scheduled work start date, the following cancellation fees will apply, based on the originally scheduled duration of work: 

For scheduled work up to twenty (20) working days, the cancellation fee shall be equal to eight (8) hours of service. 

For scheduled work up to sixty (60) working days, the cancellation fee shall be equal to forty (40) hours of service. 

For scheduled work exceeding sixty (60) working days, the cancellation fee shall be equal to eighty (80) hours of service. 

 

7. RETURN AND CHANGES.

NOVATOR SOLUTIONS does not accept return of unwanted Products. Customer must notify NOVATOR SOLUTIONS in writing of any damage to the outer packaging of the Products, shortage, or other discrepancies within three (3) days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products and may not revoke acceptance. Products returned pursuant to a warranty claim require written notice from Customer to NOVATOR SOLUTIONS within the warranty period detailing the reasons for the return, and require a return material authorization (“RMA”) number issued by NOVATOR SOLUTIONS. Changes to Order(s) shall not be binding upon nor be put into effect by NOVATOR SOLUTIONS unless confirmed in writing by NOVATOR SOLUTIONS’s appropriate representative.

 

8. SOFTWARE.

NOVATOR SOLUTIONS grants the Customer the non-exclusive right to use the contractual computer programs and associated documentation (hereinafter “Software”) exclusively for the operation of the hardware intended or supplied, therefore. The right to use is limited to the agreed period of time; in the absence of such agreement, the right to use shall be unlimited in time. The Customer shall in particular not be entitled to modify, decompile, disassemble, or otherwise reverse engineer the Software in whole or in part. All NOVATOR SOLUTIONS SOFTWARE PRODUCTS are subjected to NOVATOR SOLUTIONS’s Master Software License Agreement and End User License Agreement for specific products. 

 

9. LIMITED PRODUCT WARRANTY

Product warranty terms are provided with the Products, user manuals, data sheets or upon request. Each Product receives a standard warranty which is one (1) year from the date of receipt. 

NOVATOR SOLUTIONS warrants the NOVATOR SOLUTIONS hardware Products against defects in materials and workmanship and that the Products will conform to Specifications. 

If NOVATOR SOLUTIONS receives notice of a defect or non-conformance during the warranty period, NOVATOR SOLUTIONS will, at its option, repair, replace or support the affected Products. NOVATOR SOLUTIONS will pay expenses for shipment from and to Customer. A Return Material Authorization number must be obtained from NOVATOR SOLUTIONS for the return of any Products. If the RMA is not covered under the warranty period, the Customer is liable for shipping, handling, parts, and labor costs. If the RMA is returned within the warranty period but the cause of failure is not due to defects in materials or workmanship, Products will be categorized as unwarranted, and Customer is liable for shipping, handling, parts, and labor costs. 

 

EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USE OF NOVATOR SOLUTIONS’S PRODUCTS. 

 

10. LIMITATION OF LIABILITY.

To the extent permitted by applicable law, the Customer’s recovery from NOVATOR SOLUTIONS for any direct damages will not exceed the price of the Products at issue. To the extent permitted by applicable law, neither NOVATOR SOLUTIONS nor its employees or agents are liable for, and Customer is not entitled to any indirect, special, incidental or consequential damages; for example, loss of profits or revenue, loss of data, injury to reputation, or loss of customers. To the extent the preceding limitation of liability is deemed invalid under applicable law, NOVATOR SOLUTIONS’s total liability in any event will not exceed the greater amount of 50,000 SEK (or the equivalent converted currency) or the price of the Products at issue. Customer will indemnify, defend, and hold NOVATOR SOLUTIONS harmless from any claims based on; (i) NOVATOR SOLUTIONS’s compliance with customer’s designs, specifications, or instructions, (ii) modification of any Product by anyone other than NOVATOR SOLUTIONS, or (iii) intentionally wrongful or grossly negligent conduct in connection with the use of NOVATOR SOLUTIONS’s Products, or (iv) use of Products in combination with other products or in violation of clause 11 below.

 

11. FORCE MAJEURE.

NOVATOR SOLUTIONS is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control, (for example: acts of nature, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemics, material shortages, delays in delivery or transportation, or inability to obtain labor or materials through its regular sources).

 

12. USE OF PRODUCTS.

The customer shall comply with NOVATOR SOLUTIONS’s Product specifications, Master Software License Agreement and or applicable End User License Agreement. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or serious property If Customer uses or sells the Products for use in any such applications or fails to comply with NOVATOR SOLUTIONS’s Product specifications, Master Software License Agreement and or applicable End User License Agreement, the Customer acknowledges that such use, sale, or non-compliance is at the Customer’s sole risk.

 

13. EXPORT/IMPORT.

Certain Products sold by NOVATOR SOLUTIONS may be subject to export control laws, regulations and orders of Sweden, the European Union, and/or other countries (“Export Laws”). Customer shall comply with such Export Laws and obtain any license, permit, or authorization required to transfer, sell, export, re-export, or import the Products and related technology and documentation.

 

14. GOVERNING LAW AND JURISDICTION

14.1 Governing Law.

This Agreement shall be governed, construed, and enforced in accordance with the laws of Sweden. This Agreement can only be modified in writing signed by authorized representatives of both NOVATOR SOLUTIONS and Customer. 

14.2 Jurisdiction.

All disputes arising out of or in connection with this Agreement are subject to the exclusive jurisdiction of the Swedish court, Stockholms handelskammares skiljedomsinstitut.