CITYLIGHT GENERAL TERMS AND CONDITIONS FOR THE SALE

1. General

1.1. These general terms and conditions (hereinafter – “Terms”) for the sale of goods shall apply to all of Buyer’s current and future purchases of Goods from and provision of Services by Seller to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase Order, Order confirmation or a similar document.

1.2. All Orders for Goods and Services shall be deemed as an offer by the Buyer to purchase Goods and/or Services pursuant to these Terms.

1.3. Any variation and deviation from these Terms (including any special terms and conditions agreed upon between the Parties, including without limitation as to discounts) shall be inapplicable unless agreed in Writing by the Seller.

1.4. The acceptance of delivery of Goods and Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Terms.

1.5. The applicability of Buyer`s sales conditions and / or general terms and conditions is expressly excluded, regardless of whether the Buyer refers to its terms and conditions in a request for a quotation or other communication addressed to the Seller.

1.6. In these Terms, the following terms are defined as follows:

1.6.1. “Seller” – the limited liability company “Citylight Danmark A/S” , incorporated under the laws of the Denmark of  danish with registration number 44332477.

1.6.2. “Buyer” – a company, organisation, body or a person who buys Goods and/or Services from the Seller.

1.6.3. “Goods” – the articles to be supplied to the Buyer by the Seller.

1.6.4. “Services” – all activities performed by the Seller or arranged to be performed on the Buyer`s instructions in addition to the sale of Goods.

1.6.5. “Order confirmation” – a Written confirmation of an Order which is sent by the Seller, in which it accepts the Order placed by the Buyer.

1.6.6. “Order” – a Written request (purchase order) by the Buyer to sell Goods and/or provide Services that shall include at least the following details of the ordered Goods and Services: specification and description of the Goods (i.e., name and code of the Goods) and Services, number of units of the Goods, contact and shipping addresses and the preferred term of delivery. The Buyer shall provide all available contact information about the receiver of the Goods, including company name, address, contact persons, telephone numbers and electronic mail addresses.

1.6.7. “CMR” – standardized document – a consignment note, required for cross-border transport of cargo by road.

1.6.8. “Delivery note” – standardized document – a consignment note, required for transport of cargo by road in the territory of Republic of Latvia.

1.6.9. “In Writing” or “Written” – a mail, e-mail or a document handed over from the Seller to the Buyer or vice versa by means of a registered mail or e-mail.

1.6.10. “Terms” – these general terms and conditions for the sale of Goods to be found in the homepage of the Seller at http://www.city-light.dk/.

1.6.11. “Parties” or “Party” – the parties to the agreement concluded under these Terms, i.e., the Seller and the Buyer together, or each of the Parties separately.

2. Orders and Specifications

2.1. The Order shall be made electronically by sending an e-mail to sales@citylight.net or info@citylight.net. The Order can also be sent to a specific contact person from the Seller’s sales department provided that the e-mail contains the @city-light.dk domain.


2.2. Any Order shall become binding upon the Seller only when accepted In Writing with the Order confirmation by Seller. The Seller shall only be bound by verbal agreements after and insofar as they have been confirmed by the Seller In Writing with an Order confirmation.


2.3. The Seller informs the Buyer In Writing whether the Order is confirmed within 5 (five) business days after receiving the Order. If the Seller has not provided the Order confirmation within 5 (five) business days after receiving the Order, the Order shall not be considered as accepted and no Order confirmation shall be tacitly assumed. The Order confirmation which has been sent via electronic mail shall be deemed notified and received by the Buyer on the second working day after sending thereof.


2.4. The Buyer is entitled to cancel the Order confirmation at its own convenience within 5 (five) business days after receiving it from the Seller, without bearing any extra costs.


2.5. In case the Buyer cancels the Order confirmation after the deadline provided in Section

2.6., the Buyer shall reimburse to the Seller all the costs incurred by the Seller in relation to the efforts of fulfilment of the Order of the Buyer, including but not limited to all costs of procuring and buying the components necessary fulfilment of the Buyers Order of the Goods, personnel costs related to Order processing, as well as, shall pay all reasonably substantiated damages incurred by the Seller in relation to the Order cancellation, including but not limited to lost profits. The abovementioned payments for reimbursement of costs and compensation of damages shall be made within 2 (two) weeks after the cancellation of the Order confirmation, based on a Written explanation issued by the Seller, listing all costs and damages incurred by the Seller.


2.7. The Seller is entitled to make any changes in the specification of the Goods and/or Services to conform to any applicable statutory provisions that do not materially affect the quality of Goods or the performance of Services. The Seller may implement any technical changes, improvements and necessary component changes in the Goods included in the Order, including amongst other changes necessary due to unavailability of certain components of the Goods, that do not negatively affect the quality and usability of the Goods and do not substantially affect the main product characteristics of the ordered Goods, if such changes are necessary in order to ensure the timely fulfilment of the delivery of the Goods, or, in order to avoid the Seller incurring any extra costs or damages in relation to the fulfilment of the Order.

2.7. The Buyer is not entitled to revoke or cancel any Order after such Order has been made, unless the Seller has agreed In Writing to such cancellation and has received from the Buyer a Written acknowledgement to bear all Sellers costs, charges and expenses incurred in respect thereof, including but not limited to costs incurred by the Seller in relation to procuring and buying the components necessary fulfilment of the Buyers Order of the Goods.

All pictures and specifications of performance in the Seller`s catalogues, price lists and advertisements shall count as an approximate. The Seller does not guarantee the correctness of details regarding weight, dimensions, colour etc.

3. Prices

3.1. Unless otherwise agreed, all prices given by the Seller shall be based on EXW(Ex Works) Kong Christians alle 51 9000 Aalborg denmark in accordance with the currently applicable Incoterms® and exclude value added tax and other applicable taxes and duties. Any additional related costs, including but not limited to transport costs, customs duties and Buyer’s local taxes, consulate fees, freight and insurance premiums or other duties or levies of any kind, shall be borne by the Buyer.


3.2. The price of the Goods shall be the price specified in the Seller`s Order confirmation or, if none, on the Seller`s quotation or, if none, on the Seller`s currently applicable price list.


3.3. If the price is specified in the Seller`s quotation, the price is valid for 1 (one) month after the quotation is made.


3.4. If any change occurs in raw material prices, taxes, wages or foreign exchange fluctuation, the Seller is entitled to unilaterally amend the agreed price accordingly.


3.5. If the Seller provides transport services to the Buyer, the price that the Buyer shall pay for the received transport services shall be equal to the price that the Seller has paid to the transport company.

4. Terms of payment

4.1. The method, currency and timing of payments shall be specified in the Order confirmation and the invoice. If there is no other agreement, all payments shall be made by bank transfer in EUR (euro) to the Seller`s bank account. The Buyer shall bear all transaction charges.

4.2. If not agreed otherwise, the Buyer shall pay to the Seller for the Goods in 2 (two) instalments, in accordance with following order:
4.2.1. An advance payment amounting to 50% (fifty percent) of the Order price, within 5 (five) business days after the receipt of the Order confirmation issued by the Seller, based on the Seller’s invoice;

4.2.2. A payment amounting to the remaining 50% (fifty percent) of the Order price, within 10 (ten) business days after the fulfilment of the delivery of the Goods, based on the Seller’s invoice.

4.3. If the Buyer fails to make any payment by the due date or the Seller has reasonable grounds for believing that the Buyer will not make any payment without prejudice to any other right or remedy available to the Seller, the Seller is entitled to cancel or suspend any further deliveries to the Buyer.

4.4. Any amount not paid in full by the due date of payment thereof shall be subject to a delay penalty with a daily interest rate of 0.5% (zero point five percent) per each 1 (one) day of delay, but not exceeding 10% (ten percent) of the Order price in aggregate. Reimbursement of the delay payment will not exempt the Buyer from coverage of the debt. In the event of a debt, first the delay payment has to be paid and then the amount of the debt.

4.5. The Seller might maintain an effective and comprehensive insurance policy to cover its own scope of activities and liabilities, including general third party liability and product liability. Thus, in case of the Buyer`s failure to fulfil its payment obligations, the Seller is obliged and entitled to inform the insurance company, which might negatively affect the Buyer`s credit reputation.

4.6. In the event that the Buyer fails to pay within the agreed period, the Seller will be entitled to transfer collection of the outstanding amount to a debt collection company.

5. Invoices

5.1. The invoices issued by the Seller are external supporting documents. The invoices shall be prepared in electronic form according to the regulatory requirements and shall be valid without a signature.

5.2. Existence of economic transactions shall be substantiated by delivery documents, such as a CMR or Delivery note, evidencing the fact of transfer and acceptance of the Goods and shall be signed by both Parties.

5.3. The invoice shall be deemed as sent if it has been sent to the electronic mail address specified in Order confirmation. The invoice which has been sent via electronic mail shall be deemed notified on the second working day after sending thereof.

5.4. If the Buyer changes the electronic mail address (or any other relevant details, incl., address, VAT registration No.), it shall immediately, but no later than within 5 (five) business days after the change, inform the Seller In Writing of the new electronic mail address (or other relevant details).

6. Delivery and Performance

6.1. Currently applicable Incoterms® delivery term, and the mode and destination of the delivery shall be specified by the Seller and the Buyer in the Order confirmation. If no delivery term is specified in the Order confirmation, the applicable delivery term shall be Kong Christians alle 51 9000 Aalborg Denmark.


6.2. The Seller shall inform the Buyer of any foreseeable delay in delivery as soon as practicable after the Seller becomes aware of such fact.


6.3. If a delivery is delayed solely due to the fault of the Seller, the Buyer may demand that Seller delivers the Goods within a reasonable time period after the delivery date, as agreed by the Buyer and the Seller.


6.4. The order will be considered fulfilled from the moment of delivery of the Goods to the final point, agreed upon by the Parties in the Order confirmation and signing of the CMR or Delivery note.


6.5. In some cases, the Goods might not be available to all countries. The Seller is delivering the Products worldwide. However, according to the legislation of the European Union and Latvia, there might be restrictions for some territories and countries. As well, there might be technical difficulties to perform a delivery to a specific location.


6.6. The Buyer is solely responsible for ensuring the Products comply with the local laws and regulations (including frequency range) upon purchase of the Goods.


6.7. The Seller may deliver the Goods in one or more parcel(s) or package(s).


7. Packaging

7.1. Unless otherwise agreed In Writing, the Seller shall decide on the means and solutions of packaging and marking of the Goods at its own discretion.

7.2. Special packaging or marking arrangements are made based on a separate agreement between the Parties before the issuance of Order confirmation and are subject to a surcharge in accordance with the Seller`s fees.

8. Transfer of Title and Risk of Loss

8.1. The risk of loss and damage to the Goods shall pass to the Buyer at the time of delivery.

8.2. Title and ownership of the Goods shall remain with the Seller, to the fullest extent permitted under applicable law, until the Buyer has paid the purchase price of the Goods in full amount.

8.3. If the Buyer fails to make the payment of the Goods to the Seller in time agreed in the Order confirmation and invoice, the Seller may at any time require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

9. Transfer and inspection of Goods

9.1. The acceptance and transfer of Goods is confirmed by a CMR or Delivery note.

9.2. Upon receipt, the Buyer shall inspect the supplied Goods at the moment of delivery and in the place of the delivery. In this context, the Buyer shall bear the risk in respect of a random inspection.

9.3. If the inspection reveals any unconformities, the Buyer shall inform the Seller In Writing according to Section 10.

9.4. In the event if the Buyer wilfully refuses the supplied Goods and requests to retrieve already paid money, the Seller will collect 20% for covering the supply costs and incurred losses.

9.5. The Seller, under the necessity, has a right to learn about the balance of the outstanding Goods residual at the Buyer’s. The Buyer, on their turn, must provide that information to the Seller within 3 (three) business days following the request of the Seller.

10. Notice of claims

10.1. Any notice of a claim shall be made In Writing.

10.2. Claims in relation to condition of the Goods or insufficient number of items (apparent defects) shall be effectuated immediately upon arrival of the Goods and notified In Writing to the Seller not later than within 3 (three) business days after the delivery. Any such claim shall be documented by a remark on the CMR or Delivery note otherwise the Seller shall refuse to accept notice of claims.

10.3. Claims in relation to Goods, where defects were not apparent (i.e., invisible defects), shall be effectuated In Writing as soon as possible but not later than 8 (eight) days after such invisible defect has been discovered, and in any event not later than within 12 (twelve) months from the delivery.

10.4. Claims in relation to Goods’ defects shall be submitted with photos, a Goods’ label, batch number and any other information that would help to support the claim (including the description of installation process, if applicable).

10.5. The Buyer is responsible for storing the Goods responsibly until any claim has been clarified between

11. Return

11.1. Return of any Goods which are in conformity with the Order confirmation shall only be accepted upon separate Written agreement with the Seller.

11.2. In the event that return is accepted, the returned Goods shall be in the same condition as on delivery and in its original packaging where applicable.

11.3. The Seller is entitled not to accept the returned Goods if the Goods are damaged, dirty or with a damaged packaging.

11.4. Any Buyer’s financial document regarding the return of Goods will be accepted by the Seller only after the actual return of Goods.

11.5. In case of such return the Seller will refund to the Buyer a maximum of 75% (seventy five percent) of the price, for which the Goods initially were sold to the Buyer.

11.6. The Buyer shall be responsible for any freight costs and custom fees in connection with the return.

11.7. The Seller shall not accept the return of any Goods later than 6 (six) months after the delivery.

12. Warranties and Liability

12.1. Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free of any hidden defects in material and workmanship for a period of 24 (twenty-four) months from delivery. The Seller makes no express or implied warranty extending beyond the Seller`s Goods specifications.

12.2. This warranty is given by the Seller subject to the following conditions:
12.2.1. the Seller shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Buyer;
12.2.2. the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller`s instructions (whether oral or in writing) or industry standards, misuse, alteration or repair of the Goods without the Seller`s approval.

12.3. The warranty is forfeited every time the Goods are assembled or applied incorrectly, have not received sufficient maintenance or are damaged as a consequence of improper storage or incorrect processing by the Buyer. The Buyer’s responsibility is to take all the necessary care in handing, storing and processing.

12.4. The Seller shall at their option, upon a written request of the Buyer, either provide a replacement of the Goods free of any charge until the original point of sales, or effect repairs to any defect resulting from improper quality and/or defective design, workmanship or material.

12.5. The Seller shall bear direct costs linked to all replaced Goods and parts thereof and the parts supplied in replacement under the warranty, including dues, customs, import and export charges, and direct and indirect taxes imposed on the repaired, replaced or removed Goods.

12.6. The liability of the Seller is limited to the reparation or replacement of the faulty Goods or parts thereof, and does not comprise any other compensation for indirect losses, for example, loss of profits of the Buyer or in relation to inability of any performance due to the unavailability of the Goods, etc.

12.7. In response to each warranty request to the buyer, the Seller shall inform the Buyer on the approximate timeline for ensuring the replacements or repairs of Goods under the warranty provisions of these Terms. This timeline, however, shall be indicative and not binding to the Seller. Replacement/repair of the Goods under warranty will be ensured by the Seller, inter alia, based on the availability of the necessary replacement components.

12.8. The Goods replaced under the warranty will be submitted to a guarantee based on the same terms for a period of 6 (six) months as of the date of replacement.

12.9. Any defective part(s) shall be removed from the premises of the Buyer and shall become the property of the Seller.

12.10. If the Parties disagree on the cause of defects, an expertise should be performed. The expenses for services provided by the expert shall be borne by the Party who is proven to be in the wrong.

12.11. This warranty will only cover Goods and components which have been manufactured by the Seller. This warranty is not a consumer or final users’ warranty and does not extend to anyone other than the Buyer who directly purchased the Goods from the Seller.

12.12. Goods may contain Li-ion or another type of battery. The warranty period for the built-in battery is 12 (twelve) months. No warranty applies to replaceable batteries. The performance of the built-in battery is acceptable until it keeps the respective unit up for more than 50% of the specified working time in room temperature (20OC / 68OF).

12.13. The warranty period may be extended only upon a separate Written agreement between the Seller and the Buyer. Such agreement shall amongst other include the extra costs to be paid by the Buyer for the extension of the warranty period.

13. Intellectual Property

13.1. Nothing in this agreement and the delivery of the Goods shall operate in any way so as to assign, license, transfer or otherwise dispose of any intellectual property rights owned by the Seller.

13.2. All intellectual property rights in or related to the Goods including, but not limited to, patents, trade secrets, know-how, copyright, trademarks, service marks, and mask rights, registered or unregistered, owned or otherwise used by the Seller, as well as all goodwill related thereto, are and shall remain at all times the exclusive property of the Seller. None of the foregoing property rights may be exploited by the Buyer except as provided in these Terms nor shall such rights be transferred to the Buyer except as expressly provided in these Terms. Each customer shall take reasonable measures to protect the Sellers intellectual property rights.

13.3. “citylight” and “Teliko” names and logos are proprietary trademarks and shall not be used without the Sellers explicit permission. The customer shall further not alter or remove any proprietary marks, logos, or labels on Sellers Goods.

14. Confidentiality

14.1. Each Party shall keep in confidence all commercial, technical, financial and other confidential information (including without limitation technical and commercial terms) of the other Party during the term of any agreement and for a period of 2 (two) years thereafter. Each Party shall not disclose such information to any third party or use such information for any other purpose than the performance of its obligations pursuant to this agreement. Additional terms contained in any applicable confidentiality or non-disclosure agreement entered into between the Seller and the Buyer shall also be applied to the exchange of information under the agreement.

15. Force Majeure

15.1. Notwithstanding anything else contained in this agreement, neither Party shall be liable for non-performance of its obligations under any agreement if such non-performance is caused by any event beyond the reasonable control of the Party (Force Majeure circumstances) including, but not limited to fire, embargo, icing of sea, flooding or other natural disaster, strike, lock-out or other labour dispute, shortage of raw material, disruption in the energy supply or supply failures by the Seller`s suppliers. The Parties expressly agree that Force Majeure circumstances shall amongst other include the effects related to the spread of the Covid-19 viral disease or an epidemic of another infectious disease, including, but not limited to port congestions, unavailability of ships or other means of transportation for shipping of the Goods or components of the Goods, supply chain disruptions, unavailability of factories of components of the Goods, etc.

15.2. The Party invoking Force Majeure shall inform the other Party In Writing of the Force Majeure and the expected duration of the Force Majeure and shall use its best endeavours to mitigate the adverse effects of the Force Majeure, overcome the effects of the Force Majeure and to resume performance of its obligations under the agreement. In case of Force Majeure, the Parties shall undertake all reasonable efforts to agree In Writing on an extension of the term of performance of the obligations under the Terms by a period of time corresponding to the duration of the Force Majeure circumstances or to another term agreed upon by the Parties.

15.3. If, under Force Majeure circumstances, the Parties fail to agree on an extension of the term of performance of the obligations under the Terms, such extension causes disproportionate costs to either Party or extension is not possible within reasonable time limits, each of the Parties may unilaterally terminate the contractual relations established under the Terms, with a 1 (one) month Written notice.

16. Applicable law and settlement of disputes

16.1. These Terms and any sales pursuant to them shall be governed by and construed in accordance with the laws of the Republic of Latvia (applicable law). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any products associated herewith.

16.2. Any dispute arising out of the Order shall be submitted In Writing for resolution to Buyer’s and Seller’s ascending levels of management up to the executive level. If the Parties are unable to settle the dispute within 60 calendar days, or as agreed by the Seller and Buyer In Writing, either Party may submit the dispute for settlement in accordance with these Terms.

16.3. If the country of residence or country of incorporation of the Buyer is within the European Union, the Buyer and the Seller irrevocably agree that the courts of the Republic of Latvia shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms, and that accordingly any proceedings in respect of any such claim or matter shall be brought before the courts of the Republic of Latvia.

16.4. If the country of residence or country of incorporation of the Buyer is any country outside the European Union, the Buyer and the Seller irrevocably agree that the any disputes shall be resolved by binding arbitration of the Latvian Chamber of Commerce according to its rules conducted in Riga, Latvia. Any such arbitration shall be presided over by a single arbitrator and conducted in English. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with applicable law. The prevailing Party in any dispute concerning these Terms shall be entitled to reimbursement for all of their arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, its reasonable attorney’s fees.

16.5. Any court or arbitration proceedings filed pursuant to these Terms must be commenced within 1 (one) year of the date the Party asserting the claim knew or should have known of the act, omission, or default giving rise to the claim in question; there shall be no right to any remedy for a claim filed outside of this time period. If applicable law prohibits a one-year limitation, all claims must be asserted within the shortest time period permitted under applicable law.

17. Other conditions

17.1. Nothing in these Terms shall be construed to create a partnership, joint venture or other agency relationship between Seller and the Buyer.

17.2. Each person submitting an Order to the Seller represents they have authority to bring into effect the sale proposed therein and bind the proposed buyer to these Terms. When the proposed customer (Buyer) is a legal entity, the individual submitting the Order represents they have obtained all prior authorizations and approvals necessary to complete the sale proposed in their Order.

17.3. Unless they are superseded by a Written agreement, these Terms constitute the complete and exclusive agreement between Seller and its customers (Buyer) and supersede all prior or contemporaneous agreements, communications or understandings, whether written or oral, regarding the same subject matter.

17.4. Any delay in enforcing these Terms shall not be deemed a waiver of future enforcement. No waiver or amendment respecting these Terms shall be enforceable unless they are In Writing, and a written waiver shall only be effective for the subject matter it describes.

17.5. The Seller shall have the right to update or change these Terms at any time by its unanimous decision. It is the responsibility of the Buyer therefore to check these Terms periodically. The continued use by the Buyer of the Service after the Seller may post any modifications to the Terms and Conditions will constitute the Buyers acknowledgement of the modifications and the Buyers consent to abide and be bound by the modified Terms and Conditions.

17.6. The official calendar of working days and public holidays of the Republic of Latvia shall apply to these Terms.

17.7. Each Party has the right to process the personal data obtained from the other Party only for the purpose of ensuring the fulfilment of the obligations under these Terms, by observing the requirements specified in regulatory enactments for the processing and protection of such data during the contractual relationship under applicable law. The Parties undertake not to transfer the data of natural persons obtained within the scope of the contractual relationship to any other third parties, except in cases when the Terms provide otherwise, or the applicable law provides for and permits the transfer of such data. Each Party undertakes to ensure a level of protection of the data of natural persons submitted by the other Party in accordance with the applicable laws. Each Party shall process the data of natural persons related to the other Party, as well as the personal data of natural persons obtained and processed to ensure the fulfilment of the obligations under these Terms, not longer than until the expiration of the prescription period of obligations specified in applicable law.

17.8. Each of the Parties confirms that no international or national sanctions or sanctions of a Member State of the European Union or North Atlantic Treaty Organisation affecting significant financial and capital market interests have been imposed on the Party, members of the board or council of the Party, persons having the right of representation of the Party or proctors, owners or beneficial owners of the Party or persons in the beneficial owner control chain of the Party. Each Party undertakes to immediately inform the other Party if there is any change in the circumstances described above. If the performance of the obligations under the Terms has become impossible due to international or national sanctions or sanctions of a Member State of the European Union or North Atlantic Treaty Organisation affecting significant financial and capital market interests being imposed on one of the Parties or the members of its board or council, persons having the right of representation of the Party or proctors of Party, owners or beneficial owners of the Party or persons in the beneficial owner control chain of the Party, the other Party may immediately unilaterally terminate the contractual relations established under the Terms.

17.9. The headings to the paragraphs to these Terms are solely for convenience and have no substantive effect on the Terms nor are they to aid in the interpretation of the Terms and the mutual agreement of the Parties concluded based on the Terms.