Effective Date: 10-April- 2026
Updated on: 10- April – 2026
SALE-PURCHASE AGREEMENT
This Sale-Purchase Agreement (“Agreement”) forms an integral part of and is supplementary to Mainlink Service Agreement (“MSA”).
This Agreement governs exclusively the terms and conditions related to the sale and purchase of Products, where such Products are supplied together with Services (as defined in the MSA) under the applicable Service Order. For the avoidance of doubt:
(a) Products shall not be considered part of the Services;
(b) Services shall not be considered part of the sale of Products;
(c) no cross-liability or joint responsibility shall arise between Products and Services, unless expressly agreed in writing.
The parties may agree on general commercial terms for the purchase of Products in a Service Order, including types of Products, indicative quantities, and pricing. In the meantime, the actual purchase and delivery of Products shall be carried out through separate Orders placed by the Buyer from time to time under such Service Order. Each Order shall specify the quantity of Products, delivery location, delivery terms and requested delivery date. For the avoidance of doubt, the inclusion of Products together with Services in a Service Order, including under a single aggregated price, is agreed solely for commercial convenience and shall not:
(a) affect the legal qualification of the Products as goods sold under this Agreement; or
(b) affect the allocation of responsibilities and liabilities between this Agreement and MSA; or
(c) eliminate the requirement to place separate Orders for the delivery of Products.
All documents referenced in this Agreement, including but not limited to the Warranty Policy, Service Order, Orders, and MSA, form an integral part of this Agreement.
For the purposes of this Agreement:
“Buyer” means the Client (as defined in the MSA) purchasing the Products under the applicable Service Order.
“Order” means a purchase order submitted by the Buyer under a Service Order for the purchase of Products, specifying quantities, delivery details and other applicable terms.
“Products” means hardware devices or other tangible goods (such as gateway) sold by the Seller under this Agreement, as further specified in the applicable Service Order and/or Orders;
“Seller” means Mainlink supplying the Products under this Agreement and applicable Service Order;
“Service Order” means a document agreed between the Buyer and the Seller under the MSA specifying commercial terms, including scope of Services and/or Products, pricing and other relevant conditions.
GENERAL CONDITIONS
- Object of the Agreement
1.1. Under the terms and conditions of this Agreement the Seller shall deliver Products which are specified in the applicable Service Order and, where applicable, further detailed in individual Orders placed by the Buyer, and the Buyer shall pay for such Products and perform other obligations described in this Agreement.
1.2. For the purposes of this Agreement, an “Effective Date” means the date when the relevant Service Order is signed by both Parties.
1.3. The Parties acknowledge and agree that this Agreement is concluded on a business-to-business (B2B) basis. The Buyer represents that it purchases the Products solely for its own business purposes. - Product ordering process
2.1. The Buyer shall place orders for Products under this Agreement by providing a written purchase Order by e-mail. Any Order shall be subject to acceptance by the Seller under the terms and conditions stated herein.
2.2. Each Order placed under this Agreement and an applicable Service Order shall constitute a binding request to purchase Products under the agreed commercial framework.
2.3. Orders shall be consistent with the applicable Service Order and shall not modify the pricing or other commercial terms agreed therein, unless expressly agreed in writing by the Parties.
2.4. References in this Agreement to “Order” shall include any purchase order submitted by the Buyer under a Service Order.
2.5. The Parties shall put efforts to agree on the possible conditions of the Order, delivery terms and etc. prior Order confirmation.
2.6. The Seller shall provide feedback in regard to each Order. Any Order received by the Seller shall be deemed to be accepted only when the Seller has issued a written Order confirmation. Each Order confirmation shall include Order due date, which is an approximate date. Upon receipt of the Order confirmation, the Buyer must review the Order configurations indicated in the Order confirmation and confirm the same within 1 (one) Business Day. If the Buyer does not provide any confirmation/comments within the above-mentioned period, it shall be held that the Order configurations are confirmed as correct to produce the Products.
2.7. Confirmed Orders cannot be modified, unless agreed otherwise between the Parties in a written form or in case of circumstances listed in section 2.6 of the GC. Changes in the Order may affect the Order due date, prices and/or extra charges. In case the Buyer prefers to cancel the confirmed Order, in the absence of the circumstances provided for in section 2.6 of the GC, the value of the confirmed Order must be paid by the Buyer in accordance to terms agreed in Service Order.
2.8. The Seller reserves the right, at its sole discretion, to select the manufacturer, supplier, and production source of the Products. The Seller does not guarantee any specific manufacturer, brand, model, design, or aesthetic characteristics of the Products, provided that the Products materially comply with the agreed specifications set out in the applicable Service Order. Variations in design, components, or appearance that do not affect the core functionality or agreed specifications shall not constitute a defect. - Deliveries and packing
3.1. The Products shall be delivered in accordance with the Agreement and as specified further in the relevant Order.
3.2. Risk of loss and damage to the Products, as well as other applicable costs, shall pass in accordance with INCOTERMS 2020 rules, specified in the relevant Order. The title to the Products shall not pass earlier than full payment for the Products in accordance with section 5 of the GC.
3.3. The Seller reserves the right to select the manner in which the Products are packaged. Special requirements for packaging shall be subject to extra charges.
3.4. In cases of unjustified rejection of Products by the Buyer, the Buyer shall cover all the reasonable costs and damages incurred by the Seller.
3.5. Upon delivery the Buyer signs and provides to the Seller the waybill and / or presented VAT invoice and separate confirmation about the received Products for VAT purpose in a form provided by the Seller. - Inspection
4.1. The Buyer shall have the obligation of thorough inspection of Products at the moment of their receipt. During such inspection the Buyer shall inspect if:
4.1.1. the number of Products received is as identified in the documents provided by the Seller;
4.1.2. the Products correspond the applicable Service Order and relevant Order;
4.1.3. no visible damage has been caused to the Products delivered and thus the Products delivered are not visually defected. If the Buyer discovers inconsistencies, defects, the Buyer must indicate them in the relevant transportation document (CMR), following section 4.2 of the GC.
4.2. The Buyer shall have the obligation to perform initial inspection for the purpose of detecting visual defects / defects arising during transportation within 3 (three) Business Days, at the latest, from the moment of receipt of the Products along with written notification to the Seller. The Buyer shall also be responsible to notify the carrier of any damage in a corresponding note on the transport document. In case there is any visible damage on the Products delivered, the Buyer must indicate the damage on the CMR form to be provided to the carrier and provide the Seller with photos identifying the damage by e-mail to the authorized person of the Seller.
4.3. The Buyer shall not be entitled to make claims at a later date in respect of any inconsistency / defects which could have been found by inspection in accordance with section 4.1. of the GC within time period specified in section 4.2. of the GC. In case any inconsistency / defects are found subject to section 4.1. of the GC, the Buyer has the right to refuse to accept the corresponding wrong / defective amount and shall accept the properly delivered amount of Products by indicating the rejected part of the Products and the issues in the waybill and / or presented VAT invoice and provide filled RMA form (attached to Warranty Policy) within time period specified in section 4.2. of the GC. - Prices and payment terms
5.1. Prices for Products are described in the applicable Service Order, unless otherwise agreed in a specific Order (hereinafter referred to as “Prices”).
5.2. Product Prices may depend on the scope of the Buyer’s Order (amount of Products ordered).
5.3. Prices do not include value added tax (VAT) or any federal, state, municipal or other taxes or duties (hereinafter collectively referred to as “Taxes”). All Taxes, if any, due on account of purchases hereunder shall be paid by the Buyer.
5.4. All invoiced sums shall be paid by the Buyer in full in the currency of the invoice without deduction or set off (statutory or otherwise).
5.5. Unless otherwise specified in the applicable Service Order, the Parties agree on the following payment terms and conditions:
5.5.1. The amounts to be paid to the Seller under this Agreement shall be paid in advance with full 100% of the invoice sum, including transportation costs, if applicable, payable upon receipt of a pro forma invoice which shall be submitted to the Buyer after the Order is confirmed according to section 2 of the GC.
5.5.2. The Parties confirm their understanding, that any Order shall be commenced (started processing) by the Seller only upon receipt of the full payment amount and estimated Order due date shall be postponed respectively.
5.5.3Upon full payment amount and the moment when the Products are packed and ready for acceptance under agreed INCOTERMS 2020 conditions, the invoice shall be issued by the Seller and submitted to the Buyer. - Warranty
6.1. The Products are covered by a warranty and all terms related to the same are specified on the Warranty Policy, available at https://mainlink.net/mainlink-product-warranty-policy/
6.2. For the avoidance of doubt, the Seller is not the manufacturer of the Products and shall not be deemed as such.
6.3. Except as expressly set out in this Agreement and/or Warranty Policy, the Products are provided “as is” and the Seller makes no other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by applicable law. The Seller does not warrant that the Products will achieve any specific results or operate without interruption or error when used in conjunction with any services, platforms or systems (including those provided under a Master Service Agreement), except to the extent expressly agreed in writing. - Liability
7.1. The Seller’s liability shall be limited only to direct damages. The Seller shall, in particular, not be liable to anyone, to the extent permitted by applicable law, for damages resulting from interruption of business operations, loss of revenue, loss of profit, loss of data or information, loss of interest, loss of income relating to the purchase or use of the Product, also for any other incidental, indirect, punitive, special or consequential damages, arising out of, or in any way related to the Product, including but not limited to the use or inability to use the Product, warranty claims. Any other liability of the Seller than stated herein shall be excluded unless mandated by imperative provisions of applicable law. The aggregate liability of the Seller in any claim relating to a Product shall not exceed the price paid for the affected Product under the relevant Order. The Seller shall not in any case be responsible for any kind of damages, losses, whatsoever incurred in the relation with the breach of the Agreement which exceeds the amount indicated herein. For the avoidance of doubt, liability under this Agreement shall apply to claims arising from defects in or non-conformity of the Products as such. Where a claim arises from or is related to the Services, or the combined use, if agreed by the Parties separately, such claim shall be governed by the MSA.
7.2. Any penalties or damages shall be paid within fourteen (14) calendar days after the receipt of the relevant claim confirmed by both Parties and invoice.
7.3. In case the Buyer is late with any payment due to the Seller, the Seller shall have the right to fully or partially suspend the performance of the Agreement and/or suspend or cancel the performance of its obligations under the Agreement by informing the Buyer about such suspension/cancelation by a written notice. The Seller shall resume the performance in accordance with the Agreement after the Seller has received the late payments and any other due payments from the Buyer. If such suspension extended for more than three (3) Business Days, the Seller shall also have an additional reasonable “start-up” period for ongoing works to resume (directly affected delivery deadlines shall be extended by such period).
7.4. In case the Buyer delays payment of any amounts due, under the Agreement in due time, the Buyer shall pay to the Seller delay penalties in the amount of 0,05% calculated from the amount which was not paid for each day of delay.
7.5. In case the Buyer is late to accept Products on the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 0,05% from the total invoice amount of the Products for each day of delay. In case the Buyer is late in accepting the Products for more than one week after the agreed delivery date, the Seller shall have the right to claim storage penalties in the amount of 500 (five hundred) EUR (or equivalent in USD, if applicable, based on the European Central Bank exchange rate on the invoice date) for each day of delay starting from the second week of delay.
7.6. In case the Buyer breaches obligations specified in section 10 of the GC, the Buyer shall pay to the Seller a fine in the amount of 10’000 (ten thousand) EUR (or equivalent in USD, if applicable, based on the European Central Bank exchange rate on the invoice date) and reimburse all damages/costs/losses incurred by the Seller which are not covered by such fine.
7.7. The Buyer must comply and must ensure that at the date of this Agreement and throughout its duration the Buyer, its directors, officers, employees, and any person acting for it or on behalf of it such as agents, joint venture partner, as well as distributors, suppliers, sub-contractors, partners, clients (“Related persons”) are not subject to the United States of America, European Union or other applicable economic sanctions, export controls or trade restrictions, including those administered by the U.S. Department of the Treasury or the U.S. Department of Commerce (collectively “Trade Compliance Laws”). In particular: the Buyer represents and warrants that neither it nor any of its Related Persons: (i) is listed on, or owned or controlled by any person or entity listed on any applicable sanctions list; (ii) is located, organized, or resident in a country or territory subject to comprehensive sanctions imposed by the EU or the United States; or (iii) is otherwise subject to restrictions under applicable Trade Compliance Laws that would prohibit or restrict the performance of this Agreement. The Buyer further undertakes and ensures that: (i) no Products shall be used, sold, transferred or otherwise supplied, exported in breach of any Trade Compliance Laws, (ii) the Products shall not be directly or indirectly intended for a country on which sanctions are imposed in respect of these Products, or in respect of what they would be used for or the sector in which they would be used or that would otherwise be in conflict with any Trade Compliance Laws, (iii) no persons or entities that would have been listed on official sanctions lists under applicable trade sanctions laws are involved or could benefit from the Agreement. The Buyer is obliged to provide the Seller within 3 (three) Business Days upon request’s receipt of the Seller any relevant information / documents confirming its compliance with Trade Compliance Laws. The Seller may terminate the Agreement with immediate effect – without any liability towards the Buyer – if the Buyer or the Related persons have acted in breach of the above representations, warranties or undertakings, or if the performance of the Agreement otherwise violates or is likely to violate any Trade Compliance Laws. Such termination shall be without prejudice to any other rights or remedies available to the Seller, including the right to claim damages. The Buyer shall indemnify and hold the Seller harmless from and against any losses, damages, penalties, fines, costs or liabilities arising out of or related to any breach of this clause. The Buyer shall include provisions equivalent in substance to this clause in any subsequent contracts under which the Products are used, sold, transferred or otherwise supplied, exported.
7.8. The Buyer shall indemnify, defend, and hold harmless the Seller and its directors, officers, employees, affiliates and associated companies and their personnel, as well as the manufacturer of the Products, from and against all liabilities, losses, damages, injuries, costs, expenses, actions, proceedings, claims, demands, fines and penalties arising out of the Buyer’s breach of its obligations, representations or warranties in section 7.7 of the GC.
7.9. The Buyer is solely responsible for the selection, installation, integration and use of the Products in accordance with their intended purpose, applicable technical documentation, and instructions provided by the manufacturer and/or the Seller. The Seller shall not be liable for any damage, malfunction, or failure of the Products resulting from improper installation, configuration, calibration, integration, or operation, or from use outside their intended purpose. The Seller does not guarantee the accuracy, completeness, reliability, or availability of any data generated, transmitted, or processed by the Products, nor any outcomes derived therefrom. The Seller does not guarantee uninterrupted connectivity, data transmission, or operation of the Products with any network, platform, or service, including those provided under a Master Service Agreement, except as expressly agreed in writing or in supported configurations communicated to the Buyer. - Third party claims
8.1. In case the Buyer becomes aware of any third-party claim which is not subject to the standard warranty procedure described in the Warranty Policy and which could lead to the liability of the Seller under this Agreement, the Buyer shall:
(a) as soon as reasonably practicable, but in no event later than 5 (five) Business Days after the date the Buyer or any of its affiliates became aware of any third-party claim, give written notice thereof to the Seller; and
(b) take all such actions as can reasonably be taken in such a position and within its capacity to secure the required evidence and cooperate with the Seller by disclosing all material of which it is aware which relates to the claim;
(c) allow the Seller to investigate the fact, matter, event or circumstance alleged to give rise to such third-party claim; upon request of the Seller, give the Seller or its duly authorized representative reasonable access to the personnel of the Buyer and any of its affiliates and to any relevant premises, documents and records within respective powers, to enable the Seller, or its duly authorized representative, to examine such claim, premises, documents and records and to take copies thereof; and
(d) upon request of the Seller, grant the right to the Seller to defend third party claim and to properly conduct any litigation resulting therefrom; the Buyer (and any of its affiliates) shall give the Seller an opportunity to participate in the defense and/or settlement of any claim, shall not make any settlement or submission in respect of any third-party claim without the prior written consent of the Seller thereto.
8.2. The Seller shall not be liable to the Buyer or any of its affiliates for any third-party claim unless such third party claim has been handled in accordance with this section of the GC. - Term and Termination
9.1. This Agreement shall enter into force on the Effective Date and shall remain in effect until terminated in accordance with this section. Termination of this Agreement shall not affect any Orders accepted prior to the effective date of termination.The Agreement may be terminated, by giving 15 (fifteen) calendar days prior written notice, in the following cases:
9.1.1. by initiative of the Seller, unilaterally without applying to court, in case the Buyer is in delay of any payment for more than 15 (fifteen) calendar days;
9.1.2. by initiative of the Seller, unilaterally without applying to court, in case the Buyer breaches obligations, indicated in section 10 of the GC of the Agreement;
9.1.3. by initiative of the Seller, unilaterally without applying to court, in case the Buyer breaches obligations, indicated in section 7.7 of the GC of the Agreement;
9.1.4. by either Party, unilaterally without applying to court, in cases of material breach of this Agreement if such breach is not remedied within thirty (30) calendar days after receipt of a written notice indicating that the Agreement may be terminated in case the breach is not remedied. In case the defaulting Party fails to remedy such breach within indicated term of thirty (30) calendar days, another Party may proceed with termination of the Agreement.
9.2. The obligations under sections 10 and 11 of the GC shall continue to exist even after the termination of the Agreement.
9.3. Termination of this Agreement for any reason shall not relieve the Buyer from the obligation to pay for:
(a) all Products already delivered; and
(b) all Products ordered under confirmed Orders, including those not yet delivered. - Confidentiality
The confidentiality obligations between the Parties shall be governed by MSA, unless otherwise expressly agreed in writing. - Data protection
11.1. To the extent personal data is processed under this Agreement, such processing shall be governed by the Privacy Policy (https://mainlink.net/contract-privacy-policy/) and relevant provisions of MSA, where applicable.
11.2.
Each Party shall comply with applicable data protection laws in relation to any personal data processed under this Agreement. - Force majeure
12.1. The Seller shall not be responsible for any delay or non‐performance of its obligations in case such delay or non‐performance is due to circumstances beyond the Seller‘s control, including but not limited to industrial disputes (including global and local strikes and/or lockouts), government restrictions, trade sanctions, war, hostility, explosive materials, ionizing radiation or contamination by radioactivity, fires, uprisings, civil unrest, acts of terrorism, epidemics/pandemics, natural disasters, currency restrictions, computer viruses, worms etc., import or export bans, breakdowns or disruptions in telecommunication, as well as any similar conditions affecting any Seller’s performance towards the Buyer. - Other
13.1. Any technical assistance or advice offered by Seller regarding use of any Product or services or provided in connection with Buyer’s purchases is given free of charge and as a convenience to the Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice, nor shall any statement made by any of Seller’s representatives in connection with the Products or services constitute a representation or warranty, express or implied.
13.2. Terms and conditions of this Agreement supersede any and all prior agreements, understanding or other communications, whether written or oral, formal or informal, between them in respect of the Products’ ordering.
13.3. The Parties expressly agree that no different, additional or any other terms and conditions of the Buyer (for example, general terms and conditions for purchase or any similar, etc.) shall not be applicable irrespective whether the Seller objects such general terms and conditions or not, unless it is executed in the manner described in section 13.5. of the GC.
13.4. Any amendments, supplements or any other agreements made between the Parties which amend, supplement or annul any conditions of this Agreement or are newly added to this Agreement shall be made in writing in the form of additional agreement to this Agreement, signed by authorized persons, unless cases of unilateral adjustment of conditions of this Agreement is specified herein, otherwise such agreements / conditions shall be considered as null and void. This shall also apply to a waiver of the written form requirement.
13.5. Any transfer of rights or obligations under this Agreement shall require the written consent of the other Party, excluding the Seller’s right to transfer any third party the right to request payments from the Buyer under this Agreement.
13.6. The ineffectiveness or invalidity of any provision of this Agreement shall not affect the effectiveness or validity of the other provisions. In such case the Parties shall agree on a complementary provision which commercially best replaces the invalid provision.
13.7. Governing law and dispute resolution shall be as set out in the MSA.This Agreement shall not limit Seller’s right to sell the Products to any third parties if the Seller would wish to do so. Any training of employees of the Buyer or supply of advertising material shall be subject to additional agreements by the Parties and might be subject to additional payments from the Buyer.
13.8. The Parties agree that the Buyer shall not use the name of the Seller, the name of the manufacturer of the Products, the names of the Products, any trade name, service mark, trademarks, acronym or logo of the Seller and/or the manufacturer of the Products in any publicity releases, advertising or any other publication without the Seller’s prior written consent. If this clause is not complied with, the Seller shall have a right to request the removal of such publication and/or to request the rebuttal of the publication and/or to request for compensation from the Buyer.
13.9. The Buyer agrees with the fact that the Seller has the right to make public in the means available to him information, that is not confidential by agreement of the Parties, about his cooperation with the Buyer in various ways (joint implementation of various projects and their details, other information about cooperation of the Parties). Upon receipt of the Buyer’s reasonable request the Seller undertakes to immediately stop publicizing the information specified in the Buyer request.
13.10. In the event of any inconsistency or conflict between the documents:
(a) this Agreement shall prevail with respect to legal terms relating to the sale and purchase of Products;
(b) the MSA shall prevail with respect to Services;
(c) the Service Order shall prevail with respect to commercial terms, including pricing and Product scope;
(d) the Order shall prevail with respect to delivery details, including quantities, delivery address and delivery timing.