1. Application
   

1.1 Application. These general sales and delivery terms (“the Terms”) apply to all agreements concerning the sale and delivery of products, spare parts and associated services by Clayton Power ApS, CVR number 29821631 (“the Company”), to business clients.

2. Terms of agreement

2.1 Terms of agreement. Together with the Company’s offers and order confirmation, the Terms constitute the overall contractual basis for the sale and delivery of products, spare parts and associated services to the client (“the terms of agreement”). The client’s purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the terms of agreement.

2.2 Changes and appendices. Changes and appendices to the terms of agreement apply only where the parties have made a written agreement to that effect.

3. Products, spare parts and services

3.1 Limitation of liability. Products, spare parts and associated services sold and delivered to the client by the Company are to be used in a dry and dust-free environment. Regardless of any conflicting provisions in the terms of agreement, the Company is in no event liable for loss or damage caused by improper use of the product. The client must indemnify the Company to the extent that the Company incurs liability for such loss or damage.

4. Price and payment

4.1 Price. The price for products, spare parts and associated services follows the Company’s price list in force at the time when the Company confirms the client’s order, unless the parties have made a different, written agreement. All prices are exclusive of VAT.

4.2 Payment. The client must pay all invoices for products, spare parts and associated services within 30 days after shipping, unless the parties have made a different, written agreement.

5. Late payment
   

5.1 Interest rate. If the client fails to pay an invoice for products, spare parts or associated services on time, for reasons for which the Company is not responsible, the Company has the right to claim interest of 2 % per month on the amount due from the time of payment until payment is actually made.

5.2 Cancellation. If the client fails to pay a due invoice for products, spare parts or associated services within 14 days of receiving a written demand for payment from the Company, the Company has — besides interest under section 5.1 — the right to: (i) cancel the sale of the products, spare parts and/or associated services affected by the delay, (ii) cancel the sale of products, spare parts and/or associated services that have not yet been delivered to the client, or demand prepayment for these, and/or (iii) apply other remedies for breach of contract.

6. Offers, orders and order confirmation

6.1 Offers. The Company’s offer is valid for 10 days from the date stated on the offer, unless otherwise stated in the offer itself. Acceptance of an offer that reaches the Company after the deadline is not binding on the Company, unless the Company has informed the client otherwise.

6.2 Orders. The client must place orders for products, spare parts and associated services with the Company in writing. An order must contain the following information for each of the ordered products, spare parts or services: (i) order number, (ii) product number, (iii) product description, (iv) quantity, (v) price, (vi) terms of payment, (vii) delivery date, (viii) address of delivery, and (ix) terms of delivery.

6.3 Order confirmation. The Company endeavours to send a written confirmation or cancellation of orders for products, spare parts or associated services to the client within 3 working days of receiving the order. Confirmation and cancellation of orders must be in writing in order to bind the Company.

6.4 Changing an order. The client cannot change a placed order for products, spare parts or associated services without acceptance from the Company in writing.

7. Delivery

7.1 Terms of delivery. The Company delivers all sold products and spare parts.

7.2 Examination. The client must examine all products, spare parts and associated services on delivery. If the client discovers defects which the client wishes to invoke, this must immediately be communicated to the Company in writing. If defects which the client discovers or should have discovered are not immediately communicated to the Company in writing, they cannot be invoked at a later time.

8. Warranty

8.1 Warranty. The Company guarantees that products and associated services are free of significant defects in design, material and execution for 24 months after delivery.

8.2 Exceptions. The Company’s warranty does not cover defects caused by: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance contrary to the Company’s instructions or ordinary practice, (iii) repair or change carried out by anyone other than the Company, and (iv) other conditions for which the Company has no responsibility.

8.3 Warranty service. To obtain warranty service, contact the store/dealer where you purchased the product.

Provide the following information:

Device model number

Device serial number

Brief description of the application and problem, including any error codes displayed on the device.

Obtain an RMA return authorisation from the Clayton Power dealer before shipping the device.

Note that the device contains lithium batteries and must be shipped as dangerous goods in accordance with UN3480 lithium-ion battery regulations.

8.4 Register a complaint. If the client discovers defects within the warranty period which the client wishes to invoke, the client must immediately notify the Company in writing. The client must give the Company the requested information about the registered defects (see above). The Company will examine the claim and inform the client whether or not the defects are covered by the warranty, and the RMA return authorisation number will be provided.

8.5 RMA return. The Company will send a replacement unit within a reasonable time, depending on shipping conditions. On request, the client must return the defective parts to the Company within 4 weeks, unless otherwise agreed. If the unit is not returned within this period, the replacement unit will be invoiced at the standard sales price, including freight costs.

8.6 Shipping. The client/dealer bears the expenses and risks of the faulty product during transport from the customer to the Company. The Company bears the expenses and risks for the return of replacement units during shipping, only if the defects are covered by the warranty.

8.7 Reseller. As a Clayton Power dealer, the client has direct contact with the end customer and bears any expenses related to service.

9. Liability

9.1 Liability. Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the terms of agreement.

9.2 Product liability. The Company is subject to product liability for delivered products and spare parts to the extent that such liability follows from mandatory legislation. The client must indemnify the Company to the extent that the Company incurs product liability.

9.3 Indirect loss. Regardless of any conflicting provisions in the terms of agreement, the Company is not liable for the client’s indirect loss, including loss of production, sales, profit, time or goodwill.

9.4 Force majeure. Regardless of any conflicting provisions in the terms of agreement, the Company is not liable for any failure to meet its obligations towards the client that can be ascribed to force majeure. This applies for as long as the force majeure continues. Force majeure means circumstances outside the Company’s control which the Company could not have foreseen when entering into the agreement. Examples of force majeure are unusual natural conditions, war, terror, applicable law, fire, flood, vandalism and industrial disputes.

10. Rights, including intellectual property rights

10.1 Property rights. Full ownership of all intellectual property rights relating to products, spare parts and associated services, including patents, designs, trademarks and copyright, belongs to the Company.

10.2 Energy savings. Clayton Power obtains the right to report the realised energy savings to the Danish Energy Agency through a third party (the right of attribution). The client may not assign the realised energy savings to any other party.

11. Confidentiality

11.1 Disclosure and use. The client must not disclose or use, or enable others to exploit, the Company’s trade secrets or any other information of whatever nature that is not publicly available.

11.2 Protection. The client must not improperly obtain, or attempt to obtain, knowledge of or access to the Company’s confidential information as described in section 12.1. The client must handle and store the information securely, so that it does not come to the knowledge of others unintentionally.

11.3 Duration. The client’s obligations according to sections 12.1–12.2 apply during the parties’ trade and without time limit after the termination of the trade, regardless of the cause of termination.

11.4 Personal information. To ensure close collaboration and the highest service possible, the Company collects and registers personal contact information (name, e-mail and phone number) of the relevant employee of the customer.

12. Applicable law and jurisdiction

12.1 Applicable law. The parties’ trade is in all respects subject to Danish law.