INSTALLATION/ SALE/ DELIVERY/ MAINTAINACE of solar products:
This Agreement may be executed in four counterparty, each of which when executed and delivered shall constitute an original, of this Agreement or if Concluded through e-mail, by the correspondence through offer and acceptance of the Profoma invoice and acknowledgment of these terms and conditions thereof.
All notices, Certificates, Correspondence under or in Connection with this Agreement /Contract shall be in English;
Each of the Parties to this Contract/Agreement shall by notice in writing or through e-mail designate their representatives through whom only all communications shall be made. A party hereto shall be entitled to remove and/or substitute or make fresh appointment of such authorized representative by similar notice;
All additions, amendments, modifications and variations to this Agreement shall be valid, effectual and binding on the Company and the Client only if in writing, signed and sealed by their respective duly authorized representatives;
Successors and assignors
This Agreement shall be binding on and shall inure to the benefit of the Parties involved including but not limited to co- operations, companies and their representatives, successors, permitted assignees and designated agents;
This agreement shall be binding upon the parties here to and their respective legal representatives, successors, agents and assignees in terms under the purview of the Laws of the Land where the company is registered and/or operates.
Definition and Interpretation
In this Agreement unless the context otherwise require -
The headings are for Connivance of reference only and shall not be used in and shall not affect the construction or interpretation of this Agreement;
Terms beginning with Capital letters and defined in this Agreement shall have the meaning ascribed thereto herein;
Words “include” and “including” are to be construed without limitation;
The word “the Company” shall mean Helvetic Solar Contractors a limited liability company registered in Tanzania with registration no. 77817
The word “the Client” shall mean the party whose favour the services of the Company are delivered.
The word “in writing” shall include electronic writing in the form of e-mails but does not include any other forms of short messages such as sms and other forms of text messages.
Any reference to a “day” shall mean reference to a calendar day;
Any reference a “month” shall mean reference to a calendar month;
Any reference to any period Commencing “From” a specified day or date shall include both such days or dates;
“Business Day” means a day on which the offices of Helvetic Solar Contractors ( the company) are open for business;
Dollars “shall mean the lawful currency of the United States of America;
“Solar installation/ Supply/ maintenance agreement” shall mean the agreement entered between Helvetic Solar contractors “the company” evidenced by offer and acceptance though written and electronic Correspondence including acceptance of the final official Profoma invoice issued by the Company through e-mails and a signed a Memorandum of understanding if any coupled with the payment of the agreed price for the services to be rendered by the Company. TERMS AND CONDTIONS.
Services During the term of this agreement the company will provide to the client Services described in the official Profoma invoice the company will be pleased to Consider and may perform additional or alternative services but only if and to the extent the company acknowledges in writing electronically or otherwise its intention and undertaking to do so.
Service Orders All Services to be affected in pursuance hereof shall be governed by the terms and conditions of this Agreement not withstanding any terms and conditions as set out in letters /emails or other communications addressed by the Client to Company and acknowledgement of the Client and/ or the Company thereof.
3.1. The Company hereby expressly warrants that the products and services as specified and /or described in the Pofoma Invoice, shall be efficiently serviced by the company with high quality standards as specified by the Company from time to time. The standard and specifications as set out by the Company shall be strictly adhered to by the Company without any qualifications.
3.2. The Company/Contractor/supplier shall not make any representation to customers or give any warranties other than those manufacturer warranties contained in any standard terms and conditions set out in the Profoma Invoice or supply / installation and/ or maintenance agreement.
3.3. Warranty and guarantees for all products and services are as specified in the officially issued and accepted Profoma Invoice;
4.1. Unless otherwise agreed by the Company and the Client all payments must be effected by advance payment;
4.2. If case of late payment, the Company is entitled to claim for actual damages incurred from the date on which payment was due. The Company in so far may suspend performance of the contract if the Client has not paid the agreed amount within a reasonable additional period not exceed one (1) month after the payment was due, the Company shall be entitled to terminate the contract by notice in writing and claim compensation for any loss including claims for loss of profit it has incurred;
4.3. Any goods once sold can only be returned if delivered and/or kept by the Company if delivery had not taken place after a remittance of 50% of the full purchase price on the products in favor of the Company.
5. Creditworthiness, delay in payment
5.1. If any particular circumstances create considerable doubts regarding the Client’s creditworthiness, all claims resulting from the whole business relationship shall become due immediately. The Company is also entitled to demand delivery against advance payment;
5.2. If payment in installments or letter of credit is agreed and the Client delays more than 10% of the owed purchase price after expiration of the agreed payment date(s), the entire purchase price shall become due immediately;
5.3. The Company is entitled to demand advance payment of the purchase price regarding Clients’ specific products or variations of those, payable prior to start of any performance at the latest.
Conclusion of the Contract
6.1. Any offers by the Company are without obligation;
6.2. If the Company has fixed a time for acceptance in its written and firm offer be it electronic or otherwise, the contract shall be deemed to be concluded, when the Client before expiration of such period has dispatched a written acceptance of any form and payment has been made or agreed upon, as long as such acceptance reaches the Company at least within 3 days after the fixed expiration date. The contractual content is defined by the technical specification of the Company;
6.3. The goods are dispatched on charge and at the risk of the Client;
Time for Delivery, Delay, Cancellation of the Contract
7.1. The period of time for delivery begins to run with dispatchment of the sales confirmation, but neither prior to the production of all documents, licenses, permits and further formalities which are required of the Client, nor before receipt of the agreed advance or full payments;
7.2. Any dates of delivery are without obligation and only binding if agreed expressly and in any form of writing;
7.3. Delivered devices and auxiliary means have to be assembled by the Company or the Client through consensus;
7.4. If the Company is responsible for delay of delivery, the Client, after 3 weeks of delay excluding other claims is entitled to liquidated damages if he/she substantiates that he/she has incurred damages for each further full week of delay, payable at a rate of 0.5% - but not exceeding 5% in total calculated on the value of that part of delivery which, as a consequence of the delay, cannot be used as intended;
7.5. If the maximum liquidated damages according to 7.4 are reached, the Client after he/she has fixed an additional reasonable period combined with the announcement that acceptance of delivery will be refused may notify the Company in writing of the termination of the contract in respect of that part of the goods which are delayed, except where the Company delivers prior to termination;
7.6. If the Client is in delay with contractual obligation, the Company is entitled to extend the period of time for delivery according to the period of delay;
7.7. Partial deliveries are permitted.
Acceptance of Delivery
The Client bears all costs of storage, insurance; protection measures etc., arising from any delayed acceptance. Without further proof the Client must pay per week of delay liquidated damages of at least 0.5% of the order value, but not exceeding 5%. The Company may demand, by notice in writing, the Client to accept delivery within an additional period of time if the Client has not accepted delivery at the fixed time of delivery. Nevertheless, this does not affect the Company’s claim to the purchase price. After expiration of the addition period the Company is entitled to terminate the contract in whole or part by notice in writing and claim damages including claims for lost of profit.
The Company’s operating instructions, Function Tests, Repairs
The Client is only entitled to use the delivered products in strict compliance with the Company’s operating instructions;
The delivered products have to be function tested at installation. Only by function tests a safe and lasting function can be surveyed and guaranteed, therefore repairs may exclusively be carried out by the Company;
The company shall not incur any form of liability for any fires hazards or damage to any household, building, immovable structure or movable articles or items and any injury to life or limb of any person who has
Demonstrated the act of negligence in operating, handling and storage of the products and systems provided by the company nor will the company be liable for such damages if they are attributed to a malfunction of another installed power generating or supply source whether previously existed, integrated by the client or at his/ her request to the solar system supplied by the company or freshly installed.
In case of unauthorized repairs and/ or tempering there is a risk of malfunction which means the Company shall not assume any responsibility to restore or make compensation therefore.
Remedy of defects, substitution delivery)
If the goods do not conform to the contract, the Company may remedy the lack of conformity at first and at its own discretion within four (4) weeks after the client’s request and, even if the defects are substantial, by repair or substitution delivery;
Any repairs must be affected at the place of business of the receiver agreed in the contract. If such receiver’s place differs from the Client’s place of business, this must be disclosed to the Company. Otherwise the latter shall not bear any increased costs;
The Client shall on reasonable demand and according to the directions of the Company be obliged to participate in any repair works against reimbursement on his/her expenses.
Liability for Conformity of the Goods
(Duty of examination and notification) After acceptance, the Client must examine the goods without delay. Therefore Client must observe the recognized industry standards of the specific products;
In any case, the Client loses the right to rely on a lack of conformity of the goods if the Client does not give notice to the Company, exactly specifying the nature of the lack of conformity, as soon as the Client has discovered it or ought to have discovered it but not more than a month after the goods has been received by the Client.
Pro rata reduction, termination of the Contract
If the Company fails to remedy the lack of conformity according to no. 10.1 by repair or replacement, the Client is entitled to a reasonable pro rata reduction of the purchase price. If the lack of conformity is fundamental, the Client may fix a final period for fulfillment and after fruitless expiration of such final period demand determination of the contract;
12.2. The Company in any case is liable, however this liability is limited to acts gross negligence, for particularly rendered guarantees, fraud, and culpable caused damages to life, body or health or if there is liability regarding physical injuries or damages to private items under Tanzania liability laws.
Observation of Company’s instructions Instructions of the Company about the further treatment or application of the goods must be observed by the Client, otherwise claims based on defects will not be acknowledged.
Handling and storage The proof of careful treatment and adequate and dry storage of the goods devolves on the Client.
Retention of Title and Ownership
15.1 All delivered goods remain property of the Company until all the purchase price claims resulting from the whole business relationship are fully paid for;
15.2. Any bills of exchange or cheques are only deemed to be fulfillment with receipt of the entire payment;
15.3. The Company after a reminder is entitled to take back any goods delivered under retention of title after fruitless expiration of a reasonable additional period noticed to the Client and to annul the contract, if the Client does not fulfill contractual obligations, especially if payment is delayed. The Company is not obliged to fix an additional period if there are no legal exceptions;
15.4. The Company shall insure the delivered goods at the Company’s costs against theft, fire, water damages and other risks from the time of purchase to the time of delivery.
Assignment of job by Contractor The Company reserves the right so assign any part of the job to sub-Contractors to ensure the right fit for a specific task(s) as well as on time of completion. However Company will also ensure the quality and standard of the work done by the Sub-contractors appointed by the Company.
Force Majeure (Acts of God)
The parties hereto agree that they shall not be responsible for failure to perform their obligations under the present agreement due to force majeure which shall include but not limited to fire, floods, strike, labour strikes and disputes, embargo put by the government of the country of any party, shortage of labour, raw material, or any other reason of such party, if the circumstances leading to force majeure occur the affected party shall give notice thereof to the other party if the circumstances or event of for majeure continue for a period exceeding six months, either party may terminate this agreement.
18.1 The Client only is entitled to set-off claims or to suspend contractual performance regarding claims which have not been denied by the Company or which have been awarded by the courts;
18.2. Only with the prior written consent and only in the interest of the Company the Client is allowed to make use of or to have registered any trademarks, trade names or other signs of the Company;
18.3.It is hereby agreed between the parties that the time is the essence of this agreement;
18.4.The contractual parties agree to keep secret all commercial and technical details of their mutual business as long as not in the public domain, which also shall not be disclosed or made available to any third party, the contractual parties shall also ensure that their subcontractors will be under the same confidentiality obligation.
I/we have read, understood and accepted the terms and conditions sent to me/us by Helvetic Solar Contractors and our unequivocal acceptance of the services and the terms and conditions hereinabove to will officially be evidenced by payment of the agreed Price(s) as provided in the Profoma invoice by a bank deposit to the company through the Bank Account quoted in the Profoma Invoice issued by the Company.