1. Miscellaneous
1.1 These General Sales and Delivery Conditions govern the relationship between ICEpower A/S (“ICEpower”) and the customer (“Customer”) in all cases. Unless otherwise agreed in writing, the Sales and Delivery Conditions govern all deliveries of ICEpower products, ICEpower services, and ICEpower-based systems.
1.2 The Sales and Delivery Conditions are considered accepted by the Customer upon ordering products from ICEpower. Any purchase/general conditions the Customer may have do not apply and are not considered agreed by the parties.

2. Period of Validity
2.1 If nothing else is specifically stated, ICEpower’s written offers shall be valid for 30 days from the date of issue. If ICEpower receives the Customer’s acceptance after these 30 days or if the acceptance is inconsistent with the offer, said acceptance is considered a new offer, which ICEpower can decide to accept or not.

3. Delivery Terms
3.1 Unless otherwise agreed, all deliveries shall be made in accordance with Incoterms 2010 and delivery shall be EXW ICEpower’s consigned stock location in Penang, Malaysia or Bangkok, Thailand.
3.2 The prices quoted are inclusive of packaging, but exclusive of VAT and any other duties, fees, etc. that may apply.

4. Defects, Complaints, etc.
4.1 ICEpower warrants for three years from the date of delivery that the ICEpower products are free from defects in materials or workmanship at the time of delivery.
4.2 ICEpower’s responsibility for defects does not include defects that have occurred as a result of the Customer’s instructions concerning design, sub-suppliers, construction or production, or changes, insufficient repairs, insufficiently performed installation/assembly or treatment, or other conditions for which ICEpower is not responsible.
4.3 ICEpower’s responsibility does not include cases where the delivered products have not been used in accordance with ICEpower’s prescriptions, including but not limited to connection to power supply, electrical conditions beyond those specified, incorrectly conducted installation/assembly, or exceptional environmental impacts.
4.4 Complaints regarding a delivery shall be made by the Customer in writing and sent to ICEpower immediately after the defect has been or should have been discovered. For complaints regarding defects, the Customer must follow the ICEpower RMA guidelines, which ICEpower will forward upon request.
4.5 When a complaint is rightfully received, ICEpower shall, without undue delay and at its sole discretion, either make a new delivery, issue a credit note, or in special cases (as determined by ICEpower), repair the defective products. No other remedies shall be available.
4.6 Any expenses incurred by the Customer for installation/assembly and disassembly are not included in ICEpower’s rectifying duties.
4.7 Defective products are – if previously agreed with ICEpower – to be returned to ICEpower at the expense and risk of the Customer. Repaired or replaced products are returned at the expense and risk of ICEpower according to the same terms and conditions as ordinary deliveries.

5. Delay
5.1 ICEpower will immediately notify the Customer in writing of any delay, its reasons, and, if possible, the expected duration.
5.2 In the event of a material delay, the Customer has the right to terminate the contract. No other rights or remedies are available.

6. Limitation of Liability
6.1 ICEpower shall not be liable for any punitive, incidental, indirect, or consequential damages.
6.2 ICEpower’s total and accumulated liability toward the Customer shall never exceed the total invoiced amount (exclusive of VAT and other duties) for the delivery in question.
6.3 The Customer is not entitled to make set-offs or retentions of any kind.

7. Terms of Payment
7.1 Unless otherwise agreed in writing, all deliveries must be paid in advance.
7.2 All payments shall be made in accordance with the invoice. The Customer accepts that all invoices can be legally assigned to Midt Factoring A/S, company reg. no. 83 71 26 19.

8. Product Liability
8.1 ICEpower is covered by a global product liability insurance policy, of which a certificate can be provided upon request. Technical advice is provided without any responsibility.
8.2 ICEpower’s product liability is limited to applicable mandatory product liability law.
8.3 The Customer must reimburse ICEpower for any third-party claim, judgment, or decision that ICEpower is required to pay, as well as all related legal and expert costs, unless the damage is proven to be directly and solely caused by a defect in ICEpower’s delivered products. In any such case, the Customer is obliged to reimburse ICEpower for expenses incurred, even without a legal obligation to pay.

9. Confidentiality
9.1 All non-public information must be treated as confidential and not disclosed to any third party.
9.2 Any disclosure, publication, advertisement, or reference to ICEpower or its logo/trademark requires ICEpower’s prior written approval.
9.3 The ICEpower logo, trademarks, and trade names must not be removed from any supplied products.

10. Resale (Prohibition)
10.1 The Customer’s intention is to incorporate ICEpower products into its own products. The Customer is not entitled to market, solicit, or resell ICEpower products as components, spare parts, kit parts, or otherwise.

11. Intellectual Property Rights
11.1 No intellectual property rights are transferred, granted, or implied from ICEpower to the Customer upon purchasing ICEpower products or services.

12. Force Majeure
12.1 Neither Party shall be liable for failure to perform due to circumstances beyond their reasonable control, including but not limited to strikes, lockouts, lack of transport, supply shortages, fire, bans, war, civil unrest, or Acts of God.
12.2 In case of Force Majeure, ICEpower may cancel the order or deliver once the obstacles cease.

13. Governing Law and Venue
13.1 These terms are governed by the laws of Denmark.
13.2 Any dispute that cannot be resolved amicably shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with its rules at the time. The venue shall be Copenhagen.