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          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 Buyer.

          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 purpose.

          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 to:
              • 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 the PI.

          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. Returns

          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. Confidentiality

          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 party, and/or
              • persons related to the party if such a disclosure is required in order to fulfil the obligations of the party following from the Purchase Agreement.
              • 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. Correspondence

          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 receivables.

          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 case that:
              • any bankruptcy or enforcement proceeding was initiated against Buyer;
              • 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.

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