General terms of sales and delivery

 

 23204-000 FB/LW

 

1. APPLICATION

The following general terms of sale and delivery shall apply to all deliveries of products, works and services from Sungrow and its affiliates, unless otherwise expressly agreed in writing. Thus, Sungrow shall not be bound by any of the buyer's terms, even if Sungrow has not objected to such terms.


2. QUOTATIONS AND ORDER CONFIRMATION

Quotations from Sungrow are not binding, unless otherwise agreed. Any binding quotations shall expire eight weeks after quotation date, unless otherwise specified in the quotation.

Final agreement is not made until the buyer receives Sungrow’s written order confirmation, and only the content of this confirmation is binding on the parties.

If the order confirmation deviates from the buyer's order, the buyer shall notify Sungrow within one week. If the buyer fails to do so, only the order confirmation shall apply.


3. TECHNICAL INFORMATION AND DRAWINGS

Information found on home pages, in catalogs, brochures, advertisements, product information, drawings, illustrations, or in any other material that has not been made for the specific order is only intended as guidance. Information about weight, dimensions, capacity, volume, load capacity, speed and other technical data is only binding when specifically agreed in writing.

Any assistance in form of technical guidance, measuring, calculation of volume based on drawing mate- rials etc. shall only be seen as a service for which Sungrow is not liable. Furthermore, Sungrow shall not be liable for any written information regarding the products made by Sungrow’s suppliers.

Any drawings, descriptions and other technical documents that before or after the date of the agreement have been handed over to the buyer, shall remain Sungrow’s property and shall not be used by the buyer for any other purposes than those agreed. Without permission, the material shall not be copied, reproduced, handed over or otherwise communicated to a third party.


4. DELIVERY

If a delivery clause has been agreed, the clause shall be interpreted according to Incoterms. If nothing has been agreed, the delivery term shall be “Ex Works (EXW)” Sungrow’s production facility in Ribe.

Unless otherwise explicitly agreed, the buyer shall bear the risk during transportation regardless of whether this has been arranged by Sungrow, and the buyer shall pay Sungrow’s cost of transportation as well. Delivery times are approximate, unless a fixed delivery time has been expressly agreed in the order confirmation.

Regardless of the terms of delivery, the buyer shall handle the unloading of the goods at the delivery site and shall provide all the necessary equipment to carry out the unloading.

The buyer is obligated to inspect the goods upon receipt and make a complaint to the carrier, if there are any defects or deficiencies. In case of visible defects or deficiencies, the complaint shall be made immediately to the carrier by written complaint on the delivery note. The complaint must be justifiable and state the character and extent of the defect or deficiency. In case of non-visible defects or deficiencies, the buyer shall make his complaint in writing to the carrier within seven days after receipt. In any case, Sungrow shall be notified regarding the complaint.


5. PRICES

Unless otherwise agreed in writing, the prices for the deliveries shall be the prices specified by Sungrow at the time of delivery. The prices are in DKK, exclusive of VAT and other taxes, ex works excluding packing, transportation and insurance. Sungrow shall bear no costs regarding export costs, customs duties, etc.

Sungrow reserves the right to adjust the agreed price for goods manufactured after the order confirmation has been sent, if any increases in duties, charges or taxes etc. of which Sungrow was not aware of at the time of sending the order confirmation should take place.


6. PAYMENT

Payment shall be net cash on receipt of invoice, unless otherwise specified in the order confirmation. If payment on delivery has been agreed, the payment shall be made on the agreed delivery date even if delivery is postponed due to the buyer's situation.

Sungrow is entitled to charge interest of 2 % for every month or part of a month from due date.


7. RETENTION OF TITLE

Sungrow shall retain title to the goods until the full purchase price including delivery and installation costs and interest has been paid. The Buyer shall ensure that the goods are insured for Sungrow’s benefit until the full purchase price has been paid.


8. PASSING OF RISK

The risk of the goods shall pass to the buyer upon delivery, as defined in Incoterms 2010 in accordance with the agreed delivery clause.

If delivery is postponed due to the buyer's situation, the risk shall pass to the buyer upon the agreed delivery date.


9. THE SELLER'S DELAY

If Sungrow is not able to deliver within the time specified, cf. Clause 5, or if a delay is likely to occur, the buyer shall be informed in writing stating the reason for delay and when delivery can be expected.

If the delay is due to force majeure, cf. Clause 18, delay of sub-suppliers, missing payment of the purchase price or installments, or any other obstructions for which the buyer is responsible, the time of delivery shall be postponed with as long as appropriate all circumstances considered.

If Sungrow is responsible for the delay, the compensation for the buyer's proven loss shall never exceed 0.5 % of the purchase price for every week the goods are delayed, calculated based on the part of the purchase price which is related to the delayed part of the delivery. The compensation shall never exceed 7.5 % of the relevant part of the purchase price. Furthermore, Sungrow shall not be liable for any loss, indirect losses or penalties.

Payment of compensation shall be the sole remedy for Sungrow concerning delay.


10. THE BUYER'S DELAY

If the buyer cannot take delivery on the agreed delivery date, or if a delay on his part is likely to occur, the buyer shall inform Sungrow in writing without undue delay stating the reason for delay and when taking delivery is expected to be possible.

Sungrow shall store the goods properly at the buyer's expense. If requested by the buyer, Sungrow shall insure the goods at buyer's expense.

Sungrow can request the buyer to accept the delivery within a reasonable time. If this request is not met, if not due to force majeure, Sungrow can demand default interests, cf. Clause 7, and after giving 1 month's notice in writing terminate the agreement, unless the delay is due to force majeure. If the agreement is terminated, Sungrow is entitled to claim compensation for its losses.


11. THE SELLER'S LIABILITY FOR DEFECTS

Sungrow shall remedy any defects in the goods caused by defects in material or production. Sungrow's liability for defects becomes time barred after 1 year from delivery.

After discovering a defect, the buyer shall without delay notify Sungrow in writing. If such notice is given too late, the buyer will not have the right to any corrective action.

If Sungrow does not replace the defect within a reasonable time the buyer can demand a proportionate reduction in the purchase price, though limited to 15 % of the agreed total price for the defective part.

Sungrow is not liable for any defects other than those stated above, and is therefore not liable to the buyer for any operational loss, loss of profits, or other indirect or consequential losses whatsoever. If a defect is caused by or arisen in materials supplied by one of Sungrow’s sub-suppliers or works executed by Sungrow’s subcontractors, Sungrow is not liable to a larger extend than it is possible for Sungrow to have such loss indemnified by the supplier or subcontractor in question.


12. PRODUCT LIABILITY

Sungrow shall not be liable for damages to real or personal property caused by the goods when the goods are in the buyer's possession. Nor for any damages to products manufactured by the buyer or products of which these are a part, or for any damages to real or personal property caused by these products due to the goods, except in case of gross negligence.

Notwithstanding the above, Sungrow is under no circumstances liable for any operational loss, loss of profits, or any indirect or consequential losses, and the liability for damages to person or property is limited to DKK 10,000,000.

If a third party makes any such claim against Sungrow, the buyer shall indemnify Sungrow against any losses. The parties shall without delay notify each other if a third party makes a claim, and the parties shall accept to be summoned by a third party both at the court of law or court of arbitration which handles the claim for compensation which has been made against one of them based on a damage which the third party claims to have been caused by Sungrow’s goods.


13. ANTICIPATORY BREACH

If it is clear from the circumstances that the buyer is unable to perform his obligations according to the agreement, Sungrow shall have the right to terminate the agreement by written notification indicating the reason. If so, the buyer is liable for damages according to the general rules of Danish law.


14. INDIRECT LOSSES

As indicated e.g. in the clauses regarding delay, defects and product liability, Sungrow is under no circumstances liable for the buyer's indirect losses as a result of non-fulfillment of the agreement, no matter if it is loss of production, contribution margin, clients, orders or any other loss.


15. CHANGES

Sungrow reserves the right to make changes to its products without previous notice, provided that this can take place without making essential changes to the agreed technical specifications, and without making essential changes to the form, function or durability of the products.


16. FORCE MAJEURE

Sungrow is entitled to cancel orders or postpone any agreed delivery and is furthermore not liable for any missing, defective or delayed good which in whole or in part is due to circumstances beyond Sungrow’s reasonable control, such as rebellion, riot, war, terrorism, explosion, fire, natural disasters, government regulations, prohibitions and injunctions, strike, lockout, slow-down, lack of means of transport, shortages, illness, resignation of key personnel, or delay of or defects in deliveries from subsuppliers or subcontractors, accidents in production or testing, computer viruses or lack of energy supply. In such cases, all of the buyer’s rights shall be suspended or terminated. Consequently, in case of annulment or postponed execution, the buyer shall not be entitled to claim compensation or make any other claims against Sungrow.


17. APPLICABLE LAW AND ARBITRATION

Any disputes arising from or relating to the agreement, including disputes regarding the existence and validity of the agreement, the interpretation and application of these terms, and the accordance between the delivery and the agreement shall be settled under Danish law by arbitration according to rules of the Danish Arbitration Institute in Copenhagen as in force from time to time. Disputes in which the amount in dispute is less than DKK 1,000,000 shall be settled by the Danish Arbitration Institute in Copenhagen by simplified arbitration according to rules of this Institute as in force from time to time.


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