All sales entered into by Solutronic Energy Cyprus Ltd are to be governed exclusively by the following general conditions of sale (“General Conditions of Sale”). Any clause or condition drawn up by the Buyer is ineffective if in conflict with the following General Conditions of Sale.
1. Quotes, orders and order acknowledgements
1.1. Estimates issued by Solutronic Energy Cyprus Ltd, including the description, technical features and prices of the goods shall not in any case be considered as a binding sales agreement, but rather a quote.
1.2. Any order sent by the Buyer shall be construed as an irrevocable purchase proposal, which shall be valid from the date it was received by Solutronic Energy Cyprus Ltd, unless said term is explicitly extended by Solutronic Energy Cyprus Ltd from time to time (the “Buyer’s Order”).
1.3. The Buyer’s Order must indicate the type and the quantity of the products to be purchased, Solutronic Energy Cyprus Ltd product code number and description, requested time of delivery and the price, in case the price of the Products to be purchased is not included under Solutronic Energy Cyprus Ltds’ price lists.
1.4. The sending of the Order by the Buyer shall imply that the Buyer has read and is familiar with all these General Conditions of Sale, which shall consequently be fully accepted unconditionally and without restriction by the Parties.
1.5. Buyer’s Orders only become binding for Solutronic Energy Cyprus Ltd after Solutronic Energy Cyprus Ltd has sent a written order acknowledgement to the Buyer (the “Order Acknowledgement”) and the Buyer has received the Order Acknowledgement. When the Buyer receives the Order Acknowledgment the sale agreement shall be intended as executed (hereinafter referred to as the “Contract”). In case of any conflict between the Contract and the General Conditions of Sale, the General Conditions of Sale shall prevail.
1.6. Any information or data relating to the technical features and/or specifications of the Products contained in leaflets, price lists, catalogues and similar documents can not be referred as binding. Solutronic Energy Cyprus Ltd may make any change to the Products which appears to be necessary or suitable.
1.7. Solutronic Energy Cyprus Ltd shall not be liable for any errors or omissions contained in the catalogues.
2.1. The prices of the Products are set forth in Solutronic Energy Cyprus Ltds’ price list which do not include VAT and/or any other taxes and duties, if any.
2.2. If the Products to be purchased are not included under Solutronic Energy Cyprus Ltds’ catalogues, the relevant prices shall be agreed by the Parties in the Contract.
3. Delivery dates
3.1. The terms of delivery stated in the Order Acknowledgement are not binding to Solutronic Energy Cyprus Ltd.
3.2. In any case Solutronic Energy Cyprus Ltd shall not be liable for any direct or indirect damages to the Buyer deriving from delay in the delivery.
3.3. Solutronic Energy Cyprus Ltd has the right to suspend and/or postpone the delivery of the Products, at its unchallengeable discretion:
a) should the Buyer fail to pay and/or to perform other obligations set out in the Contract;
b) if the business and/or financial conditions of the Buyer may, at Solutronic Energy Cyprus Ltds’ discretion, prejudice the ability of the Buyer to perform its payment obligations under the Contract;
c) force majeure such as such as any strikes of the employees of Solutronic Energy Cyprus Ltd (including “sciopero aziendale”), epidemic, war, requisition, fire, flooding, earthquake, processing incidents and stoppages and/or delays in transportation, blackout or inadequacy of power supplies and any other event or circumstance beyond the control of Solutronic Energy Cyprus Ltd which prevents Solutronic Energy Cyprus Ltd from fulfilling its obligations under the Contract.
d) in the event of difficulties in procurement of the raw materials and/or semi finished products.
3.4. Delayed delivery shall not in any case entitle the Buyer to claim damages.
Except for what is otherwise agreed, the supply of the Products shall be at port, even if it is agreed that Solutronic Energy Cyprus Ltd shall take care, in whole or in part, of the shipment. The risks related to the Products shall pass on to the Buyer on their delivery to the carrier. In any case, whatever delivery terms may be agreed between the Parties, the risks shall pass on to the Buyer, at the latest, upon delivery of the Products to the first carrier and the place of delivery shall be the Buyer's premises, unless otherwise stated in writing.
5.1. Payments shall be made by the Buyer within the terms set out in the Contract.
5.2. In case the Buyer does not pay on the due date any amount payable pursuant to the Contract, Solutronic Energy Cyprus Ltd shall be entitled to charge penalty interest pursuant to Legislative Decree no. 231 of 9th October 2002.
5.3. The Buyer shall not be entitled to withhold and/or suspend payment of any amount due to Solutronic Energy Cyprus Ltd pursuant to the Contract by way of set-off, counter-claim, abatement, or other similar deduction or in case of any dispute in relation to the Contract.
5.4. Advance payment to Solutronic Energy Cyprus Ltd shall always be non-interest bearing.
6.1. All transactions regarding transport, insurance, customs and excise, handling, and delivery are at the care, expense and risk of the Buyer.
6.2. In case the Products are shipped using Solutronic Energy Cyprus Ltds’ transportation facilities, the Buyer is fully responsible thereof.
7.1. Any complaints relating to quantities, number or exterior features of the Products (apparent defects), must be notified to Solutronic Energy Cyprus Ltd by registered letter with return receipt, within 8 (eight) days from the delivery of the Products at Solutronic Energy Cyprus Ltds’ premises; failing such notification, the Buyer’s right to submit claims for the above mentioned defects shall be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to Solutronic Energy Cyprus Ltd, by registered letter with return receipt specifying the Product code and serial number and the description of the alleged defects, within 8 (eight) days from the discovery of the defects and in any case not later than 12 (twelve) months from their delivery; failing such notification the Buyer’s right to submit claims for the above mentioned defects shall be forfeited.
7.2. It is agreed that any claim raised by the Buyer in relation to the Products do not entitle the Buyer to stop and/or delay any of the payments regarding the Products and/or any other supply.
7.3. Products claimed to be defective and still under warranty shall be returned by the Buyer to Solutronic Energy Cyprus Ltds’ factory only upon receipt from Solutronic Energy Cyprus Ltd of (i) a written request to return the Products to Solutronic Energy Cyprus Ltds’ factory and (ii) the number of the remedy procedure activated by Solutronic Energy Cyprus Ltd in relation to the claim (i.e. Remedy Procedure Number). The Products shall be shipped by the Buyer to Solutronic Energy Cyprus Ltds’ factory freight prepaid. The packaging of the Products shall have to indicate the Remedy Procedure Number.
7.4. If, upon inspection, Solutronic Energy Cyprus Ltd agrees the Product is defective and covered by the warranty, credit will be issued for the prepaid freight and the repaired or replacement Product(s) will be returned by Solutronic Energy Cyprus Ltd.
7.5. If the returned Product is found not to be defective or under warranty, an inspection charge will be billed and the Product(s) repaired or replaced at Buyer's expense and returned to the Buyer, freight collect.
8. Warranty and liability
8.1. Solutronic Energy Cyprus Ltd warrants that the Products are free from defects which render them unfit for the use for which the Products were intended to be used or which materially diminish their value. Solutronic Energy Cyprus Ltd also warrants that the Products, when delivered to the Buyer, shall, if properly used by the Buyer, perform the functions described in Solutronic Energy Cyprus Ltds’ catalogues. Any of the functions, features and/or other characteristics of the Products shall be considered as agreed by Comer Industries only when and if specifically agreed in writing by Solutronic Energy Cyprus Ltd. This warranty is the only warranty, either expressed or implied, under which Solutronic Energy Cyprus Ltds’ products are sold. All other warranties of any kind are excluded. If not up-to-date with payments, the Buyer loses the right to warranty.
8.2. Solutronic Energy Cyprus Ltd does not guarantee any compliance of any Product with laws and regulations, including, but not limited to, any safety regulation, which may be in force in any country that does not belong to the European Union (“EU”). The Buyer shall hold Solutronic Energy Cyprus Ltd harmless for any breach of laws and regulations in force in any country that does not belong to the EU.
8.3. The warranty period of the Products is as per the Guarantee period per product [as laid out in the Solutronic Energy Cyprus Ltd Guarantee] from the date of delivery of the Products to the Buyer at Solutronic Energy Cyprus Ltds’ premises. If the delivery date is not determined, the warranty period shall elapse and be calculated from the date printed in the name plate of the Products .
8.4. The Buyer must verify the conditions of the Products supplied by Solutronic Energy Cyprus Ltd, their quantity and compliance . The Buyer shall notify the alleged defect of the Products as stated in Article 7.1. Notification shall not be necessary if Solutronic Energy Cyprus Ltd acknowledges in writing the existence of the defect. The Buyer shall not return to Solutronic Energy Cyprus Ltd any of the Products (or part of them) without giving prompt notice to Solutronic Energy Cyprus Ltd of the alleged defects and without obtaining Comer Industries’ prior written consent. In no cases the authorisation given by Solutronic Energy Cyprus Ltd to the Buyer to return the Products shall be considered as an acknowledgement of the alleged defects of the Products.
8.5. Solutronic Energy Cyprus Ltd shall not in any case be liable when the defects of the Products are due, including but not limited to:
a) improper or incorrect use or overexploitation;
b) improper, incorrect or inadequate maintenance;
c) use of the Products which is unusual or contrary to Solutronic Energy Cyprus Ltds’ instructions or, in any case, different to their intended use;
d) use of the Products making use and/or having installed on the Products non-original components;
e) improper maintenance and storage.
8.6. Solutronic Energy Cyprus Ltd undertakes to either replace or repair, care of its premises, any Product (or part of it) proven by the Buyer to have been defective during the warranty period. The replacement of parts and/or Products shall not extend the warranty period of the Products. If Solutronic Energy Cyprus Ltd decides to repair the defective Product (or part of it) Solutronic Energy Cyprus Ltd shall be entitled to eliminate the defect within a reasonable period of time. Comer Industries shall only bear the costs to ship the repaired and/or replaced Products to the premises of the Buyer.
8.7. Solutronic Energy Cyprus Ltds’ sole and exclusive liability shall be either to replace or repair, free of charge, at Solutronic Energy Cyprus Ltds’ own discretion and at its own premises, defective Products (or part of them) proven to be defective. Solutronic Energy Cyprus Ltd shall not be held liable, under any of the Contracts and/or the law, for any further direct or indirect damage and loss of profit
arising out of, or in connection with any defect of the Products.
9. Governing law and jurisdiction
9.1. Any of the Contracts and any matter related to the Products supplied by Solutronic Energy Cyprus Ltd to the Buyer are governed by and shall be construed in accordance with the laws of the Republic of Cyprus, irrespective of conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980 asamended) shall not apply to the Contract.
9.2. Any dispute arising from or in relation to any of the Contracts and/or any dispute related to the Products supplied by Solutronic Energy Cyprus Ltd to the Buyer shall be brought before the Court of Nicosia, Cyprus, which has exclusive jurisdiction. As an exception to the principle hereabove, Solutronic Energy Cyprus Ltd shall, in any case, be entitled to summon the Buyer before the Court of the place where the Buyer has its registered office.
10. Transfer of the property of the Products.
The property of the Products shall be transferred from Solutronic Energy Cyprus Ltd to the Buyer only upon full payment by the Buyer of the agreed price.
11. Failure to pay. Penalties
In case the Buyer does not pay any of the instalments of the price within the relevant terms Solutronic Energy Cyprus Ltd shall be entitled to immediate payment of the full consideration or to terminate the relevant Contract and obtain immediate return of the Products delivered. Paid instalments shall be retained by Solutronic Energy Cyprus Ltd as penalties.
The Buyer undertakes to keep any information received from Solutronic Energy Cyprus Ltd and/or which the Buyer becomes aware of under or in connection with any of the Contracts as confidential and not to use it for any purpose other than the performance of its obligations under the Contract.
13. Intellectual Property
Solutronic Energy Cyprus Ltd reserves all intellectual property rights over drawings, plans, technical specifications contained in Solutronic Energy Cyprus Ltd brochures and other materials made available to the Buyer also in electronic form.
14. Entire agreement
14.1.The General Conditions of Sale represent the only agreement between the Parties and replaces, supersedes, and cancels all other agreements, arrangements and/or understandings between the Parties.
14.2. Any amendment to the General Conditions of Sale shall have to be agreed in writing between the Parties.
14.3. The General Conditions of Sale shall apply and prevail over any terms and conditions (whether conflicting or not) contained in or referred to any documentation submitted or provided by the Buyer relating to the Contract.
15. Invalid clauses
The invalidity and/or ineffectiveness of one or more provisions of these General Conditions of Sale shall not affect the validity and/or effectiveness of the General Terms and Conditions as a whole and of any of the Contracts.
No failure to exercise, and no delay in exercising, any right or remedy in connection with any of the Contracts shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy under any of the Contracts shall preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any breach of any of the Contracts shall not be deemed to be a waiver of any subsequent breach.
DISCLAIMER: Solutronic Energy Cyprus Ltds, is not a certified public account, licensed financial advisor or a licensed attorney. The information provided on this website is intended to explain the availability of certain tax credits and other benefits arising out of the installation of a solar energy producing assets. Actual tax benefits will vary depending on specifics surrounding the end user or owner. This information is not intended as legal, financial or tax advice with respect to our available solar projects. Please consult your accountant, financial advisor or attorney for advice with respect to any tax matters or returns related to material contained herein.