Standard Terms and
Conditions of Sales

1. Ordering

1.1 Methods of Submitting Purchase Orders: Purchase orders must be submitted directly to Nordian Inc. through the available channels. Once communicated, we will process the purchase order request in the Nordian Inc. system.

1.2 Order Acceptance: Once the purchase order request is submitted by Nordian Inc., it will be sent for approval. The submission of a purchase order request by the customers does not guarantee the automatic approval of the order.

1.3 Post-Acceptance Process: Nordian Inc. will formalize the approval by sending an email or using a similar communication channel to inform the requester of the quotation about the order approval. Additionally, a contact email for support will be provided to the buyer, available from Monday to Friday, from 9 AM to 5 PM.

1.4 Confirmed Order: A purchase order request to Nordian Inc. is considered a Confirmed Purchase Order only after formal approval communicated by Nordian Inc.

1.5 Following the confirmation of the Order, the Buyer will be notified via email upon purchasing hardware that provides the option for Correction Signal subscriptions. The notification will include credentials for accessing the Nordian Inc. Dashboard portal, including login and password, allowing the Buyer to activate and manage subscriptions for their end consumers. Any questions or issues related to the use of the portal should be directed to the support channel at support@nordian.com.

2. Prices

2.1 Fixed and Firm Prices: All prices provided in any quotation are fixed and firm.2.2 Packaging: Prices include standard commercial packaging for domestic shipment.

2.3 Buyer’s Responsibilities - Custom Packaging Costs and Taxes: All costs for custom packaging, federal, state, provincial, district, and local taxes, consumption taxes, duties, sales taxes, and other similar taxes are the buyer's responsibility.

2.4 Buyer’s Responsibilities for International Destinations: All transportation and insurance costs are the buyer's responsibility.

2.5 Buyer Responsibilities for Purchases with Destination: If the total net value of the order, that is, after taxes, is equal to or less than USD 3,500.00, the responsibility for freight will be borne by the quotation requester. Otherwise, the responsibility will be with Nordian Inc., which will choose, contact, and arrange the transportation of the cargo from its company's headquarters to the address specified in this quotation.

2.6 Pricing for Software and Signal Services: The pricing for software and signal services (subscription services) shall take effect on the activation date of the subscription service through Nordian Inc.'s Dashboard portal and shall remain in effect for the duration specified in a Confirmed Purchase Order. Once the subscription is activated, it cannot be paused or suspended by the client to extend the term agreed upon with Nordian Inc.

2.7 Renewal of Subscription Services: The renewal of subscription services will be subject to Nordian Inc.'s prevailing prices at the time of renewal and in accordance with any new Purchase Order made by the buyer and accepted by Nordian Inc. at the time of renewal.

2.8 Payment Terms for Correction Signal: Nordian Inc. will, on the first business day of the following month, carry out a count of Correction Signal subscriptions activated by its purchasers during the preceding month. Based on this count, a bank invoice will be issued and sent to the purchaser, corresponding to the subscriptions activated from the first to the last day of the immediately preceding month. The payment deadline for the invoice will be established through a written agreement between the purchaser and the authorized representative of Nordian Inc.

3. Payment Terms

3.1 Standard Payment Terms: Payment must be made in advance, unless a different agreement is formally established in writing. Payment can be made through one of the following methods: physical cash, bank slip, bank transfer, payment link, or PIX (for transactions conducted exclusively within Brazilian territory).

3.2 Extended Payment Terms: If agreed upon differently from the standard payment terms, invoices shall be due twenty (20) calendar days from the date of the invoice.3.3 Currency and Payment Address: The currency shall be the United States Dollar (USD) or Brazilian reais (BRL).

3.4 Late Payment Interest: In case of late payment, an interest rate of 12% per annum (1% per month) or the maximum amount permitted by law shall be applied to any overdue amounts from the due date.

3.5 Retention of Title: Nordian Inc. retains a security interest in any Product and/or Accessory sold until the purchase price is fully paid. The Buyer must take all necessary actions to perfect Nordian Inc.'s security interest in the Products and/or Accessories.

3.6 Transfer of Ownership: Ownership of the Products and/or Accessories shall transfer to the Buyer upon Nordian Inc. receiving full payment of the purchase price.

3.7 Credit Limits: Nordian Inc. reserves the right to set or vary credit limits periodically. Approval of purchase order requests for Products, Accessories, Software, or Signal Services may be declined if the Buyer exceeds the established credit limit.

4. Delivery and Risk

4.1 Each purchase order must include the following information: “Ship To” Address, “Bill To” Address, Nordian Inc. Quotation Number, Preferred Carrier Details and Account Number, Customs Broker or Freight Forwarder Details, including name and contact number

4.2 In the absence of specific instructions provided by the Buyer, Nordian Inc. may select a carrier and hold the Products, Accessories, or Software in transit, with the costs incurred from such selection being charged to the Buyer.

4.3 Nordian Inc. shall not be liable for failures to perform a Confirmed Purchase Order due to unforeseen circumstances or causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, embargoes, government actions, fires, floods, accidents, strikes, or shortages of transportation, fuel, energy, labor, or materials.

4.4 The risk of loss, damage, or destruction of the Products, Accessories, or Software will transfer to the Buyer at the moment of delivery to the chosen carrier, both for transportation within Brazilian territory and for product exports. From that point on, the Buyer assumes all risks and responsibilities associated.

5. Intellectual Property, Copyright and confidentiality

5.1 Copyright and Intellectual Property: All copyrights related to any Software, specifications, manuals, training documents, sales documentation, drawings, technical descriptions, and other materials provided by Nordian Inc. are the exclusive property of Nordian Inc. All intellectual property rights, title, and interest in the design of any part of the Products and/or Accessories are the absolute property of Nordian Inc.

5.2 Confidential Information: Data, patents, copyrights, proprietary rights, know-how, trademarks, or processes related to the Signal Services are considered proprietary and confidential information of Nordian Inc. All intellectual property rights, title, and interest in such information remain exclusively with Nordian Inc. and its third-party suppliers.

5.3 Buyer’s Obligations: The Buyer agrees to:

5.3.1 Maintain the confidentiality of any information expressly identified or confirmed in writing by Nordian Inc. as confidential ("Confidential Information").

5.3.2 Not disclose Confidential Information to third parties without the prior written consent of Nordian Inc.

5.3.3 Use Confidential Information only to the extent necessary for the operation and maintenance of the Products and/or Accessories.

5.4 Prohibitions: The Buyer shall not:

5.4.1 Reverse engineer, decompile, or disassemble the Products, Accessories, licensed Software, or any part thereof.

5.4.2 Attempt to create or derive any intellectual property of Nordian Inc. or third parties.

5.5 Trademarks: "Nordian Inc." and the "Nordian Inc." logo are registered trademarks of Nordian Inc. Use of these trademarks is restricted and authorized only as stipulated by Nordian Inc.

6. Limited Warranty

6.1 Warranty Period: Nordian Inc. provides a limited warranty to Buyers as follows: Products and Software: 18 (eighteen) months from the date of shipment. Accessories: 90 (ninety) days from the date of shipment. Signal Services: No applicable warranty period.

6.2 Warranty Coverage: At its sole discretion, Nordian Inc. will repair or replace, free of charge, any Product, Accessory, or Software that, during the applicable Warranty Period, fails to materially conform to Nordian’s specifications or exhibits significant defects in materials or workmanship.

6.3 Software Warranty: In the event of a software defect during the Warranty Period, Nordian Inc. will provide, at no additional cost, a software patch or a fix in the next general release of the software. The software patch will be provided "as-is," without any costs for re-verification, certification, or implementation.

6.4 The return process for warranty evaluation must be initiated by the Buyer through a request sent to the email address support@nordian.com and must be pre-approved by Nordian Inc. through the same communication channel. Upon approval, the Products must be shipped to the company’s headquarters at 2301 W Anderson Ln Austin, TX 78757 (for worldwide buyers, except South America), or Mostardeiro 777, 12º Andar Porto Alegre, RS 90430-001 (for South America buyers), with prepaid shipping by the Buyer. The result of the warranty evaluation, whether approval or denial, will be communicated to the Buyer via a technical report sent to the email address provided by the Buyer or to the same email address used to request the return process.

6.5 If the technical report issued by Nordian Inc. concludes that the warranty is denied, the Buyer will be notified via email of the decision, including detailed reasons for the denial. In this situation, the Buyer has the following options:

6.5.1 Product Return: The Buyer may opt for the return of the product, bearing the shipping costs for the return shipment. The product will be sent to the address provided by the Buyer at the time of the return request.

6.5.2 Repair Estimate: The Buyer may request a repair estimate for the product, which will be prepared by Nordian Inc. or an authorized service center. If the Buyer accepts the estimate, the repair and return shipping costs will be the responsibility of the Buyer.

6.5.3 Recycling or Disposal: If the Buyer does not wish to have the product returned, they may authorize Nordian Inc. to proceed with the recycling or disposal of the product at no additional cost to the Buyer. The Buyer will have a period of 30 (thirty) calendar days, counted from the receipt of the warranty denial notification, to inform Nordian Inc. of the chosen option. Failure to respond within this period may result in the disposal of the product by Nordian Inc., without any right to compensation or indemnification to the Buyer.

6.6 Warranty Exclusions: This limited warranty does not apply to Products, Accessories, or Software that:

6.6.1 Are subjected to abuse, misuse, neglect, accidents, damage during shipment, improper testing, improper installation, improper storage, improper handling, improper maintenance, abnormal physical stress, abnormal environmental conditions, abnormal use, or any other condition outside of Nordian's specifications;

6.6.2 Are modified, rebuilt, repaired, or altered by individuals not authorized by Nordian Inc.;

6.6.3 Are used with third-party products not approved by Nordian Inc.;

6.6.4 Are returned with removed or altered identification markings;

6.6.5 Are designated as beta test samples, experimental, developmental, research, prototypes, pre-production, samples, incomplete, or non-conforming;

6.6.6 Are Third-Party Materials, such as third-party Products, Accessories, and Software.

6.7 Warranty for Third-Party Materials: Nordian Inc. does not offer an independent warranty for Third-Party Materials but will, as a courtesy, transfer to the Buyer any warranty coverage available from such third parties.

6.8 Software Warranty Disclaimer: Nordian Inc. does not warrant that any software will operate uninterrupted or error-free.

6.9 Signal Services: Signal Services are provided "as-is," without any warranty of any kind. The availability and accuracy of Signal Services are not guaranteed and are at the Buyer’s sole risk.

6.10 Warranty Limitations: This limited warranty supersedes all other warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. This warranty sets forth Nordian's sole obligation and the Buyer’s exclusive remedy in the event of a warranty breach. Nordian Inc. shall not be liable for any special, indirect, incidental, or consequential damages of any kind. Any modification of this limited warranty shall be valid only if agreed upon in writing by a Nordian Inc. executive.

6.11 The terms and conditions expressed in this document are valid and applicable to both domestic and foreign buyers.

7. Compliance With Laws and export control regulations

7.1 Compliance with Laws: The Buyer agrees to fully comply with all applicable laws, regulations, and ordinances, including, but not limited to, those related to export, import, and trade control. The Buyer shall maintain in full force and effect all necessary licenses, authorizations, consents, and permits required to fulfill its contractual obligations.

7.2 Applicable Export Laws: The Products, Accessories, Software, and Signal Services provided by Nordian Inc. are subject to all applicable export laws, rules, and regulations ("Applicable Export Laws"). These Applicable Export Laws may restrict or prohibit the provision of the Products, Accessories, Software, and Signal Services to the Buyer or the country of end-use.

7.3 Included Export Laws: The Applicable Export Laws include, but are not limited to, the export laws and regulations of Canada, the United States, the United Kingdom, the European Union, Latin America, and the jurisdiction where the Products are used or to which they are exported.

7.4 Restrictions and Prohibitions: Nordian Inc. will not enable Signal Services for use, nor will it ship Products, Accessories, Software, or deploy Nordian Inc. personnel to any destination or use that violates the Applicable Export Laws. This includes, but is not limited to: Shipment to any country subject to restrictions or embargoes; Provision to any entity or individual listed on export denial or prohibition lists; Use for any purpose prohibited under the Applicable Export Laws.

7.5 Buyer Responsibility: It is the sole responsibility of the Buyer to familiarize themselves with and comply with the Applicable Export Laws, including, but not limited to, those specifying: Countries subject to restrictions or embargoes; Lists of entities or individuals subject to export denial or prohibition; Prohibited uses for the Products, Accessories, Software, and Signal Services.

7.6 Buyer Warranty: The Buyer warrants that they will not use, divert, export, re-export, or import, nor permit any third party to use, divert, export, re-export, or import any Products, Accessories, Software, or Signal Services to, in, or through: Any destination or country restricted by export laws; Any entity or individual listed on export denial or prohibition lists; Any prohibited use designated under the Applicable Export Laws.

7.7 The Buyer understands and acknowledges that any violation of the Applicable Export Laws may result in severe penalties and agrees to indemnify and hold Nordian Inc. harmless from any liability arising from such violation.

8. Software license

8.1 Software Ownership: All Software delivered in conjunction with the Products remains the exclusive property of Nordian Inc. or the respective third parties, as applicable.

8.2 Software Licensing: Nordian Inc. Software is licensed to the Buyer in accordance with the terms of the End User License Agreement (EULA) accompanying the Software. Any third-party Software is licensed to the Buyer under the license provided with such third-party Software. All other Nordian Inc. Software provided to the Buyer is licensed under a limited, non-exclusive, revocable, and non-transferable license, solely for the Buyer’s internal use, in connection with the use of Nordian Inc. Products, and only in object code form.

8.3 Usage Restrictions: The license granted to the Buyer does not authorize any use beyond those expressly specified in the terms of the license. The Buyer agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

8.4 Buyer Responsibilities: The Buyer is solely responsible for fully complying with the terms of the Software license provided by Nordian Inc. or third parties. Any violation of the license terms may result in the immediate revocation of the license granted to the Buyer, without prejudice to any other rights and remedies of Nordian Inc. or the respective Software rights holders.

9. signal services

9.1 Signal Services Definition: Signal Services refer to signal correction subscriptions provided. This Signal Service is not intended for primary or exclusive use as a navigation means. They are offered exclusively for use in the following market sectors: (a) the agricultural sector; (b) all other sectors where the Products are employed in land-based activities; (c) the UAV (Unmanned Aerial Vehicle) market where the Products are operated in flight over or above land. Unless expressly stated in writing by Nordian Inc., Signal Services shall not be used in conjunction with any receiver hardware embedded in autonomous road vehicles.

9.2 Nordian Inc. shall not be liable to the Buyer or any third party for the deactivation of correction services due to the application of geographical or speed limitations. The Buyer shall be responsible and shall indemnify, defend, and hold harmless Nordian Inc. and its affiliates from any claims, losses, damages, costs (including attorneys' fees), expenses, and liabilities arising from the deactivation of correction services resulting from the application of such limitations.

9.3 Use in Aerial Applications: When correction services are used in the market sector described in Section 9.2(c), they must comply with the provisions of any applicable international laws, local laws, municipal regulations, Civil Aviation conventions, and other pertinent conventions ("Laws") governing the use of airspace and air traffic control rules. It is the Buyer's responsibility to fully understand the applicable Laws. Nordian Inc. shall not be liable to the Buyer or any third party for any use of correction services in aerial applications, and the Buyer shall indemnify, defend, and hold harmless Nordian Inc. and its affiliates from all claims, losses, damages, costs (including attorneys' fees), expenses, and liabilities arising from the use of UltraPoint and PointPerfect Signal Services in such applications.

9.4 Specific Conditions: Certain Signal Services require manual purchase orders and cannot be acquired through Nordian Inc.'s e-commerce systems. The deactivation or termination of Signal Services may occur under various circumstances, including, but not limited to: use outside the specified market sectors, violation of export control laws, use in prohibited applications such as nuclear weaponry, unauthorized sharing or resale of services, use by unauthorized third parties.

9.5 Buyer Responsibilities: The Buyer shall comply with and be aware of all applicable laws and regulations related to the use of Signal Services. Additionally, the Buyer shall indemnify and hold harmless Nordian Inc. from any liability arising from the improper use of Signal Services.

10. exclusion of liability

10.1 Excluded Damages: In accordance with applicable law, Nordian Inc. and its affiliates shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including, but not limited to, loss of use, loss of revenue, or loss of profit, even if Nordian Inc. has been previously advised of the possibility of such damages.

10.2 Limitation of Liability: The total liability of Nordian Inc. under this contract shall not exceed the total amount paid by the Buyer to Nordian Inc. as of the date the claim is made.

10.3 Application of Exclusions: All exclusions and indemnities set forth in the relevant sections of this contract (Sections 6, 8, 10, and 11) shall apply regardless of the cause, even in the event of negligence or breach of duty (whether statutory or otherwise) by the indemnified party, or any other entity or party. These exclusions shall apply to any claim in tort, contract, or any other form recognized by applicable law.

10.4 Time Limit for Claims: Except as provided by applicable law, any claim arising out of this contract must be brought by the Buyer within one year from the date on which the cause of action arose.

11. data protection and provacy

11.1 The Purchaser's personal information will be handled by Nordian Inc. in accordance with Nordian Inc.'s Privacy Policy, available at: www.nordian.com/privacy-policy or upon request from Nordian Inc. Additionally, personal information may be disclosed to third parties, such as debt collection agencies, to facilitate Nordian Inc.'s efforts in recovering any outstanding debts owed by the Purchaser.

12. termination

12.1 Nordian Inc. may terminate this contract with immediate effect by notifying the Buyer in the following circumstances:

(a) Default: The Buyer fails to make any payment due under the terms of this contract.
(b) Breach: The Buyer fails to comply with or perform any term or condition of this contract, either in whole or in part.
(c) Financial Condition: The Buyer becomes insolvent, files for bankruptcy, or has bankruptcy, administration, reorganization, or assignment of assets for the benefit of creditors initiated against them.

13. government law and vanue

13.1 This Agreement shall be construed in accordance with the laws of the State of Texas, United States of America. The conflict of laws rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from the application of this Agreement. In the event of a dispute related to this Agreement, the parties agree to submit to the exclusive jurisdiction of the courts of Texas, United States of America.

14. amendments

14.1 This Contract may not be amended or modified except in writing and signed by an authorized representative of Nordian Inc. Oral representations, promises, and agreements relating to the Products, Accessories, Software, or Signal Services, including features, future enhancements, functionalities, or services covered by this Contract, shall have no legal effect unless reduced to writing and incorporated into this Contract.

15. Miscellaneous

15.1 Notices: All notices to be sent to Nordian Inc. under this Contract must be in writing and addressed to: 2301 W Anderson Ln, Austin, Texas, United States of America, 75787, with a copy sent to the email address connect@nordian.com. Notices must be delivered personally, by nationally recognized express courier, or by certified or registered mail (with return receipt requested, prepaid). Notices will be deemed effective upon receipt.

15.2 Surviving Provisions: Sections 5, 7, and 11 of this Contract, as well as any other provisions that by their nature should survive the expiration or termination of this Contract to ensure the realization of its purposes, shall remain in force following such expiration or termination.

15.3 Invalidity of Provisions: If any provision of this Contract is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable any other provisions of the Contract. The parties agree to negotiate in good faith to amend the Contract so that the transactions contemplated are carried out as intended, to the greatest extent possible.

15.4 No Waiver: The failure or delay in exercising any rights, remedies, powers, or privileges under this Contract shall not be deemed a waiver of such rights. Moreover, any single or partial exercise of any right, remedy, power, or privilege shall not preclude any subsequent exercise of any other right, remedy, power, or privilege.

15.5 Assignment and Delegation: The Buyer may not assign, transfer, delegate, or subcontract any of its rights or obligations under this Contract without the prior written consent of Nordian Inc. Any attempt to assign, transfer, delegate, or subcontract in violation of this provision shall be deemed null and void.

15.6 Force Majeure: Nordian Inc. shall not be liable for any failure to perform its obligations under this Contract if such failure is due to an event beyond the control of Nordian Inc. that could not have been foreseen or avoided by Nordian Inc.

15.7 Relationship of the Parties: The parties are independent contractors and nothing in this Contract shall be construed as creating an agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

15.8 Exclusivity: This Contract does not establish any exclusivity between the parties.