DEFINITIONS AND GENERAL TERMS
1. These General Conditions of Sale (“Conditions) shall apply to every purchase/sale
of products entered into between SOLAR KIT LTD and its clients (“Clients”). The
contracting parties may also be collectively referred to as the “Parties”.
2. Any matters relating to the agreement entered into between SOLAR KIT LTD and the
Client that are not expressly or implicitly defined by the present Conditions, will be
governed by Italian law.
3. Any modification and/or waiver to the present Conditions, relating to their validity ,
must be stipulated or approved in writing; verbal agreements not confirmed in writing
will not be acknowledged by SOLAR KIT LTD.
4. The present Conditions will replace and cancel any other previous agreement
having the same object entered into between SOLAR KIT LTD and the Client.
DEFINITIONS OF THE CONTRACT (order/proforma invoice)
5. The proforma invoice issued by SOLAR KIT LTD is not binding in relation to the
price, quantity, due date and the possibility of delivery. The carrying out of the order is
subject to the clause “excluding items sold or impediment due to force majeure”. It is
in SOLAR KIT LTD’s power to unilaterally cancel the contract and to reduce the supply
without prior notice, in the case of events beyond its control or due to force majeure ,
difficulty in delivery or non-payment on the part of the purchaser.
6. In order to conclude the contract, the Client must unconditionally accept and send
to SOLAR KIT LTD within a reasonable time and not later than 3 (three) days, the offer
received, duly signed (“Proforma invoice”). The Proforma invoice must be sent to SOLAR
KIT via e-mail or fax. The Proforma invoice is subject to the complete
knowledge and unconditional acceptance of the General Conditions of Sale and
Delivery. In the event of a request for the application of subsidized VAT applicable ,
the Client assumes responsibility for any consequences arising therefrom.
7. This Contract shall be deemed to have been concluded and accepted by SOLAR
KIT only if it has been countersigned by SOLAR KIT LTD and copy sent to Client .
The current Contract will be considered concluded at SOLAR KIT LTD’s head office and
the place of delivery of the Product will be SOLAR KIT LTD’s establishment.
8. Should Client, at the conclusion of the Contract, request a variation in quantity ,
quality, size or technical features of the Products, these will be subject to
re-negotiation and in the event of non-agreement the Parties will be bound by the
9. Technical and informative material (documentation, technical data sheets,
complete with configurations and/or projects, drawings, photographs, etc. relating to
the Contract supplied by SOLAR KIT LTD is the sole property of SOLAR KIT LTD and
cannot be used by Client for any purpose other than that for which it was supplied and
may not be duplicated or made public to third parties. Should there be specific
authorization to this end, the use will be subject to clear indication of its source (” SOLAR
10. The Parties agree that in the case where Products are made according to
technical specifications supplied directly by the Client, SOLAR KIT LTD will not be held
liable for the precision of same, or for the duration and performance of the Products
supplied. Anything not expressly indicated by the Client in the technical specification
will then be made according to SOLAR KIT LTD’s discretion and as such accepted by
11. Samples will only have an indicative value: possible differences between the
Product and the sample of same, as well as illustrative material or brochures in the
possession of the Client, may not give rise to any complaint.
12. Delivery will take place, unless otherwise specified, at the Client’s address as
indicated in the Proforma Invoice. SOLAR KIT LTD may carry out partial deliveries, at
different times, even in relation to a single order. The Products are supplied with
standard packaging. All costs for special packaging requested by Client, unless
otherwise agreed upon, will be borne by the Client and will be invoiced separately.
13. The possible delivery date indicated in the Offer is purely indicative and not
binding. SOLAR KIT LTD is authorized to furnish the Product to Client even before the
due date indicated or a part of the Products ordered.
14. SOLAR KIT LTD shall not be held responsible for non-delivery or late delivery caused
by Forwarders and related sub-contractors, control officers, customs and any other
entity not directly managed by SOLAR KIT LTD.
15. Client forfaits the possibility to demand from SOLAR KIT LTD payment of any fines ,
or of any amount relating to claim for damages, in the event of non -delivery or late
delivery of the Product in relation to the date indicated in the Proforma Invoice.
16. If, for any reason attributable to SOLAR KIT LTD, a delay in the delivery of the
Product exceeds 40 days and this has not been communicated in writing by SOLAR
KIT to the Client, the Client will then have the right to terminate the Contract
relative to the late delivery of the Product via written communication (also via telefax)
to SOLAR KIT LTD, ex art. 1456 c.c. in this event, the Client is not entitled to any claim
17. Client undertakes to take delivery of the Product forming part of the Contract, as
soon as same has been made available at the place and according to the date
indicated in the Proforma Invoice, and to take on any likely expenses and indemnities
related to delays in taking delivery of the goods. Where the Client does not proceed in
picking up the goods, or does not put SOLAR KIT LTD in a condition to deliver the
goods, SOLAR KIT LTD shall be entitled, ex art. 1456 c.c. to cancel the Contract. This
event shall not prejudice an action of claim for damages.
18. At the moment of receipt of the Product, Client must inspect the packages and
corresponding quantity and quality as indicated in the accompanying Delivery
Note/Invoice (CMR, invoice or bill of lading in the case of carrier). In case of obvious
damage to the packages or missing packages, the Client must sign the Delivery.
Note/Invoice reserving his right (a bill of lading in the case of carrier), indicating in
detail the damage or the missing goods and communicating same without undue
delay to SOLAR KIT LTD via fax, within 48 (forty-eight) hours of receipt of the goods. In
case of nonconformity and/or discrepancies and/or anomalies found subsequent to
receipt of the goods, it is the onus of the Client to communicate same to SOLAR
KIT via fax within 8 (eight) days of receipt of the goods, after which time the
Client shall be deemed to have accepted the goods and shall not be entitled to make
any claims against SOLAR KIT LTD
19. In derogation of art. 1464 c.c. in the event that the Products are not or will not be
easily available on the market, the Client forfaits the right to withdraw from the
Contract and will be obliged to perform payment of what supplied in the agreed terms ,
without the right to a reduction in price or claim for damages of any type.
20. Return of Products, substitutions or possible cancellations, even partial, will only
be accepted by prior authorization in writing by SOLAR KIT LTD; in this event, unless
otherwise agreed upon, costs of transport shall be borne by Client.
21. The goods will be delivered only if the total amount of the order has been paid ,
unless otherwise agreed upon by the Parties. The authorization for collecting the
goods will only be given by SOLAR KIT LTD office; the Client is not authorized to
perform any personal action if not previously agreed upon with SOLAR KIT LTD office .
The goods which are entirely paid for and authorized for collection or delivery, must
leave SOLAR KIT LTD’s warehouse within 7 days from notification. In the event that
collection or departure takes place after this date, a 1% fine on the invoiced amount
will be calculated for each week that passes after authorization for collection.
RETENTION OF TITLE
22. SOLAR KIT LTD reserves title and ownership of the Product until payment in full of
the amount due has been received as per the subsequent clauses. The retention of
title is valid up to the cashing in of bank wires or checks in favour of SOLAR KIT LTD .
In the event of non-payment on the part of the Client, in whole or in part, of the
amount indicated in the contract, SOLAR KIT LTD will have the right, according to law ,
to take possession of the Product, without prejudice to any other right.
23. The Client will pay to SOLAR KIT LTD the amount due as indicated in the Proforma
Invoice on due date and according to the conditions stipulated. In the event of
payment of a deposit being agreed upon, delivery cannot take place without prior
payment of said deposit.
24. Unless otherwise agreed to in writing or as a result of that previously established
between the Parties, the payment of the total due or of any other amount due by
Client, will be made on due date and according to the payment method agreed to (via
T/T advanced bank wire payment to SOLAR KIT LTD’s bank account, unless otherwise
25. The prices of the Products exclude VAT, insurance and transportation costs, or
anything else not expressly provided for in the Contract. It is understood that when
transportation is done through a carrier appointed by SOLAR KIT LTD, the cost thereof
will be charged to Client.
26. In the event of partial payment of the amount due, it will be in SOLAR KIT LTD’s
power to charge the amounts received according to its own discretion and
independently from any possible indications furnished by Client on its application, and
to cover one or more of the amounts due to the goods supplied rather than to interest
27. SOLAR KIT LTD, according to its indisputable judgment, may refuse to proceed
with the supply of the Product if Client has previously defaulted, if he is a registered
defaulter or subject to executive proceedings, if he files a motion or is subject to
insolvency proceedings in his capacity as owner or legal representative of the
company, for technical-organizational or for any other reasons on the basis of which
SOLAR KIT LTD considers it inconvenient to conclude the Contract. Such refusal will
be communicated via fax or via e-mail to the electronic address indicated by Client in
28. For late payment SOLAR KIT LTD, without prior notice and without prejudice to any
other right, will apply interest according to the measures provided for in the
Legislative Decree n. 231/2002, implemented by Directive 2000/35/CE “relative to the
control of late payments in commercial transactions”.
29. Potential repeated delays or constant irregularities in payment on the part of
Client, will give SOLAR KIT LTD the right to suspend or interrupt the delivery of the
goods ordered, without prejudice to SOLAR KIT LTD’s right to a claim for financial loss ,
direct or indirect.
30. When SOLAR KIT LTD has reason to believe that Client is not able to or does not
intend to pay for the Product on the due date stipulated, SOLAR KIT LTD may at any
time suspend or cancel the order, modify the payment conditions, if according to its
indisputable judgment Client’s solvency conditions are questionable or may bind the
delivery of the Product to adequate payment guarantees (e.g. bank guarantee, bank
draft, promissory note or guarantee agreement, etc.). In the event of instalment
payment conditions granted to Client, these will automatically be cancelled if Client
fails to pay two consecutive instalments.
31. Client may not suspend, in part or in whole, the payment of the amount due
agreed upon, in the event that SOLAR KIT LTD does not fulfil its obligations.
32. Unless otherwise agreed upon by the Parties, the payment terms granted by SOLAR
KIT are the following: advanced payment by bank transfer upon notification of
goods being ready for delivery.
33. In the event that goods are not ready for delivery, a 30% deposit by bank transfer
is requested upon signature and acceptance of the order, the credit of which bank
wire must be received within 3 days for wires from Italy and 5 days for wires from
abroad, after the document has been countersigned and accepted by SOLAR KIT LTD,
unless otherwise agreed upon by the Parties. Settlement of 70% of the order shall be
paid within 3 days of notification of goods being available. This clause does not apply
to supply agreements regulated by a separate sales agreement which is signed and
accepted by both Parties. When scheduled orders are to be collected at SOLAR KIT’s warehouse, the balance shall be credited to SOLAR KIT LTD’s bank account
prior to the arrival of the goods. In the absence of same, SOLAR KIT LTD reserves the
right to postpone delivery to the next available lot (not allocated to other ongoing
orders). Should Client not settle within 3 days for wires from Italy and 5 days for wires
from abroad from the notification of goods being available, SOLAR KIT LTD reserves
the right to cancel the order and retain the deposit as compensation for damages.
OBLIGATIONS RELATED TO PRIVACY
34. SOLAR KIT LTD and the Client under take to maintain related information private
and confidential and not to divulge same to Third Parties even after termination of the
effects of the Contract.
35. It is understood between the Parties that SOLAR KIT LTD is a mere supplier of
Products not marked SOLAR KIT LTD and as such assumes no obligations beyond
those stated in the Sales Contract.
36. Except for what is expressly provided for by law, SOLAR KIT LTD cannot be held
responsible for damages of any nature suffered by Client relative to the present
Contract or of the performance foreseen by same.
37. In any event, SOLAR KIT LTD is in no way responsible for damages caused which
are independent of its will, or damages attributable to Client (as per example, an error
in calculation of the system/plant in the event of wind or snow, etc.).
38. Client undertakes to hold SOLAR KIT LTD free from any claim for damages that
might be made against it and free from any prejudicial consequences deriving there
VARIATIONS IN THE CONDITIONS OF SALE
39. SOLAR KIT LTD reserves its right to unilaterally vary or modify at any given time the
conditions indicated in the present Contract, with particular reference to the amounts
due, communicating same via fax or electronic mail.
40. SOLAR KIT LTD declares that the Product, object of the Contract, is immune from
visible defects and/or any non-conformity that makes the product unsuitable for the
use for which it was intended or diminishes its value.
41. Should the Product have defects and/or anomalies and/or malfunctions, and
provided that the Client has communicated same in writing via fax or registered return
letter to SOLAR KIT LTD within the due date of 8 (eight) days from the date on which
Client discovered or should have been aware of such defect or malfunction indicating
the nature and extent of said anomaly in detail, SOLAR KIT LTD may, according to its
own judgment: a) substitute the damaged Product with other suitable product, without
any additional cost to the Client; or: b) repair the damaged Product, without any
additional cost to the Client; or: c) apply a reduction in the amount paid by Client; or:
d) Reimburse Client the price paid for the product not in conformity and subsequently
terminate the Contract in relation to same. In any event, all costs related to transport
and insurance shall be borne by the Client. The Client may not claim any
compensation for losses or loss of profits due to malfunction or defects of the
Products. Any possible restitution of the goods will be accepted only if authorized in
writing by SOLAR KIT LTD.
42. It is understood that any possible claims or disputes will not give the Client the
right to suspend or delay payment of the Products, which are the subject of the
dispute, or of other orders.
43. Should the complaint relating to defects or malfunction be unfounded, the Client
will compensate SOLAR KIT LTD in relation to expenses (expert opinions, costs
relating to evaluation, etc.) Disbursed by SOLAR KIT LTD for the examination of
damages and anomalies to the Products..
44. The warranty does not apply if the Product supplied by SOLAR KIT LTD presents
tampering with and/or unauthorized modification or deriving from mishandling on the
part of the Client and/or unauthorized personnel, where Client does not follow the
instructions supplied by the Producer or by SOLAR KIT LTD, or where the defects are
caused by improper use or storage on the part of the Client.
45. The warranty related to the proper functioning of the Product supplied is generally
subject to a limited period of 12 months from the date delivery to the Client unless
otherwise agreed upon between the Parties. The Client may not under any
circumstances claim further warranties other than those forest by the Civil Code.
46. Client is requested to check that the serial numbers on the Delivery Note / Invoice
correspond to the serial numbers that appear on the modules in his possession. If
there is any discrepancy, Client is requested to communicate same in a timely manner.
47. SOLAR KIT LTD will not be responsible for non-fulfilment of its obligations, where it
can be proven that said non-fulfilment is due to an impediment or event (for example,
fire, war, detention, disturbance in transportation, strikes, halt in production and
defects or delays in delivery on the part of suppliers) that are independent of its
control and which it could not reasonably have foreseen at the moment of conclusion
of the Contract.
48. Where the event or impediment continues to exist for a period longer than 50
(fifty) days, the Party not able to fulfil may terminate the Contract via written
communication (fax, registered return letter) to the other Party who may not expect
any claim for damages or other contractual sanction.
PROTECTION OF PERSONAL DATA
49. Under and according to art.13 of D.Lgs 196/03, the Client declares that he has
been advised of the contents and methods and finality of handling of personal data
and is aware of his rights under art. 7 of D. Lgs. 196/03.
50. By signing the present document, Client allows SOLAR KIT LTD to collect, keep,
utilize and apply the data in its possession for promotional, commercial, book-keeping
and tax purposes necessary for the fulfilment of the Contract. Client authorizes SOLAR KIT to transmit its personal data to qualified third parties in compliance with the
law and/or contracts in connection with and/or deriving from the existing relationship
with SOLAR KIT LTD.
51. Communications. Any communications to be made according to the present
Contract will be deemed valid, where not otherwise provided for, only if in writing to
the addresses indicated in the Offer and those subsequently communicated by the
Parties. For any communication, the form of which is not expressly stated, must be
done via registered return mail.
52. Tolerance. Possible behaviour by Client which is in violation of the conditions set
out in the Contract may be tolerated by SOLAR KIT LTD if made in writing, but said
tolerance, even tacit or for conclusive performance, does not constitute waiver of the
rights deriving from the terms which have been violated nor of the right to demand the
exact fulfilment of all the performances due.
53. Assignment. Only SOLAR KIT LTD has the right to assign the Contract to Third
Parties or the rights deriving there from, such as credits: the Client gives its
immediate consent according to art.1407 c.c.
54. Completeness. The Contract represents the full regulation of the relationship
between the Parties with reference to the object indicated and will substitute any
previous agreement, declaration or commitment between the Parties.
55. Partial Invalidity. Where possible, all expectations of the contract must be
interpreted in a way to be valid and effective, when a term is deemed invalid or
ineffective per se, without invalidating the remaining part of the Contract.
56. References to these conditions, which can be downloaded from
www.solarstreetlightled.com or may be requested via e-mail, fax or letter, are
printed in all SOLAR KIT LTD Contract and Proforma Invoice forms.
57. Court of Jurisdiction. All controversies relating to the Contract, including those
relative to the carrying out and/or interpretation and/or application, even those
originating from actions outside the Contract, shall come under the jurisdiction of the
Court of Udine, even regarding an action or warranty request by Third Parties.