1 Purpose of these General Terms and Conditions of Sale
1.1 These General Terms and Conditions of Sale ("Terms") apply to all deliveries of products and services ("Products") from Table Trading S.L. or its Affiliates (each of which is refereed to as "833 Solar") to any customer ("Customer). In these Terms "Affiliate" shall mean an entity directly or indirectly controlled by Table Trading S.L. whether by shares or voting right.
1.2 No terms and conditions other then the Terms shall be binding upon 833 Solar and Customer unless agreed in writing by 833 Solar and Customer. All terms and conditions contained in any prior communication which are different from or in addition to the Terms shall not be binding on 833 Solar unless otherwise expressly agreed in writing by 833 Solar and Customer.
2. Confirmation of Order
2.1 833 Solar shall not be deemed to have accepted a purchase order until written, including electronic, confirmation of the oder from 833 Solar is received by Customer or 833 Solar has received written, timely and unconditional acceptance from Customer of 833 Solar's quotation.
3. Terms of Delivery
3.1 The Products are delivered EXW from, at 833 Solar's option, any of 833 Solar's factories or places of business. Failing special instructions, 833 Solar has the right to dispatch the Products to Customer at the risk and expense of Customer by a transport method chose by 833 Solar.
3.2 EXW shall be interpreted in accordance with the Incoterms valid on the time of acceptance of the purchase order or quotation.
4. Delays
4.1 If 833 Solar does not deliver at the agreed time, Customer is entitled to request delivery time in writing. 833 Solar will fix a final, reasonable time limit for delivery. If delivery is not made within this time limit, Customer is entitled to rescind the agreement of sale.
5. Prices
5.1 Prices for Products are exclusive of VAT and/or other taxes or duties.
5.2 833 Solar reserves the right to adjust prices for non-delivered Products in the event of alterations in rates of exchange, variations in cost of materials sub-suppliers' price increases, changes in wages, state requisition or similar conditions over which 833 Solar has no or limited control.
6. Terms of Payment
6.1 Standard payment term is a 20% deposit on order and the remaining balance (80%) at least five days before delivery. From due date an interest rate of the lesser of 2% per month or higher rate allowable under law will be payable. The risk of changes in foreign exchange rates for currencies other than EUR is borne by the Buyer in case of overdue payments.
7. Retention of Title
7.1 Delivered Products remain the property of 833 Solar until corresponding invoices are fully paid by the Customer. 833 Solar has the right to make a corresponding entry in the registry of retention rights.
8. Group Set-off
8.1 833 Solar and its Affiliates shall be entitled to set of own claims against and withhold payments to Customer in Customer's possible claim agains any of said companies.
9 Product Information
9.1 Any information - irrespective of derivation from 833 Solar or a 833 Solar business contact - including, but not limited to information on weight, dimensions, capacity or any other technical data in catalogues descriptions, advertisement, etc. shall be considered informative, and are only binding if and to the extend, explicit reference on this is made in offer and/or order confirmation. Specific demands from the Customer are only binding if and to the extent they have been confirmed by 833 Solar in writing.
10. Proprietary Information and Confidentiality
10.1 Any non-public information, including but not limited to, prices, drawings, descriptions and any technical documents which 833 Solar has made or may make available to Customer ("Confidential Information") shall remain the property of 833 Solar and shall be treated as confidential by Customer and its representatives and must not, without the written consent of 833 Solar, be copied, reproduced, or transferred to third parties or be used by other purposes than those intended when the Confidential Information was made available. Confidential Information shall be returned upon 833 Solar's request.
11. Alterations
11.1 833 Solar reserved the right to make alterations to the Products, which do not materially affect agreed specifications or the Products' form, fit or function, without notice.
12. Product Liability
12.1 833 Solar shall not be liable for any damage to real property or chattels caused by the Product after it has been delivered and whilst it is in the possession of Customer. Nor shall 833 Solar be liable for any damage to products manufactured by Customer or to products of which Customer's products form a part.
12.2 If 833 Solar incurs liability towards any third party for such damage as described in the preceding paragraph, Customer shall indemnify, defend and hold 833 Solar harmless.
12.3 Customer shall indemnify and hold 833 Solar harmless for all claims arising from damage resulting from the use or operation of the Products because of the improper repair, maintenance or operation of the Products by Customer, the failure of the Customer to adequately train personnel in the operation of the Products, Customer's failure to comply with applicable laws or regulations or otherwise.
12.4 If a claim for damage as described in this clause is lodged by a third party against either 833 Solar or Customer, the respondent party shall immediately inform the other party thereof in writing. Customer shall be obliged to let itself to summoned to the court or arbitral tribunal examining claims for damages lodged agains 833 Solar on basis of damage allegedly caused by the Product.
13. Secondary Damage
13.1 833 Solar shall not be liable to Customer for any of the following types of loss or damage arising under or in relation to a purchase agreement governed by these Terms: 1) any loss of profit, business, contracts, anticipated savings, goodwill, or revenue; or 2) any loss or corruption of data; or 3) any indirect or consequential loss or damage whatsoever; even if 833 Solar was advised in advance of the possibility of such loss or damage.
14. Notice of Claims
14.1 Claims or complains as to defects and/or delay in delivery of the Products or other claims shall be submitted in writing by Customer to 833 Solar without undue delay.
15. Intellectual Property Rights
15.1 Customer obtains not rights in form of license, patent, copyright, trademark or other proprietary right connected to the Products.
16. Restrain or Resale and Use for Certain Purpose
16.1 833 Solar products are produced for civilian use and Customer is not allowed to use or to resell the Products for the purpose which have any connection to chemical, biological or nuclear weapons or for missiles which are capable of delivering such weapons. Customer is not allowed to sell the Product to persons, companies or any other kind of organization if Customer has knowledge of or suspects that said persons or entities are related to any kind or terrorist or narcotics activities. The Products may be subject to legal regulations and restrictions and may therefore be subject to restriction in case of sale to countries/customers covered by export and import ban. These restrictions shall be observed in case of resale of the Products to such countries/customers.
16.2 Customer is not allowed to resell the Products if there is doubt or suspicion that the Products can be used from the purposes mentioned in the preceding paragraph. If Customer received knowledge of or suspects that the conditions in this clause have been violated, Customer shall immediately inform 833 Solar.
17. Force Majeure
17.1 833 Solar is entitled to cancel or suspend delivery of Products and shall not be liable for any non-delivery, faulty or delayed delivery, which partly or wholly is caused by circumstances beyond 833 Solar's reasonable control.
18. Partial Invalidity
18.1 In one or more of the terms and conditions in these Terms or any part of a term is deemed invalid, unenforceable, illegal or inoperable, the validity, enforceability, legality or operability of all further terms and conditions shall not be affected or diminished thereby.
19. Applicable Law and Disputes
19.1 Unless explicitly agreed upon in writing, and as far as not in conflict with compulsory law, the material provisions of the UN-Convention on Contracts for the International Sales of Good (CISG) apply.
20. Jurisdiction
20.1 Unless explicitly agreed upon in writing, and as far as not in conflict with compulsory law, the exclusive place of jurisdiction for all conflicts with 833 Solar based on contractual, non-contractual and/or other types of claims lies in Murcia, Spain.