• info@aurair.eu
  • Cloud

General Terms and Conditions Consumers 2021

Definitions

In these General Terms and Conditions the following terms have the following meanings:

1. Consumer: AurAir B.V. , located in Nijmegen, Chamber of Commerce number 72540508.

2. Entrepreneur: the party, not being a consumer, to whom the Entrepreneur makes an offer and/or the party with whom the Entrepreneur concludes an agreement for the delivery of products.

3.Agreement: any agreement that is concluded between Entrepreneur and consumer, any amendment or addition there to, as well as all (legal) acts in preparation for and implementation of that agreement and the associated products and/or services.

4. Distance contract: an agreement that has been reached through a system organized by the entrepreneur, using only techniques for distance communication

5.Product: the item that is the subject of the agreement and all associated services and/or services.

6.In Writing: written notifications are understood to be all notifications made by letter, by fax, by e-mail or via facilities provided for that purpose on the Entrepreneur’s website.

7.Parties: both Entrepreneur and consumer.

Article 1 Applicability

1.1 All agreements between Parties will take place under the applicability of these general terms and conditions, both the offer and its acceptance and on the thus established agreement.

Article 2 The Agreement

2.1 The offer will be valid for one month, unless the offer states otherwise.

2.2 The contract is concluded as soon as the acceptance of the offer has reached the entrepreneur; this acceptance must show that the consumer agrees with the declaration of applicability of these general terms and conditions and that he, if necessary, renounces an applicable declaration of his own general terms and conditions.

2.3 The acceptance of the offer by the consumer is only valid if it occurs within the specified period, unless the entrepreneur explicitly accepts the late acceptance.

2.4 If reservations or changes are made in the acceptance with respect to the offer, contrary to the provisions in the previous paragraph, the agreement will only come into effect if the entrepreneur has notified the consumer that he agrees with these deviations from the offer.

2.5 The entrepreneur may, within the limits of the law, inform himself of the consumer’s ability to meet his payment obligations, as well as of all those facts and factors which are important for the responsible conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good reason not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the implementation.

Article 3 Changes

3.1 Changes to the purchase agreement and deviations from these general terms and conditions of sale will only be effective if they have been agreed in writing between the entrepreneur and consumer.

3.2 If changes lead to an increase or decrease in costs, the resulting change in the purchase price must be in writing between the parties to be agreed.

3.3 In the absence of agreement on the change in the purchase price, there is a dispute between the parties, on which Article 17 of these General Terms and Conditions of sale applies.

Article 4 Quality and description

4.1 The entrepreneur does not guarantee that the products are suitable for the purpose for which the consumer wishes to use them, not even if this purpose has been made known to the entrepreneur, unless the parties have agreed otherwise.

Article 5 Price and payment

5.1 The purchase price includes the price for the goods and the cost of packaging.

5.2 The price to be paid by the consumer will be agreed in advance, unless the parties explicitly agree otherwise. If a non-fixed price is agreed upon, the entrepreneur shall indicate as accurately as possible the factors on which the amount of the price will depend.

5.3 The consumer is obliged to pay the purchase price no later than fourteen (14) days after delivery. He is not authorized to deduct any amount from this purchase price on account of a counterclaim made by him.

5.4 If payment by instalments has been agreed, the consumer must pay in accordance with the instalments and percentages set out in the contract.

5.5 The consumer has the duty to immediately report inaccuracies in payment data provided or mentioned to the entrepreneur.

5.6 If the consumer does not fulfill his payment obligations on time and does not follow up on a notice of default with a term of one (1) week, the entrepreneur is entitled to consider the agreement as dissolved without judicial intervention. In that case, the consumer is liable for the damage suffered by the entrepreneur, consisting, among other things, of loss of profit, transport costs and the costs of the notice of default.

5.7 If the entrepreneur takes extrajudicial measures in the event of default of the consumer, the costs thereof will be borne by the consumer. This concerns the costs over the principal sum in accordance with the Decree for reimbursement of extrajudicial collection costs of 1 July 2012. These extrajudicial costs amount to fifteen percent (15%) of the invoice amount, with a minimum of €250,-.

5.8 The consumer is in default from the expiry of the payment date. The payment date is a fatal deadline.

5.9 After the expiry of the set period, the entrepreneur is entitled to charge the statutory interest rate from the expiry of the payment date, as well as reasonable collection costs and the cost of insurance and storage of the product in question

Article 6 Packaging and shipping

6.1 The Entrepreneur is responsible for properly packaging the products (unless the nature of the products dictates otherwise) and to secure them in such a way that they reach their destination in products condition during normal transport.

6.2 The products will be delivered by the Entrepreneur or sent for delivery to the agreed place or places in the ways as determined in the order or agreed afterwards.

Article 7 Legal right of withdrawal

7.1 The consumer is entitled to the statutory right of withdrawal. The consumer can dissolve an agreement related to the purchase of a product during a reflection period of fourteen (14) days without giving any reason. The entrepreneur may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give their reason(s).

Article 8 Storage

8.1 If, for any reason whatsoever, the consumer is unable to receive the products at the agreed time and they are ready for shipment, the entrepreneur will, if its storage options permit, at the costumer’s request, keep the products, secure and take all reasonable steps to prevent deterioration in quality until they are delivered to the costumer.

8.2 The Consumer is obliged to reimburse the Entrepreneur for the storage costs according to the Entrepreneur’s usual rate and, in the absence thereof, according to the usual rate in the industry, from the time that the products are ready for shipment, or, if that is a later date, from the delivery date agreed in the purchase agreement.

Article 9 Delivery and delivery time

9.1 Delivery takes place by putting the product in the consumer’s possession.

9.2 The entrepreneur will deliver the goods at the time or immediately after the end of the delivery period, which is determined in the agreement. The parties may agree a fixed or probable delivery time. If a delivery period has been agreed, it shall commence on the date on which the entrepreneur has confirmed acceptance.

9.3 If the presumed delivery time is exceeded, the entrepreneur will still be given a certain period of time to deliver. This new delivery time will amount to a maximum of 50% of the expected delivery time, unless the consumer cannot reasonably be held to this new delivery time or the parties agree otherwise.

Article 10 Right to information

10.1 Consumers have a right to information before purchasing smart appliances. The entrepreneur provides sufficient information about smart appliances and thus complies with the legal information obligation on smart appliances.

Article 11 Transfer of ownership and risk

11.1 Subject to the provisions of paragraphs 2 and 4 of this article, the ownership of and risk for the goods shall pass to the consumer upon delivery.

11.2 As long as the Consumer has not paid the full amount of the purchase price plus any additional costs or has not provided security for this, the Entrepreneur retains ownership of the products. In that case, ownership passes to the Consumer as soon as the Consumer has fulfilled all obligations towards the Entrepreneur.

11.3 If there is reasonable doubt on the part of the Entrepreneur about the Consumer’s payment capacity, the Entrepreneur is authorized to delay the delivery of products pursuant to Article 6.2 of these General Terms and Conditions until the Consumer has provided security for payment. The Consumer is liable for the damage suffered by the Entrepreneur as a result of this delayed delivery.

11.4 If the Entrepreneur, at the request of the Consumer, in accordance with the provisions of art. 8 of these General Terms and Conditions, postpones the shipment, the products will remain the property of the Entrepreneur and remain at his risk until the products have been delivered to the Consumer and delivered to the intended place or places indicated in Article 6.2 of these General Terms and Conditions.

Article 12 Force majeure

12.1 The in Article 9 of these General Terms and Conditions referred to delivery term is extended by the period during which the Entrepreneur is prevented from fulfilling his obligations due to force majeure.

12.2 Force majeure on the part of the Entrepreneur occurs if the Entrepreneur is prevented from fulfilling his obligations under this Agreement or the preparation thereof after the conclusion of the purchase Agreement as a result of (civil) war, danger of war, terrorism, riots, acts of war, fire, water damage, flood, strike, business occupation, lockout, import and export barriers, government measures, defects in machinery, failures in the supply of energy, all in the Entrepreneur’s company and third Parties, from whom the Entrepreneur wholly or partially obtains the necessary materials or raw materials, as well as during storage or during transport, whether or not under own management, and furthermore all causes arisen beyond the Entrepreneur’s fault or risk.

12.3 If the delivery is delayed by more than thirty (30) days due to force majeure, both the Entrepreneur and the Consumer are entitled to consider the agreement as terminated. In that case, the Entrepreneur is only entitled to reimbursement of the costs incurred by him.

12.4 If the force majeure occurs while the agreement has already been partially performed, the Consumer, if the remaining delivery is delayed by more than two months due to force majeure, is authorized to either keep the part of the products already delivered and to pay the purchase price owed for it or to consider the agreement to be terminated for the part already performed under the obligation to return what had already been delivered to the Entrepreneur at the expense and risk of the Consumer, if the Consumer can demonstrate that the part of the products already delivered can no longer be used effectively by the Consumer as a result of the non-delivery of the remaining products.

Article 13 Compensation and Liability

13.1 The Entrepreneur is neither contractually nor extra-contractually liable for damage to the Consumer that could be the result of any defects in the products delivered on the basis of or as a result of this Agreement, including related services, except in the case of intent or deliberate recklessness on the part of the Entrepreneur or a statutory director of the Entrepreneur. This also applies to any assistants and subordinates involved by the Entrepreneur in this Agreement or execution thereof.

13.2 The Entrepreneur is in no way liable in the opinion of both Parties (as seen in Article 13.1 of these General Terms and Conditions). Might the judge disagree, alternatively this liability is limited to that which is laid down in this provision.

13.3 If Entrepreneur is liable for direct damage, then the maximum liability is limited to the amount to be paid out by Entrepreneur’s insurers, also to the equivalent of the total amount invoiced, and also to that part of the order which is affected by the liability. The liability of Entrepreneur for direct damage is at all times limited to a maximum of € 10.000,-.

13.4 In contrast to what was laid down in Article 13.3 of these General Terms and Conditions, in the case of orders spread over a timeframe of more than three (3) months, the liability is limited further to the invoiced amount over the last three (3) months.

13.5 Direct damage means exclusively:

a. the reasonable costs to establish the cause and scope of the damage, in so far as this relates to damage in the sense of these conditions;

b. the possible reasonable costs incurred to ensure that the defective product rendered by Entrepreneur comply with the Agreement, unless these are not attributable to Entrepreneur;

c. reasonable costs, incurred to prevent or limit the damage, in so far as the customer that these costs led to limiting the direct damage as referred to in these general conditions.

13.6 Entrepreneur is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage as a result of business stagnation.

13.7 Entrepreneur is never liable for any damage caused in an end user situation by the Entrepreneurs product when any part of the original AurAir hardware or software has been altered, enhanced or extended in any way or form by Consumer before resale to its end-users.

13.8 The limitations of the liability for direct damage contained in these conditions do not apply in case the damage is caused by intent or gross negligence on the part of Entrepreneur or its employees.

Article 14 Dissolution

14.1 Without prejudice to the provisions of Article 5 of these General Terms and Conditions, the purchase Agreement is dissolved without judicial intervention after a written statement at the time when the Consumer is declared bankrupt, applies for a temporary suspension of payments, or a request from the Entrepreneur, a natural person, is granted by the court to declare application of the debt repayment scheme, or through seizure, placing under guardianship or otherwise loses the power of disposal of its assets or parts thereof, unless the trustee or administrator recognizes the obligations arising from this purchase Agreement as an estate debt.

14.2 Due to the dissolution, reciprocal claims become immediately due and payable. The Consumer is liable for damage suffered by the Entrepreneur, including loss of profit and transport costs.

Article 15 Applicable law

15.1 This Agreement is subject to Dutch law. The Vienna Sales Convention (Convention of the United Nations on international sales contracts, Vienna 11 April 1980, Treaty Series 1981, 184 and 1986, 61) does not apply to the Agreement.

Article 16 Applicability of these general terms and conditions

16.1 These General Terms and Conditions apply to all offers and acceptances on the part of the Entrepreneur. Insofar as the Entrepreneur would refer to other conditions in his offer or acceptance, the applicability thereof is explicitly rejected.

Article 17 Disputes

17.1 All disputes that may arise between the Parties, as a result of their Agreement or further Agreements and other acts in connection with this Agreement, such as, but not limited to, wrongful acts, undue payments and unjustified enrichments, will be settled by the Court in Arnhem, except insofar as mandatory rules of competence would prevent this choice.

17.2 A dispute is deemed to exist as soon as one of the Parties so declares.