This is an automatically translated page. Only the original Dutch version is applicable.

Version: June 2023

1 Definitions

• General Terms and Conditions of Sale: these general terms and conditions;
• Days: working days, unless otherwise stated;
• Supplier: the company that has produced and/or delivers the Products;
• Customer: a legal entity registered with the Chamber of Commerce, or a foreign equivalent, that places an Order with Suncia;
• Offer: the offer made by Suncia to the Customer, in any way whatsoever, for the delivery of Products;
• Order: an order of Products from Suncia by the Customer;
• Order confirmation: a confirmation of the Customer's Order sent by Suncia;
• Products: the goods supplied by Suncia including but not limited to solar panels, inverters, batteries, substructure, cables and accessories, monitoring hardware and software, (assembly) manuals and designs;
• Suncia: the private limited liability company Suncia B.V., with its registered office in Rotterdam in the Netherlands and registered in the trade register of the Chamber of Commerce under number 84032499;
• Agreement: the commitment that Suncia enters into with its Customer;
• Webshop: The website of Suncia where Suncia offers its Products and the Customer can buy the Products.

2 Applicability

1. These General Terms and Conditions of Sale apply to all Order Confirmations and Agreements that we enter into with our Customer, whereby Suncia acts as a seller of Products.
2. General terms and conditions, under whatever name, of the Customer or of third parties do not apply and are expressly rejected by Suncia.
3. Deviations from these General Terms and Conditions of Sale are only binding if they have been confirmed in writing by Suncia. The Customer cannot derive any rights from any agreed deviations from the General Terms and Conditions of Sale in future agreements.
4. Suncia has the right to amend or supplement these General Terms and Conditions of Sale. Any changes will apply to all agreements concluded after the modification date.

3 Offer

1. An Offer from Suncia is without obligation, unless expressly stated otherwise.
2. An Offer via the Webshop is valid at the then current price.
3. An Offer other than via the Webshop has a validity of five Days, unless another period is stated in the Offer. Suncia always has the right to limit this period or withdraw the Offer.

4 Conclusion / modification of the agreement

1. An Agreement is concluded by placing an Order by the Customer via the Webshop or another sales channel of Suncia and the written confirmation of this Order by Suncia.
2. If changes can be made to the Order (including changing the delivery address, delivery date or adding additional items to the Order), the conditions under which this is possible are visible in the Webshop and other sales channels of Suncia. Changes to an Agreement are only possible after written confirmation from Suncia.
3. Cancellation or partial cancellation of an Order by the Customer is not possible.

5 Price

1. The prices stated in an Offer and in an Agreement are expressed in euros and excluding VAT and other levies, unless otherwise indicated.
2. The prices of the Products are ex warehouse, unless otherwise agreed.
3. Suncia has the right to update its prices to market prices at any time.
4. Suncia has the right to increase its prices if this price change is a result of price increases by Suppliers or any other circumstance not foreseen by Suncia at the time of the original Offering or Order. This price change can be applied to all prices, even if they are already recorded in the Order Confirmation.
5. Suncia's prices and price list are subject to programming, calculation and/or typing errors. If Suncia sends an (automatic) Order Confirmation for an Order with an obviously incorrect price, Suncia has the right to correct this error. In such a case, the Customer has the right to cancel the Order for the relevant items. The Customer is not entitled to compensation in the event of cancellation of the Order.

6 Payment

1. When sending the products, Suncia will send the Customer the relevant invoice regarding those products. The relevant invoice must be paid within fourteen (14) days in a manner designated by Suncia, unless otherwise agreed in writing. The payment term of fourteen (14) days is a deadline. Suncia is at all times free to require payment of an advance or full payment of the order prior to the shipment of the products.
2. Payment must be made in euros, unless otherwise agreed in writing by the parties. Set-off, discount, withholding or suspension of payment obligations (for whatever reason) from the Customer to Suncia is not permitted.
3. In the event of late payment of any amount owed by the Customer under the agreement, the Customer shall automatically be in default without a notice of default being required. The customer then immediately owes interest in the amount of 1.5% per (part of the) month with a minimum of the statutory interest per year as referred to in Article 6:119a of the Dutch Civil Code, without prejudice to Suncia's right to claim compensation and/or dissolution of the agreement. In addition, in the event of late payment of any amount owed by the Customer under the agreement, Suncia has the right to require the Customer to provide sufficient security in the amount of at least the outstanding amount for his payment obligations. At Suncia's first request for security, the Customer must provide the security as soon as possible and in any case within two (2) weeks.
4. In the event of late payment, liquidation (including but not limited to dissolution of the Customer and the monetization of all Customer's assets), bankruptcy or suspension of payment of the Customer, all payment obligations of the Customer become immediately due and payable and Suncia is authorized to suspend the further execution of the agreement or to dissolve the agreement,  this is without prejudice to Suncia's right to claim damages.
5. In the event of late payment, the Customer will be charged extrajudicial collection costs of fifteen (15) % of the invoice value, with a minimum of € 500,-. If, on the basis of laws and regulations, a higher amount of collection costs than referred to in the aforementioned sentence is due, the Customer shall owe the relevant higher amount.
6. Suncia is always entitled to set off all that Suncia has (whether or not due or under condition) from the Customer against a (due or unpayable) claim of the Customer against Suncia.

7 Delivery

1. Suncia is in certain cases dependent on the supply of Suppliers. That is why delivery times are always indicative and can be changed by Suncia. Suncia will make every effort to comply with the stated delivery times, but the Customer cannot derive any rights from the given delivery times.
2. The possibility to change once with regard to delivery date and / or delivery address of an Order is visible in the Webshop.
3. If the Customer is not present at the agreed delivery time to receive the Products and sign for receipt, Suncia's transport partner will unload and deliver the Products at the Customer's risk. Suncia is not liable for any damage resulting from destruction and/or theft of the Products.
4. Suncia delivers the Products as agreed with the Customer. However, in view of the technological developments in the field of the Products, Suncia always has the right to supply other technically equivalent or newer versions of the Products, if for practical or commercial reasons this cannot be expected otherwise from Suncia. Deviations from the delivered Products or in the specifications of the delivered Products compared to what is included in the Offer, in the Order or in the Agreement, do not give the Customer the right to dissolve the Agreement, unless the deviations are such that it cannot reasonably be said to be a technically equivalent product.
5. Suncia is also entitled to deliver the ordered Products in separate parts. If this is done on the initiative of Suncia, any additional handling or transport costs will be borne by Suncia.
6. Orders can only be picked up if Suncia is unable to deliver the goods to the Customer or if this is indicated in the Webshop. The conditions for picking up an Order are, if collection possible, also described in the Webshop. A pick-up order will always be confirmed in writing by Suncia. The Products must be collected by the Customer within 3 Days of the agreed collection date. If the Customer does not collect the Products within this period, Suncia will charge storage costs of at least 10% of the order value. If the goods are not collected within a period of 3 Days, Suncia is entitled to sell the Products in question to a third party, without the Customer being entitled to any form of compensation or refund.
7. The Customer undertakes to check the Products upon delivery and to report damage to Suncia in writing as soon as possible but no later than within 5 days.
8. Suncia and/or a transport partner engaged by Suncia is responsible for the delivery of the Products to the public road around the premises and/or residence where the Products are to be delivered. Delivery on own land is at the risk of the Customer.

8 Risk

1. The risk with regard to the products to be delivered by Suncia passes to the Customer when the Products have been delivered to the address specified by the Customer and/or the Products have been collected by the Customer by appointment.
2. Suncia is not obliged to compensate the Customer for damage related to the delay.

9 Returns

1. The conditions regarding the return of Products are described in our Webshop.

10 Retention of title

1. The products delivered by Suncia remain the property of Suncia until the Customer has paid the purchase price in full. Products supplied by Suncia, to which this retention of title applies, may only be resold or used in the ordinary course of business. As long as the retention of title is in force, the Customer may not pledge the products in question or establish any other right to them.

11 Force majeure

1. Force majeure is understood to mean circumstances that prevent or hinder the fulfillment of the agreement and that are not attributable to Suncia. If and insofar as these circumstances make performance impossible or unreasonably difficult, this will include: theft, war or a similar situation, malfunction, epidemic, strikes in companies other than those of Suncia, a general lack of products or services necessary for the establishment of the agreed performance, unforeseeable stagnation at suppliers or other third parties on which Suncia depends,  general transport problems, fire and government measures including import and export bans, restrictions and sanctions.
2. If the force majeure lasts longer than six (6) months, both parties are entitled to dissolve the agreement. In that case, Suncia is not obliged to pay any compensation.

12 Warranties

1. Suncia does not provide any (product) guarantees. Warranties are provided solely by the manufacturer of the relevant Products.
2. In the event of a manufacturer's bankruptcy, Suncia is not responsible for fulfilling any warranty obligation that Customer may expect from the manufacturer under the warranty granted.
3. The procedures and conditions relating to manufacturers' warranties are published, if available, in the Suncia Webshop.
4. Warranty claims do not suspend the Customer's payment obligations to Suncia.
5. As a service, Suncia may assist the Customer in reporting a warranty claim to the Manufacturer. Suncia can only support this if the Manufacturer's assembly instructions have been strictly followed by the Customer. In addition, the Customer must report defects in writing and in accordance with the applicable warranty procedure within 5 Days of detection.
6. In all cases excluded from the manufacturer's warranty, any color differences of the Products, network errors, network and connection problems resulting from the Customer's internet installation, damage to (parts of) the Products by fire, explosion, flood, direct and indirect lightning strike, earthquakes and/or volcanic eruption, atomic nuclear reactions, war, danger of war, riot, animals, hail, gusts of wind, eddy currents, sandstorms, short circuit, abuse, wrong, wrong  use, improper and regular maintenance, contact with chemical gases or liquids, vandalism, theft, molestation and/or having made a change to the Products.
7. If the warranty is claimed, the original invoice must be submitted.

13 Liability and indemnification

1. For defects in delivered Products, the warranty as described in article 12 of these General Terms and Conditions of Sale applies.
2. Suncia is never liable for damage caused by attributable shortcomings, tort (whether or not in execution of the work) or liable on another legal basis. The liability of Suncia for all direct and/or indirect damage of the Customer or third parties, including consequential damage, delay damage, or loss of profit, is always excluded except in the case of intent or gross negligence on the part of Suncia.
3. Suncia is never liable for damage caused by Products that have been delivered to Suncia by third parties and that Suncia has delivered to the Customer.
4. Suncia is never liable for all direct and/or indirect damage (including loss of profit) resulting from not being allowed to use or deliver the Products outside the Netherlands, because the Products do not meet a certain standard or standard applicable in the relevant country. The Customer guarantees that he has examined prior to the purchase that the Products may be transported, used and/or re-delivered in the country to which they are transported. The consequences of failing to carry out such a prior investigation are therefore at the full risk of the Customer.
5. The Customer indemnifies Suncia against claims from third parties related to the sale, delivery or installation of the Products by the Customer.
6. In all cases in which Suncia is obliged to pay compensation, this will never exceed the invoice value of the delivered Products through or in connection with which the damage was caused or if the damage is covered by Suncia insurance, the amount actually paid out by the insurer in this regard. The choice is Suncia's.
7. Damage that could be eligible for compensation must be reported to Suncia in writing as soon as possible, but no later than five days after its occurrence. A late notification will lead to the forfeiture of all liability on the part of Suncia, even if the Customer is harmed in its interests as a result.

14 Intellectual property

1. All intellectual property rights to delivered Products (including the Agreement, Offer, designs, manuals, documentation, reports, displayed information, communications or other expressions relating to the Products and/or Services) are vested in Suncia, insofar as those rights do not (also) belong to the Supplier.
2. The Customer is not permitted to copy and/or change Products, unless otherwise agreed in writing.

15 Dissolution of agreement

1. If the Customer fails to comply with any obligation under the agreement with Suncia, or in the event of bankruptcy, suspension of payment or receivership of the Customer or the closure or liquidation of its business, Suncia is, after having given the Customer written notice of default, entitled to the execution of the agreement without judicial intervention and without any obligation to pay compensation and without prejudice to its further rights.  (partially) suspend or (partially) dissolve. In those cases, all claims that Suncia may have against the Customer are immediately due and payable.

16 Applicable law/Competent court

1. All legal relationships between Suncia and the Customer are exclusively governed by Dutch law.
2. All disputes that may arise as a result of the agreement and agreements that may result from this or that arise from the agreement will be settled exclusively by the competent court of the District Court of Rotterdam (the Netherlands), unless Suncia chooses the competent court of the Customer's place of residence or business as the claimant or requesting party.

17 Personal data

1. Under the General Data Protection Regulation (which we hereinafter refer to as "GDPR"), professional use of the Customer's data is permitted if there is one of the grounds for lawful use included in the GDPR. For the proper execution of the agreement, it is necessary that Suncia receives and processes (personal) data of the Customer, such as the address, telephone number, e-mail address, VAT number, overview of orders of the Customer for, among other things, the delivery of products and the sending of invoices. In addition, Suncia uses (personal) data of the Customer to contact the Customer to hear the Customer's views on the services of Suncia and sometimes to inform Kant about important changes or developments on, for example, the Suncia website or regarding the services of Suncia. Furthermore, insofar as the Customer has consented to this, Suncia may use (personal) data to inform the Customer by e-mail about other products and services that Suncia offers, which may be of interest to the Customer. Suncia also uses and analyzes the information provided by the Customer through the Suncia website to manage, support, improve and develop Suncia's business activities. The Customer agrees that his (personal) data will be processed and the Customer gives Suncia permission to process (personal) data and electronic data exchange (internet and e-mail).
2. Suncia does not sell the (personal) data of the Customer to third parties, unless this is necessary for the execution of the agreement with the Customer, to comply with a legal obligation or if the Customer agrees to this. With companies that process (personal) data of the Customer on behalf of Suncia, Suncia concludes a processor agreement to ensure the same level of security and confidentiality of the (personal) data of the Customer.
3. Suncia takes security measures to protect (personal) data of the Customer (including security software) against access by unauthorized persons and against unlawful processing, unforeseen loss, destruction or damage. Suncia stores (personal) data for a reasonable period of time or as long as required by law.
4. The Customer realizes that despite all safety measures observed by Suncia, no absolute certainty can be given against unauthorized consultation.
5. Suncia uses so-called 'cookies' via its website. Cookies are small amounts of information that Suncia stores on the Customer's computer, tablet or smartphone. When Customer uses the Suncia website, Customer may consent to cookies, insofar as consent is required for those cookies. Suncia uses functional, analytical and tracking cookies. Cookies make it easier for Customer to log in and use Suncia's website on future visits to the website. Suncia can also use cookies to monitor the traffic on its website and to tailor the content of the website to the Customer. The customer can set his computer in such a way that it refuses cookies. How the Customer can do this is stated on www.aboutcookies.org. In addition, the Customer can inform Suncia that it no longer agrees to cookies. If Customer sets its computer to refuse cookies, Customer will not be able to use certain features of the Suncia website.
6. The customer has the right to view, correct or delete his personal data. The Customer can do this via the Suncia website itself via the personal settings of the Customer's account. In addition, the Customer has the right to withdraw its consent to the data processing or to object to the processing of its personal data by Suncia and the Customer has the right to data portability. This means that the Customer can submit a request to Suncia to send the personal data that Suncia has about the Customer in a computer file to the Customer or another organization mentioned by the Customer. If the Customer wishes to exercise its right to object and/or the right to data portability or if the Customer has other questions/comments about the data processing, the Customer can send a specified request to [email protected]. Suncia will respond to Customer's request as soon as possible. The customer also has the possibility to file a complaint with the national supervisory authority, the Dutch Data Protection Authority. This can be done via the following link: https://autoriteitpersoonsgegevens.nl/nl/contact-met-de-autoriteit-persoonsgegevens/tip-ons
7. The Privacy Statement in which the content of this article 17 is (also) included and in which it is stated in more detail which cookies are used by Suncia, can be found at: www.suncia.nl/service/privacy-policy and is made available to the Customer when placing the order on the Suncia website. Since the cookies can change in the meantime, the digital Privacy Statement is more extensive or more detailed by mentioning the current cookies. At the request of the Customer, a copy of the Privacy Statement can be provided.
8. All future changes to Suncia's privacy policy will be announced via Suncia's website and, where necessary, for example sent via an e-mail message to the Customer.