General conditions of sale Solarclarity.

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General Conditions of Sale.

The following terms and conditions are a translation of the Dutch version of these terms and conditions. In the event of a discrepancy between the translation below and the Dutch version, the Dutch version of these terms and conditions shall prevail and be binding.

Version: Dec-2022

 

  1. DEFINITIONS
  • General Conditions of Sale:
    these general conditions;
  • Days:
    working days, unless indicated otherwise;
  • Supplier:                                   
    the company that has produced and/or supplies the Products;
  • Customer:
    a legal person registered with the Chamber of Commerce, or a foreign equivalent thereof, that places an Order with Solarclarity.
  • Offer:                                         
    the offer provided by Solarclarity to the Customer, in any way whatsoever, for the supply of Products;
  • Order:
    an order for Products, placed by the Customer with Solarclarity;
  • Order confirmation:
    a confirmation, sent by Solarclarity, of the Customer's Order;
  • Products:
    the goods supplied by Solarclarity, including but not limited to solar panels, inverters, batteries, mounting materials, connectors, cables, kWh counters, monitoring hardware and software, (mounting) instructions and designs;
  • Solarclarity:                               
    the private company with limited liability Solarclarity B.V., with its registered office in Weesp in the Netherlands and listed in the Trade Register of the Chamber of Commerce under number 32123093;
  • Agreement
    The commitment undertaken by Solarclarity in respect of its Customer;
  • Webshop
    The website of Solarclarity on which Solarclarity offers its Products and the Customer can buy the Products.
  1. APPLICABILITY OF THESE CONDITIONS
    1. These General Conditions of Sale apply to all Order Confirmations and Agreements that we enter into with our Customer, in which Solarclarity acts as the seller of Products.
    2. General conditions, under whatever name, of the Customer or of third parties do not apply and are expressly rejected by Solarclarity.
    3. Derogations from these General Conditions of Sale are only binding if confirmed by Solarclarity in writing. The Customer cannot derive any rights from any agreed derogations from the General Conditions of Sale for future agreements.
    4. Solarclarity is entitled to adjust or supplement these General Conditions of Sale. Any amendments apply to all agreements concluded after the date of change.
    5. If there are any contradictions between these General Conditions of Sale and the arrangements in the Agreement or the Order Confirmation, the arrangements agreed by us with our Customer in the Agreement or Order Confirmation will apply
  1. OFFER
    1. An Offer made by Solarclarity is without obligation, unless explicitly stated otherwise.
    2. An Offer made through the Webshop applies at the price applicable at the time.
    3. An Offer other than through the Webshop has a period of validity of five Days, unless another period has been specified in the Offer. Solarclarity will always be entitled to limit this period or withdraw the Offer
  1. CONCLUSION/AMENDMENT OF THE AGREEMENT
    1. An Agreement is formed by the placing of an Order by the Customer through the Webshop or any other sales channel of Solarclarity and the written confirmation of this Order by Solarclarity.
    2. If the Order is subject to changes (including the change of delivery address, the delivery date or the addition of extra items to the Order), the conditions on which this is possible will be visible in the Webshop of Solarclarity. Amendments to an Agreement are only possible after a written confirmation from Solarclarity.
    3. Cancellation or partial cancellation by the Customer of an Order is not possible
  2. PRICE
    1. The prices stated in an Offer and in an Agreement are expressed in euros and are exclusive of VAT and other levies, unless indicated otherwise.
    2. The prices of the Products are ex warehouse, unless agreed otherwise.
    3. Solarclarity is entitled to update its prices at any time to prices that are in line with market conditions.
    4. Solarclarity is entitled to increase its prices if this price change is a result of a price increase by Suppliers or any other circumstance that was not foreseen by Solarclarity at the time of the original Offer or Order. This price change may be implemented for all prices, even if these have already been laid down in the Order Confirmation.
    5. The prices and the price list of Solarclarity are subject to programming errors, calculation errors and/or typing errors.  If Solarclarity sends an (automatic) Order Confirmation for an Order with an obviously incorrect price, Solarclarity will be entitled to rectify this error. In such case, the Customer will be entitled to cancel the Order for the items concerned. In the event of cancellation of the Order, the Customer is not entitled to compensation
  1. PAYMENT
    1. The Customer receives the invoice not earlier than 3 Days before delivery, at the time Solarclarity has processed the delivery of the Customer and the packing slip has been completed.
    2. Payment of the invoice shall take place within the payment term stated in this invoice, to the account number specified in the invoice and quoting the invoice number. If the Customer fails to quote an invoice number, Solarclarity will be entitled to set off the payment against the invoice that has been outstanding for the longest time.
    3. Solarclarity is entitled to pledge the invoice to a third party.
    4. Any challenge of the invoice shall be reported by the Customer to Solarclarity in writing within 14 calendar days of the invoice date.
    5. If there are any overdue invoices by no later than 3 Days before the scheduled delivery date and/or if there is a credit overrun by the Customer, Solarclarity will be entitled to suspend delivery of the Order or cancel the Order in its entirety, without the Customer being entitled to compensation. In that case, Solarclarity reserves the right to charge restocking costs in the amount of at least 10% of the order value.
    6. Orders based on advance payment shall be paid immediately, but no later than 5 Days before the scheduled delivery date. An Order will be regarded as paid at the time the amount has been credited to Solarclarity's account. If payment is not forthcoming, Solarclarity will be entitled to suspend delivery of goods or cancel the Order, without the Customer being entitled to compensation. In that case, Solarclarity will be entitled to charge restocking costs in the amount of at least 10% of the order value.
    7. Solarclarity is entitled to set off invoices by and to the Customer against each other.
    8. The Customer is not entitled to setoff and/or suspension of any payment obligation in respect of Solarclarity. The Customer is not entitled to deduct any payment discount.
    9. The Customer will be in default after expiry of the due date. From that time, the Customer will owe the statutory commercial interest over the amount due, in accordance with Book 6, article 119a of the Dutch Civil Code, as well as the extrajudicial collection costs of 15% over the principal sum due, with a minimum of EUR 75. Solarclarity is entitled to suspend delivery of the Products if the Customer fails to fulfil its payment obligations
  1. DELIVERY
    1. In some cases, Solarclarity is dependent on delivery by Suppliers. This is why delivery periods are always for information purposes and are subject to change by Solarclarity. Solarclarity will make efforts to comply with the delivery periods specified, but the Customer cannot derive any rights from the delivery periods stated.
    2. The option to amend the delivery date and/or delivery addresss of an Order once only is visible in the Webshop.
    3. If the Customer is not present at the agreed time of delivery to take receipt of the Products and sign for receipt, Solarclarity's carrier will unload and deliver the Products at the risk of the Customer. Solarclarity is not liable for any damage resulting from destruction and/or theft of the Products.
    4. Solarclarity supplies the Products as agreed with the Customer. In view of the technological developments with regard to the Products, Solarclarity will always be entitled, though, to supply other technically equivalent or newer versions of the Products, if due to practical or commercial reasons Solarclarity cannot be expected to do otherwise. Deviations in the delivered Products or in the specifications of the delivered Products from what was recorded in the Offer, the Order or the Agreement do not give the Customer any right to terminate the Agreement, unless the deviations are such that these Products cannot reasonably be regarded as technically equivalent products.
    5. Solarclarity is entitled make part deliveries of the ordered Products as well. If this is done at the initiative of Solarclarity, any additional handling costs or transport costs will be borne by Solarclarity.
    6. Collection of Orders is only possible if Solarclarity is unable to deliver the goods to the Customer or if this has been indicated in the Webshop. If collection is possible, the conditions for collecting an Order are also described in the Webshop. A collection order will always be confirmed by Solarclarity in writing. The Products shall be collected by the Customer within 3 Days after the agreed collection date. If the Customer fails to collect the Products within this period, Solarclarity will charge restocking costs in the amount of at least 10% of the order value. If the goods have not been collected within a period of 3 Days, Solarclarity will be entitled to sell the Products in question to a third party, without the Customer being entitled to any form of compensation or refund.
    7. The Customer undertakes to check the Products on delivery and report damage to Solarclarity as soon as possible, but no later than within 5 Days.
    8. Solarclarity and/or a carrier engaged by Solarclarity is responsible for delivery of the Products up to the public road around the premises and/or house where the Products have to be delivered. Delivery on own land is at the risk of the Customer.
  1. RISK
    1. The risk with regard to the Products to be delivered by Solarclarity transfers to the Customer at the time the Products have been delivered at the address stated by the Customer and/or the Products have been collected by the Customer by appointment.
    2. Solarclarity is not obliged to compensate the Customer for damage related to the delay.
  1. RETURNS
    1. The conditions for returning Products can be found in our Webshop
  1. RETENTION OF TITLE
    1. The Products will remain the property of Solarclarity until the Customer has fulfilled all of its payment obligations under the Agreement. The Customer is obliged to manage the Products with due care and diligence. If the Customer fails to fulfil any payment obligations in respect of Solarclarity, Solarclarity will be entitled to take back the Products delivered. Where necessary, the Customer grants permission to Solarclarity to remove the Products first before taking them back, and the Customer will give Solarclarity every opportunity to do so. Removal of the Products is at the expense of the Customer. In the case of removal, Solarclarity will not be obliged to restore the old situation and/or reverse the structural facilities implemented. Even if such removal takes place at third parties (the end user).
  1. FORCE MAJEURE
    1. Solarclarity will be entitled to rely on force majeure if performance of the Agreement is fully or partially prevented or impeded, temporarily or otherwise, by circumstances that reasonably should not be at the risk of Solarclarity. Examples of force majeure are: delayed provision by Suppliers to Solarclarity, accidents, transport disruptions, delay because of traffic situations, government measures, strikes and business interruptions.
    2. In the case of force majeure on the part of Solarclarity, its delivery obligations and other obligations will be suspended. In that case, Solarclarity will be entitled to terminate the Agreement without being liable to pay compensation.
  1. PRODUCT WARRANTIES
    1. Solarclarity does not provide any (product) warranties. Warranties are exclusively provided by the manufacturer of the Products in question. An exception to this rule is the warranty that is provided for solar panels of the DENIM SOLAR brand.
    2. If a manufacturer goes bankrupt, Solarclarity will not be responsible for the fulfilment of any (warranty) obligation that the Customer may expect from the manufacturer under the warranty provided.
    3. If available, the procedures and conditions regarding manufacturer's warranties will be published in the Webshop of Solarclarity.
    4. Warranty claims do not suspend the Customer's payment obligations in respect of Solarclarity.
    5. As a service, Solarclarity may support the Customer in reporting a warranty claim to the manufacturer. Solarclarity can only provide such support if the mounting instructions of the manufacturer have strictly been followed by the Customer. In addition, the Customer shall report defects within 5 Days after discovery, in writing and in accordance with the applicable warranty procedure.
    6. Colour differences of the Products, network errors, network problems and connection problems arising from the internet installation of the Customer, damage to (parts of) the Products caused by fire, explosion, flood, direct and indirect lighting strike, earthquakes and/or volcanic eruption, nuclear reactions, war, threat of war, riot, animals, hail, wind spouts, cyclones, sand storms, short-circuiting, abuse, improper use, maintainenance that is not carried out with due expertise and/or on a regular basis, contact with chemical gases or liquids, vandalism, theft, wilful damage and/or amendents made to the Products are excluded from manufacturer's warranty at all times.
    7. In the event of a claim under warranty, the original invoice shall be sumitted.
    8. Repair or replacement or (parts of) the Products will never result in an extension of the manufacturer's warranty period. The original manufacturer's warranty period will continue to apply.
  1. LIABILITY AND INDEMNIFICATION
    1. The warranty as described in Article 12 of these General Conditions of Sale applies for defects in Products supplied.
    2. Solarclarity will never be liable for damage arisen as a result of attributable shortcomings, wrongful acts (whether or not in the performance of the work), or be liable on any other legal ground. The liability of Solarclarity for direct and/or indirect damage of the Customer or third parties, including consequential damage, loss due to delay or lost profit, is always excluded except for intent or gross negligence on the part of Solarclarity.
    3. Solarclarity will never be liable for damage caused by Products delivered by third parties to Solarclarity and delivered by Solarclarity to the Customer.
    4. Solarclarity will never be liable for all direct and/or indirect damage (including lost profit) resulting from the prohibiton on using or reselling the Products outside the Netherlands because the Products do not meet a specific norm or standard applicable in the relevant country. The Customer warrants that prior to the purchase, it has researched whether the Products may be used and/or resold in the country to which they are transported. The consequences of any failure to perform such prior research will therefore fully be at the risk of the Customer.
    5. The Customer indemnifies Solarclarity against claims by third parties that are related to the sale, delivery or installation by the Customer of the Products
    6. In all cases in which Solarclarity is obliged to pay compensation, this will never be more than the amount of the invoice for the delivered Products due to or related to which the damage was caused, or if the damage is covered by an insurance of Solarclarity, the amount that is actually paid out by the insurer in the matter. This is at the discretion of Solarclarity.
    7. Damage that could be eligible for compensation shall be reported to Solarclarity in writing as soon as possible, but no later than within 5 Days after it arose. A late report will result in the lapse of all liability on the part of Solarclarity, even if this harms the Customer's interests.
  1. INTELLECTUAL PROPERTY
    1. All intellectual property rights to delivered Products (including the Agreement, Offer, designs, manuals, documentation, reports, information displayed, communications or other statements with regard to the Products and/or Services) are vested in Solarclarity, insofar as these rights do not (also) accrue to the Supplier.
    2. The Customer is not permitted to copy and/or modify Products, unless agreed otherwise in writing.
  1. TERMINATION AND DISSOLUTION
    1. Solarclarity is entitled to (extrajudicially) dissolve the Agreement in whole or in part by means of a written statement, without any further notice of default being required and without prejudice to any rights that accrue to it under the law or contract, if:
      1. the Customer fails to fulfil one of its obligations in respect of Solarclarity, or fails to do so in good time or in a proper manner;
      2. Solarclarity has a reasonable suspicion of liquidity problems at the Customer;
      3. the Customer has applied for or has been granted a (provisional) suspension of payments;
      4. the Customer is declared bankrupt;
        or
      5. all or part of the assets of the Customer are seized.
    2. If the Agreement ends pursuant to Article 15.1 before the agreed Products have been delivered, Solarclarity will be entitled to the full price agreed for those Products.
  1. APPLICABLE LAW / DISPUTES
    1. Dutch law exclusively applies to all Agreements concluded between Solarclarity and the Customer and all legal relationships arising therefrom.
    2. All disputes between the Customer and Solarclarity will exclusively be resolved by the competent court of the District Court of Amsterdam (the Netherlands), unless Solarclarity opts for a competent court in another district.