1. General Provisions and Definitions

1.1 These General Conditions of Sale (hereinafter “Conditions”) govern the buying and selling relationship of movable goods concluded between Solarplace s.r.l. (hereinafter “Solarplace”) and its clients (individually the “Client”, collectively the “Clients”). Both parties may also be collectively referred to as the “Parties”.

1.2 Solarplace operates as a distributor and seller of movable goods, mainly components and products of an electrical, energy, or building nature.

1.3 Sales contracts can also be concluded between Solarplace and the Clients remotely and via the web through the e-commerce platform located at the domain https://solarplace.net/ or at the domains https://solarplace.it or https://solarplace.eu (hereinafter the “Platform”). In the case of remote selling, the contract is concluded over the internet, through the creation of a purchase order by the Client according to the procedure provided on the Platform.

1.4 These terms may be subject to changes, and the date of their publication on the Platform is equivalent to their effective date.

1.5 Any issue concerning the relationship concluded between Solarplace and the Client that is not expressly or implicitly resolved by these Conditions will be governed by Italian law.

1.6 For the purposes of these Conditions, the following terms, where capitalized, will have the following meanings: (i) “Product”: refers to the products and movable goods supplied by Solarplace; (ii) “Contract”: refers to the sales contract of Products between Solarplace and the Client.

2. Pre-Contractual Information and Scope of Application

2.1 The applicable Conditions are those in effect on the date of transmission of the purchase order of a Product.

2.2 Before proceeding with the purchase of Products through the Platform, the User is required to read these Conditions carefully, which are made available to them and allow for their storage and reproduction.

2.3 These Conditions are deemed to be accepted if the Client registers for an account on the Platform and/or checks the relevant box when submitting a purchase request. In such a case, the Client expressly acknowledges that the submission of the purchase request implies full knowledge and acceptance of these Conditions.

2.4 The Conditions can be modified at any time without any notice, based on a unilateral decision from Solarplace and without any approval from the Clients. Any changes and/or new Conditions will be effective from the moment of their publication on the Platform. Clients are therefore invited to regularly access the Platform to check for any modifications and/or updates to the Conditions. If the modified Conditions are not accepted, the User will not be able to use the services of the Platform. The use of the Platform, even after the modification of the Conditions, implies acceptance of the Conditions in every respect.

2.5 The Client, before finalizing the purchase, reviews the characteristics of the goods that are illustrated in the individual product sheets for each Product and declares to have been specifically informed, among other conditions, especially concerning: i) the price of the Products with the details of shipping costs, VAT, and other taxes if applicable, and any other costs; ii) payment methods; iii) conditions, terms, and procedures for exercising the right of withdrawal; iv) warranties; v) applicable law and competent court.

2.6 The submission of the purchase order implies full knowledge and express acceptance by the Client of these Conditions.

2.7 The Client is required to check with the utmost care and attention the accuracy of their data contained in the purchase confirmation and to communicate to Solarplace, within and no later than the following 24 hours, any corrections to them.

2.8 The Client, if an individual, by placing an order through the Platform, guarantees to be of legal age (18 years) and to have the legal capacity to enter into contracts.

2.9 In any case, the Client is prohibited from entering false, invented, or fictitious names in the order process and further communications to Solarplace, which reserves the right to pursue any violation and abuse legally.

2.10 The Client must pay particular attention when filling out the order form, as Solarplace cannot be held responsible for any incorrect data provided by the Client if such information was submitted by the Client themselves.

3. Order and Conclusion of the Contract

3.1 Solarplace's offer is non-binding in terms of price, quantity, delivery time, and availability.

3.2 The order is considered completed and the Sales Contract concluded at the moment the Customer completes the online purchase procedure or returns a signed offer or order confirmation in PDF previously prepared by Solarplace.

3.3 The Customer agrees to commit to reading the entire sales listing before purchasing a good or service.

3.4 The purchase made through the Platform is carried out after providing all the data required by the purchase procedure by clicking on the "PLACE ORDER" button. Correct receipt of the order is confirmed by sending an e-mail to the electronic address communicated by the Customer.

3.5 The Customer who made the purchase through the Platform can access their reserved area and check its status through the "My Orders” section.

3.4 If the Customer, after placing an order, requests changes in quantity, quality, size, or technical characteristics of the Product, these may be subject to re-negotiation and in case of failure to reach an agreement, the Parties will remain bound to the original Contract.

3.4 To accept an offer, the Customer must complete the online procedure or sign the offer within a reasonable period possibly indicated by Solarplace on the offer itself and in any case not exceeding 10 days.

3.5 In the case of orders with the condition of payment upon notification of ready goods, after the notification of ready goods that may be sent by Solarplace by email, the goods will remain in a reserved state for an additional 5 working days from the notification within which the Customer must necessarily pay the supply balance.

3.6 For deliveries beyond 30 days from the order date, the prices indicated in the order may undergo changes depending on the supply period and the price lists applied by the manufacturer. Any variations will be communicated to the customer who will have the option to confirm or cancel the order.

3.7 The Parties agree that if the Products are made to the technical specifications provided directly by the Customer, Solarplace will not be responsible for their accuracy, duration, and functionality. Anything the Customer does not explicitly indicate in the technical specifications will be carried out at Solarplace's discretion and as such accepted by the Customer.

3.8 Any differences between the Product and any samples of the same material in the Customer's possession or any differences with the catalogs and illustrative material cannot give rise to any complaint as the samples are purely indicative.

3.9 The personal data communicated for payment will be processed by Solarplace to follow up on the order request and the related invoicing, except for data concerning the payment of the purchased good, which will be communicated directly to the electronic payment system provided by the banks used by Solarplace to enable economic transactions.

3.10 In no case can Solarplace be held responsible for any fraudulent and improper use of credit cards or similar by third parties.

3.11 Once the contract is concluded, Solarplace will send the Customer, by electronic mail, an order summary of the information already contained in the order itself.

3.12 Confidentiality Commitments: Solarplace and the Customer agree to keep confidential and not to disclose or transmit to Third Parties, even after the termination of the sales contract effects, all information related to the same in compliance with privacy regulations.

3.13 In case of violation of the prohibitions contained in the current article, Solarplace reserves the right to take all necessary actions to cease the irregularities, including suspension of access to the Platform, deletion of the account, or non-acceptance or cancellation of orders.

4. Prices

4.1 Unless otherwise indicated in writing, all selling prices displayed on the Product sheets are expressed in Euros (excluding VAT to be applied based on the country of destination and in compliance with the international regulations in force) net of the CONAI contribution and may be subject to updates.

4.2 The Customer must ascertain the final sale price before submitting the order form.

4.3 Shipping costs are not included in the price of the Products but are calculated based on the shipping method chosen by the Customer, the destination indicated by them, the number of pallets, packages and are indicated at the time of the order when the data to estimate them are available.

5. Payment Methods

5.1 Payment can be made by credit card, bank transfer, online transfer Sofort/Klarna, Sepa Direct Debit.

5.2 Payment data and communications occur on appropriate protected lines with all guarantees assured by the security protocols of electronic payment circuits.

6. Delivery

6.1 Solarplace will deliver the products purchased by the Customer through specialized carriers specifically appointed by Solarplace.

6.2 Delivery will take place, unless otherwise specified, at the Customer's address indicated in the online procedure or in the offer or order confirmation. Solarplace may make split deliveries, at different times, also in relation to the same order. In case of split deliveries, Solarplace reserves the right to request additional transport costs.

6.3 The goods always travel on behalf and at the risk of the buyer. Therefore, Solarplace is not responsible for deterioration, damage, delays, fines, or other prejudices and damages of any kind that may occur during transport.

6.4 Transport costs are borne by the Customer. Solarplace will not be responsible for delays caused by incorrect communication of addresses and other information necessary to make the delivery of the products.

6.5 Solarplace will notify the Customer of the risk of possible delays, committing to quantify and adequately justify them.

6.6 If, due to delays in the delivery of the Products, it becomes necessary to make urgent shipments, with a consequent increase in the related costs, any surcharges will be charged to Solarplace.

6.7 Solarplace is not to be held responsible for any delay due to force majeure as per the following art. 14 or acts or omissions of the Customer or justified by the Customer's failure to comply.

6.8 The Customer agrees to take delivery of the Products subject to the order as soon as they are made available at the indicated place, assuming the potential costs and indemnities related to delays in taking delivery.

6.9 Upon receiving the Product, the Customer must check, in the presence of the appointed carrier, that: (i) the quantity and type of Products ordered match what is indicated on the delivery document; (ii) the packaging used for transport is intact, undamaged, or otherwise unaltered, even if only in the sealing materials. In case of discrepancies and/or differences, the Customer must accurately note them on the delivery document (waybill or bill of lading) and notify Solarplace by registered letter with return receipt (A.R.) within the essential term of 7 days after receiving the Product, under penalty of forfeiture of the right to enforce their rights in this regard.

6.10 The Customer also waives the possibility of requesting from Solarplace the payment of penalties, or any amount as compensation for damages, in case of non-delivery or delayed delivery of the Product compared to the dates possibly indicated in the order.

6.11 Notwithstanding art. 1464 c.c., if the Products were or are no longer easily available on the market, the Customer waives the right to withdraw from the Contract, and the Customer's obligation to make payment remains under the agreed terms for the deliveries already made, without any right to price reduction or compensation for damages of any kind.

6.12 Returns, replacements of products, or any partial credits will only be accepted with prior written authorization from Solarplace and invoiced with a minimum contribution equal to 20% of the net price of the product sold.

7. Retention of Title

7.1 The ownership of the Product remains with Solarplace until full payment of the Fees referred to in the following article and any other amounts possibly due. The retention of title applies even as long as drafts or checks delivered to Solarplace have not been fully collected.

7.2 Non-payment by the Customer, in whole or in part, of the Fees indicated in the order or Contract, will give Solarplace, according to the law, the right to regain possession of the Product, without prejudice to any other rights.

8. Fees

8.1 As consideration for the supply of the Product and the provision of any services and/or accessory goods, the Customer shall pay Solarplace the Fees indicated in the order, by the deadlines and in the manner specified therein. If a deposit payment is required for the supply, this cannot be carried out without payment of the agreed deposit.

8.2 Unless otherwise agreed in writing or resulting from practices previously established between the Parties, payment of the Fees and any other amounts due by the Customer must be made on the due date and/or terms agreed and indicated in the order or offer.

8.3 In case of partial payment of the Fees, Solarplace may, at its discretion and regardless of any indication provided by the customer on the allocation, apply the received amounts to cover one or more Fees for the goods supplied.

8.4 Solarplace, at its sole discretion, may refuse to proceed with the supply of the Product if the Customer has previously been in default, is listed in the protest register, subject to enforcement procedures, has filed for or is subject to insolvency procedures as an owner of a business or legal representative of a company, for technical-organizational reasons or for any other reason based on which Solarplace deems it inadvisable to conclude the sale. Such refusal will be communicated via fax or e-mail, to the customer's email address indicated in the Contract or during registration on the Platform.

8.5 In case of delayed payment to Solarplace, without the need for a formal notice of default and without prejudice to any other different rights, the interest provided by D.L. vo n. 231/2002 will apply, determined in the manner prescribed by the aforementioned Legislative Decree.

8.6 Any repeated delays or constant irregularities in payments by the Customer will give Solarplace the right to suspend or stop the delivery of the ordered Product, without prejudice to Solarplace's right to compensation for direct and indirect financial damages.

8.7 If Solarplace has reason to suspect that the Customer may not or will not pay for the Product by the agreed due date, it may at any time suspend or cancel the order, modify the payment terms if, at its sole discretion, the Customer's solvency conditions are lacking or diminished, or condition the delivery of the Product upon adequate payment guarantees (e.g., bank guarantee, issuance of a cashier's check or promissory note). In case of deferred payment granted to the Customer, this benefit is automatically forfeited if the Customer fails to make timely payments of individual installments on two consecutive occasions.

8.8 In any case, the possibility for the Customer to suspend, in whole or in part, the agreed payment of the Fees due to alleged non-compliance by Solarplace is excluded.

9. Confidentiality Commitments

9.1 Solarplace and the Customer agree to keep confidential and not disclose or convey to third parties, even after the termination of the Contract, all information related to it.

10. Liability

10.1 It is understood between the Parties that Solarplace is merely a supplier of the Product and therefore does not assume any obligations beyond those provided for in the sale contract.

10.2 Except as mandatorily provided by law, Solarplace assumes no liability for damages of any kind suffered by the Customer in relation to this Contract or the services provided therein.

10.3 In any case, Solarplace is not liable for damages due to causes beyond its control or attributable to the Customer (e.g., incorrect static calculations of the system in case of wind and snow, etc.).

10.4 The Customer agrees to indemnify and hold Solarplace harmless from any compensation claims that may be made against it and from any adverse consequences that may arise therefrom.

11. Changes to Sales Conditions

11.2 Solarplace reserves the right to unilaterally change and modify at any time the conditions indicated in the sale contract, with specific reference to the applicable fees, notifying via fax or email. These changes will come into effect immediately.

12. Warranty

12.1 Solarplace declares that the Product covered by the order is free from defects and/or anomalies and/or malfunctions that make it unsuitable for the agreed use or appreciably reduce its value.

12.2 If the product exhibits defects and/or anomalies and/or malfunctions, and provided that the Customer has reported them in writing by telefax, registered letter with return receipt, or telegram to Solarplace within the essential term of 7 days from the date on which the Customer discovered or should have discovered such defect or malfunction, specifying in detail the nature and extent of the anomaly, Solarplace may, at its sole discretion: a) replace the defective Product with compliant products, without any additional charge to the Customer, or b) repair the defective Product, without any additional charge to the Customer, or c) apply a reduction to the amount paid by the Customer, or d) refund the price paid by the Customer for non-compliant products and consequently cancel the order in relation to them.

12.3 It is understood that any claims or disputes will not entitle the Customer to suspend or otherwise delay the payments for the disputed Products, much less for other supplies.

12.4 If the report of defects or malfunction is unfounded, the Customer will be required to reimburse Solarplace for all expenses (expertise, verification costs, etc.) incurred for the verification of the anomalous or defective Products.

12.5 In any case, the warranty does not apply if the product supplied by Solarplace exhibits tampering and/or unauthorized modifications or resulting from incorrect handling by the Customer and/or unauthorized personnel, if the Customer does not follow the instructions provided by the manufacturer or Solarplace, or if defects are caused by improper use and storage by the customer.

12.6 The warranty for the proper functioning of the Product supplied is generally 24 months from the date of delivery to the Customer unless otherwise agreed between the Parties.

13. Taxes

13.1 Any tax, duty, or levy imposed on the Contract, on the services provided therein, or on the amounts payable will be borne by the Customer, excluding taxes owed by Solarplace.

14. Force Majeure

14.1 Solarplace will not be liable for the non-fulfillment of an obligation if it proves that such non-fulfillment is due to an impediment or event (including but not limited to fires, wars, seizures, transportation disruptions, strikes, production stoppages, and defects or delays in deliveries from suppliers) beyond its control and that could not reasonably have been foreseen at the time of placing the order and consequently concluding the contract.

14.2 If the event or impediment continues for a period exceeding 50 (fifty) days, the party unable to fulfill its obligation may terminate the Contract by written communication (fax, registered letter with return receipt) to the other party, which will not be entitled to any compensation for damages or other contractual penalties.

15. Personal Data Protection

15.1 Pursuant to Article 13 of Legislative Decree 196/03, the Customer declares to have been informed about the subjects and methods and purposes of the processing of their data and to be aware of the rights under Article 7 of Legislative Decree 196/03.

15.2 By signing this document, the Customer also gives consent for Solarplace to collect, store, use, and process the data in its possession for promotional, commercial, accounting, and tax purposes connected with the fulfillment of the Contract. The Customer also authorizes Solarplace to transmit their data to qualified third parties for legal and/or contractual obligations connected with or deriving from the relationship with Solarplace.

16. Miscellaneous

16.1 Communications. Any communication under this Contract will be valid, unless otherwise specified, if made in writing to the addresses indicated in the order.

16.2 Tolerance. Behaviors by the Customer that violate the conditions contained in the Contract may be tolerated by Solarplace through written act; however, such tolerance, even if tacit or by conclusive behavior, does not constitute a waiver of the rights arising from the violated provisions nor the right to demand exact fulfillment of all due performances.

16.3 Assignment. Only Solarplace is entitled to assign the Contract or the rights deriving from it, such as credits, to Third Parties; the Customer hereby consents under Article 1407 of the Civil Code.

16.4 Entire Agreement. The Contract represents the regulation of the relations between the Parties.

16.5 Partial Invalidity. Where possible, each provision of the Contract should be interpreted to be valid and effective; however, if a provision is deemed invalid or ineffective in itself, it does not invalidate the remaining part of the Contract.

16.6 Jurisdiction. All disputes related to the Contract, including those related to its execution and/or interpretation and/or application, even those arising from extracontractual actions, will be subject to the exclusive jurisdiction of the Court of Cagliari, even in the case of cause connection or third-party guarantee summons.

16.7 Attachments. Any attachments form an integral and substantial part of the Contract.

PylontechBMS per H48050

Pylontech
BMS per H48050