Private limited company Airogroup (hereinafter referred to as: Airogroup) is registered with the Dutch Chamber of Commerce under number 73692026 and is established at Industriestraat 7 (9502EJ), Stadskanaal, the Netherlands.

 

 Article 1 – Definitions 

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

1. Business: The natural or legal person acting in the exercise of a profession or business.
2. Customer: The Business that enters into an (online) Agreement with the Seller.
3. Seller: The supplier of Products to the Customer, hereinafter: Airogroup.
4. Offer: Any Offer made to the Customer to supply Products by the Seller in the form of an agreement or contract, or a quotation.
5. Products: All Products manufactured and sold by Airogroup and related products.
6. Agreement: The (purchase) Agreement concerning the sale and delivery of Products purchased by the Customer from Airogroup.
7. Partner Agreement: The agreement, being a (yearly) contract between the Customer, also referred to as exclusive partner, in which the conditions such as prices, delivery dates, payment terms, and other agreements are recorded.
8. Minimum Purchase Quantity: The minimum amount of Products that the Customer is required to purchase per year, expressed in order value.
9. Credit Limit: The maximum amount, in order value, of Products the Customer is allowed to purchase on credit.

Article 2 – Applicability 

1. These general terms and conditions apply to every Offer from Airogroup and every Agreement between Airogroup and a Customer, and to every Product offered by Airogroup.

2. Before an (online) Agreement is concluded, the Customer will be provided with these general terms and conditions. If this is not reasonably possible, Airogroup will indicate to the Customer how the general terms and conditions can be viewed.

3. The applicability of any (other) general or purchasing conditions of the Customer is expressly rejected. Only the general terms and conditions of Airogroup apply.

4. Deviations from these general terms and conditions are in principle not permitted. In exceptional cases, deviations are possible if expressly and in writing agreed with Airogroup.

5. These general terms and conditions also apply to supplementary, amended, and follow-up Agreements with the Customer.

6. If one or more provisions of these general terms and conditions are wholly or partially void or annulled, the remaining provisions shall remain in full force and effect. The void or annulled provision(s) will be replaced by a provision with a similar purpose to the original provision.

7. Any ambiguities regarding the content, interpretation, or situations not covered by these general terms and conditions shall be assessed and interpreted in the spirit of these general terms and conditions.

 

Article 3 – The Offer

1. All Offers made by Airogroup are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be explicitly stated in the Offer. An Offer may be made verbally or in writing.

2. Airogroup is only bound by the quotation if the Customer confirms acceptance of it in writing within thirty (30) days. Nevertheless, Airogroup reserves the right to refuse to enter into an Agreement with a potential Customer for any reason deemed valid by Airogroup.

3. The Offer contains a description of the Product offered. The description is sufficiently detailed to enable the Customer to properly assess the Offer. Obvious errors or mistakes in the Offer are not binding on Airogroup. Images and specific data in the Offer are for indication purposes only and cannot be grounds for any compensation or dissolution of the Agreement (online or otherwise). Airogroup does not guarantee that the colors shown in images exactly match the actual colors of the Product.

4. Delivery times stated in Airogroup's quotations are indicative and do not entitle the Customer to dissolve the Agreement or claim compensation if exceeded, unless explicitly agreed otherwise.

5. A composite quotation does not oblige Airogroup to deliver part of the items included in the Offer or quotation at a corresponding portion of the stated price.

6. Offers and quotations do not automatically apply to repeat orders. Offers and quotations are only valid while stocks last, and according to the “while supplies last” principle.

7. Airogroup reserves the right to refuse submitted orders or placed orders without stating reasons. Such refusal does not entitle the Customer to compensation or any other form of restitution.

 

Article 4 – Formation of the Agreement

1. The Agreement is concluded at the moment the Customer has accepted an Offer from Airogroup in writing.

2. If the Customer accepts the Offer by concluding an Agreement with Airogroup, Airogroup shall confirm the Agreement with the Customer in writing.

3. If the acceptance deviates (in minor points) from the Offer stated in the quotation or invoice, Airogroup is not bound by it. The Customer must pay the full amount stated in the quotation or invoice, unless the Customer can demonstrate that a different agreement was made.

4. Airogroup is not bound by an Offer if the Customer could reasonably have expected or should have understood, or ought to have understood, that the Offer contained an obvious mistake or clerical error. No rights can be derived from such an error or mistake.

5. Agreements can only be concluded by authorised employees, contractors, or engaged persons of Airogroup who possess a written power of attorney.

6. The right of withdrawal does not apply.

7. If the Customer cancels the placed order or the stated purchase in whole or in part, the Customer must compensate the full amount stated in the Agreement or the Offer.

8. Airogroup is entitled to require a Minimum Purchase Quantity from the Customer.

Article 5 – Obligations of the Customer

1. The Customer shall not make any modifications to the Products or their packaging without prior written consent from Airogroup.

2. The Customer is authorised to resell the Products to business customers within its country of establishment.

3. The Customer is authorised to sell the Products online within its country of establishment, provided that such sales do not cross national borders.

4. The Customer shall ensure that its own business customers do not sell the Products online or physically from a sales location across the Customer’s national borders, without prior written consent from Airogroup.

5. The Customer is solely responsible for verifying and complying with the laws of its country of establishment with regard to the Products.

6. The Customer may only sell the Product under a white-label arrangement with prior written approval from Airogroup.

7. The Customer shall refrain from making any negative statements about Airogroup.

Article 6 – Continuing Agreements

1. A Customer may terminate an Agreement of indefinite duration, which involves regular delivery of Products, only with due observance of a notice period of 180 days and the agreed termination rules.

2. Termination of the above-mentioned Agreement must be carried out by the Customer in the same manner as the Agreement was entered into.

3. A fixed-term Agreement for the regular delivery of Products shall automatically end after the final delivery has taken place.

4. If an Agreement lasts longer than one year, the Customer may terminate the Agreement at any time after one year with a maximum notice period of 90 days, unless such termination prior to the agreed term is not justifiable under principles of reasonableness and fairness.

 

Article 7 – Orders

1. The Customer shall place orders for Products in writing, by email, by phone, or via the website with Airogroup. Unless a Partner Agreement applies, each order must include at least:
● The order dispatch date
● The type of Products being ordered
● The quantity of Products being ordered
● The place of delivery
● The desired delivery date of the Products
● A reference number

2. If Airogroup accepts the Customer’s order, Airogroup will confirm this by email within two working days after receiving the order. If Airogroup does not send a written confirmation of acceptance within the aforementioned period, the order is deemed to have been refused.

3. If the content of the written acceptance referred to in the previous clause deviates from the content of the order form, the Customer will be bound by the content of the written acceptance, unless the Customer notifies Airogroup of the discrepancy within two working days after receipt of the acceptance email.

4. If the Customer exceeds its Credit Limit, Airogroup is entitled to cancel the order or request advance payment.

Article 8 – Minimum Purchase Obligation, Call-Off Orders, and Discounts

1. Airogroup and the Customer may agree that Products are held in stock specifically for the Customer. These arrangements shall be agreed separately.

2. If applicable, the Customer is obligated to meet the Minimum Purchase Quantity. If the Customer does not meet the Minimum Purchase, Airogroup is entitled to invoice the difference between the actual purchase and the Minimum Purchase.

3. If the Minimum Purchase is not met within the current year, Airogroup is entitled to reduce any discounts previously granted, without being liable for any damages.

4. In the event that Airogroup discontinues Products to which the Minimum Purchase applies, Airogroup and the Customer shall enter discussions to amend the Minimum Purchase accordingly to reflect the introduction or withdrawal.

5. The Customer must submit a forecast of purchase quantities per the agreed period to Airogroup.

6. If the Products are not accepted by the Customer after the delivery period has expired, the Products shall be stored at the Customer's expense and risk, and made available to the Customer. Furthermore, Airogroup has the right to sell the Products—after giving notice to the Customer—at the Customer’s expense and without being liable for any damages resulting therefrom.

Article 9 – Tooling Amortisation

1. If an Agreement has been concluded with the Customer regarding tooling amortisation, such Agreement cannot be terminated prematurely.

2. Ownership remains with Airogroup until full compensation as stated in the Agreement or Offer has been paid.

3. The Customer is obligated to carry out all purchases mentioned in the Offer within the term of the Agreement.

4. The Customer is entitled to terminate the Agreement at any time, but must pay all costs for the mould and all purchases listed in the Agreement.

Article 10 – Samples, Models, Examples

If a model, sample, or example has been shown or provided by Airogroup, it is presumed to have been shown or provided for indicative purposes only. The qualities of items to be delivered may deviate from the sample, model, or example unless it has been expressly stated by Airogroup that delivery will conform to the sample, model, or example shown or provided.

Article 11 – Performance of the Agreement

1. Airogroup shall perform the Agreement to the best of its knowledge and ability, and in accordance with the standards of good workmanship.

2. If and insofar as proper performance of the Agreement so requires, Airogroup has the right to have certain activities performed by third parties at its discretion.

3. The Customer shall ensure that all information indicated by Airogroup as necessary, or which the Customer should reasonably understand to be necessary for the performance of the Agreement, is provided to Airogroup in a timely manner. If the necessary data is not provided in time, Airogroup has the right to suspend the execution of the Agreement and/or charge the additional costs arising from the delay in accordance with its usual rates.

4. Before commencing the performance of the Agreement, Airogroup may require security or full prepayment from the Customer.

5. Airogroup is not liable for any damages resulting from reliance on incorrect and/or incomplete data provided by the Customer, unless Airogroup was aware of the inaccuracy or incompleteness.

6. The Customer indemnifies Airogroup against any claims from third parties arising from damages caused in connection with the performance of the Agreement and attributable to the Customer.

Article 12 – Delivery 

1. Delivery shall take place in principle from Airogroup’s production facility or warehouse on an Ex Works basis (Airogroup makes the Products available to the Customer at its warehouse), unless expressly agreed otherwise.

2. If the start, progress, or (partial) delivery of the services is delayed because, for example, the Customer has not supplied all requested information in time, has not cooperated sufficiently, the payment has not been received in time by Airogroup, or due to other circumstances beyond Airogroup’s control, Airogroup is entitled to a reasonable extension of the delivery term. All agreed delivery dates are never final deadlines. The Customer must place Airogroup in default in writing and allow a reasonable period to still perform the delivery. The Customer is not entitled to any compensation due to such delays.

3. The Customer is obliged to accept the Products at the time they are made available under the Agreement, even if they are delivered earlier or later than agreed.

4. If the Customer refuses to accept or fails to provide necessary information or instructions for delivery, Airogroup is entitled to store the goods at the Customer’s expense and risk.

5. If the goods are delivered by Airogroup or an external carrier, Airogroup is entitled—unless agreed otherwise in writing—to charge transportation, insurance, packaging, and shipping costs separately.

6. If delivery and placement inside the Customer's premises has been agreed, this shall be entirely at the Customer's risk, regardless of prior agreements on delivery costs.

7. If Airogroup requires data from the Customer for the execution of the Agreement, the delivery period commences once the Customer has made such data available to Airogroup.

8. Any delivery period stated by Airogroup is indicative. Provided the Product is in stock and shipping is on schedule, Airogroup will deliver within one week to the Customer’s designated address, unless exceptional circumstances delay delivery.

9. Airogroup is entitled to deliver the goods in parts unless otherwise agreed or if partial delivery has no independent value. Airogroup is entitled to invoice such partial deliveries separately.

10. Deliveries shall only take place if all invoices have been paid, unless expressly agreed otherwise.

11. Airogroup reserves the right to refuse delivery if there are well-founded concerns about non-payment.

Article 13 – Packaging and Transport 

1. Airogroup undertakes to package the goods properly and to secure them in such a way that they reach their destination in good condition under normal use.

2. Unless agreed otherwise in writing, all deliveries are exclusive of VAT, but inclusive of packaging and packaging materials (excluding returnable packaging for which a separate deposit may be charged).

3. The acceptance of goods without comments on the consignment note or receipt shall be deemed proof that the packaging was in good condition at the time of delivery.

4. Each Customer is deemed to possess the necessary import and/or payment permits. The absence or withdrawal of such permits does not release the Customer from the obligation to take delivery of the goods as agreed. If the goods are sold uncleared, no right to cancel the order shall arise from this.

5. The risk of damage due to external influences shall always be borne by the Customer.

6. If the Customer agrees that goods will be delivered via direct shipment from abroad, the risk of improper, untimely, or failed delivery lies entirely with the Customer.

 

Article 14 – Import and Export Restrictions

1. The Customer acknowledges that the Products may be subject to import and export control laws in the country of destination. The Customer shall comply with all applicable laws and regulations regarding import and export control.

2. Any restrictions or requirements may vary depending on time and the type of Products.

3. The Customer shall indemnify Airogroup upon first request against any damage and/or loss (including costs, taxes, fines, fees, and levies) suffered by Airogroup as a result of the Customer’s failure to comply with the import and export control regulations.

 

Article 15 – Returnable Packaging

1. The Customer is obligated to return loaned packaging in empty and undamaged condition to the carrier of the Products. If the Customer fails to meet its obligations regarding returnable packaging, all resulting costs shall be borne by the Customer. Such costs include late returns, replacement, repair, or cleaning.

2. The supply of packaging takes place in accordance with the conditions of the Offer. Returnable packaging charged separately does not have to be taken back by Airogroup and will not be credited.

Article 16 – Advice

1. Airogroup may, if commissioned, draw up an advice, plan of approach, design, report, schedule, and/or documentation for the provision of its services. The content of such documents is not binding and is of an advisory nature only; however, Airogroup will observe its duty of care. The Customer independently decides whether to follow the advice.

2. Advice provided by Airogroup, in any form whatsoever, shall never be considered binding advice.

3. At Airogroup's first request, the Customer is obligated to assess the proposals submitted. If Airogroup’s work is delayed because the Customer fails to timely assess a proposal, the Customer shall be solely responsible for any consequences, including delays.

4. Due to the nature of the services, the outcome will at all times depend on external factors that may influence the reports and advice of Airogroup, such as the quality, accuracy, and timely submission of required information and data from the Customer and its staff. The Customer guarantees the quality, accuracy, and timely submission of the required data and information.

5. Prior to commencement of services, the Customer shall inform Airogroup in writing of all circumstances that may be relevant or important, including specific points and priorities that the Customer wishes to be considered.

Article 17 – Inspection and Complaints

1. The Customer must check whether the quality and quantity of the delivered goods comply with the Agreement and meet the standards applicable in normal (commercial) transactions.

2. The Customer is responsible for determining the appropriate use of the Product and testing it in accordance with the instructions. Airogroup accepts no liability for incorrect use by the Customer, nor for any incorrect advice given by the Customer to its own clients.

3. Any visible defects or shortcomings must be reported to Airogroup in writing within 10 days of delivery. Hidden defects or shortcomings must be reported within 30 days of discovery. If the Product is damaged due to improper handling by the Customer, the Customer is liable for any depreciation of the Product.

4. If a complaint is submitted on time in accordance with the above, the Customer remains obligated to take delivery and pay for the goods. In the case of a defect, the Customer will receive, after Airogroup has assessed and approved the defect, a replacement Product or credit note. In the event of a defect in a new Product, the Parties will consult to either return the Product or send a new one.

5. Returns are only accepted if they have been approved by Airogroup and are accompanied by a return number (issued by Airogroup). The return address will be communicated to the Customer after the written notification.

6. If the Customer exercises its right of complaint, it shall not be entitled to suspend payment obligations or to offset outstanding invoices.

7. In case of incomplete delivery and/or missing Products attributable to Airogroup, Airogroup shall, upon request by the Customer, send the missing Product(s) or cancel the remaining order. The delivery confirmation is decisive. The Customer may not claim damages as a result of any discrepancy in delivery quantity.

8. Complaints are not valid if the Customer had incorrect or unrealistic expectations about the Product.

 

Article 18 – Prices

1. During the validity period of the Offer, the prices of the offered Products shall not be increased, except in the event of changes in VAT rates, legislation, price changes from third parties or suppliers engaged by Airogroup, changes in raw material prices, currency fluctuations, import or export duties (both domestic and international), shipping costs, and/or delivery charges. In such cases, Airogroup is entitled to increase the agreed price or fee accordingly and invoice the Customer.

2. Prices stated in the Offer are exclusive of VAT. Shipping, transport, packaging, and administration costs are not included, unless agreed otherwise.

3. If, after the Agreement is concluded but before the agreed date of delivery or completion, price-determining factors such as auxiliary materials, raw materials, components, wages, or other relevant costs change, Airogroup is entitled to adjust the offered price accordingly, provided that at least three months have passed since the Agreement was concluded. This does not affect Airogroup’s right to pass on price increases arising from legislation or regulations at any time.

4. Price increases resulting from supplements and/or changes to the Agreement are for the account of the Customer.

5. Airogroup will issue the Customer with an itemised invoice based on the Agreement, the placed order, or the stated purchase.

Article 19 – Payment and Collection Policy

1. Payment must be made within 30 days after delivery, unless agreed otherwise, in the currency invoiced. Any objections to the amount of the invoice must be reported within 48 hours of the invoice date, but do not suspend the payment obligation.

2. The Customer cannot derive any rights from a budget provided in advance, unless explicitly agreed otherwise.

3. The Customer must make payment in one instalment to the bank account and details provided by Airogroup. Unless otherwise agreed, the Customer may only make payment arrangements on credit after explicit written approval from Airogroup.

4. If agreed, an advance payment must be made before Airogroup starts providing services.

5. In the event of liquidation, bankruptcy, seizure, or suspension of payment on the part of the Customer, Airogroup’s claims against the Customer shall become immediately due and payable.

6. Airogroup is entitled to allocate payments made by the Customer first to costs, then to accrued interest, and finally to the principal sum and current interest. Airogroup may refuse an offer of payment if the Customer designates a different allocation order. Airogroup may refuse full repayment of the principal amount if the accrued and current interest and costs are not also paid.

7. If the Customer fails to meet its payment obligations, it is in default. Airogroup will also report this to its credit insurer.

8. From the date of default, Airogroup is entitled—without further notice—to statutory (commercial) interest from the first day of default until full payment, as well as compensation for extrajudicial collection costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the graduated scale of the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten) of 1 July 2012.

9. If Airogroup has incurred higher or additional costs which were reasonably necessary, these costs are also eligible for reimbursement. All legal and enforcement costs are borne by the Customer.

10. If the conditions for intra-community delivery are met, no VAT will be charged. If the Customer provides an incorrect or invalid VAT number, Airogroup reserves the right to charge VAT retroactively and to report potential fraud to the tax authorities in the delivery country.

Article 20 – Retention of Title

1. All Products delivered by Airogroup remain the property of Airogroup until the Customer has fulfilled all obligations arising from all Agreements concluded with Airogroup.

2. The Customer is not authorised to pledge or otherwise encumber the Products subject to retention of title.

3. If third parties seize the Products delivered under retention of title, or seek to establish or assert rights over them, the Customer must inform Airogroup as soon as can reasonably be expected.

4. The Customer is obliged to insure and keep insured the Products delivered under retention of title against fire, explosion, water damage, and theft, and to provide the policy to Airogroup upon first request.

5. In the event Airogroup wishes to exercise its ownership rights as specified in this article, the Customer hereby grants unconditional and irrevocable permission to Airogroup and/or third parties designated by Airogroup to enter all locations where Airogroup's property is situated and to retrieve such Products.

6. Airogroup is entitled to retain possession of Products purchased by the Customer if the Customer has not yet (fully) met its payment obligations, despite a legal duty to transfer or deliver the Products. Once the Customer has fulfilled its obligations, Airogroup will deliver the Products as soon as possible, but no later than within 20 working days.

7. Costs and other (consequential) damages resulting from Airogroup’s retention of the purchased Products are for the account and risk of the Customer and shall be reimbursed to Airogroup upon first request.

Article 21 – Warranty

1. Unless otherwise agreed, Airogroup offers a 24-month warranty from the date of delivery. Airogroup guarantees that the Products conform to the Agreement, the specifications listed in the Offer, usability and/or soundness, and legal standards/regulations in effect at the time of conclusion of the Agreement. This also applies if the Products are intended for use abroad and the Customer has expressly informed Airogroup of this in writing at the time of concluding the Agreement.

2. Any warranty other than that stated in paragraph 1 must be expressly agreed upon in writing. Product warranties never extend beyond what is provided by the manufacturer or what has been explicitly agreed. In the event of a conflict, the manufacturer’s warranty shall prevail. Airogroup is only responsible for possessing the product characteristics that the Customer could reasonably expect.

3. Airogroup will carry out the work in accordance with applicable industry standards. If a warranty is provided, it is limited to what has been expressly and in writing agreed and only to the extent that the warranty has been received from the suppliers. During the warranty period, Airogroup guarantees the sound and customary quality of the delivered Product(s).

4. The Customer may only invoke the warranty provided by Airogroup if all payment obligations have been fulfilled.

5. If the Customer correctly invokes an agreed warranty, Airogroup is obliged to carry out repairs or replacements free of charge. If there is additional damage, this will be governed by the applicable liability provisions of these general terms and conditions.

6. The warranty becomes void if:
(i) the warranty period has expired or the obligation ceases to apply;
(ii) the Customer is in default toward Airogroup;
(iii) the Customer has carried out repair, assembly and/or maintenance work, or has had such work carried out by third parties;
(iv) the Products have been exposed to abnormal conditions or used in contradiction with the instructions for use;
(v) there is excessive wear and tear or wear resulting from exceptional use;
(vi) specific warranty conditions for commercial use have been agreed with the Customer. These special warranty conditions take precedence over the present general terms and conditions.

Article 22 – Suspension and Dissolution

1. Airogroup is entitled to suspend performance of its obligations or to dissolve the Agreement if the Customer does not, or does not fully, comply with its (payment) obligations under the Agreement.

2. In addition, Airogroup is entitled to dissolve any Agreement(s) entered into with the Customer, to the extent not yet performed, without judicial intervention, if the Customer fails to meet its obligations from any Agreement with Airogroup in a timely or proper manner, or in the event of the Customer’s bankruptcy, suspension of payments, business closure or liquidation.

3. Furthermore, Airogroup may dissolve the Agreement without prior notice if circumstances arise that make fulfilment of the Agreement impossible or can no longer reasonably be expected according to standards of reasonableness and fairness, or if other circumstances arise that make continued execution of the Agreement unacceptable.

4. If the Agreement is dissolved, all claims by Airogroup against the Customer become immediately due and payable. If Airogroup suspends the fulfilment of its obligations, it retains all legal and contractual rights.

5. Airogroup always reserves the right to claim damages.

Article 23 – Limitation of Liability

1. If the performance of the Agreement by Airogroup results in liability toward the Customer or third parties, this liability is limited to the amount charged in connection with the Agreement, up to a maximum of the order value. In all cases, the liability is limited to the amount paid out by the insurance company per event per year.

2. Airogroup shall not be liable for consequential damage, indirect damage, business damage, loss of profit and/or loss suffered, lost savings, business interruption losses, and damage arising from the use of Products delivered by Airogroup.

3. Airogroup shall not be liable for damage resulting from any act or omission based on (incomplete and/or inaccurate) information on the Website(s) or linked websites.

4. Airogroup is not responsible for errors and/or irregularities in the functionality of the Website and is not liable for any interruption or unavailability of the Website for any reason.

5. Airogroup does not guarantee the correct and complete transmission of the content of emails sent by or on behalf of Airogroup, nor timely receipt thereof.

6. Airogroup explicitly rejects all liability and claims from Customers and third parties who have suffered (bodily) harm through use of the Products. The Products offered by Airogroup must only be used in accordance with the manufacturer’s instructions. In case of doubt, the Customer and/or user must contact Airogroup.

7. All claims from the Customer arising from shortcomings on the part of Airogroup lapse if not reported in writing and with justification to Airogroup within six months of the moment when the Customer knew or reasonably should have known the facts on which the claims are based.

Article 24 – Transfer of Risk

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Customer at the moment the goods leave Airogroup’s production facility or warehouse. The risk is also deemed to have transferred to the Customer when the goods are placed under the control of the Customer and/or third parties.

Article 25 – Force Majeure

1.  Airogroup is not liable if it cannot fulfil its obligations under the Agreement due to force majeure, nor can it be obliged to meet any obligation if it is hindered due to circumstances beyond its control and which are not attributable to it under the law, a legal act, or generally accepted practice.

2.  Force majeure includes (but is not limited to) what is defined in legislation and jurisprudence, and includes: (i) force majeure on the part of Airogroup’s suppliers, (ii) failure by suppliers recommended or required by the Customer, (iii) defects in goods, equipment, software, or materials from third parties,
(iv) government measures, (v) power outages, (vi) disruptions in internet, data, or telecommunication facilities (e.g., cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes within Airogroup’s organisation,  (xi) pandemics, and (xii) other circumstances deemed beyond Airogroup’s control that prevent the fulfilment of its obligations temporarily or permanently.

3.  Airogroup has the right to invoke force majeure even if the circumstances that prevent (further) fulfilment occur after it should have fulfilled its obligations.

4.  During the period of force majeure, Parties may suspend their obligations under the Agreement. If this period lasts longer than two months, either party may dissolve the Agreement without obligation to compensate the other party for damages.

5.  If Airogroup has partially fulfilled its obligations under the Agreement at the time the force majeure commenced, or will be able to do so, and the part performed or to be performed has independent value, Airogroup is entitled to invoice that part separately. The Customer must pay this invoice as if it concerned a separate Agreement.

Article 26 – Intellectual Property Rights

1. All intellectual property rights (IP rights) and copyrights belonging to Airogroup remain exclusively the property of Airogroup and are not transferred to the Customer unless otherwise agreed.

2. The Customer is prohibited from publishing and/or reproducing, modifying, or making available to third parties any materials covered by Airogroup’s IP rights or copyrights without the express prior written permission of Airogroup. If the Customer wishes to modify any materials delivered by Airogroup, explicit approval for the intended modifications must be obtained from Airogroup.

3. The Customer is prohibited from using the Products covered by Airogroup’s intellectual property rights in any manner other than as agreed in the Agreement.

Article 27 – Product Usage Instructions

1. The Customer must comply with all instructions and guidelines issued by Airogroup regarding the use of its Products.

2. The Customer must store the Products with care. If applicable, the Products must be kept in their original packaging. The lid must always be kept closed.

3. In the event of an allergic reaction, the Customer must immediately discontinue use and contact a general practitioner or dermatologist.

4. In the case of contact with the eyes, the Product must be rinsed out immediately with water.

5. The Products must be kept out of reach of young children.

6. Airogroup explicitly disclaims all liability and claims from the Customer and/or third parties who suffer (physical) damage from the use of the Products. The Products must be used exclusively and strictly in accordance with the instructions for use.

 

Article 28 – Confidentiality

1. Airogroup and the Customer are mutually obliged to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the nature of the assignment or from circumstances in which confidentiality may reasonably be expected.

2. If Airogroup is required by law or a court ruling to disclose confidential information to a third party designated by law or the competent court, and Airogroup cannot invoke a legal or recognised right of non-disclosure, Airogroup shall not be liable for any damages and the Customer shall not be entitled to dissolve the Agreement.

3. The obligation of confidentiality also applies to third parties engaged by Airogroup and the Customer.

Article 29 – Privacy, Data Processing and Security

1. Airogroup handles the (personal) data of the Customer and Users of the Website(s) with care and shall only use such data in accordance with its privacy statement. Upon request, Airogroup shall inform the data subject accordingly. Questions about the processing of personal data or for further information may be submitted to Airogroup in writing.

2. If Airogroup is required to provide data security under the Agreement, the security measures shall meet the agreed specifications and offer a security level that, taking into account the current state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 30 – Complaints

1. If the Customer is dissatisfied with the service or Products of Airogroup, or otherwise has complaints about the purchase agreement, the Customer must report such complaints as soon as possible, but no later than 10 days after the event that gave rise to the complaint. Complaints must be submitted in writing with the subject line “Complaint”.

2. The complaint must be sufficiently substantiated and/or explained by the Customer for Airogroup to handle the complaint.

3. Airogroup will respond to the complaint as soon as possible, but no later than 21 working days after receipt of the complaint.

4. The Parties will endeavour to reach a solution together.

Article 31 – Applicable Law

1. All Agreements between Airogroup and the Customer are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

2. In the event of a dispute about the content and interpretation of these general terms and conditions, the Dutch text shall always prevail. Airogroup reserves the right to unilaterally amend these general terms and conditions.

3. All disputes arising from or related to the Agreement between Airogroup and the Customer shall be submitted to the competent court of the District Court of Midden-Nederland (Central Netherlands), unless mandatory legal provisions assign jurisdiction to another court.