General terms and conditions

Table of contents

Article 1 – Definitions
Article 2 – Identity of the Entrepreneur
Article 3 – Applicability
Article 4 – The Offer
Article 5 – The Agreement
Article 6 – Right of Withdrawal
Article 7 – Costs and Reimbursement in the Event of Withdrawal
Article 8 – Exclusion of the Right of Withdrawal
Article 9 – The Price
Article 10 – Conformity and Warranty
Article 11 – Delivery and Performance
Article 12 – Continuing Performance Agreements: Duration, Termination and Renewal
Article 13 – Payment
Article 14 – Complaints Procedure
Article 15 – Disputes and Applicable Law
Article 16 – Additional or Deviating Provisions

Article 1 - Definitions

In these General Terms and Conditions, the following definitions apply: Cooling-off Period: the period within which the Consumer may exercise their Right of Withdrawal. Consumer: the natural person who is not acting in the exercise of a profession or business and who enters into a Distance Agreement with the Entrepreneur. Day: calendar day. Continuing Performance Agreement: a Distance Agreement relating to a series of Products and/or Services for which the delivery and/or purchase obligation is spread over a period of time. Durable Medium: any tool that enables the Consumer or Entrepreneur to store information addressed personally to them in a manner that allows future consultation and unchanged reproduction of the stored information. Right of Withdrawal: the Consumer’s right to terminate the Distance Agreement within the Cooling-off Period without giving any reason. Model Withdrawal Form: the statutory model form by which the Consumer can inform the Entrepreneur that they are exercising their Right of Withdrawal. Entrepreneur: Ziemi Services B.V., the natural or legal person offering Products and/or Services remotely to Consumers. Distance Agreement: an agreement concluded between the Entrepreneur and the Consumer as part of an organised distance sales or service-provision system, whereby one or more means of distance communication are used exclusively or partly up to and including the conclusion of the Agreement. Means of Distance Communication: a means that can be used to conclude an Agreement without the Consumer and Entrepreneur being physically present in the same place at the same time. General Terms and Conditions: these General Terms and Conditions of the Entrepreneur. Tommi: a Product within the Entrepreneur’s range that is comparable to the standard Ziemi bicycle lighting and performs the same safety function, but has a specific technical battery characteristic: if the battery becomes fully discharged, it may no longer be rechargeable. This technical characteristic and the associated instructions for use are clearly communicated to the Consumer before the Agreement is concluded.

Article 2 - Identity of the entrepreneur

Ziemi Services B.V., established at Overtoom 60, 1054 HK Amsterdam, the Netherlands. Telephone number: +31 6 39782730. Email address: [email protected]. Chamber of Commerce number: 81030533. VAT identification number: NL861897365B01.

Article 3 - Applicability

These General Terms and Conditions apply to every offer made by the Entrepreneur and to every Distance Agreement concluded between the Entrepreneur and the Consumer. Before the Agreement is concluded, the text of these General Terms and Conditions will be made available to the Consumer. In the case of an electronic Agreement, the General Terms and Conditions will be made available electronically in a manner that enables the Consumer to easily store them on a Durable Medium. If this is not reasonably possible, the Consumer will be informed, before the Agreement is concluded, where the General Terms and Conditions can be consulted and that they will be sent to the Consumer free of charge upon request. If specific Product or Service conditions apply in addition to these General Terms and Conditions, those conditions shall apply alongside these General Terms and Conditions. If provisions conflict with one another, the Consumer may rely on the provision that provides them with the greatest protection, unless mandatory law provides otherwise. If one or more provisions of these General Terms and Conditions are wholly or partially void, voidable or otherwise invalid, the remaining provisions shall remain in force. The relevant provision shall, insofar as possible and permitted, be replaced by a valid provision that corresponds as closely as possible in content and purpose to the original provision. Mandatory statutory rights of the Consumer cannot be restricted or excluded by these General Terms and Conditions.

Article 4 - The offer

If an offer has a limited period of validity or is made subject to certain conditions, this will be clearly stated in the offer. The offer contains a complete and sufficiently accurate description of the Products and/or Services offered, enabling the Consumer to properly assess the offer. Images provide as accurate a representation as possible of the Products offered, although minor deviations, for example in colour representation due to screen settings, may occur. Obvious mistakes, typographical errors and obvious pricing or input errors are not binding on the Entrepreneur if it is clear, or should reasonably be clear, to the Consumer that an error has occurred. Where applicable, the offer states, among other things, the total price including VAT, any additional costs, shipping costs, payment options, delivery conditions, the Right of Withdrawal and any exceptions thereto. If a Product has a particular technical characteristic, a deviating property or a relevant limitation, this will be clearly and comprehensibly communicated to the Consumer before the Agreement is concluded. In the case of Tommi, it will be clearly stated in particular that the battery may no longer be rechargeable if it becomes fully discharged and that timely charging is necessary for normal use. If Tommi is offered at a reduced price because of a previously disclosed cosmetic or functional characteristic that differs from the standard Product, the reason for that price reduction will be clearly communicated to the Consumer before the Agreement is concluded. Insofar as explicit and separate acceptance by the Consumer is legally required for the assessment of a deviating characteristic, the Entrepreneur will request such acceptance from the Consumer before the Agreement is concluded.

Article 5 - The agreement

The Agreement is concluded at the moment the Consumer accepts the Entrepreneur’s offer and complies with the conditions attached thereto, unless the offer expressly provides otherwise. If the Consumer accepts the offer electronically, the Entrepreneur will confirm receipt of the order or acceptance electronically. If the Agreement is concluded electronically, the Entrepreneur will take appropriate technical and organisational measures to secure the electronic transfer of data and, insofar as electronic payment is offered, will provide appropriate security measures. Within the limits permitted by law, the Entrepreneur may investigate whether the Consumer is able to meet their payment obligations and may, where objectively justified grounds exist, refuse an order or attach reasonable conditions to its performance. No later than upon delivery, insofar as this information has not already been provided before the Agreement was concluded, the Consumer will receive the information required by law concerning, among other things, the identity and contact details of the Entrepreneur, the Right of Withdrawal, warranties, complaint handling and other relevant contractual conditions, in a manner that allows the Consumer to retain such information.

Article 6 - Right of withdrawal

When purchasing Products, Ziemi offers the Consumer a 30-day Cooling-off Period without requiring the Consumer to provide any reason. This period commences on the day after the Consumer, or a third party designated in advance by the Consumer who is not the carrier, has received the Product. If a single order consists of several Products that are delivered separately, the Cooling-off Period commences on the day after the final Product has been received, insofar as required by law. During the Cooling-off Period, the Consumer may inspect and assess the Product to the extent necessary to establish its nature, characteristics and functioning. In doing so, the Consumer must handle the Product and its packaging with due care. To exercise the Right of Withdrawal, the Consumer must unequivocally inform the Entrepreneur within the Cooling-off Period that they wish to withdraw from the Agreement. This may be done, among other methods, by email, using the Model Withdrawal Form or through the online withdrawal or cancellation function offered by Ziemi. Use of the Model Withdrawal Form or online function is not mandatory if the Consumer withdraws in another valid and unequivocal manner. If the Consumer uses the online withdrawal function, the Entrepreneur will provide electronic confirmation of the withdrawal in accordance with statutory requirements. After the Consumer has withdrawn from the Agreement, they must return or hand over the Product to the Entrepreneur no later than 14 days thereafter, unless the Entrepreneur has offered to collect the Product. The Consumer must be able to demonstrate, if requested, that the Product was returned on time. Before the Agreement is concluded, Ziemi informs the Consumer of the existence and method of use of the online withdrawal function and keeps this function available throughout the applicable Cooling-off Period in accordance with statutory requirements.

Article 7 - Costs in case of withdrawal

If the Consumer exercises their Right of Withdrawal, the direct costs of returning the Product are borne by the Consumer, provided that the Entrepreneur clearly informed the Consumer of this before the Agreement was concluded. If the Entrepreneur has not correctly informed the Consumer of these costs, they shall be borne by the Entrepreneur insofar as required by law. In the event of full withdrawal from the Agreement, the Entrepreneur will reimburse all payments received from the Consumer, including the cost of the least expensive standard delivery method offered by the Entrepreneur. If the Consumer expressly selected a more expensive delivery method than the least expensive standard delivery method, the Entrepreneur is not required to reimburse the resulting additional costs. In the event of partial withdrawal from an order, the original delivery costs will only be reimbursed insofar as the Consumer is legally entitled to such reimbursement. Reimbursement will take place without undue delay and no later than 14 days after receipt of the withdrawal notification. In the case of the sale of Products, the Entrepreneur may withhold reimbursement until the Product has been received or until the Consumer demonstrates that the Product has been returned, whichever occurs first. The Entrepreneur will use the same means of payment for the reimbursement as the Consumer used for the original payment, unless the Consumer expressly agrees to another method of reimbursement. No costs will be charged for the reimbursement. The Consumer is only liable for any reduction in the value of the Product resulting from handling the Product beyond what is necessary to establish its nature, characteristics and functioning. The Consumer is not liable for any reduction in value if the Entrepreneur failed to provide the legally required information concerning the Right of Withdrawal.

Article 8 - Exclusion of the right of withdrawal

The Right of Withdrawal may only be excluded in cases where the law permits such exclusion and, where required by law, if the Consumer has been clearly informed thereof before the Agreement is concluded. This may include, among other things, Products manufactured according to the Consumer’s specifications that are not prefabricated and are manufactured on the basis of an individual choice or decision by the Consumer, Products that are clearly intended for a specific person, Products that deteriorate rapidly or have a limited shelf life, sealed Products that are unsuitable for return for reasons of health protection or hygiene where the seal has been broken after delivery, and other exceptions designated by law. For Services and digital content, the Right of Withdrawal may only lapse or be excluded if the applicable statutory requirements have been met, including, where required, the Consumer’s prior express consent and declaration. A particular technical characteristic of Tommi does not in itself constitute an exclusion of the Right of Withdrawal. If the Right of Withdrawal applies to the purchase of Tommi, the Consumer may exercise that right within the applicable Cooling-off Period.

Article 9 - The price

The prices stated in the offer include VAT and other taxes applicable to the Consumer, unless the nature of the offer clearly and lawfully dictates otherwise. Any additional costs, including shipping costs, will be clearly communicated to the Consumer before the Agreement is concluded. During the period of validity stated in the offer, the prices offered will not be increased, except for price changes resulting from changes in taxes or other statutory regulations, insofar as permitted by law. Products or Services whose prices depend on fluctuations in a financial market over which the Entrepreneur has no influence may, insofar as legally permitted, be offered at variable prices. Obvious pricing, printing, typographical or input errors are not binding on the Entrepreneur if it is clear, or should reasonably be clear, to the Consumer that an error has occurred.

Article 10 - Conformity and warranty

The Entrepreneur warrants that the Products and/or Services supplied conform to the Agreement and possess the characteristics that the Consumer may reasonably expect on the basis of the Agreement, the offer, the nature of the Product and applicable law. Any commercial warranty provided by Ziemi, a manufacturer or an importer does not affect the Consumer’s statutory rights. During the statutory period, the Consumer is entitled to a Product that conforms to the Agreement. Statutory warranty therefore does not necessarily have a fixed warranty period; the relevant circumstances, including the nature of the Product and what the Consumer may reasonably expect from it, are decisive. The Consumer must notify the Entrepreneur of a discovered defect within a reasonable period after discovery. Notification within two months after discovery will in any event be considered timely. If a Product does not conform to the Agreement, the Consumer has the rights granted by law, including, depending on the circumstances, free repair or replacement and, where the statutory requirements are met, a price reduction or termination of the Agreement. Damage or defects demonstrably caused by improper use, external damage, failure to comply with clear instructions for use or unauthorised modifications by the Consumer do not fall under the Entrepreneur’s responsibility insofar as the defect was actually caused by such circumstances. In the case of Tommi, the Consumer is clearly informed before purchase of the specific technical characteristic of the battery whereby full discharge may result in the battery no longer being rechargeable. The Consumer is also clearly informed of the need to charge the Product in a timely manner and of relevant warning signals, including, where applicable, a flashing red light. Insofar as the law requires a deviation from normally expected characteristics to be separately and expressly accepted, such acceptance will be requested before the Agreement is concluded, separately from these General Terms and Conditions. The mere inclusion of this characteristic in these General Terms and Conditions does not restrict the Consumer’s statutory conformity rights. If, before the Agreement is concluded, the Consumer has been specifically and correctly informed of this characteristic and has, insofar as required by law, expressly and separately accepted it, this agreed characteristic will be taken into account when assessing whether Tommi conforms to the Agreement. If damage or failure is demonstrably caused by the Consumer allowing Tommi to become fully discharged contrary to clear instructions for use provided in advance, this may affect the Consumer’s entitlement to free repair or replacement. This does not affect the Consumer’s mandatory statutory rights. If Tommi fails to conform to the Agreement for another reason, the Consumer’s normal statutory rights apply. Replacement with a different type of Product, such as Ziemi, will only take place if the Consumer agrees to this.

Article 11 - Delivery and performance

The Entrepreneur will exercise the greatest possible care when receiving and fulfilling orders. The place of delivery is the delivery address provided by the Consumer. The Entrepreneur will fulfil accepted orders with due speed and no later than within 30 days, unless another delivery period has been agreed. If delivery is delayed or an order cannot be fulfilled or can only be partially fulfilled, the Consumer will be informed as soon as possible. If the Entrepreneur does not deliver within the agreed or legally applicable period, the Consumer may, where required by law, grant the Entrepreneur a reasonable additional period for delivery. If delivery is not made within that additional period, the Consumer may terminate the Agreement, except in cases where immediate termination is permitted by law. Following a valid termination, amounts already paid will be reimbursed without undue delay. If an ordered Product is unavailable, the Entrepreneur may offer a replacement Product. The Consumer is not obliged to accept this offer. An ordered Product will not be replaced with a materially different Product without the Consumer’s consent. In the case of Tommi, this means that a different type of Product, such as Ziemi, will only be supplied as a replacement if the Consumer agrees to this. If no suitable replacement is available and the Consumer is entitled to reimbursement, the amount of the purchase price due will be reimbursed. The risk of damage to or loss of a Product remains with the Entrepreneur until the Product has been received by the Consumer or by a third party designated by the Consumer who is not the carrier, subject to the exceptions provided by law.

Article 12 - Duration, termination, and renewal of long-term contracts

An Agreement entered into for an indefinite period and relating to the regular supply of Products and/or Services may be terminated by the Consumer at any time in accordance with the agreed termination rules and subject to a notice period of no more than one month. An Agreement entered into for a fixed period may be terminated by the Consumer at the end of the agreed term subject to a notice period of no more than one month, insofar as applicable by law. The Consumer may not be unreasonably restricted to terminating the Agreement at a particular time or during a particular period and must be able to terminate the Agreement at least in the same manner in which it was entered into, insofar as required by law. A fixed-term Agreement relating to the regular supply of Products and/or Services will not be tacitly renewed for a new fixed term where prohibited by law. Tacit continuation for an indefinite period is permitted only if the Consumer may terminate the continued Agreement at any time subject to a notice period of no more than one month, subject to statutory exceptions. Special statutory rules concerning renewal and termination apply to daily newspapers, news publications, weekly newspapers and magazines. A trial or introductory subscription to such publications will automatically end after the agreed trial period where required by law. If an Agreement has an original duration of more than one year, the Consumer may terminate it at any time after one year subject to a notice period of no more than one month, unless reasonableness and fairness, in the specific circumstances, oppose termination before the end of the agreed term.

Article 13 - Payment

The Consumer must pay the amounts due in accordance with the payment method and payment period communicated to them during the ordering process and before the Agreement is concluded. The Entrepreneur may only require advance payment from the Consumer insofar as permitted by law. The Consumer is obliged to notify the Entrepreneur as soon as possible of any inaccuracies in the payment details provided or stated. If the Consumer fails to meet a payment obligation on time, the Consumer will, insofar as required by law, first be given the opportunity to make payment within the statutory period. Only after the statutory requirements regarding default and extrajudicial collection costs have been met may the Entrepreneur charge statutory interest and/or legally permitted extrajudicial collection costs. The Entrepreneur will not charge costs that are prohibited under mandatory consumer law.

Article 14 - Complaints procedure

The Entrepreneur maintains a complaints procedure and handles complaints in accordance with this procedure and applicable law. Complaints concerning the performance of the Agreement must be submitted to the Entrepreneur fully and clearly described within a reasonable period after the Consumer discovers the problem. Notification within two months after discovery will in any event be considered timely. The Entrepreneur will in principle respond to submitted complaints within 14 days of receipt. If a complaint requires a longer processing period, the Consumer will receive an acknowledgement of receipt within this period and, where possible, an indication of the period within which a substantive response can be expected. If a complaint is justified and the Product does not conform to the Agreement, the Consumer is entitled to the remedies provided by law. The same statutory principles apply to a justified complaint concerning Tommi. If the defect is not the result of a deviating characteristic that was correctly communicated in advance and, where required by law, expressly and separately accepted, or of demonstrable improper use, Ziemi will provide an appropriate remedy free of charge in accordance with statutory requirements. The mere fact that a complaint concerns Tommi does not restrict the Consumer’s statutory rights. If the complaint relates exclusively to the specific battery characteristic of which the Consumer was clearly informed before purchase and which the Consumer, insofar as required by law, expressly and separately accepted, this agreed characteristic will be taken into account when assessing the complaint.

Article 15 - Disputes

Agreements between Ziemi and the Consumer to which these General Terms and Conditions apply are governed by Dutch law. This choice of law does not result in a Consumer who has their habitual residence in another country losing the protection of mandatory provisions from which, under the law that would have applied in the absence of this choice of law, no contractual derogation is permitted. Disputes will be submitted to the court having jurisdiction under the applicable statutory rules. Insofar as legally permitted, the parties may additionally agree to use an applicable alternative dispute resolution procedure. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply insofar as its application may lawfully be excluded.

Article 16 - Additional or deviating provisions

Additional provisions or provisions that deviate from these General Terms and Conditions may not conflict with mandatory consumer law. If additional arrangements are made with the Consumer, they will be recorded in writing or in another manner that enables the Consumer to store them on a Durable Medium. If an additional or deviating provision conflicts with a mandatory statutory provision intended to protect the Consumer, the statutory provision shall prevail. No provision in these General Terms and Conditions is intended to exclude or restrict the Consumer’s statutory rights insofar as the exclusion or restriction of such rights is not permitted by law.