General Terms and Conditions of Symm B.V., with its registered office at (3861 SG) Melkrijder 19a, registered with the Chamber of Commerce No. 90770307, VAT number: NL865447561B01, hereafter referred to as "Symm Solar" .
1.1 These general terms and conditions of Symm Solar apply to all legal relationships between Symm Solar and another party (which we refer to below as the “Client”), including all orders, order confirmations and quotations.
1.2 The parties may only deviate from the general terms and conditions in writing in individual cases. These general terms and conditions therefore always apply, except for written deviations, which will only apply in certain specific cases. Therefore, these General Terms and Conditions do apply in all respects between the parties, both in the past and in the future.
1.3 If a provision of these General Terms and Conditions cannot be invoked because it violates any mandatory provision of law, that provision will, as far as possible, have a similar meaning so that it may be invoked. In such case, the other provisions of these General Terms and Conditions will remain in full force and effect.
1.4 If there is any inconsistency between the Dutch version of the General Terms and Conditions and their translation, the Dutch version shall prevail.
2 Offers, quotations and agreements
2.1 All quotations by Symm Solar are made without any obligation.
2.2 An agreement is entered into between Symm Solar and the Customer when the Customer places an order with Symm Solar and the Customer receives an order confirmation from Symm Solar. The Customer may only place orders with Symm Solar via the Symm Solar website and has previously agreed to the applicability of these General Terms and Conditions. A link to the General Terms and Conditions is included next to the option to "check" the application of the General Terms and Conditions and an option to store the General Terms and Conditions is provided via this link. The general terms and conditions are attached to the order confirmation and are again provided to the customer. General terms and conditions can also be found on the Symm Solar website.
2.3 The Order Confirmation and the General Terms and Conditions constitute the entire agreement between the parties (the “Agreement”). The Client's General Terms and Conditions are rejected and shall never apply to the agreement between Symm Solar and the Client, which agreement has been accepted by the Client. Without prejudice to Clause 1.2 or, as the case may be, the Supplement to Clause 1.2, this Agreement may only be modified in writing by a writing duly signed by authorized representatives of the parties.
2.4 If at any time there is any inconsistency between the Order Confirmation and the General Terms and Conditions in the Agreement, the Order Confirmation shall prevail.
3.1 Unless otherwise agreed in writing, all prices stated in the Agreement are exclusive of turnover tax (VAT).
3.2 Symm Solar does not assemble or install the Products. Therefore, the assembly and installation activities and facilities required for the proper operation of the product are the responsibility of the customer.
3.3 Changes in prices, including but not limited to purchase prices, wages, materials and freight charges, social security fees and government charges, insurance premiums and taxes and other charges, give Symm Solar the right to change the prices charged, among other things, to the Customer. As a result, customers may be responsible for increases in prices, fees, costs, premiums and taxes.
4.1 Before or at the same time as the Products are dispatched, Symm Solar sends the Customer the relevant invoices for those Products. Unless otherwise agreed in writing, the relevant invoice must be paid within fourteen (14) days as directed by Symm Solar. The fourteen (14) day payment period is a strict deadline. Symm Solar may require prepayment or full payment at any time before shipment of products.
4.2 Payment must be made in Euros unless otherwise agreed in writing between the parties. Customer will not be permitted to set-off, discount, withhold or suspend payment obligations to Symm Solar for any reason.
4.4 In the event of overdue payment, liquidation, including but not limited to the dissolution of the customer and the liquidation of all assets of the customer, the bankruptcy of the customer or the suspension of payment, all payment obligations of the customer will become due and payable immediately, and Symm Solar will have the right to suspend further performance of the agreement or terminate the agreement, None of the above actions shall affect Symm Solar's right to claim compensation.
4.5 In the event of late payment, the Client will be charged an extrajudicial collection fee equal to fifteen percent (15%) of the invoice amount, with a minimum amount of €500. If the amount of collection fees owed under law or regulation is greater than the amount mentioned in the preceding sentence, Customer will owe the relevant higher amount.
4.6 Symm Solar shall at all times be entitled to set off all payable or conditional claims made by Symm Solar against the Customer against claims payable or non-payable made by the Customer against Symm Solar.
5.1 The agreed delivery times are in no way strict deadlines.
5.2 Symm Solar is entitled to deliver the Goods by way of partial deliveries. If the Products are delivered in parts, Symm Solar shall be entitled to invoice each part separately.
5.3 The Customer is obliged to take delivery of the Products when Symm Solar makes them available to the Customer. This provision shall apply once Symm Solar has indicated to the Customer that the Products can be collected or delivered. If the Customer refuses to take delivery or fails to provide the information or instructions required for delivery, the Products will be stored for a maximum of two (2) weeks at the Customer's responsibility and risk and the Customer will owe 10% of the relevant Product invoice at the cost of storage % of the value, without prejudice to Symm Solar's other rights to claim performance and/or compensation for losses from the customer under the agreement or law.
5.4 Symm Solar's delivery obligations shall lapse if the Customer does not receive the Products within the period referred to in Article 5.3 or if the Customer indicates that the Products will not be received for any reason. The invoice amount remains due and must be paid by the customer.
5.5 In the cases referred to in Article 5.4, Symm Solar is free to sell the relevant products to third parties under conditions favorable to it.
6. Retention of title
6.1 Products delivered by Symm Solar shall remain the property of Symm Solar until the purchase price has been paid in full by the Customer. Products delivered by Symm Solar with retention of title may only be resold or used within the normal scope of business operations. As long as the retention of title applies, Customer may not pledge the Products or establish any other rights in relation to the Products.
7.1 If Symm Solar's liability arises from (i) failure to comply with its obligations under the Agreement, (ii) illegal conduct or (iii) any other reason, Symm Solar's liability will be subject to the limitations determined in Article 7. The Client shall not invoke any liability of Symm Solar beyond the scope established in Article 7. The parties declare that the limitations mentioned in Clause 7 are industry practice and agree to this.
7.2 Symm Solar can only assume vicarious liability, i.e. compensation for non-delivery of performance. Symm Solar shall not be liable for non-conformity or any other form of damages other than in lieu of compensation, including:
- Consequential damages;
- Consequential damages;
- Damages related to loss of profits;
- Damage caused by delay;
- Any other additional damages of any kind;
- Damage caused by insufficient cooperation, information and/or materials provided by the Client or its representatives;
- Damages relating to information and/or advice provided by or on behalf of Symm Solar.
- Damages related to actual or alleged infringement of intellectual property rights (held by third parties) in products delivered by Symm Solar.
7.3 Any liability of Symm Solar will at all times be limited to the contract price (exclusive of VAT). If the agreement contains partial deliveries or parts, liability will at all times be limited to the contract price (exclusive of VAT) of such partial delivery or part. Further, liability shall in no event exceed the damages covered by Symm Solar under insurance insured by or on behalf of it or, in any event, in no event exceed the amount that such insurance would pay in the event of: the problem.
7.4 The Customer shall only be entitled to compensation if the Customer notifies Symm Solar in writing as soon as possible or in any case within six (6) weeks of the occurrence of the event causing the damage: (i) the occurrence of the damage, (ii) the (estimated or anticipated) damage the extent and (iii) the (anticipated) cause of damage. At the first request of Symm Solar, the Client will provide (further) information and evidence proving the then alleged damage, its scope and causes.
7.5 Any claim for damages shall expire one (1) year after the occurrence of the event causing the damage, unless a judicial authority has commenced recovery within the said period. If the Customer provides incorrect or misleading information to Symm Solar, any possible claim for damages will also be void.
7.6 The Customer indemnifies Symm Solar against third-party claims (in the broadest sense) related to the products delivered by Symm Solar (all losses that Symm Solar may suffer as a result), including but not limited to due to non-payment of recovery contributions, incomplete or late payments.
7.7 Symm Solar will endeavor to assist the customer in a commercially reasonable manner in raising any warranty, indemnity or other claim against the manufacturer/supplier, so long as Symm Solar, as the buyer of the relevant products, is entitled to such warranties, indemnities or other obligations in relation to the following products : These products are delivered to Symm Solar's suppliers and these products may be passed on to customers, but always to the extent that Symm Solar deems appropriate and reasonable.
8.1 The Customer must inspect the Products upon delivery. During this process the customer must check whether the delivered product complies with the agreement, namely:
whether the correct goods are delivered;
Whether the delivered product model and quantity match the order confirmation and packing list;
Is there any obvious shipping or other damage; and,
Whether the delivered products meet the requirements for normal use and/or commercial purposes.
8.2 If obvious defects or deficiencies are discovered, the Customer will be required to report them immediately on the shipping documents.
8.3 The customer is obliged to report hidden defects in writing to Symm Solar within five (5) working days of delivery, giving the reasons and indicating the invoice details.
8.4 The Customer is obliged to provide Symm Solar with the opportunity to inspect the relevant Products or, within a reasonable period and at least fourteen (14) days from the notification referred to in Article 8.2, at a location determined by Symm Solar. -8.3. Unless otherwise expressly agreed, any shipment is at the customer's expense and risk. If the Customer discovers a possible defect after the installation and/or commissioning of the relevant product, the Customer will be obliged to allow Symm Solar to inspect the relevant product or to inspect it if a defect is discovered for at least fourteen (14) days, unless this would clearly lead to failure Safe situation.
8.5 Symm Solar will only be obliged to repair, replace or purchase on credit the defective Products if it considers that the notification referred to in Articles 8.2-8.3 of these General Terms and Conditions is well founded, which will be at the discretion of Symm Solar without the Customer having to agree to be able to perform Right to compensation of any kind. Symm Solar has no obligation to repair, replace or uncredit the product if the customer provides incorrect or misleading information to Symm Solar.
Subject to the above paragraphs, the Customer does not have rights conferred by law against purchasers (and Customers) acting for purposes that are not part of their professional or commercial activities. Customer expressly waives these rights. Therefore, an example of such a right which the client/purchaser/customer does not have and which is waived by him is the right under Volume 7 of the Dutch Civil Code (DCC) to provide that the product complies with the purchase agreement when delivered (see Dutch Civil Code Chapter 7). See also Article 7:17 et seq. DCC).
8.6 The samples/models shown or supplied are examples only and the products delivered do not necessarily correspond to these samples/models.
8.7 Symm Solar is not obliged to deliver or later deliver products that have been removed from the production or sales plans of Symm Solar or its suppliers.
8.8 Complaints regarding invoices must be reported by the Customer in writing to Symm Solar within eight (8) days of the date of the invoice.
8.9 If the Customer fails to report a defect or complaint within the terms above and/or does not allow Symm Solar to conduct an inspection in the manner specified in 8.4, the complaint will not be processed and any of the Customer's rights will lapse.
8.10 Claims and defenses based on facts that the delivered product did not conform to the Agreement will expire one (1) year after delivery.
9.1 Symm Solar provides no product or other warranties. Symm Solar will endeavor to assist the Customer in a commercially reasonable manner in asserting any warranty, indemnity or other claim against the manufacturer/supplier to the extent that Symm Solar is entitled to such warranty, indemnity or other obligation as the buyer of the relevant (purchased) product, to Symm Solar suppliers provide these products with respect, and these products may be passed on to customers, but always to the extent that Symm Solar deems appropriate and reasonable.
9.2 If a manufacturer or supplier becomes bankrupt, or if its business ceases or is liquidated, Symm Solar will never assist the customer in a commercially reasonable manner to provide assistance to that manufacturer and/or supplier. This means that the client cannot request assistance from Symm Solar in this situation.
10. Termination of agreement
10.1 If the Client fails to perform any obligation arising from the agreement with Symm Solar, or fails to perform it promptly or properly, and if the Client becomes bankrupt or has payments suspended or the Client is placed under guardianship or its business is closed or liquidated, Symm Solar shall be entitled to Suspend the performance of the Agreement (in whole or in part) or terminate the Agreement (in whole or in part) without judicial intervention, without any obligation to pay compensation and without prejudice to its further rights, upon written notice of default to the Client. In such event, all claims that Symm Solar may have against the Client will immediately become due and payable in full.
11. Force majeure
11.1 Force majeure refers to circumstances that prevent or hinder the performance of the Agreement and cannot be attributed to Symm Solar. This also includes if these circumstances make performance impossible or unreasonably complicate it: theft, war or similar circumstances, malfunction, epidemic, strikes against undertakings other than Symm Solar, wildcat strikes or political strikes against Symm Solar's business, General lack of products or services necessary to achieve agreed performance, unforeseen delays by suppliers or other third parties on which Symm Solar relies, general transportation problems, fires and governmental measures, including import and export bans, restrictions and sanctions.
11.2 If force majeure lasts for more than six (6) months, both parties have the right to terminate this Agreement. In such event, Symm Solar will not be obligated to pay any compensation.
12. Governing law/Jurisdiction
12.1 All legal relations between Symm Solar and the Client shall be governed exclusively by Dutch law.
12.2 All disputes arising out of or in connection with this Agreement and the agreements arising therefrom will be settled exclusively by the competent courts of the District Court of Amsterdam (Netherlands), unless Symm Solar as claimant or applicant chooses the jurisdiction or business court of the Customer’s place of residence location.
13. Personal data
13.1 The General Data Protection Regulation (GDPR) provides that professional use of customer data is permitted if it is consistent with one of the legitimate grounds of use contained in the GDPR. Proper performance of the Agreement requires Symm Solar to receive and process the Customer's personal and other data, such as address, telephone number, email address, VAT number, statement of the Customer's order (among others) and the sending of invoices. In addition, Symm Solar uses Customer's personal and other data to contact Customer to understand Customer's opinion of Symm Solar Services and sometimes to notify Customer of important changes or developments, such as those on the Symm Solar Website or in connection with Symm Solar Services. In addition, Symm Solar may use Personal and Other Data in order to inform the Customer by email of other products and services offered by Symm Solar that may be of interest to the Customer, provided that the Customer has consented to this. Symm Solar also uses and analyzes information provided by customers through the Symm Solar website to manage, support, improve and develop Symm Solar's business activities. The Client consents to the processing of its personal and other data and the Client grants Symm Solar approval for the processing of personal and other data and electronic information exchange (Internet and email).
13.2 Symm Solar will not sell personal and other data to third parties unless this is necessary for the performance of an agreement with the Client, to comply with a legal obligation or with the Client's consent. Symm Solar enters into processing agreements with companies that process customer personal and other data under Symm Solar's instructions to ensure the same level of security and confidentiality of customer personal and other data.
13.3 Symm Solar implements security measures to protect Customer's personal and other data (including security software) from access by unauthorized persons, as well as unlawful processing, unforeseen loss, destruction or damage. Symm Solar stores personal data and other data for a reasonable period or as long as required by law.
13.4 The Client understands that, despite all security measures implemented by Symm Solar, it is not possible to provide absolute certainty against inspection by unauthorized parties.
13.6 Customers have the right to inspect, correct or delete their personal data. The Client can do this through the personal settings in the Client's account on the Symm Solar website. Customers also have the right to withdraw their possible consent to data processing or to object to the processing of their personal data by Symm Solar, and Customers have the right to data portability. This means that the Customer has the right to make a request to Symm Solar to have the Customer's personal data held by Symm Solar sent in the form of a computer file to the Customer or another organization designated by the Customer. If the Customer wishes to exercise the right to object and/or the right to data portability, or if the Customer has other questions/comments regarding the processing of data, the Customer may send a designated request to email@example.com. Symm Solar will respond to customer requests as soon as possible. Customers may also choose to submit a complaint to the national supervisory authority, namely the Dutch Data Protection Authority. This can be done via the following link: https://autoriteitpersoonsgegevens.nl/nl/contact-met-de-autoriteit-persoonsgegevens/tip-ons