GENERAL TERMS AND CONDITIONS

ARTICLE 1 – GENERAL
These terms and conditions apply to every offer, quotation, and agreement between Intra Air UK (hereinafter referred to as the “Contractor”) and a Client to whom the Contractor has declared these terms and conditions applicable, unless expressly and in writing deviated from by mutual agreement.
These terms also apply to all services provided by third parties engaged by the Contractor for the performance of an assignment.
These terms and conditions also extend to employees and management of the Contractor.
The application of any terms from the Client, including purchasing or general terms, is expressly excluded.
If any provision in these terms is found to be void, unlawful, or unenforceable, the remaining provisions remain valid. The parties will consult to replace any such provision with a valid one, maintaining the intent and purpose of the original.
Ambiguities or gaps in these terms will be interpreted in the spirit and intent of the agreement.
Failure by the Contractor to enforce any right or provision does not constitute a waiver of such rights.

ARTICLE 2 – QUOTATIONS AND OFFERS
All offers and quotations are non-binding unless a validity period is specified. Offers without a specified period expire after 14 days.
Offers are not binding if the Client can reasonably understand the offer or part of it includes an error or mistake.
Quoted prices are exclusive of VAT and any additional costs (e.g. travel, shipping, admin), unless stated otherwise.
Any acceptance by the Client that deviates from the original offer does not bind the Contractor, unless confirmed in writing.
A combined price estimate does not oblige partial performance at a proportional price. Offers are not valid for future services unless agreed.
Urgent work (within 3 days) may include surcharges, regardless of timing, unless otherwise agreed.

ARTICLE 3 – CONTRACT DURATION, DELIVERY TERMS, MODIFICATIONS, AND PRICE CHANGES
Contracts are for a fixed term unless otherwise agreed in writing.
Delivery times are not strict deadlines. The Client must provide written notice and allow a reasonable time for the Contractor to comply.
Work will be performed to professional standards, based on the knowledge available at the time.
Contractor may engage third parties. UK legal equivalents apply; Dutch Civil Code references are not applicable.
When work is performed on-site, the Client must provide reasonable facilities at no cost.
The Contractor may deliver work in stages and invoice separately per stage. Later phases may be delayed pending written approval of earlier stages.
The Client must provide all necessary information in a timely manner. Delays caused by late or incomplete data may lead to suspension and additional charges. The Contractor is not liable for reliance on incorrect/incomplete information.
If contract modifications become necessary, both parties will agree in writing. Any such changes may affect price or deadlines. The Contractor will give advance notice of price changes where possible.
The Contractor may refuse unreasonable changes. Failure to act on agreed changes does not constitute breach.
If the Client breaches the contract, they are liable for all resulting damages.
If pricing was fixed but statutory, regulatory, or unforeseen cost increases arise, the Contractor may increase prices.
If such price increase exceeds 10% within 3 months of agreement and is unrelated to law or regulation, the Client may cancel the agreement in writing, subject to specific exclusions.
Work on UK public holidays may incur surcharges in line with applicable employment standards.
Intra Air UK reserves the right to adjust rates due to work intensity or special circumstances.
Late cancellations (within 24 hours or after the technician is en route) incur a standard charge of £125 + VAT.

ARTICLE 4 – SUSPENSION, TERMINATION, AND CANCELLATION
The Contractor may suspend or terminate the contract if the Client fails to meet obligations, fails to provide security when requested, or if delays make performance unreasonable.
Termination may also occur due to force majeure or impossibility.
If terminated, all outstanding payments become immediately due. Suspension does not waive any legal rights.
The Contractor is not liable for costs or losses arising from lawful termination.
If termination is due to the Client’s fault, damages will be charged.
If terminated early by the Contractor, reasonable handover of remaining work will occur unless termination is Client’s fault. Costs incurred in handover will be charged.
In cases of insolvency, administration, bankruptcy, or seizure of assets, the Contractor may cancel the agreement without liability. All invoices become immediately due.
Cancellations by the Client will result in full charges for work done, ordered materials, and related costs.

ARTICLE 5 – FORCE MAJEURE
The Contractor is not liable for non-performance due to events outside their control (e.g. strikes, natural disasters, legal restrictions).
If performance is hindered due to such events, obligations may be suspended. If the situation continues for over 30 days, either party may cancel the contract without penalty.
If partial performance was completed or possible, it may be invoiced separately.

ARTICLE 6 – PAYMENT AND COLLECTION
Payment is due immediately after service unless agreed otherwise. 50% upfront may be required for scheduled services.
Late payments incur statutory interest and collection costs, starting from the due date until full settlement.
Payments are first allocated to costs, then interest, and finally principal. The Contractor may reject alternative allocation methods.
No right of offset applies. Disputes do not suspend payment obligations.
All reasonable recovery costs are charged to the Client, including legal fees.

ARTICLE 7 – RETENTION OF TITLE
Delivered goods remain the property of Intra Air UK until all obligations are met by the Client.
Goods under retention cannot be resold, pledged, or encumbered.
The Client must protect the Contractor’s ownership rights and insure the goods against damage or loss.
If repossession is needed, the Contractor and authorised agents may enter premises to retrieve goods.
ARTICLE 8 – WARRANTIES AND COMPLAINTS
Goods supplied will meet UK standards and be suitable for normal UK use unless stated otherwise.
A 1-month warranty applies unless agreed otherwise. Third-party goods carry the manufacturer’s warranty.
Warranties do not cover misuse, unauthorised modifications, poor storage, or external events.
Visible defects must be reported within 7 days; hidden ones within 14 days of discovery.
Timely complaints do not suspend payment obligations. Late complaints invalidate any claim.
Confirmed defects may be remedied by replacement, repair, or refund at the Contractor’s discretion. Replaced items must be returned.
If a complaint is unfounded, the Client must cover all resulting costs.
After the warranty period, all service costs will be charged.
Claims must be made within 12 months of delivery.

ARTICLE 9 – LIABILITY
Contractor liability is limited to £750 or the value of the affected work, whichever is less, and is capped by available insurance coverage.
The Contractor is not liable for indirect or consequential losses (e.g. lost profit or business interruption).
Liability exclusions do not apply to deliberate or gross negligence.

ARTICLE 10 – INDEMNITY
The Client indemnifies the Contractor against third-party claims resulting from Client actions or errors.
The Client must assist the Contractor if legal claims arise and cover any resulting losses.

ARTICLE 11 – INTELLECTUAL PROPERTY
All intellectual property rights remain with the Contractor. Knowledge gained may be reused unless confidential information is disclosed.

 

ARTICLE 12 – GOVERNING LAW AND DISPUTES
These terms are governed by the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Disputes shall be submitted to the courts of England and Wales unless the law mandates otherwise. Parties will attempt to resolve disputes amicably before resorting to litigation.