Effective from 22/SEP/2023
Freya Cultivation Systems, a trademark of Baltic Freya, UAB, legal entity code 305174399, with the registered office address at Tulpiu st. 19, Garliava, Lithuania, (Freya, we) offers innovative aeroponics solutions to reach full biological potential of plants and save resources.
Welcome to our online site (Website). We and our associates provide our products and services to you and other customers, who visits Website, wishes to buy and buys Products in the e-shop available at https://www.freyacultivation.com/ (Shop) subject to the following terms and conditions (Terms).
In these Terms, we refer to our products as Product or Products and you as Customer, User or you.
Jointly Freya and you will be called the Parties, and each individually - a Party.
These Terms govern use of the Website, Shop, sale and purchase, placement and acceptance of orders, shipment, delivery, title transfer, IP of the Products and all related aspects.
If you visit the Website and/or place orders in the Shop, it is considered that you have read the Terms, understood their contents, accepted them, and agreed to comply with them.
These Terms are subject to change. If changes are material, we will inform you about such changes with 30 days’ prior notice.
Once accepted, these Terms remain effective until terminated or changed as provided for herein.
When you order and buy the Product(s), these Terms, purchase and sale agreement, any other special or additional terms and conditions communicated to you by us in any form, including e-mail communication, or agreed between you and us (Special Terms) become applicable to you. If these Terms are inconsistent with the Special Terms, those Special Terms will control. These Terms and Special Terms together form a contract between you and us and are all together referred to as Contract in these Terms.
TERMS OF PRE-RELEASE CAMPAIGN
We offer Products ranging that include titanium nozzles and electronic controllers, our key aeroponic technologies rely on high quality raw materials, CNC craftsmanship and failure-proof assembly. These are high value resources and processes, therefore precise planning is key to meet your needs and expectations. To help us forecast, we are very happy to introduce to you our PRE-RELEASE CAMPAIGN, which will last until 31st of December 2022!
Currently we offer the following Products and bundles thereof for pre-ordering:
- Aeroponic e-nozzles Nebula N-1 (coned tip and flat tip variants)
- Aeroponic e-nozzles Nebula R1 360
- Aeroponic e-nozzles Nebula R1+ 360 AirFlow
A pre-release discount of 20% for the purchase of the Products will be applied during the Pre-release campaign.
Freya is still in a seed phase of growth so there is a limited number of Products available for pre-ordering. Due to this we might not be able to always accept and fulfil your order. If it happens so that we would be unable to fulfil your order, we will be sure to inform you accordingly without undue delay.
We want to offer you with an opportunity to change your mind. However, since the Products are produced individually, we also want to make sure that once the manufacturing of the Product starts, we would maintain capabilities to complete and deliver it to the Customer. Therefore, during the pre-release campaign you are entitled to withdraw you order within 14 (fourteen) days, but not later than 31st of December 2022. If you cancel your order under the foregoing conditions, you will receive a full refund.
Also, please be informed, that during the pre-release campaign the delivery of the ordered Products shall only commence from the 1st of January 2023. All orders placed before the 31st of December 2022 will be delivered no later than 31st of March 2023. Estimated dates of delivery will be made available to the Customers after the 31st of December 2022. Freya reserves the right to change the final delivery date in cases of unpredictable events, disruptions to supply chains, or other events under force majeure circumstances.
Terms and Conditions provided in this section are dedicated to the Pre-release campaign and in case of conflict shall take precedence over the other terms and conditions provided in these Terms.
1. USE OF THE WEBSITE AND SHOP
1.1. When using the Website and Shop, you shall:
1.1.1. Ensure that you have the necessary connection or network access to use the Website. You are liable for all fees imposed by the communication service provider, including data transmission fees through the Website;
1.1.2. Use the original operating system provided and supported by the manufacturer, install the manufacturer's updates, modifications, and changes to the operating system and software, and comply with the recommendations and instructions of any other manufacturer of the operating system, software, the smart device as well as of the mobile application marketplaces (platforms);
1.1.3. Cooperate, when it is technically possible and necessary, with Freya to determine the cause of any malfunction of the Website;
1.1.4. Comply with the Terms, other terms and conditions stated on the Website and not violate legal acts of the Republic of Lithuania and any other applicable legislation.
1.2. The User undertakes:
1.2.1. Not to use the Website in any way that may jeopardise the proper functioning, security or integrity of the Website, limit Freya’s ability to properly provide any services to other customers and users, or limit their possibilities to use any of the services provided by Freya;
1.2.2. Not to use the Website for the purposes related to illegal or criminal activities;
1.2.3. Not to use the Website to engage in any activity that is intended to harm other Users, Freya, or any third party including, but not limited to the unauthorised dissemination of information, actions against the infrastructure, assets, property and/or interests of Freya or any other person;
1.2.4. Not to take any action that would make it possible to license, sub-license, copy, modify, distribute, create, sell, transfer, resell, assign or lease the Website or any part of it;
1.2.5. Not to collect, accumulate, transfer to other medium, make publicly available, publish or distribute data of other Users, or use or facilitate the use of any programs or codes that allow scraping, indexing, analysis or data mining or data scraping from the Website and/or its data;
1.2.6. Not to store, publish, send, disseminate or in any other way communicate any material that is prohibited or restricted by law, untrue, misleading, defamatory, libelous, threatening, discriminatory, fraudulent, pornographic, inciting national, ethnic, racial, religious hatred, or hatred based on religion, content that violates the rights of individuals, as well as any other content that may violate any legal requirement, or encourage conduct that would break the law or bring about the legal liability of Freya;
1.2.7. Not to distribute unsolicited advertising, malicious software or other unsolicited content, or send electronic messages with the intent to interfere, or with the understanding that it will interfere with the operation of the computer networks or the computer equipment owned by the owners of computer networks.
1.3. Freya may suspend, supplement, modify or discontinue the Website or any part thereof, change the layout of elements of the Website, improve the Website, and its information system, and correct any problems to make the Website more effective, safer or more attractive, even if this makes Website temporarily unavailable. Under special circumstances and for important reasons, Freya may, to avoid possible losses for the User and/or itself, fix the defects of the Website by cutting all access to it.
1.4. Freya shall have the right, in its sole discretion, to review the content submitted by the User or made available to the User on the Website to determine whether such content violates the law and (or) the Terms, and in the event of a violation, to remove such content or block access to such content.
1.5. Freya has the right to terminate the Website entirely at any time.
2. CONCLUSION OF THE PURCHASE AND SALE AGREEMENT
2.1. To purchase the Products, you must select the Products and add them to the shopping cart in the Shop. After concluding this procedure, you must go to the check out and confirm the order.
2.2. You shall be able to buy Products in the Shop without registering in the Shop using express checkout function. When you select this option, you shall complete the further steps of this procedure. In the future you will be able to buy products by registering in the Shop – entering the requested necessary data in the registration form and creating an account.
2.3. You will be able to submit a valid discount code to receive a monetary discount for the purchase of Product. You must enter the discount code during the online checkout process. Only one discount code can be used per one order and additional terms and conditions may apply in respect of each discount code. Freya reserves the right to decline to accept any discount code that is invalid or that has expired.
2.4. After completing the above steps, you must continue to the shipping details where you shall submit the shipping region, address, and continue to payment section where you shall choose the payment method and pay the price of the Products. Available payment methods are shown in the Shop, as well as are described below in the Terms.
2.5. The purchase and sale agreement is concluded from the moment you complete all the above steps, and we confirm the order by sending a confirmation message, invoice or other relevant information by e-mail. Prior to the conclusion of the agreement, we may send you certain intermediate confirmation messages, such as confirmation that the payment has been received, etc.
2.6. A purchase and sale agreement shall be concluded for each order. The concluded purchase and sale agreement will be stored in Freya’s database.
2.7. Freya may not confirm the Customer’s order for important reasons, for example, if the Customer specifies the delivery address, where Freya does not deliver the Products, if the Customer does not provide the delivery address for the Products, specifications of the Products, if Freya does not have the Products the Customer wants (in such situations Freya may offer alternative Product or inform the Customer about the availability of the Product in the future), if the Customer has not confirmed its consent with the Terms or other documents, etc.
2.8. The purchase and sale agreement shall be deemed to be fulfilled when the Products are transferred to the Customer in accordance with the procedure established by the Terms and laws of the Republic of Lithuania.
3. YOUR RIGHTS AND OBLIGATIONS
3.1. You have a right:
3.1.1. To order and purchase the Products available in the Shop in accordance with the Terms, Special Terms and the legal acts of the Republic of Lithuania;
3.1.2. During the pre-release campaign, to cancel you order within 14 (fourteen) days, but not later than 31st of December 2022. If you cancel your order under the foregoing conditions, you will receive a full refund. We want to offer you with an opportunity to change your mind!
3.1.3. To return and/or replace defective and/or incomplete Products, invoke the warranties applicable to the Products as set out in the Terms;
3.1.4. To exercise other rights provided for in the Terms and legislation of the Republic of Lithuania.
3.2. You undertake:
3.2.1. To pay the price of the Products and delivery (if applicable), make other payments specified when ordering the Products and accept the ordered Products;
3.2.2. When accepting the Products to thoroughly inspect and check them, as well as to inform Freya about the damage to the parcel, clearly visible defects of the Products, non-conformity of the Products and non-completeness of the Products with the order;
3.2.3. To check whether the purchased Products are of expected quality and immediately inform Freya by e-mail indicated above about the observed defects in the quality of the Products, non-conformity of the model or non-completeness of the Products, which could not be noticed during the transfer of the Products;
3.2.4. To follow the return of the Products procedure as it is enshrined in the Terms;
3.2.5. To provide the correct information required for delivery of the Products, safeguard confidentiality of the information, immediately update the information, if the Customer’s data required for delivery of the Products and performance of the Contract have changed;
3.2.6. Not to transfer to third parties the order number of the Products, order documents, or other data that would allow a third party to accept the Products for the Customer without the Customer’s knowledge and consent;
3.2.7. Not to use the Shop for:
188.8.131.52. for any unlawful purposes and acts;
184.108.40.206. violation of any international or national regulations, rules, laws or local ordinances;
220.127.116.11. the infringement of Freya’s intellectual property rights or the intellectual property rights of third parties;
18.104.22.168. harassment, abuse, bullying, insult, injury, defamation, slandering, disparagement, intimidation or discrimination on the grounds of sex, sexual orientation, religion, ethnicity, race, age, nationality or disability;
22.214.171.124. submitting false or misleading information;
126.96.36.199. uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will or may affect the functionality or performance of the Shop, other websites or the Internet;
188.8.131.52. collecting or tracking the personal information of others;
184.108.40.206. spamming, phishing, pharming, pretexting, spidering, crawling, or scraping the Shop;
220.127.116.11. for any obscene or immoral purposes;
18.104.22.168. for interfering with or circumvent the security features of the Shop or any related website, other websites, or the Internet. Freya reserves the right to terminate Customer’s use of the Shop or any related website for violating any of the prohibited uses.
3.2.8. Before starting to use the Products to read all user manuals and other applicable documents.
3.2.9. To comply with other requirements stipulated in the Terms and the legal acts of the Republic of Lithuania.
4. RIGHTS AND OBLIGATIONS OF FREYA
4.1. Freya has a right to:
4.1.1. Limit or suspend the Customer’s access to the website and Shop without prior notice if the Customer tries to impair the functioning or stable operation of the Website or the Shop and/or violates its obligations. Freya shall not be responsible for any negative consequences caused to the Customer by such actions;
4.1.2. Restrict or prohibit wholesale purchases. Freya under its sole discretion shall determine if the purchase is a wholesale purchase and whether it can or cannot be fulfilled;
4.1.3. Temporarily or permanently suspend or terminate the operation of the Website and the Shop, change their individual parts, all and any of its content, restrict purchases carried out in it, change the address of the Website and the Shop. All the above changes will be made in accordance with the procedures set out in the Terms in cases where it is necessary to do so due to changing business practices, changes in the cost of Products, or where the Customer is suspected of fraud or other violations of the Terms or applicable law. In the event of termination or suspension of all or part of the functions of the Website or Shop, Freya undertakes to fulfil all of its obligations under the purchase and sale agreements previously concluded and not yet fulfilled;
4.1.4. Change the Terms, prices of the Products, purchase conditions and/or any other instructions related to the Shop by publishing the changes on the Website. All the above changes will be made in accordance with the procedures set out in the Terms in cases where it is necessary to do so due to changing business practices, changes in the cost of Products, or where the Customer is suspected of fraud or other violations of the Terms or applicable law. In the event of a change to the Terms, prices of the Products, conditions of purchase and/or any other instructions relating to the Shop, Freya undertakes to fulfil all of its obligations under the purchase and sale agreements previously concluded.
4.2. Freya undertakes to:
4.2.1. Deliver the Products to the Customer in a timely and proper manner;
4.2.2. If for important reasons Freya is unable to deliver the Products to the Customer, offer the Customer available analogous Products or the Products very similar in their properties, and if the Customer refuses to accept such Products, return to the Customer the money paid by him/her within 5 (five) business days;
4.2.3. If unable to deliver the Products to the Customer, return the money paid by the Customer for the missing Products or for the entire order within 5 (five) business days from the moment Products are returned to the warehouse of Freya. Nevertheless, the refund will be made to the Customer within 20 (twenty) days after the Customer's request for a refund. In such situations Freya will indemnify the Customer-consumer for reasonable losses incurred by the Customer-consumer (the Customer-consumer will have a burden of proof);
4.2.5. To comply with other requirements stipulated in the Terms and the legal acts of the Republic of Lithuania.
5. PRICE OF PRODUCTS AND PAYMENT TERMS
5.1. The prices of the Products in the Shop and/or the order shall be indicated in the applicable currency (including VAT). The Products will be sold to the Customer at the prices valid in the Shop at the moment of placing the order.
5.2. The Customer shall pay for the Products in one of the following ways: (i) debit or credit card (to execute debit and credit card payments Freya uses Stripe and other service providers) or (ii) bank or wire transfer. The Customer, after completing the steps described in the Terms, places the order and completes the payment for the Products through one of above payment methods. Payment must be made immediately after forming the order. Payment is made when the full amount due is credited to Freya’s account. If the Customer fails to make the payment, it shall be deemed that it has refused to purchase the Products and Freya shall be entitled to cancel its order without separate notice.
5.3. The order shall be accepted when Freya receives a confirmation of the Customer’s payment.
5.4. Freya can change the Products and the pricing of the Products at any time. Also, Freya may offer different Products to different countries.
5.5. Freya reserves the right to refuse any order placed and to limit or cancel quantities purchased per Customer or per order (these restrictions may include orders placed by or under the same Customer’s account, the same credit or debit card, and/or orders that use the same billing and/or shipping address).
5.6. VAT invoices shall specify the Products selected, their quantity, the discounts applied, the final price of the Products, inclusive of all taxes, as well as any other details required to be provided by the accounting legislation. An invoice, at Freya’s discretion, shall be forwarded to the Customer to the e-mail address specified by him/her or handed over upon delivery of the Products to the Customer.
6. DELIVERY OF THE PRODUCTS
6.1. The Products are delivered worldwide, but the delivery of certain Products in certain territories may be restricted. Existing restrictions will be shown to the Customer before ordering the Products.
6.2. For the delivery of the Products, the relevant shipping charge applies, depending on the price of the courier services. If delivery fees apply, they will be included to the final amount to be paid for the Products.
6.3. We deliver our Products via courier services. Please read the delivery Terms of the courier service assigned to you before confirming your order.
6.4. If the Customer does not accept the delivered Products and Freya fails to contact or agree on another delivery date for more than 3 (three) days from the return of the Products due to failed delivery, it shall be considered that the sales and purchase agreement has expired. In this case, Freya shall return the price of the Products paid by the Customer (the delivery costs are not refundable).
6.5. When accepting the Products, the Customer must check the condition of the parcel, the quantity, quality, and assortment of the Products. If the packaging of the parcel is found to be damaged, but the non-conformity of quantity, quality and assortment of the Products are not identified, the Customer must indicate the packaging damage in the delivery confirmation or in the forms provided by the person who has delivered the parcel. In this case, the Products are considered to have been delivered in damaged packaging, but the quantity, quality and assortment of the Products comply with the terms of the purchase and sale agreement and the delivery of Products has been performed properly.
6.6. If a non-conformity of the quality, quantity and/or assortment of the Products is identified, the Customer shall be entitled not to accept such Products. The Customer must indicate the refusal to accept the Products and the damage found in the delivery confirmation and/or in the forms provided by the person who has delivered the parcel.
6.7. The Products shall be deemed delivered to the Customer upon delivery of the Products to the address specified in the Customer’s order and signing of the Products acceptance receipt or invoice, or another delivery document by the person having accepted the Products.
6.8. If the Products are not delivered on time, the Customer shall immediately notify Freya thereof.
6.9. Freya shall be released from liability for violation of the terms of delivery of the Products if the Products are not delivered to the Customer or are not delivered on time due to the fault of the Customer or due to circumstances upon the Customer’s control. The Products returned to Freya for such reasons will not be re-dispatched to the Customer until the Customer pays the additional delivery costs.
7. RIGHT OF WITHDRAWAL AND RETURN OF THE PRODUCTS
7.1. According to a Civil Code of Republic of Lithuania, you are entitled to the right of withdrawal. The right of withdrawal is a 14-day period during which you can cancel an online or a distance purchase, even if you have already paid. There are exemptions to this right, for example, if the Product is tailor made under your preferences and custom-order.
7.2. If the Product has been dispatched to the Customer, the Customer shall be refunded after the Product has been returned to Freya. The money shall be refunded to the Customer by transfer to the account from which the payment was made in 7 (seven) days after Freya receives the returned Product.
7.3. Freya reserves the right to delay the refund if the returned Products were not received yet and Freya had no chance to inspect it.
7.4. Freya shall not be deemed to have violated the terms of the refund if it is unable to transfer the money due to the fault of the Customer (delay in returning the Products, failure to provide information on shipping, failure to specify an account, inaccurate data, etc.).
7.5. If the returned Products are not in full completeness, are damaged, untidy and/or improperly packaged, Freya shall have the right not to accept the returned Products and not to return the money paid by the Customer (this applies only in the case of returns of quality Products in accordance with the procedures set out in these Terms and the applicable legislation).
8. INTELLECTUAL PROPERTY
8.1. All trademarks and all other intellectual property and goodwill relating the Products including, without limitation, any patent rights, model and design rights, topography rights, trademark rights, and/or any applications for such rights, copyrights, neighbouring rights, database rights, trade names and know how, as well as any similar rights (hereinafter referred to as “Intellectual Property”) shall remain at all times the exclusive property of Freya.
8.2. You do not have any right to reverse engineer, modify and/or change any components of the Products in any way, also you shall refrain from all and any actions which may have an impact on operation of the Products and their software. You are obliged not to use the knowledge, obtained while using the Products, for directly or indirectly developing any Products that would have analogous features as the Product.
8.3. Purchase of the Product does not grant you to register any rights directly or indirectly to the Products in any territory in your own name or on your behalf. Any registration of any rights to the Products under your and on your behalf will be considered a substantial infringement of these Terms and we will acquire the right to immediately reregister all such rights under our own/other person’s name, while you will be obliged to sign all documents necessary for implementing such right and reimburse all associated costs.
8.4. All content included on the Website and the Shop, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Freya or its content suppliers and protected by intellectual property laws. The compilation of all content on this site is the exclusive property of Freya, with copyright authorship for this collection by, and protected by intellectual property laws.
8.5. You have a duty to inform us about any infringement of our rights to the Product(s) as soon as it becomes evident.
8.6. You have a duty to ensure that all the above obligations relating to our Intellectual Property are complied with.
9.1. We warrant that the Products sold to you conforms our specifications and are not defective. We will not accept liability under this warranty for the Products, which defect has been caused after the delivery of the Product to you.
9.2. Products are warranted for a period of 1 (one year) from the date of the dispatch of the Product to you.
9.3. You must inform us in writing as soon as you become aware of the defect or unconformity to the specifications of the Product. We will revert to you within 15 (fifteen) days with the information specifying repair terms and procedure as well as any other warranty related conditions.
10. LIABILITY OF THE PARTIES
10.1. Freya shall be released from liability in cases where the damages arise because the Customer, despite Freya’s recommendations and its obligations, has not read the Terms and/or other instructions given by Freya, even though it was given such an opportunity.
10.2. In the event of damage, the guilty Party shall compensate the other Party for all the damages that occurred (including direct and indirect).
10.3. The Customer shall be responsible for the accuracy of the provided purchase data. If the Customer does not provide accurate data or purchase data and/or does not update them in a timely manner, Freya shall not be held responsible for the resulting consequences.
10.4. The Customer shall be responsible for transferring the provided data or purchase data to third parties. If the services provided by the Shop are used or the Products are purchased by a third party who has logged in to the Shop using the Customer’s data, Freya shall consider this person to be the Customer and all the related obligations fall to the Customer.
10.5. If the Website contains links to the websites of other companies, institutions, organisations, or persons, Freya shall not be held liable for the information or activities performed there, shall not maintain, control such websites and shall not represent those companies and persons.
10.6. In no event shall we be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Shop or of any web site referenced or linked to from the Shop.
10.7. We are also not liable for any damages suffered by you because of your breach of these Terms or any other documents applicable to your use of the Shop.
10.8. Please note that some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
10.9. Also, upon a request by us, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, and expenses, including attorney‘s fees, that arise from your use or misuse of the Shop or the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defense.
10.10. Freya does not undertake any responsibility nor give any assurance as to the positive effect of the Product to the yield of the plants, as many other factors and components may impact or contribute to the yield of the plant as well as other conditions under which the plant is grown.
11. FORCE MAJEURE
11.1. Neither Party shall be liable for any failure to perform, in whole or in part, any of its obligations under these Terms if it is proved that the party's failure to perform its obligations was due to circumstances beyond its control and reasonable foreseeability and that it could not have prevented the occurrence of the circumstances or the consequences using its reasonable efforts.
12.1. Both we and you undertake not to disclose to third parties the information which we have obtained from each other due to or during of the fulfillment of our order to purchase the Product or which has become available or known because of our cooperation. All this information shall be considered confidential except where disclosure of such information is required by law or/or where such information is publicly available or for which a written confirmation has been received from the other that it is not confidential.
12.2. Both we and you use all the information received solely for the purposes of using the Product for its intended purpose. We and you are bound by these confidentiality obligations indefinitely.
13. APPLICABLE LAW
13.1. The laws of the Republic of Lithuania, without regard to principles of conflict of laws, will govern these Terms and the Contract and any dispute of any sort that might arise between you and Freya or its associates.
14.1. Any dispute that might arise between Freya and you shall be resolved by negotiation between us. If the dispute is not resolved within 20 (twenty) days, then:
14.1.1. The Customer-consumer may submit a request and/or complaint regarding the goods or services purchased in the Shop to the State Consumer Rights Protection Authority (Vilniaus g. 25, 01402 Vilnius, tel. 8 5 262 67 51, fax 8 5 279 1466, e-mail email@example.com, on the website www.vvtat.lt) or to fill in the application form on the European Online Dispute Resolution platform, available at http://ec.europa.eu/odr/, but before that, as provided by the applicable legal acts, the Customer must contact Freya. This condition does not apply to Customer-legal person.
14.1.2. in all other situations, the dispute shall be solved by the competent court of the Republic of Lithuania.
Questions regarding the Terms or any related matter can be directed at: firstname.lastname@example.org