Solartechno Europe B.V.
Terms and Conditions

 

 

Article 1 | General 

 

1.The present terms and conditions shall apply to each and every offer, tender and agreement between  Solartechno Europe B.V:, hereinafter referred to as ” Seller”, and an Other Party to which the Seller has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the present terms and conditions in writing.

2.The present terms and conditions shall also apply to agreements with Seller, the execution of which calls for the services of third parties.

3.These terms and conditions also apply to the employees of the Seller and its management.

4.The application of any  (purchase) conditions employed by the other party is hereby explicitly rejected.

  1. Should one or more stipulations of these terms and conditions be or become null and void, the remaining stipulations of these general terms and conditions shall remain in full force and effect. Seller and the other party will then consult each other to agree upon new stipulations in substitution for the void or voided stipulations. In doing so, the purpose and meaning of the void or voided stipulation will be taken into account as far as possible.

6.In case of differences in interpretation of one or more stipulations of these general terms and conditions, it shall be interpreted in the spirit of these stipulations.

7.In case of situations which are not covered by these general terms and conditions, they shall be interpreted in the spirit of these general terms and conditions.

  1. If Seller fails to insist on strict compliance with these general terms and conditions, it does not mean that the stipulations thereof are not applicable, or that Seller waives its right to enforce them in other cases.

 

 

 

 

Article 2 | Offers and Tenders

 

1.All offers and tenders of the Seller are subject to a term of 30 days unless it is stated otherwise. An offer or tender shall expire also if in the meantime the product which the offer or tender relates to is no longer available.

  1. Seller cannot be bound to his offers and tenders if the other Party should have understood in accordance with the requirements of reasonableness and fairness the offer or tender, or part thereof, obviously contains a mistake or an error in writing.

3.The prices given in an offer or tender shall exclude VAT and other levies imposed by the government unless indicated otherwise.

4.If the acceptance deviates (or secondary items) from the offer or tender given, the Seller shall not be bound by it. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless the Seller indicates otherwise.

5.A compound quotation shall not oblige the Seller to perform part of the assignment contained in the offer or tender against a corresponding part of the given quotation. Offers and tenders shall not apply automatically to future orders.

 

Article 3 | Duration of the agreement; delivery periods, executions and changes to the agreement: price increase

 

1.The other party shall be held to take delivery of the goods the moment said goods are at its disposal or handed over to it.

2.If the other party refuses to take delivery of the goods or fails to give the information or instructions necessary to their delivery, Seller is entitled to store the goods destined for delivery at the other party’s expense and risk. In that case the other party will be responsible for all additional costs, including and in any case storage and transport costs.

3.A given or agreed term is only an indicative one. If a term is exceeded, the other party must give Seller notice of default in writing. Consequently Seller shall be given a reasonable term to still execute the agreement. In case of exceeded term of delivery, Seller shall not be liable towards the other party or third parties.

4.Seller may at any time engage third parties to perform certain activities.

5.Seller has the right to execute the agreement in stages and invoice the executed parts separately.

6.If in the framework of the execution of the agreement, Seller requires data to be provided by the other party, the term of delivery shall commence after the other party has provided Seller with said data correctly and in full.

7.If it is shown during the execution of the agreement that the work to be done needs to be changed and/or supplemented in order to ensure its proper execution, parties shall adapt the agreement accordingly in due time and in mutual consultations.

8.If the nature, scope or contents of the agreement, whether at the request or at the instructions of the other party or not, is changed and the agreement undergoes changes with respect to quality and/or quantity, this may influence what was originally agreed upon. As a result thereof, the amount originally agreed upon may be increased or lowered. Seller shall, if possible in advance, make a quotation hereof. If parties agree that he agreement needs to be changed, this decision may influence the time of completion of the execution. The other party agrees to the possibility of modification of the agreement, including the change in price and duration of the execution.

9.Not or not immediately executing the changed agreement does not mean that Seller is in default. Neither shall it be considered a reason for the other party to terminate the agreement.

10.Without being in default, Seller may refuse a request to change the agreement in case this influences the work to be carried out or the goods to be delivered quantitatively or qualitatively.

11.If the other party is in default with respect to its obligations towards Seller, the other party shall be liable for all direct or indirect damages (including costs) incurred by Seller.

12.If during the conclusion of the agreement the Seller agrees upon a certain price, the Seller shall nevertheless be entitled to increase said price, even if the original price was not communicated with reservation, under the following circumstances.

The increase is the result of a change made in the agreement;

The increase is the result of a power given to the Seller by law or the Seller is obligated to increase the price by (virtue of) law.

In other cases if the other party can dissolve the agreement with a written statement regardless if the price was increased by 5%.

 

 

 

Article 4 | Suspension, dissolution and early termination of the agreement. 

 

1.Seller shall be authorized to suspend the fulfillment of the obligations under the agreement or to dissolve the agreement if:

 

the other party does not (fully) fulfill or timely fulfill its obligations resulting from the agreement;

after the agreement has been concluded, Seller learns of circumstances given good ground to fear that the other party will not fulfill its obligations;

the other party was asked to furnish security to guarantee the fulfillment of its obligations resulting from the agreement when the contract was concluded and that this security has not been provided or is insufficient;

as a result of delay on the part of the other party Seller can no longer be expected to fulfill its obligations under the originally agreed upon conditions, Seller is entitled to dissolve the agreement.

circumstances arise of such a nature that fulfillment of the agreement becomes impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.

2.If the other party is responsible for the dissolution, Seller is entitled to reimbursement of the direct and indirect damages, including the costs, incurred.

 

3.If the agreement is dissolved, Seller’s claims on the other party shall be forthwith due and payable. If Seller suspends fulfillment of its obligations, it shall retain its rights under the law and the agreement.

  1. If Seller suspends fulfillment of its obligations or dissolves the agreement, it shall in no way be bound to reimbursement of damages and costs, which are a result thereof, while the other party, on the basis of default, shall be obligated to pay damages or compensation.

5.If the agreement is terminated prematurely by Seller, Seller shall in consultation with the other party see to the transfer to third parties of work still to be carried out. Unless the termination is attributable to the other party.

6.In case of liquidation, (application for) a moratorium or bankruptcy, attachment – if and as far as the attachment is not withdrawn within three months – of the other party, of debt restructuring or another circumstance as a result of which the other party has no longer free disposal, Seller shall be allowed to terminate the agreement immediately as of that moment, or cancel the order or agreement, without being obligated to pay any damages or compensation. In that case, Seller’s claims against the other party shall be forthwith due and payable.

7.If the other party cancels (part of) a placed order, the therefore ordered or prepared goods, increased by the possible costs of supply, removal and delivery thereof and the working hours reserved for the execution of the agreement, shall be completely charged to the other party.

 

Article 5 | Force majeure

 

1.Seller shall not be held to fulfill any of its obligations towards the other party if it is hindered to do so due to a circumstance through no fault of its own and which cannot be attributed to it by virtue of law, a legal action or generally accepted practice.

2.In addition to the stipulations of the law and the case law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be:

 

any external circumstance, be it envisaged or not, on which Seller cannot have any influence but which prevents Seller from fulfilling its obligations;

Strikes;

Transport problems;

Government measures which prevent Seller from fulfilling its obligations;

General lack of raw material and other which is needed to carry out the agreed performance, necessary affaires or services;

High absentee rate.

Seller shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfillment of the obligation(s) under the agreement impossible, commences after the point in time on which Seller should have fulfilled its obligation.

 

3.Throughout the duration of the circumstances of force majeure, Seller shall be entitled to suspend the fulfillment of its obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.

4.Insofar Seller has already partially fulfilled its obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfill them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, Seller shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively. The other party shall be held to pay this invoice as if it were a separate agreement.

 

Article 6 | Payment and collection costs

 

1.Payment must be made within 14 days from the date of invoice, in a way indicated by Seller and in the currency in which the work was invoiced, unless explicitly otherwise agreed upon in writing. Seller is entitled to invoice periodically.

2.If the other party fails to fulfill its payment obligation within the set term, the other party shall be in default by operation of law. In that event, the other party shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the day the other party is in default until the moment the other party has paid the amount due in full.

3.Seller shall be entitled to have the payments made by the other party go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest.

4.Contestation of the amount of an invoice shall not suspend the fulfillment of the payment obligation.

5.If the other party fails to fulfill one or more of its obligations or defaults on one or more of the obligations, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the other party. The extrajudicial costs shall be calculated in accordance with the standard scale for such charges, at this moment the calculation method according to the Report “Voorwerk II”. If Seller demonstrates that it has incurred higher expenses, which were necessary in reason, said expensed shall qualify for reimbursement. The reasonable judicial and execution costs possibly incurred shall also be borne by the other party. The other party shall furthermore owe interest over the made collection charges.

 

 

 

Article 7 | Retention of title

 

1.The Seller shall retain title to the goods delivered to the other party until the other party properly performs its obligations under the closed agreement(s) with Seller.

2.The delivered goods stated under 7.1 and delivered by Seller cannot be resold and can never be used as instrument of payment. The other party may not pledge or otherwise grant a third party any right in respect of those goods.

3.The other party shall do everything reasonable to protect Seller’s titles.

4.If any third party wishes to create or assert any right to goods title to which has been retained, the other party must so notify the Seller immediately.

5.The other party must also insure the goods under the retention of title against fire, explosion and water damage and theft. It shall submit the insurance policies for inspection to the Seller at the latter’s first request. If  such insurance pays out the Seller is entitled to this amounts.

6.In the event that Seller wishes to exercise his ownership rights mentioned in the present article, the other party shall give Seller or third parties to be appointed by Seller, now for then, unconditional and irrevocable permission to access all sites and locations where Seller’s property might be found and to take these goods back.

 

Article 8 | Guarantee and Inspection 

 

1.Seller guarantees the proper execution of the agreed performance for a period of six months after delivery or completion. If the agreed performance consists in the carrying out of contracted work, the Seller guarantees soundness of the delivered construction and the materials used in the construction for the period referred to in paragraph 1, provided that he was free to choose such materials. The dismantling and assembly of these parts shall be borne by the Seller.

2.Where applicable the guarantees of the manufacturer shall be valid. Seller guarantees that the goods delivered or to be delivered satisfy all customary requirements and norms that can be reasonably expected at the moment of delivery, and for which they are customarily used in the Netherlands. The guarantee mentioned in this article is applicable to goods destined for use within the Netherlands. For use outside of the Netherlands, the other party must verify whether the article is suitable for use in that location, and whether it meets the conditions set for use in that location. In that event the Seller can apply other guarantee and other conditions for the goods to be delivered or the activities to be executed.

3.When the term of guarantee is expired, all costs for repair or replacement, including administration, shipping and call out charge, will be charged to the other party.

4.Each form of guarantee becomes null and void if the defect is the result of improper or injudicious use of the product or, if applicable and without the written permission of the Seller, use after the use-by date, incorrect maintenance by the other party or when the other party or third parties (attempt to) make changes to the product or attach other items that should not be attached, or if the products have been processed or manipulated in a manner other than specified. The other party may not make a claim to the guarantee if the defect is the result of conditions on which the Seller cannot exercise influence, including weather circumstances (including but not limited to extreme rainfall or temperatures) etc..

5.The other party shall be held to inspect the delivered goods (have the delivered goods inspected) the moment of delivery or the moment of completion of performance of the work. In this respect, the other party must examine whether the quality and quantity of the delivered goods comply with what was agreed upon, or at least whether they meet the requirements that parties have agreed upon. The notice of default should contain as detailed a description of the defect as possible, so that Seller can react adequately. The other party shall give Seller the opportunity to investigate a complaint (have the complaint investigated).

6.Timely submitted claims do not suspend the other party’s obligation to pay. The other party shall be held to take delivery and effect payment of the goods purchased.

7.If a defect is communicated to Seller at a later stage, the other party shall no longer be entitled to repair, replacement or reimbursement.

8.If a complaint turns out to be unfounded, the costs incurred by Seller as a result thereof, including the costs of investigation, shall be fully borne by the other party.

 

Article 9 | Liability 

 

1.Seller is only liable for damages suffered by the other party as follows:

Any liability of the Seller is limited till the suffered damage by the other party which was a direct and exclusive consequence of the Seller;

The Seller is responsible is the damage is intentionally caused by the Seller;

The damaged reimbursed by the Seller will be  reduced if the price paid by the other party is disproportionate to the suffered damage by the other party;

 

 

Seller’s liability shall at all times be limited to the Seller’s covered amount and to a maximum equaling the amount  of payment to be made by Seller’s insurer in the occurring event.

 

2.Seller shall only be liable for direct damages. Under direct damage shall be understood to be exclusively:

 

 

the reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to damage in the sense of the present terms and conditions;

the reasonable costs possibly incurred to have Seller’s faulty performance meet the conditions of the agreement, unless such faulty performance cannot be attributed to Seller;

the reasonable costs incurred to prevent or limit the damage, in so far buyer demonstrates that said costs have led to the limitation of direct damage as meant in the present general terms and conditions.

 

 

3.Seller shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings, lost of subsidy requests, subsidy payments  and damage due to business stagnation.

4.If Seller is liable for any damages, the liability of Seller is limited to a maximum of three times the amount stated on the invoice of the order, at any rate to that part of the order to which the liability applies.

5.The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to intentional act or omission or gross negligence on the part of Seller or his subordinates.

 

Article 10 | Limitation period

 

1.The limitation period of all claims and defenses towards Seller and third parties engaged by Seller, shall be the statutory limitation periods.

2.The provisions stated in paragraph 1 are not applicable to proceedings and appeals which are founded on facts which could justify that the delivered goods would not comply with the obligations stated in the agreement. The limitation period on such proceedings and appeals is of 2 years after the other party informed the Seller of such non-conformity.

 

Article 11 | Transfer of risk

 

  1. The risk of loss, damage or loss of value shall be transferred to the other party the moment said goods fall into the power of the other party.

 

Article 12 | Safeguarding

 

1.The other party shall safeguard Seller against possible claims filed by third parties who may sustain damage attributable to others than Seller in connection with the execution of the agreement.

  1. In case claims are filed by third parties against Seller, the other party shall assist Seller both in and out of court and forthwith do all what can be expected of it. If the other party fails to take adequate measures, Seller is entitled to do so without notice of default. All costs and damage incurred by Seller and third parties as a result thereof are at the expense and risk of the other party.

 

Article 13 | Intellectual Property Rights 

 

1.Seller shall reserve all rights and authorities to which it is entitled pursuant to the Copyright Act and other intellectual property laws and regulations. Seller is entitled to use knowledge obtained as a result of the execution of this agreement for other purposes, as far as no confidential information of the other party is disclosed to third parties.

 

Article 14 | Applicable law and disputes

 

1.Dutch law shall apply to all legal relationships of which Seller is a party, even if an agreement is executed (partially) abroad or if the other party involved in the legal relationship resides abroad. The Vienna Sales Convention shall be explicitly excluded.

  1. Parties shall only refer the matter to the Court if they have done their utmost to solve the dispute in mutual consultations.

 

Article 15 | Location and changes to the general terms and conditions

 

1.These general terms and conditions are deposited at the Chamber of Commerce in Amsterdam.

2.The most recently filed version shall always apply, or, the case ensuing, the version valid at the time the agreement with Seller was concluded.

3.The Dutch version of these general terms and conditions prevails at all times in case of disputes with regard to the interpretation of these general terms and conditions