These general terms and conditions of sale shall apply to all sale agreements concluded between purchasers of product(s) (“Customers”) from Orbital Systems AB or any of its subsidiaries or affiliates (“Orbital”). The objects which Orbital shall deliver are in these conditions referred to as the “Products”.
1.1 These general terms and conditions together with the relevant Orbital sales order form completed by the Customer (“Order”) forms “the Agreement”, when accepted by Orbital.
1.2 The Agreement specifies the terms and conditions under which Orbital will provide the Customer with Products, and, if so agreed, installation and other services as further described and specified in the Order.
1.3 Upon any conflict between these documents, the Order shall have precedence over these general terms and conditions. These general terms and conditions shall have precedence over any other purchase request, or the like, made by the Customer. Any other terms or conditions shall not apply (even if the Customer makes reference to such terms and conditions and Orbital does not expressly dispute them). Deviations shall only be binding on Orbital if they are expressly accepted by Orbital in writing.
1.4 Information in marketing material, price lists or other product information are binding on Orbital only to the extent such information is expressly referred to in the Order. Upon any conflict between these documents, the Order shall have precedence over any information in such marketing materials etc. referred to.
1.5 The Order is based and relies on the information provided by the Customer, inter alia regarding the Customer’s previous water and energy consumption and needs. If any such information provided by the Customer is incorrect in any material way, Orbital may at its own discretion make reasonable adjustments to the Products delivered/to be delivered (including any corresponding adjustments to the prices) in order to meet the correct Customer requirements.
1.6 Offers by Orbital are non-binding. An order to purchase Products by the Customer is not binding on Orbital unless accepted by Orbital.
2.1 The Customer shall pay the prices and reimbursement for expenses to Orbital in accordance with what is stated in the Order.
2.2 The price of the Product, delivery fees and (if applicable) installation and maintenance services shall be the price set out in the Order. All prices mentioned are inclusive of VAT. The prices do not include any costs for pre-planning, design work, piping, general plumbing or electricity installations, as any such measures and work are to be carried out by the Customer.
2.3 If the parties have agreed, in accordance with Section 8 below, that Orbital shall perform any kind of maintenance services in relation to the Products, such service shall be provided on a time and materials basis and shall be charged as set out in Clause 8.2.
3.1 The Order contains the Customer’s choice of payment method. Unless otherwise agreed, payments shall be made within thirty (30) days from the date of an invoice from Orbital.
3.2 Notwithstanding Clause 3.1 and unless otherwise agreed in writing, any subscription of Products (e.g. filter capsules) under Section 7 shall be charged at shipping of such Products.
3.3 Notwithstanding Clause 3.2 and unless otherwise agreed in writing, any services provided under Section 8 shall be charged after the performance of such services, unless otherwise agreed in writing.
3.4 If the Customer fails to pay by the stipulated date, Orbital shall be entitled to interest from the day on which payment was due in accordance with the Swedish Interest Act (1975:635). In case of late payment, Orbital may, after having notified the Customer in writing, suspend its performance of the Agreement until Orbital receives payment.
3.5 If the Customer has not paid any amount due within three months, Orbital shall be entitled to terminate the Agreement by notice in writing to the Customer and to claim compensation for the loss incurred by Orbital.
4.1 The Order sets out the Products to be delivered, the time schedule for delivery, shipping fee and any other undertakings by the Parties.
4.2 Unless otherwise agreed in writing, the Products will be delivered by Orbital or Orbital’s partner to the delivery address stated in the Order.
4.3 If Orbital anticipates that it will not be able to deliver the Products in accordance with the delivery times according to an agreed time schedule, Orbital shall notify the Customer thereof, stating the reason and if possible, the time when delivery can be expected. Orbital shall have the right to a reasonable extension of time, if the delivery is delayed for reasons not caused by Orbital or beyond the control of Orbital.
4.4 In case of delay caused by Orbital or by reasons controlled by Orbital, Orbital shall take all commercially reasonable measures to deliver the Products to the Customer in accordance with the agreed time schedule. Orbital and the Customer shall jointly determine the required corrective action necessary to meet the outstanding delivery dates specified in the time schedule.
4.5 If Orbital is unable due to any conditions within Orbital’s control, to deliver the Products in accordance with the delivery time specified for such Products, the Customer may by notice in writing terminate the Agreement without penalty if the delay is of significant importance for the Costumer or demand delivery within a final reasonable period which shall not be less than four weeks. If Orbital does not deliver within such final period and this is not due to any circumstance for which the Customer is responsible, then the Customer may by notice in writing to Orbital terminate the Agreement. If the Customer terminates the Agreement Orbital will refund the amount which the Costumer has already paid as soon as possible but no later than 14 days after dissolution and the Customer shall also be entitled to compensation for costs suffered by the Customer due to Orbital’s delay in delivery.
4.6 If delay in delivery is caused by the Customer, a subcontractor assigned by the Customer or due to any conditions within the Customer’s control, including suspension under Clause 3.5, Orbital is entitled to postpone the delivery of the Products to a reasonable date. In this situation Orbital shall be entitled to compensation for all direct costs caused by the delay and to receive interest in accordance with law from the agreed day of delivery until the new day of delivery. If the delay lasts for more than three (3) months Orbital shall be entitled by written notice to terminate the Agreement. This provision applies regardless of whether the reason for the delay occurs before or after the agreed time for delivery.
4.7 If the Customer finds that it will be unable to accept delivery of the Products on the agreed date, or if delay on its part seems likely, the Customer shall without undue delay notify Orbital thereof in writing stating the reason for the delay and, if possible, the time when the Customer will be able to accept delivery.
4.8 If the Customer fails to accept delivery on time, Orbital may in writing demand the Customer to accept delivery within a reasonable period. If the Customer fails to accept delivery within such period and this is not due to any circumstance for which Orbital is responsible, Orbital may, by written notice to the Customer, terminate the Agreement in respect of that part of the Products which is ready for delivery but has not been delivered due to the Customer’s default. In case of such termination, Orbital shall be entitled to compensation for the direct loss it suffers due to the Customer’s default.
5.1 Unless otherwise agreed in writing, installation of Products shall be performed by Orbital, or a service provider designated by Orbital. The Customer shall, on its own risk and expense, carry out agreed preparations and take other steps necessary for the installation and use of the Products, such as obtaining building and use permissions, pre-planning, design work, piping, general plumbing or electricity installations, in accordance with any applicable legislation as well as Orbital’s instructions. Such instructions and installation requirements shall be provided by Orbital in good time prior to installation. General installation requirements are available on Orbital’s website.
5.2 Orbital and the Customer shall provide each other with information on preparations made and other details relevant to the installation of the Products.
5.3 Orbital or Orbital’s partner, shall carry out installation of the Products at agreed premises and in accordance with high professional standards.
5.4 If the Customer anticipates that it will be unable to carry out in time its obligations necessary for the completion of the installation of the Products, including complying with the conditions set out in Clause 5.1 above, the Customer shall forthwith notify Orbital in writing, stating the reason and, if possible, the time when the Customer will be able to comply with its obligations.
5.5 If the Customer fails to fulfill, correctly and in time, its obligations necessary for the completion of the installation of the Products, including to comply with the conditions set out in Clause 5.1 above, the following shall apply:
a) Orbital may, after having notified the Customer in writing, suspend its performance of the Agreement in whole or in part. The Customer shall reimburse Orbital for any costs which are reasonable incurred by Orbital as a result of such suspension.
b) If performance of the Agreement is delayed by the Customer’s default, the Customer shall nevertheless pay any additional costs incurred by Orbital as a result of the delay.
5.6 If Orbital and the Customer have agreed in writing that the Customer shall be responsible for the installation of the Products, the above provisions in this Section 5 shall not apply. Instead, the Customer shall install the Products in accordance with any instructions provided by Orbital.
The Products shall remain the property of Orbital until paid for in full, to the extent that such retention of title is valid under applicable law.
7.1 The Order sets out any Products (such as filter capsules and cleaning tablets) to be delivered on a subscription basis (“Subscription Products”).
7.2 Unless otherwise agreed in writing, any Subscription Products shall be delivered and charged according to the payment method chosen in the Agreement. on a quarterly basis.
7.3 Unless otherwise agreed in writing, the provision of Subscription Products shall be on a two (2) year term. At the end of that initial term, or any subsequent term thereof pursuant to a renewal under this Clause, the subscription shall be automatically renewed for successive periods of 12 months unless terminated by either of the Parties giving written notice to that effect to the other Party not later than three months prior to the expiry of the relevant term.
7.4 Based on the calculations of the Customer’s use after the installation of the Products, Orbital may propose adjustments to the number of Subscription Products and/or frequency of delivery for the optimal use of the Products. Customer shall be free to accept or decline such proposals. If such a proposal is accepted it shall enter into effect on the subsequent date for delivery of Subscription Products according to the agreed new schedule.
8.1 If Orbital and the Customer have agreed that Orbital or Orbital’s designated service partner shall perform any kind of service or maintenance in relation to the Products (“Service”), the provisions set out in these general terms and conditions shall apply with the necessary changes in respect of such Service, in which case any reference to “Products” shall be deemed to include “Service”.
8.2 Notwithstanding what is set out in Clause 8.1 above, the following shall apply in respect of Service:
a) Service shall be provided on a time and materials basis
and shall be charged for in accordance with Orbital’s
price list applicable from time to time (as may be
indicated in the Order).
b) In addition to remuneration in accordance with
Orbital’s price list, Orbital shall be entitled to
compensation for travelling and subsistence expenses
and for other expenses and disbursements on which the
parties have agreed.
c) Orbital’s warranty for defects in the provided Services is
limited to defects which appear within a period of six
(6) months after the Service was carried out (and
otherwise in accordance with Section 9 below).
8.3 If the parties have agreed in writing on any specific conditions in relation to the Service, such specific conditions shall take precedence.
9.1 Subject to the limitations set forth in these general terms and conditions, Orbital warrants that the Products delivered by Orbital shall be free from defects in design, materials and workmanship. Pursuant to the provisions of this Section 9, Orbital shall remedy any defect resulting from faulty design, materials or workmanship. For the avoidance of doubt, normal need of replacement of consumables, such as filter capsules and other Subscription Products, shall not constitute defects, see Section 9.8 below for more information on consumables that fall outside the scope of this warranty). Save as stipulated in this Section 9, Orbital shall not be liable for defects.
9.2 Orbital’s warranty under this Section 9 covers defects which appear within a period of two (2) years from delivery of the Products.
9.3 Orbital’s warranty does not cover:
(i) defects arising out of materials provided by, or a design stipulated or specified by the Customer,
(ii) defects which appear under conditions of operation not provided for in the Order and under improper use of the Products, and
(iii) defects caused by faulty installation, maintenance, incorrect erection or faulty repair by the Customer, including any work performed by non-certified service providers engaged by the Customer, or by alterations carried out without Orbital’s consent in writing.
9.4 The Customer shall without undue delay notify Orbital in writing of any defect which appears. Such notice shall be given within a reasonable time, no later than two (2) months after such defect has been noticed by the Customer and never later than one (1) month after the expiry of the period set out in Clause 9.2. The notice shall contain a description of the defect. If the Customer fails to notify Orbital in writing of a defect within the time limits set forth above, the Customer loses its right to have the defect remedied under this warranty and to make any claim in respect of the defect.
9.5 Upon receipt of a notice from the Customer in accordance with Clause 9.4 Orbital shall promptly, and free of charge to the Customer either provide services in order to remedy the defect, replace the defective Products or, at Orbital’s sole option, repay the price for the defective Products or grant the Customer a reduction of the purchase price in proportion to the defective Products. However, if Customer claims breach of warranty and a defect, for which Orbital is not liable under this Section 9, Orbital shall be entitled to compensation for the work and cost incurred as a result of the notice.
9.6 Orbital shall only be liable for breaches of warranty which have material and adverse impact on the Customer’s use of the Products. Orbital’s warranty under this Section 9 is conditional on the Customer’s full and timely payment according to this Agreement.
9.7 Customer shall give Orbital timely access to all premises, equipment, systems or the like, as maybe required, according to Orbital’s reasonable opinion, for the performance of Orbital’s warranty undertakings. The Customer shall provide Orbital with the correct information which may be required, according to Orbital’s reasonable opinion, for the performance of Orbital’s undertakings. The Customer shall be liable for any defect or deficiency in equipment, systems, information or the like provided to Orbital by the Customer. The warranty in this Section 9 and any other obligation for Orbital under the Agreement is conditional on the Customer’s compliance with this Clause 9.7.
9.8 The following components are regarded as consumables and must be replaced when they have been consumed in order for the Product to function correctly:
• Filter Capsules
• UV Filter (UV Lamp + Quartz glass)
• Cleaning tablet
The life expectancy for the consumables are dependent on a number of factors such as product usage and local conditions (e.g. water hardness). As a general outline the following rough life expectancies for the respective consumables can be expected:
• Filter capsules – should at least be replaced after (i) 200 shower sessions, or (ii) 6 months, whichever of the two is the sooner.
• UV Filter – should be cleaned or replaced once a year.
• Cleaning tablet – Cleaning frequency is communicated through the app and/or operators' panel.
The filter capsules will be delivered by Orbital or a certified Orbital partner in accordance with planned filter consummation (see further above in Section 7 Subscription). Other consumables may be offered to be included in the Subscription.
9.9 Additional consumables can be ordered directly from Orbital or from one of our certified partners. The usage of components that are not original components may result in error in the functioning of the Product, which are not covered by Orbital’s warranty.
9.10 The above warranty in this Section 9 is Orbital’s only warranty and no other warranty or condition, express or implied, will apply.
9.11 In addition to this product warranty, additional rights may be available to the Customer based on applicable consumer law.
10.1 Orbital is liable for personal injury or property damage caused by the Products if and to the extent Orbital is found liable under Swedish mandatory product liability law.
10.2 The Customer shall immediately inform Orbital of any and all claims from a third party relating to injury or damage caused by the Products or circumstances which may lead to such a claim. The Customer shall give Orbital the right to conduct negotiations of any such claim and defense any legal proceedings regarding such claims. The Customer may not settle any product liability claims with a third party without Orbital’s written consent.
11.1 Any and all Intellectual Property Rights in or arising out of or in connection with the Products are the exclusive property of Orbital. Orbital retains all such rights to the Products even when such Products have been produced specially for the Customer.
11.2 The term “Intellectual Property Rights” includes, but is not limited to, all patents, rights to inventions, copyright, trademarks, knowhow and trade secrets, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
12.1 There shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever, except to the extent provided for by applicable law.
13.1 This Agreement can be terminated by giving the other party one month’s notice thereof.
13.2 In the event of termination or cancellation of the Agreement, Orbital shall be entitled to receive payment for Products actually delivered.
14.1 In the event of a purchase, the Costumer has the possibility to dissolve the Agreement for 14 days without giving any reason. This period commences on the day following receipt of all Products by the Costumer or a by the Costumer announced representative.
14.2 During the reflection period, the Costumer shall handle the Products and the packaging with care. The Costumer will only unpack or use the product to the extent necessary in order to assess whether the Costumer wishes to keep the product. If the Costumer exercises its right of withdrawal, the Costumer will have the product and if reasonably possible in the original condition and packaging returned to Orbital, in accordance with the reasonable and clear instructions provided by Orbital.
14.3 If the Costumer wants to use its right of withdrawal the Costumer is obliged to make this known to Orbital within 14 days of receipt of all the Products. The Costumer can do this by emailing email@example.com After the Costumer expressed wanting to make use of the right of withdrawal, the Costumer shall return the Products within 14 days to Orbital. The Costumer must prove that the Products are returned in a timely manner, for example by means of a proof of mail delivery.
14.4 If the Costumer at the end of the statutory period in Clause 14.2 and 14.3 has not expressed to want to make use of the right of withdrawal or the Products has not been returned to Orbital, the sale is a fact.
14.5 If the Costumer exercises the right of withdrawal, the costs of return are entirely for the account of the Costumer.
14.6 If the Costumer has paid an amount, Orbital shall ensure that within 14 days after the Costumer expressed wanting to make use of its right, the full amount is refunded to the Costumer. The Costumer must prove that the delivered goods are returned, for example by means of a proof of mail delivery.
15.1 This Agreement contains the entire agreement between the Parties with respect to the subject matter of the Project, and supersedes all previous and contemporaneous negotiations and understandings between the Parties in relation thereto, whether written or oral.
15.2 No term of this Agreement may be amended except upon written agreement making specific reference to this Agreement, and signed duly by both parties.
15.3 A Party’s waiver of any of its rights or remedies under this Agreement must be in writing and duly executed by it. No single or partial waiver of any such right or remedy shall preclude any other or further exercise of that or any other such right or remedy.
15.4 If any provision of the Agreement is declared invalid or unenforceable by a court or other body of competent jurisdiction, the validity of the remaining provisions shall not be affected.
ORBITAL SYSTEMS AB
Swedish registration number: 556902-4671
Hans Michelsensgatan 10A, 211 20 Malmö, Sweden.
17.1 The Agreement shall be governed by Swedish law.
This OAS shower Pre Order Agreement (the “Agreement”) between you as a consumer and Swedish legal entity Orbital Systems AB (Orbital, we or us), is for your pre order of an OAS shower from us. As we launch the sale of the OAS shower system in your geographical region, we will contact you to formally place your order.
By entering into this Agreement, you reserve the right to order an OAS shower for private use by us when we launch the OAS shower for sale in your country, and will be provided a pre order sequence position. This Agreement does not constitute the sale of any product.
The Pre Order Payment is fully refundable at any time (for example, if you choose to cancel or abandon your pre order, or if we decline to launch in your country). This Agreement does not constitute an agreement for the sale of an OAS shower or any other product and does not lock in pricing, a production slot, or an estimated delivery date. You are under no obligation to purchase a product from us, and we are under no obligation to sell you any product. If and when we notify you that it is time to place your order and you wish to proceed with the purchase of such a product, such sale and purchase will be governed by a separate and legally binding Purchase Agreement between you and an us, or one of our affiliates or partners.
This Agreement becomes effective when we have received both your: (1) confirmation of the content of this Agreement and (2) Pre Order Payment in the amount and form stated in the Payment Instructions provided to you during the Pre Order process. You may execute this Agreement by either: (i) acknowledging and accepting this Agreement online or; (ii) submitting a signed Agreement to a us. You may make your Reservation Payment by the means described in the Payment Instructions. Once this Agreement becomes effective, you will be placed on the OAS shower pre order list in your country and will receive communications about the product and about us.
When the launch of OAS showers for your region nears, we provide you with any necessary additional information and ask you to confirm your intent to purchase the product, configure options and provide us with the necessary details to enter into our Purchase Agreement. The current version of the Purchase Agreement, which can be updated at our convenience, can be found here.
If you wish to proceed to purchase your OAS shower/s, you will have to enter into the Purchase Agreement and comply it, meaning that you will have to pay the full purchase price for the product and provide us with the necessary shipping information etc. Please notice that taxes, duties, transport and delivery charges, and any other applicable fees may vary from country to country and cannot fully be anticipated until we have launched in your country, and can therefore be added to the total price when you place your product order. At the time you enter into the Purchase Agreement, your Pre Order Payment will be deducted from the total price of the OAS shower purchase price. These procedures may be subject to change.
While we strive to offer the OAS shower to the same purchase price as when you make your non-binding Pre Order Payment, the final purchase price may vary from region to region due to taxes, duty and other charges and is subject to change until agreed upon in an executed Purchase Agreement.
If you don’t want to enter into a Purchase Agreement at the time that you are contacted by us with information about the OAS shower launch in your country, you have the option to relinquish your pre order sequence position and defer to a later position to be determined by us (only one deferral is permitted). If you do not communicate your decision to us within thirty (30) days of notification to place your order, you will automatically be granted your one deferral and we will defer your reservation position. This Agreement is not transferable or assignable to another party without the prior written approval of Orbital. If you instead communicate that you don’t want to enter into a Purchase Agreement at all, you will be removed from your pre order sequence position and your Pre Order Payment will be refunded. Please note that it may be difficult for us to refund your Pre Order Payment if you don’t respond to our communication or notfications.
We will establish your pre order sequence position in your country in our sole discretion. We may decline pre orders to avoid over-subscription or as we deem appropriate in our sole discretion. If your pre order is declined or we decide to cancel your pre order, you will be notified and your Pre Order Payment will be refunded.
To the maximum extent permitted by applicable law, we make no warranty of any kind in connection with this Agreement or its subject matter. Under no circumstances will we be held liable for any direct, indirect or consequential loss or damage under any statute or law or otherwise arising out of our breach of this Agreement. If we are held liable for any damages related to your pre order or this Agreement, your sole and exclusive remedy will be limited to reimbursement of the Pre Order Payment paid to and held by us.
You understand that Orbital may not have completed the development of the OAS shower that will be marketed and sold in your country. You also acknowledge that, if you pre order an OAS shower, it may not be delivered to you until Q3 2020 or later. You also agree that we will not hold your Pre Order Payment separately or in an escrow or trust fund or pay any interest on Pre Order Payments.
This Agreement is governed by the laws of Sweden, without regard to its conflict of laws provisions. The English version of this Agreement shall govern to the extent not prohibited by law in your jurisdiction.
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Personal information may be collected in a variety of ways:
We apply strict control access to any form of personal information, including taking steps to restrict access to personal information to ORBITAL SYSTEMS’ employees who require such information for the performance of their duties and are bound by enforceable confidentiality obligations. Personal information may be used in a variety of ways, including but not limited to those listed below:
ORBITAL SYSTEMS processes personal data to improve and facilitate our service and optimize our products. We do not process any personal data on behalf of third parties, nor do we share with or sell to third parties any personal data for their own use, except in the cases where we have your explicit written permission to do so. We may share personal data with third party vendors only when it is required to do so in order to provide you with services that we do not provide ourselves, including but not limited to shipping ORBITAL SYSTEMS’ products to our customers. We utilize third party data hosting companies to store personal data collected by us, and to perform data validation checks on our behalf.
All data transfers to third party vendors or partners are subject to a written contractual agreement between us and the third party vendor or partner in question. No vendor or partner will have any authority to use such personal data for any purpose other than as explicitly instructed in a written agreement by us. When relevant, personal information may be shared among the business units and entities inside the ORBITAL SYSTEMS Group. For law enforcement purposes ORBITAL SYSTEMS will disclose personal data to the full extend specified by the law.
We offer you a variety of options regarding our use and disclosure of your personal information. You reserve the right to opt out from any of the following:
ORBITAL SYSTEMS applies all reasonable organizational, technical, and administrative measures needed to protect personal information within our organization. Processing and storing of personal data will take place in accordance with the applicable legislation. Credit card information is directed to one or more approved and certified service provider(s), and will only be stored for as long as it takes to process the data.
Your access to a number of our services is password and username protected. If you have any reason to believe that any of your interactions with us are no longer secure, please notify us immediately.
If you sell or transfer your shower unit to another person, please notify us so that we can determine whether additional steps are required to help safeguard your personal information from disclosure.