General Terms and Conditions of Sale
1. Definitions
"Seller" means Safora Technologies B.V., a company incorporated under the laws of the Netherlands with Registration number (KvK): 42075369.
"Buyer" means the legal entity purchasing Products from Seller.
"Products" means any hardware, software, firmware, accessories, documentation or services supplied by Seller.
2. Applicability
These Terms and Conditions apply to all quotations, offers, orders, deliveries and agreements between Seller and Buyer. Any terms proposed by Buyer are expressly rejected unless accepted in writing by Seller. By placing an order, Buyer agrees to these Terms and Conditions in their entirety.
3. Quotations and Orders
All quotations are non-binding and subject to change until accepted by Seller. An agreement is concluded only upon written confirmation by Seller or shipment of the Products. Seller reserves the right to refuse any order.
4. Prices and Payment
All prices are stated in EUR unless otherwise agreed. Prices exclude VAT, import duties, customs charges, taxes, bank fees and any other governmental charges. Invoices shall be paid within the payment term stated on the invoice. Seller may suspend deliveries, access to software, cloud services and support services until all outstanding invoices have been paid in full.
5. Delivery and Shipment
Safora will organize the logistics and bill the freight costs, shipping charges, and any applicable import/export duties or local taxes to the Buyer separately.
Unless otherwise agreed in writing, delivery terms follow international CPT (Carriage Paid To) standards, in accordance with the latest version of the Incoterms® Rules published by the International Chamber of Commerce. Meaning the legal risk of transit damage or loss transfers to the Buyer the moment the seller hands the package over to the courier in the Netherlands.
Seller shall not be liable for delays caused by carriers, customs authorities or circumstances beyond Seller's control.
6. Import, Customs and Regulatory Compliance
Buyer is solely responsible for:
- Import duties;
- Customs clearance;
- Taxes and levies;
- Import permits;
- Local certifications;
- Regulatory approvals;
- Any other costs associated with importation into the destination country.
Buyer shall comply with all applicable export control, sanctions and trade regulations and shall not export, re-export or transfer the Products in violation of such laws.
7. Retention of Title
Ownership of the Products remains with Seller until all amounts due have been paid in full.
Until ownership transfers, Buyer shall not pledge, sell or otherwise encumber the Products.
8. Intended Use
Products are intended for monitoring and data collection purposes and shall not be relied upon as a primary safety, security, intrusion detection, wildlife containment, asset protection, or alarm system. Products are not intended to replace operational inspections, maintenance procedures, security procedures or other safety measures. Buyer remains solely responsible for the operation, maintenance and safety of any installation, electric fence, network or system connected to the Products.
9. Installation and Operation
Buyer is solely responsible for:
- Proper installation;
- Configuration;
- Maintenance;
- Regulatory compliance;
- Suitability of the installation environment.
Seller shall not be liable for damage arising from improper installation, misuse or operation outside specified conditions.
10. No Guarantee of Detection or Connectivity
Seller does not warrant or guarantee the detection of every fence fault, power interruption, intrusion, equipment malfunction, wildlife escape, wildlife intrusion, communication failure, security incident, or other operational event. Seller does not guarantee:
- Continuous connectivity;
- Network availability;
- LoRaWAN coverage;
- Message delivery;
- Event detection;
- Alarm generation.
Products may fail to detect, measure, transmit or report events. Buyer shall not rely on the Products as the sole means of monitoring, security or operational control. Seller does not warrant that the Products, software, firmware, cloud services, or communications infrastructure will be error-free, uninterrupted, secure, or free from vulnerabilities.
11. Warranty
Seller warrants that Products are free from manufacturing defects for a period of twelve (12) months from delivery. This warranty does not cover damage resulting from:
- Misuse;
- Improper installation;
- Modification;
- Lightning;
- Electrical surges;
- Environmental conditions;
- Unauthorized repairs;
- Use outside specified operating conditions.
To make a warranty claim, Buyer must contact Seller within the warranty period. If a physical return is required, Buyer is responsible for return shipping costs. Seller's sole remedy shall be replacement of the Product.
Except as expressly set forth in these terms, the products are provided "as is" and seller disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
12. Limitation of Liability
To the maximum extent permitted by applicable law, Seller shall not be liable for any indirect, incidental, consequential, special or punitive damages, including but not limited to loss of profits, loss of revenue, loss of production, loss of business opportunity, business interruption, loss of data, loss of animals, wildlife incidents, escaped animals, property damage, environmental damage, security breaches, theft, vandalism, indirect damages, consequential damages or third-party claims. These exclusions apply regardless of the legal basis of the claim. Seller's total aggregate liability arising from any claim shall not exceed the amount paid by Buyer for the Products giving rise to the claim. Any claim arising out of or relating to the Products must be brought within twelve (12) months after the event giving rise to the claim occurred, failing which such claim shall be permanently barred.
13. Product Changes
Seller reserves the right to modify or discontinue any Product, software feature, service, cloud functionality or hardware model at any time without prior notice. Such modifications shall not create any obligation to update previously delivered Products.
14. Cloud Services
The Products may depend on third-party cloud infrastructure, mobile telecommunications networks, internet connectivity, LoRaWAN networks, GPS services, power supplies, and other third-party systems. Seller shall not be liable for interruptions, delays, outages, data loss, inaccurate data, delayed alerts, or reduced performance resulting from such third-party services. Seller reserves the right to suspend or terminate access to cloud services or software where required for maintenance, security, legal compliance or operational reasons. Unless expressly agreed in writing, Seller provides no service level agreement, uptime commitment or response time guarantee.
15. Data Rights, Confidentiality, and Privacy
Seller processes data transmitted through its cloud infrastructure subject to the following classification:
Operational Security Data: Discrete geographic coordinates, live automated breach alerts, and specific identities of end-user installations are treated as strictly confidential. Seller shall not expose, share, or sell this operational data to any third party.
Technical Telemetry Data: General device measurements such as voltage levels, battery performance, and signal strength are processed by Seller strictly for R&D, machine learning training, and product improvement purposes. This data shall not be shared with or sold to any third party.
Each party agrees to comply with all applicable data protection and privacy laws, including the GDPR where applicable.
Seller may collect, process and use anonymized and aggregated telemetry, performance metrics, diagnostic information and operational data for product improvement, analytics, research and development purposes.
16. Software Licence
Seller grants Buyer a non-exclusive, non-transferable, revocable license to use the software solely in connection with the Products. Seller may modify, suspend, discontinue, or replace software features at any time.
18. Indemnity
Buyer shall indemnify, defend and hold harmless Seller, its directors, officers, employees and contractors from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from:
- installation of the Products;
- operation of the Products;
- Buyer's services;
- Buyer's representations;
- Buyer's violation of laws.
19. Intellectual Property
All intellectual property rights relating to the Products, software, firmware, designs and documentation remain the exclusive property of Seller. No rights are transferred except the limited right to use the Products for their intended purpose.
20. Force Majeure
Seller shall not be liable for failure or delay resulting from events beyond its reasonable control, including but not limited to:
- Natural disasters;
- War;
- Government actions;
- Supply chain disruptions;
- Shortages of materials;
- Carrier delays;
- Labor disputes.
21. Governing Law and Jurisdiction
These Terms and Conditions shall be governed exclusively by the laws of the Netherlands.
Any dispute arising from or related to these Terms and Conditions shall be submitted exclusively to the competent courts of The Hague, the Netherlands.
22. Severability
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.