These Sales Terms are provided by Envita GmbH, Bahnhofstraße 26, 36110 Schlitz, Germany, registered with the commercial register of the Local Court (Amtsgericht) of Gießen under HRB 12226 (“Envita”). They apply to all offers, sales and deliveries of Envita hardware products (“Products”) and related services by Envita directly to its customers.
1. Scope
1.1 These Sales Terms apply only to companies, businesses and other professional customers (Unternehmer within the meaning of § 14 BGB). Envita does not sell to consumers.
1.2 These Sales Terms apply exclusively. Deviating or supplementary terms of the customer do not apply, even if Envita does not expressly object to them or performs without reservation. Deviating provisions in Envita’s offer or order confirmation prevail over these Sales Terms.
1.3 Use of Envita’s cloud software and data services is governed by the Envita Service Terms (envita.io/service-terms), which the customer accepts when creating its account. Authorised Envita Resellers purchase under a separate Reseller Agreement, which prevails over these Sales Terms in the event of a conflict.
2. Offers and Contract Formation
2.1 Envita’s offers are valid for the period stated in the offer and are otherwise non-binding. A contract comes into existence upon Envita’s written order confirmation (email suffices) or, at the latest, upon delivery.
2.2 The scope of delivery, prices and any special conditions are determined by the offer and the order confirmation. Promotional bundles (for example starter packages) are governed by the terms stated in the respective offer.
3. Prices and Payment
3.1 All prices are net prices and are exclusive of value added tax and other applicable taxes, customs duties and levies, and of the costs of packaging, shipping and insurance, unless the offer states otherwise.
3.2 Unless the offer or invoice states otherwise, invoices are payable within fourteen (14) days of the invoice date without deduction. Envita may require advance payment for initial orders or where there are reasonable doubts about the customer’s creditworthiness.
3.3 In the event of default in payment, Envita may charge default interest at the statutory rate applicable to commercial transactions (currently nine percentage points above the base rate (Basiszinssatz) per annum, § 288 (2) BGB); the right to claim further damages remains unaffected. Envita may suspend access to paid data services while payments are in default, as set out in the Service Terms.
3.4 The customer may set off, or exercise a right of retention against, claims of Envita only where its counterclaim is undisputed or has been finally adjudicated (rechtskräftig festgestellt).
4. Delivery
4.1 Delivery terms and the place of delivery are as stated in the offer or order confirmation. Unless agreed otherwise, Products are dispatched at the customer’s cost, and the risk of loss passes to the customer when the Products are handed to the first carrier.
4.2 Delivery dates are approximate only, unless expressly agreed as binding in the order confirmation. Partial deliveries are permitted to the extent reasonable for the customer.
4.3 Installation of the Products is not included in the scope of delivery unless expressly stated in the offer. The Products are intended for installation by a qualified electrician in accordance with the installation documentation available at support.envita.io. Installation performed correctly by the customer, or by a contractor engaged by the customer, does not affect the warranty under clause 7.
5. Retention of Title
5.1 Delivered Products remain the property of Envita until the purchase price for the relevant Products has been paid in full (retention of title – Eigentumsvorbehalt).
6. Software and Data Services
6.1 The Envita software as currently provided (Envita Flow, with its current functionality) is made available free of charge. The use of all Envita software and data services — including paid subscriptions such as the Envita API, Envita Connect and Envita AI — is governed by the Service Terms (envita.io/service-terms), including the terms on future paid functions, subscriptions, data and availability.
6.2 Mobile data connectivity (e.g. 4G) for gateways is not included with the Products and is the customer’s responsibility, unless it is ordered from Envita as a paid service (Envita Connect) or expressly included in the offer.
7. Warranty
7.1 Envita warrants the Products in accordance with the Envita Warranty Policy provided with the purchase: the Products are warranted to be free from defects in material and workmanship under normal use for twenty-four (24) months from delivery, with repair or replacement through the RMA procedure (support.envita.io) as the remedy. The Warranty Policy also sets out the applicable conditions and exclusions.
7.2 Sensors that are activated in the Envita software within sixty (60) days of delivery and for which an active, paid Envita API subscription has been maintained continuously since activation qualify for Envita’s extended warranty — replacement of the sensor for up to ten (10) years from activation — in accordance with, and subject to the conditions, exclusions and RMA procedure of, the Warranty Policy. Other subscriptions (for example Envita Connect or Envita AI) and free software functions do not qualify.
7.3 Accessories manufactured by third parties (for example external current transformers) are not covered by Envita’s warranty; any manufacturer’s warranty is passed through to the customer to the extent transferable.
7.4 The customer shall inspect delivered Products without undue delay and notify Envita of apparent defects without undue delay after delivery (§ 377 HGB). Statutory rights that cannot be excluded or limited by agreement remain unaffected.
8. Liability
8.1 Envita is liable without limitation: (a) for damage caused intentionally or by gross negligence; (b) for culpable injury to life, body or health; (c) under the German Product Liability Act (Produkthaftungsgesetz) and any other mandatory statutory liability; (d) for fraudulent concealment of a defect; and (e) to the extent Envita has expressly assumed a guarantee, in accordance with that guarantee.
8.2 In cases of simple negligence, and subject to clause 8.1, Envita is liable only for damage resulting from the breach of a material contractual obligation, being an obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose fulfilment the customer regularly relies and may rely (Kardinalpflicht); in such cases, liability is limited to the damage typical for this type of contract and foreseeable at the conclusion of the contract, and capped at the value of the affected order.
8.3 For software and data services provided free of charge, Envita’s liability is limited to the cases listed in clause 8.1. Neither Party is liable for loss of profits or revenue, loss of business opportunities, loss of goodwill, business interruption, loss of data, or any indirect or consequential losses, except in the cases listed in clause 8.1.
9. Intellectual Property
9.1 All rights in the Products, the software, the documentation, the firmware and the underlying technology remain with Envita and its licensors. The customer receives no rights other than those expressly granted upon purchase and under the Service Terms, and shall not remove or alter proprietary markings.
10. Export Control
10.1 The customer shall comply with all applicable export-control and sanctions laws when reselling, exporting or re-exporting Products, and shall not supply Products, directly or indirectly, to sanctioned or listed persons or embargoed countries.
11. Confidentiality
11.1 The parties shall treat non-public commercial and technical information exchanged in connection with an offer or order as confidential and shall not disclose it to third parties without the other party’s prior written consent, except where required by law.
12. Final Provisions
12.1 These Sales Terms, and all contracts concluded under them, are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.2 The exclusive place of jurisdiction for all disputes is the competent court at Envita’s registered seat; Envita may also bring proceedings at the customer’s general place of jurisdiction.
12.3 Should any provision of these Sales Terms be or become invalid, the validity of the remaining provisions shall not be affected.
12.4 These Sales Terms are drawn up in the English language; German legal terms in brackets serve clarification purposes only. The version published at envita.io/sales-terms at the time of the order applies to that order.
Envita GmbH · Bahnhofstraße 26 · 36110 Schlitz · Germany · info@envita.io · www.envita.io