These general terms and conditions (hereinafter referred to as the Conditions) set out the detailed terms for SunPower2u.com ApS’ (hereinafter referred to as ”Seller”) delivery of goods to a business customer (hereinafter referred to as Buyer) as described in the agreement concluded between Buyer and Seller (hereinafter referred to as ”the Agreement”).
Unless otherwise agreed in writing, the general terms and conditions set out below shall apply and shall prevail over any general terms and conditions of the Buyer.
The Seller's service consists of the delivery of goods whose detailed design, scope and time of delivery are described in the purchase agreement, by e-mail or through other correspondence.
A final purchase agreement is considered concluded when the Buyer has signed the purchase agreement/confirmed email or confirmed through other correspondence.
The Seller disclaims any responsibility for any errors and information in material prepared by third parties. This applies to any kind of sales material, descriptions, user instructions, content on other websites, etc.
After placing an order, the Buyer has the option to change or cancel the order in question until first payment. If an order is changed or cancelled, the Buyer is however obliged to pay the costs associated with the order, including costs for storage, quality assurance, interest or lost profit.
As the Seller commits to the order, it cannot be guaranteed that the order can be delivered at the same price in case of change or cancellation.
If, despite the above, it is agreed that the Seller will take back goods, the goods must be unused, in faultless condition, and in original and unbroken packaging. The goods must be free of dirt, etc. However, goods that are specially produced and/or repatriated to the Buyer will never be returned.
Approved returned goods shall be credited less the fee set by the Seller to cover return costs and the Seller's sales costs. Returnable packaging shall be credited upon carriage paid delivery in undamaged condition within three months of the Seller's delivery. The credit is subject to a deduction to cover wear and tear, handling and freight costs, etc.
The agreed price for the ordered goods appears from the documentation submitted by the Seller. The Seller is entitled to invoice the Buyer for payment for goods prior to delivery.
The invoices sent by the Seller are due for payment at least 2 days before the delivery date. Goods are not removed from SunPower2u.com ApS’ warehouse unless payment for the goods has been registered. In case of late payment, the Seller is entitled to charge default interest of 2.5 % per commenced month of the total outstanding amount from the due date. Late payment of an invoice is always considered a material breach of the Agreement. If deliveries are made on an ongoing basis and the Buyer is in delayed payment of a submitted invoice, the Seller is entitled to withhold any future deliveries to the Buyer or suspend further work and/or in this connection demand that later delivery dates be postponed by a period corresponding to the Buyer's delay in payment.
The Seller retains title to the goods until the full purchase price has been paid.
The Seller does not provide an independent guarantee on deliveries of goods. The Buyer cannot raise claims against the Seller under a manufacturer's warranty for a product promised in the purchase agreement or otherwise, as the Seller only passes on such a manufacturer's warranty to the Buyer.
The Buyer shall be obliged to examine and test the delivered goods immediately after delivery, as thoroughly as the circumstances require, in order to ascertain whether there are defects in the delivered goods or whether the delivered goods comply with the order confirmation in terms of quality and quantity.
In order to claim that the delivered goods are defective or faulty (hereinafter referred to as ”defects”), the Buyer must complain in writing to the Seller immediately after the defect is or should have been discovered. In connection with the complaint, the Buyer must state and, on request, show how the defect manifests itself. The Seller is only liable for defects that the Buyer has complained about immediately upon delivery of the defective goods. The Seller is never liable for, and it is not considered a breach of contract if there are defects due to the design of the goods, provided that the design is in accordance with the agreed. The Seller is also not liable for defects caused by the Buyer's own circumstances such as lack of maintenance, improper use, use against the Seller's instructions and changes and interventions in the delivered goods by unauthorised persons. In the event of defects in the delivered goods, the Seller may choose whether the Seller will:
a) Rectify the error,
(b) make replacement or subsequent delivery of defective goods; or
c) give the Buyer a proportionate reduction in the price.
In the event that it is reasonably assessed that the Buyer can remedy the defect himself, the remedy shall be deemed to be completed by sending a defect-free part and/or instructions for remedy. If the Seller chooses to remedy, rework or make subsequent delivery, the Seller is obliged to remedy, rework or make subsequent delivery with the speed required by the situation and at its own expense. If the Seller does not remedy, replace or replace the goods within a reasonable time with the speed required by the circumstances, the Buyer may give the Seller a final and reasonable deadline in writing to remedy, replace or replace the goods. The deadline shall be at least 5 working days and at the earliest expire 20 working days from the time when the Seller received the Buyer's written complaint regarding the defect. If the Seller has not carried out rectification, replacement or subsequent delivery by the expiry of the deadline, the Buyer is entitled to a proportionate reduction corresponding to the defective part of the delivered goods in relation to the total delivery and price.
If the defect is material, the Buyer may terminate the Contract in respect of the defective part of the goods. The Buyer may only terminate the Contract in respect of non-defective goods if they are so related to the defective goods that they cannot reasonably function satisfactorily on their own.
The Buyer cannot raise claims against the Seller for any defects in the product unless the Seller can have the claim covered by the manufacturer. If the Buyer has complained about defects and it turns out that there are no defects that can be attributed to the Seller, the Buyer must compensate the Seller for any expenses incurred in such connection, including inspection and freight costs.
The stated delivery time is only indicative for the Seller, unless otherwise agreed in writing. If a fixed time of delivery has been agreed, the Seller is entitled to an extension of the deadline in the following cases;
a) Force majeure, cf. clause 13
b) Delays caused by the Seller's suppliers, carriers or other third parties
c) Unusual weather
d) Labour disputes for any reason
e) Public orders or prohibitions which the Seller should not have foreseen when entering into the agreement.
Where delivery has been agreed at the Buyer's address or other place designated by the Buyer, the goods shall be delivered as close to the place of use as a lorry can, in the driver's opinion, drive without risk of getting stuck or damaging the vehicle or the surroundings. The Buyer is obliged to inspect the goods received and make the necessary personnel available for unloading.
If the Buyer does not fulfil the above obligations, the Seller shall be entitled, but not obliged, to make delivery with discharging effect at the place of delivery, regardless of whether a representative of the Buyer is present. The risk of loss of or damage to the goods shall pass to the Buyer upon delivery. The delivery note or the carrier's consignment note shall be considered as proof of delivery. Expenses for any waiting time in connection with unloading at the Buyer's address or other place designated by the Buyer shall be covered by the Buyer, and the Buyer shall cover any costs resulting from the Buyer not being able to receive the goods at the agreed time of delivery.
The Buyer must complain in writing immediately upon recognising a delay, otherwise the Buyer will lose any claim due to the delay. In case of minor delay, subsequent delivery will be made. In case of significant delay, the Buyer is entitled to cancel the order. If successive delivery has been agreed, the Buyer is however only entitled to cancel the delayed partial delivery. The Buyer is not entitled to any compensation for the Seller's delay. This applies regardless of whether the Buyer cancels or maintains the purchase.
The Seller shall be liable under the Danish Product Liability Act to the extent that the Act imposes mandatory liability on the Seller for such damage and the Seller's liability for such damage is not legally limited. The Seller is also liable for damage caused by products delivered by the Seller to the extent that the damage is caused by gross negligence on the part of the Seller and the Seller's liability for such damage is not legally limited.
In cases where the Seller is liable for product damage, but where the damage can also be attributed to errors committed by the Buyer, liability shall be apportioned according to the degree of fault shown. To the extent that the Seller may be held liable for product damage in relation to third parties, the Buyer is obliged to indemnify the Seller for any liability imposed on the Seller that exceeds the Seller's liability under the above provisions. The Buyer is obliged to allow itself to be sued/filed in the same court/arbitration that handles claims for damages against the Seller from third parties in connection with products delivered by the Seller via the Buyer to third parties. The Seller is never liable for operating losses, loss of profit or other indirect losses.
In the event that delivery, timely delivery or defect-free delivery is prevented or delayed by events beyond the Seller's control, including but not limited to labour disputes, operational disruptions, transport difficulties or other third party failure or similar, the Seller may, without liability, postpone delivery or cancel the order in whole or in part at its option by notice to the Buyer as soon as possible.
Regardless of any proven negligence, the Seller's liability cannot include daily penalties, operating loss, loss of time or other indirect loss, irrespective of whether the liability is based on general compensation rules or basis. In the event that the Seller's supplier or other third party is liable to the Seller for delays or defects, the Seller will be prepared to provide the Buyer with transport in the Seller's claims against the supplier or third party.
In connection with the performance of the agreement, both parties may have access to confidential information and other confidential material from each other. Both parties warrant that they and their employees and subcontractors will treat the information received as confidential in every respect. This provision shall remain in force indefinitely. In addition to this provision, other provisions on confidentiality and trade secrets apply in accordance with Danish law.
These conditions apply to the extent that they have not been explicitly deviated from in writing between the Buyer and the Seller. Subsequent deviation from the agreement or the terms and conditions can only be made by drawing up a new agreement or written addendum to the agreement. The conditions may be revised and/or amended by the Seller at any time. However, agreements already concluded shall not be affected by this.
Disputes between the parties arising from the Terms, the Agreement or the Seller's services in general, and which cannot be resolved amicably between the parties, shall be settled in accordance with Danish law by the ordinary courts of law at the district court in Kolding.
SunPower2u.com ApS
CVR: 45563081
Innovations Alley 3
DK-7100 Vejle
Phone: +45 6141 4020
Email: contact @ sunpower2u.com