General Terms and Conditions for the Sale of Products

Last updated September 2026

1. Parties – Overall scope and Agreement structure

1.1 Visense AS (“Visense”) is an innovative company who, amongst other things, develops and delivers IoT-based sensor technology and digital platform services for moisture and climate monitoring, with applications within damage restoration, property maintenance, construction and related industries, with its headquarters in Schweigaards gate 16, 0191 Oslo, Norway (org. no. 933 913 406).

1.2 The Customer wishes to purchase certain products from Visense (the “Deliverables”), as presented on Visense's website, its written offer to Customer, or through other applicable sales channels, in accordance with the terms set forth in these General Terms and Conditions (the “Agreement”). The “Customer” shall mean the company placing an order for Deliverables.

1.3 Visense and the Customer may hereinafter be referred to as a “Party”, or collectively as the “Parties”.

1.4 By placing an order for the Deliverables, the Customer accepts the terms and conditions set out herein and agrees to be bound by the Agreement. This Agreement shall, together with any written offer or order confirmation issued by Visense to the Customer in relation to its order, constitute the entire agreement entered into between the Parties for supply of the Deliverables.

1.5 This Agreement shall apply to all quotations and offers made by and orders accepted by Visense, unless otherwise is expressly agreed in writing between the Parties. This Agreement is intended exclusively for business-to-business transactions. The Customer represents and warrants that it is entering into this Agreement in the course of its trade, business, craft or profession, and that it is not acting as a consumer. Statutory consumer protection legislation shall not apply to this Agreement.

1.6 The Customer acknowledges that use of certain Deliverables requires the Customer to enter into a Software Subscription Agreement with Visense. The latest version of the Software Subscription Agreement is available here: https://visense.no/subscription-agreement. The version presented to and accepted by the Customer when registering the Deliverables and creating a software subscription in Visense's website shall exclusively govern the subscription and supersedes the version linked herein at the time of purchase, to the extent they differ.

2. Time of Delivery

2.1 The estimated delivery schedule for the ordered Deliverable(s) (if any) is set out in the Visense website and/or order confirmation. All delivery estimates are subject to change.

2.2 Visense shall arrange for carriage of the hardware Deliverables to the delivery address specified by the Customer at the time of order. Delivery occurs, and risk of loss of or damage to the hardware Deliverables passes to the Customer, when the hardware Deliverables are handed over to the carrier engaged by Visense for onward transport to the Customer.

3. Documentation and Certification

3.1 Visense will provide the Customer with its standard technical specifications, installation and service instructions that concern the Deliverables(s).

3.2 The Customer shall use the Deliverables in accordance with the provided specifications, user manuals, data sheets, or other product information made available by Visense.

3.3 Visense will not be responsible for obtaining approvals, certifications or the compliance with any regulatory requirements anywhere in the world other than what is required under mandatory law.

4. Payment

4.1 The Customer shall pay to Visense the purchase price for the ordered Deliverables in accordance with the selected payment method and applicable payment terms, as presented to the Customer at the time of the Customer's purchase. Unless otherwise set out in the Visense website, Visense's written offer, order confirmation or invoice, all fees are listed in NOK and are exclusive of VAT or similar taxes, and payments via invoice are due fourteen (14) days after receipt of correct invoice. All fees are non-refundable.

4.2 Title to the Deliverables passes to the Customer upon Visense's receipt of the purchase price in full in accordance with Section 4.1. Until such time, the Customer shall not resell, pledge, or otherwise dispose of the Deliverables.

4.3 Visense shall have the right to claim interest on any overdue payments pursuant to Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments (Late Payment Interest Act).

5. Defects

5.1 The Customer shall notify Visense of any visible defects, quantity shortages or incorrect Deliverables shipments within seven (7) days of delivery. Failure to notify Visense in writing of any visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return Deliverables on the basis of visible defects, shortages or incorrect shipments, subject to the Customer’s rights as set out in Section 6 herein.

6. Limited warranty

6.1 Except as specified below, Deliverables sold hereunder shall be free from defects in materials and workmanship and shall conform to Visense’s published specifications or other specifications accepted in writing by Visense for the warranty period. The warranty period shall be one (1) year from the date of shipment of the Deliverables.

6.2 The foregoing warranty does not apply to any Deliverables which have been subject to misuse, neglect, accident, modification, improper installation, or repair, which have been altered such that they are not capable of being tested under normal test conditions, or which have been used by Customer in breach of Section 3.2. Visense will in its sole discretion make the final determination as to whether the Deliverables(s) are defective.

6.3 As the sole remedy in the event of a defect in a delivered Deliverables, Visense will, at its option and upon having received a notification of non-conformity from the Customer within reasonable time after delivery of the Deliverables, or, in the event of visible defects, within seven (7) days after delivery, either use reasonable efforts to remedy the defect(s) to ensure that the Deliverables can be delivered without defects or replace or issue credit for the defective Deliverables at its own discretion.

6.4 The Customer cannot return Deliverables or initiate repairs or take other remedial action without the prior written consent of Visense and any and all warranty obligations hereunder are voided in the event of any unauthorized remedial action by the Customer, ref. also section 6.2 above.

6.5 Notwithstanding the foregoing, Visense does not warrant that the Deliverables will be compatible or suitable for any and all uses. The foregoing warranty and remedies are exclusive and made expressly in lieu of all other warranties, expressed, implied or otherwise, including warranties of merchantability and fitness for a particular purpose.

6.6 For professional support services, software licenses and/or software services, Visense responsibilities and corresponding liabilities for service-quality and accessibility for software services etc. is exclusively governed under separate Software Subscription Agreement between the Customer and Visense.

7. Liability and Force Majeure

7.1 With respect to parts of the Deliverables which are delivered by third parties or sub-contractors, Visense's responsibility is limited to using reasonable endeavours to enforce Visense's rights under its agreements with such third parties and to pass onto the Customer the benefits resulting from enforcing such rights.

7.2 Visense shall not be liable for any incidental or consequential damages, including, but not limited to, the cost of labour, delay, lost profits or loss of goodwill arising out of the sale, installation or use of the Deliverables.

7.3 If Visense has any other liability for breach of this Agreement, breach of any implied condition, warranty or representation, the aggregate maximum liability for Visense shall be limited in respect of any occurrence or series of occurrences to the purchase price paid by the Customer for the relevant Deliverables giving rise to the liability.. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident.

7.4 Customer acknowledges and accepts that the Deliverable(s) are intended solely as an operational support tool providing data to assist the Customer in performing its own professional assessments and services, including but not limited to damage prevention, drying processes, and restoration services. All operational and professional decisions remain exclusively with the Customer and its personnel. Visense cannot be held liable for any decisions, omissions, actions or their consequences taken by Customer (including its personnel and subcontractors) based on, or in reliance upon, information, measurements, alerts, reports, or any other output issued or communicated through the Deliverables, including the sensor platforms and related software solutions. This limitation applies regardless of whether such information was accurate, inaccurate, delayed, incomplete or unavailable.

7.5 Visense shall not be liable under the Agreement if prevented from or delayed in performing its obligations (other than a failure to pay fees when due) by acts or events beyond its reasonable control, including acts of war, terrorism, strike, lockout, riot, epidemic, pandemic, embargoes, or any related government orders, and natural catastrophes such as flood, fire, earthquake, hurricane, volcanic eruption, and sandstorm; utility, network or device failure external to Visense; and third-party attacks, including but not limited to distributed denial of service, directed attacks targeting Visense or its subcontractors, or impacting the Deliverables (“Force Majeure”).

7.6 The Customer may terminate the Agreement in writing with fifteen (15) days’ notice if the Force Majeure lasts or is expected to last for more than three (3) months from the date on which the Force Majeure arose. Each of the Parties shall cover their own costs associated with such termination of the Agreement.

8. Cancellation

8.1 All orders of Deliverables are final and binding upon acceptance of an order by Visense and is not subject to cancellation for convenience by the Customer.

8.2 Visense shall have the right to cancel any unfulfilled order without notice to the Customer in the event that Customer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.

9. Intellectual Property Rights

9.1 Visense retains all intellectual and industrial property rights in and to the Deliverables to the Customer, including but not limited to trademarks, design, copyrights, visual representation, software, methods of manufacture, know-how, trade secrets and similar, and irrevocably grants the Customer all rights to use the Deliverables for their intended purposes.

9.2 Visense also retains all rights to intellectual and industrial property rights in changes, improvements, developments and modifications to the Deliverables made by Visense, even when based on a requirement or request from the Customer. If Customer provides to Visense suggestions, enhancement requests, recommendations, statistics or other comments or information regarding experience with the Deliverables (“Feedback”), Customer agrees that Visense may use all Feedback provided in any manner and without limitation, attribution, or any compensation due in any form to the Customer or the person providing such Feedback.

9.3 The Customer agrees not to copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas associated with the Deliverables(s). The Customer undertakes not to remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from the Deliverables(s).

9.4 Visense shall defend, indemnify, and hold harmless the Customer from and against any third-party claims alleging that the Customer’s authorized use of the Deliverables or Services infringes such third party’s patent, copyright, trademark, or other intellectual property rights (“IP Claim”), and shall pay any damages and costs finally awarded or agreed in settlement. Visense shall have no obligation under this section for any IP Claim arising from: (i) use of the Deliverables or Services in a manner not authorized by this Agreement; (ii) modification of the Deliverables or Services for Customer by anyone other than Visense; or (iii) combination of the Deliverables or Services with data, hardware, or software not provided by Visense. This section states Visense’s entire liability and the Customer’s exclusive remedy with respect to IP Claims.

9.5 If a third party claims that the Deliverables or Services infringe its intellectual property rights, Visense may, at its option and in order to fulfil all its indemnity obligations, promptly at its own expense: (a) secure for the Customer the right to continue using the Deliverables or Services; (b) replace or modify the Deliverables or Services to make them non-infringing while maintaining materially equivalent functionality; or (c) if neither (a) nor (b) is commercially practical, terminate the Customer’s purchase or subscription and refund any payments for Deliverables and subscription fees prepaid by the Customer for the remaining months of the then-current subscription period following the date the Customer’s access ceases.

10. General

10.1 This Agreement is governed by the laws of Norway, without regard to its conflicts of law principles. Any disputes arising out of or in connection with the Agreement, including tort claims, and which cannot be settled amicably, are subject to the exclusive jurisdiction of the courts of Oslo tingrett (Oslo District Court).

10.2 Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, which shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement without the other Party’s consent to a successor in connection with internal reorganization involving that Party. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective successors and permitted assigns.

10.3 Visense shall be entitled to subcontract any of its obligations under the Agreement and shall remain liable for all subcontracted obligations and its subcontractor's acts or omissions as for its own, save for as explicitly set out in this Agreement.

10.4 This Agreement is drawn up in the English language. If this Agreement is translated into any other language, the English version shall be the only binding document.