These terms and conditions (the "Agreement") apply to the sale of all products, parts ("Products"), and services ("Services") by Open Solar Design, collectively referred to as the "Seller," to any purchaser ("Buyer").
1. Acceptance and Effectiveness of the Agreement
By placing an order, receiving, installing, or using any product, the Buyer is deemed to have accepted and agreed to be bound by this Agreement.
If the Buyer disagrees with any of the terms or conditions of this Agreement, they must not install or use the product and must return it to the point of purchase.
This Agreement includes provisions that limit or exclude the Seller's responsibilities and liabilities, which are essential to the Seller's agreement to sell products to the Buyer. The Buyer acknowledges they have read, understood, and agreed to these limitations, which are a reasonable and necessary part of the transaction between the parties.
2. Order Terms
All orders placed by the Buyer must be accepted by the Seller. Each order must include a complete description of the products being purchased, the required quantities, and an estimated delivery date.
Orders may not be cancelled or modified without the Seller's written consent. The Seller reserves the right to allocate products among its customers at its discretion.
This Agreement takes precedence over any additional, supplementary, or conflicting terms and conditions proposed by the Buyer. The Seller's commencement of performance or delivery of products does not constitute acceptance of any additional or conflicting terms.
3. Pricing, Payment, and Taxes
The prices for all products and related terms of sale are subject to any additional terms and conditions specified in the Seller's price list, which may be revised from time to time.
Unless the Seller has pre-approved credit terms, full payment is due at the time of order. Credit terms, if applicable, will be governed by the Seller's then-current credit policy.
The Buyer is responsible for paying all applicable taxes, including sales tax, use tax, personal property tax, value-added tax (VAT), excise tax, customs duties, import taxes, stamp duty, and any other similar taxes, including penalties and interest.
4. Delivery and Ownership
Products will be delivered to the carrier at the Seller's designated factory or warehouse location (the "Delivery Point"). Delivery is considered complete when the products are loaded onto the carrier's transport.
The carrier is considered the Buyer's agent, and delivery to the carrier constitutes delivery to the Buyer, at which point ownership and risk of loss pass to the Buyer. If the Buyer's carrier does not pick up the products within 72 hours of the agreed shipping date, the Seller may charge storage fees.
The Seller reserves the right to delay or cancel delivery due to force majeure or other circumstances beyond its control. Delivery times are estimates, and the Seller has the right to ship products early when available.
5. Acceptance and Return Policy
Upon delivery of the products to the Buyer or their agent, the products shall be deemed accepted, unless the Buyer refuses delivery as specified in section 4.
The Buyer must inspect the products within five (5) days of delivery and notify the Seller of any discrepancies. Any excess shipments may be returned at the Seller's expense or retained (with an adjusted invoice), provided the Buyer notifies the Seller within five (5) working days.
6. Product Warranty
Products are sold "as is," except for any limited warranty provided. The Seller does not provide any express or implied warranties except as specified in the limited warranty.
The Seller disclaims any implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from trade practice or usage.
The Seller provides a limited warranty for Open Solar Design branded products covering material and workmanship defects, with terms varying by product. Warranty details are available on the Seller's website or from a sales representative.
7. Installation and Usage Requirements
The Buyer is responsible for installing and using the products according to the specifications, instructions, manuals, and other documentation provided by the Seller (the "Product Documentation").
For solar lighting systems purchased from the Seller:
- If installed on existing poles or poles purchased from non-Seller suppliers, the Buyer is responsible for ensuring the poles meet the necessary specifications (based on system projection area and intended use, including structural and load-bearing requirements).
- The Buyer must ensure the solar panels are installed in a location with no shading, ensuring continuous exposure to sunlight.
8. Buyer's Responsibilities and Liabilities
The Buyer is responsible for all damages or losses arising from the handling, installation, or use of the products.
The Buyer acknowledges that failure to comply with section 6 may result in damage to the products or property, personal injury, or even death.
The Buyer agrees to indemnify, defend, and hold harmless the Seller, its affiliates, officers, employees, agents, and representatives from any claims, liabilities, obligations, costs, and expenses arising from improper handling of the products.
9. Limitation and Exclusion of Liability
Under no circumstances shall the Seller be liable for any indirect, special, consequential, punitive, or incidental damages arising from or in connection with this Agreement, whether based on contract, tort, warranty, or any other legal theory.
The Seller's total liability for any damages, losses, or causes of action shall not exceed the total amount paid by the Buyer to the Seller for the specific products that are the subject of the claim.
10. Export Control and Product Use
The Buyer acknowledges that the products are subject to export and import laws and regulations of their country and agrees to comply with all such laws.
The Buyer is responsible for obtaining any necessary export, re-export, or import licenses and ensuring that the products are not exported to countries subject to trade restrictions.
11. Technical Assistance and Advice
Any technical assistance or advice provided by the Seller regarding the use or purchase of products is for the Buyer's convenience and may be provided free of charge. The Seller reserves the right to charge for such assistance.
The Buyer's reliance on such assistance does not relieve them of their obligations under this Agreement, nor does it create any further liability for the Seller.
12. Statute of Limitations and Dispute Resolution
The Buyer may not initiate legal action against the Seller or manufacturer more than twelve (12) months after the event giving rise to the claim.
13. Force Majeure
The Seller is not liable for delays or failure to deliver due to causes beyond its reasonable control, such as natural disasters, strikes, transportation delays, product shortages, or other similar events.
In the event of force majeure, the Seller's performance timeline may be extended, and the Seller may choose to notify the Buyer of a cancellation of remaining obligations without penalty.
14. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
15. Assignment / Waiver
The Buyer may not assign or delegate their duties or obligations under this Agreement without the Seller's written consent.
Failure to exercise any rights or remedies under this Agreement does not constitute a waiver of such rights, and a waiver must be made in writing and acknowledged by the party waiving the right.
16. Fees and Modifications
In the event of litigation to enforce this Agreement, the prevailing party may be entitled to recover court costs, expenses, and reasonable attorney fees.
This Agreement, including any attachments, constitutes the entire and final agreement between the parties and supersedes all prior negotiations and agreements. Any modifications to this Agreement must be made in writing and signed by both parties.
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