Terms of Trade.

CLIMIFY – TERMS OF TRADE

Last updated: 04/12/2025

These Terms of Trade (“Terms”) apply to all purchases of physical products and services made via CLIMIFY’s webshop by business customers and public institutions. By placing an order, the Customer accepts these Terms.

CLIMIFY ApS
CVR: 42021830
Email: info@climify.com
Website: www.climify.com

These Terms apply in addition to CLIMIFY’s Terms of Service (for SaaS subscriptions) and the Data Processing Agreement where applicable.

1. Scope of Application

These Terms apply to:

  1. Physical products purchased via the CLIMIFY webshop
  2. SaaS services or onboarding services purchased via the webshop
  3. Custom or made-to-order items where stated

These Terms apply only to business customers and public institutions. Danish consumer protection law does not apply.

2. Ordering Process

  • The Customer places an order via the webshop.
  • CLIMIFY sends an order confirmation by email.
  • A binding agreement is established upon order confirmation.
  • An invoice is issued and must be paid upfront before delivery.

CLIMIFY reserves the right to reject orders due to pricing errors, discontinued products, credit concerns, or similar reasons.

Any deviating or additional terms proposed by the Customer apply only if expressly accepted in writing by CLIMIFY.

3. Prices and Taxes

  • All prices are exclusive of VAT unless otherwise stated.
  • A flat-rate shipping cost via PostNord is shown at checkout.
  • Prices may change at any time, but accepted orders are not affected.

4. Payment Terms

  • Payment is made upfront by invoice following order confirmation.
  • Delivery or activation will not occur until payment is received.
  • Ivoices for public institutions may be issued via EAN.
  • Late payments incur statutory interest under the Danish Interest Act.

5. Retention of Title

CLIMIFY retains ownership of all delivered physical products until the purchase price has been paid in full.

Until ownership has passed:

  • Poducts may not be resold, pledged, or otherwise disposed of without CLIMIFY’s written consent.
  • The Customer must store the products carefully.
  • Prices may change at any time, but accepted orders are not affected.

Retention of title does not affect the passing of risk, which occurs at delivery.

6. Delivery

6.1. Physical Products

Products are shipped via PostNord. Unless otherwise agreed, delivery time is normally 2–5 business days from receipt of payment.

6.2. Passing of Risk

Risk transfers to the Customer once the products are handed over to PostNord or another carrier.

6.3. SaaS Delivery

Digital services (SaaS) are considered delivered when access credentials have been supplied to the Customer.

7. Custom and Made-to-Order Products

Customised or made-to-order products cannot be cancelled once production has begun and cannot be returned unless defective.

CLIMIFY will clearly indicate which products are custom-made.

8. Inspection and Notice of Defects

The Customer shall inspect products promptly upon delivery.

  • Visible defects must be notified in writing within 14 days of delivery.
  • Hidden defects must be notified within 14 days of discovery and no later than 3 months after delivery.

If the Customer fails to notify within these deadlines, the products are deemed accepted.

9. Warranty (Reklamation)

CLIMIFY provides warranty in accordance with the Danish Sale of Goods Act applicable to B2B purchases.

For products manufactured by third parties, CLIMIFY passes on the manufacturer’s warranty to the extent permitted. CLIMIFY may handle warranty cases in cooperation with the manufacturer and may rely on the manufacturer’s assessment.

CLIMIFY may remedy defects by repair, replacement, or refund at its discretion.

The warranty does not apply to:

  • Damage caused by improper use, incorrect installation, or modifications
  • Normal wear and tear
  • Consumable parts such as batteries or components with expected limited lifespan

10. Returns (Non-Defective Goods)

As the webshop is B2B-only, no right of withdrawal applies. Returns may be accepted only if agreed in writing and at the Customer’s cost.

11. Product Liability for Property Damage

CLIMIFY is not liable for property damage caused by the products after delivery, including damage to items manufactured by the Customer or incorporated into the Customer’s products.

If CLIMIFY incurs liability toward a third party, the Customer must indemnify CLIMIFY.

The above limitations do not apply in cases of CLIMIFY’s intent or gross negligence.

12. Intellectual Property Rights

The Customer acquires ownership only of the physical hardware.

CLIMIFY retains all intellectual property rights to its platform, software, firmware, algorithms, designs, documentation, and know-how.

The solution is built on an open architecture that allows interoperability with third-party systems, without transferring ownership of CLIMIFY’s IP or granting access to source code.

The Customer receives a non-exclusive, non-transferable license to use the embedded software solely for operating the hardware and services as intended.

The Customer may not, except where required by mandatory law:

  • Copy
  • Modify
  • Reverse engineer
  • Decompile
  • Attempt to derive source code

13. Customer Responsibilities (Installation & Technical Prerequisites)

The Customer is responsible for correct installation unless otherwise agreed in writing.

The Customer must ensure that all technical prerequisites are in place, including but not limited to:

  • Network connectivity (e.g., LoRaWAN, WiFi, Ethernet)
  • Power supply
  • Gateways and compatible devices
  • Environmental suitability

CLIMIFY is not liable for failures or defects arising from missing technical prerequisites.

14. Limitation of Liability

CLIMIFY’s total liability for any claim is limited to the amount paid for the order in question.

CLIMIFY is not liable for:

  • Indirect losses
  • Loss of profit
  • Operating losses
  • Loss of data
  • Consequential damages

This limitation does not apply to intent or gross negligence.

15. Force Majeure

CLIMIFY is not liable for delays or failure caused by circumstances beyond its reasonable control, including war, strikes, natural disasters, pandemics, or supply disruptions.

During a force majeure event, CLIMIFY’s obligations are suspended for the duration of the event.

Force majeure does not entitle the Customer to terminate the agreement.

16. Governing Law and Venue

These Terms are governed by Danish law. Disputes shall be settled by the City Court of Copenhagen (Københavns Byret).

17. Changes to Terms

CLIMIFY may update these Terms at any time. Changes apply to orders placed after the updated Terms are published.