The sale of photovoltaic solar panels, as set out in the Proforma Invoice that shall be issued for each individual transaction, (hereinafter, the “Goods” and the “PI,” respectively) by PV KITS Direct Ltd. and/or its affiliates and related companies (hereinafter “PV KITS”), shall be subject to the following general terms:
1. The Agreement – These General Terms and the appendices thereto, in conjunction with the PI, constitute the Agreement between PV KITS and the Customer who signed the PI (the “Customer”). The General Terms form an integral part of the Agreement, and the Customer’s signature on the PI shall be deemed to constitute the Customer’ signature of these General Terms as well. The Agreement shall supersede all other agreements, including, but not limited to, any purchase order sent by the Customer, if any such order was sent. The Customer shall not be entitled to cancel or amend the terms of this Agreement without PV KITS’ prior written consent.
2. The Transaction – PV KITS hereby sells the Goods to the Customer and the Customer hereby purchases the Goods from PV KITS, according and subject to the terms of this Agreement.
3. Consideration – The Customer undertakes to pay to PV KITS the consideration for the Goods, as set out in the PI. The consideration may be adjusted by PV KITS in the event of a fluctuating currency rate.
4. Terms of Payment – The terms of payment shall be as indicated in the PI. Unless otherwise agreed, the balance of payment shall be due by the Customer to PV KITS upon Customer’s receipt of delivery (“Payment Date”). Late payments shall bear arrears interest at the highest rate permitted by law. PV KITS reserves the right to apply any payment made by the Customer to another debt incurred from a previous transaction with the Customer.
5. Delivery – The place of delivery shall be as indicated in the PI. The delivery times indicated in the PI are estimated dates only. A delay in the delivery of part of the Goods does not grant the Customer the right to terminate the transaction. The Customer shall be responsible for any and all loss or damage to the Goods or for any other damage that may be incurred in connection with the Goods, commencing on the date of delivery.
6. Title – Title to the Goods shall pass to the Customer only after full payment of the consideration for the Goods has been made to PV KITS. Full title shall remain with PV KITS until title has been passed to the Customer. Should the Customer fail to make full payment according to the terms set out in the PI within 14 days from the Payment Date, PV KITS shall be entitled to sell the Goods to a third party. Without derogating from the above, PV KITS shall be entitled to retain the deposit in order to apply the deposit to losses it will likely incur.
7. Delivery and Return of Goods – The Customer shall inspect the Goods immediately upon receipt and shall inform PV KITS immediately of any external defect. In the event of an external defect, the Customer shall not open the packaging but shall arrange for an immediate inspection by a certified insurance appraiser. Should the Customer discover a defect in the Goods after it opens the packaging, the Customer shall notify PV KITS in writing regarding each defect or other flaw in the Goods within one (1) day after delivery. Failure to give notice as described above shall be deemed to constitute acceptance of the Goods by the Customer for all purposes. PV KITS shall not be responsible for any damage to the Goods unless notified by the Customer as set out in this section. The Customer shall be entitled to return the Goods if it provided notice of the damage in accordance as set out above. The Goods must be returned in original packaging or similar packaging. Should the Goods be insured by PV KITS (according to the above PI), then in the case of damage or loss, PV KITS shall compensate the Customer for up to the maximum insurance coverage of the Goods.
8. Third Parties – Nothing contained herein shall be interpreted as providing any rights to a third party who is not a party to this Agreement or as granting any third party the right to demand performance of any obligations established herein.
9. PV KITS’ Limited Warranty – PV KITS’ distribution and sale of the Goods is subject to the manufacturer’s warranty only. PV KITS does not provide any other warranties, express or implied. PV KITS does not provide any warranties regarding the quality of the Goods, or of their fitness for particular purpose. PV KITS shall not be liable for any difference, should any such difference exist, between the coverage of the manufacturer’s warranty and the legal requirements that may apply to the Goods. PV KITS shall not be liable for any change that the Customer may make to the Goods. Any request or demand made by the Customer in connection with the warranty shall be made directly to the manufacturer and PV KITS shall not be liable with respect to any such request.
10. Limitation of Liability – The Customer hereby releases PV KITS from any liability in connection with this Agreement, other than what is expressly contained herein. PV KITS shall not be liable, and the Customer shall not be entitled to any damages, whether indirect, special or consequential, for any damages incurred in connection with the Goods and/or this Agreement. In any event, PV KITS’ liability shall be limited to the cost of the Goods or to that portion of the consideration which was actually paid to PV KITS, whichever is lower.
11. Insurance, Indemnification – Commencing with the date of delivery, the Customer shall insure the Goods against all property damage or bodily injury which may occur in connection with the Goods. The Customer shall indemnify and compensate PV KITS for any direct or indirect damage, suit, claim, expenses, loss, prevention of profit, liability, fine or obligation (including court expenses, property damages and damages for bodily injury) for which PV KITS may be found liable in connection with the Goods or the Agreement. The Customer will
transfer the indemnification and/or compensation amount to PV KITS immediately upon PV KITS’ first request.
12. Force majeure – PV KITS is not responsible for any damage incurred in connection with the Agreement or for any delay in the delivery due to conditions that are not under PV KITS’ control (such as, for example, acts of force majeure, wars, natural disasters or man-made disasters, plagues, shortages of materials, strikes, terrorist acts, delays in transportation, or an inability to obtain personnel or materials from regular sources) or because of acts or omissions of the manufacturer of the goods and/or of the Customer. PV KITS may cancel this Agreement in the event of a delay or failure to supply due to conditions that are beyond PV KITS’ control, and in such a case PV KITS will return any advance payment to the Customer.
13. Use of the Goods – The Goods will be used only in accordance with the manufacturer’s instructions and warranty. If the Customer uses the Goods or sells them for a use which deviates from the manufacturer’s instructions, the Customer confirms that such sale or use will be at the Customer’s exclusive responsibility. The Customer will indemnify PV KITS and will protect it and hold it harmless from any and all damage or expense resulting from such sale or use or incurred in connection with them. If the Customer does not use the Goods itself, the Customer undertakes that the party which does use the Goods will accept all the Customer’s undertakings pursuant to this Agreement.
14. Information Regarding the Product – PV KITS has received, from the manufacturer or from other sources, information regarding the product, including the letter of guarantee, if there is such, and information which is related to the specifications of the Goods, to their classification in connection with the import/export regulations, to their use or to their adjustment to legal or other requirements. This information is provided by PV KITS as it was received – on an “as is” basis. PV KITS makes no assurances regarding the level of accuracy or completeness of the information provided regarding the product. All the information regarding the product is subject to changes, without notice. PV KITS is not responsible for any clerical error, for any mistake or other omission in the information regarding the product.
a. This Agreement will be subject to the laws of England & Wales. The parties consent to the exclusive jurisdiction of the competent courts in England in connection with any dispute which develops in connection with this Agreement.
b. This Agreement may only be changed in writing and signed by the authorized representatives of PV KITS and the Customer.
c. PV KITS and the Customer are independent contractors and they agree that this Agreement does not create a joint venture or partnership.
d. Declarations or advice (technical or other), if not provided in exchange for consideration, shall be deemed to be assistance which is provided to the Customer, and PV KITS does not accept any responsibility or liability for the content of any such declaration or advice, or for any use made of such.
e. No waiver by PV KITS of any of its rights will be valid unless done in writing, and if it is valid, it will only be valid for its particular time and matter, and will not create a precedent with regard to the future exercise of such rights. If either of the parties fails, in a particular instance, to use any of the rights given to it in this Agreement, such failure may not be seen as a waiver of such rights in another instance, and such behaviour does not indicate any waiver whatsoever of any rights or obligations pursuant to this Agreement.
f. The absence of the ability to enforce any condition in this Agreement will not affect or detract from any of the remaining conditions or provisions.
g. The Goods and any part thereof, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or usage licenses.
h. The Customer and PV KITS agree to the provisions of the law that apply to this Agreement.