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General terms and conditions for the supply of air treatment installations

Article 1

Definitions

AIR8 – The private limited company under Spanish law AIR8 TECH International, S.L.

General terms and conditions – These general terms and conditions.

Services – Services referred to in Articles 1583 and following of the Spanish Civil Code.

Mixed Agreement – An agreement whereby Products are given in temporary use and additional Services are provided.

Customer – The counterparty of AIR8 to Agreements or the addressee of an Offer.

Purchase Agreement – contract as referred to in articles 1445 and onwards of the Spanish Civil Code.

Offer – offer to enter into an Agreement.

Agreement – The agreement between AIR8 and the Customer concerning the supply of Products and Services.

Parties – AIR8 and the Customer.

Products – The goods that AIR8 delivers to the customer under a Mixed Agreement or a Sales Agreement.

Article 2

Applicability

  1. The General Terms and Conditions apply to all Offers made by AIR8 and to all Agreements entered into by AIR8 with Customers, to the exclusion of general terms and conditions used by the Customer if and insofar as they conflict with the General Terms and Conditions or the special terms and conditions agreed between AIR8 and the Customer. AIR8 expressly rejects any reference by the customer to its own terms and conditions.

  2. The possible nullity or annulment of part of an Agreement and/or the General Terms and Conditions does not affect the validity of the remaining part of the Agreement and/or the General Terms and Conditions. Instead of the null or annulled part is then agreed what comes closest in a legally permissible manner to what the Parties would have agreed if they had known the nullity or annullability.

Article 3

Nature of the Agreement

  1. AIR8 delivers Products and takes care of their installation, unless agreed otherwise. The price of the transport is always included in the agreed price and will be provided by AIR8 or a third party engaged by AIR8.

  2. Either the ownership of the products is transferred directly to the Customer or the Products are made available to the Customer for a certain period of time. In the first case there is a Purchase Agreement. In the second case there is a Mixed Agreement.

  3. AIR8 only enters into Agreements with Customers acting in the course of a profession or business. AIR8 does not enter into contracts with Consumers and consumer law is therefore not applicable to this agreement.

  4. The Agreement or its execution cannot result in Air8 being or becoming responsible for the air quality in the treated rooms and/or the consequences of the presence of certain particles and/or viruses in the air present in the rooms.

Article 4

Conclusion of the agreement

  1. All Offers of AIR8 are entirely without obligation, unless otherwise stated in writing. Every Offer is based on the performance of the Services and the delivery of the Products under normal circumstances and during normal working hours, unless expressly stipulated otherwise between the Parties.

  2. Offers have a validity of two months, unless a different period for acceptance is included in the offer.

  3. The Customer shall be liable for all damages if the information provided by him contains inaccuracies or ambiguities and he has not immediately informed AIR8 of this in writing.

  4. AIR8 shall make every effort to provide sound advice to the Customer but shall not be liable for any inaccuracies in such advice or any damage that has occurred or may occur as a result.

Article 5

Provisions relating to a Purchase Agreement

  1. The provisions of this article only apply to Purchase Agreements and not to Mixed Agreements.

  2. Subject to the provisions of article 9 below, the transfer of ownership of the Products shall take place at the time of delivery to the Customer’s address. Delivery takes place DAP in accordance with the Incoterms 2020. The costs of transport are included in the purchase price.

  3. Unless expressly agreed otherwise, AIR8 does not provide any Services to the Customer.

Article 6

Provisions on a Mixed Agreement

  1. The provisions of this article only apply to Mixed Agreements and therefore not to Purchase Agreements.

  2. If AIR8 and the Customer enter into a Mixed Agreement with regard to the use of the Products for a certain period, the Customer will acquire ownership of the Products after the end of the agreed period if he has always complied in full and on time with his payment conditions arising from the Agreement. During the agreed period, AIR8 will provide the Services as agreed with the Customer in the special conditions, which may consist of advising on the Products and their installation, the installation of the Products, the maintenance of the Products, the replacement of filters and the like, the de-installation of the Products at the end of an agreed rental period and the transport of the Products to the address designated by the Customer.

  1. AIR8 shall provide these services if they have been expressly agreed in writing. The services form part of the Agreement and are therefore subject to these General Terms and Conditions.

  2. The Customer is obliged to insure the Products for the duration of the agreement against fire, explosion and water damage, as well as against theft, and to make the policies of this insurance available for inspection by AIR8 on first demand. All the customer’s claims against the insurers pursuant to the aforementioned insurance policies will be pledged by the customer to AIR8 as soon as AIR8 notifies of its desire to do so, as additional security for the claims of AIR8 against the customer.

Article 7

Price and Payment

  1. AIR8 shall determine a fee for each Contract separately. The fee is exclusive of VAT. All Offers by AIR8 are subject to price changes. Unless another term of payment has been agreed in writing, payment must be made in euros within thirty days of the invoice date to a bank account to be designated by AIR8. In the event of a Mixed Agreement, AIR8 will charge the Customer the prices for the current periods, as agreed in writing. Unless another payment period has been agreed, AIR8 will invoice these amounts on a monthly basis.

  1. Settlement or deduction from invoices, on whatever grounds, is not permitted. Payment shall first be applied to reduce all costs and interest due and then to reduce the longest outstanding due and payable invoices.

  2. If payment has not been made or has not been made in full within the period specified in this article, the Client shall be in default by operation of law. With effect from the day following the expiry of the term of payment, the Customer will owe AIR8 interest of 2% per month, including parts of a month, on the outstanding amount, without any notice of default being required, without prejudice to the right to statutory (commercial) interest. Parts of a month are considered to be a full month. In the event of late payment, AIR8 is authorized to suspend the work.

  3. All costs incurred as a result of judicial or extrajudicial collection of the claim shall be for the Customer’s account, also insofar as these costs exceed the court order to pay the costs of the proceedings. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed, with a minimum of € 500.00.

  4. AIR8 is at all times entitled to demand payment in advance or adequate security from the Customer for the fulfilment of his obligations. If the customer does not immediately comply with a request to this end from AIR8, the latter is entitled to suspend or terminate its activities.

  5. In the event of the Customer’s bankruptcy, any claim of AIR8 shall be immediately due and payable in full.

Article 8

Delivery, Installation and Acceptance

  1. All periods stated by AIR8 with regard to delivery or installation of Products have been determined to the best of AIR8’s knowledge on the basis of the information known to AIR8 at the time the order was entered into. A period for delivery stated by AIR8 or agreed with AIR8 is not a fatal deadline, unless expressly agreed otherwise in writing. In the event of untimely delivery, AIR8 must therefore be given notice of default by means of a written reminder setting AIR8 a reasonable term for compliance. The Customer is not entitled to any compensation and is not entitled to dissolve the Agreement.

  2. If, due to force majeure, AIR8 is unable to fulfill the Agreement for a period of 2 months after the end of the delivery period, both parties are authorized to dissolve the Agreement without judicial intervention and by registered letter. In this case, there is no obligation for both parties to pay any indemnization.

  3. AIR8 cannot be obliged to commence the execution of the agreed Services until all information, data or goods necessary for this purpose are in its possession. It shall be entitled to commence and/or deliver earlier, unless the Agreement provides otherwise.

  4. The Customer shall provide the necessary electrical connections and what is otherwise required to make the Product function properly, in accordance with AIR8’s instructions.

  5. The Customer will ensure that auxiliary materials such as scaffolding materials, tools, fork-lift truck or aerial work platform are made available up to the required height, in accordance with AIR8’s instructions.

  6. If necessary data, materials or facilities are not available to AIR8, or are not available on time or in accordance with the arrangements, as a result of the Customer’s failure to do so, Products will be deemed to have been delivered and installed on the date of delivery or on the date on which Products were offered to the Customer for delivery. AIR8 is entitled to charge the costs incurred as a result of the default of the customer in accordance with its usual rates.

  7. Transport damage and damage to the Customer’s property as a result of any agreed delivery, installation or return of Products must be reported to AIR8 within 24 hours. AIR8 accepts no liability whatsoever for such damage if the damage is not reported to AIR8 or is reported too late.

Article 9

Retention of title

  1. AIR8 retains title to all Products delivered and to be delivered until all its claims in respect of all Products delivered and to be delivered have been paid in full by the Customer.

  2. If the Customer fails to fulfil his obligations, AIR8 is entitled, at the expense of the Customer, to disassemble the Products belonging to it and/or to take back and/or have them taken back from the place where they are located. the Customer hereby grants unconditional and irrevocable permission to AIR8 or third parties to be appointed by it to enter all those places where AIR8’s property is located and to take back those goods.

  3. The Customer is obliged to insure the Products against fire, explosion and water damage, as well as against theft for the duration of the retention of title and to submit the policies of this insurance to AIR8 for inspection on first demand.

  4. As soon as AIR8 becomes aware that it wishes to do so, the customer will pledge to AIR8 all the customer’s claims against the insurers by virtue of the aforementioned insurances as additional security for AIR8’s claims against the customer.

  5. If third parties seize Products delivered subject to retention of title or wish to establish or assert rights to them, the Customer is obliged to inform AIR8 thereof as soon as can reasonably be expected.

Article 10

Reclamations, and forfeiture of Customer’s rights

  1. Upon delivery of Products, the customer must immediately complain to AIR8 about any visible defects and subsequently confirm this to AIR8 in writing, failing which, any defects are deemed to have arisen during the time that they were made available to the customer when AIR8 took back the Products.

  2. Complaints relating to the execution of the Assignment must be submitted to AIR8 in writing with due speed and well- founded reasons, but no later than eight (8) days after the end of the execution of the Agreement, failing which the Client shall be deemed to have approved the Agreement. If the customer complains, he is obliged to give AIR8 the opportunity to have an inspection carried out. In the absence of a timely complaint, any claim of the customer to AIR8 shall lapse. Legal actions must be brought within one (1) year after the timely complaint on pain of forfeiture.

  3. Products are covered by a 24-month manufacturer’s warranty. The warranty period begins on the day of delivery to the customer,  whether or not this is also the day of the transfer of ownership. If a defect is discovered and a valid claim is received by AIR8 within the warranty period, AIR8 will either repair the product free of charge, use new or refurbished spare parts, replace the product with a new or refurbished product, or arrange for the product to be returned without any shipping charges. AIR8 has the right to choose between repair, replacement or refund. In case of repairs by third parties, there is no claim for reimbursement or compensation for any damage resulting therefrom. A warranty claim shall only exist for defects which occur due to material and manufacturing defects and not due to natural wear and tear. The proper use of the Product in accordance with the operating instructions and safety instructions is an unconditional prerequisite for the warranty services mentioned. Excluded from the guarantee are wearing parts or consumables that are subject to normal wear and tear and consumption as well as damage caused by improper use that does not comply with the operating instructions or safety instructions. Transport damage is also excluded from the warranty, as complaints must be made immediately.

  4. Claims with respect to the performance of the Agreement shall not suspend the payment obligation of the Client with respect to that or other Agreements.

  5. The customer must inform AIR8 in writing of any inaccuracies in invoices from AIR8 within eight days of the invoice date, failing which the customer is deemed to have approved the invoice.

  6. After detection of a shortcoming, the Client is obliged to do all that which prevents or limits damage.

  7. If the Client does not fulfil, does not fulfil properly or does not fulfil on time any obligation, both financial and otherwise, arising for him from the Order concluded with AIR8 or from a related Order, AIR8 shall not be obliged to provide any guarantee – howsoever called – with regard to any of these Orders. If the customer proceeds to make changes, disassembly, repair or other work without the prior written approval of AIR8, any claim under the warranty issued will lapse.

Article 11

Liability

  1. Apart from the provisions in article 10, the Customer does not have any claim against AIR8 on account of defects in or relating to the services provided or Products made available by AIR8 arising from any cause whatsoever, unless there is gross negligence or intent on the part of AIR8. The customer can only hold AIR8 liable for direct damage which is an immediate and direct consequence of a shortcoming attributable to AIR8 in the fulfilment of its obligations arising from the Order.

  2. AIR8 is not liable for indirect damage, including but not limited to trading loss, consequential damage, loss of profit, lost savings and/or stagnation damage and not for damage which could reasonably have been prevented and/or limited by the Customer. Furthermore, liability is subject to the condition that the customer notifies AIR8 of this in writing immediately after discovery of the shortcoming and gives AIR8 a reasonable period of time to remedy the shortcoming.

  3. The results of the application and use of the advice provided by AIR8 depend on many factors outside the influence of AIR8. No guarantees can therefore be given with regard to the advice given and AIR8 is not liable for the direct or indirect consequences of the advice given.

  4. Damage to Products caused by damage or destruction of the Products is at the expense and risk of the Customer. Any liability, both contractual and non-contractual, of AIR8 as well as of its employees, directors, auxiliaries and subordinates is limited to the amount paid out under the insurance to be taken out by AIR8 in the case in question. If and insofar as, for whatever reason, no payment is made under the aforementioned insurance, or if no insurance has been taken out, any liability will be limited to the amount of the invoice value of the Agreement as a result of which or in connection with which damage has been caused, whereby a series of similar and/or interrelated events causing damage are to be regarded as a single event.

  1. The right to compensation shall in any case lapse 12 months after the event or omission from which the damage results directly or indirectly and for which AIR8 is liable, but in any case after five years from the date of the last invoice.

  2. The conditions, exclusions and limitations of liability as stated in these General Terms and Conditions are also stipulated for and on behalf of subordinates of AIR8 and any other persons engaged or used by AIR8 in the context of the formation and execution of the Agreement.

  3. If and insofar as the Customer has insured any risk associated with the Order, it shall be obliged to claim any damage under that insurance and to indemnify AIR8 against claims for recourse by the insurer. The Customer is obliged to indemnify or hold AIR8 harmless in the context of all claims from third parties in connection with or arising from the Order.

  1. The exclusion and/or limitation of liability arising from this article and the corresponding obligation of the Customer to indemnify shall also apply in favour of AIR8’s personnel and other auxiliary persons, who may or may not be involved in the execution of the Assignment under its management, as well as any advisors engaged by AIR8.

Article 12

Force majeure

  1. If AIR8 is prevented from fulfilling the Agreement due to force majeure, it is entitled to suspend the execution of the Order. in that case, the Customer is not entitled to compensation for damage, costs and/or interest.

  2. Force majeure is understood to mean circumstances that prevent AIR8 from fulfilling its obligation in whole or in part and which cannot be attributed to AIR8. This includes, among other things, strikes, fire and other disruptions at AIR8 or its suppliers and transporters, government measures, a general lack of raw materials, breach of contract by a supplier, natural disasters, pandemics, terrorism or mobilization.

  3. If the period in which fulfilment of the obligations by AIR8 is not possible due to force majeure lasts longer than two months, both parties are authorized to dissolve the Agreement without judicial intervention. This shall be done by registered letter without there being any obligation for either party to pay damages.

  4. If AIR8 has already fulfilled part of its obligations or can only fulfil part of its obligations when the force majeure occurs, AIR8 is entitled to invoice the part already delivered or the part which can be delivered separately and the customer is obliged to pay this invoice.

Article 13

Personal data For the execution of the Agreement, as referred to in Article 6 paragraph 1 under b of (EU) Regulation 2016/679, and in order to provide a good service, AIR8 may process personal data, name and contact details of (contact persons of) Customers. AIR8 is the controller. AIR8 can be reached by e-mail via info@air8.tech. AIR8 only shares personal data with third parties with whom it has entered into an agency agreement and only to the extent that this is necessary for the performance of the Agreement. AIR8 retains the data for a maximum period of five years after the expiration of the term of the Agreement. The person whose personal data have been processed has the right to request AIR8 to inspect and rectify or delete the personal data or to restrict the processing concerning him, as well as the right to object to the processing and the right to data transfer. This person also has the right to lodge a complaint with a supervisory authority.

Article 14

Intellectual or industrial property and confidential information

  1. All intellectual property rights that can be exercised with regard to the (manufacturing of the) Offers and Agreements issued by AIR8 and the images, designs, drawings, sketches, models, etc. included therein, and the Products to be delivered by AIR8 shall remain vested in AIR8. In so far as any action by the customer is required for the establishment of these rights, the customer undertakes to cooperate unconditionally.

  2. All documents made available by AIR8 are exclusively intended for the Customer for the purpose for which they have been made available to him and may not be disclosed, reproduced or discussed with third parties by the Customer without prior permission. Third parties also include all persons working in the Customer’s organisation who do not necessarily need to see Products or documents.

  3. The Customer may not remove or alter any trademark, trade name or other intellectual or industrial property rights from Products or materials.

Article 15

Suspension, termination of the Agreement AIR8 is authorised, at its discretion, to suspend the execution of the Agreement in whole or in part or to dissolve the Agreement in whole or in part without notice of default and without judicial intervention by means of a written notification to the customer (without AIR8 being obliged to pay any compensation and without prejudice to any other rights to which it may be entitled, including the right to full compensation) in the event of:

a) suspension of payment or declaration of bankruptcy of the Customer or an application to that effect;

b) partial or total sale or termination of the Customer ‘s business;

c) attachment of the Customer’s business assets or objects intended for the performance of the Agreement;

d) any shortcoming on the part of the Customer in the fulfilment of any obligation under the Agreement.

e) late payment by the Customer as described in article 7 of these General Terms and Conditions.

Article 16

Choice of law and forum The Agreement and its interpretation are governed exclusively by Spanish law, excluding the law of autonomous regions. The courts of Barcelona, excluding any other forum, have the right to rule over any dispute arising over or as a result of the Agreement.

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