Terms and Conditions

DATE: December 1st 2021

Unless agreed otherwise in the Purchase Contract, the sales of the goods (hereinafter referred to as the “Goods”) between Solarity / Jordan, a Private Shareholding Company registered at the Companies Control Department in Amman, registration No:1296, address Carrefour Complex 79 , Yajouz Street P.O.BOX 2669 11941 Amman , Vat No. 178156310(hereinafter referred to as "Solarity/Jordan") and buyer (hereinafter referred to as the “Buyer”) are governed by following terms and conditions:

1.1. Individual specified deliveries of the Goods shall be carried out in accordance with the Buyer’s orders confirmed by Solarity/Jordan; 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.

1.2.On the basis of the order Solarity/Jordan shall issue a pro forma invoice (PI) or advance invoice(s) which shall be delivered to the Buyer.

 

1.3. The contract between the parties is entered into as of the date when the Buyer accepts the proforma invoice or advance 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 Solarity/Jordan or at the moment when the Buyer pays the Advance Amount to Solarity/Jordan´s account.

1.4. As of that moment, the Purchase Contract shall be considered concluded and the Buyer is obliged to pay the Purchase Price as per the agreed conditions. In case of breaching this obligation, the Buyer shall pay liquidated damages in the amount of 10 % of the Purchase Price to Solarity/Jordan.

1.5. It is well understood that if the Buyer doesn’t confirm the acceptance of the order in the term (validity period) specified in PI and/or advance invoices, Solarity/Jordan would be entitled to cancel the order and reservation of the Goods.

 

1.6. Solarity/Jordan is entitled to refuse the order and/or terminate the Purchase Contract due to operational reasons. In such case Solarity/Jordan shall notify the Buyer without the need to send a Notary warning, and shall return any already-paid amounts of the Purchase Price to the Buyer within 10 business days from the cessation of existence of the Purchase Contract.　The Buyer shall not be entitled to any damages in that case.

 

2.1. The price for individual deliveries of the Goods shall be determined by the Solarity/Jordan’s offer valid at the moment when the Buyer makes the order. The Solarity/Jordan’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. Nevertheless, Solarity/Jordan 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 costs and expenses related to the delivery of Goods shall be payable as agreed in the PI. Such costs and expenses shall be payable in advance, i.e. before the delivery of the Goods, to the bank account of Solarity/Jordan under the conditions specified by the Solarity/Jordan 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 business days. If they fail to do so, the increased Purchase Price is binding. If the Buyer rejects the increase of the Purchase Price, Solarity/Jordan has the right to either deliver the Goods under the originally agreed conditions or to withdraw from and/or terminate the Purchase Contract without the need to send a Notary Warning.

2.4. Subject to the consent of Solarity/Jordan which shall not be unreasonably denied by Solarity/Jordan, 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 Solarity/Jordan for the payment of the Purchase Price upon delivery of the Goods. The terms shall be stipulated in writing in a specific Purchase Contract 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 at 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 Solarity/Jordan for such purpose.

2.6. In the event of a delay in the payment of any part of the Purchase Price, the Buyer shall pay an interest at the amount of 0.25% of the Outstanding amount per each calendar day starting the date of such delay. On all occasions, and in accordance with Art. 167 of the Jordanian Civil Procedures Law, the interest calculated pursuant to this paragraph shall not exceed 9% of the outstanding amount yearly. This paragraph is without prejudice to the right of Solarity/Jordan to claim any damages arising from the Buyer’s delay in payment.. For the avoidance of doubt, the parties agree that Solarity/Jordan does not need to send any Notary Warnings containing claims or reminders or invoices or warnings before the accrual and/or calculation of the interest stipulated for in this paragraph.

2.7. In the event of a delay in the payment of any part of the Purchase Price, Solarity/Jordan has the right to withdraw from and/or terminate the Purchase Contract without the need to send a Notary Warning. In case that Solarity/Jordan withdraws from and/or terminates the Purchase Contract due to the delay in the payment of any part of the Purchase Price, the Buyer is obliged to pay to Solarity/Jordan the liquidated damages in the amount of 10 % of the total Purchase Price in accordance with the given Purchase Contract in addition to the interest stipulated in paragraph 2.6 above. Solarity/Jordan´s right to claim damages and contractual penalty according to the Purchase Contract, 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 Solarity/Jordan. The Buyer shall pay or reimburse any of such extra costs to Solarity/Jordan upon request. If Buyer is not able to collect the Goods within the stipulated term, and in line with what is stipulated in Article 3.4 below, Solarity/Jordan is entitled to sell the Goods and keep 10% of the total Purchase Price plus the sum corresponding to all expenses and costs which were incurred by Solarity/Jordan in connection with the transaction.

2.9. The Buyer may purchase the Goods from Solarity/Jordan 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 the Buyer fulfills all the conditions set by Solarity/Jordan 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.

3.1. Solarity/Jordan shall deliver the Goods in accordance with INCOTERMS 2010 to:

    • one of the warehouses of Solarity/Jordan;

    • 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 Solarity/Jordan 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. Solarity/Jordan 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/Jordan 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 Solarity/Jordan or to a carrier authorized by Solarity/Jordan the delivery of the Goods after they have been received. If requested so by Solarity/Jordan, 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 Solarity/Jordan in writing or by e-mail within 10 days of the receipt of the Goods. Should the Buyer fail to fulfil this condition, Solarity/Jordan may, together with the purchase price, charge VAT in accordance with valid legal legislations. Unless the Buyer submits a complaint in writing to Solarity/Jordan 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 Solarity/Jordan and shall not pass to the Buyer until the purchase price for the Goods has been paid in full and received by Solarity/Jordan. In case that the Buyer is in delay with payment of the Purchase Price or any of its installments, Solarity/Jordan has right to take over and detain the Goods or resell them in accordance with Article 2.8 above.

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 Solarity/Jordan of any defects to the Goods within 5 calendar days after any of the earliest of the following dates provided that these dates do not exceed 6 months after delivery:

a. the Buyer ascertained the defects or the defect manifested itself for the first time,

b. 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 in inspection,

c. the defects could have been ascertained if employing due professional care in inspection, but not later than 6 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 Solarity/Jordan of the defect in time, the Buyer’s rights arising from the defects to the Goods towards Solarity/Jordan 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 Solarity/Jordan. 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 Buyer notifies Solarity/Jordan of the defects of the Goods within the time-limits provided in the above paragraph, the Buyer shall not have the right to return the defected Goods notwithstanding any stipulation in Art. 513 of the Jordanian Civil Code. The Buyer’s rights in that case shall be restricted to the repair of the defected Goods by Solarity/Jordan or any person or entity whom Solarity/Jordan designates for that purpose. If and only the repair of the Goods is not possible, the Buyer shall have the right to claim purchase price reduction.  If the claim arising from liability for defects has the form of purchase price reduction, Solarity/Jordan’s liability shall be limited by the acquisition price of the Goods. By entering into the purchase contract with Solarity/Jordan, the Buyer expressly waives its right towards Solarity/Jordan 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.

4.3. Solarity/Jordan shall in no circumstances be liable for defects caused by intentional damage to the goods.

4.4. 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.

6.1. If the Buyer materially or repeatedly breaches the Purchase Contract which was agreed according to these conditions, or if there are reasons of operational or organizational nature on Solarity/Jordan’s part, Solarity/Jordan may terminate the Purchase Contract by notice in writing or by e-mail without the need to send a Notary Warning; the notice is effective as of the date of its delivery to the Buyer. Material breach of this Contract shall include, but not be limited to, the Buyer’s delay in paying the purchase price. For reasons of operational or organizational nature, Solarity/Jordan may also terminate by notice any of the purchase contracts entered into under these conditions.

 

 

7.1. The terms and conditions agreed in the Purchase Contract 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 Contract and any other information on negotiations relating to the Purchase Contract 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 Contract.

    • by Solarity/Jordan, 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 and without the need for a Notary Warning. 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 Contract 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 Solarity/Jordan and the Buyer and their confirmations may also be made by e-mail in accordance with Article 7.1.

 

8.4. For the avoidance of doubt, and in pursuance to Articles 245 and 361 of the Civil Code, it is agreed that the Seller shall be exempt from the obligation to send a Notary Warning (i.e. the warning/notice sent through a Notary Public in Jordan) in any matters related the Purchase Contract or to communications with the buyer or to any matters relevant to these General Terms and Conditions.

9.1. Solarity/Jordan shall be entitled to suspend performance of its obligations under the Purchase Contract 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/Jordan 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/Jordan 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.

10.1. The Purchase Contract agreed according to these terms and conditions shall be governed by the law of the Hashemite Kingdom of Jordan.

 

10.2. Any dispute, controversy or claim arising out of or relating to the Purchase Contract, including the validity, invalidity, breach or termination thereof, shall be heard by heard by Jordanian courts..　Any dispute must be commenced within two (2) years after the cause of action has accrued or otherwise will not be heard. For further clarification, it is agreed upon between the parties in accordance with Art. 58/1 of the Jordanian Commercial Law that the limitation period for disputes arising from this Contract shall be two years and not ten years.

11.1. The Buyer may not assign and/or transfer in any other way any receivables or claims under the Purchase Contract to third persons without Solarity/Jordan’s express consent. The provisions of this Paragraph shall not be affected by the cancellation of the Purchase Contract or withdrawal from or termination of the Purchase Contract 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 Solarity/Jordan may be performed by a unilateral set-off of any Buyer’s receivables against Solarity/Jordan’s receivables.

11.3. The Purchase Contract 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 Solarity/Jordan in case that:

a. any bankruptcy or enforcement proceeding was initiated against Buyer;

b. the Buyer is in the state of bankruptcy or is not able to duly fulfil any of his obligations arising from Purchase Contract;

c. 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, Solarity/Jordan has right to withdraw from Purchase Contract.

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.