150-0230 CONSOLIDATED TERMS AND CONDITIONS OF SALE (GLOBAL)
Applies to: SmartFlower Solar LLC (USA) and SmartFlower Solar GmbH (EU) (collectively, “SFS”)
Effective: October 1, 2026
The specific SmartFlower Solar entity identified as the seller in the applicable Contract (including any quote, order confirmation, or sales order) shall be the sole contracting party (“Contracting Entity”). All rights and obligations of SFS under these Terms apply only to such Contracting Entity in connection with the relevant transaction. For clarity, all references to SFS herein shall mean the applicable Contracting Entity.
“Delivery” means the time at which Products are made available to Purchaser or Purchaser’s carrier at the Delivery Point, or such other time as expressly stated in the applicable Contract.
“Delivery Point” means SFS’s designated facility or other location identified by SFS in the applicable Contract or written delivery notice where the Products are made available for pickup by Purchaser or Purchaser’s carrier.
These Terms govern all Contracts. Acceptance is expressly limited to these Terms, and SFS hereby rejects any additional or different terms proposed by Purchaser, whether in purchase orders or otherwise. SFS’s performance shall not be deemed acceptance of any such terms.
Any inconsistency in this solicitation or contract shall be resolved by giving precedence in the following order:
Unless otherwise expressly agreed in writing in the applicable Contract, Delivery shall be EXW SFS’s designated facility (Incoterms® 2020). Delivery occurs, and risk of loss or damage transfers to Purchaser, when the Products are made available to Purchaser or Purchaser’s carrier at the designated delivery point. Any delivery dates provided by SFS are estimates only and are not guaranteed, and SFS shall have no liability for any delay in delivery. Delay shall not relieve Purchaser of its payment obligations or entitle Purchaser to cancel any Contract without SFS’s prior written consent. SFS may make partial shipments. Purchaser is responsible for all transportation, loading, freight, insurance, export, import, customs, duties, and regulatory compliance costs and requirements from and after Delivery unless otherwise expressly stated in the applicable Contract. Title to Products shall remain with SFS until Purchaser has paid all amounts due in full. To the extent permitted by applicable law, Purchaser shall take all actions and execute all documents reasonably requested by SFS to protect SFS’s retention of title or security interest in the Products.
If for any reason Customer fails to transport from the Delivery Point the Products pursuant to Section 5 within thirty (30) days of Delivery, then on such date SFS reserves the right to make a storage charge, up to 3.5% of the Total Price per month, for the period of storage, which shall be deemed to commence on the date when the Products were available for delivery. Storage will be billed monthly and will not be prorated. Product storage shall not exceed twelve (12) months and at that time, the Product(s) will be disposed of and any right by Purchaser to the Product shall end.
Purchaser shall inspect Products within three (3) business days of Delivery. Failure to provide written notice of nonconformity within such period constitutes acceptance. Claims are limited to Products or Parts materially differing from the Contract or defective, subject to the warranty terms set forth in the document 150-0119 SMARTFLOWER LIMITED WARRANTY and Section 9.1 below.
Orders may be cancelled only with SFS’s written consent and, if permitted, within seven (7) days of order placement or deposit. Deposits are otherwise non-refundable.
SFS’s warrants only material conformance to SFS’ published specifications of the Products, Parts, and Services and that limited warranty is governed exclusively by the document titled 150-0119 SMARTFLOWER LIMITED WARRANTY, as amended from time to time and incorporated herein by reference and that limited warranty shall be Purchaser’s sole exclusive remedy
EXCEPT AS EXPRESSLY PROVIDED, ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY,QUALITY OR FITNESS FOR A PARTICULAR PURPOSE). SFS MAKES NO REPRESENTATION OR WARRANTY REGARDING THE VALIDITY, STATUS, CONTINUING EFFECTIVENESS, OR EXPIRATION OF ANY CERTIFICATION, APPROVAL, LISTING, REGISTRATION, OR OTHER REGULATORY COMPLIANCE RELATING TO ANY PRODUCT, PART, OR SERVICE, WHETHER BEFORE, ON, OR AFTER DELIVERY. PURCHASER IS SOLELY RESPONSIBLE FOR VERIFYING THE APPLICABILITY AND CURRENT STATUS OF ANY SUCH CERTIFICATION OR REGULATORY COMPLIANCE FOR PURCHASER’S INTENDED USE, JURISDICTION, INSTALLATION, OR RESALE.
To the fullest extent permitted by applicable law, SFS shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, use, goodwill, business opportunity, or data, arising out of or relating to any Contract, Product, Part, or Service, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages. SFS shall not be liable for the cost of substitute goods, services, or replacement power generation. SFS’s aggregate liability arising out of or relating to any Contract, Product, Part, or Service shall not exceed the amounts actually paid by Purchaser for the specific Product, Part, or Service giving rise to the claim. These limitations apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
SFS retains all intellectual property rights. Purchaser receives a limited, non-transferable license solely for use of the Products.
Purchaser grants SFS a limited right to use installation-related data, including images and general location data, for marketing and promotional purposes, subject to applicable data protection laws. Purchaser has the right to access, correct, or request deletion of personal data, and to object to or opt out of the use of personal data for marketing purposes at any time by providing written notice to SFS.
SFS shall not publish personally identifiable information without Purchaser’s prior written consent and shall use reasonable efforts to generalize location and identifying details in public materials. SFS shall implement appropriate safeguards to protect personal data and limit its use to the purposes described in this Section 12.
Purchaser grants SFS and its authorized sales partners, service partners, component suppliers, software suppliers, contractors, subcontractors, and other authorized support providers access to internet-connected SmartFlower systems solely as needed to provide software updates, troubleshooting, service support, remote diagnostics, remote controls, component support, software support, product improvement, and related technical support.
For those purposes, SFS may share telemetry, location, customer personal data, and other system-related information with such authorized parties only to the extent reasonably necessary to perform those activities. SFS shall not otherwise share telemetry, location, or customer personal data with any third party without Purchaser’s prior written consent, except as permitted or required by applicable law.
Purchaser shall comply with all applicable export, import, and regulatory requirements.
SFS shall not be liable for failure or delay due to events beyond its reasonable control, including supply chain disruptions, regulatory actions, or natural events.
Purchaser shall indemnify, defend, and hold harmless SFS from all claims arising out of Purchaser’s handling, installation, resale, or use of Products or Services. SFS shall indemnify, defend, and hold harmless Purchaser from claims that the Products, as delivered, infringe any third party’s intellectual property rights.
Purchaser is solely responsible for ensuring Products meet applicable local laws, codes, and intended use requirements.
The governing law, venue, and dispute resolution method shall be determined solely by the applicable Contracting Entity as follows:
The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, proposals, and communications relating to its subject matter. Purchaser acknowledges that it has not relied on any representations not expressly stated in the Contract. Any amendments or modifications must be in writing. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. The Contract may not be assigned or transferred without SFS’s prior written consent. Electronic signatures are valid and binding. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
SFS retains a purchase money security interest in Products until full payment is received.