Courtesy translation. Only the French version is legally binding. Read the French version

General Terms and Conditions of Sale

Sale of solar equipment to professional customers. These General Terms and Conditions of Sale govern the contractual relationship between Solenso Power France and its professional customers.

Preamble and identification of the Seller

These General Terms and Conditions of Sale, hereinafter the "GTCS", govern all contractual relations between:

SOLENSO POWER FRANCE, a simplified joint-stock company with a share capital of 100,000 euros, registered with the Metz Trade and Companies Register under number 980472039, with its registered office at 53 route de Rombas, 57140 Woippy, intra-Community VAT number FR60980472039, represented by Sarah HALAL, hereinafter the "Seller" or "Solenso Power France",

and any natural or legal person acting for professional purposes who places an order for products with the Seller, hereinafter the "Customer" or the "Buyer".

The Seller's business is the sale of solar equipment, in particular photovoltaic modules, inverters, microinverters, mounting systems, storage batteries, charging stations and related accessories, hereinafter the "Products".

As the Customer acts exclusively for professional purposes, whether as an installer, reseller, integrator, construction company or otherwise, the provisions of the French Consumer Code, and in particular the right of withdrawal, do not apply to orders governed by these GTCS.

Article 1 — Purpose and scope

The purpose of these GTCS is to define the conditions under which the Seller markets its Products to its professional Customers.

They apply as of right to any order for Products placed with the Seller, whatever the ordering channel, whether purchase order, email, online platform or otherwise, and prevail over any other document of the Customer, in particular over any general conditions of purchase.

Any order implies the Customer's unreserved acceptance of these GTCS, which are communicated beforehand and which the Customer acknowledges having read. The fact that the Seller does not invoke one of these clauses at a given time may not be interpreted as a waiver of the right to invoke it later.

The Seller reserves the right to amend these GTCS at any time. The applicable GTCS are those in force on the date the order is placed.

Article 2 — Products

The Products offered for sale are those appearing in the Seller's catalogues, datasheets, quotations or commercial offers, subject to available stock.

The essential characteristics of the Products, namely power, efficiency, dimensions, manufacturer warranties, standards and certifications, are stated in the technical documentation supplied by the Seller or by the manufacturers. Photographs, illustrations and diagrams are indicative and do not form part of the contract.

The Seller reserves the right to make any change to the Products arising from technical or regulatory developments, without this affecting orders in progress, provided the essential characteristics and the price are not substantially altered.

It is for the Customer, as a professional in the sector, to check that the Products ordered are suited to its needs and to the use it intends to make of them, and that they comply with the regulations applicable at the place of installation.

Article 3 — Orders

Every order must be placed in writing. It becomes final and binds the Seller only after written confirmation by the Seller, in the form of an order acknowledgement, and, where applicable, receipt of the agreed deposit.

Quotations issued by the Seller are valid for the period stated in them and, failing such a statement, for thirty (30) days from their date of issue.

Any request by the Customer to amend or cancel an order may be taken into account only if it reaches the Seller in writing before the Products are dispatched and is accepted by the Seller.

Where an order accepted by the Seller is cancelled by the Customer, the deposit paid remains with the Seller by way of compensation, without prejudice to any other sum due in respect of the loss suffered.

Orders for specific Products, manufactured or sourced especially at the Customer's request, may not be cancelled once confirmed.

Article 4 — Prices

Products are supplied at the prices in force appearing on the Seller's quotation or order confirmation on the day of the order. Prices are expressed in euros, excluding tax, and do not include transport, packaging, insurance or handling costs, which are invoiced in addition.

Prices are firm for the period of validity of the quotation. Beyond that period, or in the absence of a quotation, the Seller reserves the right to change its prices at any time, in particular where there is a significant variation in the cost of raw materials, components, energy, transport or exchange rates affecting the price of the Products.

Products are subject to VAT at the statutory rate in force on the invoice date. Any change to the applicable rate will be passed on in the price of the Products.

Any present or future tax, levy, duty or contribution, in particular the eco-participation applicable to electrical and electronic equipment, is payable by the Customer and will be invoiced in addition where it is due.

Article 5 — Payment terms

Unless special conditions are agreed in writing, orders are payable on receipt of the invoice.

Payments are made solely by bank transfer, to the details stated on the invoice. No discount will be applied for early payment, unless stated otherwise on the invoice.

5.1 Late payment

In accordance with articles L. 441-10 et seq. of the French Commercial Code, any late payment automatically gives rise, without any reminder being necessary, to late payment penalties calculated at a rate equal to three (3) times the statutory interest rate, applied to the amount remaining due including tax.

In addition, a fixed indemnity for recovery costs of forty (40) euros is automatically payable by the Customer in the event of late payment, in accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code. Where the recovery costs incurred exceed that fixed amount, the Seller may claim further compensation on presentation of supporting evidence.

5.2 Non-payment

Should a single instalment not be paid when due, the Seller reserves the right, after a formal notice has remained without effect for eight (8) days, to suspend or cancel orders and deliveries in progress, and to make the balance of all sums owed by the Customer immediately payable, without prejudice to any other remedy.

Article 6 — Retention of title

The Seller retains ownership of the Products sold until their price has been paid in full, in principal and ancillary amounts, in accordance with articles 2367 et seq. of the French Civil Code.

Failure to pay any instalment may lead the Seller to reclaim the Products. These provisions do not prevent the risks of loss and damage to the Products, and of any damage they may cause, from passing to the Customer on delivery.

Until payment in full, the Customer undertakes to keep the Products in good condition, to identify them separately, not to resell or transform them, and to take out insurance covering the risks of loss or damage. Where resale is authorised, the Customer assigns to the Seller the receivables arising from it.

Article 7 — Delivery

Unless agreed otherwise, delivery is deemed to take place at the Seller's warehouses or at the address indicated by the Customer, according to the Incoterm agreed in the purchase order. In the absence of a specific term, delivery is Ex Works (EXW, Incoterms 2020) at the Seller's storage location.

Delivery times are given as an indication. A late delivery may not give rise to any penalty or compensation, nor to cancellation of the order, unless specifically stipulated in writing. The Seller may not be held liable for delays attributable to the Customer, to its suppliers, to carriers or to an event of force majeure.

Risk in the Products passes according to the agreed Incoterm and, failing that, when the Products are made available or handed over to the first carrier. It is for the Customer to enter any relevant reservations with the carrier in the event of damage or shortage.

Article 8 — Receipt and claims

The Customer must check the condition and conformity of the Products on delivery, in the presence of the carrier where applicable.

Any reservation concerning an apparent defect, a non-conformity, damage or a shortage must be recorded on the delivery note precisely and in full, confirmed to the carrier by registered letter within three (3) days of receipt in accordance with article L. 133-3 of the French Commercial Code, and notified to the Seller in writing within eight (8) days of delivery.

In the absence of reservations properly made within the above periods and forms, the Products are deemed compliant and accepted by the Customer, who may no longer raise any dispute about them. No Product will be accepted for return without the Seller's prior written agreement.

Article 9 — Warranties

The Products benefit from the commercial warranties granted by their respective manufacturers, on the terms, durations and limits specific to each manufacturer, of which the Customer acknowledges having been informed. The Seller passes the benefit of these manufacturer warranties on to the Customer.

The Seller warrants the Customer, on the statutory terms, against hidden defects affecting the Products under articles 1641 et seq. of the French Civil Code, and against lack of conformity, provided the Products are used, stored, handled and installed in accordance with good practice, with the technical instructions and with the standards in force.

9.1 Exclusions

Excluded from any warranty are defects and deterioration arising from: installation not complying with the manufacturer's instructions or with good practice; abnormal or negligent use, or use not in keeping with the purpose of the Products; lack of maintenance; modifications or repairs carried out by the Customer or a third party; normal wear and tear; or an event of force majeure or external causes such as lightning, surges or exceptional weather.

The warranty is limited, at the Seller's option, to the replacement or the repair of Products found to be defective, to the exclusion of any compensation for removal, refitting, labour, transport, downtime or loss of any nature whatsoever.

Article 10 — Liability

The Seller is bound by an obligation of means in respect of the supply of the Products. Its liability may be engaged only in the event of proven fault and for direct and foreseeable loss suffered by the Customer alone.

Under no circumstances may the Seller be held liable for indirect or intangible loss, such as loss of operation, loss of production, loss of profit, loss of turnover, loss of customers or commercial harm.

In any event, and save in the case of gross negligence or wilful misconduct, the Seller's total liability, on all grounds combined, is expressly limited to the pre-tax amount of the order giving rise to the loss.

The Customer, as a professional, remains solely responsible for the choice, the sizing, the installation, the commissioning and the operation of the Products, and for compliance with the applicable regulations, in particular electrical standards, planning rules and grid connection.

Article 11 — Force majeure

The Seller may not be held liable where the non-performance or the delay in the performance of one of its obligations results from an event of force majeure within the meaning of article 1218 of the French Civil Code and of the case law of the French courts.

The following are treated as events of force majeure, without this list being exhaustive: natural disasters, fires, floods, epidemics, armed conflicts, riots, total or partial strikes, blockages of means of transport, shortages of raw materials or components, supplier failures, and administrative or governmental decisions.

The affected party will inform the other as soon as possible. Obligations are suspended for the duration of the event. If the impediment is permanent or lasts more than three (3) months, the contract may be terminated as of right by either party, without compensation.

Article 12 — Intellectual property

All technical items, documents, catalogues, trade marks, logos and distinctive signs communicated by the Seller remain its exclusive property or that of the manufacturers. The Customer undertakes not to reproduce or use them without prior written authorisation, other than as required for the resale and installation of the Products.

Article 13 — Confidentiality and personal data

Each party undertakes to keep confidential the commercial and technical information exchanged in the course of their relationship.

Personal data collected from the Customer is processed by the Seller for the purposes of order management, invoicing and the commercial relationship, in accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. The Customer has a right of access, rectification, erasure and objection, which may be exercised at contact@solenso.pro.

Article 14 — Termination

Where one party fails to perform one of its essential obligations under these terms, and does not remedy that failure within fifteen (15) days of a formal notice sent by registered letter with acknowledgement of receipt having remained without effect, the other party may terminate the contract as of right, without prejudice to any damages.

Article 15 — Governing law and jurisdiction

These GTCS and the contracts of sale arising from them are governed by French law.

In the event of a dispute relating to the formation, the interpretation, the performance or the termination of these terms, and failing an amicable settlement, express jurisdiction is conferred on the Commercial Court of Metz, notwithstanding multiple defendants or third-party proceedings, including for urgent or protective proceedings.

This jurisdiction clause applies between traders, in accordance with article 48 of the French Code of Civil Procedure.

Article 16 — General provisions

Should any provision of these GTCS be declared void or unenforceable, the remaining provisions retain their full force and effect. The parties will endeavour to replace the invalidated clause with a valid clause of equivalent scope.

The Customer may not assign or transfer the rights and obligations arising from the contract without the Seller's prior written agreement.

These GTCS express the entirety of the parties' obligations. Any contrary condition put forward by the Customer will be unenforceable, failing the Seller's express written acceptance, whenever it may have been brought to the Seller's attention.

Agreed and accepted

The Customer acknowledges having read these General Terms and Conditions of Sale and accepts them without reservation.

Signed at ______________________, on ______________________