General terms and conditions for the delivery and installation of photovoltaic power plant BELO SOLAR POWER s.r.o.
1. Scope and validity
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts for the supply and installation of photovoltaic power plants (hereinafter referred to as “Contracts” or “Contract”) concluded by BELO SOLAR POWER s.r.o. (hereinafter referred to as “Contractor”) with its customers and form an integral part thereof.
2. Introductory provisions
2.1. The conclusion of the contractual relationship between the Contractor and the Customer, the subject of which is the delivery and installation of a photovoltaic power plant by the Contractor to the Customer (hereinafter referred to as the “Contractual Relationship”), is effected by the signing of a written Contract by both Parties.
2.2. The parties to the Contract and the basic provisions of the Contractual Relationship are defined in the relevant Contract. In the event of a conflict between the provisions of the Agreement and the GTC, the provisions of the Agreement shall prevail. All capitalized terms used in these GTC shall have the same meaning as in the Contract unless otherwise defined in these GTC.
3.1. On the basis of the concluded Contractual Relationship pursuant to Art. 2.1. of these GTC, the Contractor undertakes to deliver and install the Work specified in the Contract and its annexes for the Customer at its own expense and the Customer undertakes to accept the properly performed Work from the Contractor and to pay the price for the properly performed Work, all under the terms and conditions set out in the Contract and these GTC.
3.2. The Work also includes:
3.2.1. assistance of the Contractor to the Customer in securing the subsidy contribution from the New Green Savings Programme (hereinafter referred to as the “Subsidy”), consisting in providing the Customer with professional know-how in obtaining the Subsidy and representing the Customer in the Subsidy application procedure; and
3.2.2. ensuring the preparation of an energy audit.
3.3. The Work does not include the provision of legislative documents and permits necessary for the operation of the Work.
3.4. Requests for changes to the Work may be made by the Customer to the Contractor prior to signing the Contract. The Contractor is not obliged to comply with later requests. Any subsequently requested changes to the Work by the Client shall be set out in an addendum to the Contract signed by both parties setting out the change in the Contractor’s performance dates and the change in the Price of the Work.
4. Implementation of the Work
4.1. The Work shall be carried out in accordance with the schedule for the execution of the Work, which forms part of the Contract.
4.2. The Contractor undertakes to:
4.2.1. submit an application for a Grant under Art. 3.2. the amount no later than 30 working days after the advance payment has been paid in accordance with the Contract,
4.2.2. to ensure the preparation of an energy audit according to Art. 3.2. the amount no later than 14 working days after the advance payment has been paid in accordance with the Contract,
4.2.3. commence actual performance of the Work no later than 180 days from the date of receipt of the Advance Payment and complete, and
4.2.4. hand over the Work to the Customer within 20 days from the date of commencement of the actual installation of the Work. This period shall be automatically extended by the duration of obstacles for which the Contractor, through no fault of his own, is unable to carry out activities aimed at the completion of the Work (e.g. adverse weather conditions, delays in delivery of materials, embargoes, force majeure, delays or restrictions due to epidemics or war). The Contractor is obliged to inform the Customer about these obstacles.
4.3. The date of commencement of the actual execution of the Work (installation) shall be communicated by the Contractor to the Customer at least 15 days in advance. The Client is obliged to ensure that in the winter period the non-public access roads to the site are safely passable, i.e. gritting and clearing the roof of snow and ice if necessary.
4.4. In the event that the Customer is in default in payment of the advance payment, the time for performance of the Work shall be extended by the period of such default and the Contractor shall not be obliged to commence work on the Work until the site is properly prepared and the advance payment has been paid.
4.5. At the written request of the Customer, the commencement of the Work may be postponed to a later date.
4.6. The Customer shall provide the Contractor with all necessary assistance during the execution of the Work to ensure proper completion of the Work and to enable the Contractor to make the necessary technical interventions and to place the working equipment, including its use and free connection to the electricity supply point during the execution of the Work.
5. Price and maturity
5.1. The Client is obliged to pay the Contractor the price for the performance of the Work in the amount and in the manner specified in the Contract and its annexes. The price of the Work is inclusive of VAT, with the Contractor being entitled to adjust the VAT according to the applicable legislation on the date of issue of the relevant invoice – tax document.
5.2. The Contractor is entitled to unilaterally adjust the price of the work if:
5.2.1. there are subsequently agreed changes to the Work;
5.2.2. from the date of signing the Contract to the date of execution of the Work, there is an issue or change in generally binding legislation or conditions of the building permit that will affect the execution of the Work or the price regulation according to which the price of the Work is determined;
5.2.3. the VAT rate will change;
5.2.4. the increase in the average annual consumer price index (inflation rate) announced by the Czech Statistical Office for the last 12 months compared to the average of the previous 12 months exceeds 5% in the period from the conclusion of the Contract to the commencement of the Work, by a percentage corresponding to the inflation rate.
5.3. Title to the Work shall pass to the Customer only upon full payment of the Price of the Work. Payment in full means payment of the Price of the Work and the price of any additional work required by the Customer in excess of the Price of the Work. Until the transfer of ownership to the Customer, the Customer shall be obliged to maintain the Work at its own expense, if it has been taken into use by the Customer, and shall be liable for any damage to it arising from the time of acceptance of the Work or from the time when the Work is deemed to have been handed over.
Neither party may, i.e. without the prior written consent of the other Party, copy, disclose or use for any purpose other than as provided in the Agreement or these GTC any information, either technical or commercial, obtained from the other Party. This obligation shall remain in effect for a period of ten (10) years from the receipt of such information and shall survive the termination of the Contractual Relationship. Nothing herein shall apply to the disclosure of information by either Party where required by law to disclose such information to the appropriate authorities (the entity notifying the other Party of such a request), nor to information that is:
(a) in their personal possession (with full right of disclosure) prior to their receipt from the other Party; or
(b) which is or becomes public knowledge (otherwise than by reason of a breach of this measure); or
(c) which are independently obtained from a third party and do not contain any restriction on disclosure.
7. Application of force majeure
The parties shall be exempt from liability for partial or total non-fulfilment of contractual obligations due to force majeure. Force majeure circumstances are those that neither party can control, e.g. wars; natural disasters; decisions or measures of state authorities; limitations or delays in production or transport due to force majeure, interruption of raw materials, interruption of energy supply; difficult climatic conditions, epidemics, etc. These circumstances must directly prevent one of the Parties from acting in a manner that is oriented towards the fulfilment of the Contract.
Information regarding the protection of personal data in relation to Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”) and the implementation of measures to ensure that the Contractor’s procedures comply with the GDPR and related data protection legislation is available at https://www.belosolar.cz/gdpr/.
9. Delivery of documents
All communications between the Parties shall be made to the e-mail addresses specified in the header of the Agreement without a guaranteed electronic signature (does not apply to amendments and termination of the Agreement) and/or in writing by registered letter sent to the address of the respective Party specified in the header of the Agreement. Refusal to accept a document shall be deemed to be delivery on the date of refusal to accept it. Letters sent by registered mail shall be deemed to have been duly delivered upon their actual delivery, but no later than on the third (3rd) calendar day following the notification of their deposit at the post office. A Contracting Party is obliged to notify the other Contracting Party without undue delay of a change in its delivery address.
10. Final provisions
10.1. Rights and obligations not covered by the Contract or these GTC are governed by the law of the Czech Republic, in particular the Civil Code. All disputes arising out of or in connection with the Contract shall be adjudicated by the courts of the Czech Republic, unless the jurisdiction of the courts of another state is established by law and cannot be excluded by contract.
10.2. In the event that a consumer dispute arising from the Contract arises between the Parties and cannot be resolved by mutual agreement, the Customer, if a consumer, may submit a proposal for out-of-court settlement of such dispute to the designated entity for out-of-court settlement of consumer disputes, which is the Czech Trade Inspection Central Inspectorate – ADR Department Štěpánská 15 120 00 Prague 2, e-mail: email@example.com, website: adr.coi.cz .
10.3. If any provision of the Contract or these GTC is or becomes invalid, the other provisions of the Contract or these GTC shall remain valid and the Parties shall replace such invalid provision within 14 (fourteen) days of receipt of a notice from either Party to the other Party with another suitable provision that is as close as possible to the original intention of the Parties.
10.4. The Parties undertake to sign any further documents within 14 (fourteen) days of the receipt of a notice from either Party to the other Party, if applicable. take such other actions as are necessary to fulfill the purpose of the Agreement and its individual provisions.
10.5. The parties assume the risk of a change of circumstances within the meaning of § 1765 para. 2 of the Civil Code and exclude the application of the provisions of Section 1765 para. 1 and § 1766 of the Civil Code to the Contractual Relationship.
10.6. The Contractor reserves the right to make changes to these GTC. The amendment of these Terms and Conditions does not affect the binding relationship that arose during the validity of the previous version of the GTC. The current version of the GTC is published and available on the Contractor’s website.
These GTC are valid from 6. 11. 2022