Terms & Conditions
Vores handelsbetingelser foreligger på engelsk.
Version 2.0 — effective 30 June 2026. Supersedes version 1.0.
EcoTech Solutions ApS, CVR 44680866, VAT DK44680866, EORI DK44680866, Langhøjvej 1A st., 8381 Tilst, Denmark.
1. Scope, parties and status
a) These terms and conditions (the "Terms") apply between EcoTech Solutions ApS ("ETS") and the customer ("The Customer") to all sale and delivery of goods and all ITAD services, unless agreed to the contrary in writing by the director of ETS. Agreement to the contrary in respect of one Contract does not extend to any other Contract.
b) ETS sells and provides services to business customers only. The Customer confirms that it acts wholly in the course of its trade, business or profession and not as a consumer. Mandatory consumer protection rules do not apply to the Contract.
c) The Customer's obligations towards its own customers, whether arising under consumer protection legislation, under the Customer's own terms of sale, or as a matter of the Customer's own commercial policy, are the Customer's own and are not passed up the supply chain to ETS. Any claim by The Customer against ETS is determined solely by the Contract, irrespective of what The Customer has agreed with, granted to, or been required to provide to any third party.
d) No terms or conditions put forward by The Customer, and no representation, warranty, guarantee, description, specification or other statement not contained in ETS' quotation or acknowledgement of order or otherwise expressly agreed in writing by ETS, shall be binding. This includes terms printed on or referred to in The Customer's purchase orders, portals, supplier onboarding documents or invoices, whether or not objected to by ETS.
e) In the event of conflict the following order of precedence applies: (i) a written agreement signed by a director of ETS; (ii) ETS' order acknowledgement, including the individual item specification and comments; (iii) ETS' quotation; (iv) these Terms.
f) The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence, offers, indications and understandings. Nothing in these Terms limits liability for fraudulent misrepresentation.
g) ETS may amend these Terms at any time. The version in force at the date of ETS' order acknowledgement applies to that Contract. The current version and its effective date are published on ETS' website.
h) Placing an order presupposes that The Customer is registered in ETS' customer register. By registering, and by placing any order, The Customer declares that it has acquainted itself with and accepts these Terms. It is a prerequisite for any purchase that these Terms are accepted, and The Customer is encouraged to read them in full before placing an order.
2. Definitions
"Goods" means any equipment, hardware, components or services supplied by ETS. "Contract" means the written agreement (including these Terms, ETS' quotation and ETS' order acknowledgement) made between The Customer and ETS. "Device" means an individual unit of Goods identified by serial number, IMEI or equivalent unique identifier. "Item Specification" means the specification, configuration data, grade and comments assigned by ETS to an individual Device or line item. "Manufacturer Warranty" means any warranty granted by the original equipment manufacturer of a Device. "Manufacturer Systems" means any database, register, portal or record maintained by or on behalf of a manufacturer recording the status, ownership, warranty, service, enrolment, credit or return history of a Device. "ETS Limited Warranty" means the warranty granted under clause 11. "RMA" means a return material authorisation issued by ETS under clause 13. "Data Bearing Device" means any Device capable of storing data. "ITAD Services" means ETS' services relating to the collection, handling, data erasure, resale, recycling or destruction of The Customer's IT equipment. "AI Output" means any material generated wholly or partly by an artificial intelligence or machine learning system.
3. Conclusion of agreement and orders
a) All orders must be in writing and are not binding unless accepted by ETS in writing. All orders are subject to availability of Goods. ETS may refuse any order at its sole discretion.
b) The Customer is deemed to have accepted an order acknowledgement or sales confirmation from ETS, including the Item Specification and these Terms, unless The Customer notifies ETS of an objection in writing within three (3) business days of receipt.
c) Any prior indications by ETS by email, WhatsApp, telephone, chat, messaging application or verbally are provisional only and shall not be considered a final quotation or an acceptance.
d) No accepted order may be cancelled or changed by The Customer unless ETS agrees in writing. In such event The Customer shall indemnify ETS in full against all losses, costs, expenses and damages incurred by ETS arising from the cancellation or change, including loss of profit, price movements, restocking, refurbishment, logistics and irrecoverable third-party commitments.
e) Goods are frequently sourced and traded on short-notice, single-batch availability. ETS may allocate available stock at its discretion where demand exceeds supply.
4. Quotations and prices
a) Catalogues, price lists, stock lists, videos, listings, marketing material and any AI Output are indicative only as to price range, specification, condition and availability, and shall not form the basis of any claim against ETS.
b) Unless previously withdrawn, ETS' quotation is open for acceptance within the period stated in it, or where no period is stated within three (3) business days of the quotation date. All prices are subject to prior sale.
c) Prices are exclusive of VAT and of any similar or other taxes, duties, levies, tariffs, customs charges, environmental or recycling fees or like charges arising in connection with performance of the Contract.
d) Statutory levies and charges. No statutory levy, duty or collecting-society charge of any kind is included in any quoted or agreed price. Where such a levy or charge applies to the Goods, it is invoiced separately in addition to the agreed price and stated per item number on the invoice. Where The Customer is entitled to receive the Goods free of such levy or charge, The Customer shall provide the documentation required for the exemption before invoicing. Failing that, the levy or charge is invoiced, and ETS is under no obligation to reverse or refund it afterwards.
d) ETS may adjust the price where the price of the Goods or ITAD Services increases due to documented changes in taxes, duties, customs charges, exchange rates, freight costs where freight is payable by ETS, or other circumstances beyond ETS' control, and where the price is based on information supplied by The Customer that proves inaccurate or incomplete.
5. Condition, grading and description of Goods
a) ETS is a distributor and not a manufacturer. ETS does not manufacture, assemble, refurbish, remanufacture or substantially modify the Goods, and does not hold manufacturer authorisation in respect of the Goods unless expressly stated in writing. ETS' handling of Goods is limited to receipt, inspection, testing, data erasure, classification, cleaning, packing and resale.
b) Unless the quotation or order acknowledgement expressly states otherwise, all Goods are supplied as used.
c) Where ETS assigns a condition category, it has the following meaning and no other. New — Sealed: the Device is unused and supplied in the manufacturer's unopened original packaging. New — Open Box: the Device is unused, but packaging has been opened, is not original, or has been replaced. Used — Grade A: functional in accordance with the Item Specification, with minimal or no visible cosmetic wear at normal viewing distance. Used — Grade B: functional in accordance with the Item Specification, with visible cosmetic wear such as light scratches or marks. Used — Grade C: significant cosmetic wear, and the Device may have functional faults, such as a defective USB-C or other port, missing or non-responsive keys, a defective camera, speaker or battery, or other limitations. Used — Grade D / Defect: supplied without any functional representation, for parts, salvage or repair. No ETS Limited Warranty applies to Grade D / Defect Goods.
d) The condition category describes cosmetic condition and general functional class only. The Item Specification and comments for the individual Device or line item form part of the Contract and must be read in every case. The condition category does not describe configuration. By way of example, a Used — Grade B Device may be supplied without an SSD or other component and nonetheless be fully functional, because the component has simply been removed; where this is the case it is stated in the Item Specification. Where the Item Specification and the condition category differ, the Item Specification prevails.
e) ETS endeavours, to the best of its ability, to disclose all relevant information about each Device, including any lock, enrolment or registration such as Apple Business Manager, Apple DEP, Windows Autopilot, Android Zero-Touch, Samsung Knox, MDM or equivalent. Such matters are normally stated in the Item Specification, and a Device known to carry such a lock or enrolment is classified accordingly as Used — Grade C or Used — Grade D / Defect. ETS does not, however, warrant that such disclosure is complete or free of error, and errors may occur. Where a Device is delivered with an undisclosed lock, enrolment or registration, this is treated as a defect, and The Customer's sole remedy is as set out in clauses 12 and 15.
f) Notwithstanding any condition category, including New — Sealed, ETS does not represent, warrant or guarantee: (1) that the Device is recorded in Manufacturer Systems as new, unsold, unregistered, unreturned or uncredited; (2) that any Manufacturer Warranty exists, is unexpired, is unclaimed, has not been de-registered, cancelled or voided, or is capable of being invoked; (3) that the Device is eligible for service, repair, parts, software support or goodwill handling by the manufacturer or its authorised service partners; (4) that the Device has not previously been the subject of a warranty claim, insurance replacement, service exchange, trade-in, credit or return; (5) that the Device's warranty start date corresponds to the date of supply by ETS; or (6) any particular battery health, cycle count or remaining battery capacity, unless a specific figure is stated in the Item Specification, in which case the stated figure is subject to a tolerance of ten (10) percentage points and to subsequent degradation through use.
g) The Customer acknowledges that Goods may be sourced through parallel import, cross-border trade, insolvency and liquidation stock, corporate asset disposal, operator and lease returns, trade-in programmes, or specialised manufacturer, carrier or insurance programmes. Goods sourced through such channels may carry restrictions, altered registration status, reduced or absent Manufacturer Warranty, region-specific firmware, or non-standard status in Manufacturer Systems. The status of a Device in Manufacturer Systems is outside ETS' control and knowledge and is expressly excluded from the description of the Goods.
h) The Customer is an experienced trade buyer. Where the status, provenance, warranty position, configuration or service eligibility of a Device is material to The Customer's intended resale, or to commitments The Customer intends to give its own customers, The Customer must satisfy itself of that position before purchase and may request a specific written assurance in the quotation. Absent such written assurance in the quotation or order acknowledgement, no such assurance is given.
i) ETS will endeavour to notify The Customer of manufacturer variations of which it is aware, but is not accountable for the consequences of variations made by a manufacturer, model or specification changes, or shortage of supplies.
6. Manufacturer warranty and Manufacturer Systems
a) ETS will pass on to The Customer such Manufacturer Warranty, if any, as ETS itself receives and is able to transfer. ETS gives no undertaking that any Manufacturer Warranty exists. The absence, expiry, de-registration, cancellation or non-transferability of a Manufacturer Warranty does not constitute a defect in the Goods and does not give rise to any claim against ETS.
b) Where a Manufacturer Warranty exists, or where Goods or embedded software are subject to licence, warranty or service terms issued by a manufacturer or other third party, those terms constitute an agreement entered into directly between The Customer or its end user and that third party, without any responsibility whatsoever for ETS. ETS is not a party to it, does not administer it, and has no obligation in respect of the third party's handling, refusal or withdrawal of a claim under it. Warranty and service obligations beyond what is expressly agreed in writing with ETS are the responsibility of the manufacturer concerned and its service providers, not of ETS.
b1) Third-party products. For Goods supplied to ETS by a third party, the notification period and remedies available to The Customer are limited to those available to ETS from that third party under the terms applicable to ETS' own purchase, where these are shorter or narrower than the periods and remedies in clauses 11 to 13.
c) The Customer shall not represent to any third party that Goods carry a Manufacturer Warranty, or that ETS has confirmed the existence, duration or transferability of one, unless ETS has confirmed the position in writing for the specific Devices concerned. The Customer indemnifies ETS against any claim arising from a representation made in breach of this clause.
d) The absence of a Manufacturer Warranty does not render Goods unsaleable, unlawful to sell, or non-conforming. Used, refurbished and parallel-imported IT hardware is lawfully and routinely traded without Manufacturer Warranty.
e) ETS may, as a matter of assistance and not obligation, carry out or arrange an enquiry against a Device identifier. Any result provided is passed on as received from the third-party source, without verification, for information only. It does not constitute a warranty, representation or confirmation by ETS, and ETS accepts no liability for its accuracy, completeness or subsequent change.
7. Software, firmware, licences and device locks
a) Manufacturers and software suppliers normally retain title to copyright and other intellectual property rights in software, firmware and embedded systems. ETS transfers only such titles and licences as it may itself hold, and gives no warranty, express or implied, that any intended use is permitted by the rights owner.
b) Unless expressly stated in the Item Specification, no operating system, application, firmware, subscription, cloud service, activation or licence entitlement is included in or transferred with the Goods. Where software is pre-installed it is provided "as is" and without warranty of any kind, and its presence does not constitute the grant or transfer of a licence.
c) Subject to clause 5(e), ETS gives no warranty that Goods are or will remain free of: (1) mobile device management enrolment, including Apple DEP or Apple Business Manager, Windows Autopilot, Android Zero-Touch, Samsung Knox Configure or equivalent; (2) activation, account or anti-theft locks associated with a previous user's account; (3) BIOS, UEFI, firmware, bootloader or supervisor passwords or locks; (4) carrier, network, SIM or region locks; (5) registration to a previous owner in Manufacturer Systems or manufacturer accounts; or (6) blocking, blacklisting or barring on any register of lost or stolen devices, other than as set out in clause 7(d).
d) ETS warrants only that, to the best of ETS' knowledge at the time of despatch, Goods are not recorded as lost or stolen on registers reasonably accessible to ETS. Subsequent listing after despatch is not a defect.
e) ETS gives no warranty as to the period for which a manufacturer will continue to provide operating system updates, security updates, firmware updates, spare parts, cloud services, or artificial intelligence or connected features. Withdrawal, discontinuation, geographic restriction, or the introduction of a charge for any such update, service or feature by the manufacturer or a third party is not a defect in the Goods and gives rise to no claim against ETS.
f) The Customer is responsible for ensuring that its own use and its onward supply of the Goods complies with applicable software licensing terms.
8. Delivery
a) Delivery clauses are interpreted in accordance with the latest version of Incoterms published at the time of conclusion of the Contract. Where the parties have not agreed delivery terms, Goods are delivered Ex Works (EXW).
b) Delivery dates and times run from ETS' receipt of a written order or from resolution of technical and payment details, whichever is later. All dates and times are estimates only and are not binding. In case of delay The Customer shall give ETS written notice allowing a reasonable time to perform; if ETS exceeds that time, The Customer may terminate in respect of the undelivered Goods only, and ETS is not liable for any loss arising from the delay.
c) Offers for ex-stock Goods are subject to the Goods remaining unsold at the time of The Customer's order or resolution of technical details, whichever is later.
d) Unless specifically included in the quotation, prices exclude delivery, and any delivery charges incurred by ETS will be passed on to The Customer.
e) ETS may make part deliveries. Any request by The Customer to delay or split deliveries may result in a stocking charge and recovery of additional costs incurred.
f) The Customer must notify ETS within three (3) business days of receipt of any incorrect delivery, quantity discrepancy, or missing or non-delivered Goods, identifying the affected Devices by identifier. After that period ETS is not liable for such claims.
g) Where loss or damage to the Goods or their packaging is visible on receipt, a reservation must be recorded on the CMR waybill or other consignment note and notified in writing to ETS and the carrier on receipt, and within three (3) business days of receipt where the loss or damage was not visible.
h) Where The Customer does not take timely delivery, or fails to give required delivery instructions, ETS may at its discretion extend the delivery time, store the Goods at The Customer's risk and expense until actual delivery, or terminate the Contract in whole or in part, without prejudice to its other rights.
i) The Customer acknowledges that Goods containing lithium cells are subject to dangerous goods transport regulation. Where The Customer arranges carriage or onward shipment, The Customer is responsible for compliance with applicable transport rules, including packaging, labelling, state of charge and documentation, and for ensuring that its carrier accepts such consignments.
9. Payment
a) Payment in advance is ETS' standard payment term. Payment is to be made in full and in cleared funds before the Goods are despatched or collected. Credit terms apply only where expressly agreed in writing by ETS in respect of the individual Contract, and may be withdrawn at any time in accordance with clause 9(f). ETS may withhold the Goods until payment is received in cleared funds.
b) Where credit terms have been agreed and The Customer fails to pay when due, ETS is entitled to interest on the overdue amount at two (2) per cent per month or part month from the invoice date until payment is received, together with reminder fees and recovery costs to the extent permitted by law.
c) Payment shall be made in full without set-off, deduction, withholding or counterclaim of any kind. Set-off or counterclaim by The Customer requires ETS' prior written approval. A pending warranty, RMA or defect claim does not entitle The Customer to withhold payment of any invoice.
d) All payments must be made in the currency stated in the Contract. Bank charges are for The Customer's account.
e) Goods not collected due to late payment will be stored and insured at The Customer's expense until final payment is received.
f) ETS may suspend further deliveries, withdraw credit terms or require payment in advance where any amount is overdue or where The Customer's credit position has materially deteriorated. Repeated failure to pay despite reminders is a material breach entitling ETS to terminate with immediate effect, without releasing The Customer from amounts due.
10. Ownership and risk
a) Risk in the Goods passes to The Customer in accordance with the agreed Incoterm, or on delivery to or collection by The Customer or its carrier or agent, whichever is earlier.
b) ETS retains full ownership of all supplied Goods until the purchase price, including interest, costs and all other outstanding amounts between ETS and The Customer, has been settled in full.
c) Until title passes, The Customer shall: (1) hold the Goods as fiduciary agent and bailee for ETS; (2) store them separately from its own goods so that they remain readily identifiable as ETS' property; (3) not remove, deface or obscure any identifying mark or serial number; (4) keep them insured for their full price against all customary risks; and (5) on request provide ETS with the identifiers and location of any unpaid Goods. The Customer may resell unpaid Goods in the ordinary course of business, in which case The Customer assigns to ETS the proceeds of such resale up to the amount outstanding and shall account for them separately on request.
d) The Customer's right to possession ceases if The Customer fails to pay any amount due, if an event of insolvency occurs, or if ETS reasonably believes such an event is likely to occur and notifies The Customer accordingly. ETS may then require immediate delivery up of the Goods and, failing that, enter any premises where the Goods are stored in order to repossess them.
e) The Customer may not pledge or charge as security any Goods that remain ETS' property. If it does, all amounts owed to ETS become immediately due and payable.
11. ETS Limited Warranty
a) ETS grants a limited warranty against functional hardware defects arising from causes present at the time of despatch, for a period of fourteen (14) days from the date of delivery , subject to the whole of these Terms. This warranty is granted voluntarily by ETS and is in addition to, and does not extend, the notification periods in clause 12.
b) No ETS Limited Warranty is granted in respect of Goods supplied as Used — Grade D / Defect, or in respect of consumable and wear parts including styli, keyboards, hinges and screen protectors.
b1) For batteries, power supplies, chargers and cables, the ETS Limited Warranty period is three (3) months from delivery, and is limited to the item failing entirely. Reduced capacity, charge retention, cycle count and runtime are not covered. The period may be longer where the manufacturer's own regulations so provide.
c) The ETS Limited Warranty does not cover: (1) damage or malfunction caused or contributed to by use, handling, storage, transport, impact, drop, pressure, liquid ingress, foreign objects, heat, electrical supply, or breach of a water or dust seal; (2) cosmetic condition consistent with, or arising after, the applicable condition category; (3) any fault, limitation, missing component or absent configuration disclosed in the Item Specification, or consistent with the applicable condition category; (4) battery capacity degradation, charge retention, cycle count or runtime; (5) screen damage of any kind, including cracks, impact marks, pressure marks, delamination and burn-in; (6) any matter excluded under clauses 5(f), 5(g), 6 or 7, including the absence, de-registration or non-transferability of Manufacturer Warranty, status in Manufacturer Systems, licences, support windows and feature availability; (7) defects arising from repair, opening, modification, disassembly or parts replacement carried out other than by ETS or a party approved by ETS in writing; (8) software, firmware, configuration, data, data loss or data recovery; or (9) Devices whose identifier has been removed, altered or rendered illegible.
d) Where a claim under the ETS Limited Warranty is accepted, The Customer's sole and exclusive remedy is, at ETS' option, repair, replacement with a Device of equivalent condition category, or credit of the invoice price of the affected Device. Clause 15 applies to all such claims.
e) Repair or replacement does not extend or restart the warranty period.
f) Except as expressly stated in these Terms, ETS makes no representations, warranties or guarantees whatsoever, and all representations and warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose, are disclaimed to the maximum extent permitted by applicable law.
12. Notification of defects and time limits
a) On delivery The Customer shall inspect the Goods to the extent reasonable for a trade buyer, including power-on testing of a representative sample and, where The Customer's onward supply depends on it, verification of Device identifiers, configuration, locks and enrolment status against the Item Specification.
b) Visible and readily ascertainable matters, including quantity, condition category, cosmetic condition, model, specification and configuration, must be notified in writing within three (3) business days of delivery or collection, failing which the Goods are deemed to conform to the Contract. Notice must give detailed reasons and identify the affected Devices by identifier.
c) Any defect that is not apparent on such inspection must be notified in writing without undue delay and in any event within three (3) business days of the date on which The Customer discovered or ought to have discovered it, and in no event later than six (6) months from delivery. After six months from delivery no claim may be brought in respect of a defect, irrespective of when it was or could have been discovered.
d) Notice given other than in accordance with clause 30, or given verbally, by telephone or via messaging application, does not satisfy this clause.
e) Where The Customer resells a Device, the periods in this clause continue to run from ETS' delivery to The Customer and are not extended, restarted or suspended by the resale, by the date of the end user's purchase, or by the date of the end user's complaint.
f) Failure to notify within the applicable period is an absolute bar to the claim.
13. RMA procedure and conditions of acceptance
a) No Goods may be returned to ETS without a valid RMA issued by ETS in advance. Goods returned without an RMA may be refused, returned at The Customer's cost, or held at The Customer's risk and expense.
b) ETS will accept an RMA in respect of a Device only where all of the following are satisfied: (1) the defect has been notified within the applicable period under clause 12; (2) the Device remains within the original Manufacturer Warranty period according to its identifier, measured at the date of The Customer's written notification, and this condition applies irrespective of whether the Manufacturer Warranty has subsequently been de-registered or cancelled in Manufacturer Systems; (3) the defect is not excluded under clause 11(c) and is not caused or contributed to by use, handling or damage, and for these purposes cracked or impact-damaged screens, visible drop or impact marks, deformation, and broken water or dust seals are treated as caused by use; (4) The Customer supplies documentation from an authorised service partner confirming that the repair would have been carried out under warranty had the Manufacturer Warranty not been de-registered, and identifying each fault to which that confirmation relates; (5) the Device is complete, factory reset, and free of any account, activation, MDM or supervisor lock, with all previous-owner accounts removed, and is not recorded as lost, stolen, blocked or barred; and (6) the Device is securely packed in the original packaging or equivalent.
c) ETS' maximum liability in respect of an accepted RMA is credit of the invoice price of the individual Device. Handling, administration, freight, inspection, diagnostic, repair, replacement-device, courier, staff-time and third-party costs are not covered, whether incurred by The Customer or by The Customer's own customer. Outbound and return carriage is at The Customer's cost and risk.
d) ETS will inspect returned Devices within a reasonable period. Where ETS determines that the conditions in clause 13(b) are not met, ETS may charge an inspection fee of DKK 500 excluding VAT per Device and will return the Device at The Customer's cost, or hold it for thirty (30) days after which it may be disposed of at ETS' discretion.
e) Where the parties disagree whether a defect is caused by use, either party may require assessment by an independent technical assessor appointed by The Broker Site BV. The assessor's determination on cause is binding on the parties in respect of that Device. The cost is borne by the party whose position is not upheld.
f) The issue of an RMA number or return label is solely for administrative convenience and is not an admission of fault, defect, liability or entitlement.
g) Devices in an RMA batch are assessed individually. Acceptance of one Device does not imply acceptance of any other Device in the same batch, shipment or return, and does not establish the treatment of any future claim.
14. Commercial returns and restocking
a) The Customer has no right to return Goods that are not defective. Where ETS agrees at its discretion to accept a commercial return of regular stocking items, a restocking fee of 30 per cent of the invoice value will be deducted, and the Goods must be returned unused, complete and in the original packaging within fourteen (14) days of the RMA being issued.
b) Non-regular stocking items, custom-configured Goods and Goods supplied as Used — Grade D / Defect are not subject to commercial return.
c) The restocking fee under this clause does not apply to Devices accepted under clause 13.
15. Limitation of liability
a) The Customer acknowledges that ETS is not the manufacturer of the Goods and that the price reflects the allocation of risk in these Terms.
b) ETS is not liable for indirect, special or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or contracts, loss of goodwill or reputation, loss of or corruption of data, business interruption, operating loss, increased operating costs, management or staff time, wasted expenditure, removal or reinstallation costs, recall costs, fines, related costs and expenses, or any claim made against The Customer by a third party, however arising, including as a result of a notice of non-conformity, defect, delay or non-delivery.
c) Subject to clause 15(e), ETS' total aggregate liability arising out of or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, and including all claims relating to non-conformity, defect or delay, shall not exceed the invoice price actually paid to ETS for the individual Device or Devices giving rise to the claim, and shall in no event exceed the value of the Contract. In all cases, ETS' total aggregate liability across all claims arising from all Contracts with The Customer is limited to DKK 500,000.
d) Where a claim relates to a batch or shipment, the cap applies per Device, and only in respect of those Devices for which a defect has been established in accordance with clauses 12 and 13. No claim may be advanced on the basis that a defect established in one Device is presumed to exist in others.
e) Nothing in these Terms limits or excludes liability which cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for damage caused intentionally or by gross negligence, or under mandatory product liability legislation.
f) Save as set out in clause 15(e), the remedies in clauses 11 and 13 are The Customer's sole and exclusive remedies. If clauses 15(b) to 15(d) are held invalid or unenforceable, ETS' liability shall be adjusted to the lowest amount held to be reasonable.
g) Any claim must be brought within twelve (12) months of the date on which the cause of action arose, failing which it is barred.
16. Product liability
a) ETS' product liability is limited to the liability which follows from the Danish Product Liability Act, and ETS disclaims any liability for product damage on any other basis.
a1) The Customer shall indemnify ETS against all costs, losses, liabilities, damages and injuries resulting from death, personal injury or property damage caused by The Customer's acts or omissions, or by The Customer's handling, modification, misrepresentation or onward supply of the Goods.
b) ETS is liable in respect of personal injury or property damage only where such injury or damage is caused by the Goods or the ITAD Services, which The Customer must document, and only to the extent such liability follows from mandatory law. In respect of damage to property, ETS' liability is limited to the greatest extent permitted.
c) The Customer shall notify ETS in writing without undue delay if it becomes aware of circumstances that may give rise to product liability on the part of ETS, and shall not admit liability, settle or compromise any such claim without ETS' prior written consent.
17. Goodwill accommodations
a) ETS may, at its sole discretion, grant a goodwill accommodation, including accepting a return, granting a credit, waiving a fee or condition, extending a period, or handling a claim falling outside these Terms.
b) Every goodwill accommodation is granted without prejudice and on the following basis, whether or not restated at the time: (1) it is not an admission of liability, defect, breach, non-conformity or entitlement; (2) it is not an acknowledgement that the matter fell within the ETS Limited Warranty, within any applicable time limit, or within the description of the Goods; (3) it is granted in respect of the individual Device and occasion only; (4) it does not establish a practice, precedent, course of dealing, custom or trade usage, and may not be relied upon in respect of any other Device, claim, batch, shipment or occasion, whether earlier or later; (5) it does not waive, vary, suspend or extinguish any term of the Contract, and does not prevent ETS from enforcing that term in full in any other case; and (6) it does not extend to any cost, expense or third-party claim beyond what is expressly stated in writing at the time.
c) ETS' repeated grant of goodwill accommodations, or its failure on one or more occasions to insist on strict compliance with any condition or time limit, does not amount to a variation of these Terms, a waiver, or the establishment of any course of dealing, however frequently it occurs.
d) ETS may require The Customer to confirm in writing that a goodwill accommodation is accepted on the basis set out in this clause. Acceptance of the benefit of a goodwill accommodation constitutes acceptance of this clause whether or not such confirmation is given.
18. ITAD Services — ETS' responsibilities
a) Where ETS provides ITAD Services, ETS prepares an audit report of the IT equipment received, recording the equipment processed, the equipment assessed as saleable, and the equipment assessed for recycling or destruction. The audit report records the equipment by identifier where an identifier is available.
b) On the basis of the audit report ETS prepares a valuation of the equipment assessed as saleable, reflecting its condition and current market value as determined by ETS. Where The Customer disputes the valuation, The Customer shall either submit documentation supporting its position or nominate an alternative buyer, and ETS shall within five (5) business days endeavour to obtain a revised value. Where this is not possible, The Customer may require return of the equipment against payment of the reasonable and necessary costs of handling and return, which will be invoiced only following written agreement between the parties.
c) ETS charges handling and service fees for the ITAD Services as agreed for the individual engagement. The audit report sets out the purchase price payable to The Customer and the service fees payable to ETS. Where a fixed-price arrangement applies, individual service fees are not itemised in the audit report.
d) ETS performs data erasure on Data Bearing Devices by logical overwriting consistent with NIST SP 800-88, applying clear or purge as appropriate to the media type. Equipment on which software-based erasure cannot be performed is secured by physical destruction consistent with NIST SP 800-88 destroy, and thereafter recycled in accordance with applicable environmental and waste legislation. ETS applies no other erasure standard unless expressly agreed in writing for the individual engagement.
e) ETS does not hold, and does not represent that it holds, any third-party certification, accreditation or approval in respect of the Goods or the ITAD Services, including any management system, information security, environmental or data destruction certification. Where ETS refers to a standard, or to software or tooling that is itself certified or approved by a third party, that reference describes the process, software or tooling applied and does not constitute a certification, accreditation or approval of ETS. No statement on ETS' website or in ETS' marketing material constitutes a warranty or forms part of the description of the Goods or the ITAD Services.
19. ITAD Services — The Customer's responsibilities
a) The Customer undertakes to pay the service fees invoiced by ETS in accordance with the audit reports, even where the agreed purchase prices do not exceed the service fees. The value of the equipment may be applied by way of set-off against such fees.
b) The Customer represents and warrants that the equipment is lawfully acquired and lawfully owned by The Customer, and that ownership passes to ETS free of any mortgage, pledge, lease, rental agreement, third-party right or other encumbrance. The Customer shall provide evidence of ownership and origin on ETS' request, normally in the form of the original purchase invoice or purchase agreement. Ownership passes to ETS when the equipment is transferred to ETS or its representatives. The Customer indemnifies ETS against all loss, damage, costs, expenses, claims and liabilities arising from breach of this clause.
c) The Customer shall follow ETS' reasonable instructions in relation to the ordered ITAD Services. Where instructions specific to a location or engagement are given, those instructions prevail over any general description of ETS' processes.
d) The Customer is responsible for any damage to or loss of the equipment resulting from improper handling before handover to ETS, or from failure to comply with ETS' instructions.
e) Before delivery of the equipment to ETS, The Customer shall remove locks and protective measures preventing data erasure or reuse, including BIOS and firmware passwords, and shall disconnect the equipment from manufacturer authentication platforms and accounts including Apple ID, Apple Business Manager, Apple DEP, Windows Autopilot and Samsung Knox. The Customer shall not remove the login password required to access the equipment. For server, storage and network equipment The Customer shall provide IP addresses and root passwords where these differ from factory defaults. Non-compliance may result in a claim for additional payment.
f) Before delivery of the equipment The Customer shall back up all necessary data and software and is liable for any loss of data arising from ETS destroying data in accordance with the Contract. The Customer shall notify ETS in writing of any equipment that deviates from standard configuration, that has additional internal or external storage installed, or that contains other storage media. Where The Customer fails to do so, or delivers additional devices or media that ETS does not expect to receive, including magnetic or optical discs, data tapes, external memory, SIM cards, USB storage or physical documents, ETS will perform erasure or destruction of those items but assumes no liability for their content, material or data, including where they contain The Customer's confidential information and were submitted negligently or in error.
g) The Customer shall ensure that no harmful or hazardous material is delivered to ETS with the equipment, and is responsible for any additional costs and charges associated with the necessary and statutory handling of such material. Where equipment is damaged such that sharp edges are present or battery leakage is suspected, The Customer shall inform ETS before collection and follow ETS' instructions.
h) Orders for collection must be confirmed in writing by ETS. The Customer shall state the preferred date, an estimate of the number of units, and any other relevant information. Unless otherwise agreed The Customer shall pack the equipment as instructed. Where The Customer is responsible for packing and transport, risk of loss or damage does not pass to ETS until the equipment is handed over to ETS' representatives or received at ETS' address.
20. Data protection and data erasure
a) Where ETS states that erasure has been performed to a named standard, that statement relates to the process applied and not to a guarantee of any particular outcome in respect of an individual Device. The Customer shall verify, before onward supply or deployment, that each Data Bearing Device supplied by ETS is free of residual data. Where The Customer discovers residual data it shall notify ETS without undue delay, refrain from accessing, copying, retaining or disclosing the data beyond what is strictly necessary to identify it, and follow ETS' reasonable instructions.
b) Where The Customer delivers Data Bearing Devices to ETS, whether for RMA, trade-in, disposal or ITAD Services, The Customer warrants that it has lawful authority to transfer them and, unless the Contract expressly provides for ETS to perform erasure as a service, that all personal data and confidential information have been removed and all accounts, locks and enrolments released. The Customer remains the data controller in respect of data on equipment it delivers to ETS.
c) Where ETS performs data erasure or IT asset disposal as a service, ETS acts as processor on The Customer's behalf in respect of any personal data remaining on the equipment, and the parties shall enter into a separate data processing agreement under Article 28 of the General Data Protection Regulation. That agreement prevails over this clause in respect of the processing it covers.
d) Any certificate of erasure, destruction or recycling issued by ETS confirms the process applied to the equipment listed on it, by identifier, on the date stated. It is not a warranty that no data can be recovered by any means, and does not extend to equipment not listed, equipment whose identifier could not be read, or media that failed during processing.
e) Subject to clause 15(e), ETS' liability in respect of residual data, incomplete erasure or the content of a certificate is subject to clause 15 in the same way as any other claim. The Customer's failure to verify or notify under clause 20(a) is taken into account in determining the extent of ETS' liability.
f) The Customer shall comply with all applicable data protection legislation, maintain reasonable technical and organisational security measures, notify ETS immediately of any security breach affecting ETS, and provide reasonable assistance at no cost to ETS in fulfilling obligations under applicable data protection legislation.
g) ETS processes the business contact details of The Customer's personnel for the purposes of performing the Contract, in accordance with ETS' privacy policy published on ETS' website.
21. Artificial intelligence
a) ETS may use artificial intelligence and automated systems in preparing stock listings, product descriptions, specification data, condition indications, valuations, translations, images and correspondence. AI Output is indicative only, may contain errors or omissions, and does not form part of the description of the Goods. Only the quotation, order acknowledgement and Item Specification bind ETS.
b) No AI Output, automated reply, chatbot response, generated quotation or automated confirmation constitutes an offer, acceptance, representation, warranty or amendment of the Contract, and none is binding on ETS unless separately confirmed in writing by an authorised person at ETS.
c) Where The Customer places orders, notifications or claims through an automated agent, bot, integration, procurement platform or artificial intelligence system, The Customer is fully responsible for the content of those communications as if made by an authorised employee. ETS may decline to act on automated communications and may require human confirmation. Errors in The Customer's automated systems do not entitle The Customer to cancel, vary or reject an accepted order.
d) Where Goods include or advertise artificial intelligence features, those features are provided by the manufacturer or a third party on their own terms, frequently depend on cloud services, accounts, subscriptions, geographic availability and continued manufacturer support, and may be modified, restricted, made subject to charge or withdrawn at any time. ETS is not the provider, deployer, importer or distributor of any artificial intelligence system within the meaning of Regulation (EU) 2024/1689 in respect of such features, gives no warranty as to their availability, performance, accuracy or continuation, and their modification or withdrawal is not a defect in the Goods.
e) The Customer shall not use, and shall not permit any third party to use, ETS' stock lists, pricing, product data, images, documentation, correspondence or other materials to train, fine-tune, evaluate or develop any machine learning or artificial intelligence model, nor employ automated scraping, harvesting or extraction against ETS' systems, website or communications, without ETS' prior written consent.
f) The Customer is responsible for its own compliance with applicable artificial intelligence legislation in respect of its use and onward supply of the Goods.
22. Product compliance, cybersecurity and environmental obligations
a) ETS supplies Goods as a distributor of used, refurbished and parallel-sourced hardware. Where The Customer, or a party in The Customer's supply chain, imports Goods into a market, places them on the market under its own name or trade mark, or substantially modifies them, that party and not ETS assumes the corresponding obligations of importer, distributor or manufacturer under applicable product, safety, cybersecurity and environmental legislation.
b) The Customer acknowledges that Goods may be products with digital elements within the scope of Regulation (EU) 2024/2847, that used and refurbished hardware may fall outside the obligations imposed on manufacturers of newly placed products, and that ETS gives no warranty that any Device will receive security updates, vulnerability handling or a support period under that Regulation. Where The Customer's onward supply triggers obligations under that Regulation, those obligations rest with The Customer.
c) ETS gives no warranty as to the availability, price or continued supply of spare parts, repair information, repair services or firmware for any Device, whether or not the manufacturer is subject to obligations under applicable ecodesign or repairability legislation.
d) Responsibility for producer registration, reporting, take-back, financing and end-of-life handling in the market into which Goods are placed rests with the party placing them on that market. Where The Customer exports or resells Goods into another jurisdiction, The Customer assumes those obligations in that jurisdiction and indemnifies ETS against claims arising from its failure to do so.
e) The Customer shall ensure that Goods and accompanying documentation comply with all governmental and other official regulations, safety requirements, specifications and certification requirements applicable in the country of importation and use, including certificates of origin.
f) The Customer indemnifies ETS against all claims, penalties, costs and expenses arising from breach of this clause.
23. Force majeure
a) Neither party is liable for failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including acts of God, war whether declared or not, armed conflict, terrorist attack, civil unrest, riot, fire, explosion, accident, flood, earthquake, sabotage, labour dispute, strike, lockout, injunction, epidemic or pandemic, embargo, governmental action, failure of utilities or telecommunications, cyber attack, and failure or disruption of transport, supply chains or manufacturer supply. This applies equally where a subcontractor or other contractual partner of a party is affected by such an event.
b) The affected party shall notify the other in writing without undue delay and shall use reasonable endeavours to mitigate. Performance is suspended for the duration of the event. Where the event continues for more than thirty (30) days, either party may terminate the affected Contract by written notice without liability, save for amounts due for Goods already delivered. Neither party may claim compensation for loss resulting from force majeure.
c) ETS has no obligation to supply Goods in the absence of required government permits or fulfilment of statutory conditions of exemption within the framework of import and export control, including under the regulations applicable in the United States, the European Union and the jurisdiction in which ETS has its registered office or from which components of the Goods are supplied.
d) Where an issued government permit is revoked, or applicable import or export control regulation changes such that ETS is prevented from fulfilling the Contract, ETS is discharged from the contractual obligation without liability.
e) Force majeure does not excuse an obligation to pay amounts due.
24. Hardship
Where there has been a material change in business, monetary or commercial conditions beyond ETS' control at any time prior to performance of the Contract, and as a result the Contract has become excessively onerous for ETS, ETS may notify The Customer that it wishes to meet and review the terms of the Contract in light of the changed conditions. The Customer shall meet with ETS and negotiate in good faith alternative terms which reasonably relieve ETS from such hardship. If no agreement is reached within fourteen (14) calendar days of ETS' request for such meeting, ETS may terminate the Contract. Such termination is not a breach of contract and any liability is excluded.
25. Insolvency, suspension and termination
a) ETS may, at its sole discretion and without prejudice to its other rights, suspend further performance or terminate the Contract in whole or in part where: (1) The Customer fails to fulfil one or more of its obligations, or ETS has well-founded reason to fear that it will not; (2) The Customer applies for or is granted suspension of payments; (3) The Customer's bankruptcy is petitioned or imposed, or The Customer otherwise loses the power to dispose of its assets; (4) The Customer enters restructuring or reconstruction, compounds with its creditors, is wound up, or has a receiver, administrator or trustee appointed; or (5) The Customer's Goods or assets are seized or have distress levied against them.
b) In such event ETS may suspend all deliveries until payment has been made for Goods already supplied and for all outstanding orders, terminate the Contract with immediate effect, claim all amounts owed from the estate, and exercise its rights under clause 10.
c) All amounts owing become immediately due on the occurrence of any event in clause 25(a).
d) Any right of suspension or termination by The Customer other than as expressly provided in these Terms is excluded.
26. Export control, sanctions and re-export
a) The Customer is advised that the Goods may be subject to United States or European Union export regulation, and where these apply it is The Customer's sole responsibility to obtain authorisation before re-exporting the Goods from the country of purchase. Where The Customer supplies the Goods to a customer who may use them outside the United States, the European Union or EFTA countries, The Customer shall inform that customer accordingly and shall maintain active control mechanisms requiring its customers to confirm compliance with the same export regulations.
b) The Customer warrants that it will not export, re-export or otherwise distribute Goods, or any direct products thereof, in violation of any dual-use restriction or export control law or regulation of the United States, the European Union or any EU or EFTA member state.
c) The Customer warrants that it will not export or re-export, directly or indirectly, any Goods to countries subject to an embargo, nor resell any Goods to entities or individuals restricted from purchasing them, including those listed on the sanctioned parties list issued by the U.S. Department of Commerce or equivalent lists issued by the European Union or its member states.
d) The Customer warrants that it will not resell, export or re-export any Goods with knowledge that they will be used in the design, development, production or use of chemical, biological, nuclear or ballistic weapons, or in a facility engaged in such activities, without prior approval from the competent authority.
e) The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any Goods falling within the scope of Article 12g of Council Regulation (EU) No 833/2014. The Customer shall use its best efforts to ensure that this obligation is not frustrated by any third party in the commercial chain, shall maintain an adequate monitoring mechanism to detect conduct that would frustrate it, and shall immediately inform ETS of any such conduct. Any breach constitutes a material breach entitling ETS to terminate the Contract with immediate effect and to claim resulting loss, together with a penalty equal to 100 per cent of the value of the Goods concerned.
f) Where Goods are destined, directly or indirectly, for a non-Danish location, or where The Customer is not a Danish resident, The Customer is solely responsible for all bank charges, fees, agency fees, commission and interest on overdue payments in respect of all drafts, cheques, bills of exchange, letters of credit and credit transfers, and no deduction in respect of these may be made from any payment to ETS.
g) The Customer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as amended from time to time, including those of the United States, the European Union and the jurisdictions in which ETS and The Customer are established, apply to its use and onward supply of the Goods.
h) ETS may withhold or cancel any delivery, without liability, where ETS reasonably suspects that performance would breach this clause.
27. Intellectual property
ETS' intellectual property rights, including names, trade marks and logos, remain at all times the exclusive property of ETS. The Customer may not use them without ETS' prior written consent, and shall not hold itself out as an agent, authorised dealer, authorised reseller or representative of ETS or of any manufacturer. The Customer indemnifies ETS against all costs and losses incurred as a result of breach of this clause.
28. Confidentiality
a) Each party shall keep confidential all information and material received from the other that is marked as confidential or that should reasonably be regarded as confidential, including pricing, stock lists, sources, customer information and technical and commercial information, and shall use it only for the purposes of the Contract. This obligation continues for three (3) years after the last delivery.
b) The conclusion and content of the Contract, including prices, duration and other parameters, are confidential. Except to the extent required by law or by a competent authority, court or tribunal, the terms of the Contract may not be disclosed to third parties other than to affiliates who agree to be bound by equivalent confidentiality obligations. ETS may disclose terms to a third party for the purposes of performing the Contract.
c) The Customer shall not disclose ETS' sourcing channels or supplier identities to any third party, including to any manufacturer or its representatives.
29. Compliance and business conduct
The Customer shall comply with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, competition, sanctions and modern slavery, and shall not engage in any activity that would cause ETS to be in breach of such laws. Breach of this clause is a material breach.
30. Notices
a) Notices under clauses 12, 13, 23, 25 and 26 must be in writing and sent by email to rma@ecotech-solutions.dk with confirmation of receipt, or by registered post to ETS' registered address.
b) Notices sent to individual employees, or via messaging applications, chat, social media or telephone, do not constitute valid notice under those clauses.
c) Notices are deemed received on the business day of transmission if sent before 16:00 CET, otherwise on the next business day; and for registered post, on the second business day after posting.
31. Assignment
The Customer may not assign, transfer or charge the Contract or any part of it without ETS' prior written consent. ETS may assign or transfer the Contract to an affiliate or in connection with a transfer of its business, and may subcontract performance of any part of its obligations.
32. General
a) If any provision or part of a provision of these Terms is illegal, void or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects its original purpose and commercial intent, and where a provision is unenforceable only because of its extent or duration it shall apply with the minimum modification necessary to make it enforceable.
b) Failure or delay by ETS in exercising or enforcing any right is not a waiver of that right, nor a bar to its exercise or enforcement at any later time. No waiver is effective unless in writing and signed by a director of ETS.
c) No practice, course of dealing, custom, trade usage, prior conduct or repeated accommodation between the parties varies these Terms or creates any obligation on ETS. Clause 17 applies.
d) Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties.
e) The Contract confers no rights on any person who is not a party to it, including The Customer's own customers and end users.
f) Any amendment or addition to an individual Contract must be agreed in writing by the duly authorised representatives of the parties in order to be valid. This does not affect ETS' right under clause 1(g) to amend these Terms.
g) Clauses 6, 7, 10, 15, 16, 17, 20, 21, 26, 27, 28, 32 and 33 survive termination or expiry of the Contract.
33. Governing law and jurisdiction
a) The Contract is deemed to have been made in Denmark and is governed in all respects by Danish law, excluding its rules on choice of law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
b) All disputes, differences or questions arising between the parties as to the construction, validity or performance of the Contract, or as to any matter arising out of or connected with it, shall be determined by the Danish courts, with Retten i Aarhus as the court of first instance.
c) Notwithstanding clause 33(b), ETS may at its sole discretion bring any dispute before the competent courts of the country in which The Customer has its registered domicile.
Luk
