GENERAL TERMS & CONDITIONS

Applicable since March 26, 2024

DOWNLOAD THE WARRANTY TERMS

 

GENERAL TERMS & CONDITIONS Integrated Photovoltaics

 

  1. Scope

 

These general terms and conditions govern the contractual relationship between SOLTECH NV, with its registered office at Belgium, 3600 Genk, Thor Park 8080 bus 1, VAT-n° 0768.654.526 (hereafter referred to as “SOLTECH”), and the customer. In these general terms and conditions, “customer” means (i) a company as defined in Art I.1.1) WER and/or (ii) a consumer as defined in Art I.1.2) WER to whom SOLTECH sends an offer, who places an order with SOLTECH or with whom SOLTECH intends to conclude or has concluded an agreement, or to whom SOLTECH provides services, unless it is expressly stated below that the provision applies only to the company (‘customer-company’) or only to the consumer (‘customer-consumer’).

 

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

 The customer’s (purchase) terms and conditions shall only apply if they are expressly confirmed in special terms and conditions by both parties in writing prior to the execution of the order or agreement. The application of the following general terms and conditions is for SOLTECH an essential condition for the conclusion of the agreement. Prior to the conclusion of the agreement or the placing of an order, the customer declares to have received these general terms and conditions and to have taken note of its content. SOLTECH requests the customer to accept them prior to the conclusion of the agreement by means of signature of the offer, confirmation by e-mail or by any other expressly written means. In accordance with Belgian law, for the customer-company acceptance of the invoice also implies acceptance of these general terms and conditions.

 

If one or more provisions of these general terms and conditions are wholly or partially excessive, null and void or voided, this shall not entail the nullity of the remaining general terms and conditions. The parties undertake to replace the excessive, null and/or 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.

 

SOLTECH and the customer may, in addition to these general terms and conditions, make further special agreements governing the relationship between the parties. These shall only be valid and may prevail over these general terms and conditions if they have been expressly concluded in writing.

 

SOLTECH reserves the right to amend or modify its general terms and conditions at any time. These general terms and conditions will only apply once the customer has effectively taken notice of them and has expressly agreed to them.

 

The customer may only transfer his agreement(s) with SOLTECH or any rights or obligations derived therefrom to third parties if SOLTECH has given its prior written consent.

 

  1. Orders

 

Orders shall only be binding and valid  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 customer. Agents of SOLTECH are not to be considered as authorized representatives. Orders may not be transferred by the customer 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.                 

After acceptance of the offer by the Parties, the customer 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.

 

If the customer has specific requirements regarding production, packaging, transportation, etc. for the purchased goods, this must be communicated prior to placing an order or explicitly provided for in the agreement, so that SOLTECH can take these costs into account in its pricing. If this is not the case, SOLTECH reserves the right to invoice these additional costs in full to the customer.

 

  1. Warranties

 

3.1 General warranties

 

SOLTECH warrants the products against visible defects, such as product defaults, during a term of 25 years. Complaints regarding hidden defects, such as defaults in raw materials, must be reported within the timeframe mentioned in article 8 of these general terms and conditions. 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.

 

Products will neither become significantly delaminated nor substantially change its colour for a period of 10 years following delivery to the Buyer, provided that the following are not considered defects: 

  1. bubbles of up to 15 mm along the edges;
  2. an interlayer shrinkage of up to 5 mm from the edge of the glass.

 

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 customer; and
  • 80% of the Standard power for a period of 15 years following the initial period of 10 years following the delivery to the customer.

 

Whenever a sale is made, the sold products shall be tested by SOLTECH to measure its electrical power according to standard test conditions.[1] Given that the  generation  of electrical  power  depends on  local conditions of use,  such  as  the  climate conditions and exposure to the sun, i.e. conditions over which SOLTECH has no control, it is expressly agreed that on no account will SOLTECH guarantee a minimum level of electrical power generation. 

 

The warranty of SOLTECH covers visible and hidden defects, subject to the limitations set forth in these general terms and conditions, 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.
  • 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.
  • The labor services needed to replace the defective product are not included in the warranty and must be paid separately by the customer.

 

The warranty of SOLTECH will not cover the following damage and/or destruction of sold products:

  • caused by negligence, wrong maintenance or use other than in accordance with the instructions provided by SOLTECH;
  • as a result of normal product wear and tear and/or changes in colour;
  • as a result of natural disaster of acts of God, normal wear and tear, or as a result of mishandling;
  • caused by installation or use other than in accordance with the instructions provided by SOLTECH;
  • caused by return of the products in an inappropriate packing;
  • by repairs, modifications, installations of start-ups by a party not authorized by SOLTECH.
  • SOLTECH’s liability for any indirect damages arising from the performance of the contract, such as loss of profits, reputational, material or immaterial losses

 

In case edge boxes are applied, the mounting method must ensure the protection of the edge box from any external mechanical stress and the mounting profile/method must also protect the edge connector with the wire connections from  water stagnation. The edge box must at all times be protected from direct water exposure.

 

3.2 IGU warranty

 

SOLTECH guarantees that, for a period of 10 years from the date of manufacture of the initial supply, there will be no deterioration of vision due to condensation forming or dust settling on the inner surfaces of the insulating glazing unit. Replacement glazing units are covered until the expiry of the warranty on the initial glazing unit.

 

This warranty is void if:

  • The insulating glazing units were not transported, stored, installed and/or maintained in accordance with our requirements, the requirements set out in NBN S 23-002/A1/AC, NBN S 23-002 and NBN S 23-002-03 or the rules applicable in Belgium.
  • The installed insulating glazing was not transported, stored, installed and maintained in accordance with the requirements of TV 221 and those of brochure “Installation instructions”;
  • The glazing units supplied were damaged or modified, either intentionally or unintentionally, by any subsequent interior or exterior processing (notching, cutting, edge treatment, film application);
  • Water (from condensation or infiltration) has been allowed to stagnate in the rebate;
  • The glazing units were subjected to abnormal stresses caused by building movements, poor window frame operation, etc.;

 

This warranty excludes:

  • Accidental breakage of or cracks in the glazing unit due to abuse or improper installation;
  • Interference fringes: a naturally occurring phenomenon whereby iridescent stains, stripes and patterns are visible when the glass is viewed from certain angles. The various surfaces of an insulating glazing unit split daylight into the colours of the rainbow. This relatively rare phenomenon has nothing to do with a defect in the glass or oil/grease on the surface of the glass. Pressing on the glass will cause the pattern to move, which would not happen if the glass were actually stained;
  • Thermal breakage: Glass can break due to mechanical impact, but it can also break due to thermal shock. Thermal stress results when one area of the glass pane gets hotter than an adjacent area (this can be caused, for instance, by shadow cast on the glass or air conditioning). If the stress is too great, then the glass will crack;
  • Distortion due to atmospheric pressure changes: During manufacture, insulating glazing units are hermetically sealed at the barometric pressure and ambient temperature conditions in the factory. Once installed, glazing units are subjected to atmospheric pressures and temperatures which vary from one day the next and which differ from the conditions present during the production process. As a result, the width of the space between the glass components is subject to negligible changes that can be observed as a slight distortion of reflected images. The manufacturer cannot be held liable for these intermittent visual phenomena.
  • External surface condensation: In insulating glazing units that deliver a very high level of thermal insulation, condensation may appear on the external surface of the glazing unit during certain times of year. Condensation appears under very specific humidity conditions, forming on all cold surfaces. The presence of condensation is proof that your glazing is providing excellent insulation, since the external glass pane is not warming up due to heat emanating from indoors. This condensation will disappear on its own during the day.
  • Rebate seal leakage damage: The seal in the rebate must be maintained, since it contracts with age. This could allow water to seep into the rebate and seriously damage the frame and glazing. Such damage is not covered by the warranty. The weepholes (condensation outlets) must also be kept clean and unobstructed to ensure optimal ventilation.
  • The labor services needed to replace the defective product.
  • Shipping cost and any duties or costs associated with shipping and importing.
  • Any other additional costs associated with the replacement, not mentioned above.

 

 

  1. Liability

 

SOLTECH cannot be held liable for losses or damages of any kind except direct damages caused by its own wilful misconduct or gross negligence or that of its agents, unless the parties expressly agree otherwise in writing.

 

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

 

SOLTECH enters into an obligation of best efforts in the performance of its work.

 

SOLTECH cannot be held liable for, nor be responsible for any costs related to misstatement of sizes, quantities, dimensions, etc. by the customer.

 

SOLTECH cannot be held liable for any damage if the technical prescriptions, assembly and/or installation instructions and maintenance prescriptions communicated by SOLTECH are not complied with by the customer, if there is a wrong use of the delivered goods by the customer or if the customer has made changes or repairs without the express consent of SOLTECH.

 

The customer shall indemnify SOLTECH for all damage to SOLTECH’s reputation, direct or indirect, which it may suffer as a result of acts or omissions of the customer.

 

In the contractual relationship between SOLTECH and the customer, the application of article 5.90, paragraph 2 of the Belgian civil code is excluded.

 

The customer will safeguard SOLTECH for all possible claims made by third parties to whom damages have been caused in connection to the execution of the agreement, but for which the cause cannot be attributed to SOLTECH in conformity with the above. Should legal proceedings be brought against SOLTECH by third parties, the customer is obliged to assist SOLTECH in any judicial or extrajudicial manner necessary and to immediately perform as may be expected of the customer. If the customer should neglect to take adequate measures, SOLTECH will be allowed to take these measures herself without formal notice thereof. All costs and damages incurred by SOLTECH in this regard, as well as any third parties, will be at the expense and the risk of the customer.

 

 

 

  1. Force Majeure and hardship

 

SOLTECH shall not be liable in case of Force Majeure and all obligations of SOLTECH shall be suspended for the duration of the Force Majeure. Shall be considered as force majeure: war, general or partial strikes, lockout, energy failures, epidemics, road blockades, pandemic, theft, restrictions imposed by the government, logistical problems at third parties, interrupted transport operations, fire, flooding, machinery failures, etc. and in general each circumstance beyond the control of SOLTECH which could lead to SOLTECH being in the absolute impossibility of fulfilling its obligations (in a timely manner) (for example but not only because  its factories or the factories of its suppliers are partially or entirely shut down or the delivery of raw materials from the suppliers or products of SOLTECH are delayed.

 

 

 

  1. Price

 

All prices are in euros (excluding VAT). All prices are exclusive of any other additional 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 customer.

 

SOLTECH reserves the right to correct any typographical errors in relation to the quotation. SOLTECH also reserves the right to check dimensions, models, quantities and activities against the quotation during effective execution of the works and subsequently charge the actual additional work or additional cost. Price quotations are always provided on a non-binding basis. Orders are accepted subject to SOLTECH’s sufficient stock and manufacturing capabilities. SOLTECH.

 

  1. Delivery and risk

 

All products of SOLTECH are delivered ex works. Notwithstanding retention of title, the risk is passed to the customer from the moment the products are dispatched from SOLTECH’s premises, even if a Franco delivery or a partial delivery was agreed.  All costs shall be borne by the customer. As products are, irrespective of the terms of delivery, always transported at the addressee’s risk, it is the customers business to insure the products against loss or deterioration. This transfer of risk clause shall apply subject to any differing INCOTERM® (2020) agreed by the parties, which in such case shall take precedence.

 

In case the customer 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 by way of information only and are therefore 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 or delays in delivery or execution shall never give rise to damages or to cancellation of orders or dissolution of the agreement.

 

If the goods are delivered to the customer, delivery shall be made to the address communicated by the customer. The delivery (and possibly transport) costs shall be charged to the customer. Transport costs are always calculated from SOLTECH premises to the seat of the customer, if not agreed otherwise.

 

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

 

  1. Acceptance, complaints and return of the goods­

 

Reception of the goods shall be at the customers cost. The customer should be present or represented at the moment of delivery in order to inspect the goods upon receipt without delay, and he should verify the visual aspects, quantity and conformity of the delivery. Notwithstanding eventual remarks on the delivery notes, the customer has to report any complaints about visual defects, incorrect quantities, non-conformity or wrongfully delivered products to SOLTECH and the transport company by e-mail and by registered letter with motivation within 48 hours after delivery. Processing of incorporation of the products shall be considered as acceptance, even after a prior complaint.

 

Any complaints of the customer-company regarding hidden defects must reach SOLTECH by registered mail within 5 calendar days after discovery of the hidden defect and in any case within 3 months after delivery. The customer-consumer may, in accordance with Belgian law, invoke his right to warranty for a period of 2 years. The customer-consumer shall notify SOLTECH regarding hidden defects within 2 months from the day he discovered the defect.

 

The customer 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 customers disposal, and at his cost and risk. Costs for transport, stock, handling and eventual return of the products shall be charged to the customer. Complaints do not entitle the customer to retain payment.

 

 

  1. Payment and resolutory clauses

 

All our invoices are payable cash in advance or by bank transfer, 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 customer 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 in case the financial situation of the customer 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.

 

Invoices are payable within thirty (30) calendar days from the date of receipt of the invoice, unless expressly agreed otherwise between the parties.

 

If the invoice is not paid (in full) by a customer-company on the due date, by operation of law and without any notice of default being required, interest will be payable at 10% per month from the due date of the invoice, provided that the applicable interest rate can never be less than the applicable interest rate based on the Belgian Law of 2 August 2002 on late payment in commercial transactions (‘Wet betreffende de bestrijding van betalingsachterstand in handelstransacties’).

The invoice shall also be increased by a fixed compensation for late payment if the customer fails to make payment within one month from the due date of the invoice, equal to 10% of the invoice amount, with a minimum of 250 EUR per invoice.

All this is without prejudice to SOLTECH’s right to demonstrate and seek compensation for higher damages.

If the invoice is not paid (in full) by a customer-consumer on the due date, a first payment  reminder shall be sent to the customer-consumer. If the invoice has not been paid (in full) by the customer-consumer at the latest fourteen (14) calendar days after the third working day following the date of the first payment reminder , (i) an interest will be due equal to the reference interest rate, increased by 8 percentage points as referred to in Article 5, second paragraph of the Belgian Law of 2 August 2002 on late payment in commercial transactions (‘Wet betreffende de bestrijding van betalingsachterstand in handelstransacties’), starting from the expiry of the payment period of fourteen (14) days after the third working day from the date of the first payment reminder and (ii) owe a fixed compensation for late payment  on the outstanding amount equal to:

(a) EUR 20 if the outstanding amount is less than or equal to EUR 150;

(b) EUR 30 + 10% of the amount due on the part of the outstanding amount between EUR 150.01 and EUR 500, if the outstanding amount is more than EUR 150 but less than or equal to EUR 500;

(c) EUR 65 + 5% of the amount due above EUR 500, up to a maximum of EUR 2,000, if the outstanding amount exceeds EUR 500.

 

In case a delivery is delayed on request of the customer-company, the same interest rate will apply as in case of late payment and it will be calculated as from the initial date of delivery.

 

The customer shall in all cases remain jointly and severally liable for the payment of SOLTECH’s invoices, even if SOLTECH has accepted to issue the invoices in the name of third parties. 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 if they have not yet taken place  and/or ii) to immediately discontinue services until all outstanding invoices have been paid, without notice of default. SOLTECH may also refuse new orders.

All protests with respect to the invoice must be addressed to the registered office of SOLTECH by registered mail with motivation within five (5) calendar days after receipt of the invoice.

In case of non-payment of an invoice, all outstanding invoices, even those not yet due, shall become due by operation of law and without notice of default.

 

  1. Termination and cancellation

 

In case of bankruptcy,  liquidation / dissolution of the customer, delay of his Social Security Payments or taxes, applies for judicial or out-of-court settlement, ceases all or part of his business activity or in case of non-payment or suspension of 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. All invoices, including those not yet due at that time, shall become payable immediately. All this without prejudice to SOLTECH’s right to prove and obtain compensation for higher damages. SOLTECH shall also be entitled to reclaim all goods delivered but not yet paid for by customer.

 

The agreement between the parties may be dissolved by SOLTECH at the customer’s expense in the event of a change in the customer’s situation, such as death, deprivation of rights, imprisonment or any other restriction of capacity; notification of a prohibition to execute a director’s mandate within the customer’s company; in case there is a change of control in the customer’s structure; in the event that the customer fails to comply with one or more of his obligations; proceeds to merge or split as well as in the event that his assets are seized in whole or in part. All invoices, including those not yet due at that time, shall become payable immediately. All this is without prejudice to SOLTECH’s right to prove and obtain compensation for higher damages.

 

SOLTECH may consider the agreement automatically 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 customer, unless the breach is cured within 8 days after the customer receives from SOLTECH a notice of intent to terminate. SOLTECH shall also be entitled to reclaim all goods delivered but not yet paid for by customer.

 

In the event of termination or annulation due to any failure of the customer, whether verbally or in writing, 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, without prejudice to SOLTECH’s right to demonstrate and receive compensation for higher damages.

 

Orders that contain products which have been specifically produced and/or purchased for the client, cannot be cancelled. Consequently, in such cases, the client will be due the agreed price in full.

 

In the event of refusal of receipt upon delivery, liquidated damages shall also be payable to SOLTECH equal to 30% of the invoice amount.

 

11

 

SOLTECH reserves full ownership of the sold, delivered or placed goods until the price invoiced has been paid in full (main sum, interests and costs). In case of seizure on the products or other interventions of third parties, the customer is obliged to inform SOLTECH immediately in order to enable SOLTECH to take appropriate measures and to preserve its right.  

The customer is not authorized to alienate, pledge  transfer the ownership of the products or create any other right in rem on the goods sold until full payment. In addition, SOLTECH is entitled to claim restitution of the products in case of (even partial) non payment at cost of the customer. Such claim for restitution does not result automatically in annulation of the agreement.

 

This retention of title clause shall continue to apply in the event of the customer’s bankruptcy and other cases of conjunction. Retention of title remains even if the goods are processed, mixed or replaced. If the goods are alienated, the retention of title extends to the claim based on this alienation.

 

This retention of title clause shall apply subject to any differing INCOTERM® (2020) agreed by the parties, which shall take precedence in such case.

 

  1. Industrial Property Rights

 

Designs, drawings, prototypes, documents, materials, intellectual property rights, ideas, working methods etc. made by SOLTECH, whether or not at the request of the customer, or developed by SOLTECH during and in the course of the performance of the agreement always shall be remain the property of SOLTECH, even if the customer was charged for these services. The customer 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 customer 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 customer  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 customer, 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 customer, unless the parties expressly agree otherwise in writing.

 

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

Furthermore, the customer may not make any changes to the products. The customer 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 customer must contact SOLTECH which alone is entitled to decide on the necessity and on the possible action related to it.

Should the customer 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.

 

The customer expressly acknowledges the right on behalf of SOLTECH to use photographs of the delivered product/service in the customer’s environment as reference.

 

Article 13. Confidentiality

 

The customer agrees to keep all confidential information received from SOLTECH confidential. Unless parties have agreed otherwise, all communicated information shall be deemed to be confidential.

 

Article 14. Data protection

 

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

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

Consequently, the customer 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 customerr 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.

 

  1. 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 (‘CISG’), which are expressly excluded. These sales conditions are exclusively governed by Belgian law.

 

Parties expressively agree to consider the registered office of the company as the place of fulfilment of the present agreement.

 

In the event of a dispute, the parties shall always first attempt to resolve it amicably by consulting with each other. If the dispute cannot be settled in this manner, exclusive court of jurisdiction for any disputes deriving from the interpretation or execution of the present agreement shall be Antwerp, division Hasselt (Belgium).

 

 

[1] IEC 61215 (crystalline silicone photovoltaic modules); EIC61646 (thin film photovoltaic modules).

GENERAL TERMS & CONDITIONS Glassiled

 

  1. Scope

 

These general terms and conditions govern the contractual relationship between SOLTECH NV, with its registered office at Belgium, 3600 Genk, Thor Park 8080 bus 1, VAT-n° 0768.654.526 (hereafter referred to as “SOLTECH”), and the customer. In these general terms and conditions, “customer” means (i) a company as defined in Art I.1.1) WER and/or (ii) a consumer as defined in Art I.1.2) WER to whom SOLTECH sends an offer, who places an order with SOLTECH or with whom SOLTECH intends to conclude or has concluded an agreement, or to whom SOLTECH provides services, unless it is expressly stated below that the provision applies only to the company (‘customer-company’) or only to the consumer (‘customer-consumer’).

 

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

 The customer’s (purchase) terms and conditions shall only apply if they are expressly confirmed in special terms and conditions by both parties in writing prior to the execution of the order or agreement. The application of the following general terms and conditions is for SOLTECH an essential condition for the conclusion of the agreement. Prior to the conclusion of the agreement or the placing of an order, the customer declares to have received these general terms and conditions and to have taken note of its content. SOLTECH requests the customer to accept them prior to the conclusion of the agreement by means of signature of the offer, confirmation by e-mail or by any other expressly written means. In accordance with Belgian law, for the customer-company acceptance of the invoice also implies acceptance of these general terms and conditions.

 

If one or more provisions of these general terms and conditions are wholly or partially excessive, null and void or voided, this shall not entail the nullity of the remaining general terms and conditions. The parties undertake to replace the excessive, null and/or 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.

 

SOLTECH and the customer may, in addition to these general terms and conditions, make further special agreements governing the relationship between the parties. These shall only be valid and may prevail over these general terms and conditions if they have been expressly concluded in writing.

 

SOLTECH reserves the right to amend or modify its general terms and conditions at any time. These general terms and conditions will only apply once the customer has effectively taken notice of them and has expressly agreed to them.

 

The customer may only transfer his agreement(s) with SOLTECH or any rights or obligations derived therefrom to third parties if SOLTECH has given its prior written consent.

 

  1. Orders

 

Orders shall only be binding and valid  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 customer. Agents of SOLTECH are not to be considered as authorized representatives. Orders may not be transferred by the customer 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.                 

After acceptance of the offer by the Parties, the customer 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.

 

If the customer has specific requirements regarding production, packaging, transportation, etc. for the purchased goods, this must be communicated prior to placing an order or explicitly provided for in the agreement, so that SOLTECH can take these costs into account in its pricing. If this is not the case, SOLTECH reserves the right to invoice these additional costs in full to the customer.

 

  1. Warranties

 

3.1 General warranties

 

SOLTECH warrants the products against visible defects, such as product defaults or or defaults in raw materials for 1 year from the delivery date. Complaints regarding hidden defects, such as defaults in raw materials, must be reported within the timeframe mentioned in article 8 of these general terms and conditions. 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.

 

The warranty of SOLTECH covers visible and hidden defects, subject to the limitations set forth in these general terms and conditions, 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.
  • 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.
  • The labor services needed to replace the defective product are not included in the warranty and must be paid separately by the customer.

 

The warranty of SOLTECH will not cover the following damage and/or destruction of sold products:

  • caused by negligence, wrong maintenance or use other than in accordance with the instructions provided by SOLTECH;
  • as a result of normal product wear and tear and/or changes in colour;
  • as a result of natural disaster of acts of God, normal wear and tear, or as a result of mishandling;
  • caused by installation or use other than in accordance with the instructions provided by SOLTECH;
  • caused by return of the products in an inappropriate packing;
  • by repairs, modifications, installations of start-ups by a party not authorized by SOLTECH.
  • SOLTECH’s liability for any indirect damages arising from the performance of the contract, such as loss of profits, reputational, material or immaterial losses

 

 

3.2 IGU warranty

 

SOLTECH guarantees that, for a period of 10 years from the date of manufacture of the initial supply, there will be no deterioration of vision due to condensation forming or dust settling on the inner surfaces of the insulating glazing unit. Replacement glazing units are covered until the expiry of the warranty on the initial glazing unit.

 

This warranty is void if:

  • The insulating glazing units were not transported, stored, installed and/or maintained in accordance with our requirements, the requirements set out in NBN S 23-002/A1/AC, NBN S 23-002 and NBN S 23-002-03 or the rules applicable in Belgium.
  • The installed insulating glazing was not transported, stored,
  • Installed and maintained in accordance with the requirements of TV 221 and those of brochure “Installation instructions”;
  • The glazing units supplied were damaged or modified, either intentionally or unintentionally, by any subsequent interior or exterior processing (notching, cutting, edge treatment, film application);
  • Water (from condensation or infiltration) has been allowed to stagnate in the rebate;
  • The glazing units were subjected to abnormal stresses caused by building movements, poor window frame operation, etc.;

 

This warranty excludes:

  • Accidental breakage of or cracks in the glazing unit due to abuse or improper installation;
  • Interference fringes: a naturally occurring phenomenon whereby iridescent stains, stripes and patterns are visible when the glass is viewed from certain angles. The various surfaces of an insulating glazing unit split daylight into the colours of the rainbow. This relatively rare phenomenon has nothing to do with a defect in the glass or oil/grease on the surface of the glass. Pressing on the glass will cause the pattern to move, which would not happen if the glass were actually stained;
  • Thermal breakage: Glass can break due to mechanical impact, but it can also break due to thermal shock. Thermal stress results when one area of the glass pane gets hotter than an adjacent area (this can be caused, for instance, by shadow cast on the glass or air conditioning). If the stress is too great, then the glass will crack;
  • Distortion due to atmospheric pressure changes: During manufacture, insulating glazing units are hermetically sealed at the barometric pressure and ambient temperature conditions in the factory. Once installed, glazing units are subjected to atmospheric pressures and temperatures which vary from one day the next and which differ from the conditions present during the production process. As a result, the width of the space between the glass components is subject to negligible changes that can be observed as a slight distortion of reflected images. The manufacturer cannot be held liable for these intermittent visual phenomena.
  • External surface condensation: In insulating glazing units that deliver a very high level of thermal insulation, condensation may appear on the external surface of the glazing unit during certain times of year. Condensation appears under very specific humidity conditions, forming on all cold surfaces. The presence of condensation is proof that your glazing is providing excellent insulation, since the external glass pane is not warming up due to heat emanating from indoors. This condensation will disappear on its own during the day.
  • Rebate seal leakage damage: The seal in the rebate must be maintained, since it contracts with age. This could allow water to seep into the rebate and seriously damage the frame and glazing. Such damage is not covered by the warranty. The weepholes (condensation outlets) must also be kept clean and unobstructed to ensure optimal ventilation.
  • The labor services needed to replace the defective product.
  • Shipping cost and any duties or costs associated with shipping and importing.
  • Any other additional costs associated with the replacement, not mentioned above.

 

3.3 Electronics warranty

 

SOLTECH warrants the electronics for 3 years from the delivery date, including all electronic components inside the glass and all control units (PDS). SOLTECH warrants that no more than 3% of LED’s on a single panel will be defective during the warranty period. Any failure rate below 3% of LED’s on a single panel will not be considered as a malfunction and will not be considered for warranty.

 

This warranty excludes:

  • Any failure due to moisture intrusion in non-waterproof components, including but not limited to PDS, power supplies and connectors.
  • Usage outside of the specified ambient conditions.
  • Any failure due to software or configuration changes made by a party not authorized by SOLTECH
  • The labor services needed to replace the defective product.
  • Shipping cost and any duties or costs associated with shipping and importing.
  • Any other additional costs associated with the replacement, not mentioned above.

 

 

  1. Liability

 

SOLTECH cannot be held liable for losses or damages of any kind except direct damages caused by its own wilful misconduct or gross negligence or that of its agents, unless the parties expressly agree otherwise in writing.

 

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

 

SOLTECH enters into an obligation of best efforts in the performance of its work.

 

SOLTECH cannot be held liable for, nor be responsible for any costs related to misstatement of sizes, quantities, dimensions, etc. by the customer.

 

SOLTECH cannot be held liable for any damage if the technical prescriptions, assembly and/or installation instructions and maintenance prescriptions communicated by SOLTECH are not complied with by the customer, if there is a wrong use of the delivered goods by the customer or if the customer has made changes or repairs without the express consent of SOLTECH.

 

The customer shall indemnify SOLTECH for all damage to SOLTECH’s reputation, direct or indirect, which it may suffer as a result of acts or omissions of the customer.

 

In the contractual relationship between SOLTECH and the customer, the application of article 5.90, paragraph 2 of the Belgian civil code is excluded.

 

The customer will safeguard SOLTECH for all possible claims made by third parties to whom damages have been caused in connection to the execution of the agreement, but for which the cause cannot be attributed to SOLTECH in conformity with the above. Should legal proceedings be brought against SOLTECH by third parties, the customer is obliged to assist SOLTECH in any judicial or extrajudicial manner necessary and to immediately perform as may be expected of the customer. If the customer should neglect to take adequate measures, SOLTECH will be allowed to take these measures herself without formal notice thereof. All costs and damages incurred by SOLTECH in this regard, as well as any third parties, will be at the expense and the risk of the customer.

 

 

 

  1. Force Majeure and hardship

 

SOLTECH shall not be liable in case of Force Majeure and all obligations of SOLTECH shall be suspended for the duration of the Force Majeure. Shall be considered as force majeure: war, general or partial strikes, lockout, energy failures, epidemics, road blockades, pandemic, theft, restrictions imposed by the government, logistical problems at third parties, interrupted transport operations, fire, flooding, machinery failures, etc. and in general each circumstance beyond the control of SOLTECH which could lead to SOLTECH being in the absolute impossibility of fulfilling its obligations (in a timely manner) (for example but not only because  its factories or the factories of its suppliers are partially or entirely shut down or the delivery of raw materials from the suppliers or products of SOLTECH are delayed.

 

 

 

  1. Price

 

All prices are in euros (excluding VAT). All prices are exclusive of any other additional 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 customer.

 

SOLTECH reserves the right to correct any typographical errors in relation to the quotation. SOLTECH also reserves the right to check dimensions, models, quantities and activities against the quotation during effective execution of the works and subsequently charge the actual additional work or additional cost. Price quotations are always provided on a non-binding basis. Orders are accepted subject to SOLTECH’s sufficient stock and manufacturing capabilities. SOLTECH.

 

  1. Delivery and risk

 

All products of SOLTECH are delivered ex works. Notwithstanding retention of title, the risk is passed to the customer from the moment the products are dispatched from SOLTECH’s premises, even if a Franco delivery or a partial delivery was agreed.  All costs shall be borne by the customer. As products are, irrespective of the terms of delivery, always transported at the addressee’s risk, it is the customers business to insure the products against loss or deterioration. This transfer of risk clause shall apply subject to any differing INCOTERM® (2020) agreed by the parties, which in such case shall take precedence.

 

In case the customer 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 by way of information only and are therefore 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 or delays in delivery or execution shall never give rise to damages or to cancellation of orders or dissolution of the agreement.

 

If the goods are delivered to the customer, delivery shall be made to the address communicated by the customer. The delivery (and possibly transport) costs shall be charged to the customer. Transport costs are always calculated from SOLTECH premises to the seat of the customer, if not agreed otherwise.

 

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

 

  1. Acceptance, complaints and return of the goods­

 

Reception of the goods shall be at the customers cost. The customer should be present or represented at the moment of delivery in order to inspect the goods upon receipt without delay, and he should verify the visual aspects, quantity and conformity of the delivery. Notwithstanding eventual remarks on the delivery notes, the customer has to report any complaints about visual defects, incorrect quantities, non-conformity or wrongfully delivered products to SOLTECH and the transport company by e-mail and by registered letter with motivation within 48 hours after delivery. Processing of incorporation of the products shall be considered as acceptance, even after a prior complaint.

 

Any complaints of the customer-company regarding hidden defects must reach SOLTECH by registered mail within 5 calendar days after discovery of the hidden defect and in any case within 3 months after delivery. The customer-consumer may, in accordance with Belgian law, invoke his right to warranty for a period of 2 years. The customer-consumer shall notify SOLTECH regarding hidden defects within 2 months from the day he discovered the defect.

 

The customer 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 customers disposal, and at his cost and risk. Costs for transport, stock, handling and eventual return of the products shall be charged to the customer. Complaints do not entitle the customer to retain payment.

 

 

  1. Payment and resolutory clauses

 

All our invoices are payable cash in advance or by bank transfer, 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 customer 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 in case the financial situation of the customer 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.

 

Invoices are payable within thirty (30) calendar days from the date of receipt of the invoice, unless expressly agreed otherwise between the parties.

 

If the invoice is not paid (in full) by a customer-company on the due date, by operation of law and without any notice of default being required, interest will be payable at 10% per month from the due date of the invoice, provided that the applicable interest rate can never be less than the applicable interest rate based on the Belgian Law of 2 August 2002 on late payment in commercial transactions (‘Wet betreffende de bestrijding van betalingsachterstand in handelstransacties’).

The invoice shall also be increased by a fixed compensation for late payment if the customer fails to make payment within one month from the due date of the invoice, equal to 10% of the invoice amount, with a minimum of 250 EUR per invoice.

All this is without prejudice to SOLTECH’s right to demonstrate and seek compensation for higher damages.

If the invoice is not paid (in full) by a customer-consumer on the due date, a first payment  reminder shall be sent to the customer-consumer. If the invoice has not been paid (in full) by the customer-consumer at the latest fourteen (14) calendar days after the third working day following the date of the first payment reminder , (i) an interest will be due equal to the reference interest rate, increased by 8 percentage points as referred to in Article 5, second paragraph of the Belgian Law of 2 August 2002 on late payment in commercial transactions (‘Wet betreffende de bestrijding van betalingsachterstand in handelstransacties’), starting from the expiry of the payment period of fourteen (14) days after the third working day from the date of the first payment reminder and (ii) owe a fixed compensation for late payment  on the outstanding amount equal to:

(a) EUR 20 if the outstanding amount is less than or equal to EUR 150;

(b) EUR 30 + 10% of the amount due on the part of the outstanding amount between EUR 150.01 and EUR 500, if the outstanding amount is more than EUR 150 but less than or equal to EUR 500;

(c) EUR 65 + 5% of the amount due above EUR 500, up to a maximum of EUR 2,000, if the outstanding amount exceeds EUR 500.

 

In case a delivery is delayed on request of the customer-company, the same interest rate will apply as in case of late payment and it will be calculated as from the initial date of delivery.

 

The customer shall in all cases remain jointly and severally liable for the payment of SOLTECH’s invoices, even if SOLTECH has accepted to issue the invoices in the name of third parties. 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 if they have not yet taken place  and/or ii) to immediately discontinue services until all outstanding invoices have been paid, without notice of default. SOLTECH may also refuse new orders.

All protests with respect to the invoice must be addressed to the registered office of SOLTECH by registered mail with motivation within five (5) calendar days after receipt of the invoice.

In case of non-payment of an invoice, all outstanding invoices, even those not yet due, shall become due by operation of law and without notice of default.

 

  1. Termination and cancellation

 

In case of bankruptcy,  liquidation / dissolution of the customer, delay of his Social Security Payments or taxes, applies for judicial or out-of-court settlement, ceases all or part of his business activity or in case of non-payment or suspension of 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. All invoices, including those not yet due at that time, shall become payable immediately. All this without prejudice to SOLTECH’s right to prove and obtain compensation for higher damages. SOLTECH shall also be entitled to reclaim all goods delivered but not yet paid for by customer.

 

The agreement between the parties may be dissolved by SOLTECH at the customer’s expense in the event of a change in the customer’s situation, such as death, deprivation of rights, imprisonment or any other restriction of capacity; notification of a prohibition to execute a director’s mandate within the customer’s company; in case there is a change of control in the customer’s structure; in the event that the customer fails to comply with one or more of his obligations; proceeds to merge or split as well as in the event that his assets are seized in whole or in part. All invoices, including those not yet due at that time, shall become payable immediately. All this is without prejudice to SOLTECH’s right to prove and obtain compensation for higher damages.

 

SOLTECH may consider the agreement automatically 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 customer, unless the breach is cured within 8 days after the customer receives from SOLTECH a notice of intent to terminate. SOLTECH shall also be entitled to reclaim all goods delivered but not yet paid for by customer.

 

In the event of termination or annulation due to any failure of the customer, whether verbally or in writing, 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, without prejudice to SOLTECH’s right to demonstrate and receive compensation for higher damages.

 

Orders that contain products which have been specifically produced and/or purchased for the client, cannot be cancelled. Consequently, in such cases, the client will be due the agreed price in full.

 

In the event of refusal of receipt upon delivery, liquidated damages shall also be payable to SOLTECH equal to 30% of the invoice amount.

 

11

 

SOLTECH reserves full ownership of the sold, delivered or placed goods until the price invoiced has been paid in full (main sum, interests and costs). In case of seizure on the products or other interventions of third parties, the customer is obliged to inform SOLTECH immediately in order to enable SOLTECH to take appropriate measures and to preserve its right.  

The customer is not authorized to alienate, pledge  transfer the ownership of the products or create any other right in rem on the goods sold until full payment. In addition, SOLTECH is entitled to claim restitution of the products in case of (even partial) non payment at cost of the customer. Such claim for restitution does not result automatically in annulation of the agreement.

 

This retention of title clause shall continue to apply in the event of the customer’s bankruptcy and other cases of conjunction. Retention of title remains even if the goods are processed, mixed or replaced. If the goods are alienated, the retention of title extends to the claim based on this alienation.

 

This retention of title clause shall apply subject to any differing INCOTERM® (2020) agreed by the parties, which shall take precedence in such case.

 

  1. Industrial Property Rights

 

Designs, drawings, prototypes, documents, materials, intellectual property rights, ideas, working methods etc. made by SOLTECH, whether or not at the request of the customer, or developed by SOLTECH during and in the course of the performance of the agreement always shall be remain the property of SOLTECH, even if the customer was charged for these services. The customer 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 customer 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 customer  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 customer, 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 customer, unless the parties expressly agree otherwise in writing.

 

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

Furthermore, the customer may not make any changes to the products. The customer 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 customer must contact SOLTECH which alone is entitled to decide on the necessity and on the possible action related to it.

Should the customer 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.

 

The customer expressly acknowledges the right on behalf of SOLTECH to use photographs of the delivered product/service in the customer’s environment as reference.

 

Article 13. Confidentiality

 

The customer agrees to keep all confidential information received from SOLTECH confidential. Unless parties have agreed otherwise, all communicated information shall be deemed to be confidential.

 

Article 14. Data protection

 

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

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

Consequently, the customer 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 customerr 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.

 

  1. 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 (‘CISG’), which are expressly excluded. These sales conditions are exclusively governed by Belgian law.

 

Parties expressively agree to consider the registered office of the company as the place of fulfilment of the present agreement.

 

In the event of a dispute, the parties shall always first attempt to resolve it amicably by consulting with each other. If the dispute cannot be settled in this manner, exclusive court of jurisdiction for any disputes deriving from the interpretation or execution of the present agreement shall be Antwerp, division Hasselt (Belgium).