Sales Conditions
TE Energy’s contracts are exclusively governed by the terms and conditions stated in the following General Sales
Conditions. These conditions cover:
- Definitions of key terms (Seller, Buyer, Goods, Services)
- Applicability to all sales and services
- Procedures for offers, orders, and changes
- Pricing, payment terms, and late payment penalties
- Delivery terms, including risk and inspection
- Retention of title and ownership until full payment
- Warranty details and liability limits
- Conditions for returns, cancellations, and force majeure
- Governing law and jurisdiction for disputes
1. Definitions
1.1 “Seller” refers to TE Energy OÜ, a manufacturer and service provider incorporated under the laws of the Republic of
Estonia, with its registered office at Harju maakond, Viimsi vald, Haabneeme alevik, Põldheina tee 13-2, 74001 Tallinn,
Estonia.
1.2 “Buyer” refers to any individual or entity that purchases goods or services from the Seller.
1.3 “Goods” refer to the manufactured products sold by the Seller.
1.4 “Services” refer to any ancillary services provided by the Seller, including but not limited to installation,
maintenance, consultancy, and support services.
1.5 “Contract” is a legally binding agreement between two or more parties that outlines their rights, responsibilities,
and obligations.
2. Applicability
2.1 These General Sales and Conditions (“GSC”) apply to all sales agreements, deliveries, and services provided by the
Seller, unless otherwise agreed in writing.
2.2 By placing an order, the Buyer accepts these GSC.
3. Offers and Orders
3.1 All offers made by the Seller are non-binding and subject to change unless explicitly stated otherwise.
3.2 Orders are binding only after written confirmation by the Seller, which may be provided via email or other
electronic means.
3.3 The Seller reserves the right to accept or reject any order at its discretion.
3.4 Offers will remain valid for 30 days, during which period the offer is subject to acceptance by the Buyer, by
sending a written Purchase Order to the Seller. Purchase orders are subject to final approval and acceptance by the
Seller.
3.5 Offers are made based on the Seller’s interpretation of the specifications submitted to the Seller by the Buyer. It
is the Buyer’s obligation to review the offer carefully and to immediately advise the Seller in writing of any differing
interpretation the Buyer has, so any necessary changes can be made.
3.6 The Order can only come into force as soon as the complete and technically clear Purchase Order by the Buyer is sent
and implicitly accepted in writing by the Seller. Lack of complete information may result in delays. Such delays shall
relieve the Seller from compliance with the expected date and may lead to price escalation.
3.7 Changes requested by the Buyer to an order which has previously been accepted by the Seller are subject to written
acceptance by the Seller. Changes to a Purchase Order should be submitted to the Seller in writing and shall contain an
exact description of the required variation.
3.8 Changes to Purchase Orders can give rise to adjustments in price, delivery times or services completion as quoted in
the original offer. The Seller will provide the Buyer with a new written revision of an offer. The revised offer should
be accepted by the Buyer, by sending a new written Purchase Order to the Seller.
4. Prices and Payment
4.1 Prices are quoted in EUR and exclude VAT, customs duties, shipping, insurance, and handling unless otherwise
specified.
4.2 The payment terms shall be as specified in the offer, unless otherwise agreed in writing. Payments must be made by
bank transfer to the account specified by the Seller.
4.3 In case of late payment, the Seller reserves the right to charge interest at a rate of 1% per week, calculated from
the due date until full payment is received.
4.4 The Buyer is not entitled to withhold payment or offset any amounts unless such claims have been confirmed by a
final court decision.
4.5 All bank charges, except the Estonian bank charges, shall be borne by the Buyer.
5. Delivery
5.1 Delivery dates are estimates and not binding. The Seller will make reasonable efforts to meet the estimated delivery
dates.
5.2 The Seller is not liable for delays in delivery or any damages arising from delays. The Buyer is not entitled to
cancel the order or claim damages due to delays, unless otherwise agreed in writing.
5.3 The risk of loss or damage to the Goods shall be governed by the applicable Incoterms 2020 rule as specified in the
Offer. Both parties agree to comply with their respective obligations under the specified agreed-upon Incoterm,
including, but not limited to, responsibility for transportation, insurance, and documentation.
5.4 The Buyer is responsible for inspecting the Goods upon delivery and must report any visible damages or shortages
within 7 days of receipt. This report should be proved verified by an independent expert.
5.5 Any delay resulting in delay in payments or delays occurring during the delivery period, due to the Buyer or other
circumstances beyond control of the Seller, shall result in a corresponding postponement of the delivery date or
extension of total delivery time.
5.6 If at the scheduled delivery date, the Buyer is unable or unwilling to take delivery for any reason and if the Buyer
so requests in writing, the Seller may accept to arrange storage of the equipment at the Buyer’s risk and extra cost.
However, the Buyer shall in that event pay the Seller for all costs incurred by such storage and shall pay for the goods
at the scheduled delivery dates, as if the Equipment Goods had been delivered. The delivery term of the Contract shall
be deemed to change to Ex Works – Bill & Hold, with transfer of risk and title.
6. Retention of Title
6.1 The Seller retains title to the Goods until full payment is received, including any additional costs incurred.
6.2 The Buyer must handle the Goods with care and may not pledge or transfer ownership as security until payment is made
in full.
6.3 If the Buyer fails to make payment, the Seller has the right to reclaim the Goods at the Buyer’s expense.
6.4 The transfer of risk of loss or damage shall be governed by the agreed Incoterms 2020.
7. Warranty and Liability
7.1 The Seller warrants that the Goods conform to the agreed specifications and are free from material defects in
workmanship and materials for a period of 2 years from the date of dispatch.
7.2 The Seller warrants that the Services will be performed with reasonable skill and care in accordance with industry
standards.
7.3 The warranty does not cover normal wear and tear, damage caused by improper use, or alterations made by the Buyer or
third parties without the Seller’s prior written consent.
7.4 In case of defects, the Seller’s liability is limited to repair or replacement of the defective Goods or
reperformance of the Services at the Seller’s discretion. The Buyer must return the defective Goods to the Seller at the
Buyer’s expense.
7.5 The Seller is not liable for any indirect, incidental, or consequential damages, including but not limited to loss
of profit, production downtime, or loss of data.
8. Returns and Cancellations
8.1 Returns must be authorised by the Seller in writing.
8.2 The Buyer bears the cost of return shipping unless the return is due to a defect in the Goods for which the Seller
is responsible.
8.3 Orders may be cancelled only with the Seller’s written consent and may be subject to cancellation fees.
9. Force Majeure
9.1 The Seller is not liable for failure to perform due to circumstances beyond its reasonable control, including but
not limited to natural disasters, wars, military conflicts, strikes, fires, floods, pandemics, and governmental actions,
including international and local sanctions.
9.2 In the event of force majeure, the Seller is entitled to extend the delivery period or, if performance is
impossible, to terminate the contract in whole or in part without liability.
10. Governing Law and Jurisdiction
10.1 These GSC are governed by the laws of the Republic of Estonia, excluding its conflict of law principles.
10.2 Any disputes arising from or in connection with these GSC shall be subject to the exclusive jurisdiction of the
courts of the Republic of Estonia.
11. Miscellaneous
11.1 If any provision of these GSC is found to be invalid or unenforceable, the remaining provisions will remain in full
force and effect.
11.2 The Buyer may not assign or transfer any rights or obligations under these GSC without the Seller’s prior written
consent.
11.3 These GSC constitute the entire agreement between the Seller and the Buyer regarding the sale of Goods and
Services. Any amendments or modifications must be made in writing and signed by both parties.