These Terms and Conditions of Sale and Delivery apply to all deliveries of products and services from Energy Cool Global ApS (the “Seller”) and its affiliated EU subsidiaries to business customers (B2B), unless otherwise agreed in writing.
Company details:
Company name: Energy Cool Global ApS
VAT no.: DK45291189
Address: Prins Georgs Kvarter 13, 7000 Fredericia, Denmark
Phone: +45 70 26 25 29
Email: info@energy-cool.com
Website: https://energy-cool.com/
Jurisdiction and governing law: All agreements are entered into under Danish law. Any dispute arising in connection with these Terms and Conditions shall be settled by the Danish courts, unless otherwise agreed in writing.
1.1 These Terms and Conditions (the “Terms”) apply to all offers, sales, and deliveries of products and services from the Seller.
1.2 The Terms apply to business-to-business transactions (B2B) and govern all agreements between the Seller and the Buyer unless otherwise agreed in writing. The Terms apply regardless of the Buyer’s location unless mandatory national law in a specific EU country requires special conditions.
1.3 In case of discrepancies between these Terms and the Buyer’s general purchasing terms, these Terms shall prevail unless expressly agreed otherwise in writing.
1.4 The Seller reserves the right to change the Terms without prior notice. Changes will apply to all orders placed after the updated version is published on the Seller’s website or communicated otherwise.
1.5 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2.1 “Interim sale” means that after the Seller has submitted an offer to the Buyer, the Seller sells the offered product or system to a third party before the Buyer’s acceptance has reached the Seller.
2.2 “Commissioning time” means the time when the system has been delivered, installed, and either put into operation by the Buyer or declared ready for operation by the Buyer.
2.3 “Technical documentation” means any technical information, drawings, specifications, images, and other material made available by the Seller to the Buyer, whether delivered in physical, electronic, or other form.
All offers made by the Seller are non-binding and valid for 30 days from the date of the offer unless otherwise agreed in writing. The offer automatically lapses after this period unless the Buyer has accepted it in writing within the deadline. The Seller reserves the right to sell the offered product or system to another party as long as the Buyer’s written acceptance has not reached the Seller (cf. section 2.1 on interim sale).
3.1.1 Offer prices are based on applicable raw material prices, exchange rates, and other costs at the time the offer is made. The Seller reserves the right to adjust prices in the event of significant changes in these factors up to the time of acceptance of the offer.
A binding agreement between the Seller and the Buyer is only concluded when the Seller has sent a written order confirmation. The Buyer must review the order confirmation and immediately notify the Seller of any discrepancies. Otherwise, the order confirmation is deemed accepted.
Any changes or cancellations of a confirmed order require the Seller’s written consent. Such changes may result in adjustments to price, delivery time, and other terms.
3.3.1 The Seller reserves the right to cancel or amend an offer in the event of obvious errors in price, calculation, or content.
3.3.2 Any change to an offer from the customer shall be considered a new inquiry and requires a new written approval from the Seller.
3.4 If new laws or regulations enter into force that affect the Seller’s ability to deliver in accordance with the offer, the Seller reserves the right to cancel or revise the offer.
3.5 Unless otherwise agreed in writing, costs for transport and delivery are not included in the offer price.
3.5.1 Packaging and transport costs are not included in the offer price.
3.6 Customs, transportation, and local taxes are not included in the offer price unless specifically stated in the offer.
All statements and information regarding weight, dimensions, capacities, prices, and technical or other data in the Seller’s marketing material, including catalogs, brochures, circulars, advertisements, images, and price lists, are for guidance only.
All technical documentation provided to the Buyer remains the property of the Seller.
Technical documentation may not, without the Seller’s consent, be used for purposes other than those intended by the transfer and may not be copied, reproduced, transferred, or disclosed to third parties without the Seller’s written consent.
If the Buyer does not accept the Seller’s offer, any technical documentation received by the Buyer must be returned to the Seller.
The Seller reserves the right, without prior notice to the Buyer, to make such changes in design—choice of materials, execution, etc.—as the Seller deems necessary. However, the Seller is obliged to ensure that such changes do not result in a deterioration of the sold item’s quality, capacity, or essential usability.
Changes made do not entitle the Buyer to any form of compensation.
Unless otherwise agreed in writing, delivery of products and services from the Seller takes place in accordance with Incoterms 2020 EXW (Ex Works). The Buyer bears all costs and risks associated with transport from the Seller’s location.
The stated delivery time is indicative unless otherwise agreed in writing. The Seller endeavors to comply with the agreed delivery time but is not liable for delays caused by:
The Seller shall inform the Buyer of any delays as soon as possible.
Sales are, as a rule, EXW (Ex Works). The Buyer therefore bears all costs and risks associated with transport of the purchased item from the Seller’s location. The Buyer is obliged to take out transport insurance in accordance with § 6.
6.1.1 If the Seller undertakes installation of the purchased item, transport costs are included in the offer. However, the risk associated with transport still passes to the Buyer from the Seller’s location (EXW), and the Buyer is obliged to take out transport insurance, cf. § 6.
6.1.2 The provisions in 6.1 and 6.1.1 also apply if delivery is made directly from the Seller’s subcontractor.
The Seller reserves the right to make partial deliveries unless otherwise agreed. Each partial delivery is invoiced separately and must be paid in accordance with the agreed payment terms.
The Buyer is obliged to receive the delivery at the time of delivery. If the Buyer fails to receive the delivery at the agreed time, the Seller is entitled to store the products at the Buyer’s expense and risk and to invoice the delivery as completed.
Upon receipt, the Buyer must immediately inspect the products for visible damage or defects. Any claims must be submitted in writing to the Seller within 14 days of receipt; otherwise, the delivery is deemed accepted.
Unless otherwise agreed in writing, invoicing from the Seller will take place as follows: 35% upon the Seller’s order confirmation, 35% upon dispatch from the Seller’s premises of the item sold (or, if delivered in several consignments, the main parts), or when these are declared ready for dispatch, and 30% within 8 days after the Commissioning time.
Payment terms are net 14 days from invoice date unless otherwise agreed in writing.
If the Buyer fails to pay on time, the Seller is entitled to charge default interest from the due date until payment is made at the rate applicable under the Danish Interest Act, corresponding to the lending rate set by the National Bank as of the most recent 1 July or 1 January plus 7%.
7.1 If payment is more than 15 days overdue, the Seller reserves the right to: (i) stop further deliveries to the Buyer until payment is received; (ii) require prepayment for future orders; and/or (iii) refer the claim to debt collection, with all costs borne by the Buyer.
The place of performance for the Buyer’s payment obligation is the Seller’s place of business.
The Seller retains title to the goods sold until the purchase price has been paid in full. Payment by cheque, bill of exchange, promissory note, or any electronic means is not considered payment until the amount has been credited to the account designated by the Seller without possibility of reversal.
If the Buyer breaches payment obligations, the Seller is entitled to demand the return of the goods at the Buyer’s expense, without prejudice to the Seller’s right to further claims arising from the breach.
Unless otherwise agreed in writing, any stated Commissioning time is set to the Seller’s best estimate.
If the Seller believes that the agreed delivery or Commissioning time cannot be met, the Seller must notify the Buyer in writing and provide a new expected time.
The Seller assumes no liability for the Buyer’s direct or indirect losses due to exceeding delivery times. If the delay must be considered material, the Buyer is, however, entitled to cancel the order.
Claims must be made in writing without undue delay. The Buyer bears the costs of returning defective parts to the Seller for inspection.
For 1 year from delivery or Commissioning time, the Seller undertakes to remedy documented defects by repair or replacement at the Seller’s discretion. Replaced parts follow the original claim period.
For new parts inserted in connection with repairs pursuant to §10.2, the claim period expires at the same time as the period under §10.2.
The Seller’s obligations under §10.2 do not apply if the defect is due to:
The Seller’s liability for damages can never exceed 10% of the portion of the agreed purchase price corresponding to the part of the delivery that is defective or delayed.
The Seller cannot be required to compensate for indirect losses caused by defects in the item sold. Indirect losses include, among others, loss of production, loss of profit, or losses caused by leakage of refrigerant; the Seller is not obliged to refill refrigerant. This clause applies both in the case of accidental damage and in the case of damage caused by simple negligence on the part of the Seller.
The Seller can only be held liable for damage to property primarily intended for business use if the Buyer documents that the damage was caused by an error made by the Seller. Liability for property damage, including damage to the Buyer’s own products, is limited to DKK 500,000.
The Seller is not liable for loss of production, loss of profit, or other indirect losses.
The Buyer shall indemnify the Seller to the extent the Seller incurs liability to third parties for damage or loss that exceeds the limitations set out above. The Buyer is obliged to submit to jurisdiction before the same court that handles any claim against the Seller.
If a third party brings a claim for product liability, the parties are obliged to notify each other and report the claim to their insurance companies.
The Buyer must ensure that any end customers or partners are properly informed about the product’s characteristics, including by adding necessary descriptions and warnings in instructions, packaging, and other material, and should, as far as possible, ensure that this practice is maintained in subsequent distribution stages.
The following circumstances entail exemption from liability for the parties if they prevent performance of the agreement or make performance unreasonably burdensome: labor disputes, strikes, lockouts, and any other circumstances beyond the parties’ control, including but not limited to fire, war, mobilization or unforeseen military call-ups, public orders, confiscation, currency restrictions, riots and civil commotion, lack of means of transport, irregularities in the supply of electricity, water, and other utilities, general shortage of goods, rejection of major works, as well as defects in or delays of deliveries from subcontractors due to any of the circumstances mentioned in this section.
The party invoking exemption from liability or force majeure must notify the other party in writing without undue delay of the occurrence and cessation of the event.
Either party is entitled to terminate the agreement by written notice to the other party if performance becomes impossible due to the circumstances mentioned above.
From the time risk passes from the Seller to the Buyer, the Buyer is obliged to take out comprehensive (All-Risk) insurance covering machines/machine parts and all installation costs. The insurance must remain in effect until final payment to the Seller has been made.
Until payment has been made, the Seller is entitled at any time to request documentation that §13.1 is fulfilled.
The Buyer is responsible for obtaining all permits necessary to carry out the delivery and for bearing the associated costs.
If installation is included in the purchase agreement, the conditions in this §15 apply.
The Buyer must ensure that installation work can begin at the agreed time and that the Buyer’s and other suppliers’ work is coordinated so that the Seller’s installation can be completed without interruption. The site must be tidy and ready for installation so that work can commence without delay.
If the installation work requires changes or repairs to the Buyer’s existing buildings, fixtures, or other systems, the Buyer is responsible for arranging and paying for this.
The Buyer must inform the Seller if the work mentioned above affects the delivery, including if the Commissioning time is postponed. In such cases, the Seller’s delivery obligations are postponed accordingly. The Seller’s costs in connection with delays caused by the Buyer or the Buyer’s other suppliers shall be borne by the Buyer.
If the Buyer’s own personnel perform the installation under the supervision of an installation manager dispatched by the Seller, the above also applies; furthermore, all necessary system components must be available.
The Buyer may not employ the Seller’s personnel for any work other than what is expressly agreed without the Seller’s prior written consent. If the Buyer, contrary to this, uses the Seller’s personnel for other work than what is agreed in writing, the Seller assumes no responsibility for the personnel or the work performed. Any liability under Danish Law DL 3-19-2 shall thus rest with the Buyer.
The Buyer shall provide free of charge, at the times requested by the Seller: auxiliary personnel, equipment and facilities for bringing in, internal transport at the installation site, placing parts on foundations, bolting down, cleaning, security, crane assistance, scaffolding, shielding, lighting, power, water, steam, compressed air, heating, and oil etc.
The Buyer shall inform the Seller of the applicable safety regulations at the installation site, and the Seller undertakes to instruct its dispatched personnel to comply with these.
Any work arising from the Buyer not wishing the system to be put into operation immediately after installation will be considered extra work.
Delays and extra work will be invoiced separately according to day rates.
Disputes arising out of the purchase agreement shall be settled under Danish law, excluding conflict-of-law rules.