DATE: December 1st 2021
Unless agreed otherwise in the Purchase Agreement, the sales of the goods
(hereinafter called only as the “Goods”) between Solarity s.r.o., with its
registered office in Prague 6 - Dejvice, at Vostrovská 787/45,
Postcode: 160 00, Id. No.: 241 62 167, entered in the
Commercial Register kept by the Municipal Court in Prague, Section C, Inset
184409 (hereinafter called only as the “Solarity”) and buyer (hereinafter called
only as the “Buyer”) are governed by following terms and conditions:
1. Entering into a contract
1.1. Individual specified deliveries of the Goods shall be carried out in
accordance with the Buyer’s orders confirmed by the Solarity; the aspects which
the parties shall define in the orders include, but are not limited to (i) the
requested type and quantity of the Goods, (ii) price of the Goods, (iii) price
of delivery of the Goods, (iv) place of delivery and (v) type and price of
financing. The orders shall be made in writing by mail or electronically by an
on-line tool or by e-mail.
On the basis of the order the Solarity shall
issue a pro forma invoice (PI) or advance invoice(s) which shall be delivered to
The agreement between the parties is entered into as of the
date when the Buyer accepts the invoice and confirms its acceptance by signing
and (i) sending the signed version or (ii) confirming by email or (iii) by
online tool back to the Solarity or at the moment when the Buyer pays the
invoiced amount to the Solarity´s account.
As of that moment, the Buyer
is obliged to pay the Purchase Price under the agreed conditions. In case of
breaching this obligation, the Buyer is obliged to pay a contractual fine in the
amount of 10 % of the Purchase Price to the Solarity.
If the Buyer
doesn’t confirm the acceptance of the order in the term specified in PI after
the receipt of PI or/and advance invoices, the Solarity is entitled to cancel
the order and reservation of the Goods.
The Solarity is entitled to
refuse the order due to operational reasons, on the basis of which the Purchase
Agreement shall cease to exist. In such case the Solarity shall return the
Purchase Price to the Buyer within five days from the cessation of existence of
the Purchase Agreement.
2. Purchase Price and Terms of Payment
2.1. The price for individual deliveries of the Goods shall be determined
by the Solarity’s offer valid at the moment when the Buyer makes the order. The
Solarity’s current price list including financing pricelist is either available
at the https://shop.solarity.cz/cs website or it may also be sent to the Buyer
upon request. The Solarity may re-invoice costs related to the transportations
and insurance of the Goods, the customs declaration, costs for potential
financial services, or any other charges and taxes arising from the nature of
the delivery as specified in the pro forma invoice.
2.2. The purchase price for the deliveries of the Goods shall be payable as
agreed in the PI. The Purchase Price shall be payable in advance, i.e. before
the delivery of the Goods, to the bank account of the Solarity under the
conditions specified by the Solarity in the pro forma invoice. Any bank fees
related to the transaction shall be borne by the Buyer.
2.3. In case the purchase Price of the Goods (stipulated by the
Manufacturer), the transport costs, or any other input costs of the Seller
increase after the conclusion of the Purchase Contract, the Seller is entitled
to unilaterally increase the Purchase Price of the Goods within the extent of
such cost increase provided that this measure is duly justified and documented
to the Buyer. The Buyer has the right to reject this increase within three
working days. If they fail to do so, the increased Purchase Price is binding. If
the Buyer rejects the increase of the Purchase Price, Solarity has the right to
either deliver the Goods under the originally agreed conditions or to withdraw
from the Purchase Contract.
2.4. Subject to the consent of the Solarity which shall not be unreasonably
denied by the Solarity, the Buyer is entitled to pay the Purchase Price by means
of letter of credit or other financial products (escrow, cash collection etc.),
which shall secure the claim of the Solarity for the payment of the Purchase
Price upon delivery of the Goods. The terms shall be stipulated in writing in a
specific Purchase Agreement entered into between the Parties, wherein the
precise terms of payment of the Purchase Price by means of the selected payment
method shall be specified. Any fees related to the transaction shall be the
expense of the Buyer and thus be borne by the Buyer.
2.5. The invoices/tax documents shall be delivered to the Buyer in
electronic form to the company email address defined in order or to such other
address as the Buyer may have notified in writing to the Solarity for such
2.6. In the event of a delay in the payment of any part of the Purchase
Price, the Buyer is obliged to pay a contractual penalty amounting to 0.25% of
the Outstanding amount per each calendar day of such delay. The Buyer's right to
claim damages shall not be affected hereby.
2.7. In the event of a delay in the payment of any part of the Purchase
Price, the Solarity has the right to withdraw from Purchase Agreement. In case
that the Solarity withdraws from the Purchase Agreement due to the delay in the
payment of any part of the Purchase Price, the Buyer is obliged to pay to the
Solarity the cancelation fee in the amount of 10 % of the total Purchase Price
in accordance with the given Purchase Agreement. The Solarity´s right to claim
damages and contractual penalty according to the Purchase Agreement, if any,
shall not be affected hereby.
2.8. In the event of a delay in the payment of any part of the Purchase
Price (including the advance payment) or with the Goods collection, the extra
costs (such as additional storage or transportation fees) may be incurred by the
Solarity. The Buyer is obliged to pay any of such extra costs to the Solarity
upon request. If Buyer is not able to collect the Goods within the stipulated
term, the Solarity is entitled to sell the Goods and keep 10 % of the total
Purchase Price plus the sum corresponding to all expenses and costs which
incurred to the Solarity in connection with the transaction.
2.9. The Buyer may purchase the Goods from the Solarity by means of credit,
i.e. the Purchase Price, or its part, for the Goods shall be paid by the Buyer
only upon the delivery of the Goods, provided that he fulfills all the
conditions set by the Solarity for this paying method in the separate document.
The Buyer is always entitled to refuse the payment of the Purchase Price by
means of credit. The Buyer shall always be entitled to refuse the payment of the
Purchase Price by means of credit.
3. Delivery of Goods
3.1. The Solarity shall deliver the Goods in accordance with INCOTERMS 2010
• one of the warehouses of the Solarity;
• or to another place as requested by the Buyer.
Details of delivery will be stipulated between the Parties and confirmed in
3.2. Subject to timely payment, the Goods shall be delivered to the Buyer
within the deadline agreed by the parties. In the absence of any explicit
agreement on the delivery time, the Goods shall be delivered without unnecessary
delay. Should the Solarity not be able to meet the agreed delivery time, it
shall inform the Buyer thereof immediately in writing or by e-mail, and shall
state the reason for the delay and its expected length. The Solarity is not
obliged to pay any damages or contractual penalty to the Buyer if the delay is
caused by shipping company or manufacturer or spot check by custom or other
Force Majeure. Solarity will make every reasonable effort to deliver the
Shipment according to regular delivery schedules, but these schedules are not
binding and do not form part of the contract.
3.3. The Buyer is obliged to confirm to the Solarity or to a carrier
authorized by the Solarity the delivery of the Goods after they have been
received. If requested so by the Solarity, such a confirmation shall be made in
writing. Furthermore, the Buyer agrees to confirm the receipt of the Goods at
the place of delivery and on the designated date on the delivery note issued for
each delivery of the Goods, and send it to the Solarity in writing or by e-mail
within 10 days of the receipt of the Goods. Should the Buyer fail to fulfil this
condition, the Solarity may, together with the purchase price, charge VAT in
accordance with valid legal regulations. Unless the Buyer submits a complaint in
writing to the Solarity that the Goods were not delivered within 5 calendar
days of the agreed delivery date, the Goods shall be deemed to have been
delivered and accepted by the Buyer.
3.4. Title to the Goods shall remain vested in the Solarity and shall not
pass to the Buyer until the purchase price for the Goods has been paid in full
and received by the Solarity. In case that the Buyer is in delay with payment of
the Purchase Price, the Solarity has right to take over and detain the Goods.
4. Goods Inspection and Liability for Defects
4.1. The Buyer is obliged and agrees to inspect and check the Goods and its
functionality without unnecessary delay after their delivery. The Buyer shall
notify the Solarity of any defects to the Goods within 5 calendar days after
• the Buyer ascertained the defects or the defect manifested
itself for the first time,
• the Buyer could have ascertained the defects during the
inspection which it was obliged to carry out during the handover of the Goods
under this Article hereof, if employing due professional care,
• the defects could have been ascertained if employing due
professional care, but not later than 12 months after the delivery of the Goods,
or until the end of the warranty period if such warranty was granted.
If the Buyer fails to notify the Solarity of the defect in time, the
Buyer’s rights arising from the defects to the Goods towards the Solarity
expire. If defects to the Goods are ascertained during the receipt of the Goods
from the carrier, the Buyer is obliged to draw up a report on the damage to the
Goods caused during its transportation, and provide such a report to the
Solarity. The Buyer shall also notify the manufacturer of the Goods of the
occurrence of defects and the exercise of rights arising from the liability for
defects to the Goods without unnecessary delay; the related claims shall be
enforced directly against the manufacturer.
4.2. If the claim arising from liability for defects has the form of
purchase price reduction, the Solarity’s liability shall be limited by the
acquisition price of the Goods. By entering into the purchase contract with the
Solarity, the Buyer expressly waives its right towards the Solarity to any
possible damages related to the use of the Goods, or, as the case may be, to the
liability for defects to the Goods, in the extent surpassing the purchase price
of the Goods. Such a limitation of the liability for damage shall not apply to
intentionally caused damage.
4.3. Neither of the Parties shall be liable to the other Party for any
indirect, unforeseeable or consequential damage arising from the breach of
purchase contract, including, but not limited to, limitation of profit or
income, loss of business opportunities, loss of production or reputation,
regardless of the nature of the claim, even if the party has been informed of
the possibility of such damage.
5.1. Unless otherwise provided by legal regulations or agreed otherwise with the Buyer in the concluded contract, the Buyer has no right to return the purchased Goods.
5.2 Within the Customer Support, Solarity may (but is not obliged to) agree to the return of Goods purchased from Solarity if the following conditions are met:
a) the Buyer has no outstanding debts vis-a-vis Solarity;
b) the Buyer requests the return of the Goods within two weeks as of the date of delivery;
c) the purchase price of the returned Goods shall not exceed EUR 5,000 excluding VAT;
d) the returned Goods are undamaged, unpacked and unpolluted; i.e. they are returned in the same condition as when they were delivered;
e) the Buyer has ordered goods with the value of at least EUR 50,000 excluding VAT from Solarity in the past or in the current calendar year, or such an order is presumed;
5.3 Where Solarity agrees to be returned the purchased Goods, the Buyer is entitled to a refund of 90 % of the original Purchase price upon return of the Goods, 10 % is an administration fee. If the Customer is entitled to purchase goods in the SILVER / GOLD / PLATINUM category, no administration fee is charged. Shipping of the returned Goods to Solarity and any other extra costs shall be paid by the Buyer. Solarity shall have the right to inspect the returned Goods prior to their acceptance in order to verify the condition of the Goods. If the condition of the Goods is inadequate, Solarity may refuse to accept them.
6. Termination of the Purchase Agreement
6.1. If the Buyer materially or repeatedly breaches the Purchase Agreement
which was agreed according to these conditions, or if there are reasons of
operational or organizational nature on the Solarity’s part, the Solarity may
terminate the Purchase Agreement by notice in writing or by e-mail; the notice
is effective as of the date of its delivery to the Buyer. Material breach of
this Agreement shall include, but not be limited to, the Buyer’s delay in paying
the purchase price. For reasons of operational or organizational nature, the
Solarity may also terminate by notice any of the purchase agreements entered
into under these conditions.
7.1. The terms and conditions agreed in the Purchase Agreement are deemed
to be confidential. Neither of the parties may not disclose or make otherwise
available to any third person any information on the terms and conditions, the
subject and performance of the Purchase Agreement and any other information on
negotiations relating to the Purchase Agreement and the other party and to use
them for its own needs at variance with the purpose of such information without
the prior written consent of the concerned Party, except for information
disclosed by the Parties on the basis of a statutory obligation. The exemption
from the confidentiality obligation pursuant to the preceding sentence shall
also apply to information disclosed:
• to consultants of the parties that are bound by similar
confidentiality obligations, and/or
• employees of the competent governmental authorities and
courts if the disclosure is required by legal regulations or otherwise
justifiably requested, and/or
• if the information has already been disclosed by the
relevant party or has become publicly known without breach of obligations by any
• persons related to the party if such a disclosure is
required in order to fulfil the obligations of the party following from the
• by the Solarity, to the factoring company or to the company
executing the insurance of the Solarity´s claims or information disclosed due to
similar operational reasons.
8.1. Any documents or notices between parties which require a written form
shall be sent either through e-mail or through a postal license holder by
registered mail to the contact addresses stated in the order or to such other
address as such party may have notified in writing to the other for such
purpose. The documents are deemed to be delivered on the actual date of their
delivery to the addressee unless the first attempt of the postman to deliver the
document was not successful. In such a case, the document is deemed to be
delivered on the date of the first unsuccessful attempt of the postman to
deliver it. The Buyer agrees that any legal dealings arising from the Purchase
Agreement can be done and delivered in an electronic form (e.g. an invoice, a
letter in pdf form) to the e-mail address stated in order or to such other
address as such party may have notified in writing to the other for such purpose
and such document is deemed to be duly delivered.
8.2. If any of the parties changes its registered office or correspondence
address, such a party is obliged to notify the other party without unnecessary
delay of the change and the new correspondence address and/or new registered
office. Until that occurs, delivery to the original address remains in force.
8.3. Orders for the Goods sent between the Solarity and the Buyer and their
confirmations may also be made by e-mail in accordance with Article 7.1.
9. Force Majeure
9.1. Solarity shall be entitled to suspend performance of its obligations
under the Purchase Agreement to the extent that such performance is prevented or
hindered by Force Majeure. Force Majeure shall include, without limitation, acts
of God, acts of any governmental or super-national authority, unavailability of
raw material, war or national emergency, break-down of plant or machinery, acts
of terrorism, riots, civil commotion, strike or other labour disturbance, fire,
explosion, flood and epidemic and any other unspecified, unforeseen and
uncontrollable events comprehended in the term ‘force majeure’.
9.2. Solarity affirming to be affected by an event of Force Majeure shall
notify the in writing within 5 calendar days of such event occurring,
identifying the event that has occurred, the date upon which the event has
prevented or hindered that Solarity from performing its obligations and its best
estimate of the date or dates upon which it will be able to resume performance
of its obligations. Both Parties shall use reasonable endeavors to mitigate the
effect of such event.
10. Governing Law and Dispute Settlement
10.1. The Purchase Agreement agreed according to these terms and conditions
shall be governed by the law of the Czech Republic.
10.2. Any dispute, controversy or claim arising out of or relating to the
Purchase Agreement, including the validity, invalidity, breach or termination
thereof, shall be heard by Czech courts.
11. Final Provisions
11.1. The Buyer may not assign and/or transfer in any other way any
receivables or claims under the Purchase Agreement to third persons without
Solarity’s express consent. The provisions of this Paragraph shall not be
affected by the cancellation of the Purchase Agreement or withdrawal from this
Purchase Agreement by any of the parties. Under no condition is the Buyer
entitled to unilaterally set off his obligation to pay the purchase price and he
is obliged to pay the purchase price on the due date without exception.
11.2. None of the Buyer’s obligations towards the Solarity may be performed
by a unilateral set-off of any Buyer’s receivables against Solarity’s
11.3. The Purchase Agreement may be modified only in writing, by means of
consecutively numbered amendments duly executed by both parties.
11.4. The Buyer is obliged without delay inform in written the Solarity in
• any bankruptcy or enforcement proceeding was initiated
• the Buyer is in the state of bankruptcy or is not able to
duly fulfil any of his obligations arising from Purchase Agreement;
• the Buyer started the procedure of the company liquidation
or sells his enterprise or makes any other significant changes in his company.
If any of above described situations occurs, the Solarity has right to
withdraw from Purchase Agreement.
11.5. Should any deadline, term, condition, or provision of this document
(i.e. these terms and conditions) be declared invalid, ineffective or
unenforceable by a court of law, the other provisions of this document shall
remain fully valid and effective and shall in no way be affected, prejudiced or
rendered invalid. The Parties agree to replace such an invalid or unenforceable
provision by some other contractual arrangement in the sense of this document
that is valid, effective and enforceable.