CONDICIONES GENERALES B2B

Effective Date: 23th September 2020

ASTARI B.V.
Jonkerbosplein 52
6534 AB Nijmegen
The Netherlands

Chamber of Commerce (KvK): 88430553

1. Definitions

In these General Terms & Conditions:

"ASTARI" means ASTARI B.V.

"Client" means any legal entity, entrepreneur, distributor, reseller, commercial customer, or other professional counterparty entering into an agreement with ASTARI.

"Parties" means ASTARI and the Client jointly.

"Agreement" means any quotation, order, purchase agreement, framework agreement, statement of work, project agreement, distribution agreement, or other commercial arrangement between the Parties.

"Goods" means all products, hardware, wearables, prototypes, materials, or other tangible items supplied by ASTARI.

"Services" means all consultancy, development, design, technical, support, fulfillment, integration, implementation, white label, marketing, or related services provided by ASTARI.

"Third Party Systems" means systems, software, networks, platforms, payment infrastructures, issuers, banks, suppliers, manufacturers, logistics providers, or external technologies outside ASTARI's direct control.

2. Applicability

These General Terms & Conditions apply to all quotations, offers, negotiations, activities, Agreements, deliveries, and legal relationships involving ASTARI.

Any Client terms, purchasing conditions, or conflicting provisions are expressly rejected and shall not apply unless expressly accepted in writing by ASTARI.

Deviations from these Terms are only valid if agreed in writing by authorized representatives of both Parties.

Where specific Agreements contain additional provisions, those provisions supplement these Terms.

3. Formation of Agreements

All quotations, proposals, pricing indications, and offers issued by ASTARI are non binding unless expressly stated otherwise.

Offers remain valid for thirty days unless otherwise stated.

An Agreement becomes binding only after:

  • Written confirmation by ASTARI
  • Execution by both Parties
  • Or commencement of performance by ASTARI

ASTARI may refuse assignments or orders without obligation to provide reasons.

Previous quotations, projects, or commercial relationships create no automatic rights for future assignments.

4. Nature of Obligations

Unless expressly agreed otherwise in writing, all obligations undertaken by ASTARI constitute best effort obligations.

ASTARI does not guarantee commercial success, business outcomes, technical compatibility, market adoption, uninterrupted operation, or any specific result.

Indicative planning, forecasts, and timelines do not constitute guarantees.

5. Pricing

All prices:

  • Are exclusive of VAT
  • Exclude duties, levies, customs charges, shipping, insurance, and third party costs
  • Are based on cost factors known at the time of quotation

ASTARI may adjust pricing if cost increases occur outside its reasonable control, including:

  • Material costs
  • Supplier increases
  • Labor costs
  • Transport
  • Currency fluctuations
  • Energy costs
  • Taxes
  • Regulatory measures

Fixed pricing applies only where expressly confirmed in writing.

Where pricing is not fixed, billing occurs based on actual time spent and applicable rates.

If a non binding estimate is exceeded by more than ten percent, ASTARI shall notify the Client and discuss continuation.

6. Annual Price Adjustment

ASTARI may adjust prices, fees, and rates annually with effect from 1 January to reflect inflation, market conditions, or operational costs.

Reasonable advance notice shall be provided.

7. Payment Terms

Invoices are payable within fourteen days from invoice date unless otherwise agreed.

Payments must be made:

  • In full
  • Without deduction
  • Without set off
  • Without withholding
  • Without suspension

Payment shall be made to the account designated by ASTARI.

Late payment results in automatic default without notice.

ASTARI shall then be entitled to:

  • Suspend obligations
  • Withhold deliveries
  • Pause projects
  • Terminate Agreements
  • Demand immediate payment

Commercial statutory interest and all collection costs apply.

All judicial and extrajudicial costs are borne by the Client.

8. Financial Security and Advance Payment

ASTARI may require:

  • Deposits
  • Advance payment
  • Bank guarantees
  • Security instruments
  • Staged payment arrangements

where commercially reasonable.

If ASTARI reasonably believes the Client's financial position has deteriorated, ASTARI may suspend or refuse performance until satisfactory security is provided.

9. Insolvency and Financial Deterioration

All amounts become immediately due if:

  • Insolvency is filed
  • Bankruptcy occurs
  • Liquidation begins
  • Suspension of payments occurs
  • Enforcement measures arise
  • Ownership or financial circumstances materially deteriorate

ASTARI may immediately suspend or terminate performance without liability.

10. Client Information and Cooperation

The Client shall timely provide:

  • Information
  • Access
  • Approvals
  • Documentation
  • Technical specifications
  • Cooperation

necessary for performance.

The Client guarantees accuracy and completeness.

ASTARI is not liable for consequences arising from inaccurate or delayed information.

Additional costs caused by Client failure are borne by the Client.

11. Delivery and Performance

Delivery times and project schedules are indicative only.

Delay does not constitute breach unless:

  • Written notice is provided
  • And a reasonable cure period has expired

ASTARI may use subcontractors or third parties.

Partial delivery and phased performance are permitted.

12. Inspection and Acceptance

The Client shall inspect Goods and Services immediately upon delivery or completion.

Complaints concerning visible defects, shortages, or non conformity must be submitted in writing within seven calendar days.

Failure to timely object constitutes acceptance.

Services and deliverables are additionally deemed accepted where:

  • Commercially used
  • Integrated
  • Resold
  • Implemented
  • Or otherwise relied upon

Minor defects do not justify rejection.

13. Changes and Additional Work

Changes requested by the Client may affect:

  • Scope
  • Pricing
  • Planning
  • Resources
  • Technical feasibility

Additional work shall be billed separately.

ASTARI is not obliged to perform change requests absent written agreement.

14. Cancellation by Client

Cancellation does not release the Client from payment obligations.

The Client remains liable for:

  • Completed work
  • Committed costs
  • Purchased materials
  • Third party commitments
  • Reserved capacity
  • Reasonable cancellation damages

15. Third Party Systems and Dependencies

ASTARI's Goods and Services may depend upon Third Party Systems.

ASTARI is not liable for failures, interruptions, incompatibilities, delays, or changes caused by:

  • Banks
  • Issuers
  • Payment schemes
  • Software providers
  • Digiseq
  • Manufacturers
  • Logistics providers
  • Hosting providers
  • Telecommunications networks
  • APIs
  • External suppliers
  • Governmental measures
  • Or other third party dependencies

Compatibility or functionality may change due to third party decisions or technical changes beyond ASTARI's control.

16. Warranty Limitations

Unless expressly agreed otherwise, only expressly confirmed warranties apply.

No implied warranty exists regarding:

  • Merchantability
  • Fitness for purpose
  • Uninterrupted use
  • Compatibility
  • Commercial success
  • Or third party system continuity

Warranty obligations do not apply where defects arise from:

  • Misuse
  • Unauthorized modification
  • Improper storage
  • Incorrect integration
  • Third party interference
  • Force majeure
  • Or ordinary wear and tear

17. Force Majeure

ASTARI is not liable for non performance caused by force majeure.

Force majeure includes:

  • Supplier failure
  • Cyber incidents
  • Power outages
  • Transport disruption
  • War
  • Pandemics
  • Strikes
  • Fire
  • Flooding
  • Customs delay
  • Governmental restriction
  • Infrastructure failure
  • Or comparable events beyond reasonable control

Obligations are suspended during force majeure.

If force majeure exceeds thirty calendar days, either Party may terminate affected obligations without liability.

18. Limitation of Liability

ASTARI is liable only for direct damage resulting from gross negligence or intentional misconduct.

ASTARI is never liable for:

  • Indirect damage
  • Consequential loss
  • Business interruption
  • Reputational damage
  • Lost profits
  • Lost turnover
  • Goodwill loss
  • Savings loss
  • Data loss
  • Third party claims
  • Payment ecosystem failure
  • Or technological dependency failure

Aggregate liability is limited to:

  • The invoiced value of the relevant assignment
  • Or insurance proceeds where applicable

whichever is lower.

These limitations do not apply in cases of proven intent or deliberate recklessness by ASTARI senior management.

19. Client Liability and Joint Responsibility

Where an assignment is issued jointly by multiple Clients or entities, each shall be jointly and severally liable for all obligations arising under the Agreement.

If an individual acts on behalf of a legal entity, ASTARI may reasonably rely on that individual's authority to bind the relevant entity.

Where personal liability arises under applicable law, including in cases of misrepresentation, fraud, or knowingly entering obligations without reasonable ability to perform, ASTARI reserves all rights against responsible individuals.

20. Retention of Title and Right of Recovery

All Goods delivered by ASTARI remain the exclusive property of ASTARI until full payment of all amounts due has been received.

Retention of title extends to:

  • Purchase price
  • Interest
  • Collection costs
  • Damages
  • And any related claims arising under the Agreement

Until ownership transfers:

  • Goods may not be pledged
  • Encumbered
  • Transferred
  • Resold outside ordinary business operations
  • Or otherwise disposed of without ASTARI's written consent

The Client shall:

  • Properly store retained Goods
  • Clearly identify ASTARI ownership where possible
  • Maintain adequate protection against loss or damage

ASTARI may reclaim Goods immediately in cases of non payment, insolvency, or contractual breach.

The Client shall fully cooperate with recovery.

21. Suspension Rights

ASTARI may suspend performance immediately if:

  • Invoices remain unpaid
  • Security is not provided
  • Insolvency risk exists
  • Contractual obligations are breached
  • Cooperation is insufficient
  • Or performance would expose ASTARI to unreasonable commercial, legal, or operational risk

Suspension does not release the Client from payment obligations.

22. Complaints and Duty to Notify

The Client shall notify ASTARI promptly and in writing of any complaint, defect, or objection.

Complaints must:

  • Be sufficiently detailed
  • Be supported where reasonably possible
  • Be submitted without undue delay

Failure to complain timely results in waiver of the relevant claim.

Complaints do not suspend payment obligations.

ASTARI is not required to perform work outside the originally agreed scope.

23. Limitation Period for Claims

Any claim, cause of action, or right to compensation against ASTARI expires twelve months after the event giving rise to the claim, unless mandatory law provides otherwise.

The Client shall additionally comply with all applicable complaint and notification duties under Dutch law, including Article 6:89 BW where relevant.

24. Assignment and Transfer Restrictions

The Client may not transfer rights or obligations under the Agreement without prior written consent from ASTARI.

This prohibition is intended to have property law effect within the meaning of Article 3:83(2) of the Dutch Civil Code.

ASTARI may assign rights or engage affiliated companies, subcontractors, or successors where commercially reasonable.

25. Intellectual Property Rights

All intellectual property rights arising from or relating to ASTARI's Goods, Services, materials, developments, concepts, designs, software, branding, documentation, and know how remain exclusively vested in ASTARI or its licensors.

Nothing in the Agreement transfers ownership of intellectual property unless expressly agreed in writing.

The Client may not:

  • Reproduce
  • Modify
  • Commercialize
  • Reverse engineer
  • Distribute
  • Disclose
  • Or exploit ASTARI intellectual property

without prior written permission.

Limited use rights granted for performance of the Agreement remain non exclusive, revocable, and subject to full payment.

26. Confidentiality

Each Party shall treat all information received from the other Party as strictly confidential.

Confidential information includes:

  • Commercial information
  • Pricing
  • Business plans
  • Customer information
  • Technical information
  • Software
  • Know how
  • Product specifications
  • Manufacturing information
  • Prototypes
  • And all non public information

The Parties shall:

  • Use confidential information only for the Agreement
  • Restrict disclosure to necessary personnel
  • Ensure subcontractors and employees comply

Confidentiality obligations continue throughout the Agreement and for five years following termination.

Trade secrets and proprietary technical information remain protected for as long as legally protectable.

27. Penalty for Confidentiality Breach

Any breach of confidentiality entitles ASTARI to an immediately due and payable penalty of:

  • €5,000 per breach
  • Plus €500 per day for continuing breach

No notice of default or proof of damages is required.

This penalty is without prejudice to ASTARI's right to claim full damages and seek injunctive relief.

28. Non Solicitation

During the Agreement and for twelve months thereafter, the Client may not directly or indirectly:

  • Employ
  • Recruit
  • Solicit
  • Engage
  • Or contract

ASTARI employees, consultants, or subcontractors materially involved in the Agreement without ASTARI's written consent.

This restriction applies regardless of employment structure or intermediary involvement.

29. Export Controls and Compliance

The Client shall comply with all applicable export control, sanctions, anti corruption, and trade compliance laws.

ASTARI may refuse or suspend performance where:

  • Export restrictions apply
  • Sanctions concerns arise
  • AML concerns arise
  • Or legal compliance cannot reasonably be ensured

ASTARI shall not be liable for resulting delays or refusal.

30. Survival of Rights

The following provisions survive termination or expiry of the Agreement:

  • Payment obligations
  • Liability limitations
  • Retention of title
  • Confidentiality
  • Intellectual property
  • Penalties
  • Indemnities
  • Dispute resolution
  • And all clauses intended by nature to survive

31. Indemnification and Third Party Claims

The Client shall fully indemnify and hold harmless ASTARI against third party claims arising from:

  • Client misuse
  • Client supplied information
  • Regulatory violations
  • Client products or integrations
  • Infringement claims resulting from Client instructions
  • Or unlawful conduct attributable to the Client

The Client shall reimburse all resulting costs, damages, and reasonable legal expenses.

32. Entire Agreement

The Agreement and these Terms constitute the entire understanding between the Parties and supersede prior oral or written discussions relating to the same subject matter.

33. Amendments to Terms

ASTARI may amend these Terms from time to time.

Minor or administrative amendments may be implemented immediately.

Material amendments shall be communicated where reasonably possible and shall not affect already completed performance unless agreed otherwise.

34. Governing Law and Jurisdiction

All Agreements and disputes are governed exclusively by Dutch law.

The applicability of the CISG, the United Nations Convention on Contracts for the International Sale of Goods, is expressly excluded.

Disputes shall be submitted exclusively to the competent court in the district of Gelderland, The Netherlands, unless mandatory law provides otherwise.

35. Contact Details

ASTARI B.V.
Jonkerbosplein 52
6534 AB Nijmegen
The Netherlands

Chamber of Commerce: 88430553
Email: info@astariwearables.com