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1. Object of the Agreement
1.1. Under the terms and conditions of this Agreement the Seller shall deliver products which are specified in section 1.1. of the SC and Annex 1 of SC (hereinafter individually referred to as a “Product” and collectively – as the “Products”) upon orders of the Buyer following procedure described below and the Buyer shall pay for delivered Products and perform other obligations described in this Agreement. The Buyer confirms and understand that the Product referred in Clause 1.1 (a) of the SC constitutes a complete set, i.e., the ultrasonic water meter Qalcosonic W1 cannot be ordered and sold without the appropriate quantity of LoRaWAN Gateway with Lorawan Network & Connectivity required for their operation. Also, installation of both components should be done according to the Seller’s recommendations and any deviation from the original recommendations can prevent Buyer from using Mainhive Software & Mobile App of the associated product.
1.2. For the purposes of this Agreement, an “Effective Date” means the date when this Agreement is signed by both Parties.
1.1. Under the terms and conditions of this Agreement the Seller shall deliver products which are specified in section 1.1. of the SC and Annex 1 of SC (hereinafter individually referred to as a “Product” and collectively – as the “Products”) upon orders of the Buyer following procedure described below and the Buyer shall pay for delivered Products and perform other obligations described in this Agreement. The Buyer confirms and understand that the Product referred in Clause 1.1 (a) of the SC constitutes a complete set, i.e., the ultrasonic water meter Qalcosonic W1 cannot be ordered and sold without the appropriate quantity of LoRaWAN Gateway with Lorawan Network & Connectivity required for their operation. Also, installation of both components should be done according to the Seller’s recommendations and any deviation from the original recommendations can prevent Buyer from using Mainhive Software & Mobile App of the associated product.
1.2. For the purposes of this Agreement, an “Effective Date” means the date when this Agreement is signed by both Parties.
2. Product ordering process
2.1. The Buyer shall place orders for Products under this Agreement by providing a written purchase order by e-mail (hereinafter individually referred to as “Order”, collectively as “Orders”). Any Order shall be subject to acceptance by the Seller under the terms and conditions herein.
2.3. The Parties agree that Orders have to be in an electronic form and that each Order has to be submitted and confirmed by an authorized person of the corresponding Party.
2.4. The Parties shall put efforts to agree on the possible conditions of the Order, delivery terms and etc. prior Order confirmation.
2.5. The Seller shall provide feedback in regard to each Order. Any Order received by the Seller shall be deemed to be accepted only when the Seller has issued a written Order confirmation. Each Order confirmation shall include Order due date, which is approximate date. Upon receipt of the Order confirmation, the Buyer must review the Order terms and conditions and confirm it within 1 (one) Business Day. If the Buyer does not provide any confirmation/comments within the above-mentioned time, it shall be held, that the Order terms and conditions are confirmed.
2.6. The Seller shall retain unilateral right not to accept the Order placed by the Buyer by giving a written notice due to the disruption of production, supply-chain strains, lack of components or other causes, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. The Seller shall also retain unilateral right to suspend or cancel any confirmed Order in whole or in part at the Seller’s absolute discretion in the event of government restrictions, blockage, embargo, lack of components, supply-chain strains, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. In case of suspension of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise and put effort to agree with the Buyer on the possible conditions for suspended Order that satisfy both Parties. In case of cancellation of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise, leaving a possibility to the Buyer to terminate this Agreement with immediate effect. The Seller shall also retain unilateral right to modify any confirmed Order in whole or in part (e.g. delivery terms, prices, etc.) at the Seller’s absolute discretion in the event of government restrictions, blockage, embargo, lack of components, supply-chain strains, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. In case of modification of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise, leaving a possibility to the Buyer to request for the revision of modified Order’s conditions and/or its cancellation, covering the costs already incurred by the Seller.
2.7. Confirmed Orders under this Agreement shall be binding for the Buyer. Each accepted Order shall be subject to the terms and conditions set out in this Agreement.
2.8. Confirmed Orders cannot be canceled or modified, unless agreed otherwise between the Parties in a written form or in case of circumstances listed in section 2.6 of the GC. Changes in the Order may affect the Order due date, prices and/or extra charges.
2.9. The relevant Product line ordered in a particular Order may vary in different designs at the Seller’s absolute discretion, depending on the production capacity across the lines, while maintaining the same technical level and specifications specified in Annex 1 of SC.
2.1. The Buyer shall place orders for Products under this Agreement by providing a written purchase order by e-mail (hereinafter individually referred to as “Order”, collectively as “Orders”). Any Order shall be subject to acceptance by the Seller under the terms and conditions herein.
2.3. The Parties agree that Orders have to be in an electronic form and that each Order has to be submitted and confirmed by an authorized person of the corresponding Party.
2.4. The Parties shall put efforts to agree on the possible conditions of the Order, delivery terms and etc. prior Order confirmation.
2.5. The Seller shall provide feedback in regard to each Order. Any Order received by the Seller shall be deemed to be accepted only when the Seller has issued a written Order confirmation. Each Order confirmation shall include Order due date, which is approximate date. Upon receipt of the Order confirmation, the Buyer must review the Order terms and conditions and confirm it within 1 (one) Business Day. If the Buyer does not provide any confirmation/comments within the above-mentioned time, it shall be held, that the Order terms and conditions are confirmed.
2.6. The Seller shall retain unilateral right not to accept the Order placed by the Buyer by giving a written notice due to the disruption of production, supply-chain strains, lack of components or other causes, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. The Seller shall also retain unilateral right to suspend or cancel any confirmed Order in whole or in part at the Seller’s absolute discretion in the event of government restrictions, blockage, embargo, lack of components, supply-chain strains, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. In case of suspension of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise and put effort to agree with the Buyer on the possible conditions for suspended Order that satisfy both Parties. In case of cancellation of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise, leaving a possibility to the Buyer to terminate this Agreement with immediate effect. The Seller shall also retain unilateral right to modify any confirmed Order in whole or in part (e.g. delivery terms, prices, etc.) at the Seller’s absolute discretion in the event of government restrictions, blockage, embargo, lack of components, supply-chain strains, with no legal responsibility for any direct or indirect damage or loss caused by the Buyer. In case of modification of the confirmed Order, the Seller shall notify the Buyer in writing as soon as the respective circumstances arise, leaving a possibility to the Buyer to request for the revision of modified Order’s conditions and/or its cancellation, covering the costs already incurred by the Seller.
2.7. Confirmed Orders under this Agreement shall be binding for the Buyer. Each accepted Order shall be subject to the terms and conditions set out in this Agreement.
2.8. Confirmed Orders cannot be canceled or modified, unless agreed otherwise between the Parties in a written form or in case of circumstances listed in section 2.6 of the GC. Changes in the Order may affect the Order due date, prices and/or extra charges.
2.9. The relevant Product line ordered in a particular Order may vary in different designs at the Seller’s absolute discretion, depending on the production capacity across the lines, while maintaining the same technical level and specifications specified in Annex 1 of SC.
3. Deliveries and packing
3.1. The Products shall be delivered in accordance with the Agreement. Delivery shall be EXW Veterinarų str. 52, Biruliškės, Kaunas district, Lithuania (INCOTERMS 2020), unless agreed otherwise between the Parties and specified in section 3 of the SC.
3.2. Risk of loss and damage to the Products shall pass in accordance with INCOTERMS 2020. The title to the Products shall not pass earlier than full settlement for the Products in accordance with section 5 of the GC.
3.3. The Seller reserves the right to select the manner in which the Products are packaged. Special requirements for packaging shall be subject to extra charges.
3.4. In cases of unjustified rejection of Products, the Buyer shall cover all the reasonable costs and damages incurred by the Seller.
3.5. Upon delivery the Buyer signs and provides to the Seller the waybill and / or presented VAT invoice and separate confirmation about the received Products for VAT purpose in a form provided by the Seller, if VAT applies.
3.1. The Products shall be delivered in accordance with the Agreement. Delivery shall be EXW Veterinarų str. 52, Biruliškės, Kaunas district, Lithuania (INCOTERMS 2020), unless agreed otherwise between the Parties and specified in section 3 of the SC.
3.2. Risk of loss and damage to the Products shall pass in accordance with INCOTERMS 2020. The title to the Products shall not pass earlier than full settlement for the Products in accordance with section 5 of the GC.
3.3. The Seller reserves the right to select the manner in which the Products are packaged. Special requirements for packaging shall be subject to extra charges.
3.4. In cases of unjustified rejection of Products, the Buyer shall cover all the reasonable costs and damages incurred by the Seller.
3.5. Upon delivery the Buyer signs and provides to the Seller the waybill and / or presented VAT invoice and separate confirmation about the received Products for VAT purpose in a form provided by the Seller, if VAT applies.
4. Inspection
4.1. The Buyer shall have the obligation of thorough inspection of Products at the moment of their receipt. During such inspection the Buyer shall inspect if:
4.1.1. the number of Products received is as agreed;
4.1.2. the Products correspond the confirmed Order;
4.1.3. no visible damage has been caused to the Products delivered and thus the Products delivered are not visually defected.
4.2. The Buyer shall have the obligation to perform inspection within 3 (three) Business days from the moment of receipt of the Products. The Buyer shall also be responsible to notify the carrier of any damage in a corresponding note on the transport document.
4.3. The Buyer shall not be entitled to make claims at a later date in respect of any inconsistency / defects which could have been found by inspection in accordance with section 4.1. of the GC within time period specified in section 4.2. of the GC. In case any inconsistency / defects are found subject to section 4.1. of the GC, the Buyer has the right to refuse to accept the corresponding wrong / defective amount and shall accept the properly delivered amount of Products by indicating the rejected part of the Products and the issues in the waybill and / or presented VAT invoice and provide filled RMA form (Annex 2 and (or) 3 to SC) within time period specified in section 4.2. of the GC.
4.1. The Buyer shall have the obligation of thorough inspection of Products at the moment of their receipt. During such inspection the Buyer shall inspect if:
4.1.1. the number of Products received is as agreed;
4.1.2. the Products correspond the confirmed Order;
4.1.3. no visible damage has been caused to the Products delivered and thus the Products delivered are not visually defected.
4.2. The Buyer shall have the obligation to perform inspection within 3 (three) Business days from the moment of receipt of the Products. The Buyer shall also be responsible to notify the carrier of any damage in a corresponding note on the transport document.
4.3. The Buyer shall not be entitled to make claims at a later date in respect of any inconsistency / defects which could have been found by inspection in accordance with section 4.1. of the GC within time period specified in section 4.2. of the GC. In case any inconsistency / defects are found subject to section 4.1. of the GC, the Buyer has the right to refuse to accept the corresponding wrong / defective amount and shall accept the properly delivered amount of Products by indicating the rejected part of the Products and the issues in the waybill and / or presented VAT invoice and provide filled RMA form (Annex 2 and (or) 3 to SC) within time period specified in section 4.2. of the GC.
5. Prices and payment terms
5.1. Prices for Products are described in Annex 1 of SC (hereinafter referred to as “Price List”). Price List may include specific period of validity.
5.2. Product prices may depend on the scope of the Buyer’s Order (amount of Products ordered). Prices shall be applicable based on the Price List, valid at the moment of placing the Order by the Buyer.
5.3. Prices are based on EXW conditions, INCOTERMS 2020. Prices do not include value added tax (VAT) or any federal, state, municipal or other taxes or duties (hereinafter collectively referred to as “Taxes”). All Taxes, if any, due on account of purchases hereunder shall be paid by the Buyer.
5.4. Delivery costs shall be bore by the respective Party under the INCOTERMS conditions, specified in the Agreement.
5.5. Product prices, described in the Price List, can be changed unilaterally by the Seller by informing the Buyer in writing about the planned price adjustment at least one (1) month in prior and providing new Price List.
5.6. All invoiced sums shall be paid by the Buyer in full in the currency of the invoice without deduction or set off (statutory or otherwise).
5.7. The Parties agree on the following payment terms and conditions:
5.7.1. The amounts to be paid to the Seller under this Agreement shall be paid in advance with full 100% of the invoice sum payable upon receipt of a pro forma invoice which shall be submitted to the Buyer after the Order is confirmed according to section 2 of the GC.
5.7.2. The Parties confirm their understanding that any Order shall be commenced (started processing) by the Seller only upon receipt of the full payment amount and estimated Order due date shall be postponed respectively.
5.7.3. Upon full payment amount and the moment when the Products are packed and ready for acceptance under INCOTERMS conditions specified in section 3.1. of the GC, the invoice shall be issued by the Seller and submitted to the Buyer.
5.1. Prices for Products are described in Annex 1 of SC (hereinafter referred to as “Price List”). Price List may include specific period of validity.
5.2. Product prices may depend on the scope of the Buyer’s Order (amount of Products ordered). Prices shall be applicable based on the Price List, valid at the moment of placing the Order by the Buyer.
5.3. Prices are based on EXW conditions, INCOTERMS 2020. Prices do not include value added tax (VAT) or any federal, state, municipal or other taxes or duties (hereinafter collectively referred to as “Taxes”). All Taxes, if any, due on account of purchases hereunder shall be paid by the Buyer.
5.4. Delivery costs shall be bore by the respective Party under the INCOTERMS conditions, specified in the Agreement.
5.5. Product prices, described in the Price List, can be changed unilaterally by the Seller by informing the Buyer in writing about the planned price adjustment at least one (1) month in prior and providing new Price List.
5.6. All invoiced sums shall be paid by the Buyer in full in the currency of the invoice without deduction or set off (statutory or otherwise).
5.7. The Parties agree on the following payment terms and conditions:
5.7.1. The amounts to be paid to the Seller under this Agreement shall be paid in advance with full 100% of the invoice sum payable upon receipt of a pro forma invoice which shall be submitted to the Buyer after the Order is confirmed according to section 2 of the GC.
5.7.2. The Parties confirm their understanding that any Order shall be commenced (started processing) by the Seller only upon receipt of the full payment amount and estimated Order due date shall be postponed respectively.
5.7.3. Upon full payment amount and the moment when the Products are packed and ready for acceptance under INCOTERMS conditions specified in section 3.1. of the GC, the invoice shall be issued by the Seller and submitted to the Buyer.
6. Warranty
6.1. Products shall be granted warranty, which covers defects in materials and workmanship. Such warranty shall commence upon date of invoice for Products and shall expire depending on the type of the Product:
6.1.1. 60 (sixty) months – for water meters Qalcosonic W1;
6.1.2. 6 (six) months – for any additional meter accessories (if ordered).
6.1.3. 60 (sixty) months – for LoRaWAN gateways;
6.2. Seller’s obligations and Buyer’s exclusive remedy with respect to a defective water meters shall be, at the Seller’s option, to repair or replace the defective water meters, if it is determined by the Seller to be defective, and deliver new/repaired water meters to the Buyer. In specific cases when it is technologically possible, defect elimination may be performed at the place of installation of water meters (for example, water meter configuration change, water meter firmware change, etc.). The Seller shall supplement the Buyer with necessary tools for such defect elimination which shall be performed by the Buyer. Gateways which do not conform to their technical specifications or which are defective in material or workmanship will, at Seller’s sole option, be replaced or repaired. No products may be returned by the Buyer without Seller’s prior written authorization as per RMA process set forth in the Annex 2 of SC.
6.3. For the avoidance of doubt, the Parties agree that costs for and in relation to disassembly of defective Products from the place of installment and costs for assembly of replacement Products in the place of installment (including, but not limited to, any labor and material costs) and any other costs not in relation with section 6.2. of the GC in warranty cases shall be under the responsibility of and shall be covered by the Buyer.
Return of warranty Products
6.4. In the case of faulty Product, it is necessary to inform Mainlink by e-mail support@teal-dolphin-165448.hostingersite.com by filling out the RMA form attached to this Agreement.
6.5. Each return of a different defect type in Products is completed by a separate RMA form. If the Buyer returns more than one defect type (more than one RMA form) at once, it is highly requested to identify Products or separate in different boxes.
6.6. When returning Products, the Buyer shall clearly indicate the fault or other reason. If detailed information is not provided, Product failure analysis and repair may take time.
6.7. It is mandatory to indicate all serial numbers of returned Products in RMA form. If more than 20 (twenty) Products are returned, then it is preferred but not mandatory.
6.8. The representatives of the Seller checks if information provided by the Buyer is correct and records RMA with the registration number.
6.9. Products for rework must be shipped only with registered RMA. Printed RMA form must be attached to the box with Products being returned. Only Products that are specified in RMA form are returned.
6.10. Any Products returned without notification or registered RMA are not processed and shall be on hold until RMA documentation is in place. If shipment is received from subcontractors or third party, the Seller shall inform the Buyer about the incorrect RMA case. If no reply is received within 10 (ten) Business days after notification, the Seller reserves the right to return shipment to the consignor and/or invoice for storage handling costs of 250 (two hundred fifty) USD per shipment after written notification to the Buyer.
6.11. Products must be shipped with a pro forma.
6.12. Products for warranty repair must be provided in the original or in an equivalent safety packaging, preventing potential damage that may affect the condition of Products. Shipment costs to the Seller are at the expense of the Buyer.
6.13. Registered RMA number confirmed by the Seller shall be valid for 90 (ninety) days. If within this period the Products according RMA are not accepted by the Seller, RMA shall be closed. One week before the deadline, the Buyer shall be informed by e-mail of RMA case being closed.
6.14. Products with registered and attached printed RMA form should be shipped to:
Repair workshop
Veterinarų str. 52
Biruliškės, Kaunas district
LT-54469,
Lithuania
Procedure of warranty repairs
6.15. Upon receipt, Products shall be checked by the technical personnel to confirm the fault described by the Buyer and determine whether Products comply with warranty conditions.
6.16. If failure of Product is not detected, or the Buyer's recorded non-compliance is not a fault, or failure occurred not due to fault of the manufacturer or in the non-warranty cases specified in this Agreement, the costs of defect detection shall be borne by the Buyer. Products are returned without repair only after full payment of the mentioned costs.
6.17. After the warranty has been acknowledged, Products or their parts shall be repaired and return procedure and timings agreed with the Buyer.
6.18. All additional requests or specifications which shall be raised by the Buyer or the Buyer’s representatives and is expected from the Buyer, shall be answered promptly in order to avoid delay in any step of warranty process (analysis, repairing, replacement).
6.19. Products are being repaired or replaced according to failure type. Replacement is only carried out in full compliance with warranty terms and conditions and approval from the Seller.
6.20. If Product was replaced to new one, such replaced Product shall be granted the warranty term which shall be equal to the remaining warranty term of the respective defective Product which was replaced.
6.21. After repair, Products are returned to the address indicated on the RMA form. When the Buyer expresses the need, a report on the work performed during the repair may be given or could be downloaded from the Seller’s website.
6.22. The Seller’s liability and warranty does not cover defects in case:
6.22.1. Water meters or their parts (thermometers, wires, etc.) are mechanically damaged;
6.22.2. Water meters were remodeled, changed, repaired or altered by persons not authorized by the Seller;
6.22.3. improper installation, maintenance, operation also usage not in accordance with technical specification, manual, instructions provided by the Seller and general industry practice;
6.22.4. defects are caused by water quality including, but not limited to sand dirt, debris or other impurities;
6.22.5. humidity inside the water meters detected;
6.22.6. Water meters communication configuration changes are made without prior written consent of the Seller;
6.22.7. Water meters has damaged warranty seals;
6.22.8. Water meters has damaged rubber sealings;
6.22.9. Water meters failures or improper functioning due to reasons not attributable to the Water meters itself (including, but not limited to communication network, data service provider, etc.);
6.22.10. excessive direct sunlight;
6.22.11. Product measurement error levels differ from the levels which are described in relevant laws (Measuring Instruments Directive 2014/32/EU, etc.);
6.22.12. defects are caused by other circumstances, which arise after the risk has passed to the Buyer;
6.22.13. normal wear and tear or deterioration;
6.22.14. purchased Products have been resold or otherwise transferred by the Buyer without prior written consent of the Seller. The warranty is not transferable and applies only within the territory of the Buyer’s country where it is registered (in case of legal person) or resides (in case of natural person), unless prior written consent for such transfer has been received by the Buyer from the Seller;
6.22.15. Gateways that have been modified by anyone other than Seller without Seller’s prior written consent and (or) subjected to improper handling, storage, installation, operation or maintenance;
6.22.16. Damage to gateways caused by abrasive materials, corrosion due to aggressive fluids, lightning, improper voltage supply, mishandling or misapplication;
6.22.17. Sensor batteries.
6.1. Products shall be granted warranty, which covers defects in materials and workmanship. Such warranty shall commence upon date of invoice for Products and shall expire depending on the type of the Product:
6.1.1. 60 (sixty) months – for water meters Qalcosonic W1;
6.1.2. 6 (six) months – for any additional meter accessories (if ordered).
6.1.3. 60 (sixty) months – for LoRaWAN gateways;
6.2. Seller’s obligations and Buyer’s exclusive remedy with respect to a defective water meters shall be, at the Seller’s option, to repair or replace the defective water meters, if it is determined by the Seller to be defective, and deliver new/repaired water meters to the Buyer. In specific cases when it is technologically possible, defect elimination may be performed at the place of installation of water meters (for example, water meter configuration change, water meter firmware change, etc.). The Seller shall supplement the Buyer with necessary tools for such defect elimination which shall be performed by the Buyer. Gateways which do not conform to their technical specifications or which are defective in material or workmanship will, at Seller’s sole option, be replaced or repaired. No products may be returned by the Buyer without Seller’s prior written authorization as per RMA process set forth in the Annex 2 of SC.
6.3. For the avoidance of doubt, the Parties agree that costs for and in relation to disassembly of defective Products from the place of installment and costs for assembly of replacement Products in the place of installment (including, but not limited to, any labor and material costs) and any other costs not in relation with section 6.2. of the GC in warranty cases shall be under the responsibility of and shall be covered by the Buyer.
Return of warranty Products
6.4. In the case of faulty Product, it is necessary to inform Mainlink by e-mail support@teal-dolphin-165448.hostingersite.com by filling out the RMA form attached to this Agreement.
6.5. Each return of a different defect type in Products is completed by a separate RMA form. If the Buyer returns more than one defect type (more than one RMA form) at once, it is highly requested to identify Products or separate in different boxes.
6.6. When returning Products, the Buyer shall clearly indicate the fault or other reason. If detailed information is not provided, Product failure analysis and repair may take time.
6.7. It is mandatory to indicate all serial numbers of returned Products in RMA form. If more than 20 (twenty) Products are returned, then it is preferred but not mandatory.
6.8. The representatives of the Seller checks if information provided by the Buyer is correct and records RMA with the registration number.
6.9. Products for rework must be shipped only with registered RMA. Printed RMA form must be attached to the box with Products being returned. Only Products that are specified in RMA form are returned.
6.10. Any Products returned without notification or registered RMA are not processed and shall be on hold until RMA documentation is in place. If shipment is received from subcontractors or third party, the Seller shall inform the Buyer about the incorrect RMA case. If no reply is received within 10 (ten) Business days after notification, the Seller reserves the right to return shipment to the consignor and/or invoice for storage handling costs of 250 (two hundred fifty) USD per shipment after written notification to the Buyer.
6.11. Products must be shipped with a pro forma.
6.12. Products for warranty repair must be provided in the original or in an equivalent safety packaging, preventing potential damage that may affect the condition of Products. Shipment costs to the Seller are at the expense of the Buyer.
6.13. Registered RMA number confirmed by the Seller shall be valid for 90 (ninety) days. If within this period the Products according RMA are not accepted by the Seller, RMA shall be closed. One week before the deadline, the Buyer shall be informed by e-mail of RMA case being closed.
6.14. Products with registered and attached printed RMA form should be shipped to:
Repair workshop
Veterinarų str. 52
Biruliškės, Kaunas district
LT-54469,
Lithuania
Procedure of warranty repairs
6.15. Upon receipt, Products shall be checked by the technical personnel to confirm the fault described by the Buyer and determine whether Products comply with warranty conditions.
6.16. If failure of Product is not detected, or the Buyer's recorded non-compliance is not a fault, or failure occurred not due to fault of the manufacturer or in the non-warranty cases specified in this Agreement, the costs of defect detection shall be borne by the Buyer. Products are returned without repair only after full payment of the mentioned costs.
6.17. After the warranty has been acknowledged, Products or their parts shall be repaired and return procedure and timings agreed with the Buyer.
6.18. All additional requests or specifications which shall be raised by the Buyer or the Buyer’s representatives and is expected from the Buyer, shall be answered promptly in order to avoid delay in any step of warranty process (analysis, repairing, replacement).
6.19. Products are being repaired or replaced according to failure type. Replacement is only carried out in full compliance with warranty terms and conditions and approval from the Seller.
6.20. If Product was replaced to new one, such replaced Product shall be granted the warranty term which shall be equal to the remaining warranty term of the respective defective Product which was replaced.
6.21. After repair, Products are returned to the address indicated on the RMA form. When the Buyer expresses the need, a report on the work performed during the repair may be given or could be downloaded from the Seller’s website.
6.22. The Seller’s liability and warranty does not cover defects in case:
6.22.1. Water meters or their parts (thermometers, wires, etc.) are mechanically damaged;
6.22.2. Water meters were remodeled, changed, repaired or altered by persons not authorized by the Seller;
6.22.3. improper installation, maintenance, operation also usage not in accordance with technical specification, manual, instructions provided by the Seller and general industry practice;
6.22.4. defects are caused by water quality including, but not limited to sand dirt, debris or other impurities;
6.22.5. humidity inside the water meters detected;
6.22.6. Water meters communication configuration changes are made without prior written consent of the Seller;
6.22.7. Water meters has damaged warranty seals;
6.22.8. Water meters has damaged rubber sealings;
6.22.9. Water meters failures or improper functioning due to reasons not attributable to the Water meters itself (including, but not limited to communication network, data service provider, etc.);
6.22.10. excessive direct sunlight;
6.22.11. Product measurement error levels differ from the levels which are described in relevant laws (Measuring Instruments Directive 2014/32/EU, etc.);
6.22.12. defects are caused by other circumstances, which arise after the risk has passed to the Buyer;
6.22.13. normal wear and tear or deterioration;
6.22.14. purchased Products have been resold or otherwise transferred by the Buyer without prior written consent of the Seller. The warranty is not transferable and applies only within the territory of the Buyer’s country where it is registered (in case of legal person) or resides (in case of natural person), unless prior written consent for such transfer has been received by the Buyer from the Seller;
6.22.15. Gateways that have been modified by anyone other than Seller without Seller’s prior written consent and (or) subjected to improper handling, storage, installation, operation or maintenance;
6.22.16. Damage to gateways caused by abrasive materials, corrosion due to aggressive fluids, lightning, improper voltage supply, mishandling or misapplication;
6.22.17. Sensor batteries.
7. Liability
7.1. The Seller’s liability shall be regulated and limited by the greatest extent permitted under Lithuanian law.
7.2. The Seller’s liability shall be limited only to direct damages. The Seller shall, in particular, not be liable for damages resulting from interruption of business operations, loss of revenue, loss of profit, loss of data or information, loss of interest, also for any other indirect or consequential damages, unless in cases of intent or gross negligence. Any other liability of the Seller than stated herein shall be excluded unless mandated by imperative provisions of applicable law.
7.3. The aggregate amount of contractual liability of the Seller in any claims under this Agreement in any relation with respective Product shall be limited to the price of such Product. The Seller shall not in any case be responsible for any kind of damages, losses, whatsoever incurred in the relation with the breach of the Agreement which exceeds the amount indicated herein. Without prejudice to the liability limitations foregoing, the Seller‘s maximum liability in aggregate under one Order shall in no event exceed fifty percent of the amount (sum) of that certain Order.
7.4. Any penalties or damages shall be paid within fourteen (14) calendar days after the receipt of the relevant claim confirmed by both Parties and invoice.
7.5. In case the Buyer is late with any payment due to the Seller, the Seller shall have the right to fully or partially suspend the performance of the Agreement and/or suspend or cancel the performance of its obligations under the Agreement (including but not limited to, any Order) by informing the Buyer about such suspension/cancelation by a written notice. The Seller shall resume the performance in accordance with the Agreement after the Seller has received the late payments and any other due payments from the Buyer. If such suspension extended for more than three (3) Business days (Business days are calculated in accordance with Lithuanian law), the Seller shall also have an additional reasonable “start-up” period for ongoing works to resume (directly affected delivery and Order performance deadlines shall be extended by such period).
7.6. In case the Buyer delays payment of any amounts due, under the Agreement in due time, the Buyer shall pay to the Seller delay penalties in the amount of 0,05% calculated from the amount which was not paid for each day of delay.
7.7. In case the Buyer is late to accept Products on the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 0,05% from the price of the Products which are delayed to be accepted for each day of delay. In case the Buyer is late in accepting the Products for more than one week after the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 500 (five hundred) USD for each day of delay starting from the second week of delay.
7.8. In case the Buyer breaches obligations specified in section 10 of the GC, the Buyer shall pay to the Seller a fine in the amount of 10’000 (ten thousand) USD and reimburse all damages/costs/losses incurred by the Seller which are not covered by such fine.
7.1. The Seller’s liability shall be regulated and limited by the greatest extent permitted under Lithuanian law.
7.2. The Seller’s liability shall be limited only to direct damages. The Seller shall, in particular, not be liable for damages resulting from interruption of business operations, loss of revenue, loss of profit, loss of data or information, loss of interest, also for any other indirect or consequential damages, unless in cases of intent or gross negligence. Any other liability of the Seller than stated herein shall be excluded unless mandated by imperative provisions of applicable law.
7.3. The aggregate amount of contractual liability of the Seller in any claims under this Agreement in any relation with respective Product shall be limited to the price of such Product. The Seller shall not in any case be responsible for any kind of damages, losses, whatsoever incurred in the relation with the breach of the Agreement which exceeds the amount indicated herein. Without prejudice to the liability limitations foregoing, the Seller‘s maximum liability in aggregate under one Order shall in no event exceed fifty percent of the amount (sum) of that certain Order.
7.4. Any penalties or damages shall be paid within fourteen (14) calendar days after the receipt of the relevant claim confirmed by both Parties and invoice.
7.5. In case the Buyer is late with any payment due to the Seller, the Seller shall have the right to fully or partially suspend the performance of the Agreement and/or suspend or cancel the performance of its obligations under the Agreement (including but not limited to, any Order) by informing the Buyer about such suspension/cancelation by a written notice. The Seller shall resume the performance in accordance with the Agreement after the Seller has received the late payments and any other due payments from the Buyer. If such suspension extended for more than three (3) Business days (Business days are calculated in accordance with Lithuanian law), the Seller shall also have an additional reasonable “start-up” period for ongoing works to resume (directly affected delivery and Order performance deadlines shall be extended by such period).
7.6. In case the Buyer delays payment of any amounts due, under the Agreement in due time, the Buyer shall pay to the Seller delay penalties in the amount of 0,05% calculated from the amount which was not paid for each day of delay.
7.7. In case the Buyer is late to accept Products on the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 0,05% from the price of the Products which are delayed to be accepted for each day of delay. In case the Buyer is late in accepting the Products for more than one week after the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 500 (five hundred) USD for each day of delay starting from the second week of delay.
7.8. In case the Buyer breaches obligations specified in section 10 of the GC, the Buyer shall pay to the Seller a fine in the amount of 10’000 (ten thousand) USD and reimburse all damages/costs/losses incurred by the Seller which are not covered by such fine.
8. Term and Termination
8.1. This Agreement shall commence on the Effective Date and shall be valid for the period specified in section 1.2. of the SC. This Agreement is then being extended for successive periods of one (1) year, unless terminated by any of Parties at least one (1) month before the expiration of the relevant period.
8.2. The Agreement may be also terminated, by giving 15 (fifteen) calendar days prior written notice, in the following cases:
8.2.1. by initiative of the Seller, unilaterally without applying to court, in case the Buyer is in delay of any payment for more than 15 (fifteen) calendar days;
8.2.2. by initiative of the Seller, unilaterally without applying to court, in case the Buyer breaches obligations, indicated in section 10 of the GC of the Agreement;
8.2.3. by either Party, unilaterally without applying to court, in cases of material breach of this Agreement if such breach is not remedied within thirty (30) calendar days after receipt of a written notice indicating that the Agreement may be terminated in case the breach is not remedied. In case the defaulting Party fails to remedy such breach within indicated term of thirty (30) calendar days, another Party may proceed with termination of the Agreement.
8.3. The obligations under sections 10 and 11 of the GC shall continue to exist even after the termination of the Agreement.
8.1. This Agreement shall commence on the Effective Date and shall be valid for the period specified in section 1.2. of the SC. This Agreement is then being extended for successive periods of one (1) year, unless terminated by any of Parties at least one (1) month before the expiration of the relevant period.
8.2. The Agreement may be also terminated, by giving 15 (fifteen) calendar days prior written notice, in the following cases:
8.2.1. by initiative of the Seller, unilaterally without applying to court, in case the Buyer is in delay of any payment for more than 15 (fifteen) calendar days;
8.2.2. by initiative of the Seller, unilaterally without applying to court, in case the Buyer breaches obligations, indicated in section 10 of the GC of the Agreement;
8.2.3. by either Party, unilaterally without applying to court, in cases of material breach of this Agreement if such breach is not remedied within thirty (30) calendar days after receipt of a written notice indicating that the Agreement may be terminated in case the breach is not remedied. In case the defaulting Party fails to remedy such breach within indicated term of thirty (30) calendar days, another Party may proceed with termination of the Agreement.
8.3. The obligations under sections 10 and 11 of the GC shall continue to exist even after the termination of the Agreement.
9. Confidentiality
9.1. The Buyer shall treat all Seller’s confidential information exchanged before and during the term of this Agreement strictly confidential. For the purposes of this Agreement “Confidential Information” means any and all non-public information directly or indirectly disclosed by the Seller in connection with this Agreement, including without limitation the terms of this Agreement, all business or financial information or plans of the Seller, all trade secrets of all non-public data, specifications, equipment and product information, prototypes, drawings, technical information, engineering drawings, forecasts, sales data, “know-how”, designs, computer programs, processes, inventions, current and future (unreleased) products and technology, and confidential business information such as cost data, profit margins, sales strategies, supplier information, procurement requirements, employee information, customer preference or needs, customer data and employee capabilities which are not available to the public, unpublished patent applications, invention disclosure forms, all technical information about Products or related services, pricing information, marketing and marketing plans, Products performance, Products architecture and design, other business and financial information, software, third party information the Seller is required to keep confidential, any materials derived from or based upon the Seller’s Confidential Information, and all trade secrets. The Confidential Information may be transmitted orally, in writing or electronically, irrespective whether such information was expressly marked as confidential.
9.2. Notwithstanding the foregoing, “Confidential Information” shall not include:
9.2.1. any information that is in the public domain other than due to a breach of this Agreement,
9.2.2. any information in the possession of the Buyer prior to disclosure by the Seller hereunder, or
9.2.3. any information independently developed by the Buyer without reliance on the information disclosed hereunder.
9.3. The Buyer shall keep confidential all Confidential Information received under this Agreement during the term of the Agreement and for a period of 3 (three) years thereafter provided that trade secrets shall be maintained in confidence at least until the information is no longer a trade secret under applicable law. The Buyer shall not, directly or indirectly, disclose the Confidential Information to any third party, and shall take reasonable care to protect Discloser’s Confidential Information. The Buyer shall not make any copies of any tangible documentation or materials provided hereunder, except to the extent necessary for the performance of this Agreement. The Buyer shall not use the Confidential Information for any reason other than for the performance of this Agreement.
9.4. The Buyer may only disclose the Confidential Information provided hereunder to its officers, directors, shareholders, employees or any other vicarious agents who are directly involved in the performance of this Agreement on a need-to-know basis and whom the Buyer has legally bound to comply with reasonable confidentiality obligations. The Buyer may also disclose Confidential Information to the extent it is obliged to do so under applicable laws, so long as it gives the Seller a reasonable notice to enable the Seller to take protective steps.
9.5. Upon termination of this Agreement for any reason, the Buyer shall return all Confidential Information (including all copies) to the Seller. To the extent that Confidential Information cannot be returned or upon the prior written consent of the Seller, the Buyer shall destroy this Confidential Information (including all copies) and provide written certification of their destruction to the Seller. The Buyer shall take reasonable measures to ensure that Confidential Information in electronic form cannot be restored after it has been returned or deleted.
9.1. The Buyer shall treat all Seller’s confidential information exchanged before and during the term of this Agreement strictly confidential. For the purposes of this Agreement “Confidential Information” means any and all non-public information directly or indirectly disclosed by the Seller in connection with this Agreement, including without limitation the terms of this Agreement, all business or financial information or plans of the Seller, all trade secrets of all non-public data, specifications, equipment and product information, prototypes, drawings, technical information, engineering drawings, forecasts, sales data, “know-how”, designs, computer programs, processes, inventions, current and future (unreleased) products and technology, and confidential business information such as cost data, profit margins, sales strategies, supplier information, procurement requirements, employee information, customer preference or needs, customer data and employee capabilities which are not available to the public, unpublished patent applications, invention disclosure forms, all technical information about Products or related services, pricing information, marketing and marketing plans, Products performance, Products architecture and design, other business and financial information, software, third party information the Seller is required to keep confidential, any materials derived from or based upon the Seller’s Confidential Information, and all trade secrets. The Confidential Information may be transmitted orally, in writing or electronically, irrespective whether such information was expressly marked as confidential.
9.2. Notwithstanding the foregoing, “Confidential Information” shall not include:
9.2.1. any information that is in the public domain other than due to a breach of this Agreement,
9.2.2. any information in the possession of the Buyer prior to disclosure by the Seller hereunder, or
9.2.3. any information independently developed by the Buyer without reliance on the information disclosed hereunder.
9.3. The Buyer shall keep confidential all Confidential Information received under this Agreement during the term of the Agreement and for a period of 3 (three) years thereafter provided that trade secrets shall be maintained in confidence at least until the information is no longer a trade secret under applicable law. The Buyer shall not, directly or indirectly, disclose the Confidential Information to any third party, and shall take reasonable care to protect Discloser’s Confidential Information. The Buyer shall not make any copies of any tangible documentation or materials provided hereunder, except to the extent necessary for the performance of this Agreement. The Buyer shall not use the Confidential Information for any reason other than for the performance of this Agreement.
9.4. The Buyer may only disclose the Confidential Information provided hereunder to its officers, directors, shareholders, employees or any other vicarious agents who are directly involved in the performance of this Agreement on a need-to-know basis and whom the Buyer has legally bound to comply with reasonable confidentiality obligations. The Buyer may also disclose Confidential Information to the extent it is obliged to do so under applicable laws, so long as it gives the Seller a reasonable notice to enable the Seller to take protective steps.
9.5. Upon termination of this Agreement for any reason, the Buyer shall return all Confidential Information (including all copies) to the Seller. To the extent that Confidential Information cannot be returned or upon the prior written consent of the Seller, the Buyer shall destroy this Confidential Information (including all copies) and provide written certification of their destruction to the Seller. The Buyer shall take reasonable measures to ensure that Confidential Information in electronic form cannot be restored after it has been returned or deleted.
10. Data protection
10.1. By signing this Agreement the Buyer agrees and understands that the Seller may store, process and use personal data collected from the Buyer Order form or other documents for the purposes of fulfilling this Agreement.
10.2. The Parties confirm that each of them has received the consent of its employees and / or authorized persons for the use of their personal data for the purposes of this Agreement, and each of the Parties guarantees that the personal data of the employees and / or representatives of either Party shall be used during the performance of the Agreement in compliance with the statutory requirements, no more than is necessary for this Agreement.
10.1. By signing this Agreement the Buyer agrees and understands that the Seller may store, process and use personal data collected from the Buyer Order form or other documents for the purposes of fulfilling this Agreement.
10.2. The Parties confirm that each of them has received the consent of its employees and / or authorized persons for the use of their personal data for the purposes of this Agreement, and each of the Parties guarantees that the personal data of the employees and / or representatives of either Party shall be used during the performance of the Agreement in compliance with the statutory requirements, no more than is necessary for this Agreement.
11. Force majeure
11.1. The Seller shall not be responsible for any delay or non‐performance of its obligations in case such delay or non‐performance is due to circumstances beyond the Seller‘s control, including but not limited to industrial disputes (including global and local strikes and/or lockouts), war, hostility, explosive materials, ionizing radiation or contamination by radioactivity, fires, uprisings, civil unrest, acts of terrorism, epidemics/pandemics, natural disasters, currency restrictions, computer viruses, worms etc., import or export bans, breakdowns or disruptions in telecommunication, as well as any similar conditions affecting any supplier’s performance towards the Seller.
11.1. The Seller shall not be responsible for any delay or non‐performance of its obligations in case such delay or non‐performance is due to circumstances beyond the Seller‘s control, including but not limited to industrial disputes (including global and local strikes and/or lockouts), war, hostility, explosive materials, ionizing radiation or contamination by radioactivity, fires, uprisings, civil unrest, acts of terrorism, epidemics/pandemics, natural disasters, currency restrictions, computer viruses, worms etc., import or export bans, breakdowns or disruptions in telecommunication, as well as any similar conditions affecting any supplier’s performance towards the Seller.
12. Other
12.1. The Buyer acknowledges that it has read and agrees to the MainHive Software terms and conditions set out in Annex 1 of this agreement. The Buyer further acknowledges that it has read, agrees and signed the following MainHive Software documents in the manner specified by the Seller no later than the date of this Agreement: General Terms of Use, Data Processing Agreement and Privacy Policy.
12.2. Any technical assistance or advice offered by Seller regarding use of any Product or services or provided in connection with Buyer’s purchases is given free of charge and as a convenience to the Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or services constitute a representation or warranty, express or implied. Seller’s employees or agents are not authorized to make any representations regarding any Products or services unless confirmed by Seller in writing and signed by a General director of Seller.
12.3. Terms and conditions of this Agreement and its annexes supersede any and all prior agreements, understanding or other communications, whether written or oral, formal or informal, between them in respect of the Order.
12.4. The Parties expressly agree that no different, additional or any other terms and conditions of the Buyer (for example, general terms and conditions for purchase or any similar, etc.) shall not be applicable irrespective whether the Seller objects such general terms and conditions or not.
12.5. Any amendments, supplements or any other agreements made between the Parties which amend, supplement or annul any conditions of this Agreement or are newly added to this Agreement and its Annexes shall be made in writing in the form of additional agreement to this Agreement, signed by authorized persons, unless cases of unilateral adjustment of conditions of this Agreement is specified herein, otherwise such agreements / conditions shall be considered as null and void. This shall also apply to a waiver of the written form requirement.
12.6. Any transfer of rights or obligations under this Agreement and its Annexes shall require the written consent of the other Party, excluding the Seller’s right to transfer any third party the right to request payments from the Buyer under this Agreement.
12.7. The ineffectiveness or invalidity of any provision of this Agreement or its Annexes shall not affect the effectiveness or validity of the other provisions. In such case the Parties shall agree on a complementary provision which commercially best replaces the invalid provision.
12.8. All disputes which might arise in connection with this Agreement or its Annexes or with respect to its validity - and which cannot be amicably resolved within thirty (30) calendar days after the notification by one Party to the other Party - shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. In case the sum of the claim is less than 150’000,00 USD (one hundred fifty thousand euro), the arbitral tribunal shall be composed of a sole arbitrator. In case the amount of the claim is 150’000,00 USD (one hundred fifty thousand euro) or more, the arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be in Vilnius city, Lithuania. The language of the arbitration procedure shall be English. All procedural documents shall be served via Parties‘ e-mails, indicated in the requisites of the SC.
12.9. All rights and obligations under this Agreement and its Annexes shall be governed by and construed in accordance with the laws of the Republic of Lithuania excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.10. The Parties agree that this Agreement or any Annexes or additional agreements to it shall be signed and deemed as properly concluded if they are signed in any of the agreed options indicated herein:
12.10.1. the Parties sign the documents in paper form. Each Party receives one counterpart of the signed document;
12.10.2. the first Party signs a document and sends a scanned copy of it in PDF format to the second Party. The second Party prints, and signs the received document, scans it and sends to the first Party a version of the document in PDF format which includes the signatures of both Parties.
12.11. This Agreement shall not limit Seller’s right to sell the Products to any third parties if the Seller would wish to do so. Any training of employees of the Buyer or supply of advertising material shall be subject to additional agreements by the Parties and might be subject to additional payments from the Buyer.
12.1. The Buyer acknowledges that it has read and agrees to the MainHive Software terms and conditions set out in Annex 1 of this agreement. The Buyer further acknowledges that it has read, agrees and signed the following MainHive Software documents in the manner specified by the Seller no later than the date of this Agreement: General Terms of Use, Data Processing Agreement and Privacy Policy.
12.2. Any technical assistance or advice offered by Seller regarding use of any Product or services or provided in connection with Buyer’s purchases is given free of charge and as a convenience to the Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or services constitute a representation or warranty, express or implied. Seller’s employees or agents are not authorized to make any representations regarding any Products or services unless confirmed by Seller in writing and signed by a General director of Seller.
12.3. Terms and conditions of this Agreement and its annexes supersede any and all prior agreements, understanding or other communications, whether written or oral, formal or informal, between them in respect of the Order.
12.4. The Parties expressly agree that no different, additional or any other terms and conditions of the Buyer (for example, general terms and conditions for purchase or any similar, etc.) shall not be applicable irrespective whether the Seller objects such general terms and conditions or not.
12.5. Any amendments, supplements or any other agreements made between the Parties which amend, supplement or annul any conditions of this Agreement or are newly added to this Agreement and its Annexes shall be made in writing in the form of additional agreement to this Agreement, signed by authorized persons, unless cases of unilateral adjustment of conditions of this Agreement is specified herein, otherwise such agreements / conditions shall be considered as null and void. This shall also apply to a waiver of the written form requirement.
12.6. Any transfer of rights or obligations under this Agreement and its Annexes shall require the written consent of the other Party, excluding the Seller’s right to transfer any third party the right to request payments from the Buyer under this Agreement.
12.7. The ineffectiveness or invalidity of any provision of this Agreement or its Annexes shall not affect the effectiveness or validity of the other provisions. In such case the Parties shall agree on a complementary provision which commercially best replaces the invalid provision.
12.8. All disputes which might arise in connection with this Agreement or its Annexes or with respect to its validity - and which cannot be amicably resolved within thirty (30) calendar days after the notification by one Party to the other Party - shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. In case the sum of the claim is less than 150’000,00 USD (one hundred fifty thousand euro), the arbitral tribunal shall be composed of a sole arbitrator. In case the amount of the claim is 150’000,00 USD (one hundred fifty thousand euro) or more, the arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be in Vilnius city, Lithuania. The language of the arbitration procedure shall be English. All procedural documents shall be served via Parties‘ e-mails, indicated in the requisites of the SC.
12.9. All rights and obligations under this Agreement and its Annexes shall be governed by and construed in accordance with the laws of the Republic of Lithuania excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.10. The Parties agree that this Agreement or any Annexes or additional agreements to it shall be signed and deemed as properly concluded if they are signed in any of the agreed options indicated herein:
12.10.1. the Parties sign the documents in paper form. Each Party receives one counterpart of the signed document;
12.10.2. the first Party signs a document and sends a scanned copy of it in PDF format to the second Party. The second Party prints, and signs the received document, scans it and sends to the first Party a version of the document in PDF format which includes the signatures of both Parties.
12.11. This Agreement shall not limit Seller’s right to sell the Products to any third parties if the Seller would wish to do so. Any training of employees of the Buyer or supply of advertising material shall be subject to additional agreements by the Parties and might be subject to additional payments from the Buyer.
13. Annexes
13.1. Annexes, specified in section SC, shall form an integral part of this Agreement and the Parties shall attach these Annexes to this Agreement. In case of inconsistencies between this Agreement and its Annexes the terms and conditions of the body of this Agreement shall prevail over the terms and conditions of its Annexes.
13.1. Annexes, specified in section SC, shall form an integral part of this Agreement and the Parties shall attach these Annexes to this Agreement. In case of inconsistencies between this Agreement and its Annexes the terms and conditions of the body of this Agreement shall prevail over the terms and conditions of its Annexes.
ANNEX 1
MainHive Software & Mobile App Terms and Conditions
1. This MainHive Software & Mobile App Terms and Conditions has the purpose of defining the rights and obligations of the parties in the context of the use of services and is intended to supplement the General Terms of Use .
2. This MainHive Software & Mobile App Terms and Conditions, all attachments to it - General Terms of Use, Data Processing Agreement (https://mainlink.fr/general-terms-of-use/) and Privacy Policy (https://mainlink.fr/contract-privacy-policy/) constitute the complete agreement under which the Client may use Mainlink services.
3. The Buyer confirms that he has thoroughly familiarized himself with the complete agreement with all attachments to it, i.e. General Terms of Use, Data Processing Agreement (https://mainlink.fr/general-terms-of-use/) and Privacy Policy (https://mainlink.fr/contract-privacy-policy/), and understood them and agrees with the terms and conditions specified in them. The Buyer confirms that by signing the Agreement and all Annexes to the Agreement with the Seller, he also signs all the attachments to agreement under which the Buyer may use Mainlink services, i.e. General Terms of Use, Data Processing Agreement and Privacy Policy and undertakes to comply with the provisions set forth in these documents and fulfill the obligations stipulated in them. All capitalized terms not defined herein shall have the meanings given in the General Terms of Use.
4. The method and means of providing the subscription to the Platform (“Services”) shall be under the exclusive control, management, and supervision of Mainlink. The Services will be intended exclusively for businesses (B2B). Mainlink shall provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable laws and following this Agreement.
5. Mainlink may offer applications that allow the Client to access and use the Services on mobile device. Usage of the Services through mobile devices’ applications could be limited with fewer functions or tools. Any such mobile applications offered by Mainlink shall constitute part of the Services, and, as such, their usage shall be subject to the Agreement.
6. The Client acknowledges that its access and use of the Services shall be governed by the this Terms and Conditions and all attachments to it with all subsequent amendments.
7. The Client shall reserve a right to receive reasonable help and guidance from Mainlink regarding the access and use of the Services, including but not limited to telephone or electronic support in order to locate and correct problems with access or use of the Services, as well as, bug fixes and code corrections to correct malfunctions in order to access or use of the Services (“Support Services”).
8. The Client shall have sole and full responsibility for the proper maintenance of the metering points from which the collected data will be transferred to the Platform.
9. The Client is fully liable for any breach of this Terms and Conditions and all attachments to it with all subsequent amendments by its affiliates, employees, contractors, suppliers.
10. Mainlink shall be obliged to provide generally available user guides and documentation to support the access and use of the Services.
11. Mainlink shall provide reasonable Support Services at a reasonable request of the Client through a help desk indicated on the Platform. Mainlink shall respond to enquiries of support from the Client as soon as reasonably possible during working days on working hours of the help desk.
12. Mainlink shall periodically check for the Services updates and install them following the Agreement.
13. The right to access and use of the Services is limited to the 60 months subscription period.
14. The Servises by this Terms and Conditions and all attachments to it with all subsequent amendments, and any license granted thereby, may be terminated immediately by Mainlink upon its reasonable determination that Client’s use of the Services poses a threat to the secure or reliable provision of Services to other clients, or to the Platform and data contained therein, or that Client’s use of the Services violates Third Party License, any applicable law or regulation.
15. In the event of data transmitted to the Account, Mainlink shall process the personal data provided by the Client as the Clients’ data processor, following the Data Processing Agreement.
MainHive Software & Mobile App Terms and Conditions
1. This MainHive Software & Mobile App Terms and Conditions has the purpose of defining the rights and obligations of the parties in the context of the use of services and is intended to supplement the General Terms of Use .
2. This MainHive Software & Mobile App Terms and Conditions, all attachments to it - General Terms of Use, Data Processing Agreement (https://mainlink.fr/general-terms-of-use/) and Privacy Policy (https://mainlink.fr/contract-privacy-policy/) constitute the complete agreement under which the Client may use Mainlink services.
3. The Buyer confirms that he has thoroughly familiarized himself with the complete agreement with all attachments to it, i.e. General Terms of Use, Data Processing Agreement (https://mainlink.fr/general-terms-of-use/) and Privacy Policy (https://mainlink.fr/contract-privacy-policy/), and understood them and agrees with the terms and conditions specified in them. The Buyer confirms that by signing the Agreement and all Annexes to the Agreement with the Seller, he also signs all the attachments to agreement under which the Buyer may use Mainlink services, i.e. General Terms of Use, Data Processing Agreement and Privacy Policy and undertakes to comply with the provisions set forth in these documents and fulfill the obligations stipulated in them. All capitalized terms not defined herein shall have the meanings given in the General Terms of Use.
4. The method and means of providing the subscription to the Platform (“Services”) shall be under the exclusive control, management, and supervision of Mainlink. The Services will be intended exclusively for businesses (B2B). Mainlink shall provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable laws and following this Agreement.
5. Mainlink may offer applications that allow the Client to access and use the Services on mobile device. Usage of the Services through mobile devices’ applications could be limited with fewer functions or tools. Any such mobile applications offered by Mainlink shall constitute part of the Services, and, as such, their usage shall be subject to the Agreement.
6. The Client acknowledges that its access and use of the Services shall be governed by the this Terms and Conditions and all attachments to it with all subsequent amendments.
7. The Client shall reserve a right to receive reasonable help and guidance from Mainlink regarding the access and use of the Services, including but not limited to telephone or electronic support in order to locate and correct problems with access or use of the Services, as well as, bug fixes and code corrections to correct malfunctions in order to access or use of the Services (“Support Services”).
8. The Client shall have sole and full responsibility for the proper maintenance of the metering points from which the collected data will be transferred to the Platform.
9. The Client is fully liable for any breach of this Terms and Conditions and all attachments to it with all subsequent amendments by its affiliates, employees, contractors, suppliers.
10. Mainlink shall be obliged to provide generally available user guides and documentation to support the access and use of the Services.
11. Mainlink shall provide reasonable Support Services at a reasonable request of the Client through a help desk indicated on the Platform. Mainlink shall respond to enquiries of support from the Client as soon as reasonably possible during working days on working hours of the help desk.
12. Mainlink shall periodically check for the Services updates and install them following the Agreement.
13. The right to access and use of the Services is limited to the 60 months subscription period.
14. The Servises by this Terms and Conditions and all attachments to it with all subsequent amendments, and any license granted thereby, may be terminated immediately by Mainlink upon its reasonable determination that Client’s use of the Services poses a threat to the secure or reliable provision of Services to other clients, or to the Platform and data contained therein, or that Client’s use of the Services violates Third Party License, any applicable law or regulation.
15. In the event of data transmitted to the Account, Mainlink shall process the personal data provided by the Client as the Clients’ data processor, following the Data Processing Agreement.
