Conditions générales
General Terms & Conditions
SUNLIGHT GROUP ENERGY STORAGE SYSTEMS
A. General terms and conditions for the purchase of goods and services
1. Scope
1.1. These general terms and conditions (“General Terms”) are applicable to all, and any purchase order (“P.O.”) placed by Sunlight Group Energy Storage Systems (the “Purchaser”) either for itself or on behalf of its affiliates and to all, and any delivery of goods and services to the Purchaser by all, and any of its suppliers and service providers (“Suppliers”).
1.2. The General Terms form an integral part of all offers and P.O.s and confirmations for the supply of goods and services to the Purchaser. Deviations from the General Terms are applicable only if previously confirmed in writing by the Purchaser. The Purchaser shall not be bound by the conditions of business and terms of delivery of the Supplier or by any other documentation of the Supplier intended to replace or modify the General Terms.
2. Offers and P.O.s
2.1 Any and all offers submitted to us by the Supplier must be binding for the Supplier and delivered to us free of any charge or cost.
2.2. We will not reimburse the Supplier for preparations and presentations of offers, workshops, meetings, drafts, transportation and accommodation costs or any other expenses regarding offers and P.O.s, unless otherwise agreed in writing.
2.3. Any amendments, changes of scope and additions to the P.O. and other related statements are binding for the Purchaser only if submitted in writing.
2.4. If the Supplier does not accept our P.O. within seven (7) calendar days upon receipt thereof, we have the right either to consider the P.O. as accepted by the Supplier, or to cancel the P.O. free of charge.
3. Delivery of Goods and Services
3.1. The Supplier agrees to deliver the goods and to perform the services in accordance with the agreed lead times, and other delivery terms.
3.2. The Supplier shall, at its own expenses, properly pack, load and deliver the goods to the place of receipt stated in the P.O. (“Delivery Place”). No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or other charges, unless provided for in the applicable P.O., or otherwise agreed to in writing by the Purchaser.
3.3. The Supplier should handle any materials provided by the Purchaser (samples, documents, etc.) with the necessary degree of care and diligence, and is obligated to carry insurance coverage for such materials against loss, theft, fire, etc. at the replacement price thereof.
4. Prices, Invoices, Payment Terms
4.1. All prices are quoted in the P.O. as fixed prices excluding applicable VAT, except if otherwise agreed in writing in the P.O.
4.2. P.O. prices are final and inclusive of any costs required for any necessary certificates, drawings, valuations etc., in the language required by and agreed upon with the Purchaser.
4.3. All prices are quoted for free delivery to the Delivery Place, as per the agreed in the P.O. delivery terms.
4.4. Every invoice delivered by the Supplier must meet the Purchaser’s requirements. Every invoice must be sent by the Supplier to the Purchaser immediately.
4.5. Payments are made as per agreed payment terms. Payments shall not be deemed as acknowledgement that the goods or services are in accordance with the agreed specifications.
4.6. In case the supply of goods or services is part of a project, partial payments to the Supplier will be subject to the Purchaser’s final approval of the project and will follow the project’s overall payment scheme.
5. Dates, Deadlines
5.1. Time is of the essence with respect to delivery of goods and performance of services. Goods shall be delivered, and services shall be performed by the delivery date stated in the P.O., or otherwise agreed in writing.
5.2. At any time prior to the delivery date, the Purchaser may, upon notice to the Supplier and for a reasonable cause or due to a failure of the Supplier to comply with the General Terms, cancel or change a P.O., or any portion thereof.
6. Penalties
6.1. The Supplier shall immediately notify the Purchaser, if the Supplier estimates it will be unable to meet a delivery date.
6.2. When the Supplier fails to meet a delivery date, it shall pay as penalty an amount equal to 0,5% of each invoice per each week of delay. The payment or deduction of such penalties shall not relieve the Supplier from its obligation to complete and deliver the goods or from any other obligations or liabilities under the P.O.
7. Inspection, Acceptance
7.1. All shipments of goods and performance of services shall be subject to the Purchaser’s right of inspection. The Purchaser shall have thirty (30) days (“Inspection Period”) following the delivery of the goods at the Delivery Place or the performance of the services, to undertake such inspection. Upon such inspection, the Purchaser shall either accept the goods or services (“Acceptance“) or reject them. The Purchaser shall have the right to reject partial, excessive or short deliveries and deliveries of any damaged or defective goods. In addition, the Purchaser shall have the right to reject any goods or services which are not in conformance with the agreed specifications.
7.2. Inspection of goods will take place with regards to obvious defects. Hidden defects will be notified as soon as they are detected, according to the circumstances of the orderly course of business.
7.3. Transfer of title of goods to the Purchaser shall not constitute the Purchaser’s Acceptance of those goods. The Purchaser shall provide notice to the Supplier, within the Inspection Period, of any goods or services which are rejected, together with the reasons for the rejection. The Purchaser’s inspection, testing, or Acceptance, or use of the goods or services hereunder shall not limit or otherwise affect the Supplier’s warranty obligations hereunder with respect to the goods or services, and such warranties shall survive inspection, test, Acceptance and use of the goods or services.
7.4. The Purchaser shall be entitled to return rejected goods to the Supplier at the Supplier’s expense and risk of loss for, at the Purchaser’s option, either: (i) full credit or refund of all amounts paid by the Purchaser to the Supplier for the rejected goods, or (ii) replacement goods to be received within the time period specified by the Purchaser. Title to rejected goods that are returned to the Supplier shall transfer to the Supplier upon such delivery and such goods shall not be replaced by the Supplier, except upon written instructions from the Purchaser. All above rights are without prejudice to the Purchaser’s right to claim further damages and expenses or loss of income.
8. Packaging
The Supplier must provide suitable packaging for its supplied goods at its own expenses and responsibility. The Purchaser is a DIN EN ISO 14001: 2015 certified company; therefore, it requires its Suppliers to provide packaging that considers the environment.
9. Risk, Title
Irrespective of the agreed price terms, title and risk of loss or damage shall pass to the Purchaser, in case of delivery without installation or assembly, upon receipt of goods at the Delivery Place as per agreed INCOTERMS 2020; in the event of delivery with installation or assembly, upon successful completion of Acceptance. Commissioning or use shall not replace the Purchaser’s declaration of acceptance.
10. Safety, Environmental Protection
With regard to goods and services delivered to the Purchaser, the Supplier is solely liable for the compliance of goods and services with statutory provisions relating to safety and environmental protection. The Supplier shall be solely liable for compliance with regulations for the prevention of accidents.
11. Product/Services Warranties
11.1. The Supplier’s warranties for the delivered goods/services begin taking effect as of the date of final acceptance of the goods/services.
11.2. The Supplier warrants to the Purchaser that during the goods’ warranty period, all goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by the Purchaser, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the agreed specifications (including plans, graphs or other specific demands); (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to the Purchaser; and (viii) compliant with all applicable laws, regulations, standards, and codes.
11.3. The Supplier warrants to perform all services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provider providing services under the same or similar circumstances as the Services under these General terms; (ii) in accordance with all specifications and all Purchaser policies, guidelines, by-laws and codes of conduct applicable to the Supplier; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the services.
11.4. The Supplier further warrants to the Purchaser that, always, all goods and services (including deliverables) will not be in violation of, or infringe any, intellectual property rights.
11.5. The Supplier shall assign to the Purchaser all manufacturer’s warranties and certifications for goods not manufactured by or for the Supplier and shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to the Purchaser.
11.6. In the event of a breach of any of the Supplier’s warranties in this Section 11, and without prejudice to any other right or remedy available to the Purchaser (including the Purchaser’s indemnification rights hereunder), the Supplier will, at the Purchaser’s option and the Supplier’s expense, refund the purchase price for, or correct or replace the affected goods, or re-perform the affected services, within 10 day(s) from the Purchaser’s notice of warranty breach to the Supplier. All associated costs, including costs of re-performance, costs to inspect the goods and services, transportation of the goods from the Purchaser to the Supplier, and return shipment to the Purchaser, and costs resulting from supply chain interruptions, will be borne by the Supplier. If the goods are corrected or replaced, the warranties in this Section 11 will continue as to the corrected or replaced goods for a further equal warranty period commencing on the date of Acceptance of the corrected or replaced goods by the Purchaser. If the Supplier fails to repair or replace the goods within the time periods required above, or in urgent cases, especially where operating safety is in jeopardy or for the purposes of preventing an exceptionally high damage or loss, or for the removal of insignificant defects, the Purchaser may itself or through third parties repair or replace the goods at the Supplier’s expenses.
11.7. In the event that any goods provided by the Supplier to the Purchaser are subject to a claim or allegation of infringement of intellectual property rights of a third party, the Supplier shall, at its own option and expense, without prejudice to any other right or remedy of the Purchaser (including the Purchaser’s indemnification rights hereunder), promptly provide the Purchaser with a commercially reasonable alternative, including the procurement for the Purchaser of the right to continue using the goods in question, the replacement of such goods with a non-infringing alternative satisfactory to the Purchaser, or the modification of such goods (without affecting functionality) to render them non-infringing.
12. Insurance
12.1. The Supplier warrants and represents to the Purchaser that it has put in place, with reputable insurers, such insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services, similar to those provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk insurance, and automobile liability insurance).
12.2. In addition, the Supplier will take out and maintain, at its own cost, such insurance policies and coverages as may be reasonably required by the Purchaser from time to time. The Supplier will promptly deliver to the Purchaser, as and when requested, written proof of such insurance. If requested, the Purchaser will be named as an additional insured under any such policies.
13. Intellectual Property Rights
All Intellectual Property Rights in and to each deliverable shall vest in the Purchaser free and clear of all liens and encumbrances on receipt of payment by the Supplier for each deliverable. To the extent that any Deliverables contain any intellectual property of the Supplier, the Supplier hereby grants to the Purchaser a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the deliverables. The Supplier agrees to provide to the Purchaser all assistance reasonably requested by the Purchaser to perfect the rights described herein.
14. Indemnities
The Supplier shall indemnify, defend and hold harmless the Purchaser, and its officers, directors, employees, consultants, and agents (“Purchaser Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Purchaser Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the goods or services, or from the failure of the goods or services to comply with the warranties hereunder; (b) any claim that the goods or services infringe or violate intellectual property rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission by the Supplier or any of its subcontractors; (d) the Supplier’s breach of any of its obligations under these General Terms; or (e) any liens or encumbrances relating to any goods or services.
15. Confidentiality
15.1 All non-public, confidential, or proprietary information of the Purchaser, including but not limited to trade secrets, intellectual property, business information, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Supplier lists, pricing, discounts, trade secrets, which is disclosed by or on behalf of the Purchaser to the Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with these General Terms is strictly confidential, is provided solely for the use of performing these General Terms, and may not be disclosed to any person, unless authorized in advance by the Purchaser in writing. Upon the Purchaser's request, the Supplier will promptly return all documents and other materials received from the Purchaser.
15.2 This Section does not apply to information that is: (a) in the public domain, through no fault of the Supplier, at or subsequent to the time such confidential information was disclosed to the Supplier by the Purchaser; (b) rightfully known by the Supplier free of any obligation of confidence at the time of disclosure to the Supplier by the Purchaser, as evidenced by written records; or (c) rightfully obtained by the Supplier from a third party without similar restriction from such party and the disclosure of which from such third party does not constitute a violation of an obligation by such third party to the Purchaser, each as evidenced by written records.
16. Data Protection
16.1 The Purchaser processes personal data of the Supplier only in compliance with applicable data protection laws. The Supplier has taken note of and agrees to the terms of the Purchaser Privacy Policy as currently in force. The Purchaser reserves the right to update and amend such Privacy Policy to conform to current requirements.
16.2 The Supplier warrants and represents to fully remedy any loss or damage incurred by the Purchaser, whether caused by the Supplier itself or its officers or servants or associates (contractors or agents) due to a breach of data protection legislation.
16.3 In case the Supplier processes personal data on behalf of the Purchaser, the Supplier shall deem to act as a data processor, pursuant to article 28 of the GDPR. In such case, the Supplier is obliged to sign an additional data processing agreement, if requested by the Purchaser.
17. Economic Sanctions & Trade Control
17.1 The Supplier declares and warrants that it will:
(i) comply with all economic, trade and financial sanctions laws, regulations, embargoes or restrictive measures administered (“Sanctions”), as well as all trade control laws and regulations (“Trade Control Laws”) enacted or enforced by the United Kingdom, European Union, United States of America, United Nations and any other relevant government or competent authority;
(ii) not knowingly do anything which may cause the Purchaser to breach Sanctions or Trade Control Laws;
(iii) provide such assistance, documentation and information to the Purchaser as it may reasonably request;
(iv) notify the Purchaser in writing as soon as it becomes aware of an actual or potential investigation/breach in relation to the applicable laws or any material change in the status of any of the parties to this agreement in respect of: - Sanctions status e.g. the inclusion on a Sanctions list in any applicable jurisdiction (as stated in (i) above); - Trade Control status e.g. becoming listed on a restricted parties list.
17.2 The Purchaser is entitled to immediately terminate any relationship with the Supplier if the Purchaser, acting in good faith, believes that the Supplier or any Supplier personnel has breached the Economic Sanctions or Trade Control Laws or any statement, representation, warranty or agreement contained in this Section 17.
17.3 The Supplier will indemnify and hold the Purchaser harmless against all and any claim, remedy, proceeding, punishment, investigation, penalty and fine of any kind caused by the Supplier's breach of any provision of the Economic Sanctions or Trade Control Laws and this Section 17. This Section 17 continues to apply after the expiration or termination of the relationship between Purchaser and Supplier.
18. Anti-Corruption and Anti-Bribery
18.1 For the purposes of this article:
(A) "Anti-corruption Laws" means any applicable national or foreign law against bribery, corruption, money laundering and the relevant decisions, decrees or regulations as they apply from time to time.
(B) "Supplier Personnel" means executives, directors, employees of the Supplier, direct or indirect beneficiaries, owners, or shareholders, or any person acting on its behalf, including but not limited to, subcontractors and/or dealers.
18.2 The Supplier declares and warrants that it is aware of the Anti-corruption Laws and neither the Supplier nor any Supplier personnel have been or are involved in any activity relating, directly or indirectly, to any act or action that would constitute a breach of Anti-corruption Laws or in any way would cause the Purchaser, its representatives, directors, employees or associates to be held liable for a breach of Anticorruption Laws.
18.3 The Supplier declares that in relation to any goods and/or services to be provided under these General Terms:
(i) The Supplier will ensure that the Supplier Personnel will not pay, offer, promise to pay or authorize the payment, directly or indirectly, of gifts, money or other things and rewards or anything of value in violation of the AntiCorruption Laws;
(ii) The Supplier will maintain for ten (10) years correct and accurate books and records and generally accounts in which all payments made in connection with any sale or service provided under these General Terms will be clearly and precisely reflected and upon request will provide the Purchaser or its representatives with copies thereof. The Supplier promises not to provide the Purchaser with inaccurate documentation and records in relation to any action performed under these General Terms.
18.4 The Purchaser is entitled to immediately terminate any relationship with the Supplier if the Purchaser, acting in good faith, believes that the Supplier or any Supplier Personnel has breached Anti-corruption Laws or any statement, representation, warranty or agreement contained in this Section 18.
18.5 The Supplier will indemnify and hold the Purchaser harmless against all and any claim, remedy, proceeding, punishment, investigation, penalty and fine of any kind caused by the Supplier’s breach of any provision of Anticorruption Laws and this section 18. This section 18 continues to apply after the expiration or termination of the relationship between Purchaser and Supplier.
19. Compliance with the Purchaser’s Policies and Code of Conduct
The Supplier undertakes to comply with the Purchaser’s Code of Conduct, Compliance Policies and Procedures, as currently in force. Failure to comply with this undertaking constitutes serious breach of the contractual relationship between the Parties and shall entitle the Purchaser to terminate the contract with immediate effect, without prejudice to the right to compensation for the Purchaser of all the damages suffered due to such termination.
20. Amendments to General Terms
Without prejudice to sections 1.2. and 2.3. hereof, all amendments to these General Terms, as well as any deviations therefrom or supplementary agreements thereto must be made in writing.
21. Applicable Law & Jurisdiction
Any disputes arising from or relating to the relationship between Purchaser and Supplier in respect of the sales of products, shall be settled amicably. Should this not be possible for a period of one month, the matter shall be referred to and shall be exclusively settled by the Courts of Athens, Greece. This Agreement shall be governed in all respects by the substantive laws of Greece.
22. Severability
Should any provision of these General Terms be or become invalid, the validity of the remaining provisions shall not be affected. Both Purchaser and Supplier are obliged to replace the invalid provision with a provision that comes as close as possible to the invalid provision in terms of its economic success.