Introduction
1.1. These terms and conditions govern all sales of goods, offers, and other legal relationships and commercial agreements where the company PowerShelter B.V., with its principal office at Jacob van Lennepkade 155 H, 1054ZL, Amsterdam, The Netherlands, registered at the Chamber of Commerce of the Netherlands with identification number 90888189, including its subsidiaries and affiliates, (hereinafter all together referred to as ‘PowerShelter’), acts as a supplier of goods and/or services to another legal entity or natural person (hereinafter referred to as the ‘Customer’).
1.2. These terms and conditions govern all sales of goods, offers, and other legal relationships and commercial agreements where the company PowerShelter B.V., with its principal office at Jacob van Lennepkade 155 H, 1054ZL, Amsterdam, The Netherlands, registered at the Chamber of Commerce of the Netherlands with identification number 90888189, including its subsidiaries and affiliates, (hereinafter all together referred to as ‘PowerShelter’), acts as a supplier of goods and/or services to another legal entity or natural person (hereinafter referred to as the ‘Customer’).
1.3. PowerShelter and The Customer are together referred to in these terms and conditions as “The Parties”.
1.4. Any agreements concluded by PowerShelter within the application of these terms and conditions shall not extend to third parties unless the Parties agree otherwise, and such third parties are specifically included in any new or existing agreements.
Applicability
2.1. All offers and sales of goods and/or services, and other legal relationships and commercial agreements referred to in par. 1.1, shall be subject to the applicability of these terms and conditions after such agreement is confirmed by PowerShelter and the Customer in writing by signature or otherwise written mutual acceptance of a Purchase Order or commercial agreement of similar nature (hereinafter together referred to as the “Contract”) in which the sale of goods and/or services as agreed between the Parties shall be described and planned for delivery.
2.2. The terms and conditions are also applicable to any pricing offer (hereinafter the “Quotation”) communicated by PowerShelter to the Customer.
2.3. Before the Contract is concluded, these terms and conditions will be made available to the Customer for review by such electronic or digital communication that the Customer can store the terms and conditions in a durable electronic or non-electronic filing system.
2.4. If it is not reasonably possible to make these terms and conditions available to the Customer in any form of electronic or digital communication before the Contract between the Parties is to be concluded, a physical copy of the terms and conditions can be made available by courier or regular mail at the request of the Customer.
2.5. If additional terms and conditions apply in addition to these terms and conditions, such additional terms and conditions shall be communicated by PowerShelter to the Customer prior to the signing or written acceptance of the Contract.
2.6. These terms and conditions may be modified or supplemented by PowerShelter. No rights and obligations of the Customer shall be affected by such modifications or supplements during the effective period of the previous terms and conditions to which the Contract was concluded.
Quotation
3.1. Based on specific request(s) of the Customer and an indication of product(s) of interest and the quantity thereof, PowerShelter may facilitate a quotation. A quotation shall be non-binding and shall qualify merely as an invitation to the customer to agree to a Purchase Order with PowerShelter.
3.2. The Quotation is an offer of limited duration for acceptance by the Customer within 14 days after the issuing of the Quotation by PowerShelter. An alternative duration for validity or acceptance of the Quotation shall apply only when this is specified in the Quotation itself.
3.3. The Quotation is sufficiently detailed to allow the Customer to conduct an accurate assessment of the pricing structure offered by PowerShelter and to verify correctness of the submitted requests before the order of the product(s) is confirmed in a Purchase Order.
3.4. PowerShelter shall observe due care in informing the Customer of the specifications and technical features and functionalities of the products included in a Quotation, however, PowerShelter cannot warrant that these specifications are free from deviations. Any specifications made available to the customer in a Quotation shall be no more than indications of the products concerned in that Quotation.
3.5. Any pricing offers provided in the Quotation are not guaranteed and may be subject to change depending on further requests from the Customer. If such a change of the pricing offer occurs, PowerShelter shall inform the Customer of the change before issuing the Purchase Order for signature.
Orders
4.1. All goods and/or services presented by PowerShelter (hereinafter the ‘product(s)’) on the website (https://www.powershelter.com) are informative of nature and any obligations for PowerShelter to deliver such goods and/or services until the Parties confirm their agreement for the sale of such goods and/or services in a Purchase Order.
4.2. The Purchase Order shall contain information about the quantity and type of goods and/or services ordered by the Customer, and include a description of the product specifications, the method and terms of payment to PowerShelter, the method of delivery of the order, any costs associated with the shipping and delivery of the goods and/or services, and any additional terms and conditions as applicable.
4.3. PowerShelter shall include in the Purchase Order any additional product specifications and costs applicable to the products ordered by the Customer based on custom requests.
4.4. PowerShelter shall always be entitled to request the Customer for confirmation of the Purchase Order by requesting a signature or otherwise written confirmation of acceptance of the Purchase Order.
4.5. When the Customer accepts and confirms the Purchase Order by providing a signature from an authorised representative, a contractual relationship between the Parties shall arise and the Parties will be bound by these terms and conditions and the obligations of delivery and payment as specified in the Purchase Order.
4.5. The Customer consents to the use of electronic communications for the concluding of the Purchase Order. The costs incurred by the Customer when such electronic communications are used in relation to the Purchase Order shall be borne by the Customer and cannot be passed through to PowerShelter.
4.6 If PowerShelter executes or carries out any work for the Customer before the Purchase Order is effective, the Customer shall remunerate PowerShelter in accordance with customary rates payable upon receipt of an invoice.
Withdrawal of the Order
5.1. Orders are binding upon acceptance by the Customer and confirmation by PowerShelter. The Customer has no right to unilaterally cancel an Order once accepted, except as expressly set out in this Section 5.
5.2. The Customer may request cancellation of an Order prior to commencement of production or procurement of the Products. Any such request must be made in writing and is subject to PowerShelter’s written approval.
5.3. If PowerShelter agrees to a cancellation under Section 5.2, the Customer shall reimburse PowerShelter for all costs incurred up to the effective date of cancellation, including but not limited to design, engineering, procurement, manufacturing preparation, and administrative costs.
5.4. Once production, customization, or procurement of the Products has commenced, cancellation is no longer possible, unless expressly agreed in writing by PowerShelter.
5.5. Cancellation of an Order does not affect any payment obligations accrued prior to the effective date of cancellation.
Transport and Delivery
6.1. The products ordered by the Customer shall be delivered directly to the shipping location as designated by the Customer.
6.2. Standard delivery times are observed and shall be on regular business days from Monday to Friday, between 08.00h and 16.00h in Europe, with the exclusion of public holidays as applicable in each significant country.
6.3. The delivery time for international shipping orders outside the European Economic Area shall be determined on a case-by-case basis and communicated to the Customer by PowerShelter.
6.4. The Customer will be charged by PowerShelter for the costs of shipping of the delivery to the designated shipping location. These costs will be indicated as shipping costs on the Quote and invoice.
6.5. PowerShelter shall guarantee that the products in the order shall be shipped to the Customer in sufficient packaging to ensure compliance with the applicable government regulations with regard to the packaging of products delivered.
6.6. In the case that the method of delivery is arranged by special request of the Customer, the Customer shall bear the risk and any additional costs associated with this mode of transport.
6.7. The Customer may not refuse the delivery of the products as delivered by PowerShelter on the specified shipping destination as requested by the Customer.
6.8. Any such costs resulting from the refusal or failure of delivery of the products at the indicated shipping address as defined by the Customer and communicated to PowerShelter shall be invoiced to the Customer.
Installation
7.1. The service of installation, assembling and/or testing of the products by PowerShelter on the delivery location of the Customer, if any, shall not be included in the standard product fees unless this has been agreed in writing between PowerShelter and the Customer in the Order.
7.2. PowerShelter shall hold no responsibility to facilitate a location, venue, or any required electronic equipment including power outlets and main access points for the Customer for the installation of the products ordered in the Order, nor shall PowerShelter hold any liability for damages resulting from the installation of the products by the Customer on a location that is unsuitable for the normal use and/or the maintenance of the products.
Pricing
8.1. All PowerShelter prices are in EUR unless expressly stated otherwise in the Quotation or Order. If pricing is stated in another currency than EUR, the applicable exchange rate of the pricing to EUR shall be determined and attached to the pricing structure proposed to the Customer. Each such price in another currency than EUR is to be determined based on the equivalent price at the date of the issuance of the pricing offer.
8.2. All prices are exclusive of value added tax or any other sales tax as applicable in the countries of dispatch and delivery. All costs of packaging, dispatch, import and export duties and taxes, and any other surcharges, levies or taxes imposed or charged with respect to the products in the Order, and the cost for transportation and delivery of the products, shall be passed through to the Customer.
8.3. Pricing provided by PowerShelter is only binding upon written acceptance of the Quotation, constituting an Order.
8.4. Any additional applicable costs for installation, assembly, delivery and other services requested and provided for the Customer shall be specified in the Order and invoiced to the Customer in accordance with the payment terms set out therein.
8.5. Any prices provided in Quotations or any type of publication by PowerShelter are not guaranteed and may be subject to change.
8.6. PowerShelter may apply an annual indexation to its prices based on inflation as proven in the European Union’s HCIP and with a maximum of 10% per year as applicable.
Payment Terms
9.1. PowerShelter shall issue an invoice to the Customer following acceptance of the applicable Order. All payments invoiced to the Customer by PowerShelter may be paid by electronic bank transfer to NL11 BUNQ 2095 1695 06, or another account as specified on the invoice.
9.2. PowerShelter will invoice 100% of the product fees to the Customer immediately after confirmation of the Order, to be paid by the Customer within thirty (30) days after receipt of the invoice.
9.3. Alternative payment terms may be agreed between PowerShelter and the Customer as appropriate to the nature and size of the order. If any, such alternative payment terms shall be set out in the Order and supersede the terms set out in this section 9.
9.4. PowerShelter reserves the right to suspend delivery of Products and/or Services if payment is overdue, without prejudice to any other rights or remedies available to PowerShelter.
. Maintenance Services
10.1. The Customer has the possibility to purchase a Maintenance Service which covers the cost of maintenance of the products purchased by the customer on an annual or six (6) months’ frequency to be determined and included in the Order.
10.2. For the duration of the Maintenance Service, PowerShelter will facilitate the maintenance and repairs of the products purchased by the Customer to the extent that such work is required as a result of regular wear and tear through normal use.
10.3. To use the maintenance service, the Customer shall indicate the needed frequency of the Maintenance Service during any year and submit a request to schedule the use of such services at least 60 days prior to the aimed time of carrying out the maintenance services. PowerShelter shall provide its best efforts to schedule an appropriate time and date with the Customer for these services to be performed on site.
Termination
11.1. If the Customer should be able to establish that the products delivered by PowerShelter demonstrate a material deviation from the product specifications and information provided and agreed in the Order, the Customer shall have the right to terminate the Order, within a reasonable time after delivery of the products, but no later than fifteen (15) days after delivery of the products by PowerShelter, to the extent that such termination of the Order is necessary without prejudice to PowerShelter’s rights and obligations under Section 12 (Warranty) and Section 14 (Limitation of Liability).
11.2. In the event that a request for termination is granted by PowerShelter and the Customer has sufficiently proven the material deviation of the delivered products in accordance with the Order, PowerShelter and the Customer will work together to find a suitable consensus to organise the return of the products to PowerShelter and the restitution of paid product fees by PowerShelter to the Customer.
11.3. In the event of a termination of the Order in accordance with this section, the shipping and delivery costs shall not be restituted to the Customer
Liability and Warranty
12.3. PowerShelter warrants that, for a period of two (2) years from the date of delivery of the Products to the Customer (the “Warranty Period”), the Products will materially conform to the specifications set out in the applicable Order and will be free from defects in materials and workmanship under normal and intended use in accordance with PowerShelter’s Documentation.
12.2. This warranty does not apply to (a) consumables and items subject to normal wear and tear, (b) damage caused by misuse, abuse, neglect, improper storage, vandalism, accident, or unauthorized modifications, (c) installation, commissioning, maintenance, repair, or relocation performed by anyone other than PowerShelter or a properly certified party, unless expressly approved in writing by PowerShelter, (d) use of the Products in a manner inconsistent with Documentation, applicable law, or safety requirements, (e) defects caused by third-party products, components, or services not supplied by PowerShelter, including but not limited to batteries/chargers/cables supplied by the Customer or end users, and (f) cosmetic issues that do not materially affect functionality.
12.3. The Customer must notify PowerShelter in writing of any warranty claim without undue delay after discovery and in any event within the Warranty Period, providing reasonable detail of the issue, the affected unit/serial number(s), photos/logs where relevant, and the conditions of use. PowerShelter may require reasonable access to diagnose the issue remotely and/or on site. Warranty claims must be submitted in writing by contacting PowerShelter at warranty@powershelter.com.
12.4. If a Product is confirmed by PowerShelter to be defective and covered by this warranty, PowerShelter will, at its option, (a) repair the Product, (b) replace the defective Product or component with a repaired or replacement unit/component, or (c) refund the price paid for the defective Product (or the affected portion thereof) upon return of the defective Product, in each case as PowerShelter determines appropriate. These remedies are the Customer’s exclusive remedies for breach of warranty.
12.5. Unless otherwise agreed in the Order, PowerShelter will determine the most appropriate logistics method for repair/replacement. The allocation of shipping and on-site labor costs will be set out in the Order or, if not specified, handled as follows: (a) for defects confirmed within the first seven (7) days after delivery, PowerShelter bears reasonable shipment costs for replacement parts/units; (b) thereafter, each Party bears its own internal costs and PowerShelter bears outbound shipment of warranty replacement parts/units, unless the defect is attributable to Customer actions or an excluded cause.
DISCLAIMER
EXCEPT AS EXPRESSLY SET OUT IN SECTION 12 (WARRANTY), THE PRODUCTS, SERVICES, DOCUMENTATION, AND ANY RELATED INFORMATION PROVIDED BY POWERSHELTER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POWERSHELTER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, AND/OR NON-INFRINGEMENT. POWERSHELTER DOES NOT WARRANT THAT THE PRODUCTS WILL MEET THE CUSTOMER’S SPECIFIC OPERATIONAL, COMMERCIAL, TECHNICAL, OR REGULATORY REQUIREMENTS UNLESS EXPRESSLY AGREED IN WRITING IN THE APPLICABLE ORDER. ANY TECHNICAL, COMMERCIAL, OR OPERATIONAL INFORMATION, ESTIMATES, SPECIFICATIONS, OR RECOMMENDATIONS PROVIDED BY POWERSHELTER OUTSIDE THE SCOPE OF AN ACCEPTED ORDER ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT CREATE ANY BINDING OBLIGATIONS OR WARRANTIES. NOTHING IN THIS SECTION 13 SHALL LIMIT OR EXCLUDE POWERSHELTER’S EXPRESS OBLIGATIONS UNDER SECTION 12 (WARRANTY), SECTION 14 (LIMITATION OF LIABILITY), OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability and Indemnification
14.1. To the maximum extent permitted by applicable law, PowerShelter shall only be liable for direct damages arising out of or in connection with the performance or non-performance of an Order or these Terms and Conditions.
14.2. PowerShelter shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, loss of data, business interruption, or loss of use, even if PowerShelter has been advised of the possibility of such damages.
14.3. The aggregate, cumulative, and total liability of PowerShelter arising out of or in connection with any Order or these Terms and Conditions shall in all cases be limited to the total amount paid by the Customer to PowerShelter under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.
14.4. The limitations of liability set out in this Section 14 shall apply regardless of the legal basis of the claim, whether in contract, tort (including negligence), strict liability, or otherwise.
14.5. Nothing in these Terms and Conditions shall exclude or limit PowerShelter’s liability for (a) death or personal injury caused by its negligence, (b) wilful misconduct or gross negligence by PowerShelter’s executive management, or (c) any other liability that cannot be excluded or limited under applicable law.
14.6. The Customer shall indemnify and hold harmless PowerShelter from and against any third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with (a) the Customer’s installation, operation, use, or maintenance of the Products in a manner not in accordance with the Documentation or applicable law, (b) unauthorized modifications or repairs performed by or on behalf of the Customer, or (c) use of third-party components, batteries, chargers, or cables not supplied or approved by PowerShelter.
14.7. PowerShelter shall remain responsible for defects in design or manufacture of the Products to the extent covered under Section 12 (Warranty), subject to the limitations set out in this Section 14
Marketing
15.1. By accepting these terms and conditions, the Customer consents to support PowerShelter in the pursuance of promotional materials and marketing campaigns for the purpose of showcasing its customer portfolio and experiences. This support can consist of press-releases, marketing-outings, customer success stories and other types of endorsements, which will strengthen the Customer and PowerShelter respectively, as well as the partnership and the derived benefits for both partners.
15.2. If the Customer wishes to refuse such consent in its partnership with PowerShelter, the Customer may indicate this to PowerShelter in writing prior to the signing of the Order.
15.3. Refusal of consent as set out in this Section 15 shall not prevent the Customer from the opportunity to reach agreement with PowerShelter on any sale of goods and/or services.
Personal Data Protection
PowerShelter complies with its information obligation to the Customer in accordance with Article 13 of the General Data Protection Regulation (Regulation (EU) 2016/679) (hereinafter referred to as ‘GDPR’) in relation to the processing of the Customer’s personal data for the purposes of performing the Order, negotiating the Order or other agreements between the Parties, and fulfilling PowerShelter’s legal obligations as a seller of goods and/or services.
For further details on how PowerShelter collects, uses, shares, and retains personal data, the Customer is referred to PowerShelter’s Privacy Policy available at https://powershelter.com/legal/privacy-policy. The Privacy Policy applies in addition to these Terms and Conditions.
Force Majeure
Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, government actions, labor disputes, or supply chain disruptions. The affected Party shall promptly notify the other and use reasonable efforts to resume performance. If the disruption continues for more than sixty (60) days, either Party may terminate the Order without penalty.
Final Provisions
18.1. These terms and conditions and any contracts to which they are applicable are governed by the laws of the Kingdom of the Netherlands, unless another jurisdiction is defined to govern the relationship between PowerShelter and the Customer in the Order or other such Contract underlying the relationship between the Parties.
18.2. PowerShelter and Customer shall discuss in good faith a resolution to any conflict or dispute that may arise under the Order.
18.3. In the failure to a suitable resolution of the conflict between PowerShelter and Customer, the courts of Amsterdam, or an alternative competent court in the Member States of the European Union, shall have primary jurisdiction to settle any dispute between PowerShelter and the Customer. PowerShelter shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction.
Contact: Legal@powershelter.com