Terms and Conditions
General Terms and Conditions (including information for customers)
- applicability
- Offers, service descriptions
- Ordering process, contract conclusion
- Prices, delivery costs
- Delivery, product availability
- Payment terms
- Retention of title
- Customer account
- Product warranty, guarantee
- Liability
- Storage of the contract itself
- Concluding remarks
1. Applicability
1.1. The business relationship between NIMBUS INNOVATIONS – FZCO | Dubai Silicon Oasis, DDP, Building A1 | Dubai, United Arab Emirates | Registration number: DSO-FZCO-30101 (hereinafter referred to as “Seller”) and the customer (hereinafter referred to as “Customer”) is governed exclusively by the following General Terms and Conditions in their version valid at the time of the order.
1.2. For the purposes of these General Terms and Conditions, a consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity. A business is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of its commercial or independent professional activity.
1.3. Any differing terms and conditions of the customer shall not be recognized unless the seller expressly agrees to their validity.
2. Offers, service descriptions
2.1. The presentation of products in the online shop constitutes an invitation to place an order and is not a legally binding offer. Product descriptions in catalogs or on the seller's website are neither equivalent to a promise nor a guarantee.
2.2. All offers are valid "while stocks last," unless otherwise stated in the respective product description. Errors excepted.
3. Ordering process, conclusion of contract
3.1. The customer can select their desired products from the supplier's range and add them to a virtual shopping cart by clicking the "Add to Cart" button. The customer can then access the shopping cart and modify their selection as desired, for example, by removing a product. Once the customer is satisfied with their selection, they can proceed to the final step of the ordering process by clicking the "Checkout" button.
3.2. By clicking the "Buy Now" button, the customer submits a binding offer to purchase the goods in the shopping cart. Before submitting the order, the customer can view and change the data at any time, return to the shopping cart using their browser's "Back" function, or cancel the order process. Required fields are marked with an asterisk (*).
3.3. The seller will then send the customer an automatic confirmation of receipt by email, which lists the customer's order again and can be printed using the "Print" function (order confirmation). The automatic confirmation of receipt merely documents the receipt of the customer's order by the seller and is not equivalent to acceptance of the order. A binding purchase agreement is only concluded when the seller ships or delivers the ordered product to the customer within 2 days, or confirms the shipment of the ordered product within 2 days by sending a second email, an order confirmation, or an invoice to the customer.
3.4. For customers who are entrepreneurs, the aforementioned period for dispatch, delivery or order confirmation is not two, but seven days.
3.5. If the seller offers the option of prepayment, the contract is concluded when the customer provides their bank details and complies with the payment request. If payment is not received by the seller within 10 calendar days of the order confirmation being sent, despite the due date and a reminder, the seller is entitled to withdraw from the contract, thereby rendering the order invalid and releasing the seller from their delivery obligation. At this point, the order is considered complete without any further consequences for the customer or the seller. Products for which prepayment is offered can therefore be reserved for a maximum of 10 calendar days.
4. Prices, delivery costs
4.1. All prices stated on the seller's website include statutory VAT at the applicable rate.
4.2. There are no delivery costs within the EU or to the UAE.
5. Delivery, product availability
5.1. If the customer chooses prepayment as the payment method, delivery will take place after receipt of the invoice amount.
5.2. The seller is entitled to withdraw from the contract if delivery of the goods fails due to the customer's fault despite three delivery attempts. Any payments already made by the customer will be refunded immediately.
5.3. The seller is entitled to withdraw from the contract if the ordered product is unavailable because the seller, through no fault of their own, is not supplied with the desired product by their supplier. In this case, the seller will inform the customer immediately and, if applicable, offer to supply them with a comparable product. If no comparable products are available or the customer does not wish to be supplied with a comparable product, the seller will promptly refund any payments already received from the customer.
5.4. The customer will be informed of delivery times and delivery restrictions (e.g. delivery to certain countries to the exclusion of others) on a separate website or in the respective product description.
5.5 For customers who are entrepreneurs, the risk of accidental loss or accidental damage to the goods passes to the buyer as soon as the seller has handed the goods over to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment; the stated delivery dates and deadlines are not fixed dates unless otherwise agreed or promised.
5.6 The seller shall not be liable to customers who are businesses for delays in delivery or performance due to force majeure or unforeseen events that significantly impede or render delivery impossible, even if delivery dates and deadlines have been contractually agreed upon. In such cases, the seller is entitled to postpone delivery or performance for the duration of the impediment plus a reasonable start-up period. This right to postpone delivery or performance also applies to customers who are businesses in the event of unforeseen events that affect the operations of a supplier and are beyond the control of either the supplier or the seller. During the period of the impediment, the customer is also released from their contractual obligations, in particular the obligation to pay. If the delay is unreasonable for the customer, the customer may withdraw from the contract by written notice after setting a reasonable deadline or after consulting with the seller.
6. Payment Terms
6.1. The customer is free to choose one of the available payment methods during the ordering process; the selection is made before the order is completed. The customer is informed about the available payment methods on a separate webpage.
6.2. If payment by invoice is selected, payment must be made within 30 days of receiving the goods and the corresponding invoice. For all other payment methods, full payment is required in advance.
6.3. If third-party providers are commissioned to process payments (e.g. PayPal), the general terms and conditions of these providers apply.
6.4. If the payment due date is determined by calendar date, the customer will be in default if the due date is exceeded and will owe the statutory default interest.
6.5. The buyer's obligation to pay default interest does not preclude the seller from asserting other claims for damages due to default.
6.6. The customer has a right of set-off only if their counterclaims have been legally established or acknowledged by the seller. The customer may only assert a right of retention if their claims arise from the same contractual relationship as the seller's claims.
7. Retention of title
The seller retains ownership of the delivered goods until full payment has been received.
For customers who are businesses, the following also applies: The seller retains title to the goods until all claims arising from the ongoing business relationship have been settled in full; the buyer is obligated to treat the purchased goods with care as long as title has not yet passed to them. In particular, they are obligated to insure the goods at their own expense against theft, fire, and water damage for their full replacement value, provided this is reasonable or customary in the industry. If maintenance and inspection work is required, the buyer must carry it out promptly at their own expense. Any processing or transformation of the goods subject to retention of title by the customer is always carried out on behalf of the seller. If the goods subject to retention of title are processed with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other processed items at the time of processing. The same applies to the item created through processing as to the goods subject to retention of title. The customer also assigns the claim as security for claims against the seller arising from the incorporation of the goods subject to retention of title into real property. The customer must immediately notify the seller of any third-party claims against goods owned or co-owned by the seller. The customer shall bear the costs of any third-party objection proceedings or out-of-court release resulting from such claims. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the seller, as security, all claims arising from the resale or any other legal basis relating to the goods subject to retention of title (including all balance claims from current accounts). The seller revocably authorizes the customer to collect the assigned claims on the seller's behalf and in the customer's own name. This authorization to collect may be revoked if the customer fails to meet its payment obligations. The seller undertakes to release the securities to which he is entitled at the customer's request to the extent that their sale value exceeds the sum of all outstanding claims of the seller arising from the business relationship by more than 10% (or, in the case of risk of realization, by more than 50%). The selection of the securities to be released is at the seller's discretion. Upon settlement of all claims of the seller arising from deliveries, title to the goods subject to retention of title and the assigned claims shall pass to the buyer. The selection of the securities to be released is at the seller's discretion.
8. Customer account
8.1. The seller provides customers with a customer account. Within this account, customers can access information about orders stored with the seller and their customer data. The information stored in the customer account is not publicly accessible.
8.2. The customer is obligated to provide truthful information in their customer account and to adjust this information to reflect any changes in circumstances, insofar as this is necessary (e.g., a changed email address in case of a change of address or a changed postal address before placing an order). The customer is liable for any disadvantages arising from incorrect information.
8.3. The customer account may only be used in accordance with applicable legal provisions, in particular the provisions for the protection of third-party rights, and in accordance with the seller's terms and conditions, using the access forms and other technical access options provided by the seller. Any other type of use, in particular by third-party software such as bots or crawlers, is prohibited.
8.4. To the extent that customers store, provide, or otherwise post content or information (hereinafter referred to as "Content") within their customer account, the customers are responsible for this information. The seller does not adopt the customer's Content as its own. However, the seller reserves the right to take appropriate measures depending on the degree of risk of infringement posed by the Content, in particular the risk to third parties. These measures, which must comply with the criteria of necessity, appropriateness, diligence, objectivity, and reasonableness, as well as the interests of all parties involved, especially the fundamental rights of the customers, may include the (partial) deletion of Content, requests for action and explanation, warnings and reprimands, and bans from the premises.
8.5. The customer may terminate their customer account at any time. The seller may terminate the customer account at any time with reasonable notice, which is generally two weeks. Termination must be acceptable to the customer. The seller reserves the right to terminate for extraordinary reasons.
8.6. From the moment of termination, the customer's customer account and the information stored in the customer account will no longer be available. It is the customer's responsibility to back up their data when terminating the customer account.
9. Product Warranty and Guarantee
9.1. The warranty (liability for defects) is governed by the statutory provisions, subject to the following regulations.
9.2. The goods supplied by the seller are only subject to a warranty if the customer has been expressly informed of such a warranty and its conditions before the start of the ordering process.
9.3. If the customer is a business, they must, without prejudice to statutory notification obligations, inspect the goods immediately and notify the seller in writing of any apparent defects immediately, but no later than two weeks after delivery, and of any hidden defects immediately, but no later than two weeks after discovery. Commercially acceptable deviations in quality, weight, size, thickness, width, finish, pattern, and color, as well as minor deviations, do not constitute a defect.
9.4. If the customer is an entrepreneur, he has the choice between rectification or replacement of the defective goods by the seller.
9.5. Notwithstanding the liability provisions of these Terms and Conditions, claims for defects in goods by customers who are businesses expire one year after the transfer of risk, unless the law prescribes longer periods, particularly in the case of special regulations for recourse by businesses. For used goods, the warranty is excluded for customers who are businesses.
9.6. If the customer, who is a business, has incorporated the defective item into another item or connected it to another item in accordance with its intended purpose within the meaning of Section 439 Paragraph 3 of the German Civil Code (BGB), the seller is not obligated, unless expressly agreed otherwise and without prejudice to other warranty obligations, to reimburse the customer for the necessary expenses incurred in removing the defective item and installing or fitting the repaired or delivered non-defective item as part of the supplementary performance. Accordingly, the seller is also not obligated to reimburse expenses incurred in removing the defective item and installing or fitting the repaired or delivered non-defective item as part of a recourse claim by the customer within the supply chain (i.e., between the customer and its customers).
10. Liability
10.1. The following exclusions and limitations of liability in connection with the seller's liability for damages apply irrespective of other statutory requirements for claims.
10.2. The seller is liable without limitation if damage was caused intentionally or through gross negligence.
10.3. The seller is also liable for slight negligence in the breach of essential obligations, the breach of which jeopardizes the achievement of the purpose of the contract, as well as in the breach of obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely. In this case, however, the seller's liability is limited to the foreseeable damage typical for this type of contract. The seller is not liable for slight negligence in the breach of obligations other than those mentioned in the preceding sentences.
10.4. The foregoing limitations of liability do not apply to damages resulting from injury to life, body, or health, to defects discovered only after the assumption of a guarantee for the quality of the product, or to defects fraudulently concealed. Liability under the Product Liability Act remains unaffected.
10.5. To the extent that the seller's liability is excluded or limited, this also applies to the personal liability of employees, representatives and agents.
11. Storage of the contract itself
11.1. The customer can print the contract in the last step of the ordering process (i.e. before submitting his order to the seller) using the print function of his browser.
11.2. The seller will also send the customer an order confirmation with all order details to the email address provided by the customer. Furthermore, the customer will receive a copy of the seller's General Terms and Conditions (including the seller's cancellation policy and information on shipping costs and the seller's shipping and payment terms) with the order confirmation, but no later than upon delivery of the goods. If you have registered in our shop, you can view your orders in your profile. We also save the contract in your profile, but do not make it publicly accessible online.
11.3. Customers who are entrepreneurs can receive the contract documents by email, in writing or by reference to an online source.
12. Concluding Remarks
12.1. If the buyer is a business, the place of performance and jurisdiction shall be the seller's registered office, unless otherwise agreed or required by mandatory legal provisions, provided the buyer is a merchant, a legal entity under public law, or a special fund under public law, or if the buyer has no general place of jurisdiction in the country where the seller's registered office is located. The seller reserves the right to choose another permissible place of jurisdiction.
12.2. For entrepreneurs, the law of the [Federal Republic of Germany / Republic of Austria] applies, excluding the UN Convention on Contracts for the International Sale of Goods, unless mandatory legal provisions stipulate otherwise.
12.3. The contract language is English.
12.4. Consumer platform of the European Commission for online dispute resolution (ODR) : http://ec.europa.eu/consumers/odr/ . We are neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board.