Terms & Conditions
Sustainergy LTD and Sustainergy B.V.
1. Scope, Application & Contract Hierarchy
1.1 These Terms & Conditions (“T&Cs”) govern all quotations, pro formas, order confirmations, deliveries and invoices (the “Agreement”) issued by Sustainergy LTD (United Kingdom) and Sustainergy B.V. (Netherlands), each a “Seller”.
1.2 These T&Cs apply exclusively. Any terms or conditions of the buyer (“Buyer”) are expressly rejected unless explicitly accepted in writing and signed by two authorised signatories of the Seller.
1.3 These T&Cs are published at https://www.sustainergysolar.com/terms-conditions and are expressly incorporated by referenceinto every transaction. Acceptance of any quotation, order confirmation, delivery or invoice constitutes full and unconditional acceptance of these T&Cs.
1.4 If translated, the English version shall prevail.
1.5 The contracting Seller entity is identified on the order confirmation and/or invoice. These T&Cs apply to both Seller entities.
2. Offer & Contract Formation
2.1 All offers are non-binding, subject to prior sale, allocation and confirmation.
2.2 A binding contract exists only when:
(a) the Buyer confirms acceptance in writing (email sufficient) or pays a deposit; and
(b) the Seller issues a written order confirmation.
2.3 Unless stated otherwise, offers remain valid for 48 hours.
3. Prices, Taxes & Incoterms
3.1 Prices are EXW or FCA (Incoterms® 2020) from the stated dispatch point, in EUR or GBP, exclusive of VAT, customs duties, levies, recycling fees, insurance and bank charges.
3.2 Intra-EU B2B (Seller-EU): 0% NL VAT applies only if Buyer provides:
(a) a valid EU VAT number (VIES-verified); and
(b) legally compliant proof of intra-EU transport (e.g. CMR, POD).
3.3 Triangular (ABC) transactions: 0% NL VAT applies only where Article 141 EU VAT Directive conditions are fully met and documented.
3.4 Failure to meet VAT conditions authorises Seller to charge 21% NL VAT, plus interest and penalties. Buyer indemnifies Seller for any tax exposure caused by Buyer’s error or omission.
3.5 UK supplies (Seller-UK): UK VAT rules apply. Under EXW/FCA the Buyer is responsible for all export/import formalities.
3.6 Risk transfers strictly in accordance with the agreed Incoterm.
4. Payment Terms, Credit Control & No Set-Off
4.1 Payment Terms
Unless expressly agreed otherwise in writing, all orders are subject to 100% prepayment upon order confirmation, net of all bank charges, fees, and taxes.
4.2 Credit Terms (If Granted)
Where credit terms are expressly agreed in writing, invoices shall be paid strictly on the due date, without set-off, deduction, counterclaim, or withholding.
4.3 Late Payment
Any overdue amount shall automatically accrue statutory commercial interest without notice:
-
UK: 16% above the Bank of England base rate
-
EU / Netherlands: statutory commercial interest
plus fixed recovery costs (€50 / £40) and all reasonable recovery expenses.
4.4 Seller’s Right to Cancel for Convenience
The Seller reserves the right, at its sole discretion and without obligation to provide justification, to cancel the order in whole or in part at any time, including after receipt of a deposit or prepayment, provided that the Buyer is refunded in accordance with Clause 4.5.
Such cancellation:
-
shall not constitute a breach of contract;
-
shall not give rise to any claim for damages, loss of profit, loss of opportunity, delay, or consequential loss; and
-
shall be the Buyer’s sole and exclusive remedy in respect of such cancellation.
4.5 Deposit Handling & Refund
Where the Seller exercises its right to cancel for convenience:
a) any amounts paid by the Buyer in respect of the cancelled order shall be refunded within a maximum of seven (7) working days from the cancellation notice;
b) refunds shall be made using the original method of payment, unless otherwise agreed;
c) the Seller shall have no further liability beyond the refund of amounts received; and
d) the Buyer expressly waives any right to claim compensation, penalties, interest, or damages of any kind arising from such cancellation.
4.6 No Set-Off / Compensation
All amounts payable shall be paid in full, in cleared funds, without set-off, counterclaim, withholding, deduction, or compensation of any kind.
5. Delivery, Timing & Inspection
5.1 Delivery dates are indicative only. Time is not of the essence, unless expressly agreed in writing.
5.2 Delays shall never entitle Buyer to withhold payment, cancel orders, claim damages or assert penalties.
5.3 Force majeure or events beyond Seller’s control extend timelines by the duration of the disruption plus a reasonable restart period.
5.4 Buyer must inspect goods upon delivery. Visible damage must be noted on the CMR/POD and notified within 48 hours; concealed damage within 5 working days. Failure constitutes acceptance.
6. Retention of Title & Security
6.1 Title remains with Seller until full payment of all sums due.
6.2 Buyer shall store unpaid goods separately, clearly identified as Seller’s property, and shall not pledge or encumber them.
6.3 If unpaid goods are incorporated into a system or project, Buyer grants Seller a security interest in the resulting receivable or project proceeds to the extent of unpaid amounts.
7. Product Conformity & Warranty
7.1 Goods comply with applicable EU/UK standards as specified by the manufacturer.
7.2 Seller provides no independent warranty. Manufacturer warranties apply exclusively and are passed through.
7.3 Performance figures are nominal; output may vary within standard tolerances.
8. PV Cycle / Recycling
8.1 PV Cycle or any other recycling scheme is NOT included in the price unless explicitly stated in writing on the order confirmation or invoice.
8.2 Buyer remains solely responsible for compliance with all recycling, WEEE or end-of-life obligations unless otherwise agreed in writing.
9. Exclusion of Penalties & Third-Party Liabilities
9.1 Seller shall not be liable for any penalties, liquidated damages, delay damages or similar claims.
9.2 Seller shall never be liable for penalties, damages or obligations arising from contracts between Buyer and third parties, including EPC, construction or offtake agreements.
9.3 Any third-party commitments are entered into at Buyer’s sole risk and are not binding on Seller unless expressly agreed in writing by authorised signatories.
10. Liability Limitation
10.1 Seller’s total liability is limited to the net invoice value of the affected goods.
10.2 Seller is not liable for indirect or consequential loss, including loss of profit, project delay, loss of contracts or downtime.
10.3 Nothing limits liability for fraud or personal injury where unlawful.
11. Export Controls & Ethics
11.1 Buyer warrants compliance with all applicable export controls, sanctions, anti-bribery and AML laws. 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, including logistics disruption, sanctions or government action.
13. Confidentiality
13.1 Non-public pricing and terms are confidential unless disclosure is legally required.
14. Assignment & Subcontracting
14.1 Seller may assign or subcontract. Buyer may not assign without Seller’s consent.
15. Evidence
15.1 Seller’s records, invoices, delivery notes and carrier confirmations constitute prima facie evidence of delivery and performance.
16. Group Invoicing & Payment Collection
16.1 Where the Seller is identified as Sustainergy LTD or Sustainergy B.V., the Buyer agrees that invoicing, payment collection and receipt of funds may be carried out by either entity, acting on its own behalf or as agent and/or payment collection entity for the contracting Seller.
16.2 Payment made to either entity shall constitute valid and complete discharge of the Buyer’s payment obligations.
16.3 Nothing in this clause affects governing law, jurisdiction or allocation of contractual rights and obligations.
17. Entire Agreement & Non-Reliance
17.1 This Agreement constitutes the entire agreement between the parties.
17.2 Buyer confirms it has not relied on any statement, representation or assurance not expressly set out in writing.
17.3 No statement or commitment by sales agents, brokers, consultants or former representatives shall be binding unless confirmed in writing by an authorised signatory of Seller.
18. Governing Law & Jurisdiction
18.1 Seller-EU contracts: Dutch law, exclusive jurisdiction of the courts of Rotterdam.
18.2 Seller-UK contracts: Law of England & Wales, exclusive jurisdiction of the courts of London.
18.3 The CISG does not apply.
18.4 Buyer waives any objection based on forum non conveniens.
18.5 Severability applies.