1. General Provisions
1.1. These General Terms and Conditions of Sale of Goods and Provision of Services (hereinafter – the Terms) establish the terms under which:
SIA POWERSET
Registration No. 40203653281
VAT Registration No. LV40203653281
Registered address: Kūdras iela 7-4, Rīga, LV-1083
E-mail: [email protected]
Website: power-set.eu
(hereinafter – POWERSET) sells goods and provides services to clients.
1.2. The POWERSET website power-set.eu is not an online store. The catalogue of goods and services and other information published on the website is primarily intended for viewing POWERSET offerings and submitting enquiries.
1.3. These Terms apply to POWERSET transactions where the agreed place of delivery of goods or provision of services is in Latvia, unless otherwise expressly agreed in writing. They apply regardless of whether the initial enquiry is received through the website, by e-mail, telephone, social media, an advertising platform, in person or otherwise. For cross-border sales or services outside Latvia, the terms applicable to the specific transaction shall be set out in POWERSET’s individual offer or a separate agreement.
1.4. The Terms apply to: 1) legal persons and natural persons acting within their trade, business, craft or profession (hereinafter – the B2B Client); 2) natural persons acting for purposes outside their trade, business, craft or profession (hereinafter – the Consumer).
1.5. Section 11 of these Terms additionally applies to Consumers. If any other provision of these Terms conflicts with mandatory legal provisions applicable to a Consumer, the relevant mandatory legal provision shall prevail.
1.6. For a specific transaction, documents shall apply in the following order of priority: 1) an agreement signed by the Parties or a separate written agreement; 2) the technical specification for the specific transaction and its annexes; 3) these Terms.
1.7. A provision specifically agreed for a particular transaction shall prevail over a general provision of these Terms.
1.8. Any general purchasing, ordering or other standard terms of a B2B Client shall not be binding on POWERSET unless POWERSET has expressly accepted them in writing.
2. Catalogue, Technical Information and Offers
2.1. Information stated on the POWERSET website, in catalogues, advertisements and other informational materials does not in itself constitute a binding offer by POWERSET to enter into a contract, unless expressly stated otherwise.
2.2. Product images are illustrative. The specific product model, technical parameters, configuration, quantity and other transaction terms are determined in POWERSET’s individual offer, order confirmation or technical specification.
2.3. Where a specific technical specification has been prepared for a particular transaction, it shall prevail over general information contained in a catalogue, advertising material or manufacturer’s informational material.
2.4. If no price is stated on the website or the wording “Price on request” is used, the price for the specific transaction is determined in POWERSET’s individual offer.
2.5. If a price is stated on the website, the final price for the specific transaction, VAT, transport, installation and other costs are determined in POWERSET’s offer, order confirmation or another document relating to the specific transaction.
2.6. Before a Consumer becomes bound, the Consumer is provided with information on the total price payable, including applicable taxes and other costs that can be determined in advance.
3. Enquiries, Orders and Conclusion of Contract
3.1. The Client submits an enquiry or order to POWERSET, providing the information necessary to identify the relevant goods or services.
3.2. Submission of an enquiry, viewing a product in the catalogue, completing a contact form or otherwise expressing interest does not in itself create an obligation for POWERSET to supply goods or provide services.
3.3. After receiving an enquiry, POWERSET may, depending on the transaction, prepare an individual offer, order confirmation, advance invoice, invoice, technical specification or separate agreement.
3.4. If the Parties have not signed a separate agreement, the contract is concluded in one of the following ways:
- if the Client submits to POWERSET a binding order or another offer to enter into a transaction – when POWERSET sends the Client a written order confirmation;
- if POWERSET sends the Client an individual offer – when the Client accepts it unconditionally in writing;
- if POWERSET issues an advance invoice or invoice and no separate order confirmation is contemplated – when POWERSET receives the relevant payment, provided that the invoice or the related offer specifies the subject matter, price and other essential terms of the transaction and these Terms were made available to the Client before payment.
3.5. If the Client’s response changes the price, quantity, technical specification, performance deadline or another material term of POWERSET’s offer, such response shall be deemed a new proposal by the Client and shall become binding on POWERSET only after POWERSET’s written acceptance.
3.6. Any amendment to an already concluded transaction is effective upon written agreement between the Parties.
3.7. If, after order confirmation, the Client requests changes to the scope of goods, works or services, the technical solution or other terms, POWERSET is entitled to revise the price and performance deadline accordingly.
4. Price and Payments
4.1. The price and payment terms for a specific transaction are determined in POWERSET’s offer, order confirmation, agreement or invoice.
4.2. Prices for B2B Clients are stated excluding VAT unless the specific document provides otherwise.
4.3. Before a Consumer becomes bound, the total amount payable, including VAT and other applicable costs, is stated to the Consumer.
4.4. POWERSET is entitled to require full or partial advance payment.
4.5. If an advance payment is required for an order, POWERSET’s obligation to reserve, order or purchase goods or commence works arises after receipt of the agreed advance payment, unless otherwise stated in the specific offer.
4.6. Payment is deemed made on the date when the full amount payable is credited to the bank account specified in POWERSET’s invoice.
4.7. A discount, price reduction or other deduction applies only if approved by POWERSET.
Late Payment in B2B Transactions
4.8. If a B2B Client delays payment, POWERSET is entitled to charge statutory default interest at the rate provided in Section 1765 of the Civil Law, unless another legally permissible rate of default interest or contractual penalty has been agreed in the specific agreement.
4.9. In the event of late payment by a B2B Client, POWERSET is entitled, without a separate reminder, to claim the EUR 40 debt recovery costs provided for in Section 1668^9 of the Civil Law, as well as other recoverable costs and losses.
4.10. If a B2B Client delays payment or, after conclusion of the contract, POWERSET obtains objective information giving reasonable grounds to doubt the Client’s ability to perform its payment obligations, POWERSET is entitled to: 1) suspend the unperformed part of the order; 2) refuse new orders; 3) require advance payment or additional security before further performance.
4.11. A B2B Client is not entitled to withhold payment due to POWERSET or set it off against a disputed counterclaim that POWERSET has not acknowledged in writing or that has not been established by a final court judgment.
5. Delivery and Performance of Services
5.1. The place, method and time of delivery or service provision are determined in the documents relating to the specific transaction.
5.2. If performance depends on advance payment, technical information, project data, site availability including its technical condition, Client approval, a permit or another prerequisite to be fulfilled by the Client, the performance period begins after the relevant prerequisite has been fulfilled.
5.3. If the Client delays providing required information, access, approval or another prerequisite, POWERSET’s performance period is extended by the duration of the relevant delay and the objectively necessary period for rescheduling works or delivery.
5.4. In a B2B transaction, a delivery or performance date stated by POWERSET shall not be considered an absolutely fixed deadline unless expressly stated otherwise in the specific offer or order confirmation.
5.5. In a B2B transaction, the performance period is extended accordingly if the delay is caused by: 1) an act or omission of the Client; 2) force majeure or another obstacle beyond POWERSET’s control for which POWERSET is not responsible; 3) a delay by a manufacturer, supplier or carrier, provided that POWERSET has timely fulfilled its obligations relating to ordering the goods or organising delivery and is not responsible for causing the delay; 4) an act or omission of a state or municipal authority, distribution or transmission system operator, aggregator, infrastructure operator or another person independent of POWERSET; 5) infrastructure preparation works at the Client’s property for which POWERSET is not responsible.
5.6. POWERSET informs the Client of any material foreseeable delay as soon as reasonably practicable.
5.7. In a B2B transaction, POWERSET is entitled to make partial deliveries if this does not materially prejudice the Client or unless otherwise agreed for the specific transaction.
5.8. If a B2B Client unjustifiably refuses to accept goods prepared for delivery or fails to arrange their receipt at the agreed time, POWERSET is entitled to store the goods at the Client’s expense and claim reimbursement of reasonable additional transport, loading, storage and re-delivery costs.
5.9. Unless POWERSET and the Consumer have agreed another delivery period, POWERSET delivers the goods by transferring physical possession to the Consumer without undue delay and no later than 30 days after conclusion of the contract.
6. Transfer of Risk and Title
6.1. In a B2B transaction, the risk of accidental loss of or damage to the goods passes to the Client: 1) upon delivery of the goods to the Client or its authorised person; 2) if transport is organised by the Client – upon delivery of the goods to the carrier selected by the Client; 3) in accordance with the INCOTERMS rule agreed for the specific transaction; 4) if the Client unjustifiably refuses to accept goods prepared for delivery or fails to arrange their receipt at the agreed time – from the time POWERSET has notified the Client that the goods are ready for handover.
6.2. For a Consumer, the risk of accidental loss of or damage to the goods passes in accordance with Section 30^1 of the Consumer Rights Protection Law.
6.3. POWERSET retains title to the goods sold until the purchase price for the relevant transaction has been paid in full.
6.4. Until full payment, neither a B2B Client nor a Consumer may, without POWERSET’s written consent, pledge or otherwise use as security any goods to which POWERSET has retained title.
7. Inspection of Goods and Acceptance of Works or Services
7.1. A B2B Client inspects the goods as soon as reasonably practicable after receipt, taking into account the nature and technical complexity of the particular goods.
7.2. A B2B Client shall notify POWERSET immediately of any defects identified, specifying the nature and extent of the defect. A hidden defect must be reported immediately after discovery.
7.3. If POWERSET sends a B2B Client an Acceptance and Handover Certificate for the handover of works or services, the Client shall, within 5 business days: 1) sign the certificate; or 2) submit to POWERSET specific and verifiable written objections regarding the identified non-conformity.
7.4. If a B2B Client does not sign the certificate or submit specific written objections within 5 business days, the relevant works or services are deemed accepted, except for hidden defects that could not objectively have been identified at the time of acceptance and cases where another mandatory handover procedure is prescribed by the specific agreement or by the nature of the relevant work.
8. Non-conformity, Warranty and Diagnostics
8.1. If a malfunction, damage or possible non-conformity of goods is identified, the Client contacts POWERSET at [email protected].
8.2. To the extent possible, the notification should specify: 1) the order or invoice number; 2) the product name, model and serial number; 3) a description of the issue; 4) an error code or system message; 5) photographs, video or other information that helps identify the issue.
8.3. Where the nature of the goods permits, POWERSET may carry out remote diagnostics or ask the Client to perform reasonable initial checks before the goods are transported.
8.4. The Client shall not send bulky, installed or technically complex goods to the POWERSET warehouse before receiving POWERSET’s instructions regarding further diagnostics, service or transportation arrangements.
8.5. In a B2B transaction, the terms of any commercial warranty are set out in POWERSET’s offer, order confirmation, warranty document or the relevant manufacturer’s warranty terms.
8.6. Unless otherwise agreed in a B2B transaction, the warranty does not apply to damage to the extent that it results from: 1) failure to comply with use, installation or maintenance requirements; 2) unauthorised modification, repair, software or configuration changes; 3) non-conformity of an external power grid, communications system or other external system; 4) mechanical damage or improper storage or operating conditions; 5) an act of another person for whom POWERSET is not responsible.
8.7. Section 8.6 of these Terms applies only where there is a causal link between the relevant circumstance and the damage.
8.8. Consumer claims concerning goods or services not in conformity with the contract are handled in accordance with Section 11 of these Terms.
9. Cancellation of B2B Orders and Return of Goods
9.1. A B2B Client does not have the 14-day right of withdrawal available to a Consumer.
9.2. After conclusion of the contract, a B2B Client may unilaterally cancel an order only if such right is provided in the specific agreement or POWERSET agrees to the cancellation in writing.
9.3. If POWERSET agrees to cancellation of the order, the B2B Client reimburses POWERSET for reasonable and non-recoverable costs incurred up to the cancellation and other recoverable losses.
9.4. POWERSET is entitled to set off the advance payment made by the Client against the amounts referred to in Section 9.3. Any remaining part of the advance payment shall be refunded to the Client.
9.5. POWERSET is not obliged to accept the return of goods conforming to the contract that are: 1) specially ordered for a particular B2B Client; 2) manufactured or configured according to the Client’s specification; 3) cables or other materials prepared to specified dimensions; 4) installed or used goods; 5) goods activated or registered in the manufacturer’s system and therefore no longer marketable as new; 6) clearance-sale goods, unless POWERSET has agreed otherwise in writing.
9.6. If POWERSET agrees to the return of B2B goods, the Parties agree on the condition of the goods, transport, any price reduction and other return costs.
9.7. B2B goods whose return has been accepted by POWERSET must be delivered to:
SIA POWERSET
Warehouse No. 1
“Ogas”, Daugmales pag., Ķekavas nov., LV-2124
Latvia
unless POWERSET has specified another location in writing.
10. B2B Liability
10.1. This Section applies only to B2B Clients.
10.2. To the extent permitted by applicable law and unless otherwise agreed in the specific contract, POWERSET shall not be liable for: 1) the Client’s loss of profit; 2) loss of revenue; 3) indirect losses resulting from interruption of production or business operations; 4) other indirect or consequential economic losses, unless such losses result from POWERSET’s wilful misconduct or gross negligence.
10.3. To the extent permitted by law, POWERSET’s aggregate liability for claims arising from or directly related to a specific order shall not exceed the total contract price of the relevant order excluding VAT.
10.4. The limitations in Sections 10.2 and 10.3 do not apply: 1) in the event of POWERSET’s wilful misconduct; 2) in the event of gross negligence to the extent that limitation of liability is not permitted by applicable mandatory law; 3) in any other case where liability cannot be limited under a mandatory legal provision.
10.5. POWERSET shall not be liable for a decision, act, omission or deadline set by a distribution or transmission system operator, aggregator, state or municipal authority or another third party independent of POWERSET, provided that POWERSET has not undertaken to guarantee the result of that third party and the relevant circumstance has not arisen through POWERSET’s fault.
11. Special Provisions for Consumers
11.1. Distance Contract
11.1.1. If a Consumer concludes a contract with POWERSET while the parties are not simultaneously physically present, using one or more means of distance communication within an organised distance sales or service-provision scheme operated by POWERSET, the rules applicable to distance contracts shall apply to the transaction.
11.1.2. Before the Consumer becomes bound by a distance contract, POWERSET provides the pre-contract information applicable to the specific transaction, including information on: 1) the main characteristics of the goods or services; 2) POWERSET’s identity and contact details; 3) the total price; 4) payment arrangements; 5) the delivery or service performance period; 6) delivery and other additional costs; 7) the right of withdrawal and the costs of returning the goods; 8) statutory rights in the event of goods or services not conforming to the contract; 9) any commercial guarantee and after-sales services provided for the relevant goods; 10) other information that must be provided under applicable law in relation to the relevant goods or services.
11.2. Delivery to Consumers
11.2.1. Unless the Parties have agreed another period, POWERSET delivers the goods without undue delay and no later than 30 days after conclusion of the contract.
11.2.2. If the expected delivery period for the particular goods is longer, it is stated in POWERSET’s individual offer or another document provided to the Consumer before conclusion of the contract.
11.3. Right of Withdrawal
11.3.1. The Consumer has the right to withdraw from a distance contract within 14 days without giving any reason. The right of withdrawal may not be exercised, for example, where the goods are made to the Consumer’s specifications or are clearly personalised, or where the service has been fully performed with the Consumer’s prior express consent and acknowledgement that the right of withdrawal will be lost.
11.3.2. The 14-day withdrawal period is calculated as follows:
1) for services – from the date of conclusion of the contract;
2) for the purchase of goods – from the date on which the Consumer or a third party indicated by the Consumer, other than the carrier, acquires physical possession of the goods;
3) where multiple goods are ordered in one order and delivered separately – from receipt of the last item;
4) where goods are delivered in several lots or pieces – from receipt of the last lot or piece;
5) where the contract includes both the purchase of goods and a service – from receipt of the relevant goods.
11.3.3. To exercise the right of withdrawal, the Consumer must send POWERSET, before expiry of the withdrawal period, an unequivocal statement of the decision to withdraw from the contract.
The notice shall be sent to:
The Consumer may use the withdrawal form attached at the end of these Terms, but use of the form is not mandatory.
11.4. Return of Goods upon Exercise of the Right of Withdrawal
11.4.1. Goods must be returned to:
SIA POWERSET
Warehouse No. 1
“Ogas”, Daugmales pag., Ķekavas nov., LV-2124
Latvia
11.4.2. Goods are not accepted at POWERSET’s registered address unless POWERSET and the Consumer have agreed otherwise in writing.
11.4.3. The goods must be sent or handed over to POWERSET without undue delay and no later than 14 days after the Consumer has notified POWERSET of the exercise of the right of withdrawal.
11.4.4. Before returning bulky, heavy, palletised, installed goods or goods that cannot be returned by ordinary post, the Consumer contacts POWERSET at [email protected] to coordinate the practical handover or transportation arrangements.
11.4.5. The logistics coordination referred to in Section 11.4.4 does not constitute POWERSET’s permission to exercise the right of withdrawal and does not affect the validity of a withdrawal notice sent within the applicable time limit.
11.4.6. Where the right of withdrawal is exercised, the Consumer bears the direct costs of returning the goods to POWERSET.
11.4.7. If, by their nature, the goods cannot normally be returned by post, POWERSET informs the Consumer before conclusion of the contract of the estimated or maximum amount of the costs of returning the goods.
11.4.8. Returned goods must be packed appropriately for their nature so as to prevent damage during transportation. Where possible, the original transport packaging should be used.
11.4.9. The absence of the original packaging does not in itself deprive the Consumer of the statutory right of withdrawal.
11.4.10. The Consumer is liable only for any diminished value of the goods resulting from handling beyond what is necessary to establish the nature, characteristics and functioning of the goods.
11.5. Refunds
11.5.1. POWERSET refunds all payments received from the Consumer, including the cost of the standard delivery method offered by POWERSET, without undue delay and no later than 14 days from the date on which POWERSET receives the Consumer’s notice of withdrawal from the contract.
11.5.2. POWERSET is not required to reimburse additional delivery costs resulting from the Consumer choosing a more expensive delivery method than the least expensive standard delivery method offered by POWERSET.
11.5.3. In the case of a sale of goods, POWERSET is entitled to withhold the refund until POWERSET has received the goods back or the Consumer has provided evidence of having sent the goods back, whichever occurs first.
11.5.4. The refund is made using the same means of payment used by the Consumer for the initial transaction, unless the Parties have expressly agreed otherwise.
11.6. Exceptions to the Right of Withdrawal
11.6.1. The Consumer may not exercise the right of withdrawal in cases provided by law, including in relation to goods made to the Consumer’s specifications or clearly personalised.
11.6.2. The fact that POWERSET orders a standard product from a manufacturer or distributor following the Consumer’s order does not in itself mean that the product is made to the Consumer’s specifications or is clearly personalised.
11.7. Provision of Services During the Withdrawal Period
11.7.1. If the Consumer wishes a paid service to begin before the end of the 14-day withdrawal period, the Consumer submits to POWERSET an express request to commence the service and acknowledges that the right of withdrawal will be lost once the service has been fully performed.
11.7.2. If, after the service has commenced but before it has been fully performed, the Consumer exercises the right of withdrawal, the Consumer pays POWERSET for the part of the service actually performed up to the time of the withdrawal notice, in proportion to the total service price agreed in the contract.
11.7.3. Once the service has been fully performed following the Consumer’s request referred to in Section 11.7.1, the Consumer loses the right of withdrawal.
11.8. Goods or Services Not in Conformity with the Contract
11.8.1. The Consumer is entitled to submit a claim to POWERSET regarding non-conformity of goods or services with the contract within 2 years from the date of delivery of the goods or receipt of the service.
11.8.2. The Consumer submits the claim within 2 months from the date on which the non-conformity was discovered.
11.8.3. The claim shall be submitted to [email protected] and shall contain information enabling POWERSET to identify the relevant transaction and assess the possible non-conformity.
11.8.4. Where the nature of the goods permits, POWERSET may first perform remote diagnostics or another preliminary assessment of the issue.
11.8.5. If non-conformity of the goods with the contract is established, POWERSET remedies the non-conformity or replaces the goods to the extent that the relevant claim is justified and proportionate.
11.8.6. POWERSET bears only those costs related to remedying the non-conformity or replacing the goods that are necessary and directly related to remedying the specific non-conformity.
11.8.7. POWERSET is not liable for costs resulting from unauthorised actions by the Consumer or a third party, improper installation, modification of the goods or other circumstances beyond POWERSET’s control.
11.9. Handling of Complaints and Disputes
11.9.1. The Consumer submits a written complaint or claim to [email protected].
11.9.2. Within 15 business days of receiving the Consumer’s written submission, POWERSET provides a written response and informs the Consumer of the possible method of satisfying the claim or resolving the dispute, unless an agreement has been reached within that period.
11.9.3. If, for objective reasons, a response cannot be provided within 15 business days, POWERSET promptly informs the Consumer in writing, explains the need to extend the period and specifies a reasonable period for providing the response.
11.9.4. If the dispute cannot be resolved through negotiations, the Consumer may use the out-of-court dispute resolution procedures provided for in the Consumer Rights Protection Law, including applying to the Consumer Rights Protection Centre and, where applicable, the Consumer Dispute Resolution Commission.
12. Technical Documentation and Intellectual Property
12.1. Individual drawings, calculations, technical solutions, diagrams, software, configurations, offers and other documentation created by POWERSET remain the intellectual property of POWERSET or the relevant rights holder unless the Parties have agreed otherwise in writing.
12.2. Without POWERSET’s prior written consent, a B2B Client may not use technical documentation individually developed by POWERSET to prepare an offer from another supplier or disclose it to a third party beyond the extent necessary to implement the specific transaction.
12.3. Section 12.2 of these Terms does not apply to information that: 1) is publicly available; 2) was lawfully known to the Client before receipt from POWERSET; 3) was lawfully received from a third party; 4) must be disclosed pursuant to a mandatory legal obligation.
13. Force Majeure
13.1. A Party is not liable for failure to perform an obligation to the extent that performance is objectively prevented by force majeure or another obstacle beyond that Party’s control for which the Party is not responsible.
13.2. A Party informs the other Party of a material obstacle without undue delay.
13.3. In a B2B transaction, if such obstacle continues for more than 60 days and further performance of the relevant obligation cannot objectively and reasonably be expected, either Party is entitled to terminate in writing the unperformed part of the contract.
13.4. Any advance payment received for an unperformed part of the transaction is refunded, less amounts due to POWERSET for the part of the transaction already performed.
14. Governing Law and Disputes
14.1. The legal relationship between POWERSET and the Client is governed by the laws of the Republic of Latvia.
14.2. B2B disputes shall first be resolved through negotiations.
14.3. If a B2B dispute cannot be resolved through negotiations, it shall be adjudicated by a court of the Republic of Latvia. Where procedural law permits the Parties to agree on territorial jurisdiction, the Parties agree that the dispute shall be heard by the court having jurisdiction over POWERSET’s registered address.
14.4. Section 14.3 of these Terms does not apply to a Consumer.
15. Final Provisions
15.1. If any provision of these Terms becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions.
15.2. The version of the Terms applicable to a specific transaction is the version that was available to the Client at the time the contract was concluded.
15.3. POWERSET is entitled to amend the Terms for future transactions. A new version of the Terms does not in itself amend the terms of a contract already concluded.
WITHDRAWAL FORM
Complete and send this form only if you wish to exercise the Consumer’s right of withdrawal.
To:
SIA POWERSET
Warehouse No. 1
“Ogas”, Daugmales pag., Ķekavas nov., LV-2124
E-mail: [email protected]
I/We hereby give notice that I/We wish to withdraw from the contract for the purchase of the following goods or provision of the following services:
Order date / date of receipt of goods:
Name(s) and surname(s) of Consumer(s):
Address of Consumer(s):
Signature(s) of Consumer(s)
[only if this form is submitted on paper]:
Date: