General terms and conditions

Private limited company UAVspaces B.V. (hereinafter: UAVspaces) is registered with the Chamber of Commerce under number 74760211 and has its registered office at Marterkoog 7B (1822 BK) in Alkmaar.

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise:
2. Offer: 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 exercise of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Buyer: The Company or Consumer entering into an Agreement (at a distance) with UAVspaces.
6. UAVspaces: Private limited company UAVspaces B.V., incorporated under Dutch law, having its registered office in the Netherlands and entering into (distance) Agreements with the Buyer.
7. Agreement: The purchase agreement (at a distance) that extends to 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 general terms and conditions apply to any Offer by UAVspaces and any Agreement between UAVspaces and a Buyer and to any Product offered by UAVspaces.
2. Before an Agreement is concluded (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 terms and conditions, which are in any case published on the UAVspaces website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
3. In exceptional situations, these general conditions may be deviated from if explicitly agreed in writing with UAVspaces.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or fully void or annulled, the remaining provisions of these general terms and conditions shall remain in force and the void/annulled 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 are to be assessed and explained according to the spirit of these general terms and conditions.
7. Where reference is made in these general terms and conditions to she/him/him, this should also be construed as a reference to he/she/him, if and to the extent applicable.

Article 3 - The Offer

1. All offers made by UAVspaces are non-binding, 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 by Buyer having 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 images 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 colours in the image exactly match the real colours 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 Offer at part of the stated 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 - Conclusion of the Agreement

1. The Agreement comes into effect when Buyer has accepted an Offer from UAVspaces by paying for the relevant Product.
2. An Offer can be made by UAVspaces via 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 is not bound by it.
5. UAVspaces is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. 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 notify the return within 14 days of receipt. After notification, the Consumer has 14 days to return it. If revocation applies, the Buyer will handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and functioning of the Product. The direct costs of returning the Product shall be borne by the Buyer.

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. The Buyer shall ensure that all data, which UAVspaces indicates are necessary or which the Buyer should reasonably understand are necessary for the performance of the Agreement, are provided to UAVspaces on time. 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. When executing 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 instructions 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 the Buyer, unless such incorrectness or incompleteness was known to UAVspaces.
7. Buyer shall indemnify UAVspaces against any claims of third parties, which suffer damage in connection with the performance of the Agreement and which are 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 arises due to other circumstances beyond UAVspaces' control, UAVspaces is entitled to a reasonable extension of the (delivery) period. All agreed (delivery) periods are never deadlines. Buyer must give written notice of default to UAVspaces and grant it a reasonable period 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 accept 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 the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, UAVspaces is entitled to store the goods at the expense and risk of the Buyer.
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 only start after Buyer has provided UAVspaces with all data necessary for the performance.
6. If UAVspaces has stated a term of delivery, it is indicative. Longer delivery periods apply for delivery outside the Netherlands.
7. UAVspaces is entitled to deliver the goods in parts, unless this was 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 explicitly agreed otherwise. UAVspaces reserves the right to refuse delivery if there are well-founded fears of non-payment.

Article 7 - Packaging and transport

1. UAVspaces undertakes towards the Buyer to package the goods to be delivered properly and to secure them in such a way that they 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. Acceptance of goods without notes on the waybill or receipt shall be deemed 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 case within 14 days of receiving the delivered Products, and only to unpack or use the Products to the extent necessary to assess whether it retains 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 which way the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. UAVspaces does not acknowledge any liability for the incorrect use of the Product by Buyer.
3. Any visible defects or shortages must be reported to UAVspaces in writing after delivery at info@koningdrone.nl. Buyer has a period of 14 days after delivery for this purpose. Non-visible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. In case of damage to the Product due to careless handling by the Buyer, the 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 goods purchased. 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 the Buyer.
6. UAVspaces shall be 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 dissolution. Refunds will be made to the account number previously provided.
8. If the Buyer exercises its right of complaint, the Buyer being a Company shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to UAVspaces, UAVspaces will, after a request to that effect by Buyer, either send the missing Product(s) or cancel the remaining order. The receipt of the Products is leading in this respect. Any damage suffered by Buyer as a result of the (deviating) scope of delivery cannot be recovered from UAVspaces.
10. Should the product be damaged or the packaging more damaged than necessary to sell the product, we may pass this depreciation of the product on to you. So please treat the product with care and make sure it is properly packed when you return it.

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 mentioned in the Offer are based on the cost factors applicable at the time the Agreement was concluded, such as: import and export duties, freight and unloading costs, insurance and any levies 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 the 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 via the method indicated.
2. The 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 can only agree a different payment term after explicit and written consent of UAVspaces.
4. If a periodic payment obligation of Buyer has been agreed, UAVspaces shall be entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payments of Buyer, UAVspaces' claims against Buyer will be 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 for payment if the Buyer indicates a different sequence of attribution. UAVspaces may refuse full repayment of the principal sum if this does not include the interest still due, the current interest and the costs.
7. If the Buyer does not 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 from the date of the reminder to still fulfil the payment obligation with an indication of the extrajudicial costs if the Consumer does not fulfil its obligations within that period, before it is 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 are also for the account of the Buyer.

Article 11 - Retention of title

1. All goods delivered by UAVspaces, remain property of UAVspaces until Buyer has fulfilled all the following obligations from all Agreements concluded with UAVspaces.
2. The buyer is not authorised to pledge or otherwise encumber the goods 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, the Buyer is obliged to inform UAVspaces as soon as may reasonably be expected.
4. In case UAVspaces wishes to exercise its property rights indicated in this article, Buyer hereby unconditionally and irrevocably consents and authorises UAVspaces or third parties to be appointed by it to enter all those places where UAVspaces' property is located and to take back these goods.
5. UAVspaces has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or surrender from UAVspaces. After the Buyer has still fulfilled its obligations, UAVspaces shall make every effort to deliver the purchased Product(s) to the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damage resulting from the retention of the purchased Products are for the account and risk of the Buyer and shall be compensated by the Buyer to UAVspaces on demand.

Article 12 - Warranty

1. Any guarantee shall be explicitly agreed in writing. Warranties shall 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 realisation 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 guarantee lapses as soon as the guarantee period has expired, the guarantee obligation lapses, Client himself makes or has adjustments made to the delivered product and/or uses, handles or maintains the delivered product incorrectly in the opinion of UAVspaces.

Article 13 - Suspension and dissolution

1. UAVspaces is entitled to suspend the fulfilment of its obligations or to dissolve the Agreement, if Buyer does not or not fully fulfil its (payment) obligations under the Agreement.
2. Moreover, UAVspaces is authorised to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer does not, does not timely or does not properly fulfil the obligations arising for him from any Agreement concluded with UAVspaces.
3. Furthermore, UAVspaces is authorised to dissolve the Agreement or have it dissolved without prior notice of default if circumstances arise of such a nature that fulfilment 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 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 on Buyer shall be immediately due and payable. If UAVspaces suspends the fulfilment 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 case 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 Section 7:24(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 which must be followed by Buyer. All damage to Products resulting from wearing and use is explicitly 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 action 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 on account of 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 lapse in any case one year after the termination of the Agreement.

Article 15 - Force majeure

1. UAVspaces shall not be liable if it cannot fulfil its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfil any obligation if it is hindered from doing so as a result of a circumstance which is not due to its fault and which is not for its account by virtue of 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 UAVspaces' suppliers, (ii) failure to properly fulfil 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) electricity failure, (vi) failure of internet, data network and telecommunication facilities (for example due to: cyber-crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at UAVspaces' company and (xi) other situations which, in UAVspaces' opinion, are beyond its control that temporarily or permanently prevent fulfilment of its obligations.
3. UAVspaces has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after UAVspaces should have fulfilled its commitment.
4. The parties may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, each of the parties 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 from the Agreement at the time of the commencement of the force majeure or will be able to fulfil them, and independent value can be attributed to the fulfilled respectively to the part to be fulfilled, UAVspaces is entitled to invoice the fulfilled respectively to be fulfilled part separately. The buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 16 - Transfer of risk

The 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 goods leave UAVspaces' warehouse. For Consumers, the above-mentioned risk shall pass to Buyer if the Products have been given into the control of Buyer. This is the case if the Products have been delivered to the delivery address of the Buyer.

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 UAVspaces' explicit prior written consent. If Buyer wishes to make changes to items delivered by UAVspaces, UAVspaces must explicitly approve the intended changes.
3. The 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 treat the (personal) data of Buyer and visitors of the website(s) with care. If requested, UAVspaces will inform the data subject.
2. If UAVspaces is required to provide security of information under the Agreement, 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 associated costs.

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 info@koningdrone.be with the subject "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by Buyer for UAVspaces to be able to deal with the complaint.
3. UAVspaces will respond to the complaint in substance 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. If the Parties cannot come to a joint solution, the Buyer must turn to WebWinkelKeur (webwinkelkeur.nl), which will mediate free of charge. Should Parties still not reach a solution, Buyer has the option to have his complaint handled by WebWinkelKeur appointed independent dispute committee, the decision of which is binding. It is also possible to register your dispute for mediation via WebwinkelKeur via https://www.webwinkelkeur.nl/knowledge base/consumer/dispute.

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 lead to the competence of another court.

Alkmaar, 3 December 2021.