Terms & Condition
These General terms and Conditions (“Terms”) shall apply to delivery of Zauben LLC products ("Products") and performance of Installation, Maintenance, Plant Service and Customer Software ("Services").
Zauben reserves the right, at any time, to modify the present Terms by posting a new dated version on this website. By placing an order after Zauben has posted a new version of its Terms, the customer agrees to be bound by that updated version.
1.1. Zauben offers are non-binding until accepted and confirmed by a customer ("Customer") by signing the offer or issuing a purchase order issued in compliance with these Terms which is acknowledged by Naava (any such signed offer or acknowledged purchase order, a "Contract").
1.2. Conflicting and/or additional terms in Customer's purchase order or other documents or forms shall not be binding on Zauben unless accepted by Zauben in writing. Zauben's offers shall be valid for thirty (30) days from the date thereof unless otherwise stated therein.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. All drawings, technical documents and other information relating to manufacture, installation, maintenance or development of the Products and Services submitted by Zauben to Customer remains the property of Zauben.
2.2. Customer acknowledges that any and all trademarks, trade names, patents, copyrights, designs and other intellectual property rights used or embodied in or in connection with the Products and Services are and shall remain the sole property of Zauben or such other party as may be identified thereon or in respect thereof. In the event that new know-how evolves or is generated in the performance of or as a result of the Contract, Customer acknowledges that the same and all intellectual property rights therein shall belong to Naava.
3. CONFIDENTIAL INFORMATION
Each party (“Receiving Party”) shall keep confidential and use confidential information (“Confidential Information”), including, without limitation, information relating to businesses, products, techniques and processes, received in any form from the other party (“Disclosing Party”) only in connection with the business transaction covered by these Terms. The aforementioned obligation shall in relation to a particular Confidential Information expire three (3) years after the receipt by the Receiving Party of Confidential Information of the Disclosing Party and shall not include information which: (i) can be proved to have been in the Receiving Party’s possession before its disclosure by the Disclosing Party; or (ii) is or becomes in the public domain through no fault of the Receiving Party; or (iii) is received by the Receiving Party from a third party without a duty of confidentiality to the Disclosing Party; or (iv) is independently developed by the Receiving Party without recourse to the Confidential Information of the Disclosing Party. For the avoidance of doubt, Naava shall have the right to use Customer as a reference in Naava's marketing material.
Services refers to the following Service Elements: Installation, Maintenance, Plant Service, and Customer Software (such as the Naava App). The Contract shall define for which Service elements Naava is responsible.
Installation refers to the assembly and installation of the Product at the Customer’s premises.
Maintenance ensures that your Product and all its parts (excluding biofilters) continue to work technically. Service team will do maintenance visits when necessary to ensure full functionality of the Product.
Plant Service ensures that the Product’s (plants) will always look healthy. Service team will do service visits when needed to take care of the Product(s) by adding nutrients and changing plants when needed.
4.1. In case the parties have agreed the Services to be performed by Zauben on a specified date or otherwise at a specified time, Customer who wishes to postpone the Services agreed in a Contract must inform Zauben of the postponement at the latest three (3) working days before the time when the Services were agreed to be performed. In case Customer postpones the Services less than three (3) days before the time when the Services were agreed to be performed, Zauben shall have the right to charge Customer for 100 % (one-hundred percent) of the price of such Services. Any additional costs related to such delay shall be borne by Customer.
4.2. Customer shall provide at no cost to Zauben all facilities and services which are required for Zauben's performance of the Services.
4.3. In case the parties have agreed on Maintenance, Zauben shall make sure the Product is kept properly functioning.
4.4. In case the parties have agreed on Plant Service, Zauben shall make sure the biofilters (plants) are kept healthy and properly functioning.
4.5. Customer agrees to keeping their contact details up-to-date in the Customer Software for the relevant roles (Maintenance Contact and Water Filler).
4.6. Customer agrees to add water to Naava as instructed in the User Manual and within a reasonable time (7 days) when reminded via the Client Software.
4.7. Zauben has a right to suspend the performance of its obligations under the Contract if it is reasonably clear from the circumstances that Customer will not be able to perform its obligations (such as complying with section 4.6) as stated in the Contract.
4.8. The Services shall be deemed as accepted if Customer has not made any detailed written complaints within fourteen (14) days of the performance of the Services.
5. DELIVERY AND ACCEPTANCE OF PRODUCTS
5.1. All references to trade terms shall be construed in accordance with Incoterms 2010. If no such reference is made, delivery shall take place in accordance with the trade term Delivered At Place (Incoterms 2010).
5.2. Customer shall be deemed to have accepted the quantity and quality of the Products delivered by Zauben as being in accordance with the Contract unless Customer has notified Zauben of any shortages or damage within fourteen (14) days following the delivery of the Products.
5.3. If Customer anticipates that it will be unable to accept the delivery of the Products at the time set forth in the Contract, Customer shall notify Naava in writing stating the reason and the time when Customer anticipates being able to accept the delivery. Customer shall not have the right to postpone delivery of the Products less than two (2) days before the Products were agreed to be delivered. In case Customer postpones the delivery of the Products less than two (2) days before the time when the Products were agreed to be delivered, Zauben shall have the right to charge Customer for 100 % (one-hundred percent) of the price of such Products. Any additional costs related to such delay shall be borne by Customer.
6. PRICES AND PAYMENT
6.1. The prices are given in a currency specified in the Contract and are exclusive of VAT which shall be added in the prices in accordance with applicable legislation in force at the time of issuing the relevant invoice. Customs duties or other charges levied or collected outside Finland shall be added to the price agreed in the Contract. Unless otherwise agreed in writing, all bank charges, fees, taxes and costs for remitting payments shall be borne by Customer.
6.2. Zauben shall invoice fees for the maintenance services twelve (12) months in advance, unless otherwise agreed in the Contract. Zauben reserves the right to change the fees for the maintenance services by informing Customer thereof at least two (2) months before the end of the ongoing term. Should Customer not accept the revised maintenance fees Customer must terminate the maintenance services pursuant to Clause 12.2. Fees for the installation services shall be invoiced when the Products in question have been installed.
6.3. Unless otherwise agreed in writing, payment for the Products and Services shall be made within thirteen (13) days following the date of the invoice. Payment shall be made in full without any set off, counterclaim or deduction. A payment shall be considered made when it is wholly and freely at Zauben's disposal. In case payment is delayed, Customer shall pay interest on overdue payments from the maturity date until the actual date of payment in accordance with local US law. In the event any payment is more than thirty (30) days late, Zauben shall be entitled to suspend fulfilling its obligations pertaining to the Contract or terminate the Contract by written notice to Customer, and such remedies shall not be exclusive of Zauben's additional rights under the Contract or law.
6.4. Title to the Products shall pass to Customer only when payment in full has been received by Zauben. Zauben may as a precondition for delivery of Products, request: (i) advance payment; and/or (ii) that Customer pays or provides security covering any unpaid amount already owed to Naava.
7. LIMITATION OF LIABILITY
7.1. Neither party shall under any circumstances be liable for any indirect, incidental, special, consequential or punitive losses or damages, including but not limited to loss of profits or loss of use whether due to a breach of the party's obligations under these Terms or Contract.
7.2. The total aggregate liability of Zauben under, or in relation to, these Terms or Contract shall be limited to the value of the Contract in question.
7.3. These limitations of liability shall not be applicable where (and to the extent that) the breach results from willful misconduct or gross negligence of a party.
7.4. Any action, claim or suit must, in order to bind Zauben, be instituted within one (1) year from the delivery of the Products or performance of the Services in question. Unless so instituted, any claims and rights arising out of such cause shall be excluded and deemed to have been waived.
8. WARRANTY OF THE PRODUCTS
8.1. Zauben warrants that the Products shall at the time of the delivery and 24 months thereafter be free from defects in materials or workmanship.
1.1. Zauben is not liable for any defect due to or arising in connection with: (1) any materials, components or designs provided by Customer, (2) negligence or willful misconduct of Customer, (3) faulty maintenance or repair, incorrect installation or alterations made by Customer, (4) normal wear and tear, (5) any use, service or operation of the Products which is not in conformity with the User Manual.
8.2. Customer shall without delay (within 14 days) notify Zauben in writing of any defect or non-conformity, such notice to include a description how the defect or non-conformity manifests itself. If there is reason to believe that the defect or non-conformity may cause damage, such notice shall be given immediately. If Customer does not notify Zauben of a defect or non-conformity within the aforementioned time limits, Customer shall lose its right to have the defect or non-conformity remedied.
8.3. If any Product or part thereof fails to meet the foregoing warranties and the failure is not due to reasons mentioned in section 8.2, and Zauben has received a written notice of it within the aforementioned (in section 8.3) time limits, Zauben shall, on receipt of Customer's notice in writing, without undue delay, at its option, either (i) deliver a replacement of the defective Product, (ii) repair the Product in question, or (iii) refund the purchase price paid by Customer thereof. Defective parts which have been replaced shall become Zauben's property.
8.4. If Customer has given notice as described above and no defect is found for which Zauben is liable, Zauben shall be entitled to compensation for the costs it has incurred as a result of the notice.
8.5. Zauben's liability for defects in the Products shall be limited to the warranties stated in this Clause 8 which constitute the sole and exclusive warranty of Naava with respect to the Products.
9. WARRANTY OF THE SERVICES
9.1. Zauben shall perform the Services in a workmanlike manner and in accordance with its own technical standards and relevant practices.
9.2. Zauben shall repair or re-perform any defective Services. Customer shall without delay notify Zauben in writing of any defect or non-conformity, such notice to include a description how the defect or non-conformity manifests itself. If there is reason to believe that the defect or non-conformity may cause damage, such notice shall be given immediately. Notifications of claims based on this warranty, shall however be made within fourteen (14) days after discovery of such defect. If Customer does not notify Zauben of a defect or non-conformity within the aforementioned time limits, Customer shall lose its right to have the defect or non-conformity remedied.
9.3. Zauben shall not be liable for any defect due to or arising in connection with (1) any materials, components, tools or designs provided by Customer, (2) negligence or willful misconduct of Customer, (3) parts, accessories, or attachments other than those supplied by Zauben in the course of performance of the Services, (4) normal wear and tear, or (5) any use, service or operation of any equipment, parts or components upon which Services were performed which is not in conformity with the User Manual.
9.4. If Customer has given notice as described above and no defect is found for which Naava is liable, Zauben shall be entitled to compensation for the costs it has incurred as a result of the notice.
9.5. Zauben's liability for errors in the Services shall be limited to correction of the error or repeating the Services at its own expense. This error correction constitutes the sole and exclusive warranty of Zauben with respect to the Services and the results thereof.
10. FORCE MAJEURE
10.1. Zauben shall not be liable for delay in delivery or for other failure to duly fulfill its obligations if the delay or failure results from any of the following: fire, lightning, natural catastrophe, pandemic (such as COVID-19), import, export or currency restriction or embargo, act (including failure to act) of any governmental authority, delay or accident during transportation, war, riot, strike or other labor dispute, power failure, failure of telecommunications, general shortage of materials, default of supplier or sub-contractor for any reason, incompleteness or inaccuracy of any technical or other information which is the responsibility of Customer to provide, and any cause or circumstance beyond Zauben's reasonable control.
10.2. If Force Majeure beyond Customer's control prevents Customer from fulfilling its obligations, it shall be entitled to suspend performance thereof for a period which is reasonable having regard to all the circumstances of the case.
10.3. The party claiming to be affected by a cause or circumstance referred to in this Clause 10 shall notify the other party in writing without delay on the intervention as well as on the cessation of such cause or circumstance.
10.4. Regardless of what might otherwise follow from these Terms, a party shall be entitled to terminate the Contract by notice in writing to the other, if the other party’s performance of the Contract is suspended under this Clause 10 for more than three (3) months.
11.1. If any provision of these Terms is declared void or unenforceable, this shall not nullify the remaining provisions of these Terms, which shall remain in full force and effect. The void and unenforceable provision shall be deemed to be automatically amended and replaced without necessity of further action by such a provision as to form, substance, time, measure and jurisdiction shall come as close as possible to the void or unenforceable provision.
12. TERM AND TERMINATION
12.1. The Contract shall enter into force when it has been duly signed by both parties and shall continue to be valid until the parties have fulfilled all obligations relating thereto.
12.2. Unless otherwise agreed between the parties agreement on maintenance services is in force until further notice for one (1) year at a time and it shall automatically be renewed for additional terms of one (1) year each unless terminated by either party at the latest one (1) month before the end of the ongoing term.
12.3. A Contract may be terminated by either party with immediate effect or subject to a one (1) month notice period upon written notice to the other party if:
a) the other party becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on business; or
b) the other party breaches any of the material terms of the Contract and fails to remedy such breach within thirty (30) days after written notification by the other party of such breach.
13. GOVERNING LAW AND DISPUTES
13.1. These Terms and Contracts made under these Terms shall be construed under, governed by and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.
13.2. The parties shall primarily attempt to resolve any dispute, controversy or claim arising out of or relating to these Terms through amicable negotiations. Should the parties fail to settle the dispute or claim within sixty (60) days from the other party's request to commence negotiations, either party shall be entitled to initiate legal proceedings as set forth below in Clauses 13.3 and