ARTICLE 1 – SCOPE OF APPLICATION
1.1.The present General Terms and Conditions of Sale (GTCS) concern the sale and distribution of products intended for the production of energy using photovoltaic technology, by GREEN POWER TECHNOLOGIE to its customers, foreign companies.
1.2.The General Terms and Conditions of Sale prevail over any general or special agreement relating to the cat included in the customer’s various documents.
1.3.The GCS may be supplemented by special terms and conditions (SPC). In the event of contradiction between the GTC and the SC, the latter shall prevail.
1.4.Placing an order with GREEN POWER TECHNOLOGIE implies acceptance of these GTCS.
1.5 All other documents distributed by GREEN POWER TECHNOLOGIE, such as catalogs, prospectuses, advertisements, notices, studies carried out free of charge, are for information purposes only. They have no contractual value.
ARTICLE 2 – ORDERS
2.1.Placing orders: all orders must be placed in writing. To be valid, the order form must include the following information: full identity of the customer, products ordered, negotiated purchase price, volume, date and place of delivery. All orders become final only after acceptance by GREEN POWER TECHNOLOGIE. Upon receipt of the order, GREEN POWER TECHNOLOGIE will acknowledge receipt within one week. Acknowledgement of receipt constitutes firm and final acceptance and formalization of the order.
If the customer does not receive an acknowledgement of receipt within one week, the order will not be accepted by GREEN POWER TECHNOLOGIE.
2.2 GREEN POWER TECHNOLOGIE reserves the right to refuse an order from a customer whose solvency is not established, an abnormally high order just before a price change, or an order that GREEN POWER TECHNOLOGIE is unable to honour.
2.3 All orders automatically imply acceptance of the General Terms and Conditions and, where applicable, any special conditions negotiated with the customer.
2.4. After 24 hours from GREEN POWER TECHNOLOGIE’s acceptance of the order, any modification shall be subject to GREEN POWER TECHNOLOGIE’s express written agreement.
Cancellation of any order accepted by GREEN POWER TECHNOLOGIE after 24 hours from acceptance by GREEN POWER TECHNOLOGIE shall oblige the customer to compensate GREEN POWER TECHNOLOGIE for any damage resulting therefrom.
ARTICLE 3 – PRICES
3.1.Prices: the prices of products sold by GREEN POWER TECHNOLOGIE are fixed by the price list in force on the day of the order. Prices are exclusive of tax and do not include discounts, rebates or discounts. They are expressed in euros (€), plus postage and packing, whether delivery is global or split. Prices are ex-warehouse GREEN POWER TECHNOLOGIE.
3.2.GREEN POWER TECHNOLOGIE may inform its customers of recommended resale prices, particularly for new products. Such communication in no way affects the customer’s freedom to decide on his resale prices and the fact that he assumes full responsibility for them.
3.3.Price revision: GREEN POWER TECHNOLOGIE is obliged to revise its prices regularly. In the event that the market price of any material or component intended for the manufacture or delivery of the Products should increase by five percent (5%) or more, compared to the price agreed upon at the date of the order, it is agreed that GREEN POWER TECHNOLOGIE is entitled to adjust the Prices on the basis of this price increase.
3.4.Special discount conditions may be granted to the customer, but are in no case systematized. They correspond to specific offers.
3.5.Special discount conditions granted to the customer may be terminated at any time, subject to one month’s notice, in the event of non-payment of a single invoice due, eight days after formal notice has remained unsuccessful.
ARTICLE 4 – TERMS OF PAYMENT
4.1.Invoices are payable in full at the time of order, from the date of invoice issue. Exceptional conditions may be offered by GREEN POWER TECHNOLOGIE, on terms negotiated with the customer, as part of a stable and ongoing commercial relationship.
4.2.In the event of payment by bill of exchange or LCR, the latter must be returned to GREEN POWER TECHNOLOGIE no later than 8 days after the date of issue of the invoice.
4.3.Only the actual cashing of cheques, bills of exchange or LCRs and the transfer are considered as payment within the meaning of the present GCS.
4.4.Any sum not paid on the due date will give rise to the payment by the customer of penalties equal to three times the legal interest rate. These penalties are payable ipso jure and will be automatically debited from the customer’s account. In the event of payment by instalments accepted by GREEN POWER TECHNOLOGIE, non-payment of a single instalment will result in immediate payment of the entire debt, without prior formal notice. Any invoice recovered by the legal department will be increased by a fixed indemnity set at three times the amount of the invoice due. The customer will also be billed for all costs incurred in recovering the debt.
4.5 Under no circumstances may payments be suspended or offset in any way whatsoever without the prior written consent of GREEN POWER TECHNOLOGIE. Any partial payment shall be applied first to the unsecured part of the claim and then to the amounts that are due the earliest.
ARTICLE 5 – DELIVERIES
5.1.Delivery times: delivery times are indicative. They depend in particular on the full development of technical issues and the availability of carriers. Unforeseen, extraordinary events or events beyond GREEN POWER TECHNOLOGIE’s control, such as production stoppages, shortages of equipment, raw materials or labour, may give rise to a proportional extension of delivery times, through no fault of GREEN POWER TECHNOLOGIE.
5.2.Risk and transport: deliveries are made in accordance with Incoterm 2020 EXW Parc d’Activité Sud, Zone Ecoparc, 53410 La Gravelle, FRANCE. Transport is at the customer’s risk. The transfer of risks for the products sold takes place when the products are made available in GREEN POWER TECHNOLOGIE’s warehouse. The customer undertakes to take delivery within ten days of notification of product availability. In the event of failure to take possession within this period, and unless otherwise agreed, GREEN POWER TECHNOLOGIE shall be entitled to consider the sale unilaterally terminated by the customer. GREEN POWER TECHNOLOGIE cannot be held responsible for events occurring during transport, in particular in the event of destruction, damage, loss or theft of the products.
At the customer’s request, and subject to GREEN POWER TECHNOLOGIE’s express written acceptance, GREEN POWER TECHNOLOGIE may transport the products at its own risk and expense.
5.3 Receipt: Upon receipt of the products by the customer, a visual check of the conformity of the order is carried out. The customer undertakes to check the conformity of the order (number of products delivered, condition of packaging), and to report any damage to the carrier in writing. The customer may also detail the damage and take photos of the delivery for the attention of GREEN POWER TECHNOLOGIE.
Any product that has not been the subject of reservations by registered letter with acknowledgement of receipt within three days of receipt from the carrier, in accordance with Article L. 133-3 of the French Commercial Code, and a copy of which shall be sent simultaneously to GREEN POWER TECHNOLOGIE, shall be deemed to have been accepted by the customer.
In the event of return of goods for reasons not attributable to GREEN POWER TECHNOLOGIE, the goods shall travel at the customer’s risk until their arrival at GREEN POWER TECHNOLOGIE’s warehouse.
The customer’s unconditional acceptance of the products covers any visible defects or missing products in relation to the order. Any claim relating to deterioration or shortage of the products delivered must be made in writing, in whatever form, to GREEN POWER TECHNOLOGIE, within ten days of receipt of the goods. It is the customer’s responsibility to provide proof of any defects.
Under no circumstances shall the customer’s complaint suspend his obligation to pay the price. No goods may be returned without the prior written consent of GREEN POWER TECHNOLOGIE in any form whatsoever. Non-conforming products shall be transported only by the carrier chosen by GREEN POWER TECHNOLOGIE and at its expense if the defects are approved by GREEN POWER TECHNOLOGIE.
Damaged products can only be replaced. The customer shall not be entitled to claim any compensation or to cancel the order.
To guarantee the performance and durability of GREEN POWER TECHNOLOGIE products, storage in accordance with the specifications (available in Huawei user manuals and conditions of use) is imperative. GREEN POWER TECHNOLOGIE declines all responsibility in the event of non-compliance with these guidelines.
5.4.Suspension of deliveries: in the event of non-payment in full of a due invoice, after formal notice has remained without effect for 48 hours, GREEN POWER TECHNO LOGIE reserves the right to suspend all current and/or future deliveries.
5.5.In the event that the CUSTOMER informs GREEN POWER TECHNOLOGIE of a suspension before the initially scheduled delivery date, storage penalties will be applied in the amount of 2% of the amount of the undelivered products per calendar week of delay. The penalties will be invoiced to the CLIENT, who must pay them within 45 days of receipt of the invoice. These penalties are not final.
ARTICLE 6 – FORCE MAJEURE
6.1 Neither party may be held liable for breach of any of its contractual obligations if such breach is caused by an event of force majeure corresponding to an impediment beyond the control of the parties, which could not reasonably have been foreseen at the time the order was placed and which renders the performance of the obligations impossible or so exorbitant that it is reasonable in the circumstances to consider it impossible. It is expressly agreed that, in addition to the cases generally accepted by jurisprudence, the following are considered to be cases of force majeure: exceptional bad weather, natural disasters such as earthquakes, floods, fires, lightning; strikes, lock-outs or other union actions; explosions, attacks, wars, military operations, civil unrest, riots, embargoes imposed as part of economic sanctions programs.
6.2 The party affected by force majeure undertakes to inform the other party in writing as soon as possible of the occurrence of the case of force majeure. The occurrence of a case of force majeure may suspend all or part of the respective obligations of the parties in the performance of the contract until normal conditions of supply of the service are re-established. In general, the parties undertake to use all necessary and reasonable means to put an end to the disruption which has temporarily interrupted the service and to minimize the consequences of the force majeure event on the contract. In the event of suspension, the duration of the suspension will be extended by a period equivalent to the period of suspension due to force majeure. If the suspension exceeds a period of one month, the committee may be terminated ipso jure at the initiative of either party by simple notification to the other party. The parties will then be released from their commitments, without any compensation being due by either party.
ARTICLE 7 – RETENTION OF TITLE
7.1 The transfer of ownership of the goods delivered to the customer will take place only after full payment of the agreed price, in principal and accessory, even in the event of the granting of payment deadlines. In the event of non-payment on the due date, GREEN POWER TECHNOLOGIE may repossess the goods and terminate the contract.
7.2 The customer must insure the goods sold against any risk of damage or loss at his own expense and must be able to prove this insurance at GREEN POWER TECHNOLOGIE’s request.
7.3 The customer is entitled to resell the goods delivered in the normal course of business, but may neither pledge them nor transfer ownership of them by way of security. In the event of resale, the purchaser undertakes to inform GREEN POWER TECHNOLOGIE immediately in order to enable it to exercise its right to claim the price against the third party purchaser.
ARTICLE 8 – WARRANTY – LIABILITY
8.1.No action for non-conformity may be brought by the customer more than six months after delivery of the products. After this period, no legal action for non-conformity will be admissible. Nor may such non-conformity be invoked as a counterclaim in defense of a claim for payment by GREEN POWER TECHNOLOGIE.
8.2.Under the warranty against hidden defects, GREEN POWER TECHNOLOGIE is only obliged to repair or replace defective goods free of charge, without the customer being able to claim damages, whatever the reason.
8.3.GREEN POWER TECHNOLOGIE is not liable for damage or wear resulting from special, abnormal or non-conforming adaptation or assembly of the products decided unilaterally by the customer, without the agreement of GREEN POWER TECHNOLOGIE. GREEN POWER
TECHNOLOGIE shall not be liable for any deterioration or malfunction resulting from abnormal use of the goods.
8.4.GREEN POWER TECHNOLOGIE’s commercial warranty is limited to six months from the date of supply or receipt of the products. The warranty automatically ceases at the end of this period.
ARTICLE 9 – INTELLECTUAL PROPERTY
9.1GREEN POWER TECHNOLOGIE is the owner of its trademark and of all intellectual property rights it holds. GREEN POWER TECHNOLOGIE authorizes the customer to communicate on the GREEN POWER TECHNOLOGIE brand strictly within the scope of the GTCS. This right includes :
– The use of the GREEN POWER TECHNOLOGIE brand and logo is reserved for the marketing of GREEN POWER TECHNOLOGIE products.
9.2 The parties may communicate on the partnership internally and externally, subject to systematic express written approval by the party concerned.
GREEN POWER TECHNOLOGIE will take legal action against any use that does not comply with the principles set out in the GTCS.
The customer undertakes to protect the brand image of GREEN POWER TECHNOLOGIE. In all circumstances, the customer is not authorized to denigrate the brands, nor the image of GREEN POWER TECHNOLOGIE.
ARTICLE 10 – CONFIDENTIALITY
10.1.The term “confidential information” means any information, whatever its nature, purpose, form, medium and/or content, such as, in particular, any strategic or financial data, know-how, specifications, drawings, processes, plans, software, databases, technical or commercial elements, relating to the contract, products and/or goods, (i) communicated by one party to the other by any means whatsoever, and/or (ii) of which the parties have become aware during discussions prior to or subsequent to the effective date of the contract, directly or indirectly, orally or by any other means of transmission.
10.2.Any information which has fallen into the public domain (other than, directly or indirectly, as a result of an infringement committed by such other party) or which has been disclosed or required by a regulatory or judicial authority is not defined in the contract as confidential information.
10.3.The party receiving the confidential information undertakes not to reveal any confidential information to third parties and to keep secret any confidential information of any kind exchanged, collected or arising in the course of the present agreement;
to use the confidential information only for the performance of the obligations set out in the contract, and not to use it for any other purpose, commercial or otherwise, without the prior written consent of the issuing party. In this context, the recipient :
– Undertakes to take all technical and organizational measures, in particular material measures, to ensure the preservation and integrity of the documents and information processed for the duration of the contract.
– Limit the distribution of confidential information to members of its staff and/or persons involved in the execution of the Contract. Such persons have been informed of the confidential nature of the information and have undertaken to comply with the terms of these GTCS and/or, where applicable, have signed a confidentiality agreement containing provisions at least as binding as those set out in these GTCS.
Notwithstanding the foregoing, either party may communicate confidential information:
– To any official authority, governmental authority, administration with the express written authorization of the other party;
– If the confidential information was available to the public at the time of its communication by the other party, or if it fell into the public domain after such communication;
– if publication was imposed by the application of a mandatory legal or regulatory provision, a final court decision or an enforceable arbitration award.
In general, the parties undertake not to communicate, for the duration of the Contract and for a period of ten (10) years after its termination for any reason whatsoever, in any form whatsoever and for any purpose whatsoever, all such confidential information, and undertake to ensure that all their employees, agents and any subcontractors comply with this obligation.
ARTICLE 11 – INFORMATION TECHNOLOGY AND CIVIL LIBERTIES
11.1.The “General Regulation on Personal Data” (RGPD) refers to the regulations applicable to the use of personal data, and in particular Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms and any regulations intended to supplement or replace it, in particular, Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
11.2.Personal data is any information relating to an identified or identifiable person. An identifiable person is one who can be identified directly or indirectly, in particular by reference to an identifier or to one or more factors specific to his or her identity.
11.3.Each Party undertakes to comply with the GDPR and to enable the other Party to comply with its own obligations. In this respect, each country undertakes in particular to implement, at its own expense, the obligations incumbent upon it under the regulations relating to personal data and to ensure that they are respected by any person to whom it gives access to all or part of the said data.
ARTICLE 12 – ETHICS AND COMPLIANCE
GREEN POWER TECHNOLOGIE is committed to integrity and responsibility in the conduct of its business and expects its partners to share these principles. Accordingly, the customer represents and warrants that it will comply with all applicable national and international rules of ethical and responsible behavior and standards, including those relating to anti-corruption, economic and trade sanctions and restrictive measures (asset freezes, embargoes and export controls), human rights, environmental protection, sustainable development, labor law, competition law and export controls. These provisions are essential. Any violation of these provisions will result in (i) suspension of delivery of the products, (ii) cancellation of the order.
ARTICLE 13 – CHOICE OF DOMICILE – JURISDICTION
13.1.GREEN POWER TECHNOLOGIE elects domicile at its registered office.
13.2.Any dispute that may arise between GREEN POWER TECHNOLOGIE and the customer relating to the present terms and conditions, their interpretation, their execution and the sales contracts concluded, or the payment of the price, shall be brought before the competent courts of RENNES.
ARTICLE 14 – WAIVER AND APPLICABLE LAW
14.1.The fact that GREEN POWER TECHNOLOGIE does not avail itself at a given time of any of the clauses herein shall not constitute a waiver of its right to avail itself at a later date of these same clauses, nor of the other clauses of the GTCS.
14.2.Any question relating to these GTCS and the sales they govern which is not dealt with herein shall be governed by French law, to the exclusion of any other law.