Terms & Conditions

This order and acknowledgement, and future orders from SOLARMARKT US dba/ Session SolarTM, are subject to the following terms and conditions (the “Agreement”). By accepting this Agreement the customer agrees to be bound thereby. If the terms of this Agreement contradict the terms of any purchase order or order acknowledgment, the terms of this Agreement will take precedence.

 1. PRICE AND TERMS OF PAYMENT

1.1 Pricing.

Prices subject to change without notice. Unless otherwise stated in this Agreement, pricing will be as stated on the Sales order form except for orders whose requested delivery date is more than 90 days after the confirmed order date. Pricing for orders with requested delivery dates more than 90 days from the confirmed order date will be priced at the applicable rates at the time of shipment. All sales are final. Special order, custom built and non-stock items are non-cancelable and nonreturnable.

1.2 Payment Terms.

Customer will pay SOLARMARKT US dba/ Session SolarTM in US Dollars 30 days from the date printed on the invoice, unless otherwise agreed to in writing signed by SOLARMARKT US dba/ Session SolarTM.

1.3 Past Due Accounts.

Past Due Accounts are subject to a monthly interest charge of 1.5% (18 % annual interest rate) for the invoice amount (subject to applicable law). All finance charges for overdue payments will be assessed on Customer’s monthly statements and shall be due upon receipt. In no event shall the terms of this order/acknowledgement require payment in excess of the maximum amount permitted by law. Any such excess which may be collected from Customer shall, at final payment of all amounts owed, be applied as a credit against future invoices of Customer or returned by Customer to SOLARMARKT US dba/ Session SolarTM.

1.4 Orders.

All orders must be in a writing which includes a purchase order number and must be received by Seller by mail, courier, facsimile or email. Seller reserves the right to refuse any order based on an error in price or quotation. Modification of any order must be confirmed in writing. Seller takes exception to and hereby objects to all hold harmless and indemnity provisions, either express or implied, set forth in Buyer’s order that seek to impose liability on Seller.

2. TAXES

2.1 Taxes.

Prices do not include tax. Taxes will be added, in all cases, unless an exemption certificate is on file with the Seller. Customer agrees to pay any taxes which are paid or payable, or assessed in connection with this order.

3. SHIPMENT

3.1 Shipment Terms.

Delivery or ship dates are not guaranteed and delinquency in delivery will not constitute grounds for charge back, setoff, or other damages or claims of damages against Seller unless specified delivery or ship dates are requested by Buyer and expressly agreed to in writing by Seller.

Unless otherwise stated in this Agreement or as agreed upon in writing by SOLARMARKT US dba/ Session SolarTM, all shipments are F.O.B. from SOLARMARKT US dba/ Session SolarTM or plants, warehouses from which material is shipped.

3.2 Packing and Shipping.

SOLARMARKT US dba/ Session SolarTM will pack and ship products delivered hereunder in accordance with its general practice unless specific instructions are supplied by Customer.

Any additional costs incurred by SOLARMARKT US dba/ Session SolarTM as a result of special packaging and/or shipping requests will be paid by entirely by Customer.

3.3 Shortages.

All claims for shortage or allowances must be made in writing on date of delivery.

4. SECURITY INTEREST

4.1 Purchase Money Security Interest.

SOLARMARKT US dba/ Session SolarTM or its assigns shall have purchase money security interest in the products purchased hereunder until all charges including installation and/or service charges, if any, are paid in full. Customer agrees to convey power of attorney to SOLARMARKT US dba/ Session SolarTM for the sole purpose of execution of documents necessary to perfect the Purchase Money Security Interest. Further, Customer agrees to execute and deliver, so that SOLARMARKT US dba/ Session SolarTM may file or record any documents reasonably requested by SOLARMARKT US dba/ Session SolarTM for the purpose of protecting and/or perfecting said security interest.

5. TITLE AND RISK OF LOSS

Title and risk of loss shall pass to Customer upon delivery by freight carrier.

6. WARRANTY

SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE MATERIALS DESCRIBED HEREIN AND BUYER ACCEPTS THE MATERIALS AS IS. SELLER DOES NOT ADOPT OR AFFIRM ANY OF THE WARRANTIES, EXPRESS OR IMPLIED, INCUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY ANY OF THE MANUFACTURERS OF ANY OF THE MATERIALS DESCRIBED HEREIN. SELLER SHALL NOT BE LIABLE TO BUYER OR BUYER’S CUSTOMER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, SELLER’S LIABILITY SHALL NEVER EXCEED THE PURCHASE PRICE OF THE GOODS WHICH ARE THE SUBJECT OF THE CLAIM, WHETHER OR NOT SUCH GOODS HAVE BEEN INSTALLED OR MADE PART OF AN IMPROVEMENT TO REAL OR PERSONAL PROPERTY.

7. CHANGES

7.1 Specialized Product Orders.

If a SOLARMARKT US dba/ Session SolarTM quotation is premised on products to be customer designed and produced for special application, the quoted price is applicable unless the specifications are changed by the Customer. Such changes in specifications must be agreed to in writing by SOLARMARKT US dba/ Session SolarTM prior to acceptance. If changes in fabrication or design are required by reason of incorrect information of furnished, or deviation from prints or other information submitted by Customer, its representatives or agents, the cost of such changes shall be at Customer’s expense and shall be added to the quoted price. If the specification, as modified, cannot be met by SOLARMARKT US dba/ Session SolarTM, SOLARMARKT US dba/ Session SolarTM may, at its option, terminate the order subject only to Customer’s obligation to reimburse SOLARMARKT US dba/ Session SolarTM as provided in Section 14.

8. FAILURE TO PAY

8.1 Remedies for Breach of Payment Terms.

In the event Customer fails to fulfill the terms of payment or if SOLARMARKT US dba/ Session SolarTM shall have any doubt at any time as to Customer’s financial responsibility, SOLARMARKT US dba/ Session SolarTM may decline to make any further deliveries except upon receipt of payment in cash or other security satisfactory to SOLARMARKT US dba/ Session SolarTM. In addition, SOLARMARKT US dba/ Session SolarTM shall have all rights and remedies at law or equity available under California law to collect any unpaid amounts owed by Customer. Customer hereby agrees to indemnify and hold harmless SOLARMARKT US dba/ Session SolarTM and its affiliated companies against any claims, losses, damages, or expenses arising from a refusal to make deliveries resulting from Customer’s failure to pay described herein.

9. ADVERTISING

9.1 Advertising Policy.

Customer is authorized to advertise its relationship with SOLARMARKT US dba/ Session SolarTM and Customer is encouraged to use SOLARMARKT US dba/ Session SolarTM’s products in its advertising. However, SOLARMARKT US dba/ Session SolarTM retains the right to revoke the consent granted in this section at is sole discretion with or without cause.

10. EXCLUSIVE REMEDIES

10.1 Force Majeure.

Neither SOLARMARKT US dba/ Session SolarTM nor its affiliates shall be liable in any way for delays, failures in performance, loss or damages due to any of the following force majeure conditions: fire, strike, embargo, explosion, power blackout, earthquake, volcanic action, flood, war, water, the elements, labor disputes, civil disturbance, government requirement, civil or military authority, acts of God, public enemy, inability to secure products, transportation, facilities, acts of omission of carriers or other causes beyond its reasonable control whether or not similar to the foregoing.

11. CONFIDENTIALITY

11.1 Confidential Information.

The parties may obtain information about each other that is considered confidential. "Confidential Information" includes all non-public information regarding SOLARMARKT US dba/ Session SolarTM or Customer, such as technical data, product design and development, sales information, quantity and kind of products sold, prices and methods of pricing, marketing techniques and plans, product returns, unannounced products, product and process information, and any other information that, if disclosed to others, might be competitively detrimental to the disclosing party.

Confidential Information does not include any information that has been publicly disseminated in writing by the disclosing party, any information that the other party can show it knew before the disclosing party's disclosure, or any information that was rightfully received by the other party from a third party without restriction.

11.2 Non-Disclosure.

Each party will maintain the other party's Confidential Information in strictest confidence, may not disclose it to any third party, and may use it only as necessary to perform under this Agreement. The parties will cause their officers, directors, employees, and agents to abide by the terms of this Section 16, and will be responsible for any wrongful disclosure and use by any of them.

12. INDEMNITY

12.1 General Indemnification.

Customer will defend and indemnify SOLARMARKT US dba/ Session SolarTM, and SOLARMARKT US's affiliates, directors, employees and contractors (collectively "Indemnitees") against any claim or action brought by a third party against an Indemnitee arising from (a) an allegation of Customer’s negligence or willful misconduct, or (b) Customers failure to comply with the requirements of this Agreement.

13. DISPUTE RESOLUTION

13.1 Good Faith Negotiation.

The parties will first attempt to resolve any dispute relating to this Agreement through good faith informal negotiation.

13.2 Arbitration.

Any action to enforce or interpret this Agreement shall be settled by arbitration in accordance with the rules of JAMS. Any party may commence arbitration by sending a written demand for arbitration to the other party. Such demand shall set forth the nature of the matter to be resolved by arbitration. Arbitration shall be conducted at the JAMS facility nearest Oakland, California. The substantive law of the State of California shall be applied by the arbitrator of the dispute. The parties shall share equally in the initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney’s fees, costs, and reasonable expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.

13.3 Governing Law.

Any dispute arising out of this Agreement shall be subject to the laws of the State of California. Venue for any action filed to enforce this Agreement shall be Oakland, California.

13.4 SURVIVAL.

This Section 18 will survive the termination or expiration of this Agreement.

14. ASSIGNMENT

14.1 No Assignment.

Neither party may assign this order, or any portion thereof, without the written consent of the other.