Terms and Conditions – Nōa Madrid

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 in Case of Withdrawal Article 8 – Exclusion of the Right of Withdrawal Article 9 – The Price Article 10 – Conformity and Warranty Article 11 – Delivery and Execution Article 12 – Duration Transactions: Duration, Termination and Renewal Article 13 – Payment Article 14 – Complaints Procedure Article 15 – Disputes Article 16 – Additional or Deviating Provisions

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

• Cooling-off period: the period during which the consumer can make use of their right of withdrawal;

• Consumer: the natural person not acting in the course of a profession or business who enters into a distance agreement with the entrepreneur;

• Day: calendar day;

• Duration transaction: a distance contract concerning a series of products and/or services of which the delivery and/or purchase obligation is spread over time;

• Durable medium: any means that allows the consumer or entrepreneur to store information addressed to them personally, in a way that allows future consultation and unaltered reproduction of the stored information;

• Right of withdrawal: the possibility for the consumer to withdraw from the distance agreement within the cooling-off period;

• Model form: the withdrawal form provided by the entrepreneur that a consumer may fill in when they wish to exercise their right of withdrawal;

• Entrepreneur: the natural or legal person offering products and/or services to consumers at a distance;

• Distance agreement: an agreement concluded within the framework of a system organized by the entrepreneur for the distance sale of products and/or services, where only distance communication is used;

• Means of distance communication: a means that can be used to conclude a contract without the consumer and entrepreneur being in the same place at the same time;

• General Terms and Conditions: these General Terms and Conditions of the entrepreneur.

Article 2 – Identity of the Entrepreneur

Nōa Madrid
Calle de Serrano 123, 28006 Madrid, Spain
Email: info@noamadrid.com
Spanish Tax ID (NIF): ESX1234567A
Business Registration Number: B12345678

Article 3 – Applicability

These general terms and conditions apply to every offer from the entrepreneur and to every distance agreement concluded between the entrepreneur and the consumer. Before the distance agreement is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, it will be indicated before the distance agreement is concluded that the general terms and conditions can be viewed at the entrepreneur’s premises and that they will be sent free of charge to the consumer as soon as possible upon request. If the distance agreement is concluded electronically, the text of these general terms and conditions may be provided electronically in such a way that it can be easily stored by the consumer on a durable data carrier. If specific product or service conditions apply in addition to these general terms and conditions, the consumer can always invoke the applicable provision that is most favorable to them in the event of conflicting conditions. If one or more provisions in these terms and conditions are at any time wholly or partially void or annulled, the agreement and these conditions will remain in force, and the relevant provision will be replaced by a provision that approximates the intent of the original as closely as possible. Situations not covered by these general terms and conditions should be assessed "in the spirit" of these terms and conditions. Ambiguities regarding the interpretation or content of one or more provisions of these conditions must be interpreted "in the spirit" of these conditions.

Article 4 – The Offer

If an offer has a limited validity period or is made subject to conditions, this will be expressly stated in the offer. The offer is non-binding. The entrepreneur is entitled to change and adapt the offer. The offer contains a complete and accurate description of the offered products and/or services. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a truthful representation of the offered products and/or services. Obvious errors or mistakes in the offer do not bind the entrepreneur. All images, specifications and information in the offer are indicative and cannot give rise to compensation or dissolution of the agreement. Images of products are a true representation of the products offered. The entrepreneur cannot guarantee that the displayed colors exactly match the real colors of the products. Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer. This includes:

• the price including taxes;

• any shipping costs;

• the manner in which the agreement will be concluded and what actions are required for this;

• whether or not the right of withdrawal applies;

• the method of payment, delivery and execution of the agreement;

• the period for acceptance of the offer or the period within which the entrepreneur guarantees the price;

• the level of the rate for distance communication if the costs of using the means of distance communication are calculated on a basis other than the regular basic rate for the communication tool used;

• whether the agreement will be archived after conclusion, and if so, how it can be accessed by the consumer;

• the way in which the consumer can check and, if necessary, correct the information provided under the agreement;

• any other languages in which the agreement can be concluded;

• the codes of conduct to which the entrepreneur is subject and how the consumer can consult these codes of conduct electronically; and

• the minimum duration of the distance agreement in the event of a duration transaction.

• Article 5 – The Agreement

  The agreement is concluded, subject to the provisions of paragraph 4, at the moment the consumer accepts the offer and meets the stated conditions. If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of acceptance of the offer electronically. As long as this receipt has not been confirmed by the entrepreneur, the consumer may dissolve the agreement. If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transmission of data and ensure a secure web environment. If the consumer can pay electronically, the entrepreneur will take appropriate security measures. The entrepreneur may – within legal frameworks – investigate whether the consumer can meet their payment obligations, as well as all those facts and factors relevant to responsibly entering into the distance agreement. If, based on this investigation, the entrepreneur has good grounds not to enter into the agreement, they are entitled to refuse an order or request with reasons or to attach special conditions to the execution. With the product or service, the entrepreneur will provide the following information, in writing or in such a way that the consumer can store it in an accessible manner on a durable medium:

  • the address of the entrepreneur’s establishment where the consumer can lodge complaints;

  • the conditions and manner in which the consumer may exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;

  • information about guarantees and existing after-sales service;

  • the data included in Article 4, paragraph 3 of these terms and conditions, unless the entrepreneur has already provided this information to the consumer before the execution of the agreement;

  • the requirements for terminating the agreement if the agreement has a duration of more than one year or is of indefinite duration. In the case of a long-term transaction, the provision in the previous paragraph applies only to the first delivery. Each agreement is concluded under the suspensive condition of sufficient availability of the products concerned.

  Article 6 – Right of Withdrawal

  Upon delivery of products: The consumer has the right to dissolve the agreement without stating reasons within 14 days. This reflection period starts the day after the consumer or a third party designated by the consumer, not being the carrier, has received the product. During the reflection period, the consumer will handle the product and packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep the product. If the consumer exercises their right of withdrawal, they shall return the product with all delivered accessories and – if reasonably possible – in its original condition and packaging to the entrepreneur, in accordance with the provided reasonable and clear instructions. To use the right of withdrawal, the consumer is required to notify the entrepreneur within 14 days of receipt. The consumer must use the model form for this. After expressing the intention to withdraw, the consumer must return the product within 14 days. Proof of timely return, such as a shipping receipt, must be provided. If the consumer has not notified their intent to withdraw within the stated period or returned the product within the return period, the purchase becomes final.

  For services: When providing services, the consumer has the right to dissolve the agreement without giving reasons for at least 14 days, starting on the day of the agreement. To exercise the right of withdrawal, the consumer shall follow the reasonable and clear instructions provided by the entrepreneur at the time of the offer and/or at the latest upon delivery.

  Article 7 – Costs in Case of Withdrawal

  If the consumer makes use of their right of withdrawal, the maximum cost of returning the goods shall be borne by the consumer. If the consumer has paid an amount, the entrepreneur shall refund this amount as soon as possible, but no later than 14 days after withdrawal. This is conditional upon receipt of the returned product or proof of complete return. Refunds will be made using the same payment method used by the consumer unless the consumer agrees to a different method. If the product is damaged due to careless handling by the consumer, the consumer is liable for any loss in value. The consumer cannot be held liable for the product's depreciation if the entrepreneur has not provided all legally required information about the right of withdrawal before the conclusion of the agreement.

  Article 8 – Exclusion of the Right of Withdrawal

  The entrepreneur can exclude the consumer’s right of withdrawal for the following products and services only if the entrepreneur clearly stated this in the offer or in time before concluding the agreement:

  Products made to the consumer’s specifications;

  Products that are clearly personal in nature;

  Products that cannot be returned due to their nature;

  Products that spoil or age quickly;

  Products with prices subject to fluctuations in the financial market over which the entrepreneur has no control;

  Individual newspapers and magazines;

  Audio or video recordings and software where the seal has been broken;

  Hygienic products where the seal has been broken.

  Services:

  Services related to accommodation, transport, restaurant services, or leisure activities to be performed on a specific date or during a specific period;

  Services that have started with the express consent of the consumer before the reflection period has expired;

  Services related to betting and lotteries.

  Article 9 – The Price

  During the validity period stated in the offer, the prices of the offered products and/or services will not be increased, except for price changes due to changes in VAT rates. Contrary to the previous paragraph, the entrepreneur may offer products or services with variable prices if these are subject to fluctuations in the financial market and the entrepreneur has no influence on these fluctuations. This obligation to fluctuate and the fact that any stated prices are target prices will be mentioned in the offer. Price increases within 3 months after the conclusion of the agreement are only permitted if they result from legal regulations or provisions. Price increases from 3 months after the conclusion of the agreement are only permitted if the entrepreneur has stipulated this and:

  • they are the result of legal regulations or provisions; or

  • the consumer has the authority to terminate the agreement effective from the day the price increase takes effect. The prices stated in the offer of products or services include VAT. All prices are subject to printing and typographical errors. No liability is accepted for the consequences of printing and typographical errors. In case of printing and typographical errors, the entrepreneur is not obliged to deliver the product according to the incorrect price.

  Article 10 – Conformity and Warranty

  The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, reasonable requirements of soundness and/or usability, and the existing legal provisions and/or government regulations on the date of the conclusion of the agreement. If agreed, the entrepreneur also guarantees that the product is suitable for use other than normal use. A warranty provided by the entrepreneur, manufacturer, or importer does not affect the legal rights and claims that the consumer can assert under the agreement against the entrepreneur. Defects or incorrectly delivered products must be reported to the entrepreneur in writing within 2 months after delivery. Products must be returned in their original packaging and in new condition. The entrepreneur's warranty period corresponds to the manufacturer's warranty period. However, the entrepreneur is never responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any advice regarding the use or application of the products. The warranty does not apply if:

  • The consumer has repaired and/or modified the delivered products themselves or had them repaired and/or modified by third parties;

  • The delivered products have been exposed to abnormal conditions or otherwise carelessly treated or contrary to the instructions of the entrepreneur and/or on the packaging;

  • The defect is wholly or partially the result of regulations imposed or to be imposed by the government regarding the nature or quality of the materials used.

  Article 11 – Delivery and Execution

  The entrepreneur will take the greatest possible care when receiving and executing orders for products and when assessing applications for the provision of services. The delivery address is the address that the consumer has made known to the company. Taking into account what is stated in paragraph 4 of this article, the company will execute accepted orders with due speed but no later than within 30 days, unless a longer delivery period has been agreed with the consumer. If the delivery is delayed or if an order cannot be carried out or can only be carried out partially, the consumer will be informed no later than 30 days after placing the order. In that case, the consumer has the right to dissolve the agreement without costs. The consumer is not entitled to compensation. All delivery periods are indicative. The consumer cannot derive any rights from any stated periods. Exceeding a term does not entitle the consumer to compensation. In the event of dissolution in accordance with paragraph 3 of this article, the entrepreneur will refund the amount paid by the consumer as soon as possible but no later than 14 days after dissolution. If delivery of an ordered product proves impossible, the entrepreneur will make an effort to provide a replacement item. At the latest upon delivery, it will be stated in a clear and comprehensible manner that a replacement item is being delivered. With replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment are borne by the entrepreneur. The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a pre-designated and announced representative unless expressly agreed otherwise.

  Article 12 – Duration Transactions: Duration, Termination and Renewal

  Termination The consumer may terminate an agreement entered into for an indefinite period and which involves the regular delivery of products (including electricity) or services at any time, subject to agreed termination rules and a notice period of no more than one month. The consumer may terminate an agreement entered into for a definite period and which involves the regular delivery of products (including electricity) or services at the end of the specified term, subject to agreed termination rules and a notice period of no more than one month. The consumer can:

  • terminate the agreements referred to in the previous paragraphs at any time and not be limited to termination at a specific time or during a specific period;

  • terminate them in the same manner as they were entered into;

  • always terminate them with the same notice period that the entrepreneur has stipulated for themselves.

  Renewal An agreement entered into for a definite period and which involves the regular delivery of products or services may not be tacitly renewed or extended for a definite duration. Notwithstanding the previous paragraph, an agreement entered into for a definite period for the regular delivery of daily, news, and weekly newspapers and magazines may be tacitly renewed for a maximum of three months, if the consumer can terminate this extended agreement by the end of the extension with a notice period of no more than one month. An agreement entered into for a definite period and which involves the regular delivery of products or services may only be tacitly renewed for an indefinite period if the consumer may terminate at any time with a notice period of no more than one month and a notice period of no more than three months in case the agreement is for the regular, but less than monthly, delivery of daily, news, and weekly newspapers and magazines. An agreement with a limited duration for the regular delivery of daily, news, and weekly newspapers and magazines for introductory purposes (trial or introductory subscription) is not tacitly continued and ends automatically at the end of the trial or introductory period.

  Duration If an agreement lasts more than one year, the consumer may terminate the agreement at any time after one year with a notice period of no more than one month, unless reasonableness and fairness oppose termination before the end of the agreed term.

• Article 13 – Payment

  Unless otherwise agreed, amounts owed by the consumer must be paid within 7 working days after the start of the cooling-off period referred to in Article 6(1). In the case of a service agreement, this period begins after the consumer has received the confirmation of the agreement. The consumer has the duty to report inaccuracies in provided or stated payment details to the entrepreneur without delay. In the event of non-payment by the consumer, and subject to legal restrictions, the entrepreneur has the right to charge the consumer for reasonable costs made known in advance.

  Article 14 – Complaints Procedure

  The entrepreneur has a sufficiently publicized complaints procedure and handles complaints in accordance with this procedure. Complaints about the implementation of the agreement must be submitted fully and clearly described to the entrepreneur within 2 months after the consumer has discovered the defects. Complaints submitted to the entrepreneur are answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the 14-day period with a message of receipt and an indication of when the consumer can expect a more detailed response. If the complaint cannot be resolved in mutual consultation, a dispute arises that is subject to the dispute resolution procedure. A complaint does not suspend the obligations of the entrepreneur unless the entrepreneur indicates otherwise in writing. If a complaint is found to be justified by the entrepreneur, the entrepreneur will either replace or repair the delivered products free of charge, at their discretion.

  Article 15 – Disputes

  Only Spanish law applies to agreements between the entrepreneur and the consumer to which these general terms and conditions apply, even if the consumer resides abroad. The Vienna Sales Convention does not apply.

  Article 16 – Additional or Deviating Provisions

  Additional provisions or provisions deviating from these general terms and conditions may not be to the consumer’s detriment and must be recorded in writing or in such a way that they can be stored by the consumer in an accessible manner on a durable medium.