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
phone: +372 5036963
Website www.powerup-tech.com (Website)
1.3. Buyer (you) is the customer who places an order to buy a Generator (Order) or enters into an agreement for the sale of a Generator (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, Pre-Order Payment, 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, and these may not fully correspond to the characteristics and technical data of the Generator that you are buying.
2.2. The specific characteristics and technical data of the Generator that you buy are indicated in the Price Offer.
2.3. On our Website, you can select the features (colors, casing material) of the Generator (Generator Configuration). When completing the Generator Configuration, you are also asked to confirm the place and way of delivery of the Generator as well as your contact phone number and e-mail.
2.4. You have placed an order for a Generator (or several Generators) (Order) when you have completed and submitted the Generator Configuration on our Website and have made the pre-order payment in the amount indicated on our Website (Pre-Order Payment).
3. Price Offer
3.1. When you have placed your Order, we will review your Order and check the availability of the options you have selected when you submitted the Generator Configuration. If necessary, we will contact you to specify the details of your Order.
3.2. When we have specified the details of your Order, we will send you the Price Offer by e‑mail. The Price Offer will include at least the following terms:
3.2.1. confirmed configuration of the Generator, including base model plus optional features selected and available;
3.2.2. price of the Generator (Final Price);
3.2.3. place and type of delivery;
3.2.4. costs of delivery (Delivery Costs);
3.2.5. estimated time of delivery;
3.2.6. period of validity of the Price Offer.
3.3. Together with the Price Offer, we will send you these T&C 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 on terms specified in the Price Offer and in these T&C.
3.4. An Agreement shall be deemed to have been concluded between you and us on terms specified in the Price Offer and in these T&C when the Advance Payment has been received in full on our account indicated in the Advance Invoice.
3.5. In case you do not make the Advance Payment by the term of payment indicated in the Advance Invoice, the Price Offer is no longer binding, and we have no obligation to deliver a Generator to you.
3.6. In case you would like to make changes in the Generator Configuration, or the place or way of delivery confirmed in the Price Offer, please contact us. We will then send you a new Price Offer adjusted accordingly.
4. Final Price and Delivery Costs
4.1. The price of the generator base model is shown on the Website, exclusive of value added tax (unless clearly otherwise indicated on the Website).
4.2. The Final Price of the Generator you buy depends on the features of the Generator you select when making the Generator Configuration, and available options. The Final Price, including any applicable taxes is shown in the Price Offer.
4.3. The Final Price does not include Delivery Costs of the Generator.
4.4. 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.
4.5. The exact amount of Delivery Costs, including any applicable taxes, is indicated in the Price Offer.
5.1. You will pay the Advance Payment and the Final Payment (as defined below) for the Generator and the Delivery Costs by transfer of funds to our account according to our invoices sent to your e‑mail address.
5.2. The payment terms are indicated in our invoices.
5.3. 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.
5.4. The Pre-Order Payment and the Advance Payment constitute part of the Final Price and it shall be deducted from the Final Payment (as defined below). The Pre-Order Payment shall be made through our Website when you make the Generator Configuration.
5.5. Except in cases clearly set forth in these T&C, we will return the Pre-Order Payment to your account in full when no Agreement is concluded (including in case you do not accept the Price Offer within the term of its validity).
6. Final Payment and Delivery
6.1. The time of delivery shown in the Price Offer 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 Price Offer. 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 Price Offer by making the Advance Payment.
6.2. 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) and the Delivery Costs.
6.3. The Final Payment is calculated by deducting the amount of the Advance Payment and the amount of the Pre-Order Payment from the Final Price (e.g. if the Final Price is EUR 8 000 and you have made Pre-Order Payment in the amount of EUR 200 and Advance Payment in the amount of EUR 4 000, then the Final Payment is EUR 3 800).
6.4. 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 Generator by e-mail.
6.5. 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 Generator to you. We are also entitled to demand payment of penalty fee equalling the amount of the Pre-Order Payment (Penalty Fee). If you are a Trader, we may keep the Pre-Order Payment to set off with the applicable Penalty Fee.
6.6. Unless otherwise agreed with you, we will arrange the delivery of the Generator to the place of delivery by the type of delivery indicated in the Price Offer.
6.7. Upon your request, we will hand over the Generator in our works to you or to a carrier designated by you. In such cases, our obligation to deliver the Generator is deemed to have been performed by handing the Generator over to you or the carrier, respectively.
6.8. With the Generator, we will hand over to you all documents relating to the Generator, including manual for safety, installation, maintenance and use of the Generator.
6.9. 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.
6.10. 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 Price Offer.
6.11. 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.
7. Warranty and Liability
7.1. We repair or replace your Generator at our own cost, if defects of the Generator become apparent during 3 years or 5000 working hours from the date of delivery of the Generator to you (Warranty Period) and you have informed us of the defects at the latest within 14 days as of the date you became aware or should have reasonable become aware of the defect, except if the defects are caused by ordinary wear and tear or by breach of safety, installation, maintenance or use requirements.
7.2. If we replace the Generator under the warranty, the new product may vary in dimensions, construction, color or otherwise, compared with the original product, because the original product is no longer produced in that form or is no longer available. If it is not possible to replace or repair the Generator, we shall return to you all payments made by you under the Agreement.
7.3. We shall cover costs of carriage incurred in connection with a warranty return or warranty replacement.
7.4. If we replace the Generator, you shall return the original Generator upon our request.
7.5. If defects appear on your Generator, you should inform us by e-mail or by phone using the contacts indicated in Clause 1.2. above.
7.6. Generators which are returned for warranty repair or replacement must be complete. Loose components or Generators which have already been disassembled are not covered by the warranty.
7.7. We shall grant a new warranty with 2 years Warranty Period for Generators replaced during the Warranty Period. If a Generator is repaired during the Warranty Period, the warranty is automatically extended by the length of the period of repair.
7.8. The warranty does not preclude or restrict your right to use other legal remedies arising from the law or the Agreement.
7.9. No warranty obligation will be enforceable by the Buyer until the Seller has received the payment of the Final Price and Delivery Costs in full.
7.10. The Warranty is applicable only towards the Buyer and we shall not have any obligations under the Warranty towards any third persons (e.g. we are not liable under a Warranty if the Buyer resells or transfers the Generator in any other way to a third person).
7.11. We shall not be liable for any lack of conformity of a Generator that becomes apparent after 2 years from the date of delivery of the Generator.
7.12. We shall not be liable for any lack of conformity of a Generator if you were or ought to have been aware of the lack of conformity upon entry into the Agreement.
7.13. We shall not be liable for suitability of the Generator for the Buyer’s specific purposes, e.g whether it fits in a specific place or is compatible with the Buyer’s devices.
7.14. We shall not be liable during the period of a force majeure event. Cases of force majeure are in particular, but not limited to, fire, war or warlike acts, riots, mobilization, floods, earthquakes and other natural disasters, epidemics, quarantine measures, strikes, lockouts, transport restrictions, delay in the supply of parts, goods or services by third parties, business disturbances not influenced by the Seller.
7.15. Except in case of intention or gross negligence, we shall not be liable under the Agreement for any direct, indirect or consequential damages, losses or expenses of whatever nature incurred by the Buyer (save for cases where the death of the other party or damage to the health of the other party is caused).
8. Consumer’s right of withdrawal
8.1. You may withdraw from the Agreement within 14 days as of the delivery of the Generator to you, without giving any reason.
8.2. In order to withdraw from the Agreement, you should send us an unequivocal application for withdrawal through our Website or by mail or 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 Generator. We will contact you to provide you with shipping information and additional details for return of the Generator where necessary. You are also asked to provide your bank account number where we should make the refund payment.
8.3. Upon receipt of your application for withdrawal made pursuant to Clauses 8.1. and 8.2., we shall return you all payments received from you based on the Agreement, including the Pre-Order Payment, 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.
8.4. 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 Generator to us or a person indicated by us. You will bear the direct costs relating to the return of the Generator. We shall not return you the payments received from you until we have received the Generator, or you have supplied evidence of having sent the Generator back to us.
8.5. 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.
9. Personal data processing
10. Applicable law and place of jurisdiction
10.1. The Order, the Price Offer, 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.
10.2. If you have any questions or claims regarding the Generator, please contact us by phone, mail, e‑mail or through the Website indicated in Clause 1.2. above.
10.3. Any dispute arising from any Order, Price Offer or Agreement shall be solved by means of amicable negotiations.
10.4. 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.
10.5. 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.