1. Scope of Application

1.1 Governing Terms

All deliveries, services, and transactions conducted by GE4A Group B.V. (“GE4A”) are exclusively governed by these Terms and Conditions.

1.2 Exclusion of Conflicting Terms

Any general terms and conditions of contracting parties, purchasers, or customers that conflict with or deviate from these Terms are hereby explicitly rejected.

1.3 Amendments

Modifications to these Terms, including ancillary agreements, require written confirmation by GE4A to attain legal validity.

2. Offers and Contract Formation

2.1 Non-Binding Offers

All offers, quotations, and technical specifications issued by GE4A are non-binding and subject to change unless expressly confirmed in writing.

2.2 Technical Modifications

GE4A reserves the right to implement reasonable technical modifications or improvements to components, including adjustments due to advancements in renewable energy technologies.

2.3 Order Acceptance

Purchase orders become valid only upon written confirmation by GE4A. Verbal assurances or supplementary agreements by employees are not binding unless ratified in writing.

2.4 Documentation

Drawings, illustrations, or performance data provided by GE4A serve as general references and are non-binding unless explicitly incorporated into the contract.

3. Pricing and Payment

3.1 Validity of Quotes

Price quotations remain valid for 7 days from issuance. Prices in order confirmations apply thereafter, plus VAT, customs duties, and regulatory fees.

3.2 Used Solar Panels

For refurbished PV panels, prices may adjust to reflect market fluctuations if delivery occurs more than 30 days post-quotation.

3.3 Cost Structure

• Material Sales: EXW (Ex Works) or CIF (Cost, Insurance, Freight) terms apply.
• Full PV Systems: Prices include standard packaging; additional charges apply for assembly, shipping, and handling.

4. Delivery and Performance

4.1 Delivery Deadlines

Agreed delivery dates are binding only if confirmed in writing.

4.2 Force Majeure

GE4A is exempt from liability for delays caused by unforeseeable events, including strikes, governmental interventions, supply chain disruptions, or natural disasters. In such cases, GE4A may extend deadlines or cancel unfulfilled contract portions.

4.3 Termination Rights

If delays exceed 3 months, the purchaser may withdraw from the contract after granting a reasonable grace period. No compensation claims arise from such cancellations.

4.4 Partial Deliveries

GE4A reserves the right to deliver goods or render services in partial installments at its discretion.

4.5 Customer Cooperation

Timely fulfillment of the purchaser’s obligations (e.g., site preparation, documentation) is a prerequisite for GE4A’s performance.

5. Customer Responsibilities

5.1 Site Requirements

The purchaser must ensure:

• Certified structural integrity to support PV systems.
• Compliance with lightning protection standards.
• Paved access roads and unobstructed site entry.

5.2 Maintenance

Annual professional servicing of PV systems is mandatory. Unauthorized modifications void warranty claims.

6. Retention of Title

6.1 Ownership

GE4A retains full ownership of delivered goods until all outstanding payments (including ancillary costs) are settled.

6.2 Resale and Processing

The purchaser may resell goods in the ordinary course of business but must assign resulting claims to GE4A as collateral. Processing or combining goods grants GE4A proportional co-ownership.

6.3 Default Remedies

In case of payment default, GE4A may reclaim goods at the purchaser’s expense and demand immediate repayment of debts.

7. Risk Transfer

7.1 Material Sales

Risk transfers to the purchaser upon handover to the carrier or departure from GE4A’s warehouse.

7.2 Full PV Systems

Risk transfers upon delivery to the construction site.

8. Warranty and Defects

8.1 Warranty Period

Defect claims must be submitted within 24 months of delivery. Cosmetic flaws in refurbished panels are excluded.

8.2 Notification

Defects must be reported in writing within 7 days of discovery.

8.3 Remedies

GE4A may repair or replace defective goods. If remedies fail, the purchaser may request a price reduction or withdraw from the contract for material defects.

8.4 Exclusions

Warranty voids if:

• Operating instructions are disregarded.
• Unauthorized modifications or non-approved components are used.

9. Payment Terms

9.1 Due Date

Invoices are payable within 2 days of issuance, without deductions.

9.2 Default Interest

Late payments incur interest at 8% above the base rate or the prevailing bank rate.

9.3 Credit Security

GE4A may demand advance payments or collateral if the purchaser’s creditworthiness is in doubt.

10. Acceptance

10.1 Handover Process

Acceptance occurs upon delivery or system commissioning. Failure to inspect within 14 days constitutes deemed acceptance.

11. Sustainability Commitment

11.1 End-of-Life Returns

GE4A reclaims and recycles all solar panels it manufactures or refurbishes, provided they are returned intact (with cables/frames) to a designated site within 50 km.

12. Liability

12.1 Limitations

GE4A is liable only for:

• Intent or gross negligence.
• Breaches of fundamental contractual obligations (capped at foreseeable damages).
• Personal injury, fraud, or statutory product liability claims.

12.2 Exclusions

No liability applies for lost profits, indirect damages, or third-party claims.

13. Legal Provisions

13.1 Governing Law

Dutch law governs these Terms, excluding the CISG.

13.2 Jurisdiction

Disputes shall be resolved exclusively in The Hague District Court.

13.3 Salvatorian Clause

If any provision is invalid, the remaining Terms remain enforceable. Parties agree to replace invalid clauses with lawful alternatives reflecting the original intent.

GE4A Group B.V. – Empowering Sustainable Energy Solutions

Effective: February 21, 2025