General Terms and Conditions of Blaupunkt Robotics
Smart Life B.V. h.o.d.n Blaupunkt Robotics (hereinafter Blaupunkt) is registered with the Chamber of Commerce under number 68039824 and is located at Fellenoord 39 (5612AA) in Eindhoven.
Article 1 – Definitions
- In these general terms and conditions the following terms are used in the following sense unless expressly stated otherwise:
- Offer: Any written Offer to Buyer to supply Products by Seller to which these terms and conditions are inseparable.
- Company: The natural or legal person acting in the course of a profession or Business.
- Consumer: The natural person not acting in the exercise of a profession or Business.
- Buyer: The Company or Consumer that enters into an Agreement (at a distance) with Seller.
- Agreement: The sales contract (at a distance) for the sale and delivery of Products purchased by the Buyer from Blaupunkt.
- Products: The Products offered by Blaupunkt are electronics with and without mobile application, charging stations and related products in the broadest sense.
- Seller: The provider of Products to the Buyer, hereinafter referred to as Blaupunkt.
Article 2 – Applicability.
- These general terms and conditions apply to every Offer by Blaupunkt and every Agreement between Blaupunkt and a Buyer and to every Product offered by Blaupunkt.
- Before a (distance) contract is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Blaupunkt will indicate to the Buyer the manner in which the Buyer can inspect the general terms and conditions, which are in any case published on Blaupunkt’s website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
- In exceptional situations, these general terms and conditions may be deviated from if explicitly agreed upon in writing with Blaupunkt.
- 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.
- If one or more provisions of these general terms and conditions are partially or entirely 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.
- Uncertainties regarding the content, interpretation or situations not regulated in these general terms and conditions shall be assessed and interpreted in the spirit of these general terms and conditions.
- Where reference is made in these General Terms and Conditions to she/he/him, this shall also be construed as a reference to he/she/his, if and to the extent applicable.
Article 3 – The Offer
- All offers made by Blaupunkt are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer. An Offer does not exist until it is made in writing.
- The offer made by Blaupunkt is without obligation. Blaupunkt is only bound by the Offer if its acceptance is confirmed by the Buyer in writing within 14 days, or by the Buyer having already paid the amount due. Nevertheless, Blaupunkt is entitled to refuse an Agreement with a potential Buyer for a reason justified to Blaupunkt.
- An Offer can be made by Blaupunkt through the website.
- 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 Blaupunkt. Any illustrations and specific data in the Offer are only indicative and cannot be grounds for any compensation or the dissolution of the Agreement (at a distance). Blaupunkt cannot guarantee that the colors in the illustration correspond exactly to the real colors of the Product.
- Delivery times and Deadlines stated in Blaupunkt’s Offer are indicative and, if exceeded, shall not entitle the Buyer to rescission or damages, unless expressly agreed otherwise.
- A composite quotation does not oblige Blaupunkt to deliver part of the Products included in the offer or Offer at part of the quoted price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the ‘on’-principle.
Article 4 – Establishment of the Agreement.
- The Agreement is concluded when the Buyer has accepted an Offer from Blaupunkt by paying for the Product in question.
- If the Buyer has accepted the Offer by entering into an Agreement with Blaupunkt, Blaupunkt will confirm the Agreement with the Buyer in writing.
- If the acceptance deviates (on minor points) from the Offer, Blaupunkt shall not be bound by it.
- Blaupunkt is not bound by an Offer if the Buyer could reasonably have expected or should have understood 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.
- The right of withdrawal is excluded for Buyer being a Business. Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, the Buyer shall 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.
- Products that cannot be returned due to (hygienic reasons, customization, etc.) are excluded from the right of withdrawal. This is explicitly stated in the Offer.
Article 5 – Execution of the Agreement
- Blaupunkt shall perform the Agreement to the best of its knowledge and ability.
- If and insofar as the proper performance of the Agreement so requires, Blaupunkt shall be entitled to have certain work performed by third parties at its own discretion.
- The Buyer shall ensure that all data which Blaupunkt indicates to be necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement are provided to Blaupunkt in good time. If the data required for the performance of the Agreement are not provided to Blaupunkt in good time, Blaupunkt is entitled to suspend the performance of the Agreement.
- In performing the Agreement, Blaupunkt is not obliged or obliged to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the directions result in additional work for Blaupunkt, the Buyer shall be obliged to pay the additional or supplementary costs accordingly.
- Blaupunkt may require security from the Buyer or full payment in advance before proceeding to execute the Agreement.
- Blaupunkt shall not be liable for damage, of whatever nature, caused by Blaupunkt’s reliance on inaccurate and/or incomplete data provided by the Buyer, unless such inaccuracy or incompleteness was known to Blaupunkt.
- The Buyer shall indemnify Blaupunkt against any claims of third parties, who suffer damages in connection with the performance of the Agreement and which are attributable to the Buyer.
Article 6 – Delivery
- If the commencement, progress or (completion) delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided all requested information in due time, does not cooperate sufficiently, the (down) payment has not been received by Blaupunkt in due time or any delay arises due to other circumstances beyond Blaupunkt’s control, Blaupunkt is entitled to a reasonable extension of the (completion) delivery period. All agreed (delivery) dates are never deadlines. The Buyer must give written notice of default to Blaupunkt and grant Blaupunkt a reasonable period of time to still deliver. The Buyer is not entitled to any compensation as a result of the resulting delay.
- The Buyer is obliged to take delivery of the Products at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
- If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Blaupunkt shall be entitled to store the Products at the Buyer’s expense and risk.
- If the Products are delivered by Blaupunkt or an external carrier, Blaupunkt shall, unless otherwise agreed in writing, be entitled to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
- If Blaupunkt requires data from the Buyer in connection with the performance of the Agreement, the delivery period shall commence only after the Buyer has provided Blaupunkt with all the data necessary for performance.
- If Blaupunkt has specified a period for delivery, it is indicative. Longer delivery periods shall apply for delivery outside the Netherlands.
- Blaupunkt is entitled to deliver the Products in parts, unless this is deviated from in the Agreement or the partial delivery has no independent value. Blaupunkt is entitled to invoice the Products thus delivered separately.
- Deliveries shall only be made if all invoices have been paid unless expressly agreed otherwise. Blaupunkt reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 – Packaging and transportation
- Blaupunkt undertakes to the Buyer to package the Products to be delivered properly and to secure them in such a way that they reach their destination in good condition during normal use.
- Unless otherwise agreed in writing, all deliveries shall be inclusive of sales tax (VAT), including packaging and packaging materials.
- Acceptance of Products without notes or comments on the waybill or receipt shall constitute proof that the packaging was in good condition at the time of delivery.
Article 8 – Examination, complaints
- 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 assess 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.
- The Buyer is obliged to examine and inform himself in what manner the Product is to be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Blaupunkt accepts no liability for the Buyer’s misuse of the Product.
- Any visible defects or shortages must be reported to Blaupunkt in writing after delivery at email@example.com. The Buyer has a period of 14 days from delivery for this purpose. Non-visible defects or shortages must be reported within 14 days of discovery but at the latest within 6 months of delivery. If the Product is damaged through careless handling by the Buyer, the Buyer shall be liable for any decrease in value of the Product.
- If, pursuant to the preceding paragraph, a timely complaint is made, the Buyer remains obliged to pay for the Products purchased. If the Buyer wishes to return defective Products, this shall be done only with the prior written consent of Blaupunkt in the manner indicated by Blaupunkt.
- If the Buyer being a Consumer exercises his right of withdrawal, he shall return the Product and all accessories, as far as reasonably possible, in original condition and packaging to Blaupunkt, in accordance with Blaupunkt’s return instructions. The direct costs for return shipments are at the Buyer’s expense and risk.
- Blaupunkt is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
- 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.
- 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.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Blaupunkt, Blaupunkt shall, upon request by the Buyer, either resend the missing Product(s) or cancel the remaining order. The receipt of the Products is leading in this respect. Any loss suffered by the Buyer as a result of the (different) scope of delivery cannot be recovered from Blaupunkt.
Article 9 – Prices
- 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.
- The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
- The prices as mentioned in the Offer are based on the cost factors applicable at the time of the conclusion of 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 there are price fluctuations in the financial market and over which Blaupunkt has no influence, Blaupunkt may offer these Products with variable prices. The Offer shall state that the prices are guide prices and may fluctuate.
Article 10 – Payment and collection policy.
- Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated.
- The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
- The Buyer must make payment in a lump sum to the account number and details of Blaupunkt made known to it. The parties may agree on a different term of payment only with the express written consent of Blaupunkt.
- If a periodic payment obligation of the Buyer has been agreed upon, Blaupunkt shall be entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
- In case of liquidation, bankruptcy, attachment or suspension of payments of the Buyer, Blaupunkt’s claims against the Buyer shall be immediately due and payable.
- Blaupunkt is entitled to apply the payments made by the Buyer first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Blaupunkt may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of allocation. Blaupunkt may refuse full repayment of the principal sum, if this does not include payment of the accrued and current interest as well as the costs.
- If Buyer fails to fulfill its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, 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 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.
- From the date on which the Buyer is in default, Blaupunkt 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 dated July 1, 2012.
- If Blaupunkt has incurred more or higher costs which are reasonably necessary, such costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Buyer.
Article 11 – Retention of title.
- All Products delivered by Blaupunkt, shall remain the property of Blaupunkt until the Buyer has fulfilled all the following obligations under all Agreements concluded with Blaupunkt.
- Buyer is not authorized to pledge or otherwise encumber the Products subject to retention of title if title has not yet been transferred in full.
- If third parties seize the Products delivered under retention of title or wish to establish or assert rights thereon, the Buyer shall be obliged to inform Blaupunkt thereof as soon as may reasonably be expected.
- In the event that Blaupunkt wishes to exercise its property rights referred to in this article, the Buyer hereby unconditionally and irrevocably consents to and authorizes Blaupunkt or third parties to be appointed by Blaupunkt to enter all those places where Blaupunkt’s property is located and to take back those Products.
- Blaupunkt is entitled to retain the Product(s) purchased by the Buyer if the Buyer has not yet fulfilled his payment obligations (in full), notwithstanding an obligation to transfer or surrender by Blaupunkt. After the Buyer has still fulfilled his obligations, Blaupunkt shall endeavor to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
- Costs and other (consequential) damages resulting from the retention of the Products purchased shall be at the Buyer’s expense and risk and shall be reimbursed to Blaupunkt by the Buyer upon first request.
Article 12 – Warranty
- Blaupunkt warrants 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 the Agreement was concluded. This also applies if the Products to be delivered are intended for use abroad and the Buyer has expressly notified Blaupunkt of this use in writing at the time of entering into the Agreement.
- For Companies, there is no warranty of the Products unless otherwise agreed upon.
- Consumers are covered by a 2-year manufacturer’s warranty.
Article 13 – Instructions for use Products
- Buyer of Products shall follow the regulations/manuals and instructions of Blaupunkt.
- Buyer and third parties must refrain from modifying and/or repairing Products themselves.
Article 14 – Repair Products
If the Buyer has defects in the Product, the Buyer has the option to notify Blaupunkt in writing. The Buyer may send in its Product for repair. Defects not covered by the warranty will be charged to the Buyer. In this case, Blaupunkt will make an offer to solve the defects. If the Buyer does not wish to reimburse the costs, the Buyer will only pay the examination costs and shipping costs. Blaupunkt is entitled to engage third parties for this purpose to carry out the repair.
Article 15 – Suspension and dissolution
- Blaupunkt shall be entitled to suspend the fulfillment of its obligations or to rescind the Agreement if the Buyer does not fulfill or does not fully fulfill its (payment) obligations under the Agreement.
- In addition, Blaupunkt is authorized to terminate the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer does not fulfill, in a timely manner or properly, the obligations arising for him from any Agreement concluded with Blaupunkt.
- Furthermore, Blaupunkt shall be entitled to rescind the Agreement or have it rescinded without prior notice of default if circumstances arise which are of such a nature that performance of the Agreement is impossible 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.
- If the Agreement is dissolved, Blaupunkt’s claims against the Buyer are immediately due and payable. If Blaupunkt suspends fulfillment of its obligations, it shall retain its claims under the law and the Agreement.
- Blaupunkt always retains the right to claim damages.
Article 16 – Limitation of liability
- If the performance of the Agreement by Blaupunkt leads to Blaupunkt’s liability towards the Buyer or third parties, such liability shall be limited to the costs charged by Blaupunkt in connection with the Agreement unless the loss has arisen as a result of intent or gross negligence. Blaupunkt’s liability is in any case limited to the maximum amount of damages paid by the insurance company per event per year.
- Blaupunkt 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 Consumers, a limitation applies in accordance with what is permitted under section 7:24 paragraph 2 of the Civil Code.
- Blaupunkt is not liable for and/or obliged to repair damage caused by the use of the Product. Blaupunkt provides strict maintenance and operating instructions which must be complied with by the Buyer. All damage to Products resulting from wearing and use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
- Blaupunkt is not liable for damage that 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.
- Blaupunkt is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
- Blaupunkt is not responsible for the correct and complete transmission of the content of and e-mail sent by/on behalf of Blaupunkt, nor for its timely receipt.
- All claims of the Buyer on account of shortcomings on the part of Blaupunkt shall lapse if they have not been notified to Blaupunkt in writing, giving reasons, within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any event lapse one year after the termination of the Agreement.
Article 17 – Force majeure
- Blaupunkt shall not be liable if, as a result of a force majeure situation, it cannot fulfill its obligations under the Agreement, nor can it be held to fulfill any obligation if it is prevented 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.
- 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 Blaupunkt’s suppliers, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by the Buyer to Blaupunkt, (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: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the Company of Blaupunkt and (xi) other situations which, in the opinion of Blaupunkt, are beyond its control that temporarily or permanently prevent the performance of its obligations.
- Blaupunkt is entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Blaupunkt should have fulfilled its commitment.
- 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 shall be entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
- Insofar as Blaupunkt has already partially fulfilled its obligations under the Agreement at the time of the commencement of force majeure or will be able to fulfil them, and the part fulfilled or to be fulfilled respectively has independent value, Blaupunkt is entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 18 – Risk transition
The risk of loss of or damage to the Products that are the subject of the Contract shall pass to the Buyer being a Company at the time the items leave Blaupunkt’s warehouse. For Consumers, the aforementioned risk shall pass to the Buyer if the Products have been given into the Buyer’s control. This shall be the case if the Products have been delivered to the Buyer’s delivery address.
Article 19 – Intellectual Property Rights.
- All intellectual property rights and copyrights of Blaupunkt belong exclusively to Blaupunkt 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 subject to Blaupunkt’s intellectual property rights and copyrights without Blaupunkt’s express prior written consent. If the Buyer wishes to make changes to items delivered by Blaupunkt, Blaupunkt must give its express consent to the intended changes.
- The Buyer is prohibited from using the Products subject to Blaupunkt’s intellectual property rights other than as agreed in the Agreement.
Article 20 – Privacy, data processing and security
- Blaupunkt will treat the (personal) data of Buyer and visitors of the website(s) with care. If requested, Blaupunkt will inform the person concerned.
- If Blaupunkt is required under the Agreement 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 associated costs.
Article 21 – Complaints
- If the Buyer is not satisfied with Blaupunkt’s Products and/or has complaints about the (performance of the) Agreement, the 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 firstname.lastname@example.org with the subject line “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Buyer for Blaupunkt to consider the complaint.
- Blaupunkt shall respond to the complaint in substance as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
- The parties will try to reach a solution jointly.
Article 22 – Applicable law
- Any agreement between Blaupunkt and the Buyer shall be governed by Dutch law. 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 shall always prevail. Blaupunkt shall be entitled to amend these general terms and conditions unilaterally.
- All disputes arising out of or in connection with the Agreement between Blaupunkt and the Buyer shall be settled by the competent court of the District Court of East Brabant, location Eindhoven unless provisions of mandatory law designate another competent court.
Eindhoven, 22 March 2023