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General contractual conditions of Danfoss A/S for the provision of the “Business”
ECL portal
1. General
These terms apply only to companies, legal entities under public law and publiclaw special funds, for contracts for ECL Portal services “Business” (“ECL Portal”)
between
Danfoss A/S, (“Danfoss”)
Nordborgvej 81
DK-6430 Nordborg
Denmark
and the purchaser of ECL Portal services (“Customer”).
Prerequisite for the use of the ECL portal is the purchase and installation of
an “ECL Comfort 310 controller” for the heating system or systems that are to
be managed, plus the availability of the prescribed Danfoss network connection
equipment (necessary and prescribed equipment for the ECL portal). The provision
of this equipment is not itself a factor in this contract with Danfoss.
A further requirement for the use of the ECL portal is that the Customer, and
any persons to whom the Customer gives access to the ECL portal, are authorised
to access the ECL Comfort 310 controller to monitor and control the heating system(s)
via the ECL portal by the user or users of the heating system(s) on which the
ECL Comfort 310 controller is installed. The Customer is responsible for ensuring
that such authorisation for use of the contracted services of the ECL portal
is at hand for each of the ECL Comfort 310 controllers registered by the Customer
on the ECL portal throughout the period for which the ECL portal is in use. The
relationship between the Customer and the users of the supported heating system(s)
is not a factor in this contract with Danfoss. The Customer undertakes to indemnify
Danfoss against all and any third-party claims that are made against it in connection
with use of the ECL portal by the Customer and/or any persons to whom the Customer
has given access to the ECL portal, and to reimburse Danfoss for any injury or
cost suffered by it as a result of such third-party claims, including any costs
incurred for prosecution or defence.
2. Conclusion of the contract
Only local language contracts can be concluded on the portal.The schedule of possible services shown at http://ecl.portal.danfoss.com does
not constitute a binding offer. The Customer submits a binding offer by completing
the online ordering process, entering all the requested information, and at the
end of this process clicks on the button “Place order”. The Customer is prompted
to register their data, or – if they have not already done so – to enter their
previously registered Customer login. An order can be submitted and placed only
if the Customer has registered, has agreed to Danfoss’ General Terms and Conditions,
has signalled their acceptance of the Privacy Policy and incorporated both of
these into their order by clicking the appropriate checkboxes. If the Customer
makes any mistakes while placing an order these can be corrected before submitting
the order by clicking on the “Shopping Basket” button and using the Delete or
Change function as appropriate. Danfoss acknowledges receipt of an order by means
of an automatically generated e‑mail; this does not yet signify that the offer
has been accepted. If Danfoss accepts the offer the Customer will receive an
order confirmation and their access to the ECL portal will be enabled.
Danfoss will store the text of the contract together with the Customer’s order
data. If the Customer wishes to have a hardcopy of this, there is provision for
printing out the order confirmation.
The Customer can download from the internet smartphone applications for the ECL
portal for a number of operating systems. This may give rise to additional costs,
both for the smartphone application and the necessary data connection.
3. Scope
The ECL portal enables the Customer to use a PC or smartphone app to log on tothe homepage ("Internet page") of the ECL portal at http://ecl.portal.danfoss.com
in order to monitor and control the heating systems on which the ECL Comfort
310 controller is installed. The Customer can register a number of ECL Comfort
310 controllers at the ECL portal.
4. Connection
The ECL portal uses an internet connection to monitor operation of the system(s).The ECL portal may be used only for the purposes associated with its use. The
access does not permit any other connections.
Connection to the ECL portal is facilitated by connecting the relevant ECL Comfort
310 controller to the internet.
When the ECL Comfort 310 controller has been connected to the internet, the Customer
activates the appropriate function on the ECL Comfort 310 controller and receives
a password for connection and access to the ECL portal. The Customer is responsible
for keeping this data safe so that it cannot be used by unauthorised persons.
Danfoss accepts no liability for injury or damage suffered by the Customer or
any third party as a result of the Customer’s failure to keep their login data
safely.
5. Utilisation and liability
The Customer is responsible to Danfoss for any actions of the Customer or anyperson or persons whom the Customer has enabled to access the ECL portal that
are unauthorised or otherwise contrary to the contract.
The Customer may not utilise the ECL portal in such a way as to disadvantage
Danfoss or any third party, or so as to cause technical or other difficulties
with the mobile communication.
The Customer may use only the equipment prescribed by Danfoss and only when it
is in perfect working order. The Customer must immediately remove equipment that
causes interference or malfunctions. This also applies when authorised equipment
as specified in sections 4 and 5 is faulty or causes interference or malfunctions.
If the Customer uses faulty equipment, or equipment other than that prescribed
by Danfoss, they do this at their own risk and Danfoss will in no case be liable
for difficulties connecting to the ECL portal or any other malfunctions, interruptions
or other harm or loss suffered by the Customer as a result.
Any utilisation of the ECL portal in a manner contrary to the conditions laid
down in section 5 constitutes a major violation of the contract.
The Customer is obliged to reimburse Danfoss for any injury or damage occasioned
by any deliberate or negligent actions or omissions on the part of the Customer,
or any person for whom the Customer is responsible, contrary to the conditions
stated in section 5 or any other part of the contract.
6. Data protection
When the Customer logs into and utilises the ECL portal, Danfoss automaticallyrecords access data and other data that the user voluntarily provides when registering
for the ECL portal; the ECL Comfort 310 controller also records hardware and
sensor data pertaining to the heating system (together referred to as "ECL data").
You will find details of this in Danfoss’s [Privacy Policy
In the event that the Customer registers ECL Comfort 310 controllers and heating
systems that are used by private end-users, the Customer must ensure that these
private end-users have previously agreed to the collection, processing and transmission
of their ECL data. Danfoss remains the responsible party as specified in the
relevant Privacy Policy. Details of the purpose, the collection, processing and
transmission of ECL data may be found in Danfoss’s Privacy Policy (see Annex 1).
The Customer undertakes to inform Danfoss immediately in the event that an ECL
Comfort 310 controller has been registered for an end-user who has not previously
formally consented to the use of their data. The Customer may use the sample
text given in the Annex to obtain end-users’ consent to the use of their data.
The Customer also undertakes to inform Danfoss immediately in the event that
an end-user withdraws their previously given consent.
The Customer accepts full responsibility for any damages or liabilities incurred
by Danfoss occasioned by the Customer’s failure to obtain or tardiness in obtaining
data protection consent. In particular, this includes any fines that may be imposed
on Danfoss by the relevant data protection authorities because of late or missing
data protection consent statements.
7. Duration of the contract
The contract initially runs for a period of twelve (12) months. If either partyomits to cancel the contract at the latest thirty (30) days prior to the end
of the current order period, the order and the contract will both be extended
by a further twelve (12) months with no change to the period of notice. The Customer
will be informed of their cancellation rights, in good time prior to the end
of the period of provision, by letter, together with an invoice, by fax or e‑mail.
The Customer is not entitled to suspend the provision of the ECL portal, i.e.
to place it in abeyance for a period.
Cancellation of the contract must be in writing.
At the end of the contract Danfoss will deactivate access to the ECL portal.
8. Reimbursement and payment
The Customer pays Danfoss an annual provision fee made up of a lump sum for theaccess rights plus an additional fee for each registered ECL Comfort 310 controller
as shown in the current price list.
The annual provision fee is payable in advance. The first annual provision fee
becomes due as soon as a contract for provision of the ECL portal has been concluded.
The fee for newly registered ECL Comfort 310 controllers is calculated pro rata
for the remaining portion of the order period up to the beginning of the next
period, and becomes due as soon as the ECL Comfort 310 controller has been registered.
The Customer is free to pay by transfer or credit card, or with Danfoss vouchers.
Danfoss accepts the credit cards MasterCard and VISA. The Customer confirms that
they are the authorised holder of the specified credit card and take full responsibility
for the accuracy of the specified data. When the order is accepted Danfoss will
charge the credit card account with the amount of the provision fee. The Customer
agrees to the verification procedures carried out by Danfoss with the card-issuing
institute. If the card-issuing institute refuses to pay, Danfoss cannot permit
any (more) access to the portal. In such cases Danfoss will immediately inform
the Customer of the situation by e‑mail.
When a contract for the provision of the ECL portal is extended, the prices are
liable to change for the new period. Section 12 explains the manner in which
the Customer is to be informed of any such changes and any changes to pricing
during the current period of provision. If the Customer declines to accept the
price change they are entitled to cancel the contract as regulated in section 12.
If payments are late, Danfoss is entitled to charge interest at the statutory
rate plus the statutory costs for reminders and enforcement. If no payment is
received by Danfoss in spite of sending a reminder and allowing a period of grace,
then Danfoss is entitled to debar the Customer from accessing or using the ECL
portal, as specified in section 11.
9. Maintenance
Danfoss offers the following support for the ECL portal: Customers who have anyquestions about the ECL portal will find helpful information on the website (http://ecl.portal.danfoss.com),
in the online documentation, the FAQ and the Troubleshooting Guide. In addition,
for questions that are not yet dealt with on the website, Customers can use an
online form to submit their query to a Danfoss adviser.
Danfoss also offers a hotline from which Customers who have difficulty with registering
their ECL Comfort 310 controller, or with using the ECL portal functions or smartphone
app, can obtain help and support from Danfoss advisers.
If so requested by Danfoss, or by an operative on behalf of Danfoss, the Customer
must permit monitoring of the attached equipment where this is necessary for
the provision of the ECL portal, or where there is reason to believe that said
equipment was connected in violation of the regulations in section 5.
10. Malfunctions and downtime
The Customer is aware that errors and malfunctions may occur in transmissions,and that faults and malfunctions may also be caused by data processing or data
communications systems belonging to Customers, Danfoss or third parties, in particular
the users of the heating system on which the ECL Comfort 310 controller is installed.
Danfoss will eliminate errors and interruptions affecting the ECL portal within
a reasonable time of their being reported by the Customer. Danfoss is not obliged
to resolve interruptions that are caused by circumstances over which Danfoss
has no control.
Danfoss is entitled to interrupt or restrict access to the ECL portal so far
as this is necessary for technical or operational reasons or maintenance purposes.
This also applies to access to the website (http://ecl.portal.danfoss.com).
If the ECL portal develops a fault or suffers an interruption for which Danfoss
is responsible, the Customer will receive a discount on the annual provision
fee for the ECL portal as appropriate for the fault or interruption. This discount
will be calculated from the date and time at which the Customer reported the
problem to Danfoss. The discount will be reflected in the next invoice.
The Customer will not receive any discount for faults or interruptions caused
by the Customer or by circumstances for which the Customer is responsible, e.g.
if they are using equipment other than that prescribed, or the equipment being
used is evidently faulty or shows signs of being tampered with.
If the Customer reports a fault that was caused by the Customer or by circumstances
for which the Customer is responsible, the Customer must also reimburse Danfoss
for reasonable troubleshooting costs.
11. Restriction of liability
In addition to the damages explained in section 10, in cases of simple negligenceDanfoss is liable only for direct loss and injury, except where a) the injury
is one of death, physical injury or impairment of health, or b) Danfoss has violated
one of its expressed guarantees, or c) the liability is mandatory in law, such
as in particular applies to cases arising under the Product Liability Act, or
d) Danfoss has violated some essential contractual obligation; essential contractual
obligations are those which are vital to the proper execution of a contract and
on which the Customer may generally rely.
Danfoss’ liability is restricted to loss or damage typically arising from contracts
of this kind, which Danfoss might reasonably have foreseen in view of circumstances
and facts available to Danfoss at the time the contract was concluded. This
restriction does not apply a) in cases of gross negligence or malice aforethought,
nor b) in cases of death, physical injury or impairment of health, nor c) where
Danfoss has violated one of its expressed guarantees, nor d) where the liability
is mandatory in law, such as in particular applies to cases arising under the
Product Liability Act.
Danfoss is relieved of the legal consequences of the non-fulfilment of its obligations
under this contract and from its possible liability for damages if such non-fulfilment
is occasioned by circumstances that are outside its control and that it is powerless
to remedy, insofar that these circumstances prevent, considerably hinder or delay
the fulfilment of its obligations. Such circumstances may include actions or
omissions on the part of an authority or some other party for which Danfoss bears
no responsibility, new or modified legislation, strikes, blockades, fire, war
or insurrection, power outages, floods or accidents.
12. Blocking and premature cancellation
Danfoss is entitled to interrupt or restrict the Customer’s access to the ECLportal immediately and until further notice if:
- the Customer, or persons who the Customer has enabled to access the ECL portal,
have interfered with ECL Comfort 310 controllers without being authorised to
do so by the users of the heating systems on which those ECL Comfort 310 controllers
are installed, or - the Customer violates the conditions for use given in section 5 or makes
any other improper use of the ECL portal, or - Danfoss or one of its agents is unjustifiably prevented from monitoring the
equipment as provided for in section 8, or - the Customer fails to settle an overdue obligation within 15 days of receiving
a reminder.
The Customer does not receive any discount or reimbursement for periods of interrupted
or restricted access occasioned by one of the above violations. If there is no
other reason for an interruption or restriction, Danfoss must re-enable the ECL
portal as soon as the Customer has ceased violating the contract. In such cases
Danfoss is entitled to charge a fee for additional work, as specified in the
current price list, for each such activation and deactivation of the ECL portal.
Danfoss is entitled to cancel this contract for the ECL portal without notice
if:
- the Customer, or persons who the Customer has enabled to access the ECL portal,
have interfered with ECL Comfort 310 controllers without being authorised to
do so by the users of the heating systems on which those ECL Comfort 310 controllers
are installed, or - the Customer violates the conditions for use given in section 5 or makes
any other improper use of the ECL portal, or - the Customer violates any other requirement of this contract, and the violation
is considerable, - the Customer is more than 30 days in arrears with their payment of a not
insignificant proportion of the provision fee, or - the Customer becomes insolvent, initiates debt rescheduling negotiations,
or is unable to pay,
and, when exhorted to resolve this situation, fails to do so within 14 days of
receipt of such exhortation.
13. Modifications
These general terms and conditions remain in force until further notice. Withinreason, Danfoss is entitled to modify these conditions, or the conditions for
using the ECL portal services, or their scope, in particular to modify or replace
individual functions and adjust prices, where this is necessary for objective
improvement to the service or in order to adapt to financial, legal or other
constraints. Customers must be informed of such changes at least three (3) months
prior to their implementation by letter, fax or e‑mail sent to the Customer’s
last known address. Minor modifications will be announced at least one (1) month
prior to their implementation.
If any changes are announced during the period of the contract that would act
to the detriment of the Customer, and the Customer declines to accept these announced
changes to the contractual conditions, the Customer is entitled to terminate
the contract for the ECL portal from the date of the change, provided notice
was given prior to that date. The Customer will be considered as having accepted
the changes if they continue to use the ECL portal after the changes have been
implemented. When Danfoss informs the Customer of the planned changes, it will
also remind them that continued use of the ECL portal after the changes have
been implemented will constitute acceptance of those changes.
14. Transfer of the contract
The Customer may transfer the contract provided Danfoss agrees with this. Thisagreement must be granted if the departing customer has fulfilled all their contractual
obligations and the new customer is accepted by Danfoss. Such acceptance may
not be refused without reasonable grounds. Both the transfer and the agreement
must be in writing.
Danfoss is entitled to transfer its contractual rights and obligations to a third
party. If Danfoss makes use of this right, the Customer is entitled to cancel
the contract with immediate effect. This cancellation may be made only within
a period of one month after the Customer is informed of Danfoss’ assignment of
its rights or obligations.
15. Applicable law and disputes
Any disputes arising from or in connection with the contract for the provisionof the ECL portal are subject only to German law, exclusive of the provisions
of the United Nations Convention on contracts for the international sale of goods
(CISG). The legal jurisdiction governing disputes arising from or in connection
with the contract for the provision of the ECL portal are as laid down in statute.
General terms and conditions of Danfoss A/S for provision of the ECL portal
“Basic”
1. General
These terms apply to contracts for “ECL Portal” services betweenDanfoss A/S, (“Danfoss”)
Nordborgvej 81
DK-6430 Nordborg
Denmark
and the natural or legal person (“Customer”) who orders those services from the
ECL portal.
Prerequisite for the use of the ECL portal is the purchase and installation of
an “ECL Comfort 310 controller” for the heating system, plus the availability
of the prescribed Danfoss network connection equipment (necessary and prescribed
equipment for the ECL portal). The Customer can obtain both of these from their
installation technician or elsewhere. The Customer will be invoiced for this
equipment by the relevant technician or other source. These services are not
themselves a factor in this contract with Danfoss.
2. Conclusion of the contract
Only local-language contracts can be concluded on the portal.The schedule of possible services shown at http://ecl.portal.danfoss.com does
not constitute a binding offer. The Customer submits a binding offer by completing
the online ordering process, entering all the requested information, and at the
end of this process clicks on the button “Place order”. The Customer is prompted
to register their data, or – if they have not already done so – to enter their
previously registered Customer login. An order can be submitted and placed only
if the Customer has registered, has agreed to Danfoss’ General Terms and Conditions,
has signalled their acceptance of the Privacy Policy and incorporated both of
these into their order by clicking the appropriate checkboxes. If the Customer
makes any mistakes while placing an order these can be corrected before submitting
the order by clicking on the “Shopping Basket” button and using the Delete or
Change function as appropriate. Danfoss acknowledges receipt of an order by means
of an automatically generated e‑mail; this does not yet signify that the offer
has been accepted. If Danfoss accepts the offer the Customer will receive an
order confirmation and their access to the ECL portal will be enabled.
Danfoss will store the text of the contract together with the Customer’s order
data. If the Customer wishes to have a hardcopy of this there is provision for
printing out the order confirmation.
The Customer can download from the internet smartphone applications for the ECL
portal for a number of operating systems. This may give rise to additional costs,
both for the smartphone application and the necessary data connection.
3. Scope
The ECL portal enables the Customer to use his/her own PC or a smartphone appto personally log on to the homepage ("Internet page") of the ECL portal at http://ecl.portal.danfoss.com
in order to monitor the heating system on which the ECL Comfort 310 controller
is installed and switch it between a number of predefined settings.
4. Connection
The ECL portal uses an internet connection to monitor operation of the system(s).The ECL portal is intended for personal use and may be used only for the purposes
associated with it. The access does not permit any other connections.
Connection to the ECL portal is facilitated by connecting the relevant ECL Comfort
310 controller to the internet.
When the ECL Comfort 310 controller has been connected to the internet, the Customer
activates the appropriate function on the ECL Comfort 310 controller and receives
a password for connection and access to the ECL portal. The Customer is responsible
for keeping personal login data safe so that it cannot be used by unauthorised
persons. Danfoss accepts no liability for injury or damage suffered by the Customer
or any third party as a result of the Customer’s failure to keep their login
data safely.
5. Utilisation and liability
The Customer confirms that they and all persons they enable to access the ECLportal are authorised to access the ECL Comfort 310 controller and, specifically,
to carry out actions such as are described in section 3.
The Customer is responsible to Danfoss for any actions, of the Customer or any
person or persons whom the Customer has enabled to access the ECL portal, that
are unauthorised or otherwise contrary to the contract.
The Customer may not use the ECL portal in such a way as to disadvantage Danfoss
or any third party, or so as to cause technical or other difficulties with the
mobile communication.
The Customer may use only the equipment prescribed by Danfoss and only when it
is in perfect working order. The Customer must immediately remove equipment that
causes interference or malfunctions. This also applies when authorised equipment
as specified in sections 4 and 5 is faulty or causes interference or malfunctions.
If the Customer uses faulty equipment, or equipment other than that prescribed
by Danfoss, they do this at their own risk and Danfoss will in no case be liable
for difficulties connecting to the ECL portal or any other malfunctions, interruptions
or other harm or loss suffered by the Customer as a result.
Any utilisation of the ECL portal in a manner contrary to the conditions laid
down in section 5 constitutes a major violation of the contract.
The Customer is obliged to reimburse Danfoss for any injury or damage occasioned
by any deliberate or negligent actions or omissions on the part of the Customer,
or any person for whom the Customer is responsible, contrary to the conditions
stated in section 5 or any other part of the contract.
6. Duration of the contract
The contract initially runs for five years. The Customer is not entitled to suspendthe provision of the ECL portal, i.e. to place it in abeyance for a period. Danfoss
may extend the term of the contract by continuing to make the ECL portal available
after the five years are up. This does not involve the Customer in any additional
costs. The Customer accepts such an extension by continuing to use the ECL portal
after the five years are up. Danfoss is not compelled to make such an extension,
and is not prevented from terminating the contract for provision of the ECL portal,
at the end of the five years or at some later time, and introducing a new fee-based
version of the portal. At the end of the contract Danfoss will deactivate access
to the ECL portal.
7. Reimbursement and payment
For the first five years of provision the Customer pays Danfoss a single lump-sumprovision fee. If the provision period is extended, the Customer may continue
to use the ECL portal with no further payment.
The provision fee is payable in advance and is due as soon as an order has been
placed. The Customer is free to pay by transfer or credit card, or with Danfoss
vouchers. Danfoss accepts the credit cards MasterCard and VISA. The Customer
confirms that they are the authorised holder of the specified credit card and
take full responsibility for the accuracy of the specified data. When the order
is accepted Danfoss will charge the credit card account with the amount of the
provision fee. The Customer agrees to the verification procedures carried out
by Danfoss with the card-issuing institute. If the card-issuing institute refuses
to pay, Danfoss cannot carry out the order. In such cases Danfoss will immediately
inform the Customer of the situation by e‑mail.
If payments are late, Danfoss is entitled to charge interest at the statutory
rate plus the statutory costs for reminders and enforcement. If no payment is
received by Danfoss in spite of sending a reminder and allowing a period of grace,
then Danfoss is entitled to debar the Customer from accessing or using the ECL
portal, as specified in section 11.
8. Maintenance
Danfoss offers the following support for the ECL portal: Customers who have anyquestions about the ECL portal will find helpful information on the website (http://ecl.portal.danfoss.com),
in the online documentation, the FAQ and the Troubleshooting Guide. Danfoss also
provides an online form in which the Customer can submit questions that are not
yet dealt with on the website for the attention of a Danfoss adviser.
If so requested by Danfoss, or by an operative on behalf of Danfoss, the Customer
must permit monitoring of the attached equipment where this is necessary for
the provision of the ECL portal, or where there is reason to believe that said
equipment was connected in violation of the regulations in section 5.
9. Malfunctions and downtime
The Customer is aware that errors and malfunctions may occur in transmissions,and that faults and malfunctions may also be caused by data processing or data
communications systems belonging to Customers, Danfoss or third parties, Danfoss
will eliminate errors and interruptions affecting the ECL portal within a reasonable
time of their being reported by the Customer. Danfoss is not obliged to resolve
interruptions that are caused by circumstances over which Danfoss has no control.
Danfoss is entitled to interrupt or restrict access to the ECL portal so far
as this is necessary for technical or operational reasons or maintenance purposes.
This also applies to access to the webpage (http://ecl.portal.danfoss.com).
If the ECL portal develops a fault or suffers an interruption for which Danfoss
is responsible, the Customer will receive a discount on the provision fee for
the ECL portal as appropriate to the fault or interruption. This discount will
be calculated from the date and time at which the Customer reported the problem
to Danfoss. The discount will be paid back to the Customer.
The Customer will not receive any discount for faults or interruptions caused
by the Customer or by circumstances for which the Customer is responsible, e.g.
if they are using equipment other than that prescribed, or the equipment being
used is evidently faulty or shows signs of being tampered with.
If the Customer reports a fault that was caused by the Customer or by circumstances
for which the Customer is responsible, the Customer must also reimburse Danfoss
for reasonable troubleshooting costs.
10. Restriction of liability
In addition to the damages explained in section 9, in cases of simple negligenceDanfoss is liable only for direct loss and injury, except where a) the injury
is one of death, physical injury or impairment of health, or b) Danfoss has violated
one of its expressed guarantees, or c) the liability is mandatory in law, such
as in particular applies to cases arising under the Product Liability Act, or
d) Danfoss has violated some essential contractual obligation; essential contractual
obligations are those which are vital to the proper execution of a contract and
on which the Customer may generally rely.
Danfoss’ liability is restricted to loss or damage typically arising from contracts
of this kind, which Danfoss might reasonably have foreseen in view of circumstances
and facts available to Danfoss at the time the contract was concluded. This restriction
does not apply a) in cases of gross negligence or malice aforethought, nor b)
in cases of death, physical injury or impairment of health, nor c) where Danfoss
has violated one of its expressed guarantees, nor d) where the liability is mandatory
in law, such as in particular applies to cases arising under the Product Liability
Act.
Danfoss is relieved of the legal consequences of the non-fulfilment of its obligations
under this contract and from its possible liability for damages if such non-fulfilment
is occasioned by circumstances that are outside its control and that it is powerless
to remedy, insofar that these circumstances prevent, considerably hinder or delay
the fulfilment of its obligations. Such circumstances may include withdrawal
by the Customer of their consent to the necessary collection and processing of
their data, actions or omissions on the part of an authority or some other party
for which Danfoss bears no responsibility, new or modified legislation, strikes,
blockades, fire, war or insurrection, power outages, floods or accidents.
11. Blocking and premature cancellation
Danfoss is entitled to interrupt or restrict the Customer’s access to the ECLportal immediately and until further notice if:
- the Customer violates the conditions for use given in section 5 or makes
any other improper use of the ECL portal, or - Danfoss or one of its agents is unjustifiably prevented from monitoring the
equipment as provided for in section 8, or - the Customer fails to settle an overdue obligation within 15 days of receiving
a reminder.
The Customer does not receive any discount or reimbursement for periods of interrupted
or restricted access occasioned by one of the above violations. If there is no
other reason for an interruption of restriction, Danfoss must re-enable the ECL
portal as soon as the Customer has ceased violating the contract. In such cases
Danfoss is entitled to charge a fee for additional work, as specified in the
current price list, for each such activation and deactivation of the ECL portal.
Danfoss is entitled to cancel this contract for the ECL portal without notice
if:
- the Customer violates the conditions for use given in section 5 or makes
any other improper use of the ECL portal, or - the Customer violates any other requirement of this contract, and the violation
is considerable, - the Customer is more than 30 days in arrears with their payment of a not
insignificant proportion of the provision fee,
and, when exhorted to resolve this situation, fails to do so within 14 days of
receipt of such exhortation.
12. Modifications
These general terms and conditions remain in force until further notice. Withinreason, Danfoss is entitled to modify these conditions, or the conditions for
using the ECL portal services, or their scope, in particular to modify or replace
individual functions where this is necessary for objective improvement to the
service or in order to adapt to financial, legal or other constraints. Customers
must be informed of such changes at least three (3) months prior to their implementation
by letter, fax or e‑mail sent to the Customer’s last known address. Minor modifications
will be announced at least one (1) month prior to their implementation.
13. Transfer of the contract
The Customer may transfer the contract provided Danfoss agrees with this. Thisagreement must be granted if the departing customer has fulfilled all their contractual
obligations and the new customer is accepted by Danfoss. Such acceptance may
not be refused without reasonable grounds. Both the transfer and the agreement
must be in writing.
Danfoss is entitled to transfer its contractual rights and obligations to a third
party. If Danfoss makes use of this right, the Customer is entitled to cancel
the contract with immediate effect. This cancellation may be made only within
a period of one month after the Customer is informed of Danfoss’ assignment of
its rights or obligations.
14. Applicable law and disputes
Any disputes arising from or in connection with the contract for the provisionof the ECL portal are subject only to German law, exclusive of the provisions
of the United Nations Convention on contracts for the international sale of goods
(CISG). The legal jurisdiction governing disputes arising from or in connection
with the contract for the provision of the ECL portal are as laid down in statute.
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