Private limited company UAVspaces B.V. (hereinafter: UAVspaces) is registered with the Chamber of Commerce under number 74760211 and is located at Marterkoog 7b, 1822 BK in Alkmaar. The VAT identification number is NL859935736B01. E-mail is [email protected].

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise:
2. Offering: Any written offer to Buyer to provide Products by UAVspaces to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Copper: The Company or Consumer entering into an Agreement (at a distance) with UAVspaces.
6. UAVspaces: UAVspaces: Private limited company UAVspaces B.V., incorporated under the laws of the Netherlands, having its registered office in the Netherlands and entering into Agreement (at a distance) with Buyer.
7. Agreement: The contract of sale (at a distance) for the sale and delivery of Products purchased by Buyer from UAVspaces.
8. Products: Products offered by UAVspaces are drones, gimbals, cameras and related accessories.

Article 2 - Applicability.

1. These terms and conditions apply to any UAVspaces Offer and any Agreement between UAVspaces and a Buyer and to any Product offered by UAVspaces.
2. Before concluding an Agreement (at a distance), the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, UAVspaces will indicate to the Buyer in what way the Buyer can inspect the general conditions, which are in any case published on the UAVspaces website, so that the Buyer can easily save these general conditions on a durable data carrier.
3. In exceptional situations these general conditions may be deviated from if explicitly agreed upon in writing with UAVspaces.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchase conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions should be assessed and interpreted according to the spirit of these general terms and conditions.
7. Where reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/his, if and to the extent applicable.

Article 3 - The Offer

1. All offers made by UAVspaces are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly mentioned in the Offer. An Offer does not exist until it is made in writing.
2. The Offer made by UAVspaces is without obligation. UAVspaces is only bound to the Offer if the acceptance thereof is confirmed by Buyer in writing within 30 days, or because Buyer has already paid the amount due. Nevertheless, UAVspaces has the right to refuse an Agreement with a potential Buyer for a valid reason for UAVspaces.
3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind UAVspaces. Any pictures and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (at a distance). UAVspaces cannot guarantee that the colors in the image exactly match the real colors of the Product.
4. Delivery times and Deadlines stated in UAVspaces' Offer are indicative and, if exceeded, do not entitle the Buyer to dissolution or damages, unless explicitly agreed otherwise.
5. A composite quotation does not oblige UAVspaces to deliver part of the items included in the offer or Proposal at part of the quoted price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on an as-is basis.

 

Article 4 - Establishment of the Agreement.

1. The Agreement is established when Buyer has accepted an Offer from UAVspaces by paying for the relevant Product.
2. An Offer can be made by UAVspaces through the website.
3. If Buyer has accepted the Offer by entering into an Agreement with UAVspaces, UAVspaces will confirm the Agreement with Buyer in writing, or at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, UAVspaces shall not be bound by it.
5. UAVspaces is not bound by an Offer if Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or slip of the pen.

6. The right of withdrawal is excluded for Buyer being a Business. Buyer being a Consumer has the right to dissolve the agreement without giving reasons for 14 days after receiving the product. Within these 14 days, the Consumer must notify the return shipment. After this notification, the Consumer has another 14 days to actually return the product. The refund will take place within 14 days after the return notification, provided the product has been received or conclusive proof of return has been presented.

   During the reflection period, the Consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep it. Should the product be damaged or the packaging more damaged than necessary to assess the product, depreciation may be charged.

   The direct costs of returning the product shall be borne by the Consumer.

Article 5 - Execution of the Agreement

1. UAVspaces shall perform the Agreement to the best of its knowledge and ability.
2. If and to the extent required for the proper performance of the Agreement, UAVspaces has the right to have certain work performed by third parties at its own discretion.
3. Buyer shall ensure that all data, which UAVspaces indicates are necessary or which Buyer should reasonably understand are necessary for the performance of the Agreement, are provided to UAVspaces in a timely manner. If the data required for the performance of the Agreement have not been provided to UAVspaces in time, UAVspaces has the right to suspend the performance of the Agreement.
4. In performing the Agreement, UAVspaces shall not be obliged or required to follow Buyer's instructions if this changes the content or scope of the Agreement. If the directions result in additional work for UAVspaces, Buyer shall be obliged to pay the additional or additional costs accordingly.
5. UAVspaces may require security from Buyer or full payment in advance before proceeding to execute the Agreement.
6. UAVspaces shall not be liable for any damage, of whatever nature, caused by UAVspaces' reliance on incorrect and/or incomplete information provided by Buyer, unless such incorrectness or incompleteness was known to UAVspaces.
7. Buyer shall indemnify UAVspaces against any claims of third parties, who suffer damage in connection with the performance of the Agreement and which is attributable to Buyer.

Article 6 - Delivery

1. If the commencement, progress or (delivery) of the Agreement is delayed because, for example, Buyer has not or not timely provided all requested information, does not cooperate sufficiently, the (down) payment has not been received by UAVspaces on time, or any delay occurs due to other circumstances beyond UAVspaces' control, UAVspaces is entitled to a reasonable extension of the (delivery) period. All agreed (delivery) dates are never deadlines. Buyer must give written notice of default to UAVspaces and grant it a reasonable period of time to still be able to deliver. The buyer is not entitled to any damages due to the resulting delay.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, UAVspaces is entitled to store the goods at Buyer's expense and risk.
4. Any delivery costs may be charged if the Products are delivered by UAVspaces or the supplier, unless otherwise agreed in writing. These costs will then be invoiced separately.
5. If UAVspaces requires data from Buyer for the performance of the Agreement, the delivery period will not commence until Buyer has provided UAVspaces with all data necessary for performance.
6. If UAVspaces has specified a delivery period, it is indicative. Longer delivery periods apply for delivery outside the Netherlands.
7. UAVspaces is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or the partial delivery does not have independent value. UAVspaces is entitled to invoice the thus delivered goods separately.
8. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. UAVspaces reserves the right to refuse delivery if there are well-founded fears of non-payment.

Article 7 - Packaging and transportation

1. UAVspaces undertakes to Buyer to package the goods to be delivered properly and to secure them in such a way that they will reach their destination in good condition during normal use.
2. Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), packaging and packaging materials.
3. The acceptance of goods without any remarks on the waybill or receipt is considered proof that the packaging was in good condition at the time of delivery.

Article 8 - Examination, complaints

1. The Buyer shall be obliged to inspect the delivered Products or have them inspected at the time of delivery or transfer, but in any event within 14 days of receiving the delivered Products, and only to unpack or use the Products to the extent necessary to judge whether it will keep the Product. In doing so, the Buyer shall examine whether the quality and quantity of the delivered Product corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
2. Buyer is obliged to examine and inform himself in what manner the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. UAVspaces accepts no liability for the wrong use of the Product by Buyer.
3. Any visible defects or shortages must be reported to UAVspaces in writing at [email protected]. Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days after discovery, but at the latest within 6 months after delivery. In case of damage to the Product due to careless handling by Buyer, Buyer is liable for any decrease in value of the Product.
4. If a timely complaint is made pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If Buyer wishes to return defective goods, this shall only take place with the prior written consent of UAVspaces in the manner indicated by UAVspaces.
5. If Buyer being a Consumer uses his right of withdrawal, he shall return the Product and all accessories, as far as reasonably possible, in original condition and packaging to UAVspaces, in accordance with the return instructions of UAVspaces. The direct costs for return shipments are for the account and risk of Buyer.
6. UAVspaces is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer's declaration of cancellation. Refunds will be made via the same payment method Buyer chose at checkout, unless Buyer agrees to something else.
8. If Buyer exercises its right of complaint, Buyer being a Business shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
9. If Buyer being a Consumer exercises his right of withdrawal, he shall return the product with all delivered accessories and - if reasonably possible - in the original condition and packaging to UAVspaces, in accordance with the reasonable and clear instructions provided. Should the product be damaged or the packaging more damaged than necessary to assess the product, UAVspaces may charge a reduction in value.

Article 9 - Prices

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

 

Article 10 - Payment and collection policy.

1. Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated.
2. Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
3. Buyer shall make payment in a lump sum to the account number and details of UAVspaces made known to it. The parties may agree on a different payment term only after explicit and written consent of UAVspaces.
4. If a periodic payment obligation of Buyer has been agreed upon, UAVspaces shall be entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
5. In case of liquidation, bankruptcy, attachment or suspension of payment of Buyer, UAVspaces' claims against Buyer are immediately due and payable.
6. UAVspaces is entitled to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. UAVspaces may, without thereby being in default, refuse an offer of payment if the Buyer indicates a different sequence of attribution. UAVspaces may refuse full payment of the principal sum, if this does not include the interest still due, the current interest and the costs.
7. When the Buyer fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, the Buyer being a Business is in default. The Buyer being a Consumer will first receive a written reminder with a period of 14 days after the date of the reminder to still meet the payment obligation with an indication of the extrajudicial costs if the Consumer does not meet its obligations within that period, before she will be in default.
8. From the date that the Buyer is in default, UAVspaces shall 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 Section 6:96 of the Dutch Civil Code to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
9. If UAVspaces has incurred more or higher costs which are reasonably necessary, these costs are eligible for reimbursement. Judicial and execution costs incurred shall also be borne by Buyer.

Article 11 - Retention of title.

1. All items delivered by UAVspaces, shall remain the property of UAVspaces until Buyer has fulfilled all of the following obligations under all Agreements concluded with UAVspaces.
2. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
3. If third parties seize goods delivered under retention of title or wish to establish or enforce rights to them, Buyer is obliged to notify UAVspaces as soon as may reasonably be expected.
4. In case UAVspaces wishes to exercise its property rights referred to in this Article, Buyer hereby unconditionally and irrevocably consents and authorizes UAVspaces or third parties to be designated by it to enter all those places where the property of UAVspaces is located and to repossess those goods.
5. UAVspaces has the right to retain the Product(s) purchased by Buyer, if Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or surrender from UAVspaces. After Buyer has still fulfilled its obligations, UAVspaces will make every effort to deliver the purchased Products to Buyer as soon as possible, but no later than within 20 working days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products are for the account and risk of Buyer and shall be compensated to UAVspaces by Buyer on demand.

Article 12 - Warranty

1. Any warranty shall be expressly agreed upon in writing. Warranties never extend beyond what has been explicitly agreed. The warranty of delivered Products may differ because the supplier/manufacturer applies a (longer) term or offers its own repair service. In this case, the Buyer must comply with the supplier/manufacturer's warranty and send the Product to the supplier/manufacturer.
2. UAVspaces guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness and the statutory rules/regulations at the time of the realization of the Agreement. This also applies if the goods to be delivered are intended for use abroad and Buyer has explicitly notified UAVspaces of this use in writing at the time of entering into the Agreement.
3. UAVspaces' warranty period corresponds to the manufacturer's warranty period. UAVspaces is never responsible for the ultimate suitability of the Product for each individual application by Buyer, nor for any advice regarding the use on application of the Product.
4. The warranty lapses as soon as the warranty period has expired, the warranty obligation lapses, Client himself makes or causes to be made modifications to the deliverable and/or uses, handles or maintains the deliverable incorrectly in the opinion of UAVspaces.

Article 13 - Suspension and dissolution

1. UAVspaces is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if Buyer does not fulfill or does not fully fulfill the (payment) obligations under the Agreement.
2. Moreover, UAVspaces is authorized to terminate the Agreement existing between it and Buyer, insofar as it has not yet been performed, without judicial intervention, if Buyer does not, does not timely or does not properly fulfill the obligations arising for it from any Agreement concluded with UAVspaces.
3. Furthermore, UAVspaces is authorized to terminate the Agreement or have it terminated without prior notice of default if circumstances arise which are of such a nature that fulfillment of the Agreement can no longer be required or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, the claims of UAVspaces against Buyer shall be immediately due and payable. If UAVspaces suspends fulfillment of its obligations, it shall retain its claims under the law and the Agreement.
5. UAVspaces always retains the right to claim damages.

Article 14 - Limitation of liability

1. If the performance of the Agreement by UAVspaces leads to liability of UAVspaces towards Buyer or third parties, such liability shall be limited to the costs charged by UAVspaces in connection with the Agreement unless the damage was caused by intent or gross negligence. UAVspaces' liability shall in any event be limited to the maximum amount of damages paid by the insurance company per event per year.
2. UAVspaces shall not be liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products delivered is excluded. For Consumer, a limitation applies in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. UAVspaces shall not be liable for and/or obliged to repair damage caused by the use of the Product. UAVspaces provides strict maintenance and usage instructions that must be followed by Buyer. All damage to Products as a result of wearing and use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss etc.).
4. UAVspaces is not liable for any damage which is or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
5. UAVspaces is not responsible for any errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
6. UAVspaces does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of UAVspaces, nor its timely receipt.
7. All claims of Buyer due to shortcomings on the part of UAVspaces shall lapse if they have not been reported to UAVspaces in writing, stating reasons, within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of Buyer shall lapse in any event one year after the termination of the Agreement.

Article 15 - Force majeure

1. UAVspaces is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and is not for its account under the law, legal act or generally accepted practice.
2. Force majeure includes in any case, but is not limited to what is understood in this respect in the law and jurisprudence, (i) force majeure of suppliers of UAVspaces, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by Buyer to UAVspaces, (iii) defectiveness of 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 at UAVspaces' company, and (xi) other situations which, in UAVspaces' judgment, are beyond its control that temporarily or permanently prevent fulfillment of its obligations.
3. UAVspaces has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after UAVspaces should have fulfilled its commitment.
4. The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
5. Insofar UAVspaces has already partially fulfilled its obligations under the Agreement at the time of the commencement of the force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, UAVspaces is entitled to invoice the fulfilled or to be fulfilled part separately. Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 16 - Risk transition

Risk of loss of or damage to the Products that are the subject of the Agreement shall pass to Buyer being a business at the time the items leave UAVspaces' warehouse. For Consumers, the above-mentioned risk shall pass to Buyer if the Products have been given into Buyer's control. This shall be the case if the Products have been delivered to Buyer's delivery address.

Article 17 - Intellectual Property Rights.

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

Article 18 - Privacy, data processing and security

1. UAVspaces will handle (personal) data of Buyer and visitors of the website(s) with care. If requested, UAVspaces will inform the person concerned.
2. If the Agreement requires UAVspaces to provide security of information, such security shall comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the costs involved.

Article 19 - Complaints

1. If Buyer is not satisfied with UAVspaces' Products and/or has complaints about the (performance of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant occasion that led to the complaint. Complaints can be reported via [email protected] with the subject "Complaint".
2. The complaint must be adequately substantiated and/or explained by Buyer in order for UAVspaces to consider the complaint.
3. UAVspaces will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution jointly.
5. It can always happen that something does not go quite as planned. We recommend that you first report complaints to us by emailing us at [email protected]. If this does not lead to a solution, it is possible to submit your dispute for mediation through WebwinkelKeur via https://www.webwinkelkeur.nl/kennisbank/consumenten/geschil.

Article 20 - Applicable law

1. Any Agreement between UAVspaces and Buyer is governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the contents and purport of these general conditions, the Dutch text thereof shall always prevail. UAVspaces has the right to change these general terms and conditions unilaterally.
3. All disputes arising from or as a result of the Agreement between UAVspaces and Buyer shall be settled by the competent court of the District Court of Noord-Holland, location Alkmaar, unless provisions of mandatory law result in the competence of another court.

Alkmaar, December 3, 2021.