General Terms and Conditions of Sale

Last updated: 2025.02.28

1. General Scope and Application

The following terms and conditions (“Terms and Conditions”) apply to the purchase of Products and Subscription Services from Monil AS ("Monil").

Products mean the collar units, charging units or any other parts/accessories (“Products”).Subscription Services mean any application or software made available through the subscription fee. Each subscription is linked to an individual collar unit.Buyer means the purchaser of Products or Subscription Services. Monil exclusively sells its Products and Subscription Services to business entities.

Monil’s “Terms of Use” and “Privacy Policy" form an integral part of these Terms and Conditions.

The Buyer is responsible for ensuring that all individuals, including employees, to whom they grant access to the Products and Subscription Services are informed of and agree to comply with these Terms and Conditions and the Terms of Use.

Monil reserves the right to change these Terms and Conditions at any time. The all-time applicable Terms and Conditions are available on www.monil.com (the “Website”). You may also request a copy of the Terms and Conditions applicable to your purchase by contacting Monil on support@monil.com.

2. Price

The price for Products and the fee for Subscription Services is displayed on the Website or in the quote. Any applicable shipping costs will be added to the total amount and displayed on the Website checkout or in the provided quote.

All prices are exclusive of value added tax or any other potential taxes or customs duties, which are to be paid additionally by the Buyer in the amount specified by applicable law.

Monil will give 90 days' prior written notice for any price increases for Subscription Services. Any price increases will only apply to subsequent billing periods.

3. Orders

By completing the checkout process or placing an order through e-mail, the Buyer submits a binding offer to purchase Products or Subscription Services (“Order”).

After the Order is placed, an order confirmation will be sent to the e-mail address provided by the Buyer.

Please note that the order confirmation does not constitute an acceptance of the Order but serves for information purposes only. All Orders are subject to acceptance by Monil, which may be given at its discretion.

If Monil refuses to accept an Order, it shall inform the Buyer of such refusal by email within one month after the Order was submitted and refund any received payments.

4. Payment

Orders for Products may be subject to payment in up to two instalments. The first instalment (prepayment) can be done by using Klarna, credit card or invoice. If the Buyer chooses an invoice as the method of payment, the prepayment shall be made in full within fourteen (14) days from the date of the invoice, and Monil is not obligated to send the Product or provide the Subscription Service prior to receiving the prepayment in full.

The remaining amount will be invoiced upon receipt of the Products and is due within 14 days from the invoice date.

Payment for Subscription Services is made in advance for each calendar year. Upon purchase, the Buyer shall pay for the remaining period of the current calendar year. Thereafter, the Buyer will receive an invoice at the beginning of each calendar year.

All late payments accrue interest at the at all times applicable rate pursuant to the Norwegian Late Payments Interest Rate Act.

In case of previous payment default or reasonable doubt regarding the solvency or credit standing of the Buyer, Monil reserves the right to demand security or prepayment for any outstanding delivery, or to declare immediate maturity of all outstanding claims.

5. Delivery

The Product(s) will be shipped to the Buyer using the shipping option selected during the ordering process, or, if no selection is made, the default option determined by Monil.

By placing the Order, the Buyer acknowledges that they have pre-ordered a product that is not yet manufactured, and not yet ready to be shipped. Monil reserves the right to perform partial deliveries if such action would not unreasonably affect the Buyer.

Delivery dates communicated or acknowledged by Monil are approximate only, unless explicitly stated otherwise. The Buyer acknowledges that changes and/or delays to the estimated dispatch and delivery date may occur.

The Product(s) will be delivered to the delivery address specified in the Website checkout or provided through other order methods. The Buyer is responsible for providing the correct address in the ordering process, this address cannot be a PO Box or similar.

Delivery has occurred when the Buyer, or their representative, has taken possession of the Product(s), in accordance with the chosen shipping option. If the logistics provider attempts to deliver and the Product(s) is not collected or received on time or at first attempt of delivery, and if this is due to the Buyer or circumstances related to the Buyer, the risk passes to the Buyer when the Product was attempted to be delivered or put at the Buyer’s disposal.

Monil reserves the right to charge the Buyer for extra shipment, storage and handling costs due to Buyer’s failure to (i) collect the Product(s) in time or (ii) contribute as needed for the delivery to occur.

6. Cancellation

Orders placed are binding and cannot be cancelled. For inquiries, please contact: support@monil.com.

Monil reserves the right to cancel the Order before the shipment date at Monil’s own discretion. In the event of such cancellation, Monil will refund the full purchase price.

If the Product is delayed beyond a delivery-date guarantee, as stated on the Website at the point of purchase, the Buyer may withdraw from the contract. To withdraw from the contract, the Buyer must notify Monil by email to support@monil.com before the Products have been shipped to the Buyer. Monil will confirm receipt of the withdrawal request as soon as possible. The Buyer must then complete the withdrawal steps as requested by Monil, which will be provided by email.

If the Buyer received any promotional or other discount at the time of payment, any refund will only reflect the amount the Buyer actually paid. Refunds under this clause are made using the same method originally used by the Buyer.

7. Use of Products and Subscription Service

The Buyer is granted a limited and non-exclusive license to use the Subscription Services for its own use.

The Buyer shall use the Products and Subscription Services solely for their intended purpose, in compliance with applicable laws and regulations, and always in accordance with the Terms of Use and the user manual, as updated from time to time.

The Buyer may not: (a) copy, reproduce, modify, or create derivative works of the Subscription Services; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Subscription Services available to any third party without Monil's prior written consent; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or access the source code ; (d) remove, alter, or obscure any copyright, trademark, confidentiality, or other proprietary notices or labels displayed on or embedded within the Subscription Services; or (e) use the Subscription Service in any manner that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person, any applicable laws, regulations, or industry standards, or circumvents or disables any security features or access controls of the Subscription Service; or (f) use the Subscription Service or any part thereof to develop, create, or offer any product or service that competes with the Subscription Service.

Upon resale of a Product, any prepaid Subscription Service may be transferred to the new owner of that Product, under the condition that the Buyer contacts Monil to register the transfer and that the new owner accepts Monil's current terms and conditions. Any other form of transfer of the Subscription Service is not allowed.

8. Limited Warranty

The virtual fencing and remote monitoring should not replace regular human inspection. Land managers and stock keepers should not solely rely on virtual fencing in preference to physical fencing in situations that are a risk to livestock, humans or other valuable assets. Monil does not guarantee that the animals will always stay within the virtual boundaries. The Buyer should bear this in mind when using the Products and Subscription Services.

Monil makes no representations or warranties regarding the usefulness, accuracy, effectiveness, or uninterrupted and error-free operation of the Subscription Services.

Monil reserves the right to, in its sole discretion, modify, update, enhance, or discontinue any features, functionalities, or components of the Subscription Services at any time. Reasonable efforts will be made to notify the Buyer in advance of significant changes. Modifications may include updates to functionality, adjustments to the user interface, performance enhancements, or the removal of specific features.

Monil also reserves the right to perform both scheduled and unscheduled maintenance on the Subscription Services, which may result in temporary downtime or reduced functionality. Monil will make reasonable efforts to provide prior notice to the Buyer and minimize any disruptions to the Buyer’s use of the Subscription Services.

Monil provides a limited warranty that the Products shall substantially conform to Monil’s specifications and be free from defects in design, materials and workmanship under the normal use (“Normal use”) for which the Products were designed for a period of sixty (60) months (the “Warranty Period”), calculated from the date of delivery.

Normal use is defined as the usage of the Products strictly in accordance with the user manual and any other specifications or written instructions.

The warranty does not extend to any implied warranty or fitness for a particular purpose or use, irrespective of whether such purpose or use has been communicated by Buyer to Monil or not.

This limited warranty does not cover:

• Lost or stolen Products
• Free Products
• Products repaired by any party other than Monil
• Damage caused by misuse, abuse, neglect, improper handling, or inadequate maintenance
• Products that have been altered or modified
• Damages due to accident
• Damage resulting from external factors, including, but not limited to, damages from third parties, extreme temperatures, water, or other environmental conditions
• Use of the Products in a manner inconsistent with Monil’s specifications or written instructions, including for purposes other than those for which they were designed
• The natural decline in Hardware condition due to regular usage and the expected wear and tear, unless such decline is attributed to a flaw in manufacturing or materials.

Monil shall, at its option and within reasonable time, either 1) repair, 2) replace or 3) refund defective or non-conforming Products which, in Monil’s opinion, are covered by the warranty. The said remedies are exclusive, and Buyer shall not be entitled to put forth any other remedy or claim related to defective or non-conforming Products.

The warranty shall only apply to Products which have been paid for in full with valid proof of purchase. The warranty shall be for the benefit for Buyer only. However, the Warranty Period shall also apply to any second-hand purchases provided that it can be proved that Products are still within the Warranty Period.

Valid proof of purchase:

• Order number from online purchases made through Monil’s website
• Sales invoice

The Buyer shall notify Monil without undue delay after it has detected that the Products are non-conforming or defective by sending a mail to support@monil.com. Furthermore, the Buyer shall cover the costs of shipping for Products returned to Monil for warranty service and is responsible for any damages during delivery, while Monil will pay for return of Products to Buyer.

9. Term and termination

The Subscription Services shall continue for an initial term of the remaining calendar year and shall automatically renew for successive one (1) year periods, unless terminated by the Buyer ninety (90) days prior to the end of the current term.

Monil and the Buyer may terminate the Agreement immediately upon written notice if the other party:

1. breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach;
2. becomes insolvent or makes an assignment for the benefit of creditors; or
3. files for bankruptcy or has a bankruptcy petition filed against it.

Monil may terminate the agreement with immediate effect if the Buyer is in breach of section 7 or fails to make payment for the Subscription Services in accordance with the agreed terms. Such termination shall not affect any payments already made by the Buyer, which shall remain non-refundable

10. Intellectual Property Rights

"Intellectual Property Rights" means any intellectual property rights, whether registered, non-registered or applied for, including, but not limited to copyrights, trademarks, rights in software, source code and know-how.

Monil solely owns and retains all Intellectual Property Rights in and to the Subscription Services and Products, including any updates, enhancements, and derivative works.

Nothing in these Terms and Conditions shall be construed as a transfer, assignment, or grant of any ownership rights or Intellectual Property Rights, except for the limited license expressly granted for use of the Subscription Services.

11. Use of data

Monil may collect, process, and analyse data generated through the Buyer’s use of the Subscription Services to operate and support the Subscription Services, improve its Products and Subscription Services, and develop new products and services based on this data.

12. Limitation of Liability

The Buyer shall be fully responsible and liable for any acts, omissions, or breaches of these Terms and Conditions by any individual to whom they grant access to the Products or Subscription Services.

Monil shall not be liable for any direct, indirect, or consequential damages, including but not limited to loss of profits, revenue, goodwill, business interruption arising out of or in connection with Monil's obligations under these Terms and Conditions, the Subscription Services or Products, or the use of or inability to use the Subscription Services and Products, even if advised of the possibility of such damages. The Buyer should be aware that Monil shall in no event be liable for any loss or claim related to animals moving outside of the virtual boundary grazing area.

In any event, Monil’s maximum and accumulated liability towards Buyer related to Monil’s performance or the use of the Products and/or Subscription Services, whether based on provisions in these Terms and Conditions, applicable law, statutes, tort law or otherwise, and irrespective of Monil’s conduct, shall in any event be limited to (i) for Products, an amount equal to the purchase price or value of the disputed Products, whichever is lower and (ii) for Subscription Services, the total fees paid by the Buyer during the twelve (12) months preceding the event giving rise to the claim.

The limitation of liability will not apply in the event of gross negligence or wilful misconduct.

13. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless Monil from and against all claims, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any third-party claims resulting from the use of the Products and Subscription Services.

Monil shall indemnify, defend, and hold harmless the Buyer from and against all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any allegation that the Subscription Services infringes, misappropriates, or otherwise violates any Intellectual Property Rights of a third party. This obligation is contingent upon the Buyer: (a) promptly notifying Monil in writing of any such claim; (b) granting Monil sole control over the defence and settlement of the claim; and (c) providing Monil with all reasonable assistance in the defence of the claim.

14. Force Majeure

Monil shall not be liable for delayed or defective Products or Subscription Services, or any other failure to meet its obligations due to an unforeseen circumstance or cause beyond its control. This includes any strike, lock-out, labour dispute, inability to obtain labour, utilities or services, application of applicable laws, enemy or hostile actions, sabotage, war, blockades, insurrections, riots, epidemics, washouts, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, or any other cause, whether similar to or dissimilar from the foregoing, provided that it is beyond the control of Monil. Monil shall promptly notify the Buyer of the occurrence of any such event.

In the event of any such delay, defect or failure to fulfil an obligation, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay, unless the delay continues for more than two (2) months, in which case Monil may terminate the agreement in question with immediate effect without incurring any liability.

15. Governing Law and Dispute Resolution

This Agreement and any conflicts arising out of or in relation to it shall be governed by the laws of Norway and disputes arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of the District Court of Oslo.

16. Miscellaneous

Should any of the clauses above, in whole or in part, be legally invalid, the validity of the other clauses of these Terms and Conditions shall remain unaffected.

Any failure to exercise, or delay in exercising, any right or remedy arising from these Terms and Conditions shall not operate as a waiver thereof.

Monil may assign its rights and obligations without prior written consent. The Buyer may not assign its rights or obligations without prior written consent.