ASUNIM GROUP - General Terms of Contract
1- SCOPE AND APPLICATION. These general terms are applicable to all Sales or services performed or provided by the following companies. ASUNIM GROUP Asunim U.K. LTD. (GB145145233; Asunim Yenilenebilir Enerji Teknolojileri Ltd. Sti. (TR0910519998); Asunim Solar Energy Systems Contracting L.L.C. (Makani No. 26374 86530), DC-PV Decentralized Photovoltaics, Lda. (PT510368840) and Yofi Sun, S.L. (B87291589), namely, the ones described in our brochures, price lists, advertisements, budgets, by Internet or verbally and will be regulated by the rules hereby described, excluding any other analogous terms or conditions. These general terms will prevail over any others, and ASUNIM GROUP will reserve to itself the faculty or right to modify them, always in writing. The Client order presupposes the acceptance of the hereby described General Terms. The selling conditions are Incoterms 2000: EXW.ASUNIM
The head offices of the firms of ASUNIM GROUP are:
– Asunim U.K. LTD. – 52 Brook Street, W1K 5DS London, UNITED KINGDOM
– Asunim Yenilenebilir Enerji Teknolojileri Ltd. Sti. – Dünya Ticaret Merkezi, Tahran Cad. No: 30 Kat: 11 Ofis No: 1106, 06700 Kavaklıdere Çankaya, Ankara, TÜRKIYE
– Asunim Solar Energy Systems Contracting L.L.C., Metropolis Business tower, Al Abraj St., Business Bay, Office 1402, Dubai, UNITED ARAB EMIRATES
– DC-PV Decentralized Photovoltaics, Lda. – Rua José Ramalho Viegas, Nr5 R/C Esq Gambelas, 8005-226 Faro, PORTUGAL
– Yofi Sun, S.L. – Paseo General Martinez Campos, Num. 49, Planta 6, 28010 Madrid, ESPAÑA
Please note that the company Asunim Solar South Africa (Pty) Ltd. based in Johannesburg, South Africa and all its shareholders and affiliates are operating in separate and are therefore explicitly excluded from the liability of any of the companies of abovementioned ASUNIM GROUP.
2- ORDER/CONTRACT. All orders will be formalized in writing, by electronic mail or fax and will only have mandatory effects when accepted by ASUNIM GROUP trough the order confirmation done by any of the above described means of communication.
The Client should verify the received order confirmation and immediately notify in writing on any identified error until 48 hours after de reception of the order confirmation; otherwise, the product description and the characteristics and/or technical specifications detailed on the order confirmation sent by ASUNIM GROUP will be considered valid and the order will be effective.
3- PRICE AND PAYMENT TERMS. The quotations or commercial offers will only be valid when detailed in written and during the deadline expressly stated in them. If no deadline is established, it will be considered a maximum period of 7 days, with no possibility of any extension unless granted in written by ASUNIM GROUP.
The price of the product and the terms of payment will be established on the confirmation of each order. In case, by alien reasons, out of reach of the firms of ASUNIM GROUP, such as variations on currency exchange, taxes, insurances and other costs of production (including those of components and services), the price has to be changed by the firms of ASUNIM GROUP with previous warning to the interested parts, who reserves to itself the right to perform an adjustment to the final quotation.
The payment will be formalized when the order is effective or, if applicable, as it is established in the conditions stated on the confirmation order. The firms of ASUNIM GROUPmay suspend the delivery of the good or the providing of the service until the total fulfillment of the global price payment. In case of payment delay (arrears) there will be an imputation to the final price of all the originated costs and will be applied an interest in arrears of 1% per month on the amount of debt or on the remaining amount of debt at that time, from the due date of payment and to its total liquidation.
Before the shipping of the merchandise or the rendering of a service, the firms of ASUNIM GROUP reserve themselves the right to certify the approval of the terms of payment by the corresponding entities, as long as it is considered necessary.
In case of total or partial nonpayment, in the due and agreed date, the firms of ASUNIM GROUP may suspend or cancel any shipping or pending Contract without incurring any liability by damages or losses, including loss of profit or damages that may be caused due to delay or loss of production. The previous right will not release in any case the Client from his contractual obligations related to the due payments and to the reception of products.
In case the Client has his usual residence outside the European Community or any other fiscal zone and wishes to bring effectiveness to any tax exemption, he should necessarily send to the headquarters of the specific firm of ASUNIM GROUP with whom he is doing the commercial transaction, a copy of the invoice and a proof of domicile abroad with his tax number, as soon as he receives the merchandise. When the invoice arrives to the customhouse, the client should send it with the bank data in order to proceed with the tax refund.
4- DELIVERY/TITLE/RISK. The delivery of the merchandise will be done within the period indicated in the order confirmation. The deliveries can be made in several parts. The delivery will be considered effective as soon as the firms of ASUNIM GROUP place the products at the Client’s disposal and as soon as the Client signs the document of the delivery reception. We hereby inform that it is the sole responsibility of the Client to check the conditions of the product at reception, stating in the document of reception, if applicable, all justifiable reservations and complaints. If the Client refuses the reception of the merchandise without the approval of ASUNIM GROUP , all resulting expenses and/or damages will incur on his account, including the storage and until its withdrawal.
The firms of ASUNIM GROUP will not be liable of failure to perform its obligations when it is caused by events which cannot be foreseen, or, if foreseen, would be inevitable, or for any impediments beyond their control (both in cases of “force majeure” and fortuitous events), including, amongst others, Government or administrative acts, own labor strikes or from third parties, closure order by the employer, civil disorders, earthquakes and any other natural disasters, lack or inability to obtain raw materials, supplies or equipment, lack of operational facilities, etc.
The supplied merchandise, notwithstanding its possession being already transferred directly to the Client, will be property of the firms of ASUNIM GROUP until the total liquidation of the final price. The Client cannot offer the merchandise, cede it to others as collateral, whether real or personal guarantee, or by any other means, until its full payment. Until the payment is effective, the Client must maintain the merchandise in perfect condition and identify it, if applicable, as property of the firms of ASUNIM GROUP. The compliance with the reservation of title will not imply the renunciation of claiming the fulfillment of the Contract neither the renunciation of claiming indemnity from damages and losses.
5- ACCEPTANCE. The Client must examine the product immediately after the delivery and within a period of 48 hours, in order to proceed to its inspection and to do the corresponding notes and reservations. After this time period it will be considered that the client accepted satisfactorily the product. In case the Client returns the product, by justifiable reasons, and has informed the firms of ASUNIM GROUP, he should proceed to the return in its original conditions, with its package, return note and purchase justification. The return costs will incur at his expense unless exist a justification to the return according to the terms of the product warranty, included in the package.
6- WARRANTIES. The Client will use the merchandise according to the user’s manual and the manufacturer’s instructions. Stating this, ASUNIM GROUP will not be liable for any damages or losses caused by the merchandise, or to any third parties, due to an incorrect handling by lack of observation of the instructions stated in the user’s manual or Safety Rules of the merchandise. The firms of ASUNIM GROUP will not be held liable for any incorrect installation or malfunction.
If the supplied product(s) are defective during the warranty period given by the manufacturer, ASUNIM GROUP will assist in communications with their supplier or product manufacturer in order to repair or replace the product in a reasonable period of time. The Client will allow ASUNIM GROUP or third parties named exclusively by ASUNIM GROUP to examine it, as desired, in its current or indicated locations. The firms of ASUNIM GROUP have the property of the replaced or spared parts. ASUNIM GROUP will provide the necessary assistance in order to solve the problems in an adequate period of time, as the circumstances may demand. Product warranties are covered by the manufacturer. Asunim does not assume any responsibility not covered by the manufacturer. The firms of ASUNIM GROUP do not guarantee or accept responsibility for the following:
1. Damages caused by incorrect installation, use, modification or repair done by a third party not duly authorized or done by the Client himself;
2. Damages caused by any other person or external element;
3. Suitability of the product to an end, purpose or specific use;
4. Any instruction given by the Client and correctly performed by the firms of ASUNIM GROUP;
5. Non-responsiveness of the product’s supplier or manufacturer.
6. Transport or repair costs charged by the manufacturer/supplier.
7. Insolvency of the product’s supplier.
The responsibility of the firms of ASUNIM GROUP for any violation to this warranty, to its service commitments or any other concept, in any case will never exceed the price of the product established in the confirmation order.
The warranty will exclusively cover the work force and the defective parts, thereby determining a limitation on the liability of ASUNIM GROUP and not assuming the replacement of consumables neither the abnormal use of the products, the malfunction of the accessories, the damages originated by external causes to the apparatus, neither the deterioration originated by adaptations or adjustments.
The warranty will not be valid in the following circumstances: Strokes, accidents and/or inadequate transportation, handling by personnel different from the recommended technical service indicated by the firms of ASUNIM GROUP, or for the handling of any tape or label of identification/control, for any guilt or negligence from the Client or any technician or third party, for the normal wear due to use, for damages due to external phenomena or natural catastrophes such as storms, floods, lightning, earthquakes, fires, insolvency of the supplier or manufacturer etc. The warranty will also be invalid if the serial number of the product is modified.
7- SERVICES. Services, as agreed, will be provided by the firms of ASUNIM GROUP. The response timings will be estimates and may vary according to the location or accessibility of the product. Service can be provided through telephone or Internet, according to its characteristics and circumstances. If it is previously agreed and indicated in the confirmation order, the service offer may include advice, training and/or consultation.
Unless expressly foreseen in the confirmation order, service does not include: articles excluded from the warranty, modifications in the configuration, replacement, preventive maintenance, works that according to the firms of ASUNIM GROUP are considered not necessary and issues related to the electric environment. The repair of third parties’ products will be made according to the manufacturer’s warranty or the license issuer. The spare parts which are not critical to the product function may not be replaced in the same time period of the service offer.
The transportation from our warehouse(s) to the indicated location by the buyer, as well as the transportation insurance is at the expense of the buyer. The responsibility of the firms of ASUNIM GROUP does not include damages or loss caused by or during the above referred transportation.
8- EXPORTATION CONTROL. The product may include technology or Software submitted to the control laws of exportation of the USA and/or other country where the product is delivered or used and, therefore, those laws shall be met by the Client. The product cannot be sold, rented or transferred to final users or countries restricted by those laws or users implied in matters of massive destruction armament or genocide. The restrictions of the USA may frequently vary depending on the product and, therefore, the Client must comply with all the regulations existing in the USA and in each specific case.
Having made the above warning, the firms of ASUNIM GROUP will stand exonerated from any liability, being exclusively the Client and the final acquirer the sole joint responsible before any eventuality that may arise and to respond by any damages or losses that may occur.
9- “FORCE MAJEUR”. We do not accept any responsibility for delays (including deliveries and services) caused by any circumstances that are alien to our reasonable control and in that case we will have the right to a postponement of the execution; as an example of these circumstances, but not limited to, are strikes, transportation problems, supply or production troubles, flotation on the currency exchange, governmental action and natural disasters. If the causes endure more than 2 months, this agreement can be resolved by any party with no right to any compensation.
10- CONFIDENTIALITY. The parties shall treat all information received or issued by any means and referring, directly or indirectly, to this commercial transaction as “confidential”, with no possibility of using it for other purposes unless the satisfaction and compliance of this contract.
11- RESOLUTION OF CONTRACT. The firms of ASUNIM GROUP can terminate this contract previous written warning, based on any of the reasons established in the Civil Code of the country of origin and headquarters of the firm of ASUNIM GROUP and also if: 1) the price is not punctually paid and for that effect the parties expressly agree that the lack of total or partial payment will produce the automatic and fully rightful termination of the contract with no possibility of any claim to be held by the perpetrator; 2) the Client infringes, or the firm of ASUNIM GROUP suspects that the Client has infringed laws on the control of exportation.
Any party can resolve this contract if the other: 1) does not comply in a persistent and material manner this agreement and does not remedy that infringement within the following 30 days, after that fact is demanded in written; or 2) if it is officially declared a payment suspension, a public tender or is not able to pay its debts in due date.
The contracting party that has faithfully fulfilled its obligations, as agreed, can choose to demand the execution of the obligations acquired by the counterpart, or also, demand the resolution of the agreement and require to be compensated of any damages and losses.
12- CLIENT OBLIGATIONS. The Client will respond for the following:
1. Its main obligation will be the satisfaction of the product price in what concerns the deadline and the agreed terms and conditions.
2. The Client is responsible for the product and its suitability for a purpose and shall also cover all his telephone and mail expenses, if applicable, to contact the firms of ASUNIM GROUP.
3. The Client will address our personnel with due courtesy, showing the proper manners of a good trader, stated in the Commercial Code, providing all the necessary information and cooperating with the firms of ASUNIM GROUP in order to allow them the faithful compliance of their commitments.
13- DATA PROTECTION. The firms of ASUNIM GROUP are hereby expressly authorized to use the Client’s data related to the commercial relation and to be object of computer treatment, without prejudice to the right of access, cancelation or rectification that the Client may exercise at any time and by any mean in the headquarters of the firms of ASUNIM GROUP. The personal data will be used exclusively to the prosecution of orders and to the compliance of the object and purpose of this contract. The subsequent use of the referred data for publicity purposes without the Client’s express consent is hereby totally prohibited.
In accordance to the Data Protection laws, the registration of these data in our system should be declared to the Committee of Data Protection of the country of origin and headquarters of the firm of ASUNIM GROUP.
14- CONSUMER RIGHTS: If the Client is a Consumer, no disposition in this contract will affect in any manner the dispositions of public order in matter of the consumers’ rights.
15- JURISDICTION. The hereby conditions will be regulated by the laws of the country of origin and headquarters of the specific firm of ASUNIM GROUP.
To solve any doubts, discrepancies or divergences that may arouse in the compliance and interpretation of the present contract, the parties will submit to the Judges and Courts of the City of London (Asunim U.K. LTD.); the city of Ankara (Asunim Yenilenebilir Enerji Teknolojileri Ltd. Sti.); the emirate of Dubai (Asunim Solar Energy Systems Contracting L.L.C.); the City of Faro (DC-PV Decentralized Photovoltaics Lda.) and the city of Madrid (Yofi Sun, S.L.), renouncing to any others.
16- VARIOUS. If any disposition in this contract is declared invalid or inapplicable by any Court, the remaining ones will not be affected. The Client can subcontract its obligations to a third party. No party can cede or transfer any obligations or rights. The notifications shall be made in written (manually, by e-mail, fax or certified mail) and sent to the legal representative of the other party.
17- INFORMATION. The Client will find information on the firms of ASUNIM GROUP and their procedures in the Web page: www.asunim.co. The client can address that page to be aware of any update.