General Terms and Conditions

1. Validity

These general terms and conditions apply between the parties to the delivery in question and to future deliveries, unless otherwise agreed in writing. The recipient of goods (also referred to as the equipment) or services is hereinafter referred to as the customer or buyer. N3 Norge AS is hereinafter referred to as N3 or the seller. These terms and conditions apply both to sales made directly by N3 and to sales made through resellers. The quotation, contractual documents, any appendices thereto, including the general terms and conditions, and any subsequent amendments constitute the agreement.

2. The Offer

The offer is valid for 14 days from the date of the offer unless otherwise stated. Unless otherwise stated, all prices exclude VAT, which will be added.
N3 is not liable if the offered item is sold out before N3 receives acceptance of the offer.

Unless otherwise specified in the quotation or another agreement, the prices include delivery of goods and services in Oslo and Bærum. Delivery outside Oslo and Bærum may be arranged by N3 at the customer's expense and risk, including the costs of additional packaging, labor, and freight.

3. Payment

Unless otherwise stated in the quotation, order confirmation, or invoice, payment is due within 14 days of delivery. After the due date, interest will accrue in accordance with the Norwegian Act relating to Interest on Overdue Payments. Subscriptions and other ongoing services are payable in advance.

4. Delivery and security

4.1 Delivery

The goods are delivered customs-cleared in Bærum and Oslo. Goods are deemed delivered when they have been made available to the customer at the agreed location. A service is deemed delivered once it has been performed and the customer has not lodged a complaint about the service within a reasonable period, and no later than 10 days.

4.2 Safety

N3 retains a purchase-money security interest in the delivered goods for the purchase price, interest, and other costs in accordance with the provisions of the Norwegian Liens Act. N3 may also require other security at any time prior to delivery of the goods.

5. Customer contact information

The customer is responsible for notifying N3 of any changes to the customer's contact information. Notification must be sent to kundeservice@n3.no.

6. Contract Amendments

N3 may amend these general terms and conditions by giving the Customer one month's written notice (including electronically). Any amendments to the agreement must be made in writing.

7. Price Changes

N3 may adjust its prices if N3’s delivery costs increase as a result of, for example, currency fluctuations, inflation, changes in a subcontractor’s prices or other terms, peak-hour charges, raw material prices, production costs, or warehousing and logistics costs. Such changes may be made by giving the Customer 14 days’ written notice (including electronically) and before N3 has received acceptance of the offer.

N3 may, without prior notice, adjust the agreed price for a product or service under the agreement in line with changes in Statistics Norway’s Consumer Price Index, based on the change in the index from January of the year in which the agreement was entered into to January of subsequent years. The adjustment takes effect from 1 January of the calendar year following the year in which the agreement was entered into.

8. Term – termination of lease/subscription

8.1 Term and termination

Unless otherwise agreed—for example, in the case of third-party financing (e.g. through DLL or Nordea)—the following applies:

a) The agreement for the Renholdssoner® mat system and other associated and similar permanently installed equipment shall remain in effect for the fixed rental period specified in the quotation or agreement document with N3. The rental period may vary, for example from 24 to 72 months. The agreement with N3 cannot be terminated during the rental period and will automatically expire at the end of the agreed period. The customer does not need to submit a notice of termination.

b) The agreement for the supply of the N3 Smart® sensor system runs until the end of the year and then for a further 12 months unless terminated by December 1. To be valid, notice of termination must be sent by email to kundeservice@n3.no. Termination may take effect no earlier than year 2.

8.2 Addendum

When purchasing additional services or products, the contract term is the same as that of the main product agreement.

9. Warranty

Any warranty provided for individual products applies only to manufacturing defects. The duration, scope, and validity of the warranty for each product are subject to and set out in the specific warranty statement issued for that product.

10. Complaints

If defective goods or services are delivered, or if the delivery of goods or services is delayed, the customer must submit a written complaint regarding the breach to kundeservice@n3.no without undue delay and no later than 10 days after the customer became or should have become aware of the breach, failing which the claim will be forfeited.

11. Delays

N3 is not liable for any consequences resulting from a product or service being delayed due to circumstances beyond N3's control.

If such a delay occurs, the delivery deadline shall be extended accordingly, in line with the nature and duration of the delay.

If the delay is due to circumstances within N3's control, liability is limited to documented direct and actual losses incurred, capped at 15% of the purchase price paid, excluding VAT. If a delay within N3's control lasts longer than 100 days, the buyer may instead terminate the agreement by giving written notice to the seller and claim compensation for documented direct losses, capped at 20% of the purchase price paid.

12. Missing

12.1 Rectification of Defects

N3 has the obligation and the right to remedy defects at its own expense. The seller is not liable for defects resulting from events occurring after the risk has passed to the buyer. Liability does not include, for example, lost equipment, improper use of the equipment, inadequate maintenance, modifications made without the seller’s written consent, repairs performed incorrectly by the customer, or normal wear and tear and deterioration.

The seller's liability covers only defects that become apparent within one year from the date the equipment was delivered. If the equipment is used more intensively than agreed or than is normal, this period shall be reduced accordingly. For parts that have been replaced or repaired, the seller assumes the same obligations as apply to the original equipment for one year, but in no event for longer than two years from the original delivery date.

12.2 Price Reduction, Termination and Damages

If repeated attempts to remedy the defect have been unsuccessful, the customer may claim a price reduction limited to a maximum of 10% of the agreed purchase price, excluding value-added tax.

If the defect is material, the buyer may instead terminate the agreement by giving written notice to the seller and claim compensation for documented direct losses incurred, limited to 15% of the agreed purchase price excluding value-added tax.

13. Assignment

The Customer may only assign its rights and obligations under the agreement with N3's written consent.

14. Limitation of Liability

The parties shall not be liable for indirect losses, such as loss of goodwill, data, contracts, business opportunities, profits or savings, or any other consequential losses.
N3's maximum aggregate liability under the agreement (except for liability under Clause 10) is limited to 20% of the contract price, excluding value-added tax.
The limitations of liability shall not apply in cases of gross negligence or willful misconduct.

15. Data and Privacy

N3's responsibility for storing data generated or created through the use of goods and services provided by N3 shall cease upon termination of the agreement, unless otherwise agreed. During and after the term of the agreement, N3 shall be entitled to use generated data for statistical purposes, troubleshooting, support, reporting to third parties (in anonymized form), further development of its systems, and other commercial purposes. The Customer is responsible for exporting and retaining any data from N3's systems before the agreement is terminated.

N3 processes personal data with full transparency in accordance with our current Privacy Policy. N3 is committed to protecting customers' personal data and will collect, use, and store it securely and responsibly. For details on how N3 processes your personal data, please see our full [Privacy Policy]

16. Default

In the event of a material breach that is not remedied within 15 days, the affected party may terminate the agreement with immediate effect and seek damages under the agreement.
Any payment delayed by more than 15 days shall always be deemed a material breach. In the event of such payment default, N3 may demand payment for all outstanding services, compensation for losses, collection costs, and the return of unpaid goods.

17. Force majeure

In the event of force majeure, the parties’ obligations under the agreement shall be suspended. Force majeure events are deemed to include circumstances beyond a party’s control, including faults, damage, servicing, inspection or repair of communications systems, failures in data or telecommunications networks, war, failures affecting data center services or technical subcontractors, natural disasters, lightning strikes, fire, strikes, epidemics, lockouts, other labor disruptions, and events resulting in a sudden or unexpectedly large reduction in personnel.

The affected party undertakes to notify the other party of any force majeure events as soon as possible. The other party’s obligations under the agreement shall be suspended for the period during which the affected party’s obligations are suspended, provided, however, that short-term force majeure events do not entitle the customer to claim a reduction in price.

18. Cancellation of order before delivery

If the customer cancels an order after receiving the order confirmation but before delivery, the customer will be charged a cancellation fee (percentage, excluding VAT) at the following rates:

1. Until the item has been dispatched by N3's supplier: 25%
2. Until the item has been dispatched from N3: 50%
3. Until the goods or services have been delivered to the customer: 70%
4. After the product or service has been put into use or installed: See section 19.
   The fee is calculated based on the total value of the cancelled product or service.

19. Right of return after delivery

Where a right of return applies to delivered goods, the goods must be returned unused, undamaged, in their original packaging, with the delivery note and all accompanying documentation and accessories, in the same condition as delivered (faultless return).
A return fee calculated on the net order value shall be charged to the customer at the following rates (percentages, excluding VAT):

1. For returns in perfect condition within 14 days of the delivery date: 25%
2. For fault-free returns within 30 days of the delivery date: 50%
3. For returns due to defects or returns made more than 30 days after purchase: N3 is under no obligation to accept the returned goods. The return fee is calculated based on the total contract value of the returned goods. All return shipping is at the customer's expense and risk.

20. Currency & fees MV

If public charges increase or the exchange rates on which a quotation is based fluctuate to such an extent that N3's costs increase by more than 5% compared with the date of the quotation, N3 may increase its prices and apply a surcharge corresponding to the increase in costs.

21. Duty of confidentiality

Information that the parties become aware of in connection with the agreement and its performance shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party. This also applies to the parties’ employees. N3 may publicly identify the customer as an N3 customer and may use the customer’s trademarks and other identifying marks in this connection.

22. Disputes and Choice of Law

Any disagreement concerning the interpretation or content of the agreement shall, where possible, be resolved through negotiations. If a resolution cannot be reached, the matter shall be decided by the ordinary courts. Norwegian law shall apply. The parties agree that Asker and Bærum District Court shall be the proper venue.

23. Terms of Service for Product Group 1 – Matting Systems Including N3 Cleaning Zones®

23.1 Scope

The terms of service for product group 1 apply to the Renholdssoner® matting system and its sub-products.

23.2 Product Description

Clean-off zones® and their associated products comprise a matting system consisting of various elements designed to stop, contain, and remove dirt and moisture in a building's entrance area.

Most systems are delivered and installed by N3 or N3's partners. In some cases, the customer will carry out the installation themselves.

The customer must test the system after installation. The test is performed by visually inspecting the installation. N3 must be contacted immediately in the event of incorrect installation or if the system does not work.

23.3 Service and maintenance

The customer must handle the system with care and in accordance with the user manual (n3manual.com) and instructions from N3.

Servicing, maintenance, and repair of the system may only be carried out by N3 or partners authorized by N3. The Customer must immediately contact N3's customer service to arrange for the return of the system if it is defective or damaged (see Section 16). The Customer is responsible for shipping costs unless otherwise agreed.

23.4 Trial Loans and Rentals

If an item is borrowed or rented for trial, the item shall be deemed accepted and delivered, and a purchase agreement shall be deemed concluded if:
a) the borrowed item has not been returned within three months of the date of delivery, or written notice that the item is to be collected has not been received by N3 within that period; or
b) the rented item has not been returned within one month after the end of the rental period, or written notice that the item is to be collected
unless otherwise agreed in writing.

If the product needs to be collected, or if costs have been incurred in connection with installation or laying, the customer will be charged for these costs. Transportation and time spent are always considered costs.

23.5 Total Functional Guarantee

The Total Performance Guarantee applies only to the Renholdssoner® mat system and includes the following during the rental period:

1. A new or repaired machine within two business days of N3 receiving the defective machine
2. Transportation to and from the place of use
3. Repair of damage and defects not caused by user error
4. Remedial work on the delivered product, including materials
   For machines: The warranty does not cover water damage or user error.
   For the Renholdssoner® mat system: The warranty does not apply on days with unusually heavy precipitation, snow, or slush combined with outdoor salting and significant temperature fluctuations. The Renholdssoner® mat system is designed to handle conditions occurring on 90% of the days of the year. N3 has the right to remedy any defects or deficiencies in the system and any failure to meet the functional requirements.

23.6 Extended Service Offering for Lease Agreements

1. Extended Service Coverage
   a) Customers who enter into a lease agreement with one of N3’s financing partners are offered extended service coverage for unforeseen incidents.
   b) The extended service coverage covers accidental damage caused by water, vandalism, theft, as well as fire and scorch damage.
2. Limitations and exclusions
   a) The extended service offering requires proper use in accordance with the user guide and instructions from N3.
   b) The arrangement never covers incidents resulting from negligence, accidents, bad luck, deliberate damage caused by the customer, or other circumstances that fall outside the definition of unforeseen events or force majeure.
   c) N3 reserves the right to assess and determine which incidents are covered by the extended service offering.
3. Compensation Claims
   a) To submit a compensation claim under the extended service offering scheme, the customer must immediately report the incident to N3 and provide the necessary documentation.
   b) Compensation will be paid following an assessment of the incident. The compensation amount may not exceed the amount originally financed.
   c) For each incident covered under this scheme, the customer will be responsible for a deductible of NOK 3,000.
4. Other terms and conditions
   a) This arrangement does not replace any standard insurance policies that the customer may have or that are recommended or required by law.

24. N3 Terms of Service for Product Group 2 – Electrical Machines

24.1 Scope

The terms of service for product group 2 apply to electrical machinery and related products and services.

24.2 Product Description

Electrical machines as further specified in the quotation (machines).
Most of the machines are delivered by N3. In some cases, the machine is shipped via a freight carrier.

The customer must test the machine after delivery by starting it and checking its main functions. If necessary, visit n3manual.com for assistance.

24.3 Service and Maintenance

The customer must handle the machine with care and in accordance with the user manual (n3manual.com) and instructions from N3.

Servicing, maintenance, and repairs of machines may only be carried out by N3 or partners authorized by N3. The customer must immediately contact N3's customer service to arrange the return of any machine that is defective or damaged (see sections 10, 18, and 19). The customer is responsible for shipping costs.

25. N3 License Terms for Product Group 3 - N3 Smart

25.1 Scope

The license terms for product group 3 apply to N3 Smart (IoT) and associated products and services (collectively, the N3 Smart system).

25.2 Product Description

The N3 Smart system consists of:

• A web portal
• N3 Zones: Sensor Machine and Zone
• N3smart Indoor Air Quality Sensor: Dust Sensor and Alarm
• N3smart Activity Sensor SIM and Bluetooth: Sensor for robots, floor scrubbers, and other machinery and equipment
• N3smart Connector: Gateway with SIM card. For use with Bluetooth
• The delivery consists of the ordered components of the N3 Smart system.

25.3 License

N3 hereby grants the customer a limited, non-exclusive, non-transferable right of use (license) to use the N3 Smart system solely for the customer’s ordinary internal business operations and for the specified number of zones and machines, as set out in the order or otherwise in the agreement. The right of use is limited to the term of the agreement and is conditional upon the customer having paid all license fees and any other outstanding amounts relating to the delivery.

The Customer is not entitled to copy, sublicense, reproduce, translate, decompile, disassemble, adapt, or modify the N3 Smart system, or attempt to do so, unless such a right is granted under a specific agreement or mandatory law.

25.4 Revision

If N3 has reason to believe that the customer's use of the N3 Smart system is in breach of the agreement, N3 may conduct an audit of the customer's accounts, records, equipment, premises, and storage media. The audit shall take place during normal business hours, with reasonable notice, and shall be carried out by auditors or other advisers appointed by N3. If the audit reveals a breach of the agreement, the customer shall bear the cost of the audit.

25.5 Delivery, installation, and replacement of lost equipment

N3 shall provide the customer with access to the N3 Smart system. The customer is responsible for ensuring that the latest version of the recommended web browser is installed.
If the customer loses or damages the N3 Smart system, or otherwise causes it to malfunction, the customer shall cover the cost of repairs and any necessary reinstallation in accordance with the current price list. The obligation to pay the subscription fee remains unaffected. No price reduction or other compensation shall be provided for periods during which data is unavailable in the portal due to missing sensors or other circumstances caused by the customer.

25.6 Warranty

N3 warrants that N3 has the right to license the N3 Smart system to the customer.
If the customer discovers an error in the N3ãSMART system, such errors must be reported as soon as possible to N3's customer service center by telephone at 02131 and/or by email at kundeservice@n3.no.

N3 is not responsible for errors caused by:

• The Customer's or any third party's services, software, equipment, or anything else not supplied or developed by N3 under the Agreement;
• Changes, modifications, updates, or additions to the N3 Smart system that have not been supplied or made by N3, or that are caused by improper use or misuse of the N3 Smart system;
• Use of the N3 Smart system with other software or on equipment that is not compatible with the N3 Smart system;
• Inaccuracies, delays, disruptions, or errors resulting from incorrect data or data that does not conform to the required input formats;
• The customer's failure to use the latest available update or upgrade;
• That the N3 Smart system is used for purposes other than those intended or permitted under the agreement, or
• Force majeure.
• N3 provides no warranties regarding the service beyond those expressly set forth in the agreement.

25.7 Maintenance and Upgrades

N3 performs ongoing maintenance and makes upgrades to the N3 Smart system.
N3 strives to continuously develop and optimize the N3 Smart system, including to detect and prevent errors.

Software and documentation updates are included in the subscription price. The Customer shall install and use the latest version.

25.8 Rights

The Customer has the right to access all of its own data as stored in the N3 Smart system. The Customer may request access to its own data for three (3) months after the agreement expires.
No intellectual property rights are transferred to the Customer under the agreement.

25.9 Infringement of Rights

The parties bear the risk and responsibility for ensuring that their deliverables do not infringe any third-party intellectual property rights (defect in title). If a third party asserts a defect in title against one party, the other party must be informed as soon as possible.
N3 is not liable for any defects in title arising as a result of:

• The Customer's use of a replaced or modified version of any or all parts of the N3 Smart system, where N3 can demonstrate that the defect in title would have been avoided by using a subsequent version, upgrade, or update of the N3 Smart system offered to the Customer;
• Any information, design, specification, instruction, software, data, or material not provided by N3;
• Use of the N3®SMART system in combination with other software;
• Use of the N3®SMART system in any manner other than as prescribed or approved in writing by N3, or otherwise not permitted under the agreement;
• Any breach of the agreement or negligent, intentional, or fraudulent act or omission by the customer, its employees, or subcontractors.

The foregoing constitutes N3's entire liability for defects in title. The Customer shall indemnify and hold N3 harmless against third-party claims relating to defects in title in or to material provided by the Customer to N3.

25.10 Effects of Termination of the Agreement

Upon termination of the Agreement, for any reason whatsoever, all rights granted to the Customer under the Agreement shall cease.
The Customer shall discontinue all use of the N3 Smart system, return and/or delete any software and documentation received, and confirm such deletion and return within five (5) days of N3's request.