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General Terms and Conditions (GTC) concerning the use of the Nexaro online shop

Nexaro GmbH
Mühlenweg 17–37
42275 Wuppertal
Germany
–hereinafter referred to as „NEXARO“–

1 Scope of validity and definitions

  1. At the www.nexaro.com domain, NEXARO operates a website including an online store (hereinafter referred to as the “NEXARO Store”) for the marketing and sale of goods and services (hereinafter also referred to as “products”) to END CUSTOMERS.
  2. „CUSTOMERS“ are entrepreneurs in terms of Section 14 of the BGB (German Civil Code). Accordingly, an entrepreneur is any natural person, legal entity or partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding the contract. The offering from NEXARO is expressly not directed at consumers within the meaning of Section 13 of the BGB.
  3. END CUSTOMERS are entrepreneurs who use the products or services for their own business purposes. The CUSTOMER is prohibited from resale for commercial or business purposes.
  4. These General Terms and Conditions (GTC) apply to the purchase of products by END CUSTOMERS in the NEXARO Store in the version that applies at the time of contract conclusion. Conflicting, deviating or supplementary terms and conditions of the CUSTOMER shall not apply. This also applies if NEXARO does not expressly object to them.
  5. These GTC can be accessed and saved in their currently valid version here.

2 Conditions for the use of a customer account

  1. CUSTOMERS can set up a customer account and use the associated benefits whether they purchase products or not. The registration and use of the customer account are free of charge for the CUSTOMER.
  2. Each CUSTOMER or company is only permitted to have one customer account. Customer accounts are not transferable to third parties.
  3. Advance registration is required for the use of the customer account. By submitting the registration information, the CUSTOMER submits an offer for setting up and using the customer account. NEXARO accepts this offer by providing the customer account. There is no entitlement to acceptance.
  4. The provision of the customer account takes place for an indefinite period and may be terminated by either party at any time. The termination must take place in text form.
  5. Personal data is processed as part of the registration and use of the customer account. Further information about this can be viewed here.

3 Conditions for the purchasing of products

3.1 Creation of the contract

  1. The contractual partner of the CUSTOMER is NEXARO. The CUSTOMER is obliged to provide proof of their entrepreneurial status.
  2. The presentation of products in the NEXARO Store does not yet constitute a binding offer by NEXARO, but invites the CUSTOMER to say whether and which products they wish to order (known as “invitatio ad offerendum”).
  3. The prices shown for the products are net prices, not including any applicable sales tax. The respective costs of delivery and shipping are not included in the purchase price.
  4. The order is placed by clicking on the “Purchase” button and constitutes a binding offer from the CUSTOMER to NEXARO for the conclusion of a contract. Before clicking on the “Purchase” button, the CUSTOMER can check their product selection and correct it if necessary. The contractual basis including these GTC can be accessed and saved before submitting the order. The CUSTOMER is required to agree to these GTC and all declarations and agreements referred to accordingly when placing the order. By agreeing, the CUSTOMER confirms their knowledge of and unrestricted acceptance of the contents of these GTC. Their offer therefore also includes these GTC
  5. NEXARO sells exclusively to END CUSTOMERS in terms of Section 1(2) and (3) of these GTC. By clicking on “Purchase”, the CUSTOMER confirms they are of legal age and entitled by law to conclude contracts for the CUSTOMER and to act as an entrepreneur within the scope of their entrepreneurial activity. NEXARO reserves the right to verify the status of the CUSTOMER as an end customer and, in the case of an advance performance obligation, the creditworthiness of the CUSTOMER, with appropriate measures.
  6. The CUSTOMER receives an email from NEXARO confirming receipt of the order and stating its details (order confirmation). This order confirmation shall only constitute an acceptance of the CUSTOMER offer if the CUSTOMER pays by credit card. In the case of all other payment methods, the contract is concluded with a separate order confirmation, and when the CUSTOMER receives the goods at the latest.
  7. The CUSTOMER is not entitled to conclude a contract. In particular, NEXARO reserves the right not to accept the contract in the event of the lack of end customer status, negative creditworthiness information or the lack of product availability. NEXARO shall inform the CUSTOMER accordingly.
  8. The language of the contract is German or English.

3.2 Delivery areas and delivery

  1. The delivery of the products takes place exclusively within certain delivery areas. A current list of all countries to which delivery takes place is available here. Self-collection is not possible.
  2. Depending on the delivery method and delivery area, the CUSTOMER will be charged fixed shipping and packaging fees for the packaging and delivery of the product (in short, “shipping costs”). The arising shipping costs can be viewed here.
  3. If the delivery is temporarily delayed due to force majeure or other events that are unforeseeable and unavoidable at the time of the contract conclusion, and for which NEXARO is not responsible (e.g. operational disruptions of any kind at NEXARO, at third parties commissioned by NEXARO or at their suppliers, material shortages, epidemics, official orders, etc.), the delivery period shall be extended according to the duration of the force majeure event.
  4. The risk of the accidental loss or accidental deterioration of the goods shall pass to the CUSTOMER as soon as the consignment has been given to the person completing the transport.
  5. The CUSTOMER assures that they provide the correct and complete delivery address with their order. If additional costs are incurred for the delivery due to incorrect address data or circumstances for which the CUSTOMER is responsible, e.g., additional shipping costs, the CUSTOMER shall reimburse these costs. NEXARO shall also be entitled to charge an administrative fee of EUR 25 for the additional workload that results. The CUSTOMER is at liberty to prove that no or significantly lower costs were incurred.

3.3 Payment; default, offsetting and retention

  1. Until the full payment has been made, NEXARO remains the owner of the delivered goods in accordance with Section 3.4. As long as goods delivered by NEXARO have not yet been paid for, the CUSTOMER is obliged to immediately notify NEXARO of any changes to their name or address. If the CUSTOMER fails to do so and NEXARO is forced to investigate the changes, the CUSTOMER shall bear the resulting costs.
  2. Invoices within the EU may be sent by mail or email at the discretion of NEXARO. The CUSTOMER agrees to receive invoices electronically. Electronic invoices are sent to the CUSTOMER by email in PDF format. With purchase on account, the payment is due and payable within 14 days from the date of invoice and the delivery or provision of the product. Upon expiry of the aforementioned payment period, the CUSTOMER shall be in default of payment. During the period of default, interest shall be charged on the purchase price at 9 percentage points above the base interest rate.
  3. If the CUSTOMER is in default of payment, NEXARO is entitled to charge a fixed amount of EUR 7.50 for each reminder. The CUSTOMER is expressly entitled to prove that a lower degree of damage or no damage at all has occurred. NEXARO reserves the right to assert further damage caused by default.
  4. In the event of a failed credit card transaction for which the CUSTOMER is responsible, NEXARO will charge an administrative fee of EUR 25 for the additional expenses incurred insofar as the booking is made with the same or another credit card or another means of payment. The CUSTOMER is at liberty to prove that no or significantly lower costs were incurred.
  5. The CUSTOMER shall only be entitled to rights of offsetting or retention to the extent that their claim is legally established or undisputed. Any rights of the CUSTOMER with regard to defects shall remain unaffected.

3.4 Retention of title

  1. NEXARO retains the title for delivered products (conditional goods) as long as all receivables are fulfilled to which NEXARO is entitled vis-a-vis the CUSTOMER at the time of the conclusion of the contract or in the future, including all balance receivables on the current account. If the CUSTOMER is in breach of the contract, in particular if they are in default with a due payment, NEXARO is entitled to withdraw from the contract after NEXARO has set a reasonable deadline for the performance. If NEXARO takes back the reserved goods, this itself constitutes a withdrawal from the contract. The CUSTOMER shall bear the transport costs incurred for taking back the goods. If NEXARO seizes the conditional goods, this also constitutes a withdrawal from the contract. Goods subject to retention of title that are taken back by NEXARO may be utilized. The proceeds of the utilization shall be offset against the amounts owed by the CUSTOMER after NEXARO has deducted a reasonable amount for the costs of the utilization.
  2. The CUSTOMER must treat the conditional goods with care. The CUSTOMER is required to adequately insure the goods at replacement value against fire, water and theft at its own expense. If maintenance and inspection work is required, the CUSTOMER must carry this out in good time at its own expense.
  3. In the case of seizure of the conditional goods by third parties or other interventions by third parties, the CUSTOMER must refer to the ownership of NEXARO and immediately notify NEXARO in writing so that NEXARO is able to enforce its ownership rights. If the third party is not able to reimburse the judicial or extrajudicial costs incurred by NEXARO in this respect, the CUSTOMER shall be liable for such costs.
  4. Upon the request of the CUSTOMER, NEXARO is obliged to release the collateral to which NEXARO is entitled to the extent that its realizable value exceeds the value of the outstanding receivables vis-a-vis the CUSTOMER by more than 10%. In this respect however, NEXARO is entitled to select the collateral to be released.

3.5 Intended use of the cleaning robots, Nexaro Bundle

  1. The cleaning robots illustrated in the NEXARO Store correspond to the requirements of the markets in the delivery areas. The intended use of the NEXARO robots requires the activation of the robots and the use of the Nexaro HUB for the management and control of the devices, which may lead to additional costs. Further information about the devices and the Nexaro HUB is available on our website nexaro.com.
  2. The connection between Nexaro HUB and the cleaning robot requires a data connection via the mobile network at the place of use of the devices. The cleaning robots have an integrated SIM card, which is designed for the use of the mobile networks in the delivery areas (see Section 3.2.1) for a minimum period of 5 years from delivery in the respective delivery area. During this period, the customer will not incur any separate costs for the data connection via the mobile network. NEXARO reserves the right to deactivate the SIM card after the expiry of this period. In the event of deactivation, NEXARO will inform the customer in advance, provided that the customer has registered the device in the Nexaro HUB.
  3. In the event of the purchase of a Nexaro Bundle product consisting of a cleaning robot and the possibility of using the Nexaro HUB, the conditions for the redeeming of the Nexaro Bundle also apply.

3.6 Guarantee for defects, warranty

  1. NEXARO is liable for defects of quality and defects of title in accordance with the applicable statutory provisions, unless stated otherwise below.
  2. No warranty is provided for conditions that are based on the following circumstances:
    • unsuitable or improper use, incorrect commissioning by the CUSTOMER or third parties, incorrect use or improper maintenance;
    • Operation in areas outside the delivery areas (see Section 3.2.1);
    • the improper repair of the product by the CUSTOMER or by a third party commissioned by them. However, the CUSTOMER shall retain warranty claims and rights if they prove that the above circumstances were not the cause of the damage that occurred.
  3. Within the scope of the warranty, at the discretion of NEXARO, the supplementary performance may consist of the rectification of the defect or the provision of replacement goods.
  4. According to Section 377, German Commercial Code (HGB), the CUSTOMER must immediately inspect the products after their delivery insofar as this is feasible in the ordinary course of business, and immediately notify NEXARO of obvious defects, otherwise warranty claims are excluded. Notice of defects must be given in text form (e.g. by letter, fax or email). The timely dispatch of the notice of defect shall be sufficient for meeting the deadline.
  5. The warranty period for the delivered products is 12 months from the date of delivery of the products.
  6. As a matter of principle, the CUSTOMER does not receive warranties in the legal sense from NEXARO. An additional warranty exists for the goods delivered by NEXARO only insofar as this has been expressly agreed.

3.7 Returns; repair and service information

  1. Repairs that are part of the warranty are free of charge for the CUSTOMER. NEXARO also offers repair services for a fee and the provision of replacement devices upon request.
  2. NEXARO has established a returns process for the handling of returns, which, among others, governs the registration of returns. If the CUSTOMER fails to comply with the specified process for the handling of returns without reason and this leads to additional work and costs, these are payable by the CUSTOMER.

4 Liability

  1. In accordance with the statutory provisions, NEXARO shall be liable without limitation for damages due to injury to life, body or health that are based on an intentional or negligent breach of duty, for other damages that are based on an intentional or grossly negligent breach of duty, and for fraudulent intent. Furthermore, NEXARO shall be liable without limitation for damages determined as liability by the mandatory statutory provisions, such as the Product Liability Act, as well as in the case of the assumption of warranties.
  2. NEXARO shall be liable for damages not covered by Section 4.1 and that are caused by simple or slight negligence only insofar as such negligence concerns the infringement of contractual obligations, the fulfillment of which makes the proper implementation of the contract possible in the first place, and the compliance with which the CUSTOMER may generally rely upon (referred to as cardinal obligations). In this respect, the liability of NEXARO shall be limited to the foreseeable damages typical for the contract.
  3. The limitations according to Section 4.2 shall also apply to the benefit of the legal representatives and vicarious agents of NEXARO.

5 Applicable law and place of jurisdiction

  1. The contractual relationship between NEXARO and the CUSTOMER shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. If the CUSTOMER is a merchant, a legal entity according to public law or a special fund according to public law, the place of performance and place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of NEXARO. This shall also apply in the event that the CUSTOMER, who is an entrepreneur, has no general place of jurisdiction in Germany. However, NEXARO is also entitled to sue the CUSTOMER at its place of business.

Last updated: 22.09.2022