General Terms of Sale

V2, 14Nov2020

These Terms of Sale (“Terms”) apply to all orders placed by you through BonaCaeli’s website, via telephone or email with BonaCaeli’s office staff or through other means (for which additional terms may apply). These interfaces are collectively called the “BonaCaeli Store”. BonaCaeli is a trade name of BPP Technical Services Ltd (BPP-Tech).  By placing any order through the BonaCaeli Store, you are agreeing to be bound by these Terms. You represent and warrant that you have the legal capacity to agree to these Terms. If you are under the age of thirteen, or any higher minimum age in your jurisdiction, you represent and warrant that you have obtained parental or guardian consent to enter into these Terms. If your order includes paid services, our Terms of Paid Services are hereby incorporated into these Terms. These Terms are between you and BonaCaeli, and, if applicable, the reseller appointed by BonaCaeli as identified in the BonaCaeli Store or in your order confirmation. In these Terms, “BonaCaeli” and “we” mean BonaCaeli and/or BPP-Tech, its affiliates and, if applicable, any such reseller.

RETURN POLICY

If you are not satisfied with your purchase of a BonaCaeli-branded device and/or accessory from the BonaCaeli Store for any reason, you may be entitled to a full refund as set forth in the Returns Policy section of our Returns and Warranty Policy.

LIMITED PRODUCT WARRANTY

Your use of BonaCaeli-branded devices and accessories is subject to BonaCaeli’s warranty conditions as set forth in the Limited Product Warranty section of our Returns and Warranty Policy. BonaCaeli’s Limited Product Warranty does not apply to third-party products or accessories that may be sold on the BonaCaeli Store. For warranty issues related to those products, please contact that manufacturer.

NOT FOR RESALE

The BonaCaeli Store sells and ships products to end-user customers only, and we reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale.

PRICING

Prices are stated in the applicable currency based on your selected location, and may not include shipping and handling charges or applicable taxes, which, if applicable, will be communicated to you before you place your order. We reserve the right to change the prices for any products or services in the BonaCaeli Store at any time without notice.

ORDERING, SHIPPING, AND DELIVERY

We may refuse or cancel any order or limit any order quantity at our sole discretion, even after receiving your order. We may also require additional qualifying information prior to accepting or processing your order. While it is our practice to confirm orders by e-mail, your receipt of an e-mail confirmation does not constitute our acceptance of your order or our confirmation of an offer to sell a product or service.

If you wish to make a transaction through the BonaCaeli Store, you may be asked to supply certain relevant information, such as your payment and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU CHOOSE TO USE TO COMPLETE ANY SUCH TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction.

The actual delivery of your order can be impacted by many events beyond our control, and you agree we are not liable for late deliveries. Title to the products will pass to you upon delivery of the products to the carrier; however, risk of loss of, or damage to, the products will pass to you upon delivery of the products to you.

In certain regions, although we are the owner of the BonaCaeli Store, the products and services may be sold to you by our appointed reseller, as the seller of record, pursuant to contractual arrangements between us and the reseller. As described above, this means you have a contract with that appointed reseller for the supply of those products and services. In such cases, the point of purchase or your order confirmation will include the appropriate contact information for any issues relating to your order. BonaCaeli and BPP-Tech are express third-party beneficiaries of these Terms in cases where these Terms are between you and the appointed reseller.

PRODUCT AND SERVICE AVAILABILITY

We reserve the right to add, remove or replace products and services from the BonaCaeli Store at any time for any reason. This includes replacement of unavailable items with suitable alternatives including pre-production models. We also reserve the right to change quantities available for purchase at any time, even after you place an order.

We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including, without limitation, any features and specifications such as weights and sizes) for any products or services available through the BonaCaeli Store. Such information and the availability of any product or service (including, without limitation, the validity of any coupon or discount) are subject to change at any time without notice. We make reasonable efforts to accurately display the attributes of products, including the applicable colours.  However, the actual colours you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colours. It is your responsibility to understand and comply with all applicable local and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any product or service.

COMPATIBILITY

You are solely responsible for determining the compatibility of the products and services with any required equipment (e.g. ensuring that you are using a compatible mobile device). You agree that lack of compatibility does not constitute a defect giving rise to a claim under our Limited Product Warranty.

SOFTWARE LICENSE

To the extent the products ordered by you contain, consist of, or make available BonaCaeli software or Apps created by BonaCaeli in any form, such software is licensed to you and not sold, in accordance with our Terms.

LIMITATIONS ON LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER BONACAELI, ITS SUPPLIERS, DISTRIBUTORS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING BONACAELI PRODUCTS AND SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE BONACAELI PRODUCTS OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BONACAELI OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING BONACAELI PRODUCTS AND SERVICES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE AGGREGATE, TOTAL LIABILITY OF BONACAELI, OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING BONACAELI PRODUCTS AND SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE BONACAELI PRODUCTS OR SERVICE EXCEED THE AMOUNTS YOU HAVE PAID FOR YOUR APPLICABLE PURCHASE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BONACAELI AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

You agree that any dispute between you and BonaCaeli arising out of or relating to your order via the BonaCaeli Store (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

GOVERNING LAW

Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of England.

INFORMAL DISPUTE RESOLUTION

We want to address your concerns without needing a formal legal case. Before filing a claim against BonaCaeli, you agree to try to resolve the Dispute informally by contacting sales@bonacaeli.com. We’ll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or BonaCaeli may bring a formal proceeding.

WE BOTH AGREE TO ARBITRATE

You and BonaCaeli agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

OPT-OUT OF AGREEMENT TO ARBITRATE

You can decline this agreement to arbitrate by contacting sales@bonacaeli.com within 15 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.

ARBITRATION PROCEDURES

The Small Business Arbitration Scheme in the UK will administer the arbitration under its Consumer Arbitration Scheme Rules. The arbitration will be held in the United Kingdom or any other location we agree to.

ARBITRATION FEES

The Small Business Arbitration Scheme rules will govern payment of all arbitration fees. BonaCaeli will pay all arbitration fees for claims less than £10,000. BonaCaeli will not seek its legal fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

EXCEPTIONS TO AGREEMENT TO ARBITRATE

Either you or BonaCaeli may assert claims, if they qualify, in the small claims court in England. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the BonaCaeli products or services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

NO CLASS ACTIONS

You may only resolve Disputes with BonaCaeli on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, general actions, and consolidation with other arbitrations are not allowed under our agreement.

JUDICIAL FORUM FOR DISPUTES

Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and BonaCaeli agree that any judicial proceeding (other than small claims actions) will be brought in the Courts of England.  Both you and BonaCaeli consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

LIMITATION ON CLAIMS

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your order from the BonaCaeli Store must be filed within three (3) months after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

GENERAL PROVISIONS

The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between us regarding any orders you make on the BonaCaeli Store, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us relating thereto.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without BonaCaeli’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. BonaCaeli may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Customers that require AirVSAFE units urgently and at short notice may be supplied with V0 series units that have not completed their full range of quality control checks.

Any notices or other communications provided by BonaCaeli under these Terms, including those regarding modifications to these Terms, will be given: (i) via email to any address you have provided to BonaCaeli; or (ii) by posting to the BonaCaeli Store. For notices made by e-mail, the date on which the message is sent will be deemed the date on which such notice is transmitted.

BonaCaeli’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BonaCaeli. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

You will not export or re-export, directly or indirectly, the products or services, or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including, without limitation, the United Kingdom’s export control laws and regulations. 

ADDITIONAL TERMS MAY APPLY

Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.