Our Standard Terms & Conditions

1. Introduction 

   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’). 

   2. PowerShelter and The Customer are together referred to in these terms and conditions as “The Parties”. 

   3. 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. 

2. Applicability 

   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. The terms and conditions are also applicable to any pricing offer (hereinafter the “Quotation”) communicated by PowerShelter to the Customer. 

   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. 

   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. 

   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. 

   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. 

3. The Purchase Order 

   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.

   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. 

   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. 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. 

   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. 

   6. 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. 

   7. 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. 

4. Quotation 

   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. 

   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. 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. 

   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.

   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. 

5. Withdrawal of the Purchase Order 

   1.  The Customer has a right to withdraw from the Purchase Order at no cost for up to seven (7) days after signing the Purchase Order. The Customer must submit such a request to PowerShelter by email with attachment of a reasonable explanation of reason for the withdrawal. 

   2. If the Customer requests for the cancellation of an order after the seventh day after signature of the Purchase Order but before the fourteenth (14th) day, withdrawal shall be granted to the Customer upon demonstration of a reason of business for withdrawal. However, the Customer shall be obligated to pay the shipping and administration costs for the processing of the order within thirty (30) days after invoicing by PowerShelter. 

6. Transport and Delivery 

   1. The products ordered by the Customer shall be delivered directly to the shipping location as designated by the Customer in the Purchase Order. 

   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. 

   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 in the Purchase Order. 

   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 Contract. 

   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. 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. 

   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 prior to the signing of the Purchase Order. 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. 

7. Installation

   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 Purchase Order.

   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 Purchase 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. 

8. Pricing 

   1. All PowerShelter prices are in EUR/USD unless expressly stated otherwise in the Quotation or Purchase Order. If pricing is stated in another currency than EUR/USD, the applicable exchange rate of the pricing to EUR/USD shall be determined and attached to the pricing structure proposed to the Customer. Each such price in another currency than EUR/USD is to be determined based on the equivalent price at the date of the issuance of the pricing offer. 

   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 Purchase Order, and the cost for transportation and delivery of the products, shall be passed through to the Customer.  

   3. Pricing provided by PowerShelter is only binding upon the Parties when after the mutual signing of the Purchase Order. 

   4. Any additional applicable costs for installation, assembly, delivery and other services requested and provided for the Customer shall be specified in the Purchase Order and invoiced to the Customer in accordance with the payment terms set out therein. 

   5. Any prices provided in Quotations or any type of publication by PowerShelter are not guaranteed and may be subject to change. 

   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. 

9. Payment Terms 

   1. All payments invoiced to the Customer by PowerShelter may be paid by electronic bank transfer to NL11 BUNQ 2095 1695 06.

   2. PowerShelter will invoice 50% of the product fees to the Customer immediately after the signing of the Purchase Order, to be paid by the Customer within fourteen (14) days after receipt of the invoice. 

   3. All remaining fees are invoiced to the Customer after delivery of the products at the indicated shipping address. Customer shall complete the payments in this invoice maximum thirty (30) days after receipt of the invoice. 

   4. 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 Purchase Order and supersede the terms set out in this section 9. 

10. Maintenance Services 

    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 Purchase Order. 

    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.  

    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. 

11. Termination 

    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 Purchase Order, the Customer shall have the right to terminate the Purchase Order, within a reasonable time after delivery of the products, but no later than thirty (30) days after delivery of the products by PowerShelter, to the extent that such termination of the Purchase Order is necessary and leaves PowerShelter free from any liability of any kind. 

    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 Purchase 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. 

    3. In the event of a termination of the Purchase Order in accordance with this section, the shipping and delivery costs shall not be restituted to the Customer.    

12. Liability and WARRANTY 

    1. PowerShelter guarantees the full quality and of all products sold to the Customer in accordance with the product specifications as provided in the Purchase Order, and thereby holds liability to the Customer that the goods are free of defects upon receipt thereof. 

    2. PowerShelter shall guarantee to the Customer that upon receipt of the goods, the goods are suitable for the purpose specified by the Customer upon agreement of the Purchase Order or for a purpose that is not unusual to the general use of the products sold to the Customer by PowerShelter. 

    3. PowerShelter shall be liable for the accurate delivery of the quantity and design of the products as agreed upon in the Purchase Order. 

    4. If the Customer establishes that (i) the product or a component of the product is defective, (ii) there is a defect in the design of the product or a component of the product, (iii) the products or specific components of the product do not comply with the specifications in the Purchase Order, (iv) the product otherwise shows significant failure to its intended use or safety requirements within 60 days after the date of delivery, the products shall be deemed to have been defective at the time of receipt thereof and PowerShelter shall replace the defective products or components of the products with equal products or components that are in compliance with the specifications set out in the Purchase Order. 

    5. The rights set out above arising out of liability for the defectiveness of the products delivered to the Customer shall not apply to products sold by PowerShelter at a discounted price for the purpose of a product that was established defective prior to the conclusion of a Purchase Order. 

    6. PowerShelter shall comply with the obligations in this section 13 in a timeframe that is possible for PowerShelter to deliver a replacement to the original order to Customer with due consideration of the additional delivery time that may be applicable depending on the distance of shipping. 

    7. PowerShelter shall not be liable for any damages of any kind resulting from the use of an unsafe, incomplete, or defective product by the Customer. 

13. Indemnification 

The Customer shall indemnify PowerShelter against any damages, losses, costs, claims or expenses incurred by the Customer in relation to any liability of PowerShelter towards a third party arising out of or in relation to any of the products supplied by PowerShelter or the operation or use thereof and whether arising out of negligence by PowerShelter or otherwise insofar as liability arises as a result of operating, using or otherwise dealing with the products in a manner that is not in accordance with the explicit instructions provided by PowerShelter or in conflict with the reasonable expectations for normal use of the products in the regular course of business

14. Marketing 

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.

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 Purchase Order. 

3. Refusal of consent as set out in this Section 16 shall not prevent the Customer from the opportunity to reach agreement with PowerShelter on any sale of goods and/or services. 

15. 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 the performance of the Purchase Order, for the purpose of the negotiating the Purchase Order or other such Contracts between the Parties, and for the purpose of fulfilling PowerShelter’s public legal obligations as a seller of goods and/or services.

16. Final Provisions

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 Purchase Order or other such Contract underlying the relationship between the Parties. 

2. PowerShelter and Customer shall discuss in good faith a resolution to any conflict or dispute that may arise under the Contract. 

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