These Sales Terms apply to all purchases of IRnova’s infrared detectors, electronics, and related products. By placing an order with us, you agree to these terms unless we have signed a different written agreement. The individual who accepts these Sales Terms represents that they are authorized to accept these terms on behalf of customer.
IRnova is referred to as we (or our, us) while customer is referred to as you (or your) in the below terms.
1. Orders
An order becomes binding only when we confirm it in writing. Certain minimum order quantities and lead times may apply, and we will notify you of these requirements at the time of order.
2. Pricing and Payment
All prices are quoted in Euro (EUR) and do not include applicable taxes, duties, or shipping charges, which will be added to your invoice. Unless otherwise agreed in writing, payment is due within ten days after the order has been confirmed in writing by us. Payments not received by the due date may be subject to interest charges at the rate of 10 % per month.
3. Delivery
Deliveries are made Ex Works Kista, Sweden (Incoterms 2020). Delivery to carrier will constitute delivery to you. We will provide estimated delivery dates for your order. These dates are given in good faith but are not guaranteed. The risk of loss or damage passes to you once the products are handed over to the carrier. You are responsible for shipping costs unless otherwise stated in our written order confirmation.
4. Export/Import
You will be the “Importer of Record” for the products through the applicable customer port of entry.
5. Acceptance/Rejection
Claims for defects should be made in writing within 15 days of the receipt of the products.
6. Returns
No products may be returned without our prior written authorization. Once approved, we will provide a return material authorization (RMA) number and instructions. Products that are custom-made or specifically configured for you cannot be returned except in the case of a valid warranty claim.
7. Warranty
We warrant that the products will be free from material defects in workmanship and materials for a period of 12 months from the date of delivery (24 months if you are located in the EU). If a defect arises during this warranty period, our sole obligation will be, at our discretion, to repair or replace the defective product or to refund the purchase price. This warranty does not cover damage caused by misuse, accidents, unauthorized modifications, or normal wear and tear.
8. Confidentiality
Both parties agree that information regarding the other party’s business that may be considered a trade secret shall be treated as confidential for all purposes and shall not be disclosed to any third party for a period of three (3) years after disclosure, except (i) to a party’s consultants or independent contractors; (ii) as required by law (and only following written notice to the other party), or (iii) upon the prior written consent of the other party. Unless required by law, IRnova’s pricing information should always be regarded a trade secret. The confidentiality obligation does not apply to information that a party can demonstrate is publicly known.
9. Limitation of Liability
To the fullest extent permitted by law, we are not liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, loss of data, or business interruption. Our total liability for any claim related to the products will not exceed the amount you paid for the products giving rise to the claim.
10. Intellectual Property
Purchasing our products does not transfer any of our intellectual property rights. You are granted only the rights necessary to use the products for their intended purpose. We are not responsible for any claims that a product or service we sell to you infringes someone else’s intellectual property rights. If such a claim is made against us because of your purchase, use, import, possession, sale, or delivery of our products or services, you agree to protect us from that claim and cover any related costs, damages, or expenses.
11. Force Majeure
Neither party will be responsible for any delay or failure to meet our obligations if the delay or failure is caused by events outside of our reasonable control. These events may include natural disasters, accidents, strikes, shortages of materials, transport or supply chain disruptions, government actions, or other unexpected events. The affected party must notify the other as soon as possible, and the obligations will be suspended for the duration of the event. If the event continues for more than 90 days, either party may cancel the affected order without penalty, except that payment remains due for any products already delivered.
12. Export Control
All products are subject to export control laws. Infrared detectors and related parts are classified as Strategic Dual Use products.
1. Buyers within the EU
If you are located in the EU, you must obtain an export license from your local export authority before re-exporting the product, or any product that incorporates it, outside of the EU.
2. Buyers outside the EU
If you are located outside the EU, an export license from the Swedish Inspectorate for Strategic Products (ISP) is required. You agree to provide us with any necessary End User Statements and to comply with restrictions imposed by ISP. We will apply for the license, but we cannot guarantee that it will be granted.
3. No Export to Restricted Countries
You agree to comply with Article 12g of EU Council Regulation 833/2014 and related restrictions. Specifically:
a. You may not sell, export, or re-export, directly or indirectly, any goods supplied under this Agreement for use in:
• Russia
• Belarus
• Non-government-controlled areas of Ukraine
b. You must take all reasonable steps to ensure that this restriction is not bypassed by resellers or other third parties in the supply chain.
c. You must have appropriate monitoring measures in place to detect any such activity.
d. Any breach of these obligations is considered a material breach of these Sales Terms and the sales agreement. We may terminate the sales agreement immediately and claim a penalty equal to 100 % of the total contract value or the value of the exported goods, whichever is higher.
e. You must promptly notify us of any issues in complying with these obligations, including any suspected violations by third parties.
f. You must provide us with information showing your compliance within two weeks of receiving a written request.
13. Governing Law and Venue
These terms are governed by the laws of Sweden. Any disputes arising under or in connection with these terms will be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English.
