TERMS OF SALE AND SERVICE PROVISION (B2B)

Document No.: NH-LE-2026-001 Last Revision: 2026-04-03

These Terms of Sale and Service Provision (the "Terms") establish conditions for goods sales, professional IT service provision, order placement, payments, deliveries, work acceptance, warranties, liabilities, and other legal relations between Nordhub, MB (Reg: 306821334, Vilnius, Lithuania) (the "Seller", "Service Provider" or "Nordhub") and the legal entity or other business subject (the "Buyer").

1. Scope and Purpose

1.1. These Terms apply to all Buyer orders placed via website, email, pro-forma invoice, technical specification, or other written means. 1.2. Individual written contracts take precedence over these Terms. 1.3. These Terms apply to: a) IT hardware sales; b) Professional IT services (AI automation, Cloud architecture, Software development, Integrations, Support). 1.4. Buyer confirms acceptance of these Terms by placing an order, paying an invoice, or accepting services.

2. Exclusive B2B Relationship

2.1. This platform is strictly for business entities. 2.2. Buyer confirms they are NOT acting as a consumer. 2.3. Buyer assumes full liability for misrepresenting legal status. 2.4. Consumer protection laws (including the 14-day return right) DO NOT APPLY. 2.5. Seller may suspend orders if the Buyer's status is suspicious.

3. Payment Purpose (Montonio)

3.1. All payments via Montonio or bank transfer are accepted strictly for: a) Procurement of Dell Outlet/Refurbished IT hardware; b) Professional IT services based on agreed milestones. 3.2. Payment does not guarantee availability if supply chain or pricing errors occur. 3.3. In such cases, Seller may offer alternatives or a refund.

4. Contract Formation

4.1. Website information is an invitation to treat, not a binding offer. 4.2. Buyer's order is an offer to purchase. 4.3. Contract is formed upon order confirmation, invoice issuance, or start of fulfillment. 4.4. Seller may refuse orders without providing justification.

5. Prices, Offers and Validity

5.1. Prices are in EUR unless stated otherwise. 5.2. Prices exclude VAT, delivery, and customs fees. 5.3. Offers are valid for 3 business days. 5.4. Outlet hardware availability is limited; payment may require confirmation of stock.

6. Order Placement and Reservation

6.1. Buyer must provide accurate registration and contact data. 6.3. Reservations for pro-forma invoices expire after 24 hours. 6.4. Unpaid orders may be cancelled automatically.

7. Payment Procedure

7.1. Payments via Montonio or bank transfer. 7.2. Bank transfers must reference the pro-forma invoice number. 7.4. 100% pre-payment applies as standard. 7.7. Late payments incur 0.05% daily interest and a 40 EUR admin fee per invoice. 7.8. Payments cover admin costs first, then interest, then principal.

8. Retention of Title and Risk Transfer

8.1. Title passes only upon full payment. 8.2. Before full payment, Buyer holds goods under retention of title. 8.3. Risk of loss passes to Buyer upon delivery to carrier.

9. Nature of Goods and Condition Disclosure

9.1. Goods include "Outlet," "Refurbished," and "Open-Box" items. 9.2. These may have cosmetic marks, battery wear, or non-original packaging. 9.4. Hardware is fit for purpose if it matches its commercial class.

10. Delivery and Deadlines

10.1. Deadlines are estimates. 10.2. Seller is not liable for carrier or customs delays.

11. Receiving and Inspection

11.1. Buyer must inspect package upon receipt. 11.2. Transit damage must be reported within 24 hours with visual evidence.

12. DOA and Early Defect Procedure

12.1. DOA (Dead on Arrival) cases must be reported within 24 hours. 12.3. If DOA is confirmed, Seller will replace, repair, or refund.

13. Warranty and Quality Requirements

13.3. Standard 90-day limited commercial warranty for functional defects. 13.4. Warranty excludes battery wear, software compatibility, and physical damage. 13.5. Batteries are considered consumable parts.

14. Defect Claim Procedure

14.1. Claims must be written with invoice/SN and evidence. 14.2. Buyer cannot withhold payment unilaterally. 14.4. False claims incur diagnostics and transport fees.

15-17. IT Services and Acceptance

15.1. Services provided according to SOW or hourly rates. 16.2. Results are deemed accepted if no objection is filed within 5 business days. 17.2. Fees for performed work (consultancy, dev) are non-refundable.

18. Intellectual Property

18.1. Nordhub retains ownership of its core methodologies and tools. 18.2. Buyer receives a license for specific final deliverables.

19. Refund, Exchange and Compensation

19.1. B2B sales are final; no returns for change of mind. 19.2. Refunds only if goods are unavailable and no alternative is chosen.

20. Limitation of Liability

20.1. Total liability is capped at the specific order value. 20.2. Consequential damages (loss of profits, data) are excluded.

21. Force Majeure

21.1. No liability for events beyond control (war, cyberattacks, supply failure).

24. Abuse Prevention

24.1. Seller may verify identity to prevent fraud. 24.2. Misuse (false DOA, swapping parts) will result in legal action.

25. Jurisdiction

25.1. Subject to the laws of the Republic of Lithuania. 25.3. Disputes resolved in Vilnius Courts.

26. Final Provisions

26.3. The Lithuanian version of these Terms prevails.