Terms and conditions

General Terms and Conditions UAVspaces B.V.

UAVspaces B.V., a private limited company (hereinafter: UAVspaces), is registered with the Chamber of Commerce under number 74760211 and is located at Marterkoog 7B, 1822 BK in Alkmaar.

Article 1 – Definitions

In these general terms and conditions, the following terms are used in the following meanings, unless explicitly stated otherwise:

Offer: Any written offer to the Buyer for the supply of Products by UAVspaces, to which these conditions are inseparably connected.
Business: The natural or legal person acting in the exercise of a profession or business.
Consumer: The natural person who is not acting in the exercise of a profession or business.
Buyer: The Business or Consumer who enters into a (distance) Agreement with UAVspaces.
UAVspaces: UAVspaces B.V., a private limited company incorporated under Dutch law, based in the Netherlands, and entering into a (distance) Agreement with the Buyer.
Agreement: The purchase agreement (distance) that involves the sale and delivery of Products purchased by the Buyer from UAVspaces.
Products: The Products offered by UAVspaces include drones, gimbals, cameras, and associated accessories.

Article 2 – Applicability

These general terms and conditions apply to every Offer from UAVspaces and every Agreement between UAVspaces and a Buyer and to every Product offered by UAVspaces.
Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, UAVspaces will indicate how the Buyer can view the general terms and conditions, which are published on the UAVspaces website, so that the Buyer can easily store these general terms and conditions on a durable medium.
In exceptional situations, deviations from these general terms and conditions can be made if this has been explicitly agreed in writing with UAVspaces.
These general terms and conditions also apply to additional, amended, and subsequent agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
If one or more provisions of these general terms and conditions are partially or wholly void or destroyed, the remaining provisions of these general terms and conditions will remain in force and the void/annulled provision(s) will be replaced by a provision with the same intent as the original provision.
Any ambiguities about the content, interpretation, or situations that are not regulated in these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
Where these general terms and conditions refer to she/her, this should also be interpreted as a reference to he/him/his, if and to the extent applicable.

Article 3 – The Offer

All offers made by UAVspaces are non-binding, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer is only considered valid if it is in writing.
The Offer made by UAVspaces is non-binding. UAVspaces is only bound to the Offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, UAVspaces has the right to refuse an Agreement with a potential Buyer for any reason it deems justified.
The Offer contains a precise description of the offered Product with corresponding prices. The description is detailed enough to allow the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind UAVspaces. Any images and specific data in the Offer are only indicative and cannot be a reason for any compensation or dissolution of the (distance) Agreement. UAVspaces cannot guarantee that the colors in the image will exactly match the real colors of the Product.
Delivery times and terms stated in UAVspaces’s Offer are indicative and do not entitle the Buyer to dissolution or compensation if exceeded, unless explicitly agreed otherwise.
A composite quotation does not oblige UAVspaces to deliver part of the items included in the Offer at a part of the quoted price.
Offers are only valid while stocks last and according to the first-come, first-served principle.

Article 4 – Conclusion of the Agreement

The Agreement is concluded when the Buyer has accepted an Offer from UAVspaces by paying for the relevant Product.
An Offer can be made by UAVspaces via the website.
If the Buyer has accepted the Offer by entering into an Agreement with UAVspaces, UAVspaces will confirm the Agreement with the Buyer in writing, at least via email.
If the acceptance (on minor points) deviates from the Offer, UAVspaces is not bound to it.
UAVspaces is not bound to an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
The right of withdrawal is excluded for the Buyer being a Business. The Buyer being a Consumer has the right to notify the return shipment within 14 days of receipt. After notification, the Consumer has 14 days to return it. If withdrawal is applicable, the Buyer will handle the Product and the packaging with care. She will only unpack or use the Product to the extent necessary to determine the nature, characteristics, and functioning of the Product. The direct costs of returning the Product are at the expense of the Buyer.

Article 5 – Execution of the Agreement

UAVspaces will execute the Agreement to the best of its knowledge and ability.
If and insofar as proper execution of the Agreement requires, UAVspaces has the right to have certain activities performed by third parties at its discretion.
The Buyer ensures that all information, which UAVspaces indicates is necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, is provided to UAVspaces in a timely manner. If the information required for the execution of the Agreement is not provided to UAVspaces in time, UAVspaces has the right to suspend the execution of the Agreement.
In the execution of the Agreement, UAVspaces is not obliged or held to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for UAVspaces, the Buyer is obliged to reimburse the additional or supplementary costs accordingly.
UAVspaces may, before proceeding to execution of the Agreement, require security from the Buyer, or full advance payment.
UAVspaces is not liable for any damage, of whatever nature, caused by UAVspaces based on incorrect and/or incomplete information provided by the Buyer unless this inaccuracy or incompleteness was known to UAVspaces.
The Buyer indemnifies UAVspaces against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Buyer.

Article 6 – Delivery

If the start, progress, or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information in time, does not cooperate sufficiently, the (advance) payment has not been received on time by UAVspaces, or due to other circumstances beyond the control of UAVspaces, UAVspaces is entitled to a reasonable extension of the delivery period. All agreed delivery periods are never fatal terms. The Buyer must give UAVspaces written notice of default and grant UAVspaces a reasonable period to still be able to deliver. The Buyer has no right to any compensation due to the delay.
The Buyer is obliged to take delivery of the goods at the moment they are made available to her according to the Agreement, even if they are offered earlier or later than agreed.
If the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, UAVspaces is entitled to store the goods at the expense and risk of the Buyer.
Any delivery costs can be charged if the Products are delivered by UAVspaces or the supplier unless otherwise agreed in writing. These costs will be invoiced separately.
If UAVspaces needs information from the Buyer for the execution of the Agreement, the delivery time only starts after the Buyer has made all necessary information available to UAVspaces.
If UAVspaces has given a term for delivery, it is indicative. For delivery outside the Netherlands, longer delivery times apply.
UAVspaces is entitled to deliver the goods in parts, unless this is deviated from by Agreement or the partial delivery does not have an independent value. UAVspaces is entitled to invoice the thus delivered goods separately.
Deliveries are only made if all invoices have been paid unless otherwise agreed in writing. UAVspaces reserves the right to refuse delivery if there is a justified fear of non-payment.

Article 7 – Packaging and Transport

UAVspaces undertakes to pack the items to be delivered properly and to secure them in such a way that they reach their destination in good condition under normal use.
Unless otherwise agreed in writing, all deliveries include sales tax (VAT), packaging, and packaging materials.
Accepting goods without comments on the consignment note or receipt is proof that the packaging was in good condition at the time of delivery.

Article 8 – Investigation, Complaints

The Buyer is obliged to examine the delivered goods at the time of delivery, but in any case, within 14 days after receipt of the delivered goods, but only to the extent necessary to assess whether she will retain the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and the Products meet the requirements that apply to them in normal (commercial) traffic.
The Buyer is obliged to investigate and inform herself about how the Product should be used and, in personal use, test the Product according to the instructions for use. UAVspaces does not acknowledge any liability for incorrect use of the Product by the Buyer.
Any visible defects or shortages must be reported to UAVspaces in writing at [email protected] within 14 days of delivery. Non-visible defects or shortages must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer herself, the Buyer is liable for any depreciation of the Product.
If a complaint is timely submitted according to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this is only possible with prior written consent from UAVspaces and in the manner indicated by UAVspaces.
If the Buyer being a Consumer exercises her right of withdrawal, she will return the Product and all accessories, as far as reasonably possible, in the original condition and packaging to UAVspaces, in accordance with UAVspaces’s return instructions. The direct costs for returns are at the expense and risk of the Buyer.
UAVspaces is entitled to start an investigation into the authenticity and condition of the returned Products before a refund will take place.
Refunds to the Buyer will be processed as soon as possible, but the payment can take up to 14 days after receipt of the Buyer’s declaration of dissolution. Refunds are made to the previously provided account number.
If the Buyer exercises her right of complaint, the Buyer being a Business has no right to suspend her payment obligation nor to set off outstanding invoices.
In case of incomplete delivery and/or if one or more Products are missing, and this is attributable to UAVspaces, UAVspaces will, after a request thereto from the Buyer, send the missing Product(s) or cancel the remaining order. The receipt of the Products is leading in this respect. Any damage suffered by the Buyer due to the (deviating) size of the delivery cannot be recovered from UAVspaces.

Article 9 – Prices

During the validity period of the Offer, the prices of the offered Products will not be increased, except in cases of changes in VAT rates.
The prices mentioned in the Offer are in principle inclusive of VAT unless otherwise agreed.
The prices as stated in the Offer are based on the cost factors applicable at the time of concluding the Agreement such as: import and export duties, freight and unloading costs, insurance, and any levies and taxes.
If there are Products or raw materials for which price fluctuations occur on the financial market and on which UAVspaces has no influence, UAVspaces may offer these Products with variable prices. The Offer states that the prices are target prices and may fluctuate.

Article 10 – Payment and Collection Policy

Payment must preferably be made in advance in the currency in which the invoice is made via the indicated method.
The Buyer cannot derive any rights or expectations from a previously issued budget unless parties have explicitly agreed otherwise.
The Buyer must pay in one go to the account number and details made known to her by UAVspaces. Parties can only agree on a different payment term with the explicit and written consent of UAVspaces.
If a periodic payment obligation of the Buyer has been agreed, UAVspaces is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
In case of liquidation, bankruptcy, seizure, or suspension of payment of the Buyer, the claims of UAVspaces against the Buyer are immediately due and payable.
UAVspaces has the right to have the payments made by the Buyer extend first to the reduction of the costs, then to the reduction of the open interest and finally to the reduction of the principal sum and the current interest. UAVspaces can, without thereby being in default, refuse an offer for payment if the Buyer designates a different sequence for the allocation. UAVspaces can refuse full repayment of the principal if the open and current interest and costs are not also paid.
If the Buyer does not meet her payment obligation and has not met her obligation within the payment term of 14 days set for it, the Buyer being a Business is in default. The Buyer being a Consumer will first receive a written reminder with a term of 14 days after the date of the reminder to still meet her payment obligations, including a statement of the extrajudicial costs if the Consumer does not meet her obligations within that term, before she is in default.
From the date that the Buyer is in default, UAVspaces will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 BW, calculated according to the scale from the decision on compensation for extrajudicial collection costs of July 1, 2012.
If UAVspaces has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. Also, the judicial and execution costs incurred are at the expense of the Buyer.

Article 11 – Retention of Title

All goods delivered by UAVspaces remain the property of UAVspaces until the Buyer has fulfilled all obligations from all Agreements concluded with UAVspaces.
The Buyer is not authorized to pledge or otherwise encumber the goods subject to retention of title if ownership has not yet been fully transferred.
If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform UAVspaces thereof as soon as reasonably may be expected.
For the case that UAVspaces wishes to exercise its ownership rights indicated in this Article, the Buyer already gives unconditional and irrevocable permission and authorization to UAVspaces or third parties to be designated by UAVspaces to enter all those places where the properties of UAVspaces are located and to take back those goods.
UAVspaces has the right to keep the Product(s) purchased by the Buyer if the Buyer has not (fully) fulfilled her payment obligations, despite an obligation to transfer or issue by UAVspaces. After the Buyer has fulfilled her obligations, UAVspaces will make an effort to deliver the purchased Products to the Buyer as soon as possible, but no later than 20 working days.
Costs and other (consequential) damage as a result of keeping the purchased Products will be borne by and at the risk of the Buyer and will be reimbursed by the Buyer on first request to UAVspaces.

Article 12 – Warranty

Any warranty is explicitly agreed upon in writing. Warranties never extend beyond what is explicitly agreed upon. The warranty of delivered Products may differ as the supplier/manufacturer may apply a (longer) term or offer its own repair service. In this case, the Buyer must observe the warranty of the supplier/manufacturer and send the Product to the supplier/manufacturer.
UAVspaces guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability, and/or soundness and the legal rules/regulations existing at the time of the conclusion of the Agreement. This also applies if the items to be delivered are intended for use abroad and the Buyer has explicitly notified UAVspaces in writing of this use at the time of entering into the Agreement.
The warranty period of UAVspaces corresponds to the manufacturer’s warranty period. UAVspaces is never responsible for the ultimate suitability of the Product for each individual application by the Buyer, nor for any advice regarding the use or application of the Product.
The warranty expires as soon as the warranty period has expired, the warranty obligation expires if the Client makes or has made changes to the delivered and/or the delivered to the judgment of UAVspaces has been misused, handled or maintained incorrectly.

Article 13 – Suspension and Dissolution

UAVspaces is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully comply with the (payment) obligations from the Agreement.
Furthermore, UAVspaces is authorized to dissolve the Agreement between her and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer does not comply in a timely manner or properly with the obligations that arise for her from any Agreement concluded with UAVspaces.
Furthermore, UAVspaces is authorized to dissolve the Agreement without prior notice of default if circumstances arise that are of such a nature that compliance with the Agreement is impossible or cannot be required according to standards of reasonableness and fairness or if other circumstances arise that are of such a nature that unaltered maintenance of the Agreement cannot be reasonably expected.
If the Agreement is dissolved, UAVspaces’s claims against the Buyer are immediately due and payable. If UAVspaces suspends the fulfillment of the obligations, she retains her claims from the law and Agreement.
UAVspaces always retains the right to claim compensation.

Article 14 – Limitation of Liability

If the execution of the Agreement by UAVspaces leads to liability of UAVspaces towards the Buyer or third parties, this liability is limited to the costs charged by UAVspaces in connection with the Agreement unless the damage is caused by intent or gross negligence. The liability of UAVspaces is in any case limited to the maximum amount paid out by the insurance company per event per year.
UAVspaces is not liable for consequential damage, indirect damage, lost profit, missed savings, and damage due to business interruption. For Consumers, a limitation applies according to what is permitted under Article 7:24 paragraph 2 BW.
UAVspaces is not liable for damage resulting from or related to the use of the Product. UAVspaces provides strict maintenance and usage instructions that the Buyer must follow. All damage to Products resulting from wear and tear, usage damage, drop damage, light and water damage, theft, loss, etc., is expressly excluded from liability.
UAVspaces is not liable for damage resulting from or related to any action or omission following (incomplete and/or incorrect) information on the website(s) or linked websites.
UAVspaces is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or for the website being unavailable for any reason.
UAVspaces does not guarantee the correct and complete transmission of the content of and by/on behalf of UAVspaces sent email, nor for the timely receipt thereof.
All claims of the Buyer due to shortcomings on the part of UAVspaces lapse if they are not reported in writing and substantiated to UAVspaces within a year after the Buyer was aware or could reasonably have been aware of the facts on which she bases her claims. All claims of the Buyer lapse in any case one year after the termination of the Agreement.

Article 15 – Force Majeure

UAVspaces is not liable if she cannot fulfill her obligations under the Agreement due to a force majeure situation, nor can she be held to fulfill any obligation if she is hindered in doing so as a result of a circumstance that is not attributable to her fault and neither under the law, a legal act, or prevailing opinions in traffic comes to her account.
Force majeure includes in any case, but is not limited to what is understood by law and jurisprudence, (i) force majeure of suppliers of UAVspaces, (ii) the failure to properly fulfill obligations of suppliers that are prescribed or recommended by the Buyer to UAVspaces, (iii) defects in goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in the company of UAVspaces and (xi) other situations that, in the opinion of UAVspaces, fall outside her influence that temporarily or permanently prevent the fulfillment of her obligations.
UAVspaces has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after UAVspaces should have fulfilled her commitment.
Parties can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without an obligation to compensate damage to the other party.
Insofar as UAVspaces has already partially fulfilled her obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, UAVspaces is entitled to separately invoice the already fulfilled or to be fulfilled part. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 16 – Transfer of Risk

The risk of loss or damage to the Products that are the subject of the Agreement passes to the Buyer being a Business at the moment the items leave the warehouse of UAVspaces. For Consumers, the risk referred to above passes to the Buyer when the Products are made available to the Buyer. This is the case when the Products have been delivered to the delivery address of the Buyer.

Article 17 – Intellectual Property Rights

All intellectual property rights and copyrights of UAVspaces are vested exclusively in UAVspaces and are not transferred to the Buyer.
The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties all documents on which the intellectual property rights and copyrights of UAVspaces rest without the express prior written consent of UAVspaces. If the Buyer wishes to make changes to the items delivered by UAVspaces, UAVspaces must explicitly agree to the intended changes.
The Buyer is prohibited from using the Products on which the intellectual property rights of UAVspaces rest other than as agreed in the Agreement.

Article 18 – Privacy, Data Processing, and Security

UAVspaces handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, UAVspaces will inform the person concerned about this.
If UAVspaces must provide information security under the Agreement, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 19 – Complaints

If the Buyer is not satisfied with the Products of UAVspaces and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via [email protected] with the subject “Complaint”.
The complaint must be sufficiently substantiated and/or explained by the Buyer for UAVspaces to handle the complaint.
UAVspaces will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
Parties will try to reach a joint solution.
If a complaint cannot be resolved by mutual agreement, consumers can submit their dispute for mediation via Valued Shops: https://www.valuedshops.com/knowledge-base/consumers/dispute/

Article 20 – Applicable Law

Dutch law applies to every Agreement between UAVspaces and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof is always decisive. UAVspaces has the right to unilaterally amend these general terms and conditions.
All disputes arising from or related to the Agreement between UAVspaces and the Buyer will be settled by the competent court of the Noord-Holland court, Alkmaar location unless mandatory provisions of law lead to the jurisdiction of another court.

Alkmaar, December 3, 2021.