Article 1 General 1.1: The following definitions shall apply to these general terms and conditions: Megawatt Projects B.V.: Megawatt Projects B.V., established in Echt and registered in the Commercial Register of the Chamber of Commerce under number 94399212; Customer: the party issuing an order to Megawatt Projects B.V. to provide advice and/or to take care of a subsidy application and/or to install solar panels and/or inverter, PV system: a system consisting of a set of solar panels, inverter(s) battery storage systems and accessories.
Installation: the actual provision and installation of the PV system at the location specified by the Customer.
Agreement(s): Any agreement between Contractor and Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and execution of that Agreement.
Subsidy: SDE subsidy, or Stimulating Sustainable Energy Production, which Megawatt Projects B.V. seeks to obtain for the Customer in connection with the purchase of the PV system.
1.2: The general terms and conditions apply to each supply of goods/services. Article 2 Applicability of these conditions 2.1: These conditions apply to all legal relationships where Megawatt Projects B.V. acts as vendor, supplier of goods or service provider.
The applicability of general conditions used by the Customer is hereby expressly rejected. Article 3 Offers and formation of Agreement 3.1: As a result of the visit by Megawatt Projects B.V. at the location specified by the Customer and the observations made as a result thereof by Megawatt Projects B.V. and information obtained from the Customer, Megawatt Projects B.V. will prepare a quotation covering the costs for (i) submitting the request for Subsidy to appropriate authorities, if required, (ii) supply of PV system and (iii) the Installation. Quotes made by Megawatt Projects B.V. are valid for 30 days unless otherwise stated. 3.2: All data, assumptions, estimates, yield calculations, payback periods, subsidy amounts and all other factors underlying Customer’s decision to enter into the Agreement, whether or not known to Megawatt Projects B.V., are at Customer’s risk. 3.3: Prices stated in an offer are exclusive of VAT unless otherwise indicated. 3.4: An agreement is concluded by written signature and return by Customer to Megawatt Projects B.V. of the quotation issued in duplicate by Megawatt Projects B.V. 3.5: By acceptance of the quotation by the Customer a binding agreement comes into being. By acceptance of the quotation the Customer guarantees that the construction of the real estate is suitable for the Installation of the purchased item. If the Customer cannot guarantee this, then it is possible to have an inspection done by a third party at additional cost. Furthermore, by accepting the offer, the Customer guarantees that a building permit and/or other cooperation or permission from third parties (including an association of owners or a community of which the Customer and/or the real estate or the apartment right is a part) for the Installation of the purchased is obtained or not required.” 3.6: Megawatt Projects B.V. shall not be liable for any damages due to any errors in supplied yield calculations, estimated payback time, expectations of tax schemes or subsidies and other factors that play a role in the Customer’s consideration, unless such information is expressly warranted. Any additional costs that may arise in the future, such as increased (energy) tax or grid management costs, are also at the Customer’s risk, even if Megawatt Projects B.V. could have foreseen these costs. 3.7: Megawatt Projects B.V. reserves the right to subcontract the installation work to a third party.
Article 4 Granting Subsidy 4.1: If the Customer wishes to be eligible for Subsidy, the Customer may authorize Megawatt Projects B.V. to do so by means of the provided authorization form.
The application for Subsidy will in this case be handled completely independently by Megawatt Projects B.V. on behalf of the Customer.
4.2: Grant of Subsidy depends on factors beyond the control of Megawatt Projects B.V..
4.3 Megawatt Projects B.V. cannot give a term within which a decision on the Grant can be expected.
If Megawatt Projects B.V. has mentioned a term this should always be considered indicative.
4.4: If Megawatt Projects B.V. has obtained a decision on the request for Subsidy, it will inform the Customer immediately in writing.
Rejection of the request for Subsidy may be a reason for the Customer to abandon the agreement in the form of dissolution of the agreement.
The Customer will notify Megawatt Projects B.V. in writing within 8 days of receipt of the aforementioned notice if it wishes to dissolve the agreement.
Dissolution in this case can take place free of charge. Megawatt Projects B.V. will in this case refund the first deposit.
After expiry of this period the agreement is final.
4.5: If Subsidy is granted, the Customer must contact the granting authority itself in connection with the payment of the Subsidy and other practical matters.
Megawatt Projects B.V. cannot bear any responsibility and/or liability with regard to whether or not the Subsidy is paid out. Article 5 Execution of the agreement and Installation 5.1: Megawatt Projects B.V. shall exercise the care of a good contractor in executing the agreement.
5.2: The Customer shall ensure that all data, which Megawatt Projects B.V. indicates to be necessary or which the Customer should reasonably understand to be necessary, have been provided to Megawatt Projects B.V. correctly and on time, both in respect of the Subsidy application and the Installation.
If the data required for the execution of the agreement have not been provided to Megawatt Projects B.V. correctly or on time, Megawatt Projects B.V. has the right to suspend the execution of the agreement and/or to charge the Customer for the costs resulting from the delay in accordance with the rates agreed with the Customer, or in the absence thereof, in accordance with the customary rates.
5.3: Megawatt Projects B.V. shall have the Installation performed by qualified electricians.
5.4: The electricians engaged by Megawatt Projects B.V. shall base the Installation on the visual inspection carried out by Megawatt Projects B.V. of the location where the PV system is to be attached.
If during the Installation it appears that the situation encountered unexpectedly deviates from the situation as it appeared during the visual inspection, Megawatt Projects B.V. and the Customer shall consult in accordance with Article 8 as to how to deal with any additional costs resulting from this.
5.5: Megawatt Projects B.V. shall not be liable for damage, of whatever nature, incurred because Megawatt Projects B.V. has relied on incorrect and/or incomplete data provided by the Customer, unless such incorrectness or incompleteness was or should have been known to it.
5.6: The Customer guarantees that the location where the PV system will be installed is asbestos free.
5.7: The Customer shall ensure that the location of the Installation is free of any obstacles that could impede the progress of the Installation. Article 6 Execution Time 6.1: The Installation will take place, in consultation with the Customer, at the location specified by the Customer upon finalization of the Agreement in accordance with Article 4.4.
6.2: The installation date is not part of the Agreements, the appointment is not a deadline, unless expressly agreed otherwise. Megawatt Projects B.V. shall not be in default until it has been given written notice of default after expiry of the aforesaid period and has been given a reasonable period for performance which has expired unused.
7.1 Megawatt Projects B.V. is entitled to deliver products deviating from what has been agreed if it concernschanges in the PV-system to be delivered which are required to comply with applicable legal regulations or if it concerns minor changes of the product which mean an improvement, at the discretion of Megawatt Projects B.V..
Article 8 Modification of the agreement 8.1: If during the execution of the agreement it appears that for a proper execution it is necessary to modify or supplement the activities to be performed, parties shall timely and in mutual consultation modify the agreement accordingly.
8.2: If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result.
Megawatt Projects B.V. will notify the Customer of this as soon as possible.
Megawatt Projects B.V. accepts no liability for possible consequential damages to be suffered by the Customer.
8.3 If the amendment or supplement to the agreement has financial and / or qualitative consequences, Megawatt Projects B.V. will inform the Customer in advance.
Megawatt Projects B.V. will indicate to what extent the amendment or supplement to the agreement will result in an overrun of the price issued. Article 9 Confidentiality 9.1 Megawatt Projects B.V. is obliged to keep confidential all confidential information which it has obtained from the Customer in the context of the agreement.
Information is considered confidential if this arises from the nature of the information. Article 10 Intellectual property 10.1: Advice provided by Megawatt Projects B.V. to the Customer regarding an optimal PV system for the Customer, which may or may not have been incorporated in an offer, are provided at the discretion of Megawatt Projects B.V..
No rights can be derived from this by the Customer.
10.2 Notwithstanding the provisions of Article 9 of these terms and conditions, Megawatt Projects B.V. reserves the rights and powers vested in it under the Copyright Act.
10.3: All by Megawatt Projects B.V. provided documents, such as quotations and advice are intended exclusively to be used by the Customer in the context of the agreement and may not by him without prior consent of Megawatt Projects B.V. be reproduced, published or brought to the knowledge of third parties.
10.4 Megawatt Projects B.V. also reserves the right to use the knowledge gained by the execution of the work for purposes other than the execution of the agreement, provided no confidential information is brought to the knowledge of third parties. Article 11 Warranty materials 11.1: Megawatt Projects B.V. warrants that the Solar Panels of the PV system are free of design, material and manufacturing defects, after the moment of installation, in accordance with the warranty conditions according to the manufacturer’s warranty.
Megawatt Projects B.V guarantees that the inverter of the PV system is free of design, material and manufacturing defects, after the moment of Installation, in accordance with the warranty conditions according to the factory warranty . The warranty period on work is a term of 5 years, unless the defect is not a direct result of the work delivered.
11.2: The Customer must report externally visible defects in writing to Megawatt Projects B.V. within 14 days of discovery.
11.3 In case of warranty claims, the Customer must submit the original invoice.
11.4 Any right to warranty lapses if
(i) the instructions given by Megawatt Projects B.V. for storage, placement, testing, installation, assembly, inspection, maintenance and/or use have not been followed exactly,
(ii) the purchased item has been inexpertly used,
(iii) the Customer or third parties not engaged by Megawatt Projects B.V. have performed work without written permission from Megawatt Projects B.V. and/or
(iv) Customer fails to comply, properly or timely, with any obligations to Megawatt Projects B.V. arising for it from the underlying Agreement.
11.5: If the warranty referred to in paragraph 1 applies and the item has a defect, Megawatt Projects B.V. shall be obliged within 30 days of the Customer notifying it of the defect in writing to remedy the defect or to make a concrete proposal to remedy the defect.
11.6: Megawatt Projects B.V. may choose to replace the item if repair meets with objections.
11.7: The Customer may only claim replacement of the item or dissolution of the purchase agreement if: Megawatt Projects B.V. has attempted twice to repair the same defect, these attempts have been unsuccessful and the defect is sufficiently serious to justify replacement or dissolution, or the item shows or has shown so many defects that it does not comply with the agreement, unless the deviation from the agreed, in view of its minor significance, does not justify dissolution.
11.8: Repair and/or replacement of (any of the parts of) the PV system shall not result in extension of the original warranty period.
11.9: For defects covered by the warranty that occur later than six months after Installation, the Customer must prove that the defect occurred within the warranty period.
11.10: The Customer has no rights to warranty if the installation of or maintenance to the PV system was not performed by an electrician engaged by Megawatt Projects B.V..
11.11: The warranty does not extend to defects caused by fire, theft or vandalism, lightning, animals, extreme weather conditions such as hail (with a diameter of > 25 mm and with an average impact speed of more than 23 m/s), wind gusts/erratic currents/sandstorms, contact with chemical gases or liquids, use of materials other than those advised by Megawatt Projects B.V. and shape changes of the object to which the PV system is attached.
Article 12 Guarantee functionality long-term 12.1: Megawatt Projects B.V. guarantees the output of the PV system for 90% of the original output for 10 years and for 80% for 25 years provided the PV system is maintained in accordance with the instructions of Megawatt Projects B.V. and remains free of shade.
Replacement of the PV system is at the Customer’s own expense.
12.2: The inverter of the PV system has an expected lifetime of 10 to 15 years.
Replacement of the inverter is at the Customer’s own expense. Article 13 Payment 13.1: Payment shall be made according to terms established in the Agreement.
13.2: Payment shall be made by transferring the amount due to NL60SWNB2057796524 in the name of Megawatt Projects B.V. in Echt.
13.3: If the agreement is terminated in line with article 4.4, Megawatt Projects B.V. shall immediately proceed to refund the payment already received from the Customer.
13.4: After the expiry of 14 days from the invoice date, the Customer shall be in default; the Customer shall owe interest of 8% per annum on the due and payable amount from the moment of default.
13.5: In the event of the liquidation, bankruptcy or suspension of payments of the Customer or if application of the debt rescheduling scheme is declared in respect of the Customer, the obligations of the Customer shall become immediately due and payable.
13.6: All items delivered by Megawatt Projects B.V. remain the property of Megawatt Projects B.V. until the moment of complete payment of all that Megawatt Projects B.V. has to claim from the Customer in connection with the Agreement, including damages, costs and interest, if applicable.
13.7: The risk for the items delivered by Megawatt Projects B.V. is for the Customer from the moment those items are delivered to the Customer.
13.8: The transfer of ownership of the PV system takes place after Installation, following the final payment. Article 14 Liability 14.1: For defects in goods delivered, the warranty as described in Articles 11 and 12 of these conditions shall apply.
14.2: The liability of Megawatt Projects B.V. in connection with any defects in the goods supplied by it shall be limited to compliance with the warranty described in Articles 11 and 12.
14.3 Megawatt Projects B.V. shall never be liable to pay replacement or additional damages except if and insofar as the damage suffered was caused by intent or gross negligence of Megawatt Projects B.V. or third parties hired by it.
In all cases in which Megawatt Projects B.V. is liable to pay damages, such damages shall never exceed, at its option, either the invoice value of the delivered items (if the damage does not exceed the value of the invoice) through which or in connection with which the damage was caused, or, if the damage is covered by an insurance of Megawatt Projects B.V., the amount actually paid out by the insurer in the matter.
14.4: Megawatt Projects B.V. will never be liable in case of indirect/consequential damage resulting from damage to goods. 14.5: The above limitations do not apply if the damage is due to intent or wilful recklessness of Megawatt Projects B.V. or its management.
14.6. Megawatt Projects B.V. explicitly rejects any liability in case the installation and/or maintenance of the PV-system did not take place via an installer engaged by Megawatt Projects B.V.
14.7: The website of Megawatt Projects B.V. contains files which are included for information purposes only.
Megawatt Projects B.V. does not guarantee the accuracy or completeness of this material, regardless of whether the material comes from Megawatt Projects B.V. or third parties and accepts no liability for the content of its website.
Calculation examples placed on the website serve only as examples and no guarantees or other rights can be derived from them. Article 15 Force majeure 15.1: Force majeure means circumstances that prevent the fulfillment of the commitment, and which cannot be attributed to Megawatt Projects B.V..
This includes (if and to the extent such circumstances make performance impossible or unreasonably difficult) unforeseeable stagnation at suppliers or other third parties on which Megawatt Projects B.V. depends for the delivery and Installation of the PV system.
15.2 Megawatt Projects B.V. shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Megawatt Projects B.V. should have fulfilled its commitment.
15.3 During force majeure the delivery and other obligations of Megawatt Projects B.V. shall be suspended.
If the period in which fulfilment of the obligations by Megawatt Projects B.V. is not possible due to force majeure lasts longer than 2 months, both parties shall be entitled to dissolve the agreement without any obligation to compensation in that case.
15.4: If Megawatt Projects B.V. has already partly fulfilled its obligations when the force majeure occurs, or can only partly fulfil its obligations, it shall be entitled to separately invoice the part already delivered or the deliverable part, as the case may be, and the Customer shall be obliged to pay this invoice as if it were a separate contract.
However, this does not apply if the part already delivered and/or deliverable part has no independent value. Article 16 Applicable law 16.1: This Agreement is exclusively governed by Dutch law.
This also applies if part or all of the Agreement is to be performed abroad and/or the Customer is resident abroad.
The applicability of the Vienna Sales Convention is excluded.
16.2: All disputes arising between the parties in connection with this Agreement shall be settled by the competent court of the District Court of Limburg. Article 17 Final Provisions 17.1: Megawatt Projects B.V. has the right to amend these General Terms and Conditions.
Amendments shall not affect existing Agreements.