2014 General sales conditions

Transcription

1 2014 General sales conditions 1. Contract purpose 1.1 The following general sales conditions (hereinafter the General Sales Conditions ) regulate the contractual relationship for the Products sale (as defined in article 3) between SOLON S.p.A. (hereinafter SOLON ) and any individual or company (hereinafter the Buyer ). Different commercial conditions are not applicable. Any modifications to the present conditions are only possible with SOLON S written agreement. 2. Contract agreement 2.1 The offers prepared by SOLON, even if signed by the Buyer, will be considered to be final only after the order confirmation by SOLON. 2.2 The supply agreement will be considered binding only after receipt by SOLON of the order confirmation signed for acceptance by the Buyer. 2.3 Any modifications, reductions or additions to the order confirmations already issued by SOLON will not be valid if not written in a new order confirmation issued by SOLON which annuls and replaces the previous one. 2.4 The order confirmations could not be issued before the transmission by the Buyer of plans and drafts, if required by SOLON, and of any other essential information (i.e. destination address of the goods). 3. Supply scope 3.1 The Products supplies (by that item it must be intended the photovoltaic modules produced by SOLON and by third parties, inverters and any other component for the construction of photovoltaic plants) only include all that is expressly specified in SOLON s order confirmations and are regulated by these Conditions. 3.2 With regard to the supply of the photovoltaic modules, if necessary, SOLON has the faculty to supply models different from those required by the Buyer if they are not available, but subject to the compliance with the essential technical and electrical characteristics indicated in the order confirmation. 1

2 4. Delivery 4.1 The delivery is agreed according to the order confirmation. 4.2 The initials that follow refer to the 2000 INCOTERMS codes codified by the Chamber of Commerce of Paris where, as an example: EXW must be intended as Factory Free at the agreed delivery place CPT must be intended as Paid Shipment until the agreed destination place CIP must be intended as Paid Shipment and Insurance until the agreed destination place DAF must be intended as Delivered at Frontier in the agreed place DDU must be intended as Delivered Duty Unpaid in the agreed destination place DDP must be intended as Delivered Duty Paid in the agreed destination place. 4.3 Following the products collection/delivery, all risks upon the Products are transferred to the Buyer. 4.4 Upon the products collection or delivery at destination, the Buyer or one of its delegated must verify all the goods and sign the delivery note (D.D.T.)/ C.M.R. Convention des Marchandises par Route (Road Goods Agreement) 5. Delivery Terms 5.1 The Products prepared according to the agreed terms will be invoiced and, if agreed, will be sent to the Buyer s office or to another delivery place indicated in the order confirmation. 5.2 The delivery dates indicated in the order confirmation are: a. In case of delivery at SOLON s warehouse, at the date when the goods are available for the collection at the address indicated by SOLON; b. In case of organization by SOLON of the shipment, at the date of the Products delivery to the carrier or to the shipping agent; 5.3 Within 4 (four) days from the agreed delivery date, in conformity to article 5.2 above, SOLON will send one notice to the Buyer ( Notice of Ready Goods ). 5.4 SOLON is not responsible for the late transmission of the Notice of Ready Goods, according to article 5.3 above, until the limit of 10 (ten) working days following the foreseen date. 5.5 The goods can be delivered by SOLON before the fixed date, upon written notice and acceptance by the Buyer. 2

3 5.6 In case of late collection or delivery for causes depending on the Buyer, SOLON reserves the right to charge to the Buyer the fees for storage, servicing, care, insurance, etc. 6. Penalties for failure in collection/delivery 6.1 If SOLON has informed in writing the Buyer that the Products are ready for collection / delivery, according to the abovementioned article 5.2, and in the next 10 (ten) working days the Buyer does not take them into delivery, SOLON will have the right, for each day of delay after the 10th day following the transmission of the Notice of Ready Goods, to the payment of a penalty corresponding to the 0,04% of the non-delivered goods value. 6.2 After the 31st day following the transmission of the Notice of Ready Goods without the Buyer has taken the Products into delivery, SOLON will have the right to cancel the contract keeping as a penalty the sums eventually already paid by the Buyer reserving the right to claim for compensation of further damages caused by the Buyer s breach. 7. Claims 7.1 Any eventual claim for lacking goods or goods non-compliant to the quality indications included in the delivery note (D.D.T.)/C.M.R. must be sent to SOLON Claim Department and to SOLON Components Sales Department within 7 (seven) days following the goods reception/delivery (claim.it@solon.com) 7.2 The following documents must be enclosed to the claim: i) the posting of the claim request by the Buyer through the address already used to send the signed order confirmation ii) all suitable photographical documentation of the disputed material (photo of the full module, front and verso, and detail of the damage or vice); iii) serial numbers of the Products; iv) copy of SOLON s D.D.T./C.M.R./ sales s invoice; v) short description: cause of the damage/ circumstances/ non-compliance of the material. Important: Upon collection or delivery of the materials at destination, the Buyer or one of its delegated must verify all the goods and indicate eventual defects he has found and/or eventual difformity of the package/pallet, in conformity to article 4.4 of these General Sales Conditions. SOLON will not be responsible for replacement claims or requests under warranty if the abovesaid procedure is not respected. 3

4 7.3 Any return will have to be authorized in writing by SOLON before the shipment. Without the written authorization, the return will be refused and fees charged to the Buyer. 7.4 With regard to the fees for the shipment of the returned goods, at the issue of the dispute verification made by SOLON, if it is due to SOLON, the return fees will be charged to it; on the contrary, if they are due to the Buyer, the fees will remain charged to it. 8. Prices 8.1 The products prices including the shipment are indicated in the order confirmation. 8.2 In the order confirmation are also indicated the cost for packaging (pallet) and the procedure for the return of the pallet and eventually of the corners. Special packages eventually required by the Buyer will be charged separately. 8.3 SOLON reserves the right to change prices according to the increases in raw materials and transport prices, in wage rates, in taxes, etc. In this case the new prices will be communicated in time to the Buyer, who will have the right to withdraw from the order within 7 (seven) days from receipt of the increase communication, through registered letter with advice of receipt to SOLON s address or by fax at the number or even through certified Ways of payment 9.1 Payments must be made at the date/ dates specified in the order confirmation sent by SOLON at the indicated conditions. 9.2 Unless unlikely agreed, payments are made in Euro currency. 10. Late payment 10.1 In case of late payment, since the 10th day of delay following the expiration indicated in the invoice, the amount due to SOLON will be automatically increased, without any written communication, of the delay interests corresponding to the Euribor six months increased by 3 (three) points. 11. Express termination clause 11.1 In case a. of late payment of only one instalment after 10 (ten) days following the fixed date of payment, if exceeding the eighth part of the agreed price, 4

5 b. the Buyer does not supply in time the necessary materials for the order execution, if specified, SOLON will have the right to cancel the contract and immediately withdraw the products already delivered, keeping the amounts already collected as compensation and reserving the right to claim for compensation of damages caused by the Buyer s default In case SOLON enables the express termination clause provided by article 11, with regard to the deliveries which have not been paid by the Buyer yet, according to the provisions of article 11.1 above, the retention of title will be enforced according to article 13 that follows. 12 Order cancellation order suspension 12.1 In case an advance must be paid within the terms indicated in the order confirmation, SOLON reserves the right, without the possibility for the Buyer to get any penalty or compensation for damages, to cancel the order if the Buyer delays the payment of the advance after 10 (ten) days following the signature of the order confirmation At any time, SOLON can decide to suspend the supply if the Buyer s financial and economic conditions endanger the contractual execution, unless a specific warranty is issued, or in case of late payment of one or more instalments. 13 Retention of title 13.1 SOLON keeps the ownership of the Products until the full payment of the price and the Buyer undertakes the risks upon the delivery/reception Any Buyer s act that may compromise SOLON s property right, without a specific written agreement, will imply for the Buyer the obligation to fully compensate the caused damages The Buyer has not the right to provide any collateral or in general to give any Product still owned by SOLON as guarantee to the payment of its debt. If he does so, all amounts due to SOLON will immediately become collectible, in addition to the compensation for the damages suffered by SOLON In case of resale of the Products to sub-purchasers third parties upon written authorization by SOLON, the original Buyer must in any case inform the third party of SOLON s retention of title upon the offered Products In case SOLON, according to this article, enforces the right to the return of the delivered materials, whereas the Buyer gives them back through the issue of one note with reserve of 5

6 verification, SOLON reserves to make the necessary verifications with regard to the state of the returned materials. After verified that no damages to the Products were caused by the Buyer, SOLON will issue the credit note in restitution of the amounts already paid by the Buyer, except the provisions of article 7 above. 14 Technical information 14.1 SOLON reserves the right to introduce any convenient or appropriate modifications to the technical characteristics of the Products. In this case, the Customer will have the right to cancel the order within 7 (seven) days following the modification s communication, by registered letter with advice of receipt to be posted at SOLON s address If the Buyer proposes some technical modifications to SOLON s offer or order confirmation or in the plans, their enforcement becomes compulsory only with a full written agreement between the Parties with regard to the changes in prices and delivery time. 15 Intellectual Property 15.1 SOLON reserves the rights, the title and intellectual property upon documents, plans and files supplied to the Buyer. 16 Force majeure 16.1 Force majeure indicates any event or circumstance beyond the control of the interested Party, that cannot be reasonably avoided with the principles of diligence, prudence and ability, whose effect is to prevent the interested Party to fulfil one or all the obligations of these General Sales Conditions As an example, some force majeure events are: the adverse climatical conditions like hail, frost, snow, inundation, fires, disasters and extraordinary natural calamities, expressly including natural events, epidemics, wars and insurrections, thunderbolt, national and local strikes if they are not caused by the staff, employee or related to the interested Party The Force Majeure events must be communicated by the affected Party to the other party in writing in due time and in any case within 5 (five) natural days following the event verification. The communication must explain with enough details the force majeure cause and its foreseeable duration. 6

7 17 Modification and validity 17.1 Any contractual modification or integration to these General Sales Conditions must be issued in the order confirmation The eventual invalidity, cancellation or inefficacy of one or more provisions of these General Sales Conditions according to the applicable law, will not compromise the validity and efficacy of the other provisions. In any case, the Parties will do all their best to negotiate in good faith any replacing provisions with similar effects. 18 Applicable law and place of jurisdiction 18.1 All supply contracts signed by SOLON referring to these General Sales Conditions, independently by the other contractor nationality, are governed by Italian law, with exclusion of the United Nations Convention upon the international sales contracts (Wien, April 11, 1980) For any dispute concerning the contracts signed by SOLON, to their interpretation and/or to their execution the exclusive place of jurisdiction is Padua Court (Italy) Any eventual disputes regarding the supply and/or the Products do not exonerate the Buyer to fulfil the payment terms, the contractual conditions and any other provision provided in this document All fees relative to the contract, to its registration and eventual transcription are charged to the Buyer. Signature for acknowledgement and acceptance The Buyer In conformity to articles 1341 and 1342 of Italian Civil Code, the Buyer declares to expressly approve the following clauses: Article 3 (Supply scope); Article 5 (Delivery terms); Article 6 (Penalties for failure in collection/delivery); Article 7 (Claims); Article 8 (Prices); Article 10 (Late payment); Article 11 (Express termination clause); Article 12 (Order cancellation Order suspension); Article 13 (Retention of title); Article 14 (Technical information); Article 18 (Applicable law and place of jurisdiction). 7

8 Signature for acknowledgement and acceptance: The Buyer Please return copy of this document, signed for acknowledgement and acceptance with your initials on each page, in one of the following ways: - through registered letter with advice of receipt posted to the following address: SOLON S.p.A. Uff. Comm. Componenti Viale Industria e Artigianato, 2 I Carmignano di Brenta (PD); or - through your certified (PEC) at the address of your contact person in SOLON; - by fax at the number 0039-(0) at the attention of your contact person in SOLON. 8

9 General Warranty Conditions 1. General Warranty conditions on SOLON branded photovoltaic modules 1.1 SOLON photovoltaic modules defects SOLON guarantees the good quality and fabrication of its own production of photovoltaic modules and engages, during the below indicated warranty period, at its own unquestionable discretion, to repair or replace for free in short time those defective parts for bad material qualities or for manufacturing vice, if this does not depend upon natural deterioration, failure caused by the Buyer inexperience or negligence, wrong electric installation and/or connection, improper use other than what indicated in manuals, non authorized interventions, violations made directly or indirectly by the Buyer, incorrect storage, by chance or force majeure The warranty period for vices related to materials and fabrication ( Fabrication vices ) runs from the invoice date (in case of payment by instalments, it will be considered with this purpose the last invoice settlement date), if not unlikely specified in the sale and/or shipment documents. For vices it must be intended those that can compromise the modules ordinary working at standard conditions of use, installation and servicing. Hereinafter you will find the duration of the warranty period for the Fabrication vices for each SOLON product: Solon Blue 220/16, Solon Black 220/16, Solon Blue 230/07, Solon Black 230/07, Solon Black 230/02, Solon Blue 250/05 (SOLitaire system), Solon Black 250/05 (SOLitaire system), Solon Black 280/11, Solon Blue 270/11, Solon Black 280/12 (SOLbond system), Solon Blue 270/12 (SOLbond system), Solon Blue 270/17 (SOLfixx system), Solon Black 280/17 (SOLfixx system), Solon Blue 230/50 (SOLintegration system), Solon Black 230/50 (SOLintegration system), Solon Blackline 230/50 (SOLintegration system) = 10 (ten) years For SOLON products other than those indicated in article 1.1.2, the warranty period will be exactly specified in the order confirmations In case of replacement of the products indicated in article , the warranty is renewed for supplementary 120 (one hundred-twenty) months. In case of repair, the warranty conditions are suspended until the return of the repaired module to the Buyer. 9

10 1.1.5 Basic condition for the warranty validity is the correct storage of the goods protected by humidity and light, in conformity to what follows: upon the Buyer request of the warranty enforcement, SOLON will ask for one statement of correct storage, together with a full photographical documentation of the materials identified by their serial numbers The warranty period runs from the invoice date or according to the abovementioned article and ends at the expiration term even if the materials, for any reason, have not been working or connected to a plant Any SOLON intervention under warranty coverage is subject to the Buyer s fulfilment of its payment obligations The defective parts to be replaced remain SOLON s property and must be returned to it. The fees for the removal of the defective product being replaced or repaired, the shipment fees to and from SOLON s warehouses or to one SOLON s authorized third party, the fees for the reinstallation and the cost for the technical intervention will be paid in advance by the Buyer and will be then charged to SOLON if at the issue of the verification report by SOLON of the Buyer s claim, the vice will be due to SOLON; on the contrary, they will be charged to the Buyer if the claim will be proved groundless or the vice will be due to the Buyer. In this case, SOLON will have, upon the working materials sent by the Buyer, the right of retention until the full payment of the abovesaid amounts and until the full payment in advance of the return fees of the same materials to the Buyer. In no cases, SOLON will go on with the replacement if the Buyer has not returned the goods according to the conditions established in article 6 of the General Sales Conditions If the Buyer needs an intervention on place, this must be expressly required in writing. In this case, it will be charged with the expenses such as, for example, the travel expenses, for food and accommodation, the cost of the travel hours according to ANIE rates and the material shipment costs except the working hours covered by warranty. For the works to be done on place, the Buyer must keep at SOLON staff disposal, at its own charge and expenses, all the means, the materials and the assistance necessary for the intervention and will also have to make all electric and building works, etc For the period the equipment was inactive and only if that period is equal or major to 10 (ten) solar days, the Buyer will have the right for a compensation calculated according to the PVGIS (Photovoltaic Geographical Information System) estimated values for the period of the system s lack of production, with the indication of the estimated losses equal to 14%. 10

11 The indemnity paid by SOLON will be in relation to the kwh produced in the abovesaid period and will be equal to the 0,05% for each kwh not produced according to the values indicated by PVGIS For the parts and/or components SOLON purchases from other suppliers, the Buyer will be granted the warranty conditions that SOLON can allow at the sale s contract signature, according to the warranty conditions and terms given by SOLON s supplier All the parts subject to deterioration like electromechanic elements, fusibles, diodes, unloaders, etc, are expressly excluded from the 120 (one hundred twenty) day warranty. 1.2 Warranty on power output SOLON guarantees that the performance of its own production modules, measured at STE (Standard Test Conditions*) is not lower than the following values: Solon Blue 220/16, Solon Black 220/16, Solon Blue 230/07, Solon Black 230/07, Solon Black 230/02, Solon Blue 250/05 (SOLitaire system), Solon Black 250/05 (SOLitaire system), Solon Black 280/11, Solon Blue 270/11, Solon Black 280/12 (SOLbond system), Solon Blue 270/12 (SOLbond system), Solon Blue 270/17 (SOLfixx system), Solon Black 280/17 (SOLfixx system), Solon Blue 230/50 (SOLintegration system), Solon Black 230/50 (SOLintegration system), Solon Blackline 230/50 (SOLintegration system) Period: Minimal power output *Standard Test Conditions For the first 5 years 95% Until the 10th year 90% AM (Air Mass) 1.5 Until the 15th year 87% Cell temperature 25 C. Until the 20th year 83% irradiation 1000W/m2 Until the 25th year 80% The nominal power corresponds to the one indicated in SOLON s datasheets, list prices and catalogues If, during the warranty validity period, the Buyer communicates that the photovoltaic module does not produce the abovesaid power, this power loss must be verified and confirmed by SOLON and must be due to Fabrication defects. In this case, if SOLON finds one loss of estimated power, it can decide to repair or replace the defective module or to 11

12 supply one or more modules so as to guarantee the minimal distribution power or even to refund to the Buyer the price it paid for the module purchase. 1.3 Limits to the warranty enforcement The Buyer will have the right to claim the warranty during the validity period and will have to inform SOLON of the module operating vice within 30 (thirty) days following the vice discovery, under penalty of expiration The vices concerning the modules use or operation will be excluded by the warranty in the following cases: a. improper or inappropriate use, negligence or accident caused by the Buyer; b. mistakes during the installation and the servicing made by the Buyer; c. wrong violations, operations and/or modifications done by workers not authorized by SOLON; d. damages due to electric discharges, atmospheric discharges, inundations, third parties actions or deriving from any cause beyond the modules normal operating conditions and beyond SOLON s control; e. incorrect storage of the goods; f. damages during the shipment The warranty is not enforceable if the module serial number has been infringed or cannot be clearly identified Aspects related to the modules aesthetics excepted the modules classified A class - cannot be considered as vices covered by warranty if they do not compromise the modules correct working as indicated in the technical files supplied by SOLON The additional modules supplied to compensate an eventual power loss (see article 1.2.2) do not enjoy of the warranty extension or renewal SOLON reserves the right to supply different models of photovoltaic modules in replacement or compensation for those defective, if the original model is not available The X and F class modules are excluded from this warranty. 1.4 Request for return under warranty 12

13 If the Buyer wishes to enforce the warranty upon SOLON photovoltaic modules, it will have to fulfil the following procedure: a. to fill the form Return for non conformity (to be requested to the SOLON Components Dept. at the address indicated at the following letter C). It is necessary to fill one form for each defective module; b. to enclose copy of the purchase invoice; c. to send the abovementioned documents in points a) and b) to one of the following addresses: - FAX: components.it@solon.com - Ordinary courier: SOLON Ufficio Componenti Via dell Industria e dell Artigianato, 2 I Carmignano di Brenta (PD) Italy d. SOLON Components Dept. will confirm in writing to the Buyer the authorization to the return, by issuing the return document. Further to this written authorization, SOLON will verify, in conformity to the present regulations, if the problem is due to fabrication or materials defects and will then inform the Buyer of the verification issue; e. the modules cannot be returned without the previous written authorization by SOLON Further to the return s authorization, the Products can be returned enclosing the return document to the following address: SOLON S.p.A. Ufficio Logistica Via dell Industria e dell Artigianato n. 2 I Carmignano di Brenta (PD), Italy 1.5 Limits to SOLON s responsibility SOLON cannot be considered, neither directly or indirectly, responsible for breaches or delays depending on the Buyer during the warranty replacement or repair procedure SOLON responsibility is expressly limited to what indicated in this document SOLON is only responsible if the technical characteristics of SOLON photovoltaic modules do not comply with this document Every responsibility for indirect damages or damages deriving from non-profits eventually suffered by the Buyer is expressly excluded by this warranty. 13

14 1.6 Warranty validity The warranty is enforced to the standard range of SOLON branded modules. 2. General Warranty conditions upon the modules commercialized by SOLON other than SOLON branded photovoltaic modules 2.1 SOLON guarantees the good quality and fabrication of the commercialized products and engages, during the warranty period indicated below, at its own unquestionable discretion, to repair or replace for free in a reasonable time the defective products for bad material quality or for manufacturing vice, if this does not depend upon natural deterioration, failure caused by the Buyer s inexperience or negligence, wrong electric installation and/or connection, improper use different from the manual s indications, non authorized interventions, violations made directly or indirectly by the Buyer or by its delegates, incorrect storage, by chance or force majeure. 2.2 The fees for the removal of the defective product being replaced or repaired, the shipment fees to and from SOLON s warehouses or to one SOLON s authorized third party, the fees for the reinstallation of the defective product and the cost for the necessary technical intervention will be paid in advance by the Buyer and will be then charged to SOLON if, at the issue of SOLON s verification of the claim introduced by the Buyer, the vice will be due to SOLON; on the contrary, they will be charged to the Buyer if the claim is proved groundless or if the vice is due to the Buyer. In this case, SOLON will have upon the materials sent by the Buyer the right of retention until the full payment of the abovesaid amounts and until the full payment in advance of the return fees of the same materials to the Buyer. In no cases, SOLON will go on with the replacement if the Buyer has not returned the goods according to the fixed conditions. 2.3 The ways for the return of the defective products by the Buyer are indicated in article 1.4 above. 2.4 Besides, until the verification issue concerning the product malfunctioning by SOLON staff, SOLON is expressly exempted from sending temporary replacement products to the Buyer. 14

15 2.5 The warranty period for the materials and the fabrication vices is of 24 (twenty-four) months running from the invoice date of the Products to the original Buyer, if not unlikely specified in the sale and/or transport documents, and will be subject to the warranty conditions enforced by each producer, if not unlikely indicated in the sale and/or delivery document. 2.6 For vices it must be intended those that can compromise the normal working of the purchased material at the ordinary conditions of use, installation and servicing. 2.7 Each SOLON intervention under warranty is subject to the Buyer compliance with the payment conditions. 2.8 The works related to the malfunctioning materials, to the repairs or the replacements under warranty will be made at SOLON s principal office or at authorized centers or at third parties premises indicated by SOLON. If the Buyer expressly needs an intervention on place where the malfunctioning products are located, this must be expressly required in writing. In this case, the Buyer will be charged with the expenses suffered by SOLON as, for example, travel expenses, food and accommodation, the cost of the travel hours according to ANIE rates and the materials shipment costs with the exclusion of the working hours covered by warranty. For the works to be done on place, the Buyer must keep at SOLON s staff disposal, at his own charge and expenses, all the means, the materials and the assistance necessary for the intervention and will have to realize all electric and building works, etc. 2.9 SOLON will not have to refund anything to the Buyer for the period when the system or the equipments were inactive and the Buyer cannot claim for any compensation for expenses, accidents, direct or indirect damages, even related to the abovesaid repairs or replacements. Any credit claim by the Buyer, in conformity to this article 2.9, must be directly addressed to the corresponding manufacturer The replaced parts remain SOLON s ownership. Signature for acknowledgement and acceptance The Buyer In conformity to articles 1341 and 1342 Italian Civil Code, the Buyer declares to expressly approve the following clauses: Article 1.1 (SOLON photovoltaic modules vices); Article 1.2 (Warranty upon the distributed power); Article 1.3 (Limits to warranty enforcement); Article 1.4 (Request for 15

16 Return under warranty ); Article 1.5 (Limits to SOLON responsibility); Article 2 (General warranty conditions upon the modules commercialized by SOLON other than SOLON branded photovoltaic modules). Signature for acknowledgement and acceptance: The Buyer Please return copy of this document, signed for acknowledgement and acceptance with your initials on each page, in one of the following ways: - through registered letter with advice of receipt posted to the following address: SOLON S.p.A. Uff. Comm. Componenti Viale Industria e Artigianato, 2 I Carmignano di Brenta (PD); or - through your certified (PEC) at the address of your contact person in SOLON; - by fax at the number 0039-(0) at the attention of your contact person in SOLON. 16