General Terms and Conditions

1. Scope and orders

These Terms govern supplies of hardware, software, documentation and services by Needronix s. r. o. (Needronix) to business, research, governmental and institutional customers (Customer). They do not apply to consumers. They apply only where made available before contract formation and incorporated into the agreement.

Quotations remain valid for the stated period, or 30 days if none is stated. An order becomes binding upon Needronix's written acceptance, subject to Section 4. A receipt acknowledgement is not acceptance. Individually agreed contracts, quotation terms and mutually agreed order-confirmation changes prevail over these Terms. Neither party may change agreed terms unilaterally. Customer standard terms apply only if expressly accepted in writing by Needronix.

Receipt through another authorised Needronix contact is also valid.

2. Prices and payment

Prices exclude VAT and import charges unless expressly stated otherwise. Taxes apply according to applicable law and the nature of the supply; export VAT exemption depends on statutory requirements. Packaging, transport and insurance charges are as quoted.

For a first order from a new Customer, 100% advance payment is required unless expressly agreed otherwise in writing. For subsequent orders, payment terms are agreed individually and may include partial advances, staged payments or payment after delivery. The quotation or mutually agreed order confirmation must specify the percentages or amounts, payment triggers and due dates. Previous payment terms do not automatically apply to later orders.

Payments must be made in the agreed currency. Needronix need not start production before receiving the required advance payment. Where a payment is due a specified number of days after delivery, the period runs from delivery under the agreed Incoterm, evidenced by carrier proof of delivery or equivalent records.

After written notice, Needronix may suspend the affected order while an undisputed amount remains overdue and charge statutory default interest and recovery costs. Ownership of physical products remains with Needronix until their price is paid in full, to the extent permitted by law.

3. Delivery and shipping

Delivery periods are estimates unless expressly agreed as binding. They start as specified in the quotation; otherwise, after order acceptance, receipt of the required initial advance and essential technical inputs. Manufacturing and licensing may proceed together. Export authorisation does not restart the delivery period. Delays caused by Customer inputs or authorisation procedures beyond Needronix's reasonable control may extend estimates to reflect their actual impact. Needronix shall promptly notify material delays.

The quoted Incoterms® 2020 rule governs delivery and risk. Unless otherwise agreed, delivery is DAP to the agreed Customer address: Needronix arranges transport and bears risk until delivery ready for unloading; the Customer handles unloading, import clearance, duties and import taxes. Insurance is provided only where agreed. Carrier, packaging and shipping arrangements are as quoted.

4. Export controls

Both parties must comply with applicable EU, Slovak and other applicable export-control and sanctions laws. The Customer must provide accurate end-user, end-use and destination information, together with any supporting documents, including a signed End-User Certificate, reasonably requested by Needronix for the relevant order. The Customer must promptly notify Needronix of material changes and comply with applicable transfer and re-export restrictions.

Where export authorisation is required, the contract for the affected export supply is concluded subject to the condition precedent (suspensive condition) that authorisation is granted and effective at shipment. Agreed advance payments, licensing cooperation and expressly authorised preparatory work apply independently of that condition. Needronix shall diligently seek its required authorisations once the necessary information is available. No controlled shipment, documentation release or technical assistance will occur before it is lawful.

If authorisation is finally refused or the supply becomes unlawful, either party may end the affected supply. Within 30 days of termination, Needronix shall refund payments for undelivered products and unperformed services, deducting only documented, unavoidable order-specific costs that the Customer expressly agreed in writing to bear if authorisation failed. Costs must be reduced by reasonably available reuse or recovery. No deduction is allowed for costs caused by Needronix's breach. Rights arising from either party's inaccurate information or other breach remain unaffected.

5. Specifications and system integration

Products and services must conform to the expressly agreed specifications and identified technical-document revisions. Accessories, calibration, test evidence, software and documentation are included only as specified. Additional qualification standards, customer requirements or scope changes require written agreement, including resulting price and schedule changes. General marketing material is not a contractual specification unless incorporated into the agreement.

Unless expressly included in Needronix's scope, the Customer is responsible for application suitability, system integration, system-level qualification, redundancy and regulatory compliance. Component supply or integration advice does not guarantee spacecraft, AOCS/ADCS, rover, vehicle or mission performance. Needronix remains responsible for its own agreed products and work. Flight heritage and design-life statements are not additional warranties unless expressly agreed as such.

6. Inspection and claims

The Customer shall inspect products promptly and report visible damage or shortages without undue delay, normally within 10 business days. Other defects must be reported without undue delay after discovery. Claims must include reasonably available technical evidence. Returns require prior coordination and authorisation; this does not itself remove valid defect claims.

7. Limited warranty

Unless otherwise agreed in writing, Needronix provides a contractual warranty for physical products, including hardware simulators and their embedded firmware, against defects in materials and workmanship and non-conformity with agreed specifications for 12 months from delivery. For products launched into space, the contractual warranty ends earlier at lift-off of the launch vehicle carrying the product. Ground-use products retain the 12-month period. Claims properly notified before expiry remain eligible for resolution afterwards.

The warranty applies within the specified operating limits and excludes defects caused by improper storage, handling or integration; electrical overstress or electrostatic discharge; unauthorised alterations or repairs; operation outside specified limits; or Customer-provided designs or instructions. An exclusion applies only to the extent that the excluded cause produced the defect.

Needronix shall resolve a substantiated warranty claim within a reasonable period by repair, replacement, firmware correction or refund of the affected product’s price, at its reasonable choice. Needronix bears reasonable, agreed return and replacement transport costs for valid claims. These remedies do not include in-orbit servicing or launch services. Separate damages claims are governed by Section 11.

Separately supplied software must materially conform to agreed specifications for 12 months from supply. Services shall be performed with reasonable professional care and meet the agreed scope. Remedies are correction, re-performance or refund of the affected supply.

Expiry of the contractual warranty does not, by itself, extinguish a damages claim arising from an earlier breach. Any such claim remains subject to Section 11 and applicable law. This Section does not extinguish rights that cannot lawfully be excluded.

8. Intellectual property and confidentiality

Each party retains its pre-existing intellectual property. Unless otherwise agreed, Needronix retains its designs, firmware, software, processes and independently developed engineering results, including results of custom work. Customer materials remain the Customer's. Jointly developed rights require separate agreement.

The Customer receives a non-exclusive right to use supplied software and documentation to integrate, test, operate and maintain the purchased hardware and delivered results. Necessary use by contractors and end users, and transfer with the relevant hardware, are permitted subject to confidentiality and export controls. No right to manufacture copies of Needronix products or separately commercialise its software or documentation is granted. Applicable third-party and open-source licences prevail for their respective materials.

A separate NDA takes precedence. Otherwise, each party shall protect confidential information and use it only for the business relationship, sharing it only with bound, need-to-know recipients. Public, previously lawfully known, independently developed or lawfully third-party-sourced information is excluded. Legally required disclosure is permitted, with prior notice where lawful.

9. Cancellation and settlement

The Customer may request cancellation after acceptance; Needronix shall reasonably consider it. Except for statutory or expressly agreed termination rights, cancellation requires written agreement.

For agreed cancellation, the Customer pays for delivered supplies, reasonable work completed and documented non-cancellable, non-recoverable order-specific costs. Needronix shall mitigate costs and credit amounts saved or reasonably recoverable through reuse or resale. There is no double counting or charge for lost profit on unperformed work. Settlement for the cancelled portion shall not exceed its agreed price. Excess advances shall be refunded within 30 days of cancellation. This cancellation-cost mechanism does not apply to a valid termination caused by Needronix's breach.

10. Events beyond reasonable control

Neither party is responsible for delay caused by an event beyond its reasonable control that it could not reasonably avoid or overcome, subject to mandatory law. The affected party must promptly notify the other, mitigate the effects and resume performance. Deadlines extend only to reflect the actual impact. Payment for completed supplies remains due.

After 90 consecutive days of material prevention, either party may terminate the affected unperformed portion by written notice. Section 9's cost-mitigation and refund rules apply to settlement. Export-authorisation issues are governed by Section 4, not automatically treated as force majeure.

11. Liability

11.1 Aggregate damages cap.

Subject to Section 11.3 and to the extent permitted by applicable mandatory law, each party’s aggregate liability to the other for damages arising out of or in connection with an order, whether in contract, tort or on another legal basis, shall not exceed the total price paid or payable under that order, excluding VAT. This is one aggregate limit for all such damages claims relating to that order, not a separate limit for each claim.

11.2 Excluded losses.

Subject to Section 11.3 and to the extent permitted by applicable mandatory law, neither party shall be liable to the other for damages representing:

(a) loss of profit, revenue, use or data;

(b) losses arising from the failure, loss, delay or curtailment of a mission;

(c) launch or re-launch costs; or

(d) other indirect or consequential losses.

The exclusions in paragraphs (a)–(c) apply whether the particular loss is characterised as direct, indirect or consequential.

11.3 Exceptions and preserved obligations.

The cap and exclusions above do not apply to losses caused by fraud, wilful misconduct or gross negligence, to liability for death or personal injury, or to liability that cannot lawfully be limited or excluded. They do not reduce payment obligations, agreed refunds or the remedies Needronix is required to provide under Section 7. The same loss may not be recovered more than once.

11.4 Independent operation.

The monetary cap and each exclusion of loss are intended to operate independently. If a particular restriction is invalid or unenforceable, the remaining restrictions shall continue to apply to the extent legally permissible. Nothing in this Section constitutes a waiver of a damages claim where such waiver is prohibited by mandatory law.

11.5 Intellectual property and non-monetary relief.

This Section does not grant any intellectual property licence or authorise any use or disclosure prohibited by the agreement. It does not prevent either party from seeking available injunctive or other non-monetary relief. Nothing in these Terms amends a separate NDA or its provisions governing liability and remedies.

12. Governing law and final provisions

Slovak law governs the agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Unless otherwise agreed in writing or required by mandatory law, the competent courts of Slovakia having territorial jurisdiction over Needronix’s registered office have exclusive jurisdiction.

Either party may seek interim or protective relief from any court having jurisdiction to grant that relief, without waiving the agreed jurisdiction for determination of the merits.

The version of these Terms provided and incorporated when the contract is formed governs that order. Website updates do not amend existing contracts; Needronix retains previous versions. Changes require both parties’ written agreement. Writing includes email unless law or the parties require another form. Invalid or unenforceable provisions do not affect the remaining Terms to the extent permitted by law.