Website Disclaimer

If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Surface Measurement Systems Ltd relationship with you in relation to this website.

The term Surface Measurement Systems or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Unit 5 Wharfside, Rosemont Road, Alperton, London, HA0 4PE, United Kingdom. Our company registration number is 2448058. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

• This website uses web analytic, and employs cookies to record information on your preferences and improve user-experience. For more information, please read our Privacy Policy. 
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. We recommend that you take further advice or seek further guidance before taking any action based on the information contained on this website. 
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• All materials contained in this website are protected by intellectual property rights, including trademarks, copyright, and either belongs to us or is licensed to us to use. Materials include, but are not limited to, the design, layout, look, appearance, graphics and documents on the website, as well as other content such as articles, stories, specifications, guidance notes, details of our products, regulatory information, company profiles and other text. 
• All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
• We do not guarantee that this website will be compatible with all or any hardware and software which you may use. We do not guarantee that this website will be available all the time or at any specific time. We reserve the right to withdraw or modify this website at any time.
• We are only liable to you for losses which you suffer as a result of a breach of these terms and conditions by us. We are not responsible to you for any losses which you may incur which were not a foreseeable consequence of us breaching these terms and conditions, for example if you and we could not have contemplated those losses before or when you access this website. Our liability to you shall not in any circumstances include any business losses that you may incur, including but not limited to lost data, lost profits or business interruption.
• From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

Copyright Notice

Copyright and other relevant intellectual property rights exist on all scientific instruments and software featured on this website, unless otherwise stated. 

Copyright and other relevant intellectual property rights exist on all text relating to the Company’s services and the full content of this website. 

This Company’s logo is a registered trademark of this Company in the United Kingdom.

Payment

For instrument purchase, we only accept Bankers Draft or BACS Transfer as acceptable methods of payment.

Our Terms are payment in full within thirty days from invoice date. All goods remain the property of the Company until paid for in full. Monies that remains outstanding by the due date will incur late payment interest at the rate of 2% above the prevailing Bank of England’s base rate on the outstanding balance until such time as the balance is paid in full and final settlement. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection Agencies and/or through the Small Claims Court in the event that the outstanding balance does not exceed £3000. In such circumstances, you shall be liable for any and all additional administrative and/or court costs.

a) Goods: This contract is divisible. Each delivery made hereunder:

    i)Shall be deemed to arise from a separate contract, and

    ii)Shall be invoiced separately and any invoice for a delivery shall be payable in full accordance with the terms of payment provided for herein without reference to and notwithstanding anu defect of default in the delivery of anyother instalment.

b) Services

    i)This contract is divisible. The work performed in each period during the currency of the contract shall be invoiced separately. Each invoice for work performed in any period shall be payable by the customer in full, in   accordance with their terms of payment provided for herein, without reference to and notwithstanding any defect or default in the work performed or to be performed in any other period.

eCommerce

Products
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products.

All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

Purchase and payments
We accept the following forms of payment: credit card and wire transfer. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. Payment can be made in Euros, Great British Pounds, or US Dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order.

We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per organization, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or unlicensed distributors.

For purchases via our website, by clicking on the “Accept” button you agree to the terms of this agreement which will bind you. If you do not agree to these terms and conditions you must cease to continue to purchase any Services or Products from us. 

Return/refunds policy
We offer a full refund for any items purchased in our Online Portal eCommerce Shop, as long as they are returned in their original condition, original packaging, and unused. Refunds can only be claimed if Surface Measurement Systems are notified within 30 days of receipt of the item with a valid reason for return. Customers are responsible for arranging and covering the costs of postage to return the item to Surface Measurement Systems.

Faulty items

If any item purchased through our eShop doesn’t perform as described or is faulty, Surface Measurement Systems will replace the item at no cost to the customer. A full description of any faults, with photo evidence (if necessary) will be required to begin this process. Alternatively, should the customer wish, Surface Measurement Systems will also offer a full refund for the cost of the item and postage, upon the return of the item.

We reserve the right to refuse a refund for items that have been improperly used, or where the inferences have been made about the capabilities of an item that are not specifically described in our own detailing of the item.

Warranty

1. Surface Measurement Systems Ltd (SMS) warrants to the Purchaser that Products and accessories manufactured by it will be free from defects in materials and workmanship for a period of 12 months from date of installation or 18 months from delivery to the Distributor whichever comes first. All warranty claims can only be made if an installation report has been recorded by SMS, any claims made under the warranty without such a report will be deemed as invalid.
   
   
2. Where transport of Products/Spare parts is provided by SMS the Purchaser shall examine the Products immediately upon receipt for any obvious damage in transit or shortage. The Purchaser shall note on the carrier’s delivery note. Any claim that Products are damaged in transit, short delivered or not in conformity, with the Purchasers order must be notified to SMS within five working days of delivery. SMS will have no liability for such claims unless these conditions are observed. SMS sole liability for errors in quantity or type of Products supplied, or for damage in transit shall be to make good any shortage or non-delivery and to repair or replace any damaged products.
3. 1. If the Product is shipped directly to a customer premises the container must remain sealed until an SMS accredited representative is able to open and access any damage, short delivery or non-conformity.
      
      
4. SMS undertakes to repair or replace, at its option free of charge to the Purchaser any part or parts which under proper and normal use prove defective within the period stated in (1). If required by SMS the Purchaser will return to SMS any defective parts covered by the warranty at its own expense and risk.
   
   
5. Products moved to an alternative customer site will continue to be subject to the warranty conditions, provided the de-installation and re-installation is performed by an accredited SMS engineer and SMS are in receipt of an installation report from the movement. The costs and expenses related to both deinstallation and reinstallation shall be the responsibility of the Purchaser.
   
   
6. The warranty applies only to instruments within the country of original delivery. Instruments transferred outside the country of original delivery, either by us at the direction of the customer or by the customer’s actions subsequent to delivery, may be subject to additional charges prior to warranty repair or replacement of such instruments, based on the actual location of such instruments and our Warranty and/or service surcharges for such location(s) provided the de-installation and re-installation is performed by an accredited SMS engineer and SMS are in receipt of an installation report from the movement. The costs and expenses related to both deinstallation and reinstallation shall be the responsibility of the Purchaser.
   
   
7. Where Products supplied (but not manufactured) by SMS are covered by a manufacturer’s warranty, SMS will upon request supply the Purchaser with a copy of such warranty. If the warranty can only be enforced by SMS against the manufacturer, SMS undertakes to use its reasonable endeavors to enforce the warranty on the Purchasers behalf. 
8. 1. The Purchaser must undertake to give access to the third-party warranty provider.
   2. SMS reserves the right to charge the Purchaser at normal service rates for any realignment, recalibration adjustment or cleaning work required other than as a result of defects in materials or workmanship.
      
      
9. Standard Spare Parts Warranty
10. 1. SMS warrants that each spare part manufactured and sold by SMS are to be free from defects in materials and workmanship for a period of 90 days from its original date of purchase. If the purchaser discovers within the duration of this warranty a failure of the spare to perform as described by the manufacturer, the purchaser must promptly notify seller of this within warranty period.
    2. Warranty claims can only be made if SMS are in receipt of a valid service report showing the original date of the part fitted. Any claims made under the warranty without such a report will be deemed as invalid.
    3. Warranty is offered against all faulty parts provided that the part is installed and operated in accordance with the installation and operation manual supplied with the unit. Spare parts can only be fitted by an accredited SMS service engineer; otherwise the warranty will be void.
    4. Warranty does not cover misuse, abuse, neglect, unauthorised modifications, improper maintenance, accidents or other abnormal conditions. SMS will be responsible for standard freight costs to the site of the original purchaser of the part. The customer is responsible for costs associated with the return of the defective part to the SMS office. Warranty does not cover any taxes or duties, which will be due in connection with supply of replacement parts.
    5. If express delivery is used, the party requiring it shall carry the costs. The customer must ensure that the part is packed properly before shipping to ensure safe transport. Any damage due to inadequate packing will be subject to a charge. If no fault is found on the claimed part, all labor and standard shipping costs of the replacement unit will be subject to full costs to the claimant as set out below; Part returns will be accepted under the following conditions;
    6. 1. 1. unopened parts are subject to a 10% restocking charge;
          2. opened parts will be subject to a 50% restocking charge;
          3. parts subject to a Returns Material Authorization will only be credited according to that process and that the relevant paperwork is received.
          4. where used parts/Products are subject to a decontamination certificate SMS reserve the right to refuse delivery. Any parts sent back without the correct decontamination certificate will be liable for all costs attributed to their disposal and to all costs directly or indirectly incurred
             
             
11. Software Warranty
12. 1. Software is provided as per the original Purchase Order and is subject to the same warranty conditions as in (1). Warranty will not be honored in the following circumstances.
    2. 1. 1. Not used in accordance with the user documentation;
          2. Used in combination with any operating system, third-party software not prescribed by SMS;
          3. modified in any way by the end user;
          4. used with equipment other than its intended purpose;
          5. The use of Anti-Virus software is allowed provided such software can be installed and configured by a competent IT Professional such that it does not interfere with any SMS software. Windows Updates and Office updates should be turned off by default and when required should ONLY be installed by a competent IT Professional. In any case failures caused by either of the above will not be covered by the provisions of this warranty.
             
             
13. Exclusions from Warranty
14. 1. Customer maintainable components including but not limited to;
    2. 1. 1. Sample pans, Hangdown wires, Diamond loops.
    3. Used, Ex-Demo or refurbished Products. These Products may still have an existing warranty but the warranty will be seen to have expired on resale, unless written agreement has been received from SMS. Any such agreed warranties will be subject to the same requirements as new Products and the agreed warranty period will commence from the receipt of a valid installation report.
    4. 1. 1. The cost Ex-Demo warranties provided by the Distributor on resale of Products will be solely born by the Distributor or by SMS as long as the cost of any such warranty is received by SMS prior to the commencement of any such warranty.
    5. Any equipment or accessories which are identified on applicable price lists, quotations, or special promotional material for which our warranty may be further limited. Included within this category are items which are sold at specially discounted prices with reduced warranty protection (in some cases extended warranty protection may be available for purchase).
    6. Variations from specifications set-out by SMS “Normal Operating Conditions” including external power supply fluctuations and humidity
       
       
15. Additional Exclusions and Limitations
16. 1. The warranty does not cover loss, damage or defects resulting from transportation to the customers premises by third-party agents or Distributors
    2. Unauthorised modification or misuse (including the use of inappropriate solvents, which are not on the ‘Approved Solvent list’), operation outside of the environmental specifications for the instrument, and/or improper site preparation or maintenance.
    3. except in the case of an authorised distributor, authorised in writing by us to extend the warranty to the distributor’s customer’s, the warranty, applies only to the customer as the original purchaser from us and may not be assigned, sold or otherwise transferred to any third party or instrument. 

Privacy Policy

Surface Measurement Systems operate under a strict privacy policy for all customer and user information stored by the company, respectful of prevalent data regulations in whichever territory we are operating in, and which we hold data for. Read our Privacy Policy in full here.

eLearning Portal

These terms and conditions are in addition to the Website Disclaimer and apply to the use and sale of any Online Course. Please read these terms and conditions carefully before purchasing and accessing any online courses.

If there is any conflict between our Website Disclaimer, these terms and conditions and any Course Specific Terms and Conditions which might apply to a specific Online Course then the conflict shall be resolved by applying the following order of priority:
    1. These Standard Terms for the Use & Purchase of Online Courses;
    2. Website Disclaimer.

1. Definitions
   “Confidential Information” means information provided by one party to the other in written, graphic, recorded, machine readable or other form concerning the business, clients, suppliers, finances and other areas of the other party’s business or products, including, without limitation, the Course Materials, but does not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the disclosing party.
   
   “Course Materials” means the information provided by Surface Measurement Systems Ltd to accompany a course provided as part of the Services in electronic form.
   
   “Intellectual Property Rights” means copyright, rights in or relating to databases, patent rights, performers’ rights, designs and registered designs, trademarks, rights in or relating to Confidential Information and other intellectual property rights (registered or unregistered) throughout the world.
   
   “Online Course” means the delivery by us of an online course pursuant to which you learn course materials remotely.
   
   “Services” means the provision of the Online Courses and/or the Course Materials together with such other services as agreed from time to time and purchased by you through the Website.
   
   “Website” means www.odoo.surfacemeasurements.com
   
   “you” means the individual purchasing the Services.
   
   
2. The Services
3. 1. A description of the Services are available on our Website. We will provide the Services with reasonable care and skill in accordance with the description set out on the Website.
   2. We reserve the right to vary or withdraw any of the Services described on the Website without notice.
   3. We expect you to confirm that the Services you are using will meet your needs. We do not make any guarantee to you that you will obtain a particular result, professional qualification or employment opportunity from your purchase and completion of any of the Services.
      
      
4. Liability
5. 1. No part of the provision of the Services shall be deemed to be, nor is it intended to be, nor should it be taken to be, the provision of investment advice.
   2. Although Surface Measurement Systems Ltd aims to provide the Services to the highest standards of the industry, neither it, nor its trainers accept any liability for (i) any inaccuracy or misleading information provided in the programmes or Course Materials and any reliance by Client on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the terms of this Agreement.
   3. Except to the extent that they are expressly set out in these terms and conditions, no conditions, warranties or other terms shall apply to the Services. Subject to clause 6.5 no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
   4. Subject to clause (e.) below, Surface Measurement Systems Ltd’s total liability arising from or in connection with these terms and conditions and in relation to anything which we may have done or not done in connection with these terms and conditions and the delivery of the Service (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the Fees received by us in connection with the relevant Online Course in relation to which a dispute has arisen.
   5. Nothing in this Agreement shall exclude or limit Surface Measurement Systems Ltd’s liability for (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation or (iii) any other matter which under English law may not be limited or excluded.
   6. No claim may be brought more than six months after the last date on which the Services concerned have finished or ceased to be provided by us.
      
      
6. Intellectual Property
7. 1. All Intellectual Property Rights in the Course Materials and Online Courses are, and remain, the intellectual property of Surface Measurement Systems Ltd or its licensors, whether adapted, written for or customised for the Client or not.
   2. You are not authorised to:-
      (i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission;
      (ii) record on video or audio tape, relay by videophone or other means the Online Courses.
      (iii) use the Course Materials in the provision of any other course or training whether given by us or any third-party trainer;
      (iv) remove any copyright or other notice of Surface Measurement Systems Ltd on the Course Materials;
      (v) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Online Courses.
      
      Breach by you of this clause 4(b) shall allow us to immediately terminate these terms and conditions with you and cease to provide you with any Services, including but not limited to access to the Online Courses.
   3. In consideration of the Fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the Course Materials and the software in respect of the Online Course for the sole purpose of completing the Online Course.
      
      
8. Confidentiality 
9. 1. Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these terms and conditions, and shall return it on demand and not retain copies of it.
   2. Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them.
   3. This clause shall continue notwithstanding termination of these terms and conditions.
      
      
10. Termination
11. 1. We shall be entitled to terminate these terms and conditions and cease to provide you with any Services with immediate effect in the event that you:
       (i) act in an aggressive, bullying, offensive, threatening or harassing manner towards any employee of Surface Measurement Systems Ltd who provides the online courses.
       (ii) cheat or plagiarise any work which you are required to prepare or submit in connection with the Services or during any examination taken in connection with the Services;
       (iii) steal or act in fraudulent or deceitful manner towards us or our employees or any other students
       (iv) are in breach of these terms and conditions.
    2. On termination clause 3 (liability), 4 (intellectual property rights), and 5 (confidentiality) shall continue notwithstanding such termination.
       
       
12. Assignment
    Any Services provided by us under these terms and conditions are personal to you and cannot be transferred or assigned to any other person.
    We shall be entitled to assign these terms and conditions to any other company without prior notice to you.
    
    
13. Entire Agreement
    These terms and conditions, together with the Website Disclaimer and Course Specific Terms and Conditions are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations in entering into these and any other terms and conditions with us. Nothing in this clause or terms and conditions shall limit liability for any fraudulent misrepresentation.
    
    
14. Force Majeure
    Surface Measurement Systems Ltd shall not be liable to you for any breach of its obligations or termination under these terms and conditions arising from causes beyond its reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other Acts of God, terrorism, strikes, delay caused by transport disputes, failure to provide a course caused by a death in the trainer’s family, illness of the trainer, Government edict or regulation.
    
    
15. Assignment
    We may assign, transfer, sub-contract any of our rights or obligations to any third party at our discretion.
    
    
16. Data Protection
17. 1. The nature of the Services provided by us means that we will obtain, use and disclose (together "Use") certain information about you ("Data"). This statement sets out the principles governing our Use of Data. By purchasing the Services you agree to this Use.
    2. When you register with us you will need to provide certain Data such as your contact details and demographic information. We will store this Data and use it to contact you, provide you with details of the Services you have purchased and otherwise as required during the normal provision of the course.
    3. We may also use the above Data, and similar Data you provide us in response to surveys, to aggregate user profiles. We may also use the Data to provide you with communications, unless you opt out of these communications. We will not pass any personal data onto anyone outside of Surface Measurement Systems Ltd.
    4. We use information such as your User ID, session identifiers and password to enable us to identify whether you are using our services, assist with the provision of services and to ensure that you have access to relevant products. We will only read cookies from your cookie file placed there through your web browser's interaction with the Website.
    5. Our products may link to third party websites and we are not responsible for their data policies or procedures or their content.
    6. Surface Measurement Systems Ltd endeavour to take all reasonable steps to protect your personal Data including the use of encryption technology, but cannot guarantee the security of any Data you disclose. You accept the inherent security implications of being and transacting on-line over the internet and will not hold us responsible for any breach of security.
    7. If you wish to change or update the data we hold about you, please e-mail marketing@surfacemeasurementsystems.com. 
       
       
18. Law and Jurisdiction
    This Agreement is subject to English law and the parties submit to the exclusive jurisdiction of the English courts in connection with any dispute hereunder.
     
    

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
3. Use a buying agent or purchasing agent to make purchases on the Site.
4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5. Engage in unauthorized framing of or linking to the Site.
6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
7. Make improper use of our support services or submit false reports of abuse or misconduct.
8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10. Attempt to impersonate another user or person or use the username of another user.
11. Sell or otherwise transfer your profile.
12. Use any information obtained from the Site in order to harass, abuse, or harm another person.
13. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
17. Delete the copyright or other proprietary rights notice from any Content.
18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23. Use the Site in a manner inconsistent with any applicable laws or regulations.

Service Offerings

Scope of Coverage:

• The SMS Instrument Care Plan ensures comprehensive support for Surface Measurement Systems instruments, guaranteeing their optimal performance and longevity. Instruments eligible for coverage are those designated by Surface Measurement Systems, encompassing a wide range of scientific and research equipment vital for various applications.

Performance Maintenance Visit & Validation (OQ/PQ):

• Scheduled visits from factory-trained service engineers constitute a cornerstone of the plan, meticulously cleaning, inspecting, and validating covered instruments. These visits go beyond routine maintenance, incorporating critical updates to software and firmware. Subsequently, clients receive detailed Operational Qualification (OQ) and Performance Qualification (PQ) reports, providing invaluable insights into the instrument's reliability and performance integrity.

Sorption Academy eLearning:

• The plan grants access to Sorption Academy eLearning, an extensive platform offering multi-tiered, comprehensive courses. Tailored to the needs of research teams, these courses delve deep into the intricacies of sorption science, empowering users with invaluable knowledge and skills to elevate their research endeavours.

Parts and Labor Included:

• One of the plan's hallmark features is its comprehensive coverage of replacement parts and associated labor costs. Should any instrument necessitate maintenance or repair, Surface Measurement Systems bears the expenses, ensuring seamless upkeep and minimal disruption to operations.

Multi-System Discounts:

•  Recognizing the diverse needs of clients, the plan offers competitive discounts for those with multiple instruments under coverage. This cost-saving measure incentivizes clients to extend the plan's benefits across their instrument portfolio, fostering efficiency and affordability in continued reliability.

Discounts on Training:

• Exclusive discounts on training options further augment the plan's value proposition. Clients can opt for tailored training sessions conducted by Surface Measurement Systems' professionals, either on-site or through comprehensive classroom courses. These training opportunities empower clients with the knowledge and skills essential for maximizing the utility of their instruments.

Phone/Email Support:

• Clients enjoy unlimited access to Surface Measurement Systems' technical support team, available via phone or email or portal during regular business hours. Whether troubleshooting technical issues or seeking guidance on instrument operation, clients benefit from prompt and expert assistance, ensuring seamless continuity of operations.

Virtual Tailored Training:

• For clients seeking personalized training experiences, the plan offers virtual tailored training sessions facilitated by Surface Measurement Systems' esteemed application scientists. These sessions are meticulously crafted to address specific research requirements, equipping clients with the expertise needed to navigate complex scientific methods successfully.

Exclusions:

• *Balances, pumps, and incubators and MFC’s damaged by poor quality gas supply fall outside the plan, alongside parts damaged due to misuse or poor-quality gas supply and deviation from instrument specifications.
• **Parts damaged due to misuse or poor-quality gas supply and deviation from instrument specifications. These exclusions are implemented to maintain clarity regarding the scope of coverage and promote responsible instrument usage among clients.
• Operating system upgrades, including Windows version updates, and replacement PCs are not covered under the SMS service contract. Any required upgrades or hardware replacements will be subject to additional charges. Customers on an active service contract are eligible for a 25% discount on replacement PCs and may access free remote upgrade support, subject to pre-arranged scheduling.
  

Plan Purchase Conditions:

• Premium Care+ can only be procured concurrently with instrument acquisition or within the instrument's warranty period. Designed to provide lifelong care for instruments, the plan cannot be retroactively purchased unless expressly agreed upon by Surface Measurement Systems.

Term and Renewal:

• The plan operates on a specified term agreed upon at the time of purchase, with renewal options available upon expiration, subject to Surface Measurement Systems' terms and conditions. This flexible arrangement ensures clients have the autonomy to tailor coverage to their evolving needs while benefiting from uninterrupted instrument care and support.

Limitation of Liability:

• Surface Measurement Systems' liability under the SMS Instrument Care Plan is limited to the terms and conditions outlined herein. While every effort is made to ensure the quality and reliability of the services provided under the plan, Surface Measurement Systems shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the covered instruments or services.
• Surface Measurement Systems shall not be liable for any loss of data, loss of profit, loss of business, interruption of business, or any other financial or commercial damages resulting from the use of the covered instruments or services, regardless of whether Surface Measurement Systems has been advised of the possibility of such damages.
• In no event shall Surface Measurement Systems' total liability under the SMS Instrument Care Plan exceed the amount paid by the client for the plan during the term of coverage.
• Surface Measurement Systems shall not be responsible for any damages caused by events beyond its control, including but not limited to acts of nature, war, terrorism, civil disturbance, governmental action, labor disputes, or equipment failure.
• The limitations of liability set forth herein shall apply to the fullest extent permitted by law in the applicable jurisdiction. If any provision of this limitation of liability is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law:

• The SMS Instrument Care Plan is governed by the laws of the jurisdiction in which Surface Measurement Systems operates. This ensures compliance with legal standards and regulations pertinent to instrument care services. By adhering to applicable laws, Surface Measurement Systems maintains transparency, accountability, and trust in its dealings with clients. In case of disputes, these governing laws provide a framework for fair resolution, fostering a legally sound business environment conducive to long-term partnerships. This commitment underscores Surface Measurement Systems' dedication to ethical practices and regulatory compliance.
• Assignment:
  
  Any Services provided by us under these terms and conditions are personal to you and cannot be transferred or assigned to any other instruments or companies.
• We shall be entitled to assign these terms and conditions to any other company without prior notice to you.

Entire Agreement:

• These terms and conditions, together with the Website Disclaimer and Course Specific Terms and Conditions are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations in entering into these and any other terms and conditions with us. Nothing in this clause or terms and conditions shall limit liability for any fraudulent misrepresentation

Confidentiality:

• Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of these terms and conditions, and shall return it on demand and not retain copies of it.
• Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them.
• This clause shall continue notwithstanding termination of these terms and conditions.

Definitions:

• Surface Measurement Systems (SMS): Refers to the company offering the SMS Instrument Care Plan, providing comprehensive support services for designated scientific instruments.
• Instrument: Denotes the scientific equipment covered under the SMS Instrument Care Plan, including but not limited to instruments designated by Surface Measurement Systems.
• Factory-trained Service Engineers: Personnel authorized by Surface Measurement Systems to conduct maintenance, inspection, and validation tasks on covered instruments.
• Operational Qualification (OQ): The process of verifying that the instrument functions according to predefined specifications and performs as expected in its operational environment.
• Performance Qualification (PQ): The process of ensuring that the instrument consistently produces results conforming to predetermined criteria, demonstrating its suitability for its intended purpose.
• Sorption Academy Elearning: Online educational platform providing multi-tiered courses designed to enhance the skills and knowledge of research teams in the field of sorption science.
• Multi-System Discounts: Discounts offered to clients with multiple instruments covered under the SMS Instrument Care Plan, providing cost-saving benefits.
• Technical Support Team: Surface Measurement Systems personnel tasked with providing assistance and guidance to clients regarding technical issues related to covered instruments.
• Virtual Tailored Training: Customized training sessions conducted remotely by Surface Measurement Systems' application scientists to address specific research requirements of clients.
• Misuse: Any improper or unauthorized use of the instrument that deviates from recommended practices or specifications provided by Surface Measurement Systems.
• Warranty Period: The duration during which the instrument is covered under the manufacturer's warranty, during which Premium Care+ can be purchased.
• Renewal: The process of extending the coverage period of the SMS Instrument Care Plan beyond its initial term, subject to Surface Measurement Systems' terms and conditions.
• Governing Law: The legal framework dictating the rights, obligations, and enforcement of the SMS Instrument Care Plan, determined by the jurisdiction in which Surface Measurement Systems operates.

Multi-Year Plans: Cancellation & Refund Terms

Refund Schedule

Additional Terms

SMS China - Terms & Conditions 

1. Price and Payment Terms(价格及支付条款): The Price of the Product shall include value added tax. The Seller shall provide the Buyer with an invoice detailing the Price and the Buyer shall pay(产品价格含增值税。卖方应向买方提供一份写明具体价格的账单，买方应按以下规定付款：)

100% in advance. 100%预付。

2. Interest: Without limiting the Seller’s remedies, if payment is overdue, the Buyer shall pay the Seller the legal fees and other costs of collection and (before and after judgment) shall pay to the Seller interest on amount overdue at the maximum rate permissible by law calculated from the date payment fell due until the date of actual payment and the Seller may cancel the Contract and may suspend any services and/or deliveries to the Buyer.

逾期利息：在不限制卖方救济权的前提下，如果买方逾期付款，买方应赔偿卖方任何律师费及其他追索成本，并应就迟延支付金额向卖方按法律允许的最高利率水平支付逾期利息，该等逾期利息自逾期款项到期日起算，至实际完成支付日止（无论在此期间是否已作出判决），同时，在此情形下，卖方有权撤销本合同及任何其他合同，并可暂停向买方提供任何服务和（或）交付物。

3. Terms of Delivery(交付条款)：         

a) Buyer to collect from Seller’s site / Products to be delivered to Buyer’s location at [state address].

买方应自卖方场所提货/产品应交付至买方位于【地址】的交货地点。

b) Should the Buyer wish to vary a delivery schedule, it shall make a request in writing to the Seller.(如果买方希望改变交货时间，其应向卖方提出书面请求。)

 4. Quotation: A quotation is not an offer and may be withdrawn or modified; unless otherwise agreed in writing by the Seller no contract or commitment shall exist until the Seller sends its written agreement or Acknowledgement of Order form to the Buyer or until the Seller commences work on or appropriates supplies to the Contract.

报价：报价不构成要约，可予撤回或修改；除非另经卖方书面同意，在卖方向买方送交其书面合同或《订单确认函》前，或者在卖方开始准备本合同项下履约事宜之前，不存在任何合同或承诺。

5. Compliance(合规):

1. The Buyer shall ensure that its obligations under this Contract are carried out in accordance with all applicable laws, current regulations and good practice including but not limited to obtaining the necessary licences, permissions, consents and/or approvals to buy the Products. The Buyer shall compensate the Seller against any liability and expense resulting from failure to do so. (买方应确保其履行本合同项下义务时均能遵守适用法律、现行法规和业内良好实践规范，包括但不限于，取得购买本合同项下产品所需的各类执照、许可和/或批准。否则，买方应赔偿卖方因此发生的任何责任或费用。)
2. If any variation in the Product or the Contract is agreed or is required for compliance with any applicable law, regulation or safety recommendation, the Buyer shall pay such additional amount as is fair and reasonable and the Seller shall have reasonable additional time to perform the Contract.(如果为了遵守任何适用法律、法规或安全建议，双方同意或需要对产品或本合同做出任何变更，则买方应支付公平、合理的增加金额，同时卖方应被给予合理的附加时间来履行本合同。)

6. Risk and Property:  Seller shall own the property in any Products if the Buyer doesn’t pay the whole of the Price and other monies payable by the Buyer under the Contract. Risk of damage to or loss of the Product shall pass to the Buyer upon the Products arriving at the Buyer’s premises if delivered by the Seller or upon the Products leaving the Seller’s premises if collected by the Buyer.

风险及财产权:如果买方没付清全部价款以及其他本合同项下应付款项，任何产品的财产权均应归卖方所有。如果产品由卖方交付到买方场所，产品的毁损、灭失风险应在产品到达买方场所后转移到买方，但如果买方自卖方场所提货，产品的毁损、灭失风险应在产品离开卖方场所后转移到买方。

7. Inspection and Acceptance: The Products shall be deemed to comply with the Contract and the Buyer shall accept them unless the Buyer gives notice to the Seller of any damage or claim and such notice is served within 7 days of their delivery. Where the Products are sold as a batch, without prejudice to the Buyer's right to reject all the Products the Buyer may not reject only some of the Products.

验受： 除非买方在交货后7天内以书面形式向卖方发出任何损害或索赔通知，否则产品应被视为符合本合同约定，同时卖方应接受产品。如果产品是成批出售的，在不损害买方拒收整批产品的权利的前提下，买方不得仅拒收部分产品。

8. Installation(安装)：

1. Where the Seller has agreed to install the Products or perform services, the Buyer warrants that the site where the Products are to be used or where the service is to take place is in all respects suitable for the safe and lawful installation and operation of the Products or performance of the Services.  If the Seller is to effect or supervise the installation the Buyer shall prepare the site in good time and provide all services for efficient installation, failing which the Seller may charge for lost time of its personnel.( 如果卖方已同意安装产品或履行服务，买方保证使用产品的场所或者履行服务的场所在所有方面均适合安全、合法安装和运行产品或履行服务。如果卖方将启动或监督安装过程，买方应及时准备场所并提供为高效完成安装工作所需的所有服务，若买方未能准备好这些条件，卖方将就其人员损失的时间向买方收取费用）。)
2. The Buyer shall obtain any certificates or other approvals required in good time before installation and shall inform the Seller of all relevant safety, building and electrical codes and other requirements relevant to installation and shall compensate the Seller against any liability or expense resulting from failure so to do.(买方应在安装前及时取得任何必要的许可或其他批准，并应告知卖方所有相关的安全、建筑以及电力守则以及有关安装的其他要求，否则，应赔偿卖方因此发生的任何责任或费用。)
3. The Seller hereby grants to the Buyer a non-exclusive, non-transferable licence to use the software solely for operating the Products for their proper and designed purposes, but the Buyer shall not have the right to copy, access or use the source code of the software and shall copy all or part of the software only as necessary for the purpose of operating the Products.  The Buy shall not alter, reverse engineer, disassemble or decompile the software.(卖方特此授予买方仅出于按设计用途运行产品之目的使用软件的非独占、不可转让许可，但买方无权复制、访问或使用软件的源代码，且仅能出于按设计用途运行产品之目的拷贝全部或任何部分软件。买方不得改变、 反向工程、 反汇编或反编译软件。)
4. All intellectual property and other rights of whatever nature in the software and the documentation for it are and shall remain the property of the Seller or the software vendor.(软件中的所有知识产权以及任何性质的其他权利以及相关文件，均为卖方或软件供应商的财产。)

9. Limitation of Liability: The aggregate liability of the Seller for all breaches or non-performance of its obligations or contemplated by any Contract shall not exceed a sum equal to the total amount paid for the Products under this Contract save that this sub-clause shall not limit or exclude any liability of the Seller which cannot be effectively excluded in law.

责任限制：卖方因违反或不履行其在本合同项下的任何义务的总计赔偿责任不得超过本合同项下产品价款的总额，但本款规定不得限制或排除依法无法有效排除的卖方的责任。

10. Exclusion of Liability The Seller shall not be liable for any loss which represents or is loss of profit, revenue, benefit, anticipated savings or goodwill, loss of use of any asset, loss of data, business interruption, management costs or third party liability. The Seller shall not be liable for indirect or consequential liabilities or losses.

责任免除：卖方不对任何下列损失负责：利润损失、收入、利益、预期节省或商誉、对任何资产的使用损失、数据损失、商业中断、管理成本或第三方责任。卖方不对间接或附带责任或损失负责。

11. Termination of Contract(合同终止)：

The Seller may terminate separately all or any of the Contract and every other contract with the Buyer at any time if: (如果发生下列情形，卖方可随时单方面终止本合同及与买方达成的任何其他合同：)

1. The Buyer fails to make payments to the Seller under any contract as they fall due or the Buyer otherwise breaches any such contract and the breach or non-payment is not remedied within seven (7) days of notice from the Seller; or (买方未能向卖方支付其在任何合同项下到期应付的款项，或者买方违反该等合同，且在收到卖方通知后期（7）日内仍未纠正；或者)
2. The Buyer is, or is deemed to be, insolvent or suspends payment or performance of its obligations or threatens to do so, or (买方无力偿还债务或被视为无力偿还债务，或暂停付款或履行其在本合同项下的义务或者扬言暂停付款或履行其在本合同项下的义务；或者)
3. In the reasonable opinion of the Seller, Customer has ceased or threatened to cease to trade.; or(根据卖方的合理意见，客户已经中止或扬言要中止交易；或者)
4. The Buyer applys for reorganization, composition or bankruptcy, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business.(买方申请重组、和解或者破产，或者成为清算或解散程序的对象，或者歇业。)

If the Seller terminates the Contract and every other contract in accordance with the above said terms, the Buyer shall pay the Seller a penalty of [30%] of the total price in the Contract and every other contract; if the losses of the Seller exceed the above penalty, the Buyer shall continue to compensate.(卖方根据上述条款终止本合同及与买方达成的任何其他合同，买方应当向卖方支付相当于本合同及任何其他合同下买方应当支付的总价款的30%作为违约金；给卖方造成的损失超过上述违约金的，买方应当继续赔偿。)

12. Guarantee: The guarantee period for the Product is the earlier of fifteen (15) months from the date of delivery of the Products to the Buyer or twelve (12) months from the date of customer installation.   If within the guarantee period any Products prove to be defective by reason of faulty design, workmanship or materials, the Seller will adjust, repair or replace them on the terms set out in Appendix B (which forms part of this Contract).

质保：产品质保期为产品交付给买方后15个月或产品安装后12个月，以较早者为准。如果在质保期内，任何产品因设计、工艺或材料缺陷而被证明存在缺陷，则卖方将依照附件B（构成本合同的一部分）规定的条款对缺陷产品进行调整、修复或更换。

13. Force Majeure: The Seller shall not be liable for any failure to perform its obligations hereunder by reason of any cause whatsoever beyond its reasonable control including refusal or delay in granting any necessary licence or permit).  In this case it may terminate the Contract and the Buyer shall pay a sum equal to the costs to the Seller of performing the Contract and the Seller's liability shall be limited to repayment of any sums paid in respect of undelivered Products or unperformed Services less such costs.

不可抗力：对于因为任何超出其合理控制的原因（包括拒绝或迟延取得任何必要的许可或批准），造成卖方未能履行其在本合同项下的义务的，卖方均不承担责任。在此情况下，卖方有权终止本合同，同时买方应向卖方支付其履行本合同所发生的成本，卖方的责任应限于返还买方就未交付产品或未履行服务支付的任何款项减除前述成本。

14. Intellectual Property & Confidentiality: (知识产权与保密条款)

All intellectual property rights relevant to the Products and all specifications, designs, programs or other material issued by or on behalf of the Seller shall, as between the Seller and the Buyer, remain the absolute property of the Seller. The Buyer acknowledges that all specifications, design, programs or other material including know-how, plans, drawings and price lists issued by or on behalf of the Seller are confidential and agrees not to use them for any improper purpose nor reproduce them in any form nor disclose them to any third parties. The Buyer agrees to indemnify the Seller for all liabilities, costs, expenses, damages losses suffered by the Seller arising from or related to the Buyer’s breach of this clause.(与产品有关的所有知识产权以及卖方发布的，或代表卖方发布的，卖方与买方之间的所有技术规范、设计、软件程序或其他材料，均应绝对归卖方所有。买方确认，卖方发布的，或代表卖方发布的，所有技术规范、设计、软件程序或其他材料，包括专有技术、计划、绘图及价格表，均为保密性的，卖方同意不会将之用于任何不当目的，亦不会以任何形式复制该等保密信息或将之披露给任何第三方。买方同意对卖方因买方违反本条款而招致的或与之相关的所有责任、费用、开支、损害或损失进行赔偿。)

15. General：(杂项条款)

1. The Seller bears no responsibility for any effect of site environment on the performance of equipment, or for interference or damage to existing equipment caused by operating the Products. The Seller bears no responsibility for the integration of the Products to be supplied with any other existing equipment.(对于设备运行的现场环境，或者因为产品运行对现有设备造成的干扰或损害，卖方均不承担任何责任。对于拟供应产品与任何其他现有设备的兼容性，卖方亦不承担任何责任。)
2. It is the Buyer’s sole responsibility to ensure that all-necessary equipment and suitable access is available to allow for the delivery of the Products.(买方应全权负责保证交付产品所需的所有必要设备及合适路径。)

16. Export Control： （出口管制）

The Buyer shall provide an end user undertaking in the format provided by the Seller as soon as practically possible upon Seller’s request at any time and in any event no later than seven (7) days from the date of issue of the Buyers purchase order, but before the shipment of the goods. The Buyer specifically acknowledges that the shipment of the goods, any after sales support (including but not limited to during the warranty period) is contingent upon the approvals received under the export controls regulations of the applicable jurisdictions (i.e. jurisdiction over the parties and / or related entities, transaction and / or the Goods) and the Seller’s internal export control guidelines.  In the event that the requisite authorizations / approvals cannot be obtained  by the Seller, or they are revoked or cancelled any time for whatever reason, the Seller shall not be liable to the Buyer in respect of any bond or guarantee or for any loss or damage, financial and other penalty / liability of any kind.

在任何时候，经卖方要求，买方应尽快（在任何情况下，不应晚于买方发出采购订单后七天，但应在货物装运之前），提供符合卖方规定格式的最终用户承诺。买方明确承认：货物的装运、任何售后支持（包括但不仅限于保证期内）均取决于根据适用司法管辖区（即对双方和/或相关实体、交易和/或“货物”的司法管辖区）的出口管制条例获得的审批和卖方的内部出口管制指南。如果卖方无法获得必要的授权/审批，或此类必要的授权/审批在任何时候因任何原因被撤销或取消，卖方不就任何承诺或保证或任何损失或损害、经济处罚或其他任何形式的处罚/责任向买方承担责任。

The Buyer shall not resell the Goods directly or indirectly or export, re-export, transship or make available such Goods, including software, parts, technical information/data and documents relating to  the Contract to any third parties in violation of any applicable export control laws, rules and regulations promulgated and administered by the government of the Seller’s country and/or the government of the country claiming jurisdiction over the parties, transaction and / or the Goods. The Buyer shall not use the Goods for the purposes of disturbing international peace and security, including (1) the design, development, production, stockpiling or any use of weapons of mass destruction such as nuclear, chemical or biological weapons or missiles, (2) other military activities, (3) any use for supporting these activities or (4) for any human rights violations. The Buyer shall not sell, export, dispose of, license, rent, transfer, disclose or otherwise provide the Goods to any third party whether directly or indirectly with knowledge or reason to know that the third party or any other party will engage in the activities described above.

买方不得违反卖方所在国家的政府和/或对双方、交易和/或货物有管辖权的国家政府颁发或管理的任何适用的出口管制法律、法规或条例，向任何第三方直接或间接转售或出口、再出口、转运或提供货物，包括与本合同有关的软件、零件、技术信息/数据和文件。买方不得将货物用于扰乱国际和平与安全目的，包括：(1) 大规模杀伤性武器的设计、开发、生产、储存或使用，如核武器、化学武器或生物武器或导弹；(2) 其他军事活动；(3)支持此类活动的任何用途；或(4)任何侵犯人权的行为。在买方知悉或有理由知悉第三方或任何其他方将从事上述活动的情况下，其不得直接或间接地向任何第三方出售、出口、处置、许可、出租、转让、披露或以其他方式提供货物。

17. Law and Arbitration: This Contract shall be governed by, and construed and enforced in accordance with, the laws of the People’s Republic of China.  Any dispute arising from or in connection with this Contract shall be submitted to the Shanghai International Economic and Trade Arbitration Commission (the SHIAC) for arbitration in accordance with the Arbitration Rules of SHIAC.

准据法与仲裁：本合同受中华人民共和国法律管辖并据其解释和执行。因本合同引起的或与本合同有关的任何争议，均应提交上海国际经济贸易仲裁委员会(“SHIAC”）按其当时有效的仲裁规则进行仲裁。

18. Execution: This Contract shall be executed in both English and Chinese. In the event of any conflict between the two versions the English version shall prevail.

签署：本合同以中英双语签署。如果两种语言版本之前存在任何冲突，应以英文版本为准。

19. Data Protection: Personal data of the Buyer/End User shall be collected, stored, processed and used by Seller if, insofar as and as long as this is necessary to establish, perform or terminate the contract with the Buyer. Further collection, storage, processing and use of this personal data shall take place only if legislation requires or permits this or the Buyer has consented to this. The Buyer is aware that the collection, processing and use of the contact data of the Buyer based on GDPR is necessary to implement measures prior to entering into a contract and to fulfil the contract with the Buyer. Seller has the right in particular to transfer the data to third parties if and insofar as this is necessary to take measures prior to entering into a contract and to fulfil the contract (e.g., for delivery, invoicing or customer service) pursuant to Art 6(1)(b) GDPR or to fulfil a legal obligation within the meaning of Art. 6(1)(c) GDPR. Furthermore, Seller shall forward such data to third parties (e.g., debt collection agencies) as appropriate for the purpose of enforcing claims in accordance with GDPR.

数据保护：如果且只要制定、履行或终止与买方的合同时需要，则应由卖方收集、储存、处理和使用买方/最终用户的个人数据。只有在法律要求或允许的情况下，或者在买方同意的情况下，才会进一步收集、储存、处理和使用这些个人数据。买方知悉，基于《通用数据保护条例》（GDPR）的规定对买方联系数据的收集、处理和使用是必要的，以便在签订合同之前实施措施并且履行与买方的合同。根据《通用数据保护条例》第6（1）（b）条的规定，如果对于在签订合同前采取措施和履行合同（例如：为了交货、开具发票或客户服务），或者对于履行在《通用数据保护条例》第6（1）（c）条定义范围内的法律义务而言是必需的，则卖方尤其有权将数据转移给第三方。此外，卖方应根据《通用数据保护条例》的规定，为执行索赔的目的而酌情将此类数据转发给第三方（例如：债务追收机构）。