Foreword

Please read these Conditions before ordering. We sell exclusively to business customers. Keep a copy for your records.

1. About CCL Solar

1.1 Your contracting party is CCL Solar B.V., Oude Hoon 4-6, 3991 CZ Houten, the Netherlands. These Conditions apply to our EU storefront at www.cclsolar.eu, which serves business customers in EU countries without a dedicated CCL country storefront. Customers in the Netherlands and Germany should use their local CCL webshops.

Chamber of Commerce (KvK) number - 70213372

VAT number - NL858195021.B01

EORI Number - NL858195021

2. Definitions

2.1 In these Conditions, Products means the goods you order from us. The following definitions apply:

Business Day: Monday to Friday, excluding public holidays in the Netherlands.

Conditions: these terms and conditions in the version agreed when the Contract is concluded.

Contract: the contract between you and us for the sale and purchase of the Products in accordance with these Conditions.

Specification: the agreed requirements and technical characteristics of the ordered Products, including any expressly agreed plans and drawings.

3. Business customers

3.1 We sell exclusively to customers acting in the course of their trade, business or profession. By ordering, you confirm that you are buying for that business purpose and are authorised to enter into the Contract for the business you represent. We may request evidence of your business status before accepting the order.

4. Contract terms

4.1 These Conditions apply to our supply contracts with you. Any additional or different terms you propose apply only if we expressly accept them. Individually agreed terms take precedence over these Conditions.

4.2 The agreed product description, Specification and any individual agreements determine the type, quantity and characteristics of the Products. Images are for illustration and do not limit agreed characteristics. Applicable legal requirements for conformity with the Contract remain unaffected.

5. Contract formation

5.1 Website product listings are not binding offers. Individual quotations are also non-binding unless expressly stated otherwise. Unless another period is stated, a non-binding quotation may be used to place an order within 20 Business Days of its date. An order based on a non-binding quotation still requires our acceptance.

Website orders

5.2 By submitting an order through our website, you offer to buy the selected Products. The Contract is formed when our acceptance reaches you by email in an Order Confirmation. An automated acknowledgement of receipt is an acceptance only if it expressly confirms that we accept your order.

5.3 The Contract covers the Products accepted in the Order Confirmation. The contract language is English.

Order forms and email orders

5.4 An order form or email order is your offer to buy the specified Products. Please check that your order details and any Specifications you supply are complete and accurate.

5.5 The Contract is formed when our Order Confirmation reaches you in writing, for example by email.

Telephone orders

5.6 A telephone order is your offer to buy the specified Products. The Contract is formed when we expressly accept the order during the call or our subsequent written Order Confirmation reaches you, for example by email.

5.7 The Contract covers only the Products accepted during the call or in the Order Confirmation. These Conditions also apply to telephone orders only where they have been validly incorporated into the Contract.

6. Cancellations

6.1 Cancelling an accepted order by agreement requires our consent. Your statutory rights to end the Contract remain unaffected.

6.2 Send your cancellation request with the order number, preferably by email. We will check whether the order can still be stopped. Your request alone does not end the Contract.

6.3 We tell you about any proposed cancellation costs before you agree to them. These Conditions do not impose a fixed cancellation fee.

Agreed voluntary returns of delivered Products are covered by clause 13. Your rights concerning defective Products are covered by clauses 13 and 14.

7. Availability and delivery

7.1 The delivery period is stated in the Order Confirmation or agreed separately. If no period is agreed, we deliver within a reasonable time after the Contract is concluded. Orders are despatched from Houten, the Netherlands. Allow several working days for EU delivery, depending on the destination, stock availability and transport arrangements. We will notify you without undue delay if an obstacle to delivery becomes apparent.

7.2 We deliver the Products to the location stated in the Order Confirmation or another location agreed with you (Delivery Location).

7.3 Parcels are normally delivered to your door and pallets to the kerbside. We agree for each order whether the carrier unloads the Products or you need to provide suitable unloading equipment and staff. Tell us about access restrictions and special requirements before the Contract is concluded. Free collection from Houten is available by prior appointment. Risk passes as described in clause 8.

7.4 Check your delivery within 15 minutes of receipt for visible damage and missing items. Describe visible damage specifically on the consignment note or delivery receipt before signing and acknowledge receipt subject to that reservation. Take photographs of the affected goods and packaging and notify us promptly, preferably by email with your order number. Contact us immediately if damage is serious or inspection or a damage note is not possible. Statutory rights to refuse delivery remain unaffected. Clause 13.4 covers hidden defects and the consequences of a missed inspection or late notice.

7.5 An expressly agreed binding delivery date remains binding. Other delivery dates are estimates. The consequences of delivery delays depend on the Contract and applicable law. Clause 20 applies to events outside our control and clause 15 to claims for damages.

8. Risk and retention of title

8.1 Risk of accidental loss of or damage to the Products passes to you when they are handed over at the agreed Delivery Location. For collection, risk passes when the Products are handed over at our warehouse. A different delivery term applies only if expressly agreed.

8.2 The Products remain our property until our claims for goods supplied within the business relationship, including related interest and costs, have been paid in full. The validity, extent and effect of this retention of title are determined by the applicable property law.

8.3 Until ownership passes to you, the following rules apply to the Products subject to retention of title:

(a) handle the Products with care and do not pledge them or grant security over them to third parties;

(b) keep the Products separate from other goods where reasonably practicable and identifiable as our property;

(c) preserve markings needed to identify the Products; you may remove packaging where necessary for proper resale or installation;

(d) maintain the Products in proper condition and insure them against usual property risks for their value from the time risk passes to you;

(e) notify us promptly of any seizure or other third-party action affecting the Products, or circumstances that specifically endanger our security rights; and

(f) provide information needed to protect our security rights. You may resell or install the Products in the ordinary course of your business. Any separate security over resale receivables must be agreed and established in accordance with applicable law.

8.4 We may require the return of Products subject to retention of title only where the legal conditions are met, including any required termination of the Contract. This does not authorise us to enter your premises or those of a third party without consent or other lawful authority. Mandatory insolvency rules remain unaffected. At your request, we will release security of our choice if its realisable value exceeds our secured claims by more than 10% on a continuing basis.

9. Prices and payment

9.1 The product prices and delivery charges agreed when the Contract is concluded apply.

9.2 Prices are net of VAT, which is charged where legally payable. Any additional packaging, insurance or transport costs are disclosed before the Contract is concluded. We apply the 0% VAT rate to an intra-Community supply only when all legal conditions and evidence requirements are met.

9.3 Price changes apply to future contracts. Prices and delivery charges already agreed remain unchanged unless we agree a change with you.

9.4 If we identify a pricing error before accepting your order, we will inform you of the correct price. A Contract at a changed price requires your agreement.

9.5 After the Contract is concluded, the consequences of a pricing mistake depend on the applicable legal requirements. These Conditions do not allow us to increase an agreed price unilaterally.

9.6 Unless we have approved credit under clause 10, we despatch the Products after receiving payment in full. Available payment methods are shown during checkout or in our quotation. For bank transfers, use the account details we provide.

9.7 Payment is in euros. Payment in another currency requires our prior agreement.

10. Credit accounts

10.1 If we have approved a credit account, the invoice must be paid in full within 30 days of its date to the bank account we specify, unless another payment period is agreed. If payment is overdue, we may suspend further credit supplies subject to clauses 10.5 and 12.

10.2 For late payment, we charge interest at the statutory rate for commercial transactions under the law applicable to the Contract. A statutory fixed amount of EUR 40 for recovery costs is charged only where the legal conditions are met. Statutory rules on crediting that amount against other recoverable costs remain unaffected.

10.3 If payment is overdue, we may instruct a debt collection agency or lawyer to recover the debt. You pay those costs only to the extent they are recoverable under applicable law. The same costs cannot be recovered twice.

10.4 We may make approval or an increase of a credit limit conditional on separately agreed security. Any guarantee requires a separate agreement with the guarantor and compliance with applicable formalities. These Conditions do not create a personal guarantee by a director, employee or other representative.

10.5 We may withdraw an approved credit limit for future orders that we have not yet accepted by giving 5 days’ written notice, for example by email. We may withdraw it immediately for such orders in particular if:

(a) you breach a material contractual obligation and fail to remedy it after any notice required by law;

(b) separately agreed security ceases to exist or materially loses its protective value;

(c) you are in default on a payment that is due; or

(d) specific circumstances under clause 12 endanger your ability to pay. Measures affecting existing Contracts are governed by clause 12 and applicable law.

11. Set-off and withholding payment

11.1 You may set off claims that are undisputed or established by a final court decision. Claims arising from the same Contract, including claims for defective or incomplete performance, and statutory rights to refuse performance or withhold payment remain unaffected. Other rights of set-off are excluded.

11.2 We may set off our claims against yours only where the legal requirements are met.

12. Payment risk and insolvency

12.1 If it becomes apparent after the Contract is concluded that your inability to perform jeopardises payment, we may suspend further performance and request reasonable security or payment only where the legal conditions are met. We will inform you of the reasons without undue delay. We will resume performance once adequate security is provided or the payment due is made. Any termination is subject to the applicable legal conditions, including any required notice or opportunity to perform. Mandatory insolvency rules remain unaffected.

12.2 The following rules apply when assessing a payment risk and taking measures under clause 12.1:

(a) stopping payments that are due or admitting an inability to pay may establish a specific risk to the payment owed;

(b) negotiations to reschedule debts or reach an arrangement with creditors must be assessed by their actual effect on performance of the Contract;

(c) filing for or opening insolvency proceedings does not give us any right to terminate beyond those permitted by applicable law;

(d) enforcement against substantial assets is relevant only to the extent it specifically endangers payment;

(e) court restrictions on the management of your business or assets must be considered with due regard to the powers of any appointed officeholder;

(f) enforcement of security by third parties must be assessed by its effect on your ability to perform the Contract;

(g) appointing an insolvency practitioner or similar officeholder does not extend our rights beyond the applicable legal limits;

(h) comparable proceedings in other countries are assessed under this clause 12, subject to the mandatory law that applies;

(i) stopping substantial business activities is relevant only to the extent it specifically endangers our claims;

(j) a deterioration in your financial position must be supported by objective facts; a mere suspicion is insufficient; and

(k) agreed payment dates for Products already delivered remain in place unless applicable law provides otherwise. This clause does not automatically accelerate all debts or exclude our liability.

13. Returns and refunds

13.1 Returns for defective, damaged or incorrectly supplied Products are governed by the following provisions and applicable law. We agree voluntary returns of Products without defects separately under clause 13.7.

We coordinate any return with you, taking account of the Products’ size, weight and condition. Statutory rights to reimbursement of necessary costs remain unaffected. This returns policy does not limit statutory rights to hand in waste products for collection.

13.2 When you report defective, damaged or incorrectly supplied Products, the following applies to the assessment of your claim:

(a) tell us your order number, the Products concerned and the nature of the defect within a reasonable time after discovery, preferably by email. The examination and notice rules in clause 13.4 also apply;

(b) give us a reasonable opportunity to examine the complaint and make the Products available for that assessment; and

(c) agree any necessary return or collection with us. Whether you are entitled to repair, replacement, a price reduction, termination of the Contract or damages, and who may choose the remedy, depends on applicable law. Claims for damages are also subject to clause 15. Responsibility for return costs is explained in clause 13.6. We normally make refunds using the original payment method, unless we agree otherwise with you.

13.3 Subject to clause 15, we are not responsible for defects or damage to the extent they are caused by any of the following circumstances and are not attributable to us under applicable law. Your rights under clause 14 in respect of defects already present when risk passed to you remain unaffected:

(a) you continue to use a Product after reporting the defect under clause 13.2 and cause additional damage as a result;

(b) you do not follow the proper instructions applicable to the Product for storage, commissioning, installation, use or maintenance;

(c) the defect results from drawings, designs or specifications you supplied; our statutory duties to examine them or give warnings remain unaffected;

(d) you alter or repair the Products improperly and cause the defect as a result; or

(e) the defect results from normal wear and tear, improper use or unsuitable storage or operating conditions.

13.4 For visible transit damage, follow the inspection and reporting procedure in clause 7.4. Notify us of defects within a reasonable time after you discover them or ought reasonably to have discovered them, including hidden defects not apparent on a reasonable initial inspection. Applicable statutory exceptions remain unaffected. Where the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies, its examination and notice rules apply, including any applicable maximum notice period. Exceeding the 15-minute inspection period, omitting a damage note or not taking a photograph does not, by itself, remove all your rights. The consequences of a missed inspection or late notice depend on applicable law and valid contractual terms. Separate deadlines for claims against the carrier remain applicable.

13.5 We accept a return or provide a refund where:

(a) we have agreed a voluntary return of Products without defects under clause 13.7; or

(b) you are entitled to that return or refund because of a defect or incorrect supply under clause 14.1 and applicable law; or

(c) you have another statutory right to unwind the Contract or receive a refund.

13.6 For an agreed voluntary return of Products without defects, you pay the return costs. We refund the original delivery charges only if we have agreed to do so. For a valid defect claim or another statutory right to unwind the Contract, responsibility for costs depends on applicable law. This also applies to any necessary transport, travel, labour, material, removal and installation costs, where those costs fall to us under that law.

13.7 For a voluntary return of Products without defects under clause 13.5(a), we may agree a handling charge of 20–30% of the net invoice value of the Products being returned. We tell you the exact percentage and calculation basis before you agree to the return. We may deduct the agreed charge from the refund. This charge does not apply to valid claims for defective, damaged or incorrectly supplied Products under clause 13.2.

13.8 Request a return number (RMA) from your CCL Solar contact before sending goods back and include it on the accompanying documents. The number helps us identify and process your return. A missing RMA number alone does not exclude valid statutory claims.

14. Defect claims and manufacturer warranties

14.1 As the seller, we are responsible under applicable law for ensuring that, when risk passes to you, the Products:

(a) meet the agreed characteristics and product description;

(b) are free from defects in materials, design and workmanship;

(c) are suitable for their ordinary use and have the characteristics required by applicable law; and

(d) are suitable for a particular use where that requirement arises from the Contract or applicable law.

14.2 The limitation and notification periods for defect claims are those provided by applicable law. This clause 14 does not shorten them. Mandatory rights of recourse against suppliers and any rights concerning necessary removal and installation of defective Products remain unaffected.

14.3 Manufacturer warranties are additional commitments by the relevant manufacturer. Their scope, duration and conditions are set out in that manufacturer’s warranty terms. They do not replace your defect rights against us.

14.4 Your defect claims under clause 14.1 are against us as the seller. We may coordinate a technical assessment or handling of the claim with the manufacturer. You do not have to pursue a claim against the manufacturer before making a claim against us. Clause 13 explains the procedure.

14.5 We provide reasonable assistance with valid claims under a manufacturer’s warranty. Depending on the manufacturer, its service department may handle the warranty claim directly.

15. Our liability

15.1 We agree the following allocation of liability for damages, subject to clause 15.3. Where we breach an essential contractual obligation through ordinary negligence, our liability is limited to the loss typical of this type of Contract and foreseeable when it was concluded. Essential contractual obligations are obligations necessary for proper performance of the Contract and on whose fulfilment you may ordinarily rely. Clause 15.2 applies in other cases of ordinary negligence.

15.2 Outside the cases covered by clauses 15.1 and 15.3, our liability for loss caused by ordinary negligence is excluded. This includes, in particular:

(a) loss of income or revenue;

(b) loss of business;

(c) loss of profits;

(d) loss of funding or credit;

(e) loss of anticipated savings;

(f) loss of data; or

(g) loss of working or management time.

15.3 None of the liability limitations in these Conditions applies:

(a) to death, personal injury or damage to health caused intentionally or negligently;

(b) to wilful misconduct, gross negligence, fraud or fraudulent concealment of a defect;

(c) to the extent we have assumed a guarantee or a specific procurement risk, within the scope of that commitment; clause 14 also applies;

(d) to claims under mandatory product liability law; or

(e) where a limitation of liability is prohibited by applicable law.

16. Taxes and destination requirements

16.1 Any destination-specific taxes, duties or other charges depend on the destination and the agreed delivery arrangements. The allocation of any such charges is governed by the Contract and applicable law. Statutory responsibilities and expressly agreed delivery terms remain unaffected.

16.2 You must comply with the requirements applicable to any import arrangements you undertake and to your resale, installation and use of the Products. Our own statutory duties as seller and, where applicable, as manufacturer, importer or distributor remain unaffected. Clause 15 governs our liability.

17. Electronic communication

We normally communicate with you by email. Where these Conditions require written communication, email is sufficient unless applicable law requires a stricter form.

18. Notices

You can contact us by email at sales@cclsolar.eu or by post at CCL Solar B.V., Oude Hoon 4-6, 3991 CZ Houten, the Netherlands. We use the email or postal address you have provided for notices to you. Please keep your contact details up to date. Whether and when a notice takes effect is determined by applicable law. Publishing information on our website does not replace an individual notice where one is required.

19. Transfer of rights and obligations

19.1 The Contract binds you and us and our respective successors and assignees to the extent that the succession or transfer is legally effective.

19.2 Transferring the Contract or a contractual obligation to a third party requires the other party’s consent, unless applicable law provides otherwise. The assignment or pledging of claims is governed by applicable law.

19.3 We may use third parties to perform our contractual obligations. This does not remove our responsibility for contractual performance. A transfer of the Contract is subject to clause 19.2.

20. Events outside our control

20.1 A force majeure event is an event beyond our control that prevents performance, is not attributable to us under applicable law, could not reasonably have been foreseen when the Contract was concluded, and cannot reasonably be avoided or overcome, including its consequences.

20.2 The following events may qualify as force majeure only if they meet the conditions in clause 20.1:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;

(d) exceptional, unforeseeable weather events;

(e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(f) impossibility of the use of public or private telecommunications networks; and

(g) the acts, decrees, legislation, regulations or restrictions of any government.

20.3 We will tell you without undue delay about the impediment, its effect on performance and its expected duration, and take reasonable steps to limit its consequences. Any extension of a delivery period is limited to the actual period of obstruction and a reasonable time to restart performance. Higher costs or an ordinary supply shortage alone do not amount to force majeure. Your statutory rights to terminate the Contract and recover advance payments that are no longer due remain unaffected. Any exemption from liability depends on applicable law; claims for damages are subject to clause 15.

21. Waiver

21.1 A delay by either party in exercising a right does not, by itself, waive that right. Statutory time limits and other legal consequences remain unaffected.

21.2 A waiver relating to a particular breach does not automatically extend to later breaches.

21.3 An agreed waiver applies within its agreed scope. We recommend confirming it by email or another written record. Individually agreed terms take precedence, subject to mandatory form requirements.

22. Severability

If a provision of these Conditions is invalid or unenforceable, applicable law determines the consequences for the Contract. The remaining provisions continue to apply to the extent permitted by that law.

23. Agreements and advice

23.1 The Contract includes these Conditions where validly incorporated, the agreed order details and Specifications, and any individual agreements. Individual agreements take precedence over these Conditions.

23.2 These Conditions do not override agreed product characteristics, guarantees or legally binding commitments. Statutory claims arising from incorrect or incomplete information remain unaffected.

23.3 The scope and content of any advice or technical support we provide depend on what we agree with you. Our liability for that advice or support is governed by clause 15.

23.4 Nothing in these Conditions excludes or limits liability for fraud or deliberately misleading information.

23.5 Please record individual agreements and changes by email or another written record. This is for evidence and does not make an otherwise valid agreement ineffective. Mandatory form requirements remain applicable.

24. Changes to these Conditions

24.1 We may revise these Conditions for future Contracts. Revised Conditions apply only when they are validly incorporated into the relevant Contract.

24.2 The version agreed when a Contract was concluded continues to apply to that Contract. Changes require agreement with you unless mandatory law directly provides otherwise. Your silence in response to a proposed change does not, by itself, constitute agreement.

25. Governing law and jurisdiction

Contracts for the purchase of our Products are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) applies where its requirements are met. We and you agree to the non-exclusive jurisdiction of the courts of the Netherlands for disputes arising out of or in connection with those Contracts. Mandatory rules on jurisdiction and any legal provisions that apply irrespective of this choice of law remain unaffected.