OBJECT OF THE CONTRACT
The Service includes the sale of the following Equipment and the performance of the Works:
- Providing consultations on energy efficiency issues;
- Inspections of objects as necessary, if the power of the installed equipment exceeds 11 kW;
- Representation in the negotiations with energy auditor, if necessary;
- Development of the technical project of the Service, its approval by the competent authorities, obtaining the permission of the Ministry of Economics, technical regulations of AS Sadales Tīkls, obtaining the building permit, management of the Service project, installation of the Equipment and performance of the Works on the Site, as well as supervision of the performance of the Works;
- Engagement of subcontractors, specialists as necessary;
- Provision of warranty service for the equipment installed during Service provision.
- The Service includes the sale of the following Equipment and the performance of the Works:
TERM OF THE CONTRACT
- The Contract shall come into force as of the moment of its mutual signing by the both Parties and shall remain in force until complete fulfilment of the obligations thereof.
- Enefit shall commence performance of the Contract on the business day following the date on which the End user has made the first instalment payment (hereinafter – "First Instalment") as provided in the Special Terms of the Contract in accordance with the invoice issued by Enefit.
- The deadline for completion of the Construction Works is counted from the moment when the End User has received all the necessary permits and approvals from the relevant authorities for the installation of the Equipment.
- If the End user delays the payment of the First Instalment, then each period of 5 (five) days of such delay shall extend the time for delivery of the Equipment and the time for completion of the Work by one calendar week, excluding public holidays.
SERVICE PRICE AND PAYMENT PROCEDURE
- The Service price specified in the Contract shall include all costs associated with the Service to ensure that upon completion of the Works the system complies with all relevant and applicable regulatory requirements in the Republic of Latvia.
- The End User shall commence payment for the Service upon mutual signature of the Contract and receipt of a prepaid invoice from Enefit.
- Settlements for the Service provided for in the Contract shall be made by the End User in accordance with the Contract and the Payment schedule, if provided, as well as on the basis of invoices issued by Enefit, making a transfer within the term and currency specified in the invoice, covering expenses for transferring funds to Enefit. A separate invoice is not issued for the monthly payments indicated in the Payment schedule, and the End User makes these payments based on the information included in the Payment schedule.
- An invoice will be deemed to be received on the day following the day on which it is sent to the email address provided by the End user in the Contract and will be deemed to be authorised and valid without a personal signature if it contains details of payment under this Contract and is sent from an email address: [email protected].
- Payment will be deemed to have been received on the day on which it is received in the current account of Enefit with a credit institution.
- If, during the term of the Contract, the Parties agree on additional services not covered by the Main Text of the Contract, the cost of such additional services shall be agreed separately between the Parties and such written agreement shall become an integral part of the Contract.
- The End User shall pay value added tax in the amount determined by the laws and regulations in force in the Republic of Latvia.
- The End User shall have the right to make payment for the Service before the due date set out in the Payment schedule, for which the End User undertakes to notify Enefit in writing to the e-mail: [email protected] at least 3 (three) days in advance.
PROCEDURE TO ACCEPT AND TRANSFER THE SERVICE
- The fact of performance of the Service provided within the framework of the Contract (including the sold Equipment and performed Works) is recorded in the deed of the delivery and acceptance (hereinafter - Deed of delivery and acceptance).
- Enefit is obliged to draw up and submit to the End User for approval a signed Service Deed of delivery and acceptance. At the same time as the Deed of delivery and acceptance, Enefit shall handover to the End User the instructions for use, the documentation related to the Service required by the regulatory enactments. Enefit hands over the final invoice to the End User 5 (five) days after the Deed of delivery and acceptance comes into force.
- The End User is obliged to verify the compliance of the Service with the provisions of the Contract and sign the Service Deed of delivery and acceptance within 5 (five) working days after receipt of the Deed.
- If the End User is not satisfied with the quality of the Service provided, and/or other objections have been found regarding the Service provided by Enefit and/or its subcontractor, the End User is entitled not to sign the Deed of delivery and acceptance, and within the said period of 5 (five) working days require Enefit to remedy the defects and/or deficiencies within the time limit specified in the defect report prepared by the End User and submitted by Enefit. Any errors, defects and/or deficiencies found during the acceptance of the Services which are due to manufacturing defects or fault of Enefit shall be remedied by Enefit at its own expense. After the defects and/or deficiencies have been remedied, Enefit shall be obliged to resubmit the Deed of delievery and acceptance in accordance with the procedures set out in these General Conditions for the Provision of the Energy Service.
- If the End User has not signed and submitted to Enefit the Deed of delivery and acceptance within the time limit set out in Clause 4.3 of the Contract or has not prepared and submitted to Enefit a Defect deed within the time limit set out in Clause 4.4 of the Contract, the End User shall be deemed to have accepted the Service and to have accepted the Deed of delivery and acceptance in the wording provided by Enefit.
- The actual possession of the Equipment transferred to the End User within the framework of the Contract, including the risk of accidental destruction and loss, passes to the End User at the moment of signing the Deed of delivery and acceptance. The End User acquires ownership rights to the equipment, while maintaining obligations of Enefit in providing the guarantee, when the End User has paid for the Service in full.
RIGHTS AND OBLIGATIONS OF ENEFIT
- Enefit undertakes to provide the Service to the End User under the Contract in accordance with the General Conditions for the Provision of the Energy Service and applicable laws and regulations, as well certifies and warrants that the Works shall comply with the requirements of the laws and regulations in force in the Republic of Latvia and the requirements set out in the Contract.
- Enefit has the right to engage a subcontractor for the performance of the Works. Upon signing the Contract, the End User confirms that it has no objection to the use of subcontractors for the performance of the works agreed in this Contract. During the performance of the Contract, the End User may, by reasoned written request, ask Enefit to change its subcontractor. Acceptance of a subcontractor and/or subcontracting shall not relieve Enefit of any obligation or liability under the Contract. Enefit shall be responsible for all activities of subcontractors during the performance of the Works as if carried out on its own behalf.
- If necessary, Enefit is entitled to carry out an expertise of the roof covering and roof structure by engaging an independent building construction expert. Enefit is obliged to coordinate the selected expert with the End User. The service of the expert is paid by the End User. Enefit is not be liable for any loss of warranty to the roof structure due to the performance of the Works.
Enefit has the right to refuse or suspend the Installation Works if Contractors of Enefit see objective obstacles to the performance of the intended Works. Such obstacles will include:
- The End User cannot provide free and safe access to the place of installation of the Equipment.
- The roof of the Object has not been cleaned or the ground where the installation of the Equipment is intended has not been freed from objects that could interfere with the installation work or could be dangerous to the people around.
- The structural elements of the roof of the Object look unsafe or inadequate for the installation of the Equipment.
- Severe weather, i.e. strong winds, rain, hail.
- Enefit is obliged to comply strictly with the rules on occupational safety, health and fire protection, as well as to take measures for occupational safety, labour protection and environmental protection, as required by the laws and regulations in force in the Republic of Latvia.
- Enefit undertakes to warn the End User before the start of the specific Works about circumstances not foreseen in the Contract, which may affect the delivery of the Equipment and the execution of the Works at the Object, while submitting its proposals for the solution of the situation.
- Enefit shall designate its responsible authorised representative (Project Manager) prior the start of the Works.
- Enefit undertakes to use only certified materials and products.
- Enefit undertakes to respond to the End User's written instructions, suggestions and requests promptly, but not later than 2 (two) business days after receipt of such written submission.
RIGHTS AND OBLIGATIONS OF THE END USER
- The End User undertakes to ensure that Enefit has access to the Object during the provision of the Service and during warranty maintenance by agreeing in advance with Enefit a time for inspection of the Object.
- The End User undertakes to pay for the Service provided under the Contract on time and in full by the due date specified in the invoice and, in the case of split payment, to make monthly payments in accordance with the Payment schedule.
- The End User is obliged to notify Enefit immediately if an invoice is not received within 5 (five) Business Days after the due date set out in the Main Text of the Contract.
- The End User shall, during the term of the Contract, at the request of Enefit or its subcontractor, provide all documentation at its disposal relating to the Contract Works at the Object, as well as information about the Object and circumstances that may affect performance of Enefit obligations under the Contract.
- The End User is obliged to provide Enefit with a structural expert's opinion on the load-bearing capacity of the roof structure of the Object. The End User shall provide Enefit with an opinion within 40 (forty) days from the date of entry into force of the Contract.
- The End User may propose additional works. If Enefit agrees, the additional works shall be carried out subject to an additional written agreement drawn up by both parties, specifying the time and cost of the works. Additional agreement becomes as an integral part of the Contract.
- By signing this Contract and the Deed of delivery and acceptance, the End User confirms that by taking possession of the Equipment it will comply with the Conditions of Use of the Equipment.
RESPONSIBILITY OF THE PARTIES
- In the event of late payment of the instalments specified in the Contract and the Payment schedule, the End User shall pay late payment interest in the amount of 0.20% of the amount of the late payment for each day of late payment, as well as bear the costs of debt recovery in the manner and to the extent specified in the laws and regulations of the Republic of Latvia.
- From the amounts received from the End User for the payment of invoices, Enefit first cancels the late interest, if any, and covers the principal debt before crediting them for the current payment.
- The payment of late payment interest or contractual penalty does not release any of the Parties from fulfilling the obligations of the Contract, and late payment interest is not included in damages.
- In the event that any of the situations referred to in Clauses 5.4.1, 5.4.2, 5.4.3 of the Contract occur due to the fault of the End User, Enefit is entitled to request from the End User to pay justified expenses caused by the interruption of the installation work of the Equipment (in hours of employees, project and documentation coordination costs, travel expenses, rent of equipment or tools).
- The Parties shall be liable to compensate the other Party or a third party for any loss or damage caused to the other Party or a third party as a result of the wrongful act, neglect or omission of the Parties during the term of this Contract.
- The Parties shall be exempt from liability for non-performance of the Contract if such non-performance arises after the conclusion of the Contract as a result of force majeure which could not have been foreseen, prevented or affected by the Party (or the Parties together).
- Each of the Parties affected by force majeure within the scope of the Contract shall notify the other Party thereof within 3 (three) Business days.
- Enefit is the warranty intermediary for the End User. The warranty is valid in the territory of the Republic of Latvia.
- The warranty period shall commence from the date of signing of the Deed of the delivery and acceptance, but not later than 2 (two) months from the date of delivery of the Equipment.
- The warranty of the warranty period gives the End User the right to request the repair of the defect of the Equipment manufacturer free of charge.
- In the event of a defect in the Equipment, the End User shall, no later than within 3 (three) Business days after the defect has been identified, send a defect rectification report, hereinafter referred to as the "Deed of defect", to the e-mail address of the Enefit contact person specified in the Contract.
- If the Equipment does not comply with the technical specifications and/or the description of the Equipment as set out in the Main Text of the Contract, a defect shall be classified as a manufacturer's defect and shall be remedied by Enefit at its own expense during the warranty period for the relevant item of Equipment.
Defects are not deemed as manufacturer's defects and Enefit refuses to remedy them at its own expense if:
- The Equipment fully complies with the technical specifications and/or the description of the Equipment set out in the Main Text of the Contract.
- The defect of the equipment occurs as a result of normal wear and tear of the equipment.
- Electrical damage to the Equipment is detected as a result of improper operation by the End User or other third parties.
- External mechanical damage to the Equipment is detected, which occurred as a result of the actions of the End User or other third parties or occurred in the event of damage to the object (which can be evaluated both as insurance cases, and also those that insurance companies would evaluate as exceptions to insurance cases, such as explosions, snow entering the object, hail, rain, floods, etc.).
- Enefit undertakes to provide the End User with an answer on the type of defect (manufacturer's defect or other defect) no later than within 5 Business days after receipt of the Deed of defect to the e-mail of the End User's contact person specified in the Contract. In case the type of defect is difficult to determine, Enefit has the right to extend the response time up to 20 (twenty) Business days, by notifying the End User in writing (to the email of the End User's contact person specified in the Contract.
- In the event that the End User does not agree with the type of defect determined by Enefit (causally), the End User has the right to organize an independent expertise at his own expense to determine the type of defect. The End User is obliged to coordinate the selected expert with Enefit. The expert’s services are paid by the Party whose opinion is found by the expert to be unfounded.
- During the warranty period, Enefit undertakes to repair the damage to the Device detected by the Deed of defect, without undue delay, taking into account the availability of Device parts.
The warranty expires immediately in cases where:
- The user itself or the third party dismantles, moves or repairs the Equipment without the consent of Enefit.
- The End User or the third party make changes to the Equipment or to the equipment package.
- The identification number of the defective Equipment or a sticker with a number without which the Equipment or a component of the Equipment cannot be identified.
If the installation of the Equipment is planned on the roof of the End User’s Object, by signing this Contract the End User confirms that:
- it is informed that as a result of the installation of the Equipment, the warranty from the roof manufacturer may be lost and that it will not have any claims against Enefit related to this fact.
- the roof is constructed in accordance with the applicable construction standards of the Republic of Latvia and has sufficient load-bearing capacity for the installation of the Equipment.
- The Parties can terminate the Contract at any time upon mutually agreement.
The End User has the right to terminate the Contract before the term, by notifying Enefit in writing, and to receive back the paid down payment in the event that:
- the building authority does not approve the installation of the Equipment on the Object;
- if the End User does not want to perform the additional connection construction specified by AS "Sadales tīkls", which is necessary for the connection of the Equipment to be installed;
- The End User has the right to terminate the Contract early 10 (ten) calendar days in advance by submitting a written notification to Enefit, if Enefit does not comply with the fulfilment of its obligations stipulated in the Contract. In such case, the End user shall, within 10 (ten) calendar days from the date of termination of the Contract, make full payment for the Services received up to the date of termination in accordance with the invoice issued by Enefit. If, at the time of termination of the Contract, the amount of advance paid by the End user is greater than the value of the service actually received, Enefit shall refund the excess value to the End user no later than within 10 (ten) calendar days from the date of termination of the Contract.
- The End User has the right to unilaterally terminate the Contract without any sanctions or damages, immediately upon written notice to Enefit, upon the occurrence of an event of insolvency of Enefit recognised by a court judgment. The onset of insolvency does not release the End User from the obligation to make payment for the Services provided until the onset of insolvency.
Enefit has the right to immediately unilaterally withdraw from the Contract, without covering any losses to the End User, if:
- The End User has not received all the necessary permits for the implementation of the project;
- The End User delays the payment of the first instalment for more than 10 (ten) calendar days;
Enefit has the right, by notifying the End User in writing 10 (ten) calendar days in advance, to unilaterally withdraw from the Contract, without covering any losses to the End User, if Enefit has established that at least one of the following conditions has occurred and at least one of the events set out in clauses 10.2; 10.3; 10.4 of this Contract has not occurred:
- The End User has twice missed the payment deadline resulting from the Contract and the Payment schedule and has not paid the overdue payments within 15 (fifteen) calendar days after receiving the reminder from the executor;
- As a result of the act or omission of the End User or third parties, the value of the installed Equipment significantly decreases, exceeding the natural wear and tear of the Equipment;
- The End User uses the Equipment for unintended purposes or does not comply with the requirements set out in the Contract and the General Conditions for the provision of energy services regarding the use and maintenance of the Equipment;
- The End User does not provide the opportunity for Enefit to check the condition of the Equipment or enter the Object at a previously mutually agreed upon time.
- If the Contract is terminated according to Clause 10.2. and 10.5. of the Contract, as well as in any other cases, if it is done at the initiative of the End User, Enefit does not return the advance payment to the End User, keeping it as compensation for already completed works during project preparation (including, but not limited to, hiring a construction designer or other specialist, involvement of Enefit employees in coordination processes).
- In the event that Enefit exercises its right to unilaterally terminate the Contract under Clause 10.6 of the Contract, the End User shall be obliged to pay the unpaid portion of the Service fee in full immediately upon request of Enefit (within three Business days at the latest). In such case, the End User shall not be obliged to return the Equipment and the Equipment shall remain the property of the End User.
CONFIDENTIALITY CONDITIONS AND AGREEMENT ON DATA PROTECTION TERMS
- Any information related, either directly or indirectly, to the performance of the Contract is treated as confidential and any Party hereto is entitled to disclose it only upon the other Party’s written consent. This provision does not apply to a situation where such information is requested by competent authorities in accordance with the procedures established by the laws of the Republic of Latvia, as well as when such information must be presented for the purpose of performance of the Contract.
- Clause 11.1 of the General Conditions for the Provision of the Energy Service shall not apply to information which (a) is publicly available; (b) is already known to the recipient of the information; (c) has already been disclosed to third parties without any restrictions; (d) is disclosed according to statutory requirements.
- Within the scope of the Contract, Enefit processes personal data, including personal data received from the End User, as data controller. The Parties undertake to process personal data, which became known to them in connection with the Contract, only to the extent and in the manner necessary for performance of the Contract. Enefit will process personal data received from the End user in accordance with privacy notice of Enefit available on Enefit website www.enefit.lv/majai/privatuma-politika. The End User is responsible that the natural persons whose personal data the End User transfers to Enefit are informed of this privacy notice and its content and that the End User is entitled to transfer the personal data of these persons to Enefit. The Parties ensure the exchange of contact information of the Parties' authorized contact persons (name, surname, telephone number, e-mail address) - it is the End User's right, not obligation, to provide Enefit with the above contact details. For the identification of the Parties, the contact persons use the above-mentioned data, additionally naming or specifying the number of this Contract in the electronic correspondence.
- The Parties are obliged to ensure that the information referred to in Clause 11.3 which identifies a Party is not made available to third parties. The End User is informed by this Clause of the General Conditions for the Provision of the Energy Service that in case the End user does not make payments in accordance with the General Conditions for the Provision of the Energy Service, its data, including personal data, may be transferred to a debt recovery service provider for debt collection without prior notice.
- Enefit has the right to provide and post information about the debt and the End User, including personal data of the End User, in the debtor, debt history and credit history databases, as well as to submit credit information to offices, if the End User has not properly fulfilled the Contract, in accordance with the procedures established by law.
- In all matters that are not regulated by the Contract and its annexes, the Parties are guided by the laws and regulations in force in the Republic of Latvia.
- The Contract includes all agreements of the Parties on the subject of the Contract and replaces all previous written and oral agreements and discussions between the Parties, except for documents that have become annexes to the Contract.
- All changes and additions to the Contract will be valid only if they are made in writing and signed by the authorized representatives of both Parties.
- Headings of the clauses are included in the General Conditions for the Provision of the Energy Service only for the sake of clarity and convenience, they cannot be used to explain the text or meaning of the Contract.
- If one or more of the terms or conditions of the Contract or its annexes shall in any way become invalid, illegal or unenforceable, it will not in any way affect or limit the validity, legality and enforceability of the other terms and conditions of this Contract, provided that in such a case, both Parties undertake to make all their efforts to achieve the replacement of invalid terms and conditions with new, possibly equivalent, legally valid terms so that the rights established by the Contract remain valid to the fullest extent possible.
- Documents, news or other correspondence sent by registered mail to the Party's address specified in the Contract shall be considered received on the seventh day after its delivery by mail, if it is sent by registered mail to the legal address of the other Party specified in this Contract, or on the next Business day if the correspondence is sent as an electronically signed document using electronic correspondence. The parties resolve disputes in accordance with Section 26.1 of the Consumer Rights Protection Law. If it is not possible to resolve the dispute in this way, then any dispute, disagreement or claim arising from the Contract, which affects its violation, termination or invalidity, will be finally settled in the court of the Republic of Latvia by jurisdiction.
- The Parties agree to inform the other Party in writing within 5 (five) calendar days of any change in their particulars (name (including personal identification number), address, e-mail address, telephone number, etc.) and other particulars relevant for the performance of the Contract, including but not limited to changes in name, surname, personal identification number.