General Terms and Conditions of Sale

Preamble and identification of the Seller

These General Terms and Conditions of Sale, hereinafter referred to as the “Terms and Conditions”, govern all contractual relations between:

SOLENSO POWER FRANCE, a French simplified joint-stock company with a sole shareholder, SASU, with share capital of 100000 euros, registered with the Trade and Companies Register of METZ under number 980472039, whose registered office is located at 9 rue des alliées, 57050 METZ, France, intra-Community VAT number FR60980472039, represented by HALAL Sarah, hereinafter referred to as 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 referred to as the “Customer” or the “Buyer”.

The Seller’s business activity is the sale of solar equipment, including photovoltaic modules, inverters, micro-inverters, mounting systems, storage batteries, charging stations and related accessories, hereinafter referred to as the “Products”.

As the Customer acts exclusively for professional purposes, including installers, resellers, integrators, construction companies and similar professionals, consumer law provisions, including the right of withdrawal, do not apply to orders governed by these Terms and Conditions.

Article 1 — Purpose and scope

These Terms and Conditions define the conditions under which the Seller markets and sells its Products to professional Customers.

They automatically apply to any order for Products placed with the Seller, regardless of the ordering channel, including purchase order, email, online platform or any other written method, and prevail over any other document issued by the Customer, including any general terms and conditions of purchase.

Any order implies the Customer’s full and unconditional acceptance of these Terms and Conditions, which are communicated to the Customer beforehand and which the Customer acknowledges having read. The fact that the Seller does not invoke any provision of these Terms and Conditions at a given time shall not be interpreted as a waiver of the right to invoke it at a later date.

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

Article 2 — Products

The Products offered for sale are those listed in the Seller’s catalogues, technical data sheets, quotations or commercial offers, subject to stock availability.

The essential characteristics of the Products, including power, efficiency, dimensions, manufacturer warranties, standards and certifications, are specified in the technical documentation provided by the Seller or the manufacturers. Photographs, illustrations and diagrams are provided for information purposes only and are not contractually binding.

The Seller reserves the right to make any changes to the Products resulting from technical or regulatory developments, provided that such changes do not affect current orders where the essential characteristics and price are not substantially modified.

It is the responsibility of the Customer, as a professional in the sector, to verify that the Products ordered are suitable for its needs and intended use, and that they comply with the regulations applicable at the place of installation.

Article 3 — Orders

Any order must be placed in writing. An order shall only become final and binding on the Seller after written confirmation by the Seller, in the form of an order acknowledgement, and, where applicable, receipt of the required deposit.

Quotations issued by the Seller are valid for the period stated therein or, if no period is stated, for thirty (30) days from their date of issue.

Any request by the Customer to modify or cancel an order may only be considered if it is received in writing by the Seller before shipment of the Products and accepted by the Seller.

In the event of cancellation of an order accepted by the Seller due to the Customer, any deposit paid shall remain the property of the Seller as compensation, without prejudice to any other amount due in respect of the loss suffered.

Orders relating to specific Products manufactured or sourced specially at the Customer’s request may not be cancelled after confirmation.

Article 4 — Prices

Products are supplied at the prices in force as stated in the Seller’s quotation or order confirmation on the date of the order. Prices are expressed in euros, excluding tax, and exclude transport, packaging, insurance and handling costs, which are invoiced in addition.

Prices are firm for the validity period of the quotation. Beyond this period, or in the absence of a quotation, the Seller reserves the right to modify its prices at any time, in particular in the event of a significant change 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 legal rate in force on the invoice date. Any change in the applicable rate shall be reflected in the price of the Products.

Any present or future tax, levy, duty or contribution, including any eco-contribution applicable to electrical and electronic equipment, shall be borne by the Customer and invoiced in addition where applicable.

Article 5 — Payment terms

Unless special conditions have been agreed in writing, orders are payable upon receipt of the invoice.

Payments shall be made exclusively by bank transfer to the bank details indicated on the invoice. No discount shall be granted for early payment unless expressly stated on the invoice.

5.1 Late payment

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

In addition, a fixed compensation for recovery costs in the amount of forty (40) euros shall automatically be 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 this fixed amount, the Seller may claim additional compensation upon justification.

5.2 Failure to pay

In the event of non-payment of any instalment when due, the Seller reserves the right, after formal notice remaining unsuccessful for eight (8) days, to suspend or cancel current orders and deliveries, and to make all amounts 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 full payment of their price, including principal and ancillary amounts, in accordance with Articles 2367 et seq. of the French Civil Code.

Failure to pay any amount due may result in the Seller reclaiming the Products. These provisions do not prevent the transfer to the Customer, upon delivery, of the risks of loss and deterioration of the Products, as well as any damage they may cause.

Until full payment has been made, the Customer undertakes to keep the Products in good condition, to identify them individually, not to resell or transform them, and to take out insurance covering the risks of loss or damage. In the event of authorised resale, the Customer assigns to the Seller the receivables arising in its favour.

Article 7 — Delivery

Unless otherwise agreed, delivery shall be deemed to have taken place either upon departure from 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 any specification, delivery shall be made “Ex Works” (EXW, Incoterms 2020) at the Seller’s storage location.

Delivery times are provided for information purposes only. Any delivery delay shall not give rise to any penalty, compensation or cancellation of the order, unless otherwise expressly agreed in writing. The Seller shall not be held liable for delays attributable to the Customer, its suppliers, carriers or any event of force majeure.

The transfer of risks in the Products shall occur according to the agreed Incoterm and, failing that, at the time the Products are made available or handed over to the first carrier. It is the Customer’s responsibility to make all necessary reservations with the carrier in the event of damage or missing items.

Article 8 — Receipt and claims

The Customer is required to check the condition and conformity of the Products at the time of delivery, in the presence of the carrier where applicable.

Any reservation relating to an apparent defect, non-conformity, damage or missing item must be stated precisely and completely on the delivery note, confirmed to the carrier by registered letter within three (3) days following receipt in accordance with Article L. 133-3 of the French Commercial Code, and notified in writing to the Seller within eight (8) days from delivery.

Failing reservations made in the required form and within the required time limits, the Products shall be deemed compliant and accepted by the Customer, who may no longer raise any claim in this respect. No Product return shall be accepted without the Seller’s prior written agreement.

Article 9 — Warranties

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

The Seller warrants the Customer, under the applicable legal conditions, against hidden defects affecting the Products, Articles 1641 et seq. of the French Civil Code, and against conformity defects, subject to use, storage, handling and installation in accordance with good professional practice, technical instructions and applicable standards.

9.1 Exclusions

Excluded from any warranty are defects and deterioration resulting from: installation not compliant with the manufacturer’s instructions or good professional practice; abnormal, negligent or non-compliant use of the Products; lack of maintenance; modifications or repairs carried out by the Customer or a third party; normal wear and tear; or force majeure or external causes, including lightning, overvoltage, exceptional weather events and similar events.

The warranty is limited, at the Seller’s discretion, to replacement or repair of Products recognised as defective, excluding any compensation for removal, reinstallation, labour, transport, downtime or any other loss or damage of any kind.

Article 10 — Liability

The Seller is bound by a best-efforts obligation in connection with the supply of the Products. Its liability may only be incurred in the event of proven fault and only for direct and foreseeable damage suffered by the Customer.

Under no circumstances shall the Seller be liable for indirect or intangible damage, such as operating loss, production loss, loss of profit, loss of turnover, loss of customers or commercial loss.

In any event, except in the case of gross negligence or wilful misconduct, the Seller’s total liability, for all causes combined, is expressly limited to the amount excluding tax of the order giving rise to the damage.

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

Article 11 — Force majeure

The Seller shall not be held liable if the non-performance or delay in performance of any of its obligations results from an event of force majeure within the meaning of Article 1218 of the French Civil Code and French case law.

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

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

Article 12 — Intellectual property

All technical elements, documents, catalogues, trademarks, logos and distinctive signs communicated by the Seller remain its exclusive property or that of the manufacturers. The Customer shall not reproduce or use them without prior written authorisation, except for the purposes of resale and installation of the Products.

Article 13 — Confidentiality and personal data

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

Personal data collected from the Customer is processed by the Seller for the purposes of order management, invoicing and commercial relations, in accordance with Regulation (EU) 2016/679, GDPR, and the French Data Protection Act. The Customer has the right to access, rectify, erase and object to the processing of their personal data, which may be exercised by contacting [email protected].

Article 14 — Termination

In the event of a breach by either party of one of its essential obligations under these Terms and Conditions, not remedied within fifteen (15) days after formal notice sent by registered letter with acknowledgement of receipt has remained unsuccessful, the other party may automatically terminate the contract, without prejudice to any damages.

Article 15 — Applicable law and jurisdiction

These Terms and Conditions and the sales contracts arising from them are governed by French law.

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

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

Article 16 — General provisions

If any provision of these Terms and Conditions is declared null or unenforceable, the other provisions shall remain fully valid and effective. The parties shall endeavour to replace the invalid provision with a valid provision of equivalent effect.

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

These Terms and Conditions constitute the entire agreement between the parties. Any contrary condition invoked by the Customer shall, unless expressly accepted in writing by the Seller, be unenforceable against the Seller, regardless of when it may have been brought to the Seller’s attention.