Large stock of systems & materialsGeneral Terms and Conditions
GENERAL TERMS AND CONDITIONS OF THE PRIVATE COMPANY WITH LIMITED LIABILITY
SOLARTODAY FRANCHISE B.V.
Article 1: Applicability
1.1 These general terms and conditions apply to and form an inseparable part of all offers,
agreements, arrangements and deliveries concerning all work and related materials from SolarToday
Franchise B.V., Chamber of Commerce no. 57507988, hereinafter referred to as “SolarToday.”
1.2 Deviations from these general terms and conditions may only be made in writing.
1.3 In the event of a conflict between a provision in these general terms and conditions and a
provision laid down in an agreement concluded with SolarToday, the content of the agreement
concluded with SolarToday shall prevail.
1.4 These general terms and conditions shall at all times prevail over any general terms and
conditions of the person or legal entity that issues an assignment to SolarToday or with whom
SolarToday has any legal relationship, hereinafter referred to as “the Client.”
1.5 By placing orders with SolarToday and/or entering into an agreement with SolarToday, the Client
waives its own general or other terms and conditions, acknowledges acceptance of these general
terms and conditions and acknowledges full agreement with their contents.
1.6 If one or more provisions of these general terms and conditions appear to be void, are annulled
or otherwise lose their validity, the remaining provisions shall remain in force as much as possible.
1.7 SolarToday reserves the right to amend these general terms and conditions with immediate
effect. Such amendments apply only to future offers, quotations and agreements and will be
communicated to the Client in writing.
1.8 A Client who has previously entered into agreements with SolarToday to which these general
terms and conditions applied shall be deemed to have tacitly agreed to their applicability to
subsequent agreements with SolarToday.
Article 2: Offers
2.1 All offers and quotations from SolarToday, including with respect to prices and delivery times, are
without obligation. Until an agreement has been concluded, SolarToday is free to withdraw the offer
made. Any offer made by SolarToday is valid for thirty days and lapses by operation of law if not fully
accepted within that period, unless stated otherwise.
2.2 Any data or drawings shown or provided by SolarToday must be deemed to have been shown or
provided for indication and/or clarification only. The goods to be delivered may deviate therefrom
unless expressly agreed otherwise in writing between the parties. Statements of dimensions, quality,
etc. are approximate unless expressly stated otherwise in writing.
Article 3: Formation
3.1 SolarToday is only bound by the agreement after it has confirmed the order to the Client.
3.2 The provision in Article 3.1 does not apply if SolarToday has made an irrevocable offer. In that
case an agreement is concluded if this offer is accepted by the Client within the stated period.
3.3 The conclusion of an agreement is always subject to timely and proper delivery by SolarToday’s
suppliers. The Client will be informed as soon as possible if SolarToday cannot perform as a result of
untimely or improper delivery by its suppliers.
3.4 If an acceptance by the Client deviates from the offer, this shall be regarded as a new offer and as
a rejection of the original offer, even if the deviation concerns only minor points.
3.5 On the basis of an offer from the Client, an agreement is concluded if SolarToday accepts it in
writing.
Article 4: Intellectual property rights
4.1 Unless agreed otherwise in writing, SolarToday retains the copyrights and all industrial property
rights to the offers it has made and to the designs, samples, images, drawings, and the like that it has
provided, even if costs have been charged for them.
4.2 The Client warrants that the data referred to in paragraph 1 will not be copied, shown to third
parties, disclosed or used other than with SolarToday’s express permission.
4.3 The rights to the data referred to in paragraph 1 remain the property of SolarToday, regardless of
whether the Client has been charged for their creation. These data may not be copied, used or shown
to third parties without SolarToday’s prior express written consent. In the event of a breach of this
provision, the Client owes SolarToday a penalty of €25,000, without prejudice to SolarToday’s right to
claim damages under the law.
4.4 The Client must return the data provided to it as referred to in paragraph 1 upon first request
within the reasonable period set by SolarToday. In the event of a breach of this provision, the Client
owes SolarToday a penalty of €1,000 per day, without prejudice to SolarToday’s right to claim
damages under the law.
Article 5: Advice, designs, materials
5.1 The Client cannot derive any rights from advice and information it receives from SolarToday if
these do not directly relate to the assignment.
5.2 The Client is responsible for drawings, calculations and designs made by or on its behalf, and for
the functional suitability of materials prescribed by or on its behalf.
5.3 The Client indemnifies SolarToday against any claims by third parties relating to the use of
drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of
the Client. This indemnity includes reimbursement of the costs incurred by SolarToday in defending
against such claims.
Article 6: Prices and price adjustments
6.1 Prices quoted by SolarToday are net prices and, unless expressly stated otherwise, are exclusive of
value added tax and other government levies applicable to the sale and/or delivery under the
agreement.
6.2 The Client shall, if necessary and upon SolarToday’s first request, provide a statement for the
refund of turnover tax (“Buyer’s Declaration for Refund of Retail Sales Tax”).
6.3 The Client is obliged, if necessary and upon SolarToday’s first request, to provide valid transport
documentation showing that the ordered goods have left the Netherlands. If this document is not
received within 14 days after (delivery), SolarToday is entitled to charge Dutch VAT after all.
6.4 Any waiting hours as well as call-out charges and lost hours—if SolarToday or its carrier arrives in
vain at the place where delivery and/or work under the agreement is to be performed—may be
charged by SolarToday to the Client.
6.5 SolarToday has the right, up to one month before the agreed delivery date, to implement a price
increase if, after the conclusion of the agreement, government charges, social charges, taxes or levies
increase or new ones arise, as well as in the event of changes in exchange rates, price increases by
SolarToday’s suppliers and other changes in price-determining factors, including in any case raw
material prices. This also applies if the aforementioned changes in price-determining factors result
from circumstances that were already foreseeable at the time the agreement was concluded. In that
case the Client has the choice to accept the price increase or to terminate the agreement by
registered letter at no cost, provided that the Client notifies SolarToday in writing within ten days
after being informed of the price increase that it will exercise this right.
Article 7: Delivery periods
7.1 The delivery time is determined by SolarToday approximately. SolarToday will observe the stated
delivery time as much as possible. Mere exceeding of a stated period does not place SolarToday in
default.
7.2 In determining the delivery time, SolarToday assumes that it can carry out the assignment under
the circumstances known to it at that time.
7.3 Stated or agreed delivery times or other periods shall never be regarded as deadlines (time of the
essence) and can never give rise to a claim for damages, unless expressly agreed otherwise in writing.
In the event of late delivery, the Client must place SolarToday in default in writing.
7.4 The Client is obliged to take delivery of all items at the established delivery time. If it fails to fulfill
this obligation, the goods shall be deemed to have been delivered at the time determined by
SolarToday, and SolarToday, without prejudice to its other rights under the law and the agreement, is
entitled, without notice of default being required, to store or have the goods stored for the account
and risk of the Client and to charge the Client therefor, without the Client being able to refuse
payment on the grounds that acceptance has not taken place.
7.5 If delivery of ordered goods does not take place at the agreed time or within the agreed period,
SolarToday is entitled to an additional delivery period of three months. This period commences on
the day of receipt of the Client’s written notice of default, but not earlier than the day after the end
of the delivery time or delivery period agreed upon when concluding the agreement.
7.6 SolarToday is entitled to perform the agreement in separate phases and to invoice the portion
thus performed separately. If the agreement is performed in phases, SolarToday may suspend the
performance of those parts that belong to a subsequent phase until the Client has approved in
writing the results of the preceding phase.
Article 8: Force majeure
8.1 “Force majeure” in these terms means all facts or circumstances not attributable to intent or
gross negligence on the part of SolarToday or any third parties engaged by SolarToday, which result in
the performance of obligations under the agreement becoming disproportionately more onerous for
SolarToday than could reasonably have been foreseen by SolarToday when entering into the
agreement.
8.2 Without limiting the meaning of force majeure under these general terms and conditions, force
majeure includes, inter alia: not receiving, or not receiving in a timely manner, from SolarToday’s
suppliers the items required for SolarToday’s performance; business interruptions; strikes; illness of
irreplaceable employees; obstructive government measures; war or threat of war; hostile action;
riots; sabotage; power outages; flooding; earthquake; storm; fire; and traffic disruptions, whereby the
business operations of SolarToday or its suppliers are prevented or disproportionately hindered.
8.3 SolarToday is also entitled to invoke force majeure if the circumstance preventing (further)
performance occurs after it should have performed the obligation.
8.4 If performance of the agreement is prevented by force majeure, SolarToday is entitled, without
judicial intervention, either to demand that the agreement be adjusted to the circumstances, or to
dissolve the agreement in whole or in part, at its discretion, without being liable for any
compensation or warranty.
8.5 During force majeure the delivery and other periods incumbent on SolarToday are suspended. If
the period during which performance by SolarToday is not possible due to force majeure lasts longer
than three months, the Client is entitled to dissolve the agreement, without any obligation to pay
damages existing in that case. Such dissolution must be effected by means of a written declaration to
SolarToday.
8.6 If, at the time the force majeure occurs, SolarToday has already partially fulfilled its obligations or
can only partially fulfill its obligations, it is entitled to invoice separately the part already delivered
and/or deliverable. The Client is obliged to pay this invoice as if it were a separate agreement. This
does not apply if the part already delivered and/or deliverable has no independent value.
Article 9: Transfer of risk and delivery
9.1 Unless the parties agree otherwise in a written agreement signed by both parties, all deliveries by
SolarToday take place ex works, in accordance with Incoterms 2020. The risk passes at the moment
SolarToday makes the goods available to the Client from its warehouse.
9.2 The Client is responsible for arranging transport, any insurance, any export formalities and the
customs clearance of the delivered goods in the country of destination. Support in this area by
SolarToday only takes place after written approval, for a fee, and without liability for accuracy or
timeliness.
9.3 Upon (delivery) the Client is obliged to inspect the delivered goods for defects, damage and other
deviations from the order (collectively, “Deficiencies”).
9.4 Deficiencies that the Client can reasonably discover upon proper inspection at (delivery) must be
reported to SolarToday in writing within 48 hours after (delivery), stating the order number, a
description of the Deficiency and preferably accompanied by photos in support.
9.5 Deficiencies that the Client could not reasonably have discovered upon proper inspection at
(delivery) must be reported by the Client in writing in the manner referred to in Article 9.4 within 48
hours after discovery thereof—and no later than 30 days after (delivery).
9.6 If the Client fails to report the Deficiencies referred to in Articles 9.4 and/or 9.5 within the periods
stated there, the Client is deemed to have accepted the delivered goods. Any right to repair,
supplementation, replacement or damages in respect of the relevant Deficiencies then lapses.
9.7 If the Client accepts the delivered goods, it is deemed to have declared that the delivered goods
comply with the agreement and are free of defects.
Article 10: Payment and security
10.1 Unless agreed otherwise in writing, payment, without any discount and/or deduction, must be
made within fourteen days of the invoice date by transfer to SolarToday’s bank account.
10.2 The period referred to in Article 10.1 constitutes a strict deadline (time of the essence).
10.3 If payment is not made within the period referred to in Article 10.1, the Client owes interest on
the amount due equal to the statutory commercial interest, with a minimum of 10% per annum.
10.4 Payments made by the Client shall first be applied to all interest and costs due and subsequently
to the longest outstanding payable invoices, even if the Client states that the payment relates to a
later invoice.
10.5 Payment must be made in Dutch currency unless it is agreed in writing that payment may be
made in foreign currency, in which case at the exchange rate on the day of the agreement, unless
agreed otherwise in writing. The value date on which the bank credits the amount due to SolarToday
shall be deemed to be the date of payment.
10.6 If a payment term has been agreed with respect to an amount payable by the Client to
SolarToday, the amount payable by the Client shall nevertheless become immediately due and
payable in the event of the Client’s liquidation, insolvency, bankruptcy or suspension of payments.
This provision also applies if the Client is in default with any other obligation resting upon it towards
SolarToday.
10.7 If the Client is in default or in breach of one or more of its obligations, all costs for obtaining
performance, judicial and extrajudicial, shall be fully borne by the Client, without any further notice
of default being required. This also includes the costs of legal assistance for SolarToday.
10.8 SolarToday is always entitled, at its discretion, before delivering or proceeding with delivery or
the performance of the assignment, to require security it deems sufficient for the fulfillment of the
Client’s payment obligations. This provision also applies if credit has been agreed. The Client’s refusal
to provide the required security entitles SolarToday to suspend further performance of the
agreement or to dissolve the agreement, without prejudice to SolarToday’s right to compensation for
damages, costs and loss of profit.
10.9 Insofar as SolarToday has other claims against the Client than claims to which a retention of title
applies, the Client is likewise obliged upon SolarToday’s first request to provide security for such
claims, including a first-ranking right of pledge on items delivered by SolarToday that have been
transferred into the Client’s ownership through payment of the claims referred to in Article 10.
Article 11: Retention of title
11.1 All goods delivered by SolarToday remain its property until the Client has fulfilled all of the
following obligations arising from all agreements concluded with SolarToday:
• the consideration(s) relating to the delivered or yet to be delivered goods themselves;
• the consideration(s) relating to any services performed by SolarToday under the
agreement(s);
• any claims arising from non-performance by the Client of the agreement(s).
11.2 The goods delivered by SolarToday that fall under the retention of title as referred to in
paragraph 1 may only be processed, resold and/or delivered on in the context of normal
business operations. The Client is not authorized to pledge the goods or to establish any
other limited right on them.
11.3 If the Client does not fulfill its obligations or there is a well-founded fear that it will not
do so, SolarToday is entitled to remove or have removed the delivered goods subject to
retention of title from the Client or third parties who hold the goods for the Client, or, if they
are mounted on movable or immovable property, to dismantle and take them back. The
Client is obliged to cooperate fully in this respect.
11.4 If third parties wish to establish or assert any right to the goods delivered under
retention of title, the Client is obliged to notify SolarToday thereof immediately.
11.5 The Client is obliged upon SolarToday’s first request to:
• insure and keep insured the goods delivered under retention of title against fire, explosion,
water and other damage and against theft and to make the policy of this insurance available
for inspection;
• pledge to SolarToday all claims of the Client against insurers with respect to the goods
delivered under retention of title by establishing in favor of SolarToday a first-ranking right of
pledge thereon in the manner referred to in Article 3:239 of the Dutch Civil Code;
• pledge to SolarToday the claims that the Client obtains against its customers when reselling
the goods delivered by SolarToday under retention of title by establishing in favor of
SolarToday a first-ranking right of pledge thereon in the manner referred to in Article 3:239 of
the Dutch Civil Code;
• mark the goods delivered under retention of title as the property of SolarToday;
• otherwise cooperate with all measures that SolarToday wishes to take to protect its
ownership rights with respect to the goods and which do not unreasonably hinder the Client
in the normal exercise of its business.
11.6 When SolarToday takes back its goods pursuant to this article, this does not give rise to
any liability for damages to the Client. The value of the goods taken back, reasonably to be
determined by SolarToday at the time of repossession—which valuation the Client hereby
agrees to in advance—shall, after deduction of the costs incurred by SolarToday for transport,
inspection and storage, be set off against the amount to be claimed by SolarToday.
Article 12: Warranty
12.1 SolarToday will pass on to the Client the manufacturer’s warranties that SolarToday receives
from its (sub)suppliers.
12.2 SolarToday provides no own warranties on the goods it has delivered. SolarToday is prepared—
without thereby assuming any liability—to play an intermediary role in submitting warranty claims by
the Client to SolarToday’s (sub)suppliers. In that case the Client is obliged, upon first request, to
provide all information requested by the (sub)supplier or SolarToday for the handling of the warranty
claim.
12.3 The Client cannot invoke the manufacturer’s warranties referred to in the first paragraph if the
defects result from normal wear and tear, incorrect operation or handling, misuse, use contrary to
instructions, negligence, accident, failure to observe maintenance instructions and normal
maintenance care, mechanical damage, changes or additions made by the Client or third parties,
changed circumstances in the environment and/or use, and/or operation of the underlying structure.
Article 13: Liability
13.1 SolarToday is not liable for any damage insofar as the cause lies in careless use of the goods
delivered, as well as insofar as the cause lies in use of the goods delivered up to and including their
full processing and/or installation by non-professional users. In this respect the Client expressly
indemnifies SolarToday.
13.2 If SolarToday should be liable for damage and such damage is not due to intent or gross
negligence on the part of SolarToday or one of its managerial subordinates, its liability is at all times
limited to direct damage to property or persons. SolarToday is therefore in any event not obliged to
compensate costs, damage and interest arising, among other things, from:
a. damage to movable or immovable property or to persons arising as a result of or in the broadest
sense connected with work performed by SolarToday;
b. prejudice to business interests, including loss of income, whether directly or indirectly caused to
the Client or a third party, nor to compensate costs, damage or interest related to personal injury or
death in connection with the goods delivered;
c. infringement of patents, licenses or other rights of third parties as a result of the use of data
provided by or on behalf of the Client;
d. acts and omissions of suppliers, their subordinates or other persons employed by or on behalf of
them.
13.3 SolarToday is never obliged to compensate the Client’s loss for an amount higher than the
amount for which its insurance provides cover in the case concerned.
13.4 Insofar as the foregoing in this article cannot serve as a yardstick for limiting SolarToday’s liability
(for example, because it has not taken out insurance and insurance is not customary), the loss to be
compensated by SolarToday shall be limited to a maximum of the amount that SolarToday has already
received from the Client under the relevant agreement, plus any amounts the Client may still owe
SolarToday on that basis.
13.5 The provision in Article 13.4 applies only insofar as SolarToday’s liability is not already further
limited by law or agreement (including the provisions of these general terms and conditions) than
would follow from the mere application of Article 13.4.
Article 14: Indemnification
14.1 The Client indemnifies SolarToday against all claims for damage caused directly or indirectly to
third parties by or in connection with the goods delivered or the possession or use thereof, in any
way and in any form whatsoever, insofar as these go beyond SolarToday’s liability towards the Client
pursuant to these general terms and conditions.
14.2 The Client indemnifies SolarToday against all claims by it and third parties caused by a defect in
the goods delivered, which defect is also caused by an act of the Client or its subordinates, including
the possible manufacture by SolarToday of products in accordance with the Client’s instructions.
14.3 The indemnities referred to in paragraphs 1 and 2 of this article also include reimbursement of
the costs incurred by SolarToday in defending against claims.
14.4 If and insofar as, in legal proceedings, the provisions of Articles 14.1 to 14.3 are deemed
unreasonably onerous, only the loss for which SolarToday is insured and up to the maximum for
which SolarToday is insured—or for which it should have insured itself, having regard to the
conditions prevailing in the sector—shall be eligible for compensation.
Article 15: Dissolution (termination)
15.1 Except in the event that SolarToday has applied for a suspension of payments or has been
declared bankrupt, the Client is only permitted to seek dissolution of the concluded agreement
through the competent court, unless expressly provided otherwise in these conditions or otherwise
agreed.
Article 16: Applicable law and competent court
16.1 All agreements to which these general terms and conditions apply in whole or in part are
governed exclusively by Dutch law.
16.2 The provisions of the Vienna Sales Convention (United Nations Convention on Contracts for the
International Sale of Goods, CISG) are expressly not applicable, nor is any future international
regulation regarding the sale of movable property the operation of which can be excluded by the
parties.
16.3 The Dutch version of these general terms and conditions and of the offers, agreements and
arrangements to which they apply is decisive.
16.4 Any disputes shall be brought before the District Court of Noord-Holland, location Haarlem.
Please note:
These general conditions are “an AI translation” from the original Dutch General Condition as deposited
at the Chamber of Commerce in Haarlem on 05-09-25.