# **ENERVISUAL** **INTERNATIONAL TERMS AND CONDITIONS** *General Terms of Sale & Professional Services* Effective Date: January 1, 2025 # **INTRODUCTION** These International Terms and Conditions govern all sales of goods and provision of professional services by Enervisual to customers worldwide. This document applies to all customers regardless of location, including customers in the European Union, United States, and other jurisdictions. # **PART A: GENERAL TERMS AND CONDITIONS OF SALE** ## **1\. Scope of Applicability** 1. **1.1** These General Terms and Conditions of Sale ("GTCS") apply to all sales of goods by Enervisual notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the customer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Enervisual unless and until we expressly confirm our acceptance in writing. 2. **1.2** Enervisual reserves the right to change these GTCS at any time. We will give customers thirty (30) calendar days' notice of any changes by posting notice on our website at www.enervisual.com. ## **2\. Offers, Purchase Orders and Order Confirmations** 3. **2.1** All offers made by Enervisual are open for acceptance within fifteen (15) calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered. 4. **2.2** All purchase orders issued by customers shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Enervisual unless and until confirmed by us in writing. ## **3\. Prices and Terms of Payment** 5. **3.1** The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority. All applicable taxes shall be added to invoices and paid by the customer. 6. **3.2** Unless expressly stated otherwise in our order confirmation, payment for goods shall be made net thirty (30) days from invoice date without offset or deduction. All prices and payments are denominated in euros (€). 7. **3.3** Customers must submit such financial information from time to time as may be reasonably requested by Enervisual for the establishment or continuation of payment terms. We may in our sole discretion change agreed payment terms upon reasonable notice by requiring payment cash in advance, cash on delivery, bank guarantee, letter of credit or otherwise. 8. **3.4** If a customer fails to pay any invoice within seven (7) calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination within seven (7) calendar days of the expiration of the grace period. Further, we may charge interest from the due date to the date of payment at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity. 9. **3.5** Title to goods delivered shall remain vested in Enervisual and shall not pass to the customer until the goods have been paid for in full. If a customer fails to pay any invoice within fourteen (14) calendar days of the due date of payment, we may retake the goods covered by the invoice. Customers must insure all goods delivered to their full replacement value until title to the goods has passed. ## **4\. Terms of Delivery and Late Delivery** 10. **4.1** Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be Ex Works (EXW) Enervisual facility in accordance with Incoterms 2020\. The risk of loss of or damage to goods shall pass to the customer in accordance with the agreed delivery term. 11. **4.2** The delivery dates of goods shall be those set forth in our order confirmation. If Enervisual fails to deliver goods within seven (7) calendar days of the agreed delivery date, the customer may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven (7) calendar days of the expiration of the grace period. Further, the customer may claim damages for any loss suffered as a result of the delay subject to the limitation of liability provisions in Section 8 below. These shall be the customer's exclusive remedies for late delivery. 12. **4.3** Enervisual reserves the right to make delivery in installments. ## **5\. Acceptance of Goods** 13. **5.1** Customers must inspect goods delivered upon receipt. Customers are deemed to have accepted goods delivered unless a written notice of rejection specifying the reasons for rejection is received by Enervisual within five (5) calendar days after delivery of the goods. ## **6\. Warranty** 14. **6.1** Enervisual warrants that upon delivery and for a period of twelve (12) months from the date of delivery, goods purchased hereunder will conform in all material respects to the applicable manufacturer's specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than Enervisual. 15. **6.2** With respect to goods which do not conform to the warranty, Enervisual's liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen (14) calendar days after the customer discovered the lack of conformity or ought to have discovered it. 16. **6.3** Enervisual makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty stated in Section 6.1 constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose. 17. **6.4** The warranty in Section 6.1 does not cover and explicitly excludes: (i) wear parts, including but not limited to batteries, fuses, filters, light bulbs, and other consumable components subject to normal wear and tear; (ii) software, firmware, or embedded code (which are warranted solely by their respective licensors); (iii) cosmetic damage or normal wear and tear that does not affect functionality; (iv) goods that have been modified, altered, or repaired by parties other than Enervisual or its authorized service providers; (v) damage caused by improper installation, storage, or environmental conditions; (vi) damage resulting from electrical surges, lightning, fire, flood, or other force majeure events; or (vii) goods used in applications or environments for which they were not designed or specified. ## **7\. Intellectual Property Rights Infringement** 18. **7.1** If any goods delivered hereunder are held to infringe a third party's patent, utility model, design, trademark or other intellectual property right and the customer is enjoined from using same, Enervisual will, at our option and expense, (i) procure for the customer the right to continue using the goods; (ii) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (iii) modify the goods to make them non-infringing; or (iv) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states Enervisual's sole liability for intellectual property rights infringement. ## **8\. Limitation of Liability** 19. **8.1** Neither party shall be liable for indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Customer's recovery from Enervisual for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise. 20. **8.2** Enervisual shall not be liable for any claims based on our compliance with customer designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Enervisual or use in combination with other goods. ## **9\. Processing of Personal Data** 21. **9.1** Enervisual processes personal data with due observance of the General Data Protection Regulation (GDPR) and applicable data protection laws. Information on customer name, address, email, telephone number, and related business contact information is used solely in connection with order processing, customer communication, service delivery, and contract fulfillment. 22. **9.2** Enervisual complies with the rights of data subjects including the right of access, rectification, deletion, limitation of processing, objection, data portability, complaint, and the right not to be subject to a decision based solely on automatic processing, including profiling. 23. **9.3** Enervisual will store personal data for as long as is necessary for the purpose for which it is processed, typically for the duration of the business relationship and for such additional period as required by law for tax, accounting, and legal purposes. Enervisual will not disclose, sell, or otherwise transfer personal information to third parties without customer consent, except as required by law or as necessary to fulfill contractual obligations. 24. **9.4** If a customer or data subject wishes to obtain information about which data is being processed, or wishes to have data erased or corrected, please contact Enervisual at: privacy@enervisual.com or Data Protection Officer, Enervisual, \[insert address\]. ## **10\. Force Majeure** 25. **10.1** Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions, pandemics, epidemics, government actions or orders, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty (30) calendar days' prior written notice to the other party. ## **11\. Governing Law and Dispute Resolution** 26. **11.1** The United Nations Convention for the International Sale of Goods (CISG) shall not apply to these GTCS or to any contracts of sale entered into between Enervisual and customers. 27. **11.2** These GTCS and all contracts of sale entered into between Enervisual and customers shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. 28. **11.3** Any disputes, actions or proceedings arising out of or relating to these GTCS or any contract of sale shall be submitted to the exclusive jurisdiction of the competent courts of Denmark; however, Enervisual retains the right to bring suits, actions or proceedings in any other court which would have jurisdiction over the customer if this provision had not been incorporated into these GTCS. 29. **11.4** For customers with a principal place of business in the United States whose parent company or controlling entity is domiciled in the European Union, Enervisual may, at its discretion, agree to alternative dispute resolution provisions in the specific order confirmation or separate written agreement. ## **12\. Miscellaneous** 30. **12.1** No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS. 31. **12.2** Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision. 32. **12.3** These GTCS may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. ## **26\. Insurance** 59. **26.1** Customer shall maintain adequate property insurance coverage for all goods delivered by Enervisual with full replacement value coverage until title to the goods passes to customer as specified in Section 3.5. Customer shall provide proof of such insurance upon Enervisual's request. # **CONTACT INFORMATION** **For questions, service requests, or to request a custom quotation:** **General Inquiries:** info@enervisual.com **Professional Services:** services@enervisual.com **Data Privacy:** privacy@enervisual.com **Website:** www.enervisual.com **\*\*\*** *END OF DOCUMENT*