General Terms and Conditions
1.1. These General Terms and Conditions of Sale shall apply to all Offers submitted by Solar Stik to a Customer and to Purchase Orders received from a Customer and accepted by Solar Stik for the sale of Products. These Terms and Conditions shall prevail over any other terms and conditions contained in any Purchase Order or other document of or communication from the Customer.
1.2. The Offer is open for acceptance within 60 days after its date of issuance unless a different validity period is stated in the Offer. All Purchase Orders are subject to acceptance by Solar Stik in writing.
1.3. Descriptions and illustrations contained in Solar Stik’s system diagrams, spec sheets, price lists, and other advertisements are for general information purposes only and Customer shall be deemed to have purchased the Products without reliance on such descriptions and illustrations.
2.1. “Terms and Conditions” shall mean these Solar Stik General Terms and Conditions of Sale.
2.2. “Offer” shall mean an official quotation by Solar Stik for the purchase of Products by Customer.
2.3. “Purchase Order” shall mean the order issued by the Customer for the purchase of Products and acknowledged by Solar Stik in accordance with these Terms and Conditions and applicable Customer Terms and Conditions.
2.4. “Products” shall mean the goods, materials, or equipment and any part or component thereof supplied by Solar Stik and/or any work or services performed by Solar Stik pursuant to these Terms and Conditions.
2.5. “Customer” shall mean the buyer of Products, the recipient of an Offer, or the party issuing a Purchase Order.
2.6. “Solar Stik” shall mean Solar Stik, Inc.
3.1. Unless otherwise agreed in writing, Products are invoiced at the prices agreed upon in the purchase order.
3.2. Unless otherwise agreed in writing, all prices are given by Solar Stik on Ex Works basis (Incoterms 2010). Whenever Solar Stik agrees to deliver the Products other than at Solar Stik’s premises, Customer shall be liable to pay all Solar Stik’s charges and duties in respect of carriage, freight, packaging, customs, and insurance.
3.3. Payment for Products shall be made by the Customer within 30 days from the date of the invoice or as otherwise agreed between Solar Stik and the Customer. Unless otherwise stated, Solar Stik’s prices do not include sales, use, excise, or any other duties, including all export and import fees and port handling fees. All taxes of any kind levied by any federal, state, municipal, or other governmental authority which Solar Stik is required to collect or pay with respect to the sale or shipment of Goods sold hereunder (excluding only income taxes imposed on the net income of Solar Stik) shall be the responsibility of Customer. Customer agrees to pay all such taxes and to reimburse Solar Stik for any such payments made by Solar Stik.
3.4. Any past due Invoice shall, from the date due, be subject to a finance charge equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. Additionally, Customer shall be responsible for all collection costs, court costs, and reasonable attorneys’ fees (where allowed by law) in connection with the recovery of any delinquent accounts.
3.5. If, in Solar Stik’s opinion, the credit of Customer becomes impaired, Solar Stik may, at its sole option, suspend performance of its obligations to Customer until such time as Solar Stik has received full payment or satisfactory security for deliveries of Products made and is satisfied as to Customer’s credit for future deliveries.
4.1. All Products will be suitably packed for shipment in accordance with Solar Stik’s standard, unless otherwise requested by the Customer and agreed to in writing by Solar Stik.
4.2. Solar Stik shall do its best to comply with the delivery date specified in the Purchase Order acknowledged and/or in the Offer. Partial delivery shall be permitted. Delays shall, in no case, justify the cancellation of the Purchase Order. Solar Stik shall not be responsible for delays in delivery or performance due to causes beyond its reasonable control, including Force Majeure as defined in Section 13. If performance by Solar Stik is delayed by reason thereof, Solar Stik shall notify Customer, and the time for performance shall be extended for the period of such contingency. If, as a result of any such contingency, Solar Stik is unable to perform any accepted Purchase Order in whole or in part, then to the extent it is unable to perform, such Purchase Order shall be deemed terminated without liability to either party, but shall remain in effect as to the unaffected portion thereof, if any.
4.3. Delivery takes place in accordance with Ex Works Incoterms 2010 at Solar Stik’s facilities or as otherwise agreed in writing between the parties.
4.4. It is agreed between Solar Stik and Customer the Products are shipped at the Customer’s risk even if the shipping is done at Solar Stik’s expense. Customer shall then take all necessary precautions including insurance to cover these risks.
4.5. The Customer shall perform a visual inspection at the receipt of the Products and notify Solar Stik of any reservations within 24 hours.
4.6. Should Customer postpone delivery of any Products, Customer will be required to pay to Solar Stik the invoice at the due date and 1% of the Purchase Order price per week for the Products’ storage at Solar Stik premises. Should
Customer postpone delivery of any Products more than 12 weeks from the scheduled delivery date, Solar Stik shall have the right to deliver the
Products and to invoice accordingly.
5. RETENTION OF TITLE
5.1. Solar Stik retains full ownership of the Products until full payment of the selling price has been received.
5.2. Notwithstanding Solar Stik’s retention of title, the risks related to the Products (including the risk of loss or destruction) shall pass to the Customer in accordance with Section 4.3 above.
5.3. Until full payment of the price, the Products are identified as Solar Stik’s property.
5.4. Solar Stik reserves the right to reclaim the Products if the selling price is unpaid at the due date, and Customer undertakes to return the Product on Solar Stik’s first demand and bear all related expenses.
6. RETURN MATERIAL AUTHORIZATION
If Customer believes a Product is defective, it must obtain a Return Material Authorization (RMA) number from Solar Stik prior to shipment of such Product back to Solar Stik. The RMA number must appear on all packages returned to Solar Stik and be referred to in all related correspondence. Return shipment of the Product for which damages are claimed shall be at Customer’s expense, and such Products shall not be returned, repaired, or discarded without Solar Stik’s written consent. Returned Products will be subject to inspection and final determination as to whether or not any adjustment is due. If the inspection shows the warranty for the Product is breached, the provision of Section 7 will apply. Solar Stik advises that Customer order recommended spares and maintenance parts, especially for critical OCONUS operations. Otherwise Customer may experience system downtime during the return and inspection of non-working components.
7.1. Solar Stik warrants, unless otherwise agreed to between buyer and seller (Solar Stik Inc), for a period of one year from Solar Stik’s delivery of such Products, the Products shall be free from defects in materials and workmanship and shall conform to the contractual specifications or to specification sheet of the Product. This warranty does not cover defects or failure caused by improper handling, storage, maintenance, or repair or by any modification, misconnection, abuse, abnormal use of such Products (inter alia overloading or overcharging) or use not complying with Solar Stik’s user manual provisions if any.
7.2. Warranty claims must be made to Solar Stik immediately after discovering the defect and within the warranty period or are forever waived.
7.3. The foregoing warranty is exclusive of any other warranties, express, implied or statutory. In particular, this warranty shall not apply to failure arising from defect in design when the design has been completed in part by the Customer or a third party. Unless otherwise agreed, the warranty shall not apply to the compliance of Products to Customer’s needs. Should the Products warranty be breached, Customer’s exclusive remedy against Solar Stik, and Solar Stik’s sole obligation, shall be limited to, at Solar Stik’s option, repairing or replacing the defective Products.
7.4. The Product shall be considered defective if the failure may be duplicated by Solar Stik, it being understood nonconformity shall be determined by reference to the contractual specifications applicable to the allegedly defective Products.
8.1. Unless otherwise agreed in writing, all prices are exclusive of any installation or service Customer may require.
8.2. If Solar Stik is required to install the Products supplied hereunder at the Customer’s premises, Solar Stik shall be under no liability whatsoever for damage incurred by the Customer, caused by Solar Stik, its agents or subcontractors in installing the Products or for any consequential damages or purely financial loss howsoever caused.
9. INSPECTION & TESTS
9.1. Tests on the Products specified in the Offer will be performed by Solar Stik at its facilities.
9.2. If Customer requires tests other than those specified in the Offer, or if Customer requires the specified tests be carried out in the presence of its representatives, Customer shall pay for the cost of those tests and any other associated costs.
10.1. In no event shall Solar Stik have any liability for damages in an amount exceeding the purchase price of the related defective Products.
10.2. Solar Stik shall not have any liability for incidental, indirect, or consequential damages arising out of or relating to the Purchase Order or the Products, including but not limited to loss of profit or revenue, loss of business opportunity, or anticipated saving.
10.3. Unless otherwise agreed in writing with the Customer, Solar Stik shall not be liable for damages arising from the integration or the use of Products in a system or equipment (the “System”), on the design of which Solar Stik has no control. In such case, the Customer is solely liable for the System quality and reliability, as well as for any necessary security device and shall indemnify Solar Stik against any demand, claim, action, decision, loss, or damage arising from the use of the System which incorporates the Products.
11. INTELLECTUAL PROPERTY
11.1. Any and all intellectual property rights related to or in connection with the Products (including any designs, drawings, specifications, test results, technical descriptions, catalogue, brochures, manuals, and other data, submitted with or in connection with Solar Stik’s Offer or resulting from the performance of the Purchase Order by Solar Stik) is the property of Solar Stik. No license is granted by Solar Stik on the Products under these Terms and Conditions.
11.2. The Customer shall refrain from infringing upon Solar Stik’s intellectual property rights (as defined Section 11.1) and shall not destructively test, disassemble, radiograph, reverse engineer, or otherwise analyze any Products without Solar Stik’s prior written consent.
11.3. In the event Products are developed and/or manufactured in accordance with plans, drawings, and specifications provided by the Customer, the Customer shall hold harmless Solar Stik against any and all claims and damages resulting from alleged or actual infringement of any industrial or intellectual property rights of a third party.
11.4. Customer shall promptly notify Solar Stik of any intellectual property claim related to the Products and shall give Solar Stik any assistance and information requested by Solar Stik for the defense of such intellectual property claim.
11.5. Unless otherwise agreed in writing, specific tooling designed and produced to manufacture Products designed by Solar Stik according to Customer’s specifications shall remain Solar Stik’s exclusive property.
Any information, data, and know-how disclosed by Solar Stik shall at all times be treated by the Customer as strictly confidential and shall not without Solar Stik’s prior written consent (i) be used by the Customer for any other purpose than the use of the Product and/or (ii) be communicated to third parties.
13. FORCE MAJEURE
13.1. Force Majeure means any events beyond Parties’ control including without limitation strikes or other labor disturbances; inability to obtain fuel, material, or parts; delays in transportation; repairs to equipment; supplier’s failings; fire; or accident.
13.2. Should either party be prevented from performing its obligations by reason of Force Majeure, then such party shall not be liable for such nonperformance and its obligations shall be suspended for the duration of the Force Majeure event.
14. APPLICABLE LAW AND DISPUTES
These Terms and Conditions shall be governed by the laws of Florida without making reference to its conflict of law provisions. Any action shall be brought by the parties within the exclusive jurisdiction of the State and Federal courts located in the State of Florida. Nothing in this paragraph shall limit the right of Solar Stik to bring proceedings in any other courts of competent jurisdiction to the extent permitted by applicable law.
15. COMPLIANCE AND EXPORT CONTROL
15.1. Customer shall not offer, promise, or give any undue pecuniary, bribes, or other advantage for any reason, whether in dealings with governments or the private sector. Customer will not violate or knowingly permit anyone (including but not limited to its affiliates or employees) to violate any applicable laws, including without limitation anti-corruption laws, such as those of local, state, federal, domestic, or international including but not limited to the provisions of the OECD Convention on combating Bribery of Foreign Public officials in International Business Transactions.
15.2. Customer undertakes the Products shall not be sold directly or indirectly to any country/person if it is in violation of export control or economic sanctions laws or regulations. The Customer shall also ensure its sub-distributors and agents will comply with such laws. Solar Stik shall be excused from performance of any contractual obligation to the extent that such performance is prohibited under any export control or sanctions laws and regulations, without any liability what so ever.
15.3. Customer shall procure that any third parties to whom the products from Solar Stik will be supplied are under the same obligations as set out in this Section 15 such that all third parties down the supply chain, as far as the end-user, are under the same strict compliance obligations.
15.4. Solar Stik may perform unannounced audits at any time to validate whether Customer is in compliance with the provisions of this Compliance and Export Control section.
Depending on the equipment purchased and the Customer’s application, Solar Stik may require the Customer to purchase customized training to be taught by Solar Stik personnel. Customer will be responsible for ongoing training of their personnel on the operation and maintenance of the Solar Stik System. Solar Stik will provide additional training events for the Customer as needed at an agreed upon price.
Solar Stik offers 24 hour technical support. Post system acceptance, training, and documentation delivery, gratuitous engineering support will be limited to four (4) hours per week. Support in excess of four (4) hours related to items deemed non-warranty will be billed to the Customer by Solar Stik. Solar Stik will track support related labor using its Trouble Ticket process. These tickets can be shared with the Customer as documentation / justification of engineering support.
18.1. Modification: Solar Stik reserves the right, at any time, to make any technical improvements of the Products subject to an increase of price.
18.2. Waiver: No failure or delay by Solar Stik or by the Customer in exercising any of its rights under these Terms and Conditions shall operate as a waiver thereof nor shall any single defective or partial exercise thereof preclude any other or further exercise of that or any other right.
18.3. Assignment: The Purchase Order shall not be assigned nor transferred by the Customer without the prior written consent of Solar Stik.
18.4.1 Any modification to the Purchase Order shall be made only in writing and duly signed or acknowledged by Solar Stik and Customer.
18.4.2 Solar Stik can revise these Terms and Conditions without notice to the Customer.
18.5. Nullity: If any provisions of these Terms and Conditions are declared null and void, the validity of the other provisions shall not be affected.