SINOVOLTAICS SALES DOCUMENT
TERMS AND CONDITIONSAll sales proposals, quotations and invoices (collectively “Sales Document(s)”) issued by Sinovoltaics Group Limited and its subsidiaries (now existing and hereafter formed, and/or directly and indirectly controlled by Sinovoltaics), including but not limited to, Shanghai Sinovoltaics Co. Ltd, Sinovoltaics Switzerland SA, and Sinovoltaics USA Inc. (collectively "Sinovoltaics") are made expressly subject to these standard terms and conditions ("Terms").
These Terms are between Sinovoltaics and the client listed on the front of the Sales Document ("Client"). Sinovoltaics and the Client shall hereinafter be referred to together as the “Parties” and individually as a “Party”.
These Terms constitute Sinovoltaics' offer to supply Client with (i) on-site quality assurance services at Solar Photovoltaic (“PV”) and Battery Energy Storage System (“BESS(s)”) factories, and/or (ii) laboratory testing services to ensure that solar modules and BESSs meet standard requirements/industry standards services (collectively the “Service(s)”).
These Terms shall be deemed accepted by and legally binding on the Client, on (i) acceptance, by Sinovoltaics of any purchase order made by the Client, (ii) receipt of full payment of the Service Fees (defined below), as specified under an applicable Sales Document, from the Client, and/or (iii) commencement of the performance of the Services by Sinovoltaics.
No condition stated by Client in accepting or acknowledging these Terms shall be binding upon Sinovoltaics if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless approved by Sinovoltaics' in writing. Any additional or different terms proposed by Client are objected to and rejected unless expressly approved in writing by Sinovoltaics. In the event there are conflicting terms and conditions between these Terms and Sinovoltaics Master Service Terms (the "MSA"), the MSA will prevail.
No revisions to the Terms shall be valid unless in writing and signed by an authorized representative of Sinovoltaics.
1. ACCEPTANCE
Upon making full payment of the Fees (defined below) and/or Sinovoltaics provision of the Services specified under the applicable Sales Document(a), Client shall be deemed to (i) accept the Terms, (ii) agree to be bound by the terms and conditions provided herein, and (iii) agree that the Terms are legally binding on and enforceable against Client.
2. SERVICES AND DELIVERABLES
2.1. Scope of On-Site Quality Assurance Services. Client may request and hire Sinovoltaics to provide Client with on-site quality assurance services, which includes the inspection of PV and BESS products (“Quality Inspection”), on a case-to-case basis.
2.2. Agreed Inspection Standards. The Client acknowledges and understands that the provision of the Quality Inspection services by Sinovoltaics will be executed by qualified and experienced quality engineers according to the standards pre-agreed by the Parties. For the classification of PV and BESS products Sinovoltaics will use the standards and criteria that have been pre-agreed between the Client and the relevant PV and/or BESS factory.
2.3. Hiring of Services. Client shall be required to notify Sinovoltaics, in writing, a minimum of five (5) Business Days in advance prior to the start of the provision of the on-site Quality Inspection Services and provide Sinovoltaics with the contact details of the PV and/or BESS factory where the Services will be performed. Client shall assist Sinovoltaics by promptly providing all information known or available and relevant to the Services as requested by Sinovoltaics, or such content or other cooperation, or as reasonably necessary for Sinovoltaics to expeditiously perform the Services. Client acknowledges that any delay by Client in providing Sinovoltaics with the required information/content may cause a delay in the provision of the Services and submission of the Report (defined below).
2.4. Deliverables. Upon Sinovoltaics completion of the quality assurance Services, Sinovoltaics shall consolidate all relevant findings and results to be presented to the Client in a report/document (the “Report(s)”). Thereafter, Sinovoltaics shall issue the Client with Sinovoltaics invoice in respect of the rendered Services. Sinovoltaics will submit the Report to the Client within seven (7) business days after the date that Sinovoltaics invoice has been settled/paid in full by the Client. In the event of the production of solar modules being spread out over several weeks, multiple (interim) Reports may be submitted by Sinovoltaics to the Client. The exact number of Reports to be submitted by Sinovoltaics to the Client will be pre-agreed upfront with the Client.
2.5. Acceptance of Report. Client shall be deemed to have accepted any Report under these Terms if Sinovoltaics does not receive any objection by email from the Client within seven (7) business days after the submission of the Report to the Client, as such the Services shall be deemed by Sinovoltaics to have been accepted by the Client and thus completed. Should the Client wish to raise any reasonable disagreement/issue with Sinovoltaics in relation to the contents of the Report, the Client shall email contact@sinovoltaics.com of Sinovoltaics within seven (7) business days from the date that the Report is submitted by Sinovoltaics to the Client.
2.6. Delay in Delivery of Report or Performance of Services. Client acknowledges and understands that the delivery of the Report and the performance of the Services by Sinovoltaics may be delayed beyond the Parties’ agreed delivery date, due to causes/circumstances beyond Sinovoltaics reasonable control. Client hereby waives any and all rights to institute any legal action, claim, or demand against Sinovoltaics arising out of or relating to any (i) part or phase of the Report(s) and/or Services which have been delivered/submitted by Sinovoltaics and accepted by the Client, except as expressly provided herein, and Client agrees to fully release Sinovoltaics from any such potential liabilities, and (ii) late delivery/submission of the Report(s) and/or performance of the Services by Sinovoltaics, whereby such delivery/submission of the Report(s) and/or performance of the Service is delayed by less than thirty (30) calendar days.This Section 2.6 and 2.7 (Remedies for Delay in Deliveries) shall supersede any prior agreements, representations, or understandings agreed by the Parties in relation to delivery timelines, schedules and liability for delays.
2.7. Remedies for Delay in Delivery. In the event of a delay in the delivery of the Report(s) and/or performance of the Services in excess of thirty (30) calendar days from the estimated delivery date, both Parties agree to engage in good faith negotiations to determine a mutually acceptable solution, including but not limited to, a revision of the agreed delivery schedules and/or sourcing of alternative fulfillment options. For the avoidance of doubt, the aforementioned remedies provided under this Section 2.7 shall be Client’s exclusive remedy and the entire liability of Sinovoltaics in respect of any delays in the delivery of Reports and Services under these Terms.
2.8. Work Schedule. Client acknowledges, understands, and agrees that all dates agreed by the Parties for the delivery of the Services or completing the Report(s) under any Sales Document(s) is subject to change owing to factors over which Sinovoltaics has no control, including, without limitation, Client’s failure to discharge its responsibilities under these Terms or applicable Sales Document(s).
2.9. Sinovoltaics shall strive to use all reasonable efforts to complete the Services on schedule. Any delay or non-performance of any provision under these Terms caused by conditions beyond reasonable control shall not constitute a breach of these Terms, provided reasonable measures have been taken to notify the other Party of the condition.
3. FEES, TAXES, EXPENSES, AND UNAUTHORIZED PAYMENTS
3.1. Fees. The Client agrees to pay Sinovoltaics for the Services in accordance with the Service fees and payment schedule described under the applicable Sales Document (“Fee(s)”). All inspection Fees shall be paid by the Client to Sinovoltaics prior to the start of the on-site quality assurance inspection Services.
3.2. Taxes. The Fees for the Services as stated on the applicable Sales Document(s) shall be exclusive of any applicable taxes. As such, the full amount owing and stated on an invoice(s), excluding taxes, must be paid by Client prior to or on the due date specified on the invoice(s) (the “Due Date”).
3.3. Late Fees. In the event of the Client not making full payment of the Fees by the Due Date, the Client shall be obliged to pay late payment fees on all Fees that are not settled in full and past the Due Date.
3.4. Any bank transfer charges shall be borne solely by the Client.
3.5. Expenses. Client agrees to pay all costs, expenses and charges necessary or incidental to the Client’s obligations under these Terms and shall indemnify and hold Sinovoltaics harmless from and against all such costs, charges, claims, promises, guarantees, debts, obligations, expenses and liabilities of any nature and kind made, incurred, contracted, or created by the Client in connection with the Services and these Terms.
3.6. Accommodation and Travel. Accommodation costs and time spent in travelling between Sinovoltaics headquarters and factories/production site, time spent travelling from job to job, or any other travel shall be charged by Sinovoltaics in accordance with the pre-agreed Fees specified under the relevant Sales Document(s).
3.7. Effect of Outstanding (Late) Payments on Performance of Services. In the event the Client does not pay an outstanding amount within fourteen (14) calendar days after Sinovoltaics has issued/submitted an invoice to Client, Sinovoltaics shall send a notice as a reminder of such outstanding amount to the Client. Sinovoltaics reserves the right to postpone or suspend any performance of the Services on 24 hours’ written notice to avoid further loss. Once all outstanding amounts/ invoices are paid in full, Sinovoltaics shall be entitled to choose to either restart the Services or to terminate these Terms. Sinovoltaics shall bear no liability for consequential damages or lost profits should such suspension or termination of the Services cause any loss to Client.
3.8. No Refund. Client acknowledges and accepts that no refunds or chargebacks of the Fees and expenses shall be payable by Sinovoltaics to Client, and any Client Fees and expenses due and owing under the applicable Sales Document(s) shall become immediately due and payable on termination or expiry of these Terms.
3.9. All applicable payment obligations under these Terms and applicable Sales Document(s) will survive termination.
4. CONFIDENTIALITY
A Party may use confidential information of the other Party: to the extent reasonably necessary to exercise its rights and perform its obligations under these Terms or applicable Sales Document(s). Either Party may disclose the existence of these Terms and any applicable Sales Document(s) for the purposes of financing, audits, or internal processes, and only to a Party’s personnel on a need-to-know basis. As such, the receiving Party shall ensure that its personnel are subject to the same confidentiality obligations as set forth herein, including appropriate non-disclosure agreements, to protect the confidentiality of such information.
5. INTELLECTUAL PROPERTY
Each Party and/or its licensors own and shall retain all right, title and interest (for instance, without limitation, patent right, copyright, trademark right, trade secret right, moral right, design right, database right or any other intellectual property right or proprietary right) in and to its respective intellectual property.
Ownership of Report(s). The Client shall be deemed the sole and exclusive owner of any Report(s) submitted to the Client by Sinovoltaics unless otherwise agreed upon by both Parties, PROVIDING that the Client makes full payment of the Fees and expenses to Sinovoltaics.
6. REPRESENTATIONS, WARRANTIES AND DISCLAIMER
6.1. Each Party hereby represents, warrants, and covenants that: (i) it/she/he has the authority and right to enter into these Terms, and to perform its obligations under these Terms; (ii) no consent, approval, or withholding of objection is required from any third-party or governmental authority with respect to the entering into or the performance of these Terms; and (iii) it/she/he shall be solely responsible for complying with all applicable Federal, state, and local laws and regulations that pertain its business operation(s) within its specific industry.
6.2. Warranty of Services. Sinovoltaics hereby represents and warrants that all Services completed under these Terms (i) are delivered in a thorough, skilled, and professional manner, (ii) adequately conforms to generally accepted standards (or above industry standards) currently held in the industry, and (iii) shall not (to Sinovoltaics reasonable knowledge at the time of executing these Terms and the performance of the Services) infringe upon any third party rights.
6.3. Sinovoltaics shall not re-perform defective or non-conforming Services unless the Parties mutually agree in writing that any defective or non-conforming Services shall be re-performed within a limited time period and subject to and in accordance with any additional terms agreed by the Parties.
6.4. Disclaimer of Warranty. The warranties provided by Sinovoltaics under this Section 7, in relation to the Services, shall be exclusive and in lieu of any and all other warranties, whether express or implied, oral or written preceding the Effective Date (defined below), including those of merchantability or fitness for a particular purpose. As such the Client understands that the services do not, in any way, constitute a/an (i) guarantee, (ii) warranty of merchantability or fitness for a particular purpose, (iii) express or implied warranty, or (iv) insurance policy.
6.5. Reports Disclaimer. The Client acknowledges and understands that the information provided in any Report is indicative and for general information purposes only. While all reasonable efforts have been made to ensure the accuracy of the information contained in any Report(s), no warranty is made regarding the completeness, accuracy, or reliability of any Reports submitted by Sinovoltaics to Client. As such, under no circumstances shall Sinovoltaics be liable to the Client for any loss or damage of any kind incurred by the Client as a result of the Client’s use of the information contained in the Report, or of the Client’s reliance on any information provided in the Report. The Client’s access to and use of the Report and the Client’s reliance on any information in the Report are solely at the Client’s own risk.
7. LIMITATION OF LIABILITY
7.1. No Consequential Damages. Except for any third party claims arising under Section 9 (Indemnification), neither Party shall be liable to the other or any third party for any injury to or loss of goodwill, reputation, business, production, revenues, profits (whether direct or indirect), anticipated profits, product recall, contracts or opportunities (regardless of how these are classified as damages), or for any consequential, incidental, indirect, reliance, exemplary, special, punitive or enhanced damages whether arising out of breach of contract, tort (including negligence), strict liability, product liability or otherwise (including the entry into, performance or breach of these Terms), regardless of whether such loss or damage was reasonably foreseeable or the Party suffering the loss or damage had been advised of the possibility of such loss or damage, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
7.2. Aggregate Liability. Neither Party's total cumulative/aggregate liability to the other for any claims (including third party claims) arising from, in connection with, or relating to these Terms or applicable Sales Document(s), regardless of the form of liability (whether in contract, tort, or otherwise) will exceed the Fees paid by Client to Sinovoltaics in the previous twelve (12) months preceding the date on which the claim for damages or liability arose, minus any amounts paid by the liable party during that same period for any prior liability.
7.3. Sinovoltaics and its subsidiaries (now existing and hereafter formed, and/or directly and indirectly controlled by Sinovoltaics) are neither insurers nor guarantors and disclaim all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance. Reports are issued on the basis of information, documents and/or samples provided by, or on behalf of, Client and solely for the benefit of Client who is responsible for acting as Client sees fit on the basis of such Reports. Neither Sinovoltaics, nor any of its directors, officers, employees, agents, subsidiaries or subcontractors shall be liable to the Client nor to any third party for any actions taken or not taken on the basis of such Reports nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to Sinovoltaics by the supplier and/or Client. Sinovoltaics shall not be liable for any delayed, partial or total non-performance of the Services (including the delivery/submission of any Report(s)) arising directly or indirectly from any event outside Sinovoltaics’ control including but not limited to the third party supplier’s failure to make timely deliveries and/or failure to meet the quality specifications given by the Client and Sinovoltaics, as well as the Client’s failure to comply with any of its obligations hereunder.
8. INDEMNIFICATION
To the maximum extent permitted by law, each Party hereto shall defend, indemnify and hold harmless the other Party and its directors, officers, shareholders, partners, members, contractors, agents and employees from and against any and all losses, liabilities, damages, claims, suits, actions, judgments, assessments, costs and expenses, including without limitation interest, penalties, attorney fees, any and all expenses incurred in investigating, preparing or defending against any litigation, commences or threatened, or any claim whatsoever, and any and all amounts paid in settlement for any claim or litigation asserted against, imposed on, or incurred or suffered by any of them directly or indirectly, as a result of or arising from (i) the negligent or wrongful acts or omissions of the other Party, (ii) any breach of these Terms by the other Party, (iii) any finding, judgment or other determination or settlement whereby Client is deemed or considered to be the employer of Sinovoltaics; or (iv) bodily injury or death of any person or damage to real and/or tangible personal property directly caused solely by the negligence or willful conduct of the indemnifying Party, its personnel or agents in connection with the performance of the Services hereunder. To the extent that such claim arises from the concurrent conduct of the Client, Sinovoltaics and/or any third party, it is expressly agreed that Sinovoltaics’ liability shall be limited by the terms and provisions of Section 8 (Limitation of Liability) herein. With respect to any remaining obligations to settle any third party claims, demands, losses, damages or expenses that are not limited by the terms and provisions of Section 8 (Limitation of Liability) herein, each Party's obligations of indemnity under this Section 9 shall be effective only to the extent of each Party's pro rata share of liability. To receive the foregoing indemnities, the Party seeking indemnification must promptly notify the other Party in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party's expense) and full authority to defend or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party's written consent.
9. TERM AND TERMINATION
9.1. Term. These Terms will commence on (i) acceptance, by Sinovoltaics of any purchase order made by the Client, (ii) receipt of full payment of the Service Fees, as specified under an applicable Sales Document, from the Client, and/or (iii) commencement of the performance of the Services by Sinovoltaics (“Effective Date”) and will continue in effect for two (2) years unless terminated by either Party in accordance with this Section 10 (the “Term”).
9.2. Termination for Convenience. Either Party may terminate these Terms, for any or no reason, upon providing the other Party with at least fourteen (14) calendar days' prior written notice of such termination.
9.3. Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate these Terms without liability to the other if:
(i) the other Party commits a material breach of any of the terms of these Terms and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has been notified in writing of such breach;
(ii) an order is made, or a resolution is passed by any competent authority for the winding up of the other Party, or if circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;
(iii) an order is made by any competent authority for the appointment of an administrator to manage the affairs, business and property of the other Party, or legal documents are filed by a third party with a court of competent jurisdiction for the appointment of an administrator of the other Party;
(iv) a receiver is appointed by an authority of competent jurisdiction, or if any other third party takes possession of or sells the other Party's assets;
(v) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
(vi) the other Party ceases, or threatens to cease, to trade; or
(vii) the other Party takes any similar action in any jurisdiction as a consequence of the other Party incurring debt.
9.4. Effect of Termination and Expiration. Upon the termination or expiration of these Terms, Client shall be obliged to settle any outstanding Sales Document(s) and late payment fees (if any) before the termination date of these Terms. However, in the event of Sinovoltaics violating any of the terms and conditions of these Terms, the Client shall not be required to make payment of any unpaid Fees, and Sinovoltaics shall refund all Fees received from the Client in relation to the Services.
10. GENERAL PROVISIONS
10.1. Force Majeure. The Parties shall be relieved from any and all liability under or in connection with these Terms to the extent that such liability arises from any failure to perform any of its obligations under or in connection with these Terms has been caused or contributed to by a force majeure event or circumstance including acts of God, war, epidemic, pandemic, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the Party.
10.2. Notices. All notices (which include invoices and correspondence) under these Terms and each Sales Document shall be in writing and shall be sent to the address of the recipient set out in the applicable Sales Document(s) or to such other address as the recipient may have notified from time to time. Any notice may be delivered personally, by a reputable courier service, by first-class post, by fax, or by e-mail and shall be deemed to have been served if by hand when delivered, if by courier service or first class post five (5) Business Days after delivery to the courier or posting (as the case may be), if by fax when confirmation of transmission is received, or if by e-mail immediately.
10.3. Assignment. Neither Party may assign or transfer any part of these Terms without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed), except to an affiliate, but only if: (i) the assignee agrees in writing to be bound by the terms of these Terms; and (ii) the assigning Party remains liable for obligations incurred under the Terms prior to the assignment. Any other attempt to transfer or assign is void.
10.4. No Waiver. The delay or failure of a Party to enforce any provision of these Terms or any applicable Sales Document(s), will not be construed as a waiver of that Party's right to assert or rely upon such provision, right or remedy. Any waiver must be in writing and executed by the waiving Party.
10.5. Severability. In the event any provision of these Terms is held by a court to be void, unenforceable and/or otherwise unlawful, that provision will be enforced to the maximum extent permissible under law, and the other provisions of these Terms will remain in full force and effect.
10.6. Amendment. Any amendment/modification to these Terms or Sales Document(s) must be in writing and duly signed by the Parties.
10.7. Compliance with Laws. Each Party will comply with all federal, state and local laws and regulations, as amended from time to time, applicable to such Party's performance of its obligations under these Terms.
10.8. Governing Law and Jurisdiction. This Terms, any applicable Sales Document(s), and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be interpreted, construed and enforced in accordance with the laws of Hong Kong. The Parties irrevocably submit to the exclusive jurisdiction of the Hong Kong International Arbitration Centre under its Arbitration Rules to settle any dispute/claim which may arise out of or in connection with these Terms. Any award rendered by the arbitrators shall be entered by any applicable Court having jurisdiction thereof. The Parties reserve the right to seek injunctive relief from competent courts.
Updated: 28 February 2025