Terms & Conditions
1. Scope & Contract Hierarchy
1.1 These Terms & Conditions (“T&Cs”) govern every quotation, pro forma, order confirmation, delivery and invoice (the “Agreement”) issued by Sustainergy LTD (“Seller-UK”) and Sustainergy B.V. (“Seller-EU”)—together, “Seller”.
1.2 Buyer’s terms are rejected unless expressly accepted in writing by two authorised signatories of Seller.
1.3 If translated, the English version prevails.
1.4 The contracting “Seller” entity is stated on the order confirmation and invoice; these T&Cs apply to both entities.
2. Offer & Contract Formation
2.1 All offers are non-binding and subject to prior sale.
2.2 A binding contract exists only when (a) Buyer accepts in writing (email suffices) or pays the deposit, and (b) Seller issues a written order confirmation.
2.3 Unless stated otherwise, offers remain valid for 48 hours from issuance.
3. Prices, Taxes & Incoterms
3.1 Prices are EXW/FCA (Incoterms® 2020) from the stated dispatch point (e.g., NL warehouse, UK/NI warehouse), in EUR or GBP, exclusive of VAT, duties, and charges.
3.2 Intra-EU B2B (Seller-EU): 0% NL VAT under Art. 138 EU VAT Directive if (i) Buyer provides a valid EU VAT(VIES-verified) and (ii) provides proof of intra-EU transport (e.g., CMR/POD/shipping docs).
3.3 EU triangular (ABC) chain: Where applicable, 0% NL VAT under Art. 141 EU VAT Directive (NL “ABC-levering”) if parties hold different Member State VAT numbers and Buyer provides a chain transaction declaration.
3.4 Non-compliance with 3.2/3.3 authorises Seller to charge 21% Dutch VAT and any interest/penalties; Buyer indemnifies Seller for tax exposure caused by Buyer’s errors.
3.5 UK supplies (Seller-UK): UK VAT rules apply. Under EXW/FCA the Buyer handles export/import formalities.
3.6 Risk transfers on handover per the stated Incoterm. Buyer is responsible for export/import clearances unless agreed otherwise.
4. Payment Terms
4.1 Default terms: 100% prepayment on order confirmation, net of bank fees.
4.2 If credit is agreed in writing (e.g., 30–60 days), invoices are due on that date without set-off.
4.3 Late payments: statutory interest (UK: 8% above BoE base; NL: 12% default) plus a fixed late fee €50/£40.
4.4 Seller may suspend delivery or require guarantees for any overdue account.
4.5 If deposit is paid but balance is overdue by 5 calendar days, Seller may cancel, retain the deposit as liquidated damages, and resell the goods; further losses remain claimable.
5. Delivery, Insurance & Inspection
5.1 Delivery follows the Incoterm stated on the order. Delivery dates are indicative, not of the essence.
5.2 Force majeure or events beyond Seller’s control extend timelines by the disruption plus a reasonable restart period.
5.3 Transit insurance covers the net invoice value unless otherwise agreed.
5.4 Buyer must inspect goods at delivery. Visible damage must be noted on CMR/POD and notified within 48 hours; concealed damage within 5 working days. Failure to notify is deemed acceptance.
6. Retention of Title
6.1 Title remains with Seller until full payment of all sums.
6.2 Buyer assigns to Seller, as security, any receivables from resale of unpaid goods.
7. Product Conformity & Warranty
7.1 Goods comply with applicable EU/UK standards (e.g., CE/UKCA) where required and as specified by the manufacturer.
7.2 Seller passes through manufacturer warranties only; Seller gives no independent warranty. Claims are made to the manufacturer; Seller provides reasonable assistance.
7.3 Performance figures are manufacturer nominal values; output may vary within standard tolerances.
8. Returns & Cancellation
8.1 All confirmed orders are final and non-refundable. Custom or made-to-order items are non-returnable, without prejudice to mandatory consumer laws (not applicable to B2B).
8.2 Any discretionary return must be pre-approved in writing, unused and in original packaging; restocking/handling fees may apply.
9. Liability
9.1 Seller’s total liability is limited to the net invoice value of the affected goods.
9.2 Seller is not liable for indirect, special or consequential loss (including lost profit, loss of contracts, or downtime).
9.3 Nothing limits liability for fraud, gross negligence, or personal injury where such limitation is unlawful.
10. Data Protection
10.1 Buyer’s data is processed to perform the Agreement in accordance with EU GDPR, UK GDPR, and DPA 2018. See www.sustainergysolar.com/privacy for details.
11. Export Controls & Ethics
11.1 Buyer warrants that goods will not be used or resold in breach of UK/EU/US export controls or sanctions and will comply with anti-bribery/AML laws (including UK Bribery Act 2010). Buyer indemnifies Seller for any breach.
12. Force Majeure
12.1 Seller is not liable for delays or non-performance caused by events beyond reasonable control (e.g., natural disasters, strikes, war, sanctions, logistics disruptions, government action, epidemic).
13. Confidentiality
13.1 Non-public pricing and contract terms must be kept confidential by Buyer, save as required by law.
14. Assignment & Subcontracting
14.1 Seller may assign or subcontract obligations; Buyer may not assign without Seller’s consent.
15. Notices
15.1 Notices must be sent to the addresses below or as updated in writing and are deemed received upon email confirmation or two business days after dispatch by courier.
Seller-UK: Sustainergy LTD, First Floor, Profile West, 950 Great West Rd, Brentford TW8 9ES, United Kingdom. Tel: +44 20 4558 7320.
Seller-EU: Sustainergy B.V., Van der Takstraat 8, 3071 LL Rotterdam, Netherlands. Tel: +31 85 225 2323.
16. Governing Law & Jurisdiction
16.1 For contracts with Seller-EU or deliveries from EU dispatch points: Dutch law; Rotterdam courts have exclusive jurisdiction.
16.2 For contracts with Seller-UK or deliveries from UK/NI dispatch points: Law of England & Wales; London courts have exclusive jurisdiction.
16.3 The U.N. CISG (Vienna Convention) does not apply.
16.4 If any clause is invalid, the remainder remains effective (“severability”). These T&Cs constitute the entire agreement.