Terms and Conditions of Sale and Delivery.

Terms & Conditions of Sale and Delivery for Trade with DVI Energi – Dansk Varmepumpe Industri A/S.

CVR no. 30553045. Effective from 1/6 2023. Replaces previous versions.

General Conditions.

Sales and deliveries are made solely in accordance with the following. These conditions also apply, without explicit mention, to all future transactions.

These sales and delivery conditions apply to all offers, sales, and deliveries, unless otherwise agreed in writing.

Offers.

If DVI Energi submits an offer without specifying a particular acceptance deadline, such offer shall lapse if the buyer's acceptance does not reach DVI Energi within 12 weeks from the date of the offer. All offers are non-binding. All agreements become legally valid only upon DVI Energi's written confirmation.

Buyer's terms of purchase are not valid, even if no specific objection has been sent regarding such terms. The prices quoted in offers are non-binding. Agreements become binding only upon DVI Energi's written order confirmation or upon DVI Energi's delivery, in which case the order confirmation is replaced by an invoice. Statements made to representatives and agents are only valid with DVI Energi's written confirmation.

Prices.

All prices are in Danish Kroner and exclude VAT. Until delivery, the buyer is obliged to accept changes in the price resulting from documented increased costs for DVI Energi. These increased costs relate to changes in exchange rates, customs duties, taxes, fees, etc. concerning the agreed delivery.

Delivery.

The specified delivery times are indicative and determined to the best of DVI Energi's judgment and therefore cannot be the basis for compensation. DVI Energi is only responsible for delays attributable to gross negligence on the part of DVI Energi.

DVI Energi is not liable for delays or obstacles caused by force majeure, as described in clause 15, or other circumstances beyond DVI Energi's control.

Unless otherwise agreed, delivery is made EXW in accordance with INCOTERMS 2010. In this case, the risk of accidental loss of the product passes to the buyer upon pickup from DVI Energi.

If the delivery of one or more products is carried out by a carrier designated by DVI Energi, the risk of accidental loss of the product passes upon delivery to the agreed delivery address.

Delivery is conditional on the accessibility of the unloading site. The buyer is responsible for ensuring immediate unloading at the agreed delivery address. The buyer will bear any additional costs if unloading cannot proceed as expected.

Product Information.

Drawings, specifications, and similar materials provided by DVI Energi before or after the agreement's conclusion remain the property of DVI Energi and may not be, in whole or in part, disclosed without DVI Energi's written permission or otherwise misused.

Information about products, including drawings, specifications, and the like, as well as other details provided by DVI Energi, including in catalogs, advertisements, or promotional materials, is not legally binding and should only be considered as guidance.

Unless otherwise agreed, including specific quality and capacity requirements, all products will be delivered as regular commercial items and without responsibility for specific quality requirements.

DVI Energi neither guarantees nor warrants that delivered products are suitable for the buyer's needs or use, or that delivered products have specific characteristics. Therefore, the buyer is responsible for ensuring that the delivered products are suitable for the buyer's needs or use, unless otherwise specifically agreed.

Product Changes.

DVI Energi reserves the right to continuously make design changes and product improvements. However, DVI Energi is not obligated to make such changes to products already delivered.

Payment.

Payment must be made in accordance with the dealer agreement, offer, or order confirmation. If payment is made after the due date, DVI Energi is entitled to calculate interest on the outstanding debt at a rate of 2.0% per commenced month.

The buyer is not entitled to withhold payments or make setoffs for counterclaims that the buyer may assert, unless such setoffs have been accepted by DVI Energi.

Defects and Complaints.

Upon delivery, the buyer must immediately conduct an examination of the delivered items as required by proper business practices. If the buyer wishes to claim a defect, the buyer must, no later than 8 days after the delivery date, provide written notice to DVI Energi, specifying the nature of the defect.

If defects are found in delivered goods, DVI Energi reserves the right, at its own discretion, to either remedy the defect, credit the buyer for the defective goods, provide the buyer with a proportional price reduction for the goods, or make a replacement.

DVI Energi is only liable if it can be proven that DVI Energi or its employees have committed errors or omissions. Any liability is limited to the value of the delivery, including VAT.

If the manufacturer of a product provides a special warranty that the buyer can rely on, only the manufacturer can be held responsible for this warranty obligation. Consequently, the buyer cannot make claims against DVI Energi due to the manufacturer's warranty.

Retention of Ownership.

Subject to mandatory legal provisions, DVI Energi reserves ownership of the sold item until the entire purchase price, plus any additional costs, has been paid to DVI Energi or to the relevant party to whom DVI Energi has transferred its rights, as described in clause 14.

Product Liability.

DVI Energi is liable for defective products to the extent required by mandatory legal provisions. DVI Energi is also only liable for personal injury if it can be demonstrated that the injury resulted from errors or negligence committed by DVI Energi or others for whom DVI Energi is responsible.

DVI Energi is not liable for property damage after delivery and, furthermore, not for damage occurring while the sold item is in the possession of the buyer or if the sold item is included in the buyer's products.

If DVI Energi is held liable for product liability to a third party, the buyer is obligated to indemnify DVI Energi to the extent specified in this document. The buyer is also obligated to be sued at the same jurisdiction and governed by the same choice of law as DVI Energi.

If a third party makes claims of product liability against one of the parties, that party must promptly inform the other party.

Disputes.

For deliveries and claims for payment, Danish law applies, with the exception of Danish international private law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any disputes that may arise in the business relationship between the parties and cannot be resolved amicably shall be settled by arbitration at the Danish Institute of Arbitration according to the rules adopted by the Danish Institute of Arbitration, which are in effect at the initiation of the arbitration proceedings. The arbitration shall take place in Aalborg.

If any provisions of this document are wholly or partially invalid, this shall not affect the validity of the remaining provisions.

Limitation of Liability.

DVI Energi is not liable for loss of profits, loss of earnings, or other indirect losses to the buyer or third parties, regardless of whether such liability arises from delay, defects, or product liability. DVI Energi's liability cannot exceed the invoice amount for the sold item.

Returns.

DVI Energi only accepts returns by prior agreement. Undamaged items are credited with the invoiced amount minus 10%, as well as shipping costs.

Transfer of Rights and Obligations.
DVI Energi is entitled to transfer rights and obligations to third parties in accordance with the agreements concluded between DVI Energi and the buyer.

Force Majeure.

DVI Energi is not liable for total or partial delays or non-performance due to force majeure, including war, riot, strike, lockout, blockade, export and import bans, confiscation, currency restrictions, general scarcity of goods, labor and transportation shortages, defects in deliveries from subcontractors, or delays in such deliveries, fire, natural disasters, weather conditions, including severe frost, etc., that make delivery difficult or impossible or similar circumstances that DVI Energi could not have avoided and the consequences of which DVI Energi could not have prevented.

DVI Energi must promptly notify the buyer in writing of such circumstances. Each party may cancel the agreement in writing without liability when performance has been impossible for more than 3 months due to force majeure.

Warranty for Heat Pumps.

The warranty covers normal repair costs resulting from internal faults in the heat pump.

Conditions for Warranty.

An annual legally required inspection of the heat pump must be carried out at the buyer's expense according to applicable rules. In case of any complaints within the warranty period, annual inspection reports for the legally required inspection must be provided as documentation before any repairs are carried out. If no legally required annual inspections have been performed by a qualified repairer, the warranty is void.

The heat pump must be used with ordinary care and in accordance with the installation and operating instructions provided by DVI. If the heat pump is not correctly installed by the dealer or is operated incorrectly, the warranty is void if this can be attributed to the damage.

The end-user may only change parameters in the control's "DVI-settings" with the agreement of DVI or its dealer.

The agreed purchase price for the system must be paid by the buyer in accordance with the concluded purchase agreement.

Warranty Coverage.

First-time buyers and their potential successors.

Repairs during the warranty period.

If repairs are required unexpectedly, contact the confirming company, providing details of the type of fault, delivery address, and serial number. DVI or the dealer reserves the right to either repair the fault or replace the entire heat pump at their discretion.

For heat pumps 5-16 kW: For remedying defects under warranty, a 24-month warranty is provided for newly installed parts, with a minimum warranty period of 60 months from the original purchase date.

For heat pumps 40-200 kW: For remedying defects under warranty, a 12-month warranty is provided for newly installed parts, with a minimum warranty period of 12 months from the original purchase date.

In Case of Warranty Needs.

You must immediately and without delay inform DVI or its dealer of any potential warranty events.

Exclusions from this Warranty.

• All installation work.
• Any external accessories outside the heat pump.
• Incorrect electrical supply, including lightning strikes, poor electrical connections in external installations, and electrical panels.
• Damages resulting from external events such as fire, water damage, lightning strikes, or similar.
• Inspection, adjustment, and cleaning of the heat pump, except in cases where the incident is covered by the warranty.
• Cosmetic damages that do not affect the heat pump's operation.
• Damages caused by gross negligence.
• Losses that can be attributed to DVI's general terms and conditions of sale and delivery.

Warranty Period.

• For heat pumps 5-16 kW: The warranty is valid for five years from the delivery date.
• For heat pumps 40-200 kW: The warranty is valid for one year from the delivery date.

Warranty Repairs.

All warranty repairs must be carried out by DVI Energi. Any repairs made during the warranty period by anyone other than DVI Energi, even if they would be warranty repairs, result in the voiding of the warranty.

All damage must be reported to DVI Energi immediately and within one month of discovering the damage.

Compensation:

DVI Energi will arrange for any necessary repairs during the warranty period. The cost of the repair may not exceed the purchase price of the product.

Warranty Does Not Cover.

• Damages resulting from external events such as fire, water damage, lightning strikes, or similar.
• Legally required annual inspections of the heat pumps.
• Replacement and repair of various wear parts due to normal wear and tear.
• If the heat pump has been connected to a different voltage than indicated on the nameplate on the heat pump.
• If damage occurs due to lightning, frost, or boiling dryness and/or destruction due to calcification or overpressure.
• If repairs or other interventions in the heat pump have been made beyond connection, and this repair is the basis for the complaint.
• Calcification of the heat pump.
• Additional costs for repairs or replacement carried out outside of normal working hours.
• Damages due to lack of maintenance or inspection of the heat pump.
• If the legally required annual inspections by a qualified repairer have not been performed.

The warranty does not apply if the heat pump is deinstalled and/or moved to a different installation address after the original installation.

Changes:

DVI Energi reserves the right to change these sales and delivery conditions at any time. The current version of the sales and delivery conditions can be found at www.dvienergi.com.

Warranty for Repairs.

A 12-month warranty is provided for repairs performed by DVI Energi.

Warranty for Spare Parts.

For spare parts sold separately, the following applies:

• Private customers: A 24-month warranty period.
• Business customers: A 12-month warranty period.

Labor for replacement is not covered for spare parts sold separately. If a spare part needs to be exchanged or replaced economically, the defective spare part must always be sent to DVI Energi after replacement.

DVI Energi A/S
Industrimarken 2C
DK-9530 Støvring

Phone: +45 9835 5244

Email: info@dvienergi.com

CVR: 3055 3047