Commercial terms and conditions
These commercial terms and conditions (hereinafter 'Terms') shall apply to all of our offers, including, ancillary rights, in order to secure our - future - claims that may arise from our deliveries and services to companies (B2B). Part I shall apply to deliveries of goods. Part II shall business relationship. The customer must record the assignment of these claims in his apply to services by our customer service. Any individual agreements deviating from these books not later than when the goods are resold.
Terms shall be valid only if confirmed by us in writing and duly signed. Any informal statements
3. Before having paid the purchase price of an item, the customer may resell that item only if are invalid. Any commercial terms and conditions of the ordering party shall not be applicable. he simultaneously informs the second buyer (end customer) that the resale proceeds have Acceptance of the goods is in any event deemed to constitute acknowledgment of our Terms. previously been assigned.
Our customer services to consumers (B2C) shall be subject to separate commercial terms and
4. The customer may collect the assigned claims as long as he fulfils his payment obligations conditions. Our commercial terms and conditions can be found at www.daikin-ce.com. towards us according to the terms of the contract. The customer may not otherwise dispose of the conditional goods (e.g.: transfer of property by way of security, pledging).
5. The customer must immediately inform us of any attachment or other impairment of the
I. COMMERCIAL TERMS AND CONDITIONS FOR DELIVERIES OF GOODS
conditional goods and/or the assigned claims and explain to the third party that we have
retained title to those goods. Any related cost will be borne by the customer. Our offers are without engagement and non-binding. Any representation of models and any
information about dimensions, weights and technical data are non-binding and subject to Unless otherwise agreed and excluding any further claims, we warrant for any defects and the production-related and model-related changes. Such changes shall not constitute a defect. absence of warranted qualities of the goods at the time of delivery as follows:
2. PLACING OF AN ORDER, CHANGE OF THE DELIVERABLE
1. Unless otherwise indicated below, the warranty period is 36 months of the delivery date had existed already at the time of delivery.We are deemed to have accepted an order not until after we have explicitly confirmed
2.The customer may assert a warranty claim only if the equipment is both installed and put acceptance in writing or actually executed that order. Any arrangement and agreement into operation by Daikin or a company trained by Daikin according to the Daikin installation reached verbally and by phone must be confirmed in writing. instructions and regularly maintained according to the Daikin service notes and/or
2. We reserve the right to rescind the contract even after having accepted an order if operation instructions.
information we have obtained about the customer's liquidity in the meantime suggests
3. No warranty and/or liability is accepted, unless the customer reports visible defects by that the customer will not be able to pay for the entire or for part of the order. giving written notice within 3 working days of delivery and any other defects are reported
3. Having accepted an order, we also reserve the right to change and improve the deliverable, without delay after initial discovery.
e.g. in respect of its type and design, to the extent the customer can be reasonably
4. Unless specifically agreed, Goods branded as 'Daikin Applied Systems', 'Zanotti', 'J&Eexpected to accept such changes and improvements in consideration of our interests (e.g. Hall International for Daikin', 'Tewis', 'Hubbard', 'Dadanko' among others, which are delivery of an equivalent or more sophisticated device). Such changes and improvements typically manufactured on the basis of a specific order, such as chillers, applied heat pumps, are deemed approved in advance.
condensing units (equipped with scroll, screw or centrifugal compressor), Air handling
4. The customer's cancellation or change of an entire or of part of an order requires our units (AHU), refrigeration condensing units and Marine units include a 12-month warranty written consent and entitles us to charge the customer - in addition to the services already
period, provided that the machine was put into operation by Daikin itself or by a company provided and costs accrued - a (cancellation) fee equal to 20 % of the order value and at person certified by Daikin. Goods branded as 'Luve' and 'Guntner' such as air-coolers, least € 250. For certain product groups, which are manufactured on the basis of a specific evaporators, condensers and related options and accessories generally include a 24 month order, (e.g. multiple scroll, screw chiller, AHU etc), separate cancellation rules apply, which warranty period can be found at www.daikin-ce.com.
5. For 'Rotex' branded products generally a 24-month warranty period is valid except for following variations: 10 years for underfloor heating pipes and system plates, VA-piping
3. PRICES AND TERMS OF PAYMENT
and variosafe oil storage tanks. 5 years for solar panels, variosystem and highcube oil tanks
1. Prices are based on the price list, as amended from time to time, which is usually issued and variocistern rainwater tanks. 3 years for hot water storage tanks HYC, SCS and SC. once a year. We reserve the right to change prices also during the year.
6. In a warranty event, we undertake, at our discretion, to repair the defective goods or
2. Prices are understood to be net prices without any taxes, duties or charges in the quoted components or to make available faultless goods or components. There are no other currency including packaging, unless otherwise indicated. We will not take back packaging warranty remedies or claims whatsoever. Labour cost, travel times, supplies, such as,and packing material. refrigerant, freezing agents, glycol and lubricants, or other costs (e.g. for installation,
3. We will not accept any objections to invoices which are received more than two weeks afte retrofitting) will not be reimbursed.
receipt of an invoice. Unless otherwise indicated, invoices are due net 30 days from the
7. Daikin, at its own discretion, can provide software and/or Hardware updates from time invoice date; the payment date is the date on which a payment is received by us. In case of to time. Updates may include error corrections, improvements as well as upgrades and late payment, we will charge default interest at a rate of 12% p.a. In case of default, we may enhancements. Updates are provided to the customer in machine-readable and installable also demand all costs related to the collection of our claim, including, without limitation, form, including installation instructions. The customer is required to install updates at his dunning and collection charges. own cost and expense within a reasonable period of time. Any damage caused by a failure
4. If payment by instalments has been agreed, the maturity date will be accelerated if the to install updates shall be the customer's sole responsibility, and Daikin does not accept any customer is in default in respect of only one instalment. liability nor warranty due to the failure to update a unit.
5. We may make deliveries dependent on advance payment.
8.In addition to paragraphs 2 to 3, no warranty and/or liability is accepted for defects that
6. The customer may not withhold or offset payments in reliance on warranty or other claims. have been caused by inadequate or improper use or treatment, failure to observe operating conditions or maintenance instructions, excessive use or inadequate operating materialsthose concerning delivery times, reservation of title, liability, environment and licenses,
4. DELIVERY TIME
or substitute materials or spare parts not provided by Daikin. In addition, no warranty is
1. Indicated delivery times are non-binding and for reference only, although we endeavour to accepted for usual wear and tear of wearing parts, including, but not limited to, filters, meet indicated deadlines. The customer has no right to insist on compliance with a certain burner nozzles, carbon brushes of engines, couplings, electrodes, protection anodes, UV delivery time. As a consequence, delays in delivery will not entail any claims for damages probes, grids, oil or other consumables.
and do not entitle the customer to rescind the contract. The same holds true if delivery
9.Unless we are granted the required time and opportunity to take all necessary warranty deadlines are not met due to force majeure, strike or other events outside our control. measures, we are released from any warranty claims and damages. If the customer
2. We will not accept penalty claims asserted by the customer under any circumstances. continues to use defective goods, we warrant and/or are liable only for the original defect.
3. Partial deliveries are permitted.
We will not reimburse any cost of repairs which are carried out without our express prior
4. If the ordering party is in arrears on an earlier delivery, Daikin may withhold deliveries consent. We disclaim any liability for the consequences of such repairs. pending payment of the earlier delivery and is not required to pay to the ordering party any
10. The warranty period for spare parts and other improvements is 6 months after delivery damages in this respect.
(delivery to the forwarding agent).
5. ACCEPTANCE OF DELIVERIES, TRANSFER OF RISK, DELAYED ACCEPTANCE
11. If a defect is remedied, the warranty period will not recommence for the replaced or
1. Unless otherwise agreed, deliveries are made CIP (Incoterms 2010) to the named destination
2. In principle, delivery CIP covers only minimum transport insurance. Additional transport
12. We may refuse to remedy defects as long as the customer is in default with his payment
insurance will be purchased only if explicitly requested by customer and subject to a obligations. separate agreement and at the customer's cost and expense.
13. If third-party products are delivered and installed, warranty is restricted to assigning
3. The customer must immediately check deliverables received by him or directly by his the warranty claims we may assert against the supplier of the third-party product. The customers for any transport damage and he must record any damage to the packaging or customer may not assert any other warranty claims and does not qualify for any claims for a the device in the delivery note and shall refuse delivery towards the forwarding agent. If price reduction. the customer finds out only later that goods are damaged, the customer shall report any
14. Daikin may request that parts claimed in Warranty Claims as malfunctioning be provided for such damage to us immediately, in no case later than three working days after delivery; detailed investigation, this includes broken, defective or assumed damaged goods, parts or otherwise, any insurance claim may expire.
systems. In cases where the investigation reveals the warranty claim is unfounded and the
4. If the customer is in delay with acceptance, we - notwithstanding our other rights - may warranty is rejected (e.g. part was damaged by external factors, lack of maintenance, part is charge the goods as delivered or may otherwise dispose of them without setting a time working properly, etc.) investigation and/or shipment fees may apply. limit. If we otherwise dispose of the goods, the delivery time will recommence on the day
we receive the customer's written request calling for delivery of the goods. We are liable for damage only if we demonstrably acted with intent or gross negligence. We
5. We may charge the customer for any costs incurred due to late acceptance, including, disclaim any liability for slight negligence. We are particularly not liable for consequential without limitation, any storage costs, waiting periods, etc..
damage (e.g. idle times due to wrong deliveries) and financial loss, lost profit, unachieved
6. RESERVATION OF TITLE
savings, loss of interest and any damage suffered from third-party claims against the customer,
1. We will retain title to goods delivered pending full payment of all claims arising from unless the foregoing is attributable to our intent or gross negligence. If damage is attributable our business relationship with the customer, even if the purchase price for specifically to the defective condition of goods delivered to us, we are liable only to the extent the producer designated claims was paid. If our conditional goods are processed, we will acquire title to& or upstream supplier is liable to us. Our liability does in any case not exceed the invoice value& the new item without consideration. If the goods delivered by us are mixed, processed or of the incriminated goods. combined with other items, the customer hereby assigns to us in proportion of the value
9. GUARANTEE & EXTENDED WARRANTY
of our invoices an ownership or co-ownership right of the combined or new item, both in
1. In addition to warranty, within the warranty period as described in Section 7, we guarantee respect of the interim and the final products. for proper functioning of the equipment. Daikin's guarantee covers both materials as well
2. The customer may resell goods delivered by us and the items created by processing, mixing as working and travel times. The guarantee does not create any claims other than those or combining these only in the ordinary course of business. The customer hereby assigns to for free removal of defects, such as damages. The guarantee shall be valid only if all of the us any claims arising from such resale or from any other legal ground toward third parties,
following requirements have been satisfied:
to the courts in Vienna.
(1) Payment in full by the customer within the agreed performance period;
2. All contracts concluded by us and all disputes arising in connection with those contracts
(2) Professional installation by a licensed business;
shall be governed by and construed in accordance with Austrian law without giving effect
(3) Use under the specified conditions (fuel, fireplace, ambient conditions, etc.);
to its conflict of law rules and the UN Sales Convention.
(4) Putting into operation by the Daikin Service or by authorized Daikin service partners.
2. The guarantee shall expire if maintenance work as required by Daikin was not carried
out, not in due time or not by a company authorized by Daikin and if the customer did Should any term of these commercial terms and conditions or of the contract concluded not comply with the service intervals as required by Daikin. The burden of proof for between us and the customer be invalid or ineffective, this shall not affect the remaining terms proper and timely conduct of maintenance and cleaning work lies with the customer. The hereof or thereof. Invalid terms shall be replaced by lawful terms which closest reflect the guarantee shall also expire if the customer uses any accessories not authorized by Daikin or parties' intent if a company not authorized by Daikin interferes with and makes changes to the delivered II. COMMERCIAL TERMS AND CONDITIONS FOR SERVICES item. Any wearing parts are not covered by the guarantee.
The following conditions shall apply to services provided by our customer service, such as
10. RETURNED GOODS
installation, putting into operation, inspection and troubleshooting, repair and maintenance.
1. Goods can be returned and exchanged only upon our express and written consent. We
accept returned goods only with a minimum net value of € 100.00 per item and a maximum
1. SCOPE OF SERVICES
net value of € 50,000.00 per item and only provided that those goods are not damaged,
1. The precise scope of service results from our written offer or our written confirmation of have not been used, are in original packaging and are fit for resale. In particular, returns of order. Any additional services not expressly indicated in the offer and/or the confirmation already installed units (including chillers) and returns of any made to order units as well as of order and provided by us on the customer's request will be charged separately pursuant spare parts are not permitted. to our applicable price list. The same shall apply if an on-site inspection provides that
2. The customer shall complete the 'Request for Goods Return' form (available at the Daikin
further services are required. Business Portal https://my.daikin.eu) and send it to us to the fax number or email address
2. In case of remote monitoring units, our customer service will take action only if instructed provided by us within 10 calendar days after delivery, otherwise we will not accept the by the customer or that such action is agreed upfront in writing.< return.
3. We provide services only for the equipment and unit components delivered and/or
3. Goods must be returned freight paid at the risk of customer to the destination indicated by
produced by us. The scope of services therefore does not include a test of third-party us. components, a leak test of supply pipes created by the customer, a test of electric supply
4. In every case of a return, a maximum of 80% of the net price charged by us to the customer and/or connection lines, a hydraulic adjustment of the unit. In case of units consisting of will be credited. All standard returns will be subject to a restocking / administration charge third components, our services do not include an inspection of the entire unit. We will of 20 % of the net price. in particular not check whether the unit is complete and whether its safety devices are
5. All returns will be inspected by us. If goods are returned wrongly (i.e. not in compliance consistent with pertinent regulations and the state of the art. with paragraph 1. Above), we may refuse the returns and have them returned back to the
4. We are not required to check whether information provided and documents (e.g. customer at the customer's risk and costs. Alternatively, we may charge a higher restocking descriptions of units, schemes) supplied by the customer are correct. / administration fee than the above mentioned 20%.
6. Credit notes of any nature whatsoever will exclusively be offset against future deliveries.
2. COST ESTIMATES
1. Cost estimates are non-binding and without engagement.
2. If we provided a cost estimate or a package offer, we will obtain prior consent by the It is the responsibility of the customer to install and commission the goods and to ensure its customer in respect of any necessary additional work that can only be identified upon employees, agents and subcontractors or any other persons used by the customer to install execution, is required to create operability and exceeds 10% of the sum total. and commission the goods are fully trained to do so and that the terms of any instructions or manuals provided with the goods are followed.
3. DUTIES TO COOPERATE
1. The customer shall ensure that any cooperation required for the provision of services owed
12. ENVIRONMENT, LICENCES
by us is granted timely and free of charge.
1. The customer shall be responsible for all costs, charges, and expenses arising from or in
2. The customer shall in particular grant access to the units as required. The customer shall connection with the decommissioning, recovery, recycling and disposal of all or part of the provide at the customer's own cost and expense all necessary technical requirements goods and shall not seek to recover such expenses or contribution from us. (e.g. power supply), unless such requirements are to be provided by us under a special
2. The customer is responsible for obtaining and complying with all relevant licenses, agreement. The customer shall ensure that the respective operating site is sufficiently lit. permissions, permits and consents from appropriate regulatory bodies and for complying If required, the customer shall provide ladders and scaffolding to enable our employees to with any other lawful authority in connection with the storage, installation, operation, use, easily access the site safely. The operating site must be easily accessible with a customer maintenance, repair, transportation, decommissioning, recovery and eventual disposal of service vehicle. the goods.
3. The customer shall provide all necessary information and documents to enable a smooth
3. Where the customer sells all or part of the goods to another party, the customer may enter provision of the agreed services. Before the provision of services commences, the custome >into a similar covenant with that party. shall in particular disclose any change made by the customer or third parties to standard
settings, the control system and other parameters as well as any damage to the unit the
1. All information and/or advice, whether written or oral, whether in relation to the goods
customer is aware of.
or to our business, given by us to the customer, shall not be disclosed to any third party
4. When a unit is put into operation, the customer shall also provide the requirements referred
without our prior written consent, save to the extent that such information and/or advice
to in our related conditions.
is in the public domain otherwise than by virtue of a breach of this condition or that the
5. If the customer does not properly cooperate, we may discontinue our work. In addition,
disclosure is required by law.
the customer shall bear all related extra costs, including idle times of our employees who
2. The customer shall promptly give notice to us of any disclosure required by law and we
cannot be used otherwise on short notice, as well as any costs for additional travel time,
may seek an appropriate remedy to prevent such disclosure. The customer undertakes to
based on the applicable prices of our price list.
fully co-operate with us (at the customer's own expense) if we reject the validity of such a
4. PRICES AND TERMS OF PAYMENT
1. Prices for services are based on the service price list applicable when an order is placed,
unless our written offer provides otherwise.
14. INTELLECTUAL PROPERTY RIGHTS
2. Services will generally be charged based on time actually spent at the agreed hourly rates
1. The customer shall have no rights to any intellectual property owned by or licensed to us.plus travel expenses based on flat fees or time actually spent (km and time).
2. The customer shall not allow any trademark or instruction or warning applied to the goods
3. Our regular service hours are from Mon-Fri from 08.30 to 16.30. A 50% surcharge on
to be obliterated or obscured. regular compensation will be charged outside such service times. A 100% surcharge on
3. All designs, samples, models, experimental equipment, marketing devices, accessories
compensation will be charged for work provided on Sundays, public holidays and from
and other items relating to the goods or their development or creation shall remain our
20.00 to 07.00.
property, shall be treated as confidential and shall not be copied, reproduced or disclosed
4. Spare parts will be charged on the basis of the price list applicable on the date of
to any person without our prior written consent.
replacement of a unit component. We shall retain title to spare parts pending full payment
15. PERSONAL DATA
of an invoice.
1. The customer's personal data, which we received on the occasion of an order, will be
5. Invoices will be issued after performance of service, or upon mutual written agreement.
electronically stored and processed for the purposes of fulfilling the order, providing goods
6. If an order is cancelled by the customer, or the site/unit is inaccessible or unavailable and services to the customer, managing the relationship with the customer, for our internal the customer will be charged 50% of the order value plus travel expenses, but at least accounting and processes and for legal or regulatory purposes. For some of these purposes EUR 250.00. we may need to share the customer's data with third parties but we always ensure that the
7. Unless otherwise indicated, invoices shall be due and payable without deduction data are kept confidential and protected by third parties. immediately after invoicing.
2. The customer agrees that we may ask credit reference agencies and/or credit insurance
8. Otherwise, Section 3 (Prices and Terms of Payment) of our terms and conditions of sale shall
or collection companies to run credit searches or checks against the customer in order
apply mutatis mutandis.
to assess the customer's financial performance and that we may pass on the customer
information (name, address, contact details, name of owner, order details, order history
1. We warrant for the diligent, professional provision of services. All services will be provided payment behaviour, customer balance) to companies such as Atradius Credit Insurance by qualified personal.
N.V., Zweigniederlassung Österreich, CRIF GmbH, Österreich, Akzepta Inkasso Gmbh or
2. No warranty is accepted, unless the customer gives written notice of visible defects within others for this purpose.
3 working days of performance of the service and of any other defects without delay after
3. The customer further agrees that we and other members of our group (as mentioned at initial discovery.
www.daikin.com) may use the customer's personal data (name, address, contact details,
3. Otherwise, Section 7 (Warranty) of our terms and conditions of sale shall apply mutatis order details and history) also for our own marketing purposes and contact the customer mutandis.
by phone, e-mail or SMS or other messaging service about our products and services which may be of interest to the customer. The customer may revoke his consent at any time. For
16. PLACE OF JURISDICTION, APPLICABLE LAW
personal data, jurisdiction and applicable law shall apply to services mutatis mutandis.
1. All disputes arising from or in connection with this Agreement shall be exclusively referred
The Daikin Commercial terms and conditions are also available in the internet at www.daikin-ce.com/t&c
DAIKIN AIRCONDITIONING CENTRAL EUROPE HandelsgmbH
campus 21, Europaring F12/402, A-2345 Brunn am Gebirge · Tel.: +43 / 2236 / 32557 · Fax: +43 / 2236 / 32557-910 · e-mail: email@example.com · www.daikin-ce.com