STANDARD TERMS AND CONDITIONS OF SALE
(For Wholesale Sale of Solar Panels and Related Products)
These Standard Terms and Conditions of Sale (“Terms”) apply to all quotations, sales orders, invoices, and sales of products (“Products”) by Andall Ventures, LLC (“Seller”) to any purchaser (“Buyer”), unless otherwise agreed in a separate written contract signed by Seller’s authorized representative. Buyer’s purchase order, acceptance of delivery, or payment for Products constitutes Buyer’s acceptance of these Terms.
1. Orders and Acceptance
1.1 All quotations by Seller are non-binding offers and subject to change or withdrawal at any time prior to Seller’s written or electronic order confirmation.
1.2 A binding contract is formed only when Seller issues an order confirmation, ships the Products, or otherwise expressly accepts the order in writing.
1.3 Seller reserves the right to reject any order, in whole or in part, for any reason, including credit concerns, product availability, or regulatory restrictions.
2. Prices, Taxes, and Changes
2.1 Prices are as stated in Seller’s quotation or order confirmation and are exclusive of all taxes, duties, fees, and other governmental charges, which shall be paid by Buyer.
2.2 Seller may adjust prices if there are changes in freight costs, tariffs, raw material costs, currency fluctuations, or other cost factors beyond Seller’s reasonable control prior to shipment.
2.3 Unless otherwise specified in writing, all prices are in U.S. dollars.
3. Payment Terms; Late Payment
3.1 Payment terms are as specified on Seller’s quotation or invoice. If no terms are stated, payment is due prior to shipment (prepaid).
3.2 If Seller approves credit, invoices are due net [30] days from the invoice date unless otherwise agreed in writing.
3.3 Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by applicable law, from the due date until paid in full.
3.4 Buyer is responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.
3.5 Seller may, at its option, suspend shipments, require payment in advance, or cancel any order if Buyer fails to pay any amount when due or if Seller reasonably believes Buyer’s financial condition has become impaired.
4. Delivery, Shipping, and Risk of Loss
4.1 Unless expressly stated otherwise in writing, all shipments are F.O.B. Seller’s warehouse (or EXW Seller’s facility under Incoterms®), and risk of loss and title (subject to Section 5) pass to Buyer upon delivery to the carrier.
4.2 Shipping dates provided by Seller are estimates only and are not guaranteed. Seller shall not be liable for any loss, damage, or penalty resulting from delays in shipment or delivery.
4.3 Seller has the right to make partial shipments and to invoice each partial shipment separately.
4.4 Buyer is responsible for all freight, insurance, customs, duties, and related charges unless otherwise agreed in writing.
5. Security Interest and Title
5.1 Notwithstanding delivery and risk of loss passing to Buyer, Seller retains a security interest in all Products delivered until Seller has received full payment of all amounts due for those Products.
5.2 Buyer authorizes Seller to file financing statements or similar instruments to perfect Seller’s security interest and agrees to execute any documents reasonably requested by Seller in connection therewith.
6. Inspection and Claims
6.1 Buyer shall carefully inspect all Products immediately upon receipt.
6.2 Any shortage, visible damage, or discrepancy must be noted on the carrier’s delivery receipt and reported to Seller in writing within five (5) business days of delivery, together with reasonable supporting documentation (photos, delivery documents, etc.).
6.3 Any claims for concealed damage must be reported to Seller in writing within ten (10) business days of delivery.
6.4 Failure to provide timely notice constitutes acceptance of the Products and waiver of all such claims.
6.5 Buyer’s exclusive remedy for shortages or damaged Products is repair, replacement, or credit, at Seller’s option.
7. Returns and Cancellations
7.1 No order may be cancelled, and no Products may be returned, without Seller’s prior written consent.
7.2 If Seller approves a cancellation or return for reasons other than Seller’s error, Buyer may be charged a restocking fee of up to [15–25]% of the purchase price, plus all shipping, handling, and related costs.
7.3 Special order, custom, clearance, or “as-is” Products are non-cancellable and non-returnable except as required by law or expressly agreed in writing.
8. Product Condition; Surplus and “As-Is” Sales (Optional Clause)
(Keep this if you sometimes sell used, surplus, or clearance panels)
8.1 Certain Products may be sold as surplus, used, refurbished, overstock, or otherwise not as new (“Non-New Products”). Non-New Products will be clearly designated as such on the order or invoice.
8.2 Unless expressly stated otherwise in writing, Non-New Products are sold “AS-IS” and “WITH ALL FAULTS,” with no warranties of any kind, and are non-returnable.
9. Warranties; Disclaimers
9.1 Seller does not manufacture the Products and, to the extent available, will pass through to Buyer any transferable manufacturer’s warranties.
9.2 Except for any express written warranty provided by Seller, Seller makes NO OTHER WARRANTIES, express or implied, including but not limited to:
- any implied warranty of merchantability;
- any implied warranty of fitness for a particular purpose;
- any warranty of non-infringement;
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any warranty regarding system performance, energy production, or savings.
9.3 Buyer is solely responsible for design, engineering, installation, interconnection, and ensuring that the Products are properly selected, integrated, installed, and used in compliance with all applicable codes, standards, and regulations.
9.4 No advice, statements, or recommendations by Seller or its representatives shall be construed as a warranty or as professional engineering, legal, or electrical advice.
10. Limitation of Liability
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY:
- indirect, incidental, special, punitive, or consequential damages;
- loss of profits, loss of revenue, loss of energy savings, loss of use, or business interruption;
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costs of substitute goods, equipment, or services;
arising out of or in connection with any sale or use of the Products, even if Seller has been advised of the possibility of such damages.
10.2 Seller’s total cumulative liability arising out of or in connection with any sale of Products, whether based on contract, tort (including negligence), strict liability, or otherwise, shall not exceed the amount actually paid by Buyer to Seller for the specific Products giving rise to the claim.
10.3 Any action or claim against Seller must be brought within one (1) year after the cause of action accrues.
11. Use, Installation, and Resale
11.1 Buyer assumes full responsibility for the installation, operation, maintenance, and resale of the Products.
11.2 Seller is not responsible for site conditions, roof integrity, structural capacity, electrical design, permitting, utility interconnection, or performance guarantees.
11.3 Buyer agrees not to represent to end customers that Seller has provided engineering or installation services unless expressly agreed in writing.
11.4 Buyer shall ensure that its customers and downstream purchasers receive any required safety information, manuals, and applicable manufacturer documentation.
12. Compliance with Laws; Export/Import Controls
12.1 Buyer shall comply with all applicable federal, state, and local laws, regulations, codes, and standards related to the purchase, use, installation, resale, export, and import of the Products.
12.2 Buyer shall not export or re-export Products in violation of any applicable export control, sanctions, or trade laws.
12.3 Buyer is solely responsible for obtaining any necessary licenses, permits, or approvals for the resale or export of Products.
13. Indemnification
13.1 Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Buyer’s installation, use, maintenance, or resale of the Products;
(b) Buyer’s breach of these Terms or any applicable law;
(c) any representation or warranty made by Buyer to its customers beyond those expressly authorized in writing by Seller or the manufacturer;
(d) any modification or misuse of the Products.
14. Force Majeure
14.1 Seller shall not be liable for any delay in performance or failure to perform due to causes beyond its reasonable control, including but not limited to:
- acts of God, natural disasters, or severe weather;
- war, terrorism, civil unrest, or embargoes;
- labor disputes or strikes;
- shortages of materials, components, energy, or transportation;
- government actions, regulations, or restrictions;
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pandemics or epidemics.
14.2 In such cases, Seller’s performance shall be excused for the duration of the delay, and the delivery schedule shall be extended accordingly.
15. Product Changes and Substitutions
15.1 Seller reserves the right to supply Products with minor changes, substitutions, or updated models that are reasonably equivalent in function and performance, if the originally quoted Products are unavailable, discontinued, or replaced by the manufacturer.
15.2 Seller will use commercially reasonable efforts to notify Buyer of any material change affecting fit, form, or function.
16. Confidentiality and IP (Optional / Light Clause)
16.1 Any non-public pricing, technical data, or other information provided by Seller is confidential and may not be disclosed by Buyer to any third party except as necessary to sell or install Products for end customers.
16.2 All trademarks, trade names, logos, and branding used in connection with the Products remain the property of their respective owners.
17. Governing Law and Venue
17.1 These Terms and all sales transactions between Seller and Buyer shall be governed by and construed in accordance with the laws of the State of [Pennsylvania], without giving effect to conflict-of-laws principles.
17.2 Any dispute arising out of or related to these Terms or the sale of Products shall be brought exclusively in the state or federal courts located in [County, State], and Buyer consents to the personal jurisdiction of such courts.
18. Assignment
18.1 Buyer may not assign or transfer any rights or obligations under these Terms or any order without Seller’s prior written consent.
18.2 Seller may assign its rights and obligations, in whole or in part, to an affiliate or successor in interest without Buyer’s consent.
19. Severability
19.1 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties’ original intent.
20. Entire Agreement; Order of Precedence
20.1 These Terms, together with Seller’s quotation, order confirmation, and invoice, constitute the entire agreement between Seller and Buyer with respect to the sale of the Products and supersede all prior or contemporaneous understandings, negotiations, or agreements, whether written or oral.
20.2 In the event of a conflict between these Terms and any terms in Buyer’s purchase order or other document, these Terms shall control, and any additional or conflicting terms proposed by Buyer are hereby rejected and shall have no force or effect unless expressly agreed to in a written document signed by an authorized representative of Seller.