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GENERAL TERMS OF SALES

These general terms of sale govern the contractual relationship between Soltech NV, with its registered office at Belgium, 3300 Tienen, Grijpenlaan 18, VAT-n° 0768.654.526 (hereafter referred to as “Soltech”), and the purchaser and shall be exclusively applicable to each order placed at Soltech barring eventual particular conditions on a case by case basis agreed on in writing by Soltech.

These general terms and conditions shall apply to all forms of activities and to all Soltech ’s invoices to the purchaser and to all agreements between Soltech and the purchaser. These terms and conditions form an integral part of the agreement with the purchaser. Any deviation there from must be set down expressly in writing.

These general terms and conditions take precedence over any terms and conditions issued by a purchaser or a third party, even if Soltech has not expressly objected to them.

These general terms and conditions are acknowledged and accepted by the purchaser by the mere fact of making a purchase, placing an order or entering into an agreement with Soltech.

 If one or more provisions of these terms and conditions are wholly or partially null and void or voided, this shall not entail the nullity of the remaining general terms and conditions. The parties undertake to replace the null and void clause with a legally valid clause that corresponds to the original intention of the parties, or that comes as close as possible to it.

1.Orders

Orders shall only be binding for Soltech after written acceptance by e-mail by an authorized representative of Soltech, and are considered to be accepted if Soltech confirms in written the products ordered by the purchaser. Agents of Soltech are not to be considered as authorized representatives. Orders may not be transferred by the purchaser to third parties, unless Soltech has explicitly agreed in writing. Modification or cancellation of the order, even partially, shall not be accepted, unless Soltech has explicitly agrees. In the event of cancellation, the purchaser shall be liable to pay lump sum compensation of 50% of the price of the offer, unless Soltech can demonstrate a higher loss. This compensation covers fixed and variable costs and possible loss of profit.

After acceptance of the offer by the Parties, the purchaser can be required to make an advance payment of a certain amount of the price of the offer. In this case, the agreement shall only be definitively concluded after acceptance of the offer and payment of the advance.

2.Warranties

Soltech warrants the products against product defaults or defaults in raw materials as of delivery. Interventions based on the warranty do not prolong the term of such warranty. The warranty shall only be applicable after inspection of the goods by the after sales service of Soltech. Return of the products shall not be accepted without advice of the after sales service of Soltech and prior permission of Soltech.

 Soltech guarantees that the electrical power of the sold products, when measured to the standard test conditions and when non of the cases mentioned below apply, will be at least equal to:

  • 90% of the Standard Power for a period of 10 years following the delivery to the purchaser; and
  • 80% of the Standard power for a period of 10 years following the initial period of 10 years following the delivery to the purchaser.

Whenever a sale is made, the sold products shall be tested by Soltech to measure its electrical power according to standard test conditions.[1]

 Soltech cannot be held liable for special, incidental, indirect or consequential losses or damages whatsoever caused by interruption of bad functioning of the products or interruptions caused by the fulfillment of this warranty.

 Soltech’s liability shall in any case be limited to the amount (excl. V.A.T.) invoiced for the products.

 The warranty of Soltech covers visible and latent defects, and is submitted to the following conditions.

  • The warranty is limited to the repair and replacement of any defective materials. Replacement of the products shall not prolong the warranty period for the products initially delivered.
  • Damage and destruction caused by negligence, wrong maintenance or use other than in accordance with the instructions provided by Soltech.
  • Damage and/or destruction as a result of normal product wear and tear and/or changes in colour.
  • The warranty period starts as from the date of delivery, except if otherwise agreed. The warranty does not cover: Transportation, delivery and/or incidental costs incurred while fulfilling this warranty.
  • Damage and/or destruction as a result of natural disaster of acts of God, normal wear and tear, or as a result of mishandling
  • Damage and/or destruction caused by installation or use other than in accordance with the instructions provided by Soltech
  • Damage and/or destruction caused by return of the products in an inappropriate packing;
  • Damage and/or destruction caused by repairs, modifications, installations of start-ups by a party not authorized by Soltech
  • The labor services needed to replace the defective product are not included in the warranty and must be paid separately by the purchaser.

3.Force Majeure

All obligations of Soltech shall be suspended in case of Force Majeure. Shall be considered as force majeure: general or partial strikes, lockout, epidemics, road blockades, pandemic, interrupted transport operations, fire, flooding, machinery failures, etc. and in general each circumstance beyond the control of Soltech causing its factories or the factories of its suppliers to be partially or entirely shut down or causing the delivery of raw materials from our suppliers or products of Soltech to be delayed.

4.Price

All prices are in euros (excluding VAT). All prices are exclusive of other costs (e.g. assembly, transport, packaging, shipping costs), unless explicitly stated otherwise. Any increase in the VAT rate or any other taxes between the order and delivery shall be borne by the purchaser.

Soltech reserves the right to correct any typographical errors in relation to the quotation. Soltech may unilaterally change prices if such price changes are due to objective circumstances beyond its control, such as changes in VAT, taxes and excise duties, delivery costs, purchase costs, raw materials, etc. This list of objective circumstances is not exhaustive and is given as an example.

5.Delivery

All products of Soltech are delivered ex works. The risk is passed to the purchaser from the moment the products are dispatched from Soltech’s premises, even if a Franco delivery or a partial delivery was agreed.  As products are, irrespective of the terms of delivery, always transported at the addressee’s risk, it is the purchasers business to insure the products against loss or deterioration.

In case the Purchaser has entrusted the transport of the products to Soltech, whether the goods are sold carriage paid or not, and irrespective of the modalities of shipment, delivery dates are given pure indicative. Delivery times are calculated in working days and do not reflect unexpected delays in case of force majeure.  Failure to comply with the delivery deadlines shall never give rise to damages or to cancellation of orders.

Transport costs are always calculated from Soltech premises to the seat of the purchaser, if not agreed otherwise.

The date of the invoice or the date on which the products are at the disposal of the purchaser at Soltech’s premises (whatever date comes first) shall be considered as the date of delivery, except if proven otherwise by the purchaser.

6.Acceptance, complaints and return of the goods­

Reception of the goods shall be at the purchasers cost. The purchaser should be present or represented at the moment of delivery in order to inspect the goods, and he should verify the visual aspects, quantity and conformity of the delivery. Notwithstanding eventual remarks on the delivery notes, complaints about visual defects, non-conformity or wrongfully delivered products shall only be accepted by Soltech if these complaints have been clearly explained in an e-mail sent both to Soltech and the transport company (if any) within ultimately 48 hours after delivery. The purchaser has to indicate and prove the defects or the non-conformity. This e-mail has to be confirmed by the purchaser to Soltech by a registered letter. Processing of incorporation of the products shall be considered as acceptance, even after a prior complaint.

Visible defects are defects which the purchaser can detect by reasonable inspection. Latent defects are a hidden flaw, weakness or imperfection in the products which the buyer cannot discover by reasonable inspection. Latent defects are presumed not to have existed at the time of delivery, and the purchaser accepts that Soltech’s knowledge of such latent defects cannot be presumed.

The purchaser shall enable Soltech to control and repair the defects, or to replace the products if Soltech finds this the best solution. He may not repair a defect himself or may have it repaired by third parties. Return of products requires a prior written approval of Soltech. This approval does not constitute recognition of default. The products should be returned in an adequate packing, free of freights and costs. Products returned to Soltech without such approval will be held at the purchaser’s disposal, and at his cost and risk. Costs for transport, stock, handling and eventual return of the products shall be charged to the purchaser. Complaints do not entitle the purchaser to retain payment.

7.Payment and resolutory clauses

All our invoices are payable cash in advance, unless if explicitly otherwise agreed. Payments shall be effected on the bank account designated on the invoice or with legal means of payment on the registered office of Soltech.

The purchasers shall not be entitled to settle collectible claims on Soltech except if explicitly agreed with Soltech. Soltech reserves the right to invoice the goods according to the deliveries, even if these deliveries are only partial and to require a payment guarantee, or payment of an advance. Soltech is also entitled to require additional payment guarantees or cash payment in case the financial situation of the purchaser would decline between the date of order and the delivery date. Acceptance of bills of exchange by Soltech does not entail novation or does not constitute a waiver on behalf of Soltech. Partial payments shall be imputed by preference to non privileged claims.

In case payment terms were agreed, and not respected, late payment shall, as of right and without formal notice, result in an interest equal to the interest as applied by the ECB, raised with 3% for each month delay. The interest shall be calculated as from the date of due and without prior notice. The same interest shall be due if a delivery is delayed on request of the purchaser, and it will be calculated as from the initial date of delivery.

In case of late payment and irrespective whether payment terms were agreed or not, Soltech also reserves the right to collect all outstanding claims, and to suspend new deliveries until all outstanding invoices have been paid, without notice of default.

In case of decease, bankruptcy, incapacity, or liquidation / dissolution of the purchaser, delay of his Social Security Payments or taxes or in case of non-payment of invoices, Soltech reserves the right to stop each delivery of goods and to claim immediate payment of the goods already delivered, and to annul the agreement immediately and without formal notice. Soltech may consider the agreement dissolved by virtue of law with immediate effect, without respecting a period of notice, by notice given in writing by registered letter in case of serious breach of its contractual obligations  (inter alia payment obligations) by the purchaser, unless the breach is cured within 8 days after the purchaser receives from Soltech a notice of intent to terminate.

In the event of termination or annulation due to any failure of the purchaser, advances paid for deliveries or orders cancelled before delivery shall not to be restituted by Soltech and shall be considered as an indemnity. Moreover, Soltech shall be entitled to claim a lump sum equal to 50% of the amount of the order, as well as eventual legal costs.

8.Retention of title

Soltech reserves full ownership of the goods delivered until the price invoiced has been paid in full. In case of seizure on the products or other interventions of third parties, the purchaser is obliged to inform Soltech immediately in order to enable Soltech to take appropriate measures and to preserve its right.  

The purchaser is not authorized to pledge or to transfer the ownership of the products until full payment. Soltech is entitled to claim restitution of the products in case of (even partial) non payment, without further notice and at cost of the purchaser. Such claim for restitution does not result automatically in annulation of the agreement.

9.Industrial Property Rights

Designs, drawings, prototypes, etc. made by Soltech at the request of the purchaser always remain the property of Soltech, even if the purchaser was charged for these services. The purchaser acknowledges that these designs, drawings, prototypes, etc. are primarily the product of Soltech’s know-how, R&D, and investments in Soltech’s R&D department.

The purchaser undertakes, therefore, never to produce itself the drawings, prototypes, know-how, designs, etc. or to copy them of to have them manufactured or copied, except with express prior written consent of Soltech. The purchaser expressly relieves Soltech of all liability regarding industrial, intellectual and artistic rights of third parties for the products to be delivered or made by Soltech.

Soltech is the only owner of the intellectual property rights that apply in its relationship with the purchaser, including without limitation, the intellectual property protection regarding the photovoltaic modules. At no time shall the intellectual property rights of Soltech be transferred to the purchaser, unless the parties expressly agree otherwise in writing.

The purchaser may not make any copies of the products and/orany intellectual property rights contained therein or allow others to do so.

Furthermore, the purchaser may not make any changes to the products. The purchaser may not modify, adapt, merge, translate, reverse engineer or decompile or disassemble the products or the intellectual property contained therein. It is also not permitted to make derivative products or goods based on the products, in whole or in part.

If for the purpose of compatibility, reverse engineering or decompilation of the products should be necessary, the purchaser must contact Soltech which alone is entitled to decide on the necessity and on the possible action related to it.

Should the purchaser violate this provision, the latter shall be held legally responsible for all damage incurred as a result of the wrongful behaviour and/or violations of, inter alia, but without limitation, copyrights, unauthorised transmission, reproduction or use of the software and/or associated documentation.

10.Data protection

Soltech will, to the extent possible, respect the provisions of the General Data Protection Regulation.

The purchaser hereby explicitly confirms that all data it submits to Soltech were collected in accordance with the General Data Protection Regulation.

Consequently, the purchaser shall indemnity Soltech if it receives any claim from a natural person whose details, through the intermediary of the customer, were transferred to, collected and/or processed by Soltech.

The Purchaser hereby explicitly confirms that it, as owner of the information made available Soltech will ensure compliance with all obligations in accordance with the General Data Protection Regulation regarding the processing of personal data.

11.Competence clause

The present general terms of sale should be considered as law between parties and have priority towards all contrary legal stipulations, under which the stipulations from the Vienna Sales Treaties of the UNO of 11th April 1980. These sales conditions are exclusively governed by Belgian law. Parties expressively agree to consider the registered office of the company as the place of fulfillment of the present agreement. Exclusive court of jurisdiction for any disputes deriving from the interpretation or execution of the present agreement shall be Louvain (Belgium).