User Terms of Service
By using the AirFaas Platform, you and the legal entity you represent (the User) agree to these Terms of Service. Please read the following Terms of Service carefully before using the AirFaas Platform. If you do not agree with the Terms of Service, please do not use the AirFaas Platform. These Terms of Service apply to any use of the AirFaas Platform and to the Purchase Agreements between a Factory and a Customer executed via AirFaas Platform. A more detailed description of the AirFaas Platform and information on system requirements is available at www.airfaas.com. Kindly note, that AirFaas Platform is only available for use on behalf of legal entities, and a credit report may be obtained by AirFaas for any legal entity, registering as a User. Credit report is also obtained each time the User is involved in a Purchase Agreement using the AirFaas Finance Loop service. As an individual registering as representatives of a company, association or any other legal entity, you represent and warrant that you are authorized to bind the entity into these Terms of Service.
“AirFaas” means the AirFaas platform business division of Combi Works Oy, (Business ID 1954585-2), Mechelininkatu 6, 00100 Helsinki, Finland.
“AirFaas Application” means a digital interface called AirFaas provided by AirFaas for legal entities to order products from AirFaas connected Factories through AirFaas Platform.
“AirFaas Platform” means both the AirFaas website www.airfaas.com and the AirFaas platform service as accessed either through Open API and/or customized system integrations, or through project handling applications such as Combi Works’ Kontra or similar.
“Customer” means a legal entity, which orders and purchases Factories´ products and services through AirFaas Plat-form for use in commercial activities.
“Factory” means a factory, OEM producer or other provider, which offers its products and services, as applicable, through the AirFaas Service.
“Finance Loop” means a credit insured financing, available to qualified Users through the AirFaas Platform subject to sepa-rate agreement and additional terms.
“PO/SO Loop” means functionality of AirFaas Platform, that creates a binding purchase order and corresponding sales order documents based on the information submitted by the parties to a Purchase Agreement to the AirFaas Platform.
“Purchase Agreement” means a binding agreement for purchase of products and services, entered into through use of AirFaas Platform between a Customer and a Factory.
“RFQ Loop” means functionality of AirFaas Platform, that creates a non-binding, and depending on the User´s prefer-ence public (Open RFQ for all Users of AirFaas Platform) or limited (to one or more defined Users only), request for quote to other Users of the AirFaas platform.
“User” means a Factory, a Customer or other legal entity using the AirFaas Platform.
2. Identity of AirFaas
||Combi Works Oy Ab
|Geographical and correspondence address:
||Mechelininkatu 6, 00100 Helsinki, Finland
|VAT identification number:
|Time at which AirFaas can be contacted:
||9 - 17 (UTC + 2)
Information about the identity and products and services of the Factories will be provided through the AirFaas Platform.
3. Description of the AirFaas service
- 3.1 AirFaas acts as an intermediary between the Customers and the Factories and provides a platform on which the Customer can purchase products and services from the Factories of its choice. Combi Works Oy Ab, the owner of AirFaas, also sells limited short-term financing services through AirFaas Finance Loop, and sourcing services to Customers, subject to separate terms.
- 3.2 The Customers submit their RFQs to the Factories and the Factories provide the information about their products and services to the Customers in the RFQ Loop of AirFaas Platform. RFQ:s include information on desired quality, delivery time, specific instructions and prices. If not otherwise agreed, the general terms of sale and purchase of the products and services is regulated by Annex A to these General Terms, but may freely be subject to additional terms and conditions agreed between the Customer and the Factory through AirFaas Platform, with all such terms, when mutually approved as described in 3.3. below, constituting the Purchase Agreement between the Customer and the Factory.
- 3.3 The User transfers an approved quote, received in RFQ Loop, into a binding offer to purchase (if Customer) or to sell (if Factory) the products and services for the price and on the terms and conditions agreed in the in PO/SO Loop of AirFaas Platform (“the Order”). When the Order is fully accepted and confirmed by both Parties in PO/SO Loop, the Customer and the Factory enter into a legally binding Purchase Agreement. PO/SO Loop of AirFaas provides the Users with an order confirmation and documentation, access to all the communication related to the Order as well as a communication channel for any subsequent documented modifications and correspondence. Kindly note, that functionality of AirFaas Platform does allow alterations and modifications of the terms of the Order and the Purchase Agreement, as well as removal of documents, submitted by the User, also after confirmation of Order in PO/SO Loop. However, any such changes are not binding unless approved in AirFaas Platform by both parties to Purchase Agreement. All Users´ entries to AirFaas Platform are time marked, and PO/SO Loop creates unalterable log files when a mutually binding Order or amendment has been created and approved by both parties.
- 3.4 After the Order has been approved mutually in PO/SO Loop, the Order cannot be cancelled by the User without a consent by the counterparty through the AirFaas Platform. Cancellation may also be subject to possible additional terms agreed between the Parties in PO/SO Loop.
- 3.5 The Factory selected by the Customer will prepare (and deliver, if delivery services have been ordered) the products set out on the Order to the Customer. AirFaas is not responsible or liable towards the User for any aspects of the execution of the Purchase Agreement by the Factory or the Customer.
- 3.6 AirFaas Platform produces automatically packing lists and other supporting documentations related to the Order, strictly on the basis of data submitted to the Airfaas Platform by the Users. AirFaas is not responsi-ble for the information contained in such documents, save for them being based on unaltered data as en-tered by the Users.
4. User Accounts
- 4.1 In order to use the AirFaas service, the User must create a user account by following the registration instruc-tions in the AirFaas Platform. A User (legal entity) can have only one User account. A User account may, however, have several representatives, with different authorisation levels. Any representative of the User managing the User account on Administrator (highest) authorisation level, must have a right to solely repre-sent the User (hold a procuration, registered representation right, board membership with due authority or other similar registered position, enabling it to sign alone on behalf of the User). The Administrator repre-sentative of User may grant different access rights (right to view documents, right to submit RFQ:s, right to modify and approve Purchase Agreements in PO/SO Loop) to other representatives of User registered in AirFaas. The AirFaas Platform representative credentials are personal. The User shall ensure that any user account credentials and equivalent information required to access the user account of the User are kept confidential and used in a secure manner not accessible by third parties.
- 4.2 Where it is suspected that any unauthorized person has become aware of a User’s user account credentials or has access to the user account of the User, the User shall immediately inform AirFaas thereof. The User shall be responsible for any use of the AirFaas Platform and any activity under the user account of the User.
- 4.3 In order to use the AirFaas services, the User must submit valid invoicing information to AirFaas. User agrees to pay for all purchases arising from use of the AirFaas Services. The User must keep the invoicing information that it has submitted to its user account updated at all times.
5. Payments and costs
- 5.1 Use of AirFaas is currently free of charge. However, in the future the use will be charged for. The charges will consist of User registration fee, annual fee and transaction-based fees. Applicable price schedule of the AirFaas services will be made available to the registered Users logged to the AirFaas Platform well in ad-vance before its entry into force, so that Users not willing to accept the charges will have a chance to dis-continue use of AirFaas Platform.
- 5.2 AirFaas Platform generates the invoices, to be paid by the Customer to the Factory, automatically on basis of the information, submitted by the parties to the AirFaas platform. Customer pays the price agreed in the Order and the Purchase Agreement and reflected in the invoices using its own payment procedures. Kindly note, that AirFaas Platform does not currently generate VAT calculations on the invoices. Each User must verify that the payment of the Order takes into account due VAT payment and VAT is paid in cor-rect country in accordance with the terms of each Purchase Agreement.
6. Intellectual Property Rights and Confidential Information of Users
- 6.1 All Intellectual Property Rights in or related to the AirFaas Platform, documentation thereto related and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of AirFaas and/or its subcontractors/licensors. “Intellectual Property Rights” shall mean copyrights and relat-ed rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
- 6.2 These Terms of Service do not grant the User any Intellectual Property Rights in the AirFaas Platform and all rights not expressly granted hereunder are reserved by AirFaas and its subcontractors/licensors.
- 6.3 All Intellectual Property Rights in the documentation submitted by the User through the AirFaas Platform, or any products manufactured on the basis thereof, are and will remain the exclusive property of the User and/or its subcontractors/licensors. Information, uploaded by the User to the AirFaas Platform, is not pub-lic, and may only be used internally by the User or other Users, specifically authorised by the User. Submit-ting RFQ into the Open RFQ pool of the RFQ Loop will however make the RFQ and designated materials and information, related thereto, public to all the Users of AirFaas Platform. The User´s counterparty in the Purchase Agreement shall receive a non-exclusive license to use the submitted documentation and material to the extent necessary to fulfil the Purchase Agreement.
- 6.4 Users (agents, sourcing consultants etc.) using AirFaas Platform on behalf or for benefit of some third par-ties, must ensure that all disclosure of their principal´s materials is duly authorised, bear all liability for unau-thorised disclosure of such materials, and shall indemnify AirFaas and other Users against claims made by third parties due to any infringements of industrial property rights and shall bear all costs that AirFaas and/or other Users incur in this connection.
- 6.5 AirFaas and its affiliated companies have a right to access, analyse and collect metrics from the Orders and Purchase Agreements concluded through AirFaas Platform in order to improve the AirFaas service, compile usage statistics and market analytics. No materials identifying the User are released by AirFaas to third par-ties without permission of the User. Airfaas does not release the statistics and metrics collected through AirFaas Platform in such format, that any User or User-specific information could be identified from the compilation. Notwithstanding the foregoing, AirFaas is not restricted from disclosing data, submitted to the AirFaas Platform by the Users, to the extent required by law, any other applicable regulations, or a compe-tent court or authority.
- 6.6 The User guarantees that all material submitted by it to the AirFaas Platform shall be free of third-party property rights and, in particular that no patents, licenses or any other industrial property rights of third par-ties shall be infringed by the manufacturing and delivery of the products. In particular, User submitting RFQ:s to the Open RFQ Pool is liable for any negative consequences of the RFQ documents being shared openly. The User shall indemnify AirFaas and other Users against claims made by third parties due to any infringements of industrial property rights and shall bear all costs that AirFaas and/or other Users incur in this connection.
7. Additional Provisions for use of the AirFaas Platform
- 7.1 The AirFaas service is only available to legal entities and use of AirFaas Platform is limited to persons of the age of 18 years or older.
- 7.2 The User shall observe all applicable laws and regulations when using the AirFaas service.
- 7.3 AirFaas is constantly developing the AirFaas Platform and may change or remove different parts of the AirFaas service, including features, services and Factories available in the AirFaas Platform in part or in whole.
- 7.4 By using the AirFaas Platform, the User may encounter content or information that might be inaccurate, in-complete, delayed, misleading, illegal, offensive or otherwise harmful. AirFaas generally does not review content and information provided by the Users. AirFaas is not responsible for third parties' (including the Users´) content or information or for any damages arising as a result of the use of or reliance on it.
- 7.5 User shall be responsible for obtaining and maintaining any devices or equipment (such as computers) and connections needed for access to and use of the AirFaas Platform and all charges related thereto.
- 7.6 The User will not: (i) use or attempt to use another user’s AirFaas account and/or access another person’s payment data on the AirFaas Platform or use another person’s payment details when using the AirFaas ser-vice, without consent of that other person; (ii) copy, modify or create derivative works of the AirFaas Plat-form or any related technology; (iii) reverse engineer, decompile, disassemble, decipher or otherwise at-tempt to derive the source code for the AirFaas Platform or any related technology, or any part thereof; (iv) remove any copyright, trademark or other proprietary rights notices contained in or on the AirFaas Platform; (iv) remove, cover or obscure any advertisement included on the AirFaas Platform; (v) collect, use, copy, or transfer any information obtained from the AirFaas Platform without the consent of AirFaas; (vi) use bots or other automated methods to use the AirFaas service; (vii) create AirFaas account using a fake identity or an identity of another person; and (viii) access the AirFaas Platform except through the interfaces expressly provided by AirFaas, such as the AirFaas Application and AirFaas Website.
- 7.7 AirFaas is entitled to remove a User or any material / content submitted by the user from the AirFaas Plat-form with immediate effect and/or refuse or cancel any RFQ:s or Orders from a User if (i) the User abuses the AirFaas Platform or causes any harm or detriment to the use of the AirFaas Platform or the other Users and/or AirFaas, (ii) the User places a false quote or Order (for example with no intention to actually conclude the Purchase Agreement or pay the Order) or otherwise fails to comply with his obligations arising from these Terms of Service; (iii) if there is reasonable doubt about the correctness or authenticity of the quote by the Factory or Customer´s Order.
- 7.8 AirFaas shall process any personal data collected from the User in accordance with the [Privacy Statement]
8. Term and termination
- 8.1 These Terms of Service are in force as a binding agreement until further notice as long as the User is using the AirFaas Service.
- 8.2 The User can discontinue the use of the AirFaas Service at any time. AirFaas can discontinue providing the AirFaas Service permanently or temporarily at any time.
- 8.3 If the User or AirFaas discontinues the use or provision of AirFaas service, any existing Orders are delivered to the Customer, subject to the terms and conditions applicable and agreed at the time the Order was made.
9. Limitation of Liability
- 9.1 Under no circumstances shall AirFaas be liable to the User for any indirect damages, including lost profits, lost sales or business, lost data or business interruption, or for any direct damages in excess of the amounts actually retained by AirFaas from the User in the three (3) months preceding the event giving rise to the claim. Maintenance of any needed backup copies of the User´s data is on User´s responsibility. In no event will AirFaas be responsible for the loss of, or damage to, the User’s records or data.
- 9.2 AirFaas is not responsible for any shortcomings whatsoever in performance of Orders and Purchase Agreements agreed between the Users using AirFaas Platform.
10. Responsibilities and Complaints
- 10.1 Please note that the AirFaas Platform may at any time be interrupted or permanently discontinued. The AirFaas Platform may also be temporarily suspended. If such discontinuance happens, AirFaas will, as far as possible and permitted by the GDPR and other applicable laws, retain the User data for a reasonable amount of time and release it to the User upon request. However, please note that AirFaas bears no respon-sibility if the User data uploaded to the AirFaas Platform is lost, and do not use the AirFaas Services for backing up any data.
- 10.2 If there are any defects in the AirFaas Platform or its services, please contact the customer service of AirFaas, through the AirFaas Platform customer support feature (Mattermost chat), or via email email@example.com
11. Applicable Law and Dispute Resolution
- 11.1 These Terms of Service shall be governed by and shall be construed in accordance with the laws of Finland.
- 11.2 The parties to any dispute, controversy or claim arising out of or in connection with these Terms of Service shall try to settle the issue amicably through negotiations.
- 11.3 Should amicable negotiations fail, any dispute, controversy or claim arising out of or in connection with these Terms of Service shall be finally settled by arbitration under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the Finnish language, but evidence may be submitted also in English and/or Swedish and witnesses heard in any of the said languages.
- 12.1 These AirFaas Terms of Service are subject to amendments.
- 12.2 AirFaas shall publish the amended AirFaas Terms of Service at the AirFaas website and shall inform the User that the AirFaas Terms of Service have been amended on the AirFaas Platform or by email to the email address submitted to the AirFaas Platform by the User. If the User does not agree to any amended AirFaas Terms of Service, it shall discontinue the use of the AirFaas Platform.
- 13.1 AirFaas shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affil-iate or successor or to a purchaser or acquirer of its business assets relating to AirFaas Platform without the User’s prior consent.
- 13.2 The User shall not be entitled to assign any of its rights or obligations hereunder in whole or part.
Annex A. Default terms of Purchase Agreement and delivery of an Order
Terms described in this annex A are applied in the Purchase Agreements, concluded through AirFaas Plat-form between the Customer and the Factory, unless specifically otherwise agreed between the said parties in the Purchase Agreement concluded through AirFaas Platform.
- 1. The delivery terms are determined by the Purchase Agreement. If not otherwise agreed, Orders are delivered FCA (Incoterms 2017) at the Factory, six (6) weeks from the date of mutual confirmation of the Order by the Parties in PO/SO Loop of AirFaas Platform.
- 2. If the Order is not delivered at the agreed time, and otherwise is not agreed between the Users, the Factory will incur a sanction of 1% of the confirmed Order price for each starting week of delay, but not more than 10% of the confirmed Order price. If the delay has exceeded 10 weeks, the Customer has a right to termi-nate the Purchase Agreement and claim damages.
Prices and Title
- 3. Unless otherwise expressly stated, all prices are quoted and agreed in Euros and excluding VAT, and the indicated unit prices exclude all handling and transport costs, customs, taxes and other governmental fees and charges. All such costs are borne by the Customer unless agreed otherwise.
- 4. If no other payment schedule has been agreed, Factory shall invoice 30% as a down payment and 70% payable with five (5) days payment notice after delivery. The default interest for delayed payments is sixteen (16) percent p.a.
- 5. Title to the Order is transferred to the Customer when the Order has been paid for in full, provided that such retention of title is valid under applicable national law. This retention of title shall not affect the passing of risk.
Responsibilities and Liability
- 6. Each Party of the Purchase Agreement is fully responsible for the quality of documentation (specifications, drawings, etc.) submitted by it to the AirFaas Platform, and suitability of that documentation for preparing the material or product as determined in the Order. In case the specifications or drawings do not work when manufacturing as per the specifications, party, which has submitted the drawings or specifications in ques-tion will be responsible for any extra costs or delays to the other party of the Purchase Agreement.
- 7. The Factory is fully responsible for any manufacture and preparation defects in the Order.
- 8. Neither party is liable for any delay in meeting or for failure to meet any of its obligations under the Pur-chase Agreement due to causes outside its reasonable control, including, but not limited to: any labour dis-putes, war, riot, fire, acts of any governmental or international authority (such as export sanctions) or failure of electricity supply, general interruption of traffic, natural catastrophes and exceptional weather conditions as well as customs procedure delays and transport vehicle breakdown. The party claiming Force Majeure shall promptly inform the other party thereof through AirFaas Platform non-conformity reclamation feature. The performance of the Purchase Agreement shall be suspended for duration of the Force Majeure event. If the Force Majeure event lasts longer than 10 weeks, either party has a right to terminate the Purchase Agreement.
- 9. Any party to the Purchase Agreement, which has discovered shortcomings in the performance of the Pur-chase Agreement must submit any complaints to its counterparty through AirFaas Platform non-conformity reclamation feature without delay, with clear descriptions of said shortcomings, so that a written trail of the complaint is created and maintained.
- 10. Unless otherwise agreed, neither party is liable for any indirect damages, including lost profits, lost sales or business, lost data or business interruption, save in case of intentional breach of Purchase Agreement or gross negligence.
- 11. The Factory gives a 24 (twenty-four) months´ warranty to the Order from the date of delivery of the Order, unless otherwise agreed, or unless the typical life-span of the Ordered product is shorter than the said war-ranty period. The warranty presumes that the Ordered products remain during the warranty period fully func-tional and suitable to their general purpose in normal usage, and of quality usually and reasonably expected of corresponding products of similar price range available in the Customer´s home market. During the war-ranty period, faulty product is either repaired or replaced by a fully functional one at the Factory´s expense.
- 12. Unless otherwise agreed, the Purchase Agreement shall be governed by the laws of Finland.
- 13. Unless otherwise agreed, any dispute, controversy or claim arising out of or in connection with the Purchase Agreement shall be settled amicably through negotiations. Should amicable negotiations fail, the dispute shall be finally settled by arbitration under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language, but evidence may be submitted also in Finnish and/or Swedish and witnesses heard in any of the said languages.
- 14. At a mutual request of the Users in dispute, and at any stage of the dispute, AirFaas may give a neutral opinion on the dispute against a fee of 2 500 EUR, paid jointly by the Users in dispute. AirFaas assessment of the dispute shall be based only and solely on the documents, information and material submitted by the Users in dispute to the AirFaas Platform in the Order or Purchase Agreement whereof the dispute arose. Such opinion of AirFaas is not binding on the parties, but it may be used as evidence at the discretion of the parties and the chosen dispute resolution forum.
User Terms of Finance Loop Service
- 1.1 The definitions in AirFaas User Terms of Service apply.
- 1.2 These specific terms for Finance Loop are automatically incorporated into and constitute a part of any Pur-chase Agreement the Users conclude in AirFaas Platform, if the Finance Loop is used in the Purchase Agreement.
- 1.3 The AirFaas Finance Loop is a credit insured financing arrangement, enabling safer transactions for the Us-ers of AirFaas Platform. Finance Loop allows to pay a maximum of 30% (confirmed Order value) prepay-ment for Orders made through the AirFaas Platform by short-term intermediary trade and subsequent factor-ing, reducing the Customer´s need for cash at placing Order, granting additional payment time and reducing the Factory´s risks with initiating projects. Further, Finance Loop protects all parties of a Purchase Agree-ment for up to 90% of their incurred actual material and labour costs in case of insolvency of the other party of Purchase Agreement. This means the Factory is protected in case of Customer insolvency and the Cus-tomer is protected in case of Factory´s insolvency. In essence, when a transaction is approved for the Fi-nance Loop, AirFaas becomes, for the duration of Finance Loop service, a party to the Transaction between the Factory and the Customer. Thus, during this period AirFaas acts temporarily as a customer to the Facto-ry and as supplier to the Customer, taking prepayment of the Order on its balance.
- 1.4 It is not possible to obtain either the intermediary prepayment financing or credit insurance alone, both ele-ments are essential parts of Finance Loop and not provided by AirFaas on stand-alone basis.
- 1.5 Finance Loop service is a coordinated effort among AirFaas, Euler Hermes and Nordea Bank. Credit insur-ance is provided by the world’s largest credit insurance company, Euler Hermes and the prepayment financ-ing is provided by Nordea Bank via AirFaas.
- a) The Users involved in use of Finance Loop must be registered in the AirFaas Platform. Finance Loop is available only through AirFaas Platform.
- b) The User and its counterparty in the Purchase Agreement must be credit approved by Euler Hermes credit check through AirFaas Platform. The credit report may be obtained at initial registration of the User to AirFaas, if the User pays a registration fee, and it is always obtained when a party to Pur-chase Agreement applies for use of Finance Loop. In case credit approval is denied by Euler Her-mes, Finance Loop is unavailable to the User, but it may continue to use other features of the AirFaas Platform.
- c) The Order for products and services to be financed through Finance Loop must be duly registered in AirFaas PO/SO Loop by the User.
- d) The Order and its transfer to Finance Loop process must be accepted by both the Customer and the Factory in the AirFaas Platform. AirFaas grants its own approval for the Finance Loop at its own discretion, depending i.a. on availability of external financing to AirFaas, credit rating of the parties involved, complexity of the order and other factors, which may in opinion of AirFaas affect the risk profile of the Order. If no additional information is needed for approval, AirFaas should approve the Order for Finance Loop within seven (7) days from submitting it for approval by the User. If no ap-proval or request for additional information is received within seven (7) days from AirFaas, the Order is considered rejected from Finance Loop.
- e) Once the Order is approved by AirFaas for the Finance Loop, the Customer and the Factory may not amend or cancel the Order without explicit approval of AirFaas. In case any monies have been paid by AirFaas in approved Finance Loop Order, such order may be cancelled by the parties only after all the sums, paid by AirFaas, added with its fees, are returned to AirFaas.
- f) Additional confirmation of the identity and signatory rights of the representative of the User submit-ting Order for approval to Finance Loop, or additional information on the ultimate beneficiaries of the Customer or the Factory involved in the transaction may be requested by AirFaas. Failure to provide such requested additional information leads to refusal of Finance Loop service.
3. Transport Insurance
- 3.1 The Users submitting the Order for Finance Loop approval commit to ensure that either the Customer or the Factory obtains a transport insurance for the products purchased using Finance Loop for the transportation of the products under the terms of the Purchase Agreement. The parties to the Purchase Agreement may choose the transport insurance provider and division of the transport insurance costs between the Customer and the Factory at their own discretion, or use their existing transport insurances, but the transport insurance must cover at least the full Order value of the products +10% and transport costs. Finance Loop credit in-surance does not cover damages occurred to the products during transportation or production.
4. Specific Terms of AirFaas Finance Loop
- 4.1 When the Finance Loop is used, AirFaas acts as an intermediary purchaser between the Factory and the Customer, and the owner of the Order, for the duration of Finance Loop financing, i.e. until the Order is not fully paid by the Customer pursuant to these terms and the terms agreed in the Purchase Agreement. Thus, the prepayment AirFaas makes to the Factory for the Order is a receivable from the Factory on the AirFaas´ balance, which is, at the end of duration of Finance Loop period, sold to the Customer for its nominal value added with the costs of Finance Loop elaborated below.
- 4.2 Finance Loop prepayment amounts to 30% of the mutually confirmed Order value, or any such smaller per-centage of the confirmed Order value as agreed by the Customer and the Factory and approved by AirFaas in AirFaas Platform.
- 4.3 The prepayment under Finance Loop is paid by AirFaas to the Factory when the use of Finance Loop for particular Order is approved by AirFaas, and the Purchase Agreement for manufacturing of Order using Finance Loop is approved in the AirFaas Platform by both the Customer and the Factory.
- 4.4 The basic cost of Finance Loop service is 0,45% of the full approved Order value. This includes the interest for 30% prepayment with up to forty-two (42) days’ pay-back time as well as expenses for back to back credit insurance. If a longer payment time is requested by the Customer in Finance Loop of AirFaas Plat-form (up to 85 days from the date of prepayment is possible), an additional cost of 0,1% of the full ap-proved Order value is charged for each beginning seven (7) days’ period after the initial forty-two days.
- 4.5 Default duration of the Finance Loop is forty-two (42) days from the date of prepayment, and extended duration of up to eighty-five (85) days from the date of prepayment in total is possible upon preliminary Approval by AirFaas. In case the payment is delayed beyond agreed duration, AirFaas charges default in-terest of 0,3% of the full confirmed Order price for each starting seven days of delay, and has a right to initiate legal collecting process in the court against the Customer immediately when the repayment is de-layed beyond 85 days from the date of prepayment.
- 4.6 When the Finance Loop is used, The Customer must pay the entire agreed purchase price of the Order by using the payment functionality of the AirFaas Platform. AirFaas collects all payments from the Customer on behalf of the Factory. Repayment of Finance Loop prepayment and cost of Finance Loop service is withheld by AirFaas from the sums payable by the Customer.
- 4.7 If the payment is not conducted pursuant to 4.4 and 4.5 above, AirFaas has a right to deduct any outstand-ing sums from any other payments of the parties involved, conducted through the payment service of AirFaas Platform.Further, in such case AirFaas has the right to publicly show in the User information of the User in delay in the AirFaas Platform, that the User in question is showing payment difficulties and has overdue payments.
- 4.8 AirFaas retains the title to the Order until it is fully paid by the Customer.
- 4.9 Default interest, provided for in 4.5 above is payable directly by the Users to AirFaas, without prejudice to possible other delay sanctions and division of the liability for delays agreed between the Users in the Pur-chase Agreement. In case of substantial delay, the default interest does not preclude AirFaas from seeking the actual damages, exceeding the accrued interest, from the Users.
- 4.10 In case the delivery of the Order has not happened within the payment period agreed pursuant to 4.4 and 4.5 above, and the Users have not paid the Finance Loop receivables to AirFaas, AirFaas has a right to unilater-ally terminate the Order in question and claim all damages related to termination from the Users involved, who shall be jointly and severally liable to indemnify AirFaas for such damages, irrespective of the cause of delay. AirFaas shall have a right to deduct its Finance Loop receivables fully from any of the funds Users involved transfer through AirFaas Platform and may block any further AirFaas services from the Users in-volved until all its receivables are fully paid.
- 4.11 In case the Order, delivered by the Factory that has received a Finance Loop prepayment, is not accepted by the ordering Customer due to claimed quality issues or other nonconformity to the Purchase Agreement between the Customer and the Factory, and the parties to the Purchase Agreement have not paid to AirFaas its Finance Loop receivables, AirFaas has a right to unilaterally terminate the Order in question and claim all damages related to termination from the Users involved, who shall be jointly and severally liable to indemni-fy AirFaas for such damages, irrespective of the cause of non-payment by the Users. AirFaas shall have a right to deduct its Finance Loop receivables fully from any of the funds Users involved transfer through AirFaas Platform and may block any further AirFaas services from the Users involved until all its receivables are fully paid.