General terms and conditions of sale POwR CONNECT

I – SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of sale constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which SYSTOSOLAR (“The Seller”) provides professional Buyers (“The Buyers or the Buyer”) who request it, via the Seller’s website, by direct contact or via paper media, with photovoltaic solutions (“The Products”).
They apply without restriction or reservation to all sales concluded by the Seller with Buyers of the same category, regardless of any clauses that may appear on the Buyer's documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, to enable them to place an order with the Seller.
Any order for Products implies, on the part of the Buyer, acceptance of these General Terms and Conditions of Sale and the general terms and conditions of use of the Seller's website for electronic orders.
In accordance with current regulations, the Seller reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on negotiations conducted with the Buyer, by establishing Special Terms and Conditions of Sale.
These general terms and conditions of sale are signed at the same time as the customer account is opened.
Placing an order implies the Client's full and unreserved acceptance of these general terms and conditions of sale, without the need to sign them for each order.

II – ORDERS

II – 1 - The information contained in catalogues, notices, price lists and other documents is provided for informational purposes only and is subject to change at any time. It is not binding on the Seller, who reserves the right to make any modifications deemed necessary.

II – 2 - The Buyer's order is deemed perfect and final after its acceptance by the Seller, whether by telephone, email, fax, or otherwise.

II – 3 - Due to the specific nature of certain products and services, the Seller reserves the right to notify the Buyer of specific conditions for the execution of the order.

II – 4 - Unless otherwise stipulated, the products marketed by the Seller are factory direct and are sold as is.

II – 5 - Unless otherwise agreed in writing, each order placed and accepted constitutes an independent contract for immediate execution which does not give the customer any right to renewal.

II – 6 – Any order implies the Buyer’s firm and final acceptance of the general terms and conditions of sale.

For orders placed exclusively online, an order is registered on the Seller's website when the Buyer accepts these General Terms and Conditions of Sale by checking the box provided for this purpose and confirms their order. This confirmation implies acceptance of all of these General Terms and Conditions of Sale and constitutes proof of the sales contract.
Order confirmation and acceptance are sent via email. The data recorded in the Seller's computer system constitutes proof of all transactions concluded with the Buyer.

III – DELIVERY CONDITIONS

III – 1 - Delivery times are provided for informational purposes only and are not guaranteed by the Seller. They will be met to the fullest extent possible. Delays cannot, under any circumstances, justify cancellation of the order, nor the payment of any compensation whatsoever by the Seller.

III – 2 - All events affecting the Seller and its suppliers or service providers, whether or not they constitute the legal characteristics of force majeure or fortuitous event, such as: any work stoppage, lockout, riot, mobilization, war, flood, fire, material accident, epidemic occurring on the premises of the Seller, its suppliers, subcontractors or carriers, total or partial prohibition by administrative, national or international authorities, modification of import or exchange conditions, total or partial shortage of raw materials and/or energy, production limitation, supply disruption and, in general, all circumstances occurring after the conclusion of the sales contract and preventing its execution in whole or in part under normal conditions by the Seller, automatically suspend the Seller's obligations without formality, and its liability is automatically released.

III – 3 – Regardless of the destination of the equipment and the payment terms, delivery is deemed effective upon the equipment being made available at the Seller's warehouses, even in the case of full or partial shipment. The transfer of risk is complete upon this availability.
Regardless of the conditions and arrangements of transport, our goods travel in all circumstances and notwithstanding any clause to the contrary, at the exclusive risk and peril of the Buyer.

III – 4 - Loading and all related operations are in all circumstances under the sole initiative and responsibility of the person operating the vehicle.

III – 5 - By express agreement, unloading at the delivery location is ensured exclusively by and under the responsibility of the Buyer, regardless of the participation given to the unloading operations by the driver of the Seller's company or by the driver of the carrier chosen by the Seller.

III – 6 – Upon receipt of the products, the Buyer is required to verify their conformity with the order and the absence of any apparent defects.

III – 7 - No claim relating to the conformity of the products or to an apparent defect can be accepted after the departure of the driver if it is not mentioned on the delivery note.

III – 8 – In the event of delivery not conforming to the order, the goods in question must be returned to the Seller by the Buyer in the condition in which they were supplied. The Seller's liability will be as provided below in Article VI.

III – 9 – The Seller's deliveries are made subject to the manufacturers' tolerances regarding quantities, dimensions, thicknesses, and quality characteristics, which the Buyer accepts at its own risk. The Seller shall not be responsible for the intended use and/or specific conditions of use of the goods unless such constraints have been specified in writing in the order.

IV – PRICE AND PAYMENT TERMS

IV – 1 – The prices listed in the Seller's price lists, as well as those communicated by its representatives, are not considered final. Unless otherwise agreed in writing, the Seller's prices are those in effect on the date of delivery. They may be subject to a price revision clause. The Seller's prices are always quoted excluding services.
The Seller's prices are net, excluding taxes, ex-works, and packaging. They do not include transport, which remains the responsibility of the Buyer.
The Seller's invoices are increased, in respect of the administrative cost of preparing the invoicing documents and the transport costs, by an amount designated under the name "Fees".
Special pricing conditions may apply depending on the Buyer's specific requirements, particularly regarding delivery methods and times, or payment terms and conditions (a deposit may be required depending on the circumstances and/or the Buyer's creditworthiness). The Seller will then send the Buyer a specific commercial offer.

IV – 2 - The Seller's invoices are payable at its Head Office or to a representative of the latter.

IV – 3 - Unless otherwise stipulated in the Special Conditions of Sale, the Seller's invoices are payable within 30 days net of the invoice date.

IV – 4 – Any change in the Buyer's financial or economic situation may, at any time, depending on the risks incurred or potential and/or the guarantee provided by a credit insurance company, or commercial and financial information, lead to a modification of the credit limit and an adjustment of payment terms and methods, even after partial execution of orders. Furthermore, in the event of non-payment by the due date or failure to comply with any of the conditions included herein, we reserve the right to terminate all future business relations with the customer.

IV – 5 – Any payment is considered complete upon actual receipt of the sums paid by the Buyer.

The following payment methods can be used:

• Via secure bank transfers

• By bank cards: Visa, MasterCard, other debit/credit cards

• By bank check

• By bill of exchange statement (LCR)

If paying by bank check, it must be drawn on a bank located in metropolitan France or Monaco. The check will be deposited immediately.

IV – 6- Failure to pay an invoice by the day following the due date results in the following consequences:

-Suspension of the execution and delivery of all current orders, by operation of law,

-Acceleration of the term for all outstanding bills and cancellation of any discounts, all by operation of law.

-A penalty of 14.00% will be applied from the day following the due date until the day of actual and full payment, subject to all other rights and remedies.

These penalties will be automatically due without prior notice, in addition to the fixed compensation of €40 for recovery costs stipulated in Article L.441-6 of the French Commercial Code. Any postponement of the due date or any unilateral modification of the payment terms without the Seller's prior written consent will result in the same legal action by the Seller as non-payment of any installment. Discount terms are specified on the invoice.

IV – 7 – Payment by promissory note is only permitted to the Buyer if expressly stipulated by the parties and stated on the invoice. Even in this case, if the promissory note has not reached the Seller within thirty (30) days of the invoice date, the Seller may issue a bill of exchange, which the Buyer is obligated to accept in accordance with the conditions set forth in paragraphs 8 and 9 of Article L. 511-15 of the French Commercial Code. Any stipulation to the contrary shall be deemed null and void. Failure to return a bill of exchange within the statutory period may result in the suspension of the execution and delivery of all pending orders, the parties agreeing to the contractual indivisibility of the bill.

IV – 8 – The sale will be cancelled at the Seller's discretion, by registered letter with acknowledgment of receipt, in the event of non-compliance by the Buyer with any of these general terms and conditions of sale or the specific terms and conditions of sale, eight (8) days after a formal notice by registered letter with acknowledgment of receipt has remained wholly or partially unheeded during this period. The goods sold must be returned to the Seller by the Buyer upon first request, at the Buyer's expense and risk. Any deposits paid will remain with the Seller as liquidated damages and without prejudice to any other rights and remedies.

IV – 9 - In the event of recovery by legal proceedings, the sums due to the Seller will automatically be increased by 15% as a penalty, excluding all duties and taxes.

IV – 10 – No payment may be subject to set-off at the initiative of the Buyer, without the prior written agreement of the Seller.

V – RETENTION OF TITLE CLAUSE

V – 1 – Regardless of the destination of the equipment and the terms of sale and delivery, and notwithstanding any stipulations to the contrary, the Seller retains full ownership of the equipment until the Buyer has fulfilled all its obligations, and specifically until full payment of the price, including principal, taxes, and any related charges. Until that date, the delivered equipment will be considered as held in trust, and the Buyer will bear the risk of any damage the equipment may sustain or cause for any reason whatsoever, including force majeure or unforeseen circumstances, from the moment of shipment from the Seller's factory or warehouse.

V – 2 – The Seller retains ownership of the delivered goods until all outstanding debts owed to it by the Buyer arising from the business relationship have been recovered. If a current account records all transactions between the Seller and the Buyer, the retention of title will remain in effect until the balance of that account has been paid in full.

V – 3 - In the event of intervention by a third party, in particular in the event of seizure of the purchased equipment, or in the event of any infringement of the Seller's rights by third parties, the Buyer undertakes to notify the Seller by registered letter, indicating the cost of the intervention to remedy it, especially in the event of legal proceedings.

V – 4 – During the retention of title period, the Buyer must insure the equipment against unlimited third-party liability and all risks, for an amount equal to its total value, with a reputable and solvent insurance company, and must provide proof of such insurance to the Seller upon first request. Insurance contracts entered into by the Buyer during the retention of title period must expressly refer to the Seller's ownership rights and must remain in effect until full payment for the equipment has been received. The insurance company may only terminate these insurance contracts after formally demanding that we perform our obligations in place of the Buyer. Any benefits received from an insurance settlement in the event of a loss must be used in full for the repair of the purchased product. In the event of total loss of the product following a loss, the insurance settlement will be retained by us, without prejudice to any recourse against the Buyer.

V – 5 – The Seller may, without losing any of its other rights, invoke the operation of this retention of title clause eight calendar days after a formal notice by registered letter with acknowledgment of receipt addressed to the Buyer and which has remained wholly or partly without effect during this period, in the event of non-performance by the Buyer of any of its obligations.

V – 6 – The Buyer is authorized to resell the equipment subject to retention of title only to the extent that the claim arising from this resale is transferred to the Seller. The Buyer must inform the Seller of this transfer. To this end, the Buyer undertakes to provide us with the identity of the purchasers of our goods, whether processed or not, as well as the amount of the price remaining due from each of them, and to provide the relevant documentation. The Buyer's total claim, including any ancillary rights arising from a resale of the equipment acquired under retention of title, is immediately transferred to us as security for all our claims.
The Buyer undertakes to keep the goods sold in such a way that they are always identifiable and cannot be confused with others.

V – 7 – During the term of the retention of title clause, any modification, transformation, or alteration of the goods is prohibited. If the Buyer violates this prohibition, the Seller shall, after formal notice by letter, be authorized to repossess the goods still in the Buyer's possession.

V – 8 - The Buyer agrees to bear all litigation costs as well as all legal and judicial costs related to any claim.

V – 9 - The Buyer has the right to use the equipment sold, as is, within the normal course of business. In the event of wear and tear caused by this use, all repair costs will be borne by the Buyer, who hereby agrees to this.

VI – QUALITY - GUARANTEE

VI – 1 - Any apparent defect is automatically covered by the unconditional acceptance of the goods.

VI – 2 – As the Seller and the Buyer are professionals in the same field, the Seller's warranty claim against hidden defects is limited to defects that appear within six (6) months of the delivery date, provided that the Buyer notifies the Seller by registered letter with acknowledgment of receipt within seven (7) calendar days of discovering the defect. The Buyer is responsible for providing proof of the date of discovery of the defect. Failure to comply with these conditions will preclude the Buyer from invoking the warranty against hidden defects against the Seller.

VI – 3 - Any defect inherent in the material only obliges the Seller to replace the goods, to the exclusion of any participation in any damages that may be suffered, direct and/or indirect.

VI – 4 – In the event of any defect or fault whatsoever, the Seller is entirely free to take any further action, including repair or replacement. The Buyer who fails to comply will bear sole responsibility for the financial and other consequences of their actions.

VII – EXCLUSIONS OF LIABILITY

VII – 1 – The choice of goods (their characteristics, quality, etc.) rests exclusively with the Buyer, as the Seller is not always in a position to assess or judge the suitability of the Buyer's choice. The Seller shall under no circumstances be held liable for design or manufacturing errors in the goods delivered, nor for their intended use by the Buyer, unless the Buyer has provided the Seller with clear and unambiguous written instructions and specifications, as well as any special requirements, along with the order.

VII – 2 The Seller shall not be held liable for any damage or deterioration resulting from improper assembly, improper installation, incorrect commissioning, improper use of the products or resulting from abnormal storage conditions.

VIII - PERSONAL DATA

The personal data collected from Buyers is processed electronically by the Seller. It is recorded in the Seller's customer file and is essential for processing orders. This information and personal data are also retained for security purposes and to comply with legal and regulatory obligations. They will be kept for as long as necessary to fulfill orders and any applicable warranties.

The data controller is the Seller. Access to personal data will be strictly limited to the data controller's employees who are authorized to process it as part of their duties. The information collected may be shared with third parties contractually bound to the company for the performance of outsourced tasks, without requiring the Buyer's consent.

In the course of performing their services, third parties have only limited access to the data and are obligated to use it in accordance with applicable data protection laws. Except as stated above, the Seller is prohibited from selling, renting, transferring, or granting access to the data to third parties without the Buyer's prior consent, unless legally required to do so.

If the data is to be transferred outside the EU, the Buyer will be informed and the guarantees taken to secure the data (for example, the external provider's adherence to the "Privacy Shield", adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.

In accordance with applicable regulations, the Buyer has the right to access, rectify, erase, and transfer their personal data, as well as the right to object to its processing for legitimate reasons. These rights can be exercised by contacting the data controller at the following postal or email address: contact@powr.group

In the event of a complaint, the Buyer may submit a complaint to the National Commission for Information Technology and Freedoms.

IX - UNFORESEEN CIRCUMSTANCES

In the event of unforeseen changes in circumstances at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party which did not agree to assume a risk of excessively onerous performance may request a renegotiation of the contract from its co-contractor.

However, if the change in circumstances unforeseen at the time of the conclusion of the contract was permanent or lasted beyond 2 months, the present contract would be purely and simply terminated according to the terms defined in the article "Termination for Unforeseen Circumstances".

X – TERMINATION OF CONTRACT

RESOLUTION DUE TO UNFORESEEN CIRCUMSTANCES

In the event of refusal or failure to renegotiate by either Party, as provided for in Article IX herein, they agree that the contract shall be automatically terminated. Any deposit received shall be refunded.

RESOLUTION DUE TO FORCE MAJEURE

See article III-2

TERMINATION FOR BREACH OF OBLIGATIONS BY ONE PARTY

See article IV-8

XI – APPLICABLE LAW AND JURISDICTION

French law alone governs the Seller's sales, expressly excluding the Vienna Convention on the International Sale of Goods and excluding any conflict of laws rules or other rules that may lead to the application of any provisions other than French law.

The Commercial Court of Nantes shall have sole jurisdiction in the event of any dispute whatsoever, regardless of the terms of sale, the method and place of payment agreed or applied, even in the case of a third-party claim or multiple plaintiffs or defendants. Our Company, however, reserves the right to bring an action before any court in the jurisdiction where the goods arrive at the Buyer's premises or where the Buyer's registered office is located.

XII - BUYER'S ACCEPTANCE

These general terms and conditions of sale, as well as the attached rates and schedules concerning discounts and rebates, are expressly agreed to and accepted by the Buyer, who declares and acknowledges having full knowledge thereof, and therefore waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase.