1. Introduction and Parties
1.1. Generator is a portable fuel cell based smart generator.
1.2. Seller is PowerUp Fuel Cells OÜ, a company registered in the Republic of Estonia, under registry code 14110442 (Seller, we, us or our). Our contact information is as follows:
PowerUp Fuel Cells OÜ
Akadeemia tee 23, Tallinn 12618, Estonia
e‑mail: info@powerup-tech.com
phone: +372 5036963
Website www.powerup-tech.com (Website)
1.3. Buyer (you) is the customer who places an order to buy a Generator and/or its accessories or enters into an agreement for the sale of a Generator and/or its accessories (Agreement) with the Seller. The Buyer may be a natural person who concludes a transaction not related to economic or professional activities (Consumer) or a person who concludes a transaction which is related to economic or professional activities (Trader).
1.4. These general terms and conditions of sale (T&C) apply to any Order placed by a Buyer, any Price Offer made by us and to any Agreement entered into during the validity of the T&C. The T&C apply equally to Consumers as well as Traders, except where it is clearly indicated that a term is applicable to Consumers or to Traders only.
1.5. The provisions of the Agreement and this T&C are severable. If any provision is held to be illegal, invalid, void or enforceable, in whole or in part, the validity of the remaining provisions of the Agreement and/or the T&C shall not be affected thereby, and the parties shall replace or amend any invalid provision or part thereof with a legally acceptable alternative that meets or most closely meets the original intention of the parties.
2. Generator Configuration, Quotation, Order
2.1. The general characteristics and technical data as well as options of features of Generators offered for sale by us are shown on our Website. We may be able to customize the Generators and/or accessories according to your specifications, but such modifications will be agreed separately with you.
2.2. Our Sales representative will collect all the Buyer´s requirements and preferences (color) regarding the Generator (Generator Configuration) and it´s accessories as well as the Buyers contact information, including the place and way of delivery.
2.3. Based on the information indicated in 2.2 we will send the Buyer a quotation for the Generator and any accessories (Quotation) by e mail. The Quotation will include at least the following terms:
2.3.1. confirmed configuration of the Generator, including base model plus optional features selected and available;
2.3.2. confirmed accessories (Accessories);
2.3.3. total price of all items in the Quotation: the Generator, accessories, additional services, excluding the delivery cost (Final Price);
2.3.4. installation cost (if applicable)
2.3.5. estimated costs of delivery (Delivery Costs);
2.3.6. estimated time of delivery;
2.3.7. place of delivery;
2.3.8. terms of payment;
2.3.9. estimated lead time;
2.3.10. length of product warranty;
2.3.11. period of validity of the Quotation.
2.4. The Buyer has placed an order for a Generator (or several Generators) with the specific Generator Configurations, accessories, installation or transport (Order) once they have sent the Seller a PO (Purchase Order) based on the Quotation they received or sent back an e-mail confirmation to the Quotation.
2.5. After receiving the PO or confirmation to the Quotation from the Buyer the Order is placed and an invoice (Advance Invoice) for advance payment (Advance Payment) which equals to 50 % of the Final Price unless otherwise indicated on the Advance Invoice. By making the Advance Payment by the term of payment indicated on the Advance Invoice, you have accepted our offer to sell and deliver the Generator, accessories and additional services on terms specified in the Quotation and in these T&C.
2.6. An Agreement shall be deemed to have been concluded between you and us on terms specified in the Quotation and in these T&C when the Advance Payment has been received in full on our account indicated in the Advance Invoice.
2.7. In case you do not make the Advance Payment by the term of payment indicated in the Advance Invoice, the Quotation is no longer binding, and we have no obligation to deliver the Order to you.
2.8. In case you would like to make changes in the Generator Configuration, accessories, additional services or the place or way of delivery confirmed in the Quotation after the Advance Payment has been made, please contact us. The availability of the changes will be subject to whether or not the production process has been started. If the changes are still possible, then we will send you a new Quotation adjusted accordingly.
3. Final Price and Delivery Costs
3.1. The Final Price, including any applicable taxes is shown in the Quotation.
3.2. The Final Price does not include Delivery Costs of the Generator and accessories.
3.3. The amount of Delivery Costs depends on the place and type of delivery chosen by you. The delivery type options (courier, pick-up etc.) and principles of calculation of Delivery Costs are shown on our Website.
3.4. The exact amount of Delivery Costs, including any applicable taxes, is indicated in the final invoice.
4. Payment
4.1. You will pay the Advance Payment and the Final Payment (as defined below) for the Order and the Delivery Costs by transfer of funds to our account according to our invoices sent to your e‑mail address.
4.2. The payment terms are indicated in our invoices.
4.3. In case of delay in payment, we are entitled to claim from you fine for delay (i) in the amount of 0.05 % of the unpaid amount per each day in delay from Consumer; and (ii) in the amount of 0.2 % of the unpaid amount per each day in delay from Trader.
4.4. The Advance Payment constitutes a part of the Final Price and it shall be deducted from the Final Payment (as defined below).
5. Final Payment and Delivery
5.1. The time of delivery shown in the Quotation is only estimated, because we may not have completed the development of the Generator or begun manufacturing the Generator at the time when we make the Quotation. The actual delivery date is dependent on many factors, including manufacturing availability. We do not have any obligation to start manufacturing the Generator until you have accepted the Quotation by making the Advance Payment.
5.2. When the Generator is ready for delivery, we will send you an invoice (Final Invoice) for payment of the outstanding amount of the Final Price (Final Payment), Delivery Costs and any additional costs agreed with you.
5.3. The Final Payment is calculated by deducting the amount of the Advance Payment from the Final Price (e.g. if the Final Price is EUR 8 000 and you have made an Advance Payment in the amount of EUR 4 000, then the Final Payment is EUR 4 000).
5.4. We have the obligation to deliver the Generator to you only on the condition that you have fully paid the Final Invoice. When the amount of the Final Invoice is received on our account, we will inform you of the time of delivery of the Order by e-mail.
5.5. When you are in delay in payment of the Final Invoice for more than 7 days and have not made the Final Payment within a reasonable additional term we have granted to you, we have the right to withdraw from the Agreement. In this case we have no obligation to manufacture and deliver the Order to you. We are also entitled to a penalty fee equaling the amount of the Advance Payment (Penalty Fee).
5.6. Unless otherwise agreed with you, we will arrange the delivery of the Order to the place of delivery by the type of delivery indicated in the Quotation.
5.7. Upon your request, we will hand over the Order in our works to you or to a carrier designated by you. In such cases, our obligation to deliver the Order is deemed to have been performed by handing the Order over to you or the carrier, respectively.
5.8. With the Generator and accessories, we will hand over to you all documents relating to the Generator and accessories, including manual for safety, installation, maintenance and use of the Generator/accessories.
5.9. The risk of accidental loss of or damage to the Generator as well as the ownership to the Generator passes from us to you upon delivery of the Generator.
5.10. The Buyer shall not be entitled to refrain from accepting the Generator due to minor defects which do not prevent the normal operation of the Generator, provided that the Seller has agreed to remedy such defects after the delivery of the Generator in compliance with the Quotation.
5.11. If the Seller is unable to deliver the Generator at the place of delivery due to any circumstances attributable to the Buyer, the Seller may deposit the Generator with a third party whose economic activities include the deposit of movables of the corresponding type for reasonable costs at the expense of the Buyer. In such case the risk of accidental loss of or damage to the Generator shall pass to the Buyer upon storage.
6. Warranty and Liability
6.1. Please refer to the Product Warranty and Liability document available from us on request.
6.2. In case you purchase our Demo Product, please refer to the product liability waiver sent by us.
7. Consumer’s right of withdrawal
7.1. If you are a Consumer, you may withdraw from the Agreement within 14 days as of the delivery of the Order to you, without giving any reason.
7.2. In order to withdraw from the Agreement, you should send us an unequivocal application for withdrawal e-mail to our address indicated in Clause 1.2. above. In your application for withdrawal, please indicate your name, address, e-mail address and phone number as well as the time of delivery of the Order. We will contact you to provide you with shipping information and additional details for return of the Order where necessary. We will refund you to the bank account used by you for making the payment(s) to us.
7.3. After you have returned the Generator and/or accessories to us, we shall return you all payments received from you based on the Agreement, including Advance Payment, Final Payment and Delivery Costs. If you have expressly opted for a type of delivery other than the least expensive type of standard delivery offered by us, we shall not reimburse you for the costs which exceed the costs relating to the standard type of delivery.
7.4. If you withdraw from the Agreement, you shall return the Generator to us immediately but not later than after 14 days as of making the application for withdrawal or deliver the Order to us or a person indicated by us. You will bear the direct costs relating to the return of the Order. We shall not return you the payments received from you until we have received the Order, or you have supplied evidence of having sent the Order back to us.
7.5. In case of any deterioration of the Generator subject to return, you are liable for the diminished value of the Generator, if you have used the Generator in a manner other than what is necessary to establish the nature, characteristics and functioning of the Generator.
8. Personal data processing
8.1. Your personal data will be processed in accordance with our privacy policy which is available on our Website here http://new.powerup-tech.com/privacy-policy/.
9. Applicable law and place of jurisdiction
9.1. The Order, the Quotation, the Agreement and the T&C shall be governed by the laws of the Republic of Estonia. This does not deprive the Consumer of the protection afforded to the Consumer by the mandatory rules of their state of residence.
9.2. If you have any questions or claims regarding the Order, please contact us by phone, mail, e‑mail or through the Website indicated in Clause 1.2. above.
9.3. Any dispute arising from any Order, Quotation or Agreement shall be solved by means of amicable negotiations.
9.4. Any unsolved disputes between us and Traders shall be resolved in the courts of the Republic of Estonia, Harju County Court being the court of first instance.
9.5. A Consumer who is a resident of the Republic of Estonia may submit an application for resolving a dispute to the Consumer Disputes Committee or to an Estonian court. Information on the proceedings of the Consumer Disputes Committee can be found and an application can be submitted here. Resolution of a dispute by the Consumer Disputes Committee is free of charge. If the Consumer is not a resident of the Republic of Estonia, disputes can be solved with the help of relevant national contact point of the European Consumer Centre Network. A Consumer may file its complaint also by using the Online Dispute Resolution platform which is available here.