TERMS AND CONDITIONS
Our general contracting conditions with DC-PV Decentralized Photovoltaics Ltd applies to three types of situations:
A) Acquisition of Products
B) Acquisition of Services of Maintenance and Monitoring of photovoltaic systems
C) Contracting of engineering, supply, Construction, operation of photovoltaic systems.
A) ACQUISITION OF PRODUCTS
1- SCOPE AND APPLICATION.
These general terms are applicable to all Sales or services performed or provided by DC-PV brand described in our brochures, price lists, advertisements, budgets, by Internet or verbally and will be regulated by the rules hereby described, excluding any other analogous terms or conditions. These general terms will prevail over any others, and DC-PV will reserve to itself the faculty or right to modify them, always in writing. The Client order presupposes the acceptance of the hereby described General Terms. The selling conditions are Incoterms 2000: EXW.DC-PV
DC-PV head office contact:
DC-PV Decentralized Photovoltaics, Lda
Rua José Ramalho Viegas, Nr5 r/c E | 8005-226 Faro
Tel.: +351 289 819 133
All orders will be formalized in writing, by electronic mail or fax and will only have mandatory effects when accepted by DC-PV trough the order confirmation done by any of the above described means of communication.
The Client should verify the received order confirmation and immediately notify in writing on any identified error until 48 hours after de reception of the order confirmation; otherwise, the product description and the characteristics and/or technical specifications detailed on the order confirmation sent by DC-PV will be considered valid and the order will be effective.
3- PRICE AND PAYMENT TERMS.
The quotations or commercial offers will only be valid when detailed in written and during the deadline expressly stated in them. If no deadline is established, it will be considered a maximum period of 7 days, with no possibility of any extension.
The price of the product and the terms of payment will be established on the confirmation of each order. In case, by alien reasons, out of reach of the firms of DC-PV, such as variations on currency exchange, taxes, insurances and other costs of production (including those of components and services), the price has to be changed by the firms of DC-PV with previous warning to the interested parts, who reserves to itself the right to perform an adjustment to the final quotation.
The payment will be formalized when the order is effective or, if applicable, as it is established in the conditions stated on the confirmation order. The firms of DC-PV may suspend the delivery of the good or the providing of the service until the total fulfillment of the global price payment. In case of payment delay (arrears) there will be an imputation to the final price of all the originated costs and will be applied an interest in arrears of 1% per month on the amount of debt or on the remaining amount of debt at that time, from the due date of payment and to its total liquidation.
Before the shipping of the merchandise or the rendering of a service, the firms of DC-PV reserve themselves the right to certify the approval of the terms of payment by the corresponding entities, as long as it is considered necessary.
In case of total or partial nonpayment, in the due and agreed date, the firms of DC-PV may suspend or cancel any shipping or pending Contract without incurring any liability by damages or losses, including loss of profit or damages that may be caused due to delay or loss of production. The previous right will not release in any case the Client from his contractual obligations related to the due payments and to the reception of products.
In case the Client has his usual residence outside the European Community and wishes to bring effectiveness to any tax exemption, he should necessarily send to the headquarters of the firms of DC-PV with whom he is doing the commercial transaction, a copy of the invoice and a proof of domicile abroad with his tax number, as soon as he receives the merchandise. When the invoice arrives to the customhouse, the user should send it with the bank data in order to proceed with the tax refund.
The delivery of the merchandise will be done within the period indicated in the order confirmation. The deliveries can be made in several parts. The delivery will be considered effective as soon as the firms of DC-PV place the products at the Client’s disposal and as soon as the Client signs the document of the delivery reception. We hereby inform that it is the sole responsibility of the Client to check the conditions of the product at reception, stating in the document of reception, if applicable, all justifiable reservations and complaints. If the Client refuses the reception of the merchandise without the approval of DC-PV, all resulting expenses and/or damages will incur on his account, including the storage and until its withdrawal.
The firms of DC-PV will not be liable of failure to perform its obligations when it is caused by events which cannot be foreseen, or, if foreseen, would be inevitable, or for any impediments beyond their control ( both in cases of “force majeure” and fortuitous events), including, amongst others, Government or administrative acts, own labor strikes or from third parties, closure order by the employer, civil disorders, earthquakes and any other natural disasters, lack or inability to obtain raw materials, supplies or equipment, lack of operational facilities, etc.
The supplied merchandise, notwithstanding its possession being already transferred directly to the Client, will be property of the firms of DC-PV until the total liquidation of the final price. The Client cannot offer the merchandise, cede it to others as collateral, whether real or personal guarantee, or by any other means, until its full payment. Until the payment is effective, the Client must maintain the merchandise in perfect condition and identify it, if applicable, as property of the firms of DC-PV. The compliance with the reservation of title will not imply the renunciation of claiming the fulfillment of the Contract neither the renunciation of claiming indemnity from damages and losses.
The Client must examine the product immediately after the delivery and within a period of 48 hours, in order to proceed to its inspection and to do the corresponding notes and reservations. After this time period it will be considered that the client accepted satisfactorily the product. In case the Client returns the product, by justifiable reasons, and has informed the firms of DC-PV, he should proceed to the return in its original conditions, with its package, return note and purchase justification. The return costs will incur at his expense unless exist a justification to the return according to the terms of the product warranty, included in the package.
The Client will use the merchandise according to the user’s manual and the manufacturer’s instructions. Stating this, DC-PV will not be liable for any damages or losses caused by the merchandise, or to any third parties, due to an incorrect handling by lack of observation of the instructions stated in the user’s manual or Safety Rules of the merchandise. The firms of DC-PV will not be held liable for any incorrect installation or malfunction.
If the supplied product(s) are defective during the warranty period given by the manufacturer, DC-PV will assist in all communications with their supplier or product manufacturer in order to repair or replace the product in a reasonable period of time. The Client will allow DC-PV to examine it, as wished, in its current location or indicated locations. The firms of DC-PV have the property of the replaced or spared parts. DC-PV will provide the necessary assistance in order to solve the problems in an adequate period of time, as the circumstances may demand. The firms of DC-PV do not guarantee or accept responsibility for the following:
1. Damages caused by incorrect installation, use, modification or repair done by a third party not duly authorized or done by the Client himself;
2. Damages caused by any other person or external element;
3. Suitability of the product to an end, purpose or specific use;
4. Any instruction given by the Client and correctly performed by the firms of DC-PV;
5. Non-responsiveness of the product’s supplier or manufacturer;
6. Transport or repair costs charged by the manufacturer/supplier.
The responsibility of the firms of DC-PV for any violation to this warranty, to its service commitments or any other concept, in any case will exceed the price of the product established in the confirmation order.
The warranty will exclusively cover the work force and the defective parts, thereby determining a limitation on the liability of DC-PV and not assuming the replacement of consumables neither the abnormal use of the products, the malfunction of the accessories, the damages originated by external causes to the apparatus, neither the deterioration originated by adaptations or adjustments.
The warranty will not be valid in the following circumstances: Strokes, accidents and/or inadequate transportation, handling by personnel different from the recommended technical service indicated by the firms of DC-PV, or for the handling of any tape or label of identification/control, for any guilt or negligence from the Client or any technician or third party, for the normal wear due to use, for damages due to external phenomena or natural catastrophes such as storms, floods, lightning, earthquakes, fires, insolvency of the supplier or manufacturer etc. The warranty will also be invalid if the serial number of the product is modified.
Services, as agreed, will be provided by the firms of DC-PV. The response timings will be estimates and may vary according to the location or accessibility of the product. Service can be provided through telephone or Internet, according to its characteristics and circumstances. If it is previously agreed and indicated in the confirmation order, the service offer may include advice, training and/or consultation.
Unless expressly foreseen in the confirmation order, service does not include: articles excluded from the warranty, modifications in the configuration, replacement, preventive maintenance, works that according to the firms of DC-PV are considered not necessary and issues related to the electric environment. The repair of third parties’ products will be made according to the manufacturer’s warranty or the license issuer. The spare parts which are not critical to the product function may not be replaced in the same time period of the service offer.
The transportation from our warehouse(s) to the indicated location by the buyer, as well as the transportation insurance is at the expense of the buyer. The responsibility of the firms of DC-PV does not include damages or loss caused by or during the above referred transportation.
8- EXPORTATION CONTROL.
The product may include technology or Software submitted to the control laws of exportation of the USA and/or other country where the product is delivered or used and, therefore, those laws shall be met by the Client. The product cannot be sold, rented or transferred to final users or countries restricted by those laws or users implied in matters of massive destruction armament or genocide. The restrictions of the USA may frequently vary depending on the product and, therefore, the Client must comply with all the regulations existing in the USA and in each specific case.
Having made the above warning, the firms of DC-PV will stand exonerated from any liability, being exclusively the Client and the final acquirer the sole joint responsible before any eventuality that may arise and to respond by any damages or losses that may occur.
9- “FORCE MAJEUR”.
We do not accept any responsibility for delays (including deliveries and services) caused by any circumstances that are alien to our reasonable control and in that case we will have the right to a postponement of the execution; as an example of these circumstances, but not limited to, are strikes, transportation problems, supply or production troubles, flotation on the currency exchange, governmental action and natural disasters. If the causes endure more than 2 months, this agreement can be resolved by any party with no right to any compensation.
The parties shall treat all information received or issued by any means and referring, directly or indirectly, to this commercial transaction as “confidential”, with no possibility of using it for other purposes unless the satisfaction and compliance of this contract.
11- RESOLUTION OF CONTRACT.
The firms of DC-PV can terminate this contract previous written warning, based on any of the reasons established in the Civil Code of the country of origin and headquarters of the firm of DC-PV and also if: 1) the price is not punctually paid and for that effect the parties expressly agree that the lack of total or partial payment will produce the automatic and fully rightful termination of the contract with no possibility of any claim to be held by the perpetrator; 2) the Client infringes, or the firm of DC-PV suspects that the Client has infringed laws on the control of exportation.
Any party can resolve this contract if the other: 1) does not comply in a persistent and material manner this agreement and does not remedy that infringement within the following 30 days, after that fact is demanded in written; or 2) if it is officially declared a payment suspension, a public tender or is not able to pay its debts in due date.
The contracting party that has faithfully fulfilled its obligations, as agreed, can choose to demand the execution of the obligations acquired by the counterpart, or also, demand the resolution of the agreement and require to be compensated of any damages and losses.
12- CLIENT OBLIGATIONS.
The Client will respond for the following:
1. Its main obligation will be the satisfaction of the product price in what concerns the deadline and the agreed terms and conditions.
2. The Client is responsible for the product and its suitability for a purpose and shall also cover all his telephone and mail expenses, if applicable, to contact the firms of DC-PV.
3. The Client will address our personnel with due courtesy, showing the proper manners of a good trader, stated in the Commercial Code, providing all the necessary information and cooperating with the firms of DC-PV in order to allow them the faithful compliance of their commitments.
13- DATA PROTECTION.
The firms of DC-PV are hereby expressly authorized to use the Client’s data related to the commercial relation and to be object of computer treatment, without prejudice to the right of access, cancelation or rectification that the Client may exercise at any time and by any mean in the headquarters of the firms of DC-PV. The personal data will be used exclusively to the prosecution of orders and to the compliance of the object and purpose of this contract. The subsequent use of the referred data for publicity purposes without the Client’s express consent is hereby totally prohibited.
In accordance to the Data Protection laws, the registration of these data in our system should be declared to the Committee of Data Protection of the country of origin and headquarters of the firm of DC-PV.
14- CONSUMER RIGHTS:
If the Client is a Consumer, no disposition in this contract will affect in any manner the dispositions of public order in matter of the consumers’ rights.
The hereby conditions will be regulated by the laws of the country of origin and headquarters of the firm DC-PV.
To solve any doubts, discrepancies or divergences that may arouse in the compliance and interpretation of the present contract, the parties will submit to the Judges and Courts of the city of Lisbon renouncing to any others.
If any disposition in this contract is declared invalid or inapplicable by any Court, the remaining ones will not be affected. The Client can subcontract its obligations to a third party. No party can cede or transfer any obligations or rights. The notifications shall be made in written (manually, by e-mail, fax or certified mail) and sent to the legal representative of the other party.
The Client will find information on the firms of DC-PV and their procedures in the Web page: www.dc-pv.com. The client can address that page to be aware of any update.
B) ACQUISITION OF SERVICES OF MAINTENANCE AND MONITORING OF PHOTOVOLTAIC SYSTEMS
1. MONITORING AND MAINTENANCE SERVICE
In order for the end customer to make the most of their solar PV system and to contribute to the efficiency and longevity of the equipment, DC-PV provides a global maintenance service called BASE PLAN, which consists of regular remote monitoring of system performance and an annual inspection visit to the general condition of the components. The workforce and / or movement of the planned interventions within the plan are free of any cost to the subscriber.
An annual site visit (see item 10.3) for equipment maintenance is carried out approximately one year after the date of commissioning of the system, according to the schedule proposed by DC-PV and agreed with the customer. Visits to the installation to trigger possible warranty cases are included in this contract. In the event of an error or malfunction of the system (or any equipment thereof) whose remote resolution is not possible, up to three annual visits are included to restore the correct functioning of the system. Visits that do not fit in the situations previously foreseen are not included in the contract and will be invoiced at a price of € 60 / day (plus current VAT). The operations resulting from a new regulation affecting the operation of appliances covered by the contract will be the responsibility of the customer. Any intervention requires the presence of the subscriber or his representative.
When the intervention implies the need to replace damaged parts and / or out of warranty, they will be invoiced according to the current price list of the manufacturer in question. The subscriber will be informed of any costs before any substitution takes place. The replaced parts have a warranty of at least two years, provided that the periodic maintenance provided for in the plan is carried out.
4.1 The annual maintenance visit includes the following operations:
• Verification of photovoltaic solar modules;
• Check the inverter;
• Current and voltage test of the components;
• Checking the condition of the batteries (when applicable);
• Verification of the state of the structures;
• Checking the AC / DC safety elements;
• Verification of electrical wiring;
• Verification of the monitoring system;
4.2 The following operations are excluded from this contract:
• Evaluation and / or issuance of liability for any purpose;
• Verification, repair, replacement or cleaning of smoke pipes, pipes, insulation, electrical installations, or other external to the system and / or contract entered into;
• Due to the use of electricity outside the norm;
• Providing lifting means for accessing or replacing components;
• Dismantling of furniture, cabinets or other elements that prevent free access to the product (if the product is installed inside a furniture, it must respect the dimensions and characteristics indicated in the installation and use manual);
• Operations to be carried out by the customer (cleaning the photovoltaic solar modules)
• Intervention due to lack of electricity;
• Cleaning and repair of external devices to the photovoltaic system;
• Malfunctions caused by external agents (eg rodents, birds, insects, etc.).
• Repair of malfunctions caused by misuse, non-intervention of the DC-PV
• Energy assessment of the system.
In case of failure, the interventions must be requested through the telephone number +351 289 819 133 (local call tariff). These will be carried out as soon as possible and during working days from 09:00 a.m. to 06:00 p.m.
This maintenance contract lasts for five years, and can be renewed for an equal period by sending a letter or email, with 30 days in advance. Renewal is dependent on good payment.
The amount of the five-year contract is fixed and paid in annual installments (see paragraph 12). The amounts mentioned in the contract may be reviewed annually in exceptional cases (extraordinary cost increase), but always require written communication and agreement of the subscriber.
8. SUBSCRIBER’S RESPONSIBILITIES
Full compliance with the indications in the equipment instruction manuals. Ensure access to the equipment with all means of safety and, if necessary, means of lifting (cranes, scaffolding, etc.). In case of introduction of new regulations, the subscriber will make all modifications in the premises to ensure compliance with the rules and correct operation of the system. The execution of the work implies the presence of the final customer or someone indicated by him / her in order to guarantee the follow-up of the work and / or obtain technical explanations.
9. QUALITY ASSURANCE
DC-PV, Lda. Guarantees the quality of the maintenance provided, as well as the correct execution of the repairs carried out with original parts.
10.1 DC-PV, Decentralized Photovoltaics Lda, with NIF and registered with the Commercial Register of Faro under number 510368840, with a share capital of Euros 10,000.00 with registered office at Rua José Ramalho Viegas, 5 R / C Esq. 8005-226 Faro, hereinafter referred to as DC-PV. DC-PV and the Subscriber identified below enter into this Maintenance and Monitoring Agreement for the products mentioned in this document, in accordance with the conditions described therein. This contract does not affect the consumer rights provided for by law, namely Decree-Law no. 67/2003 of 8 April and Decree-Law no. 84/2008 of May.
C) CONTRACTING ENGINEERING, SUPPLY, CONSTRUCTION, OPERATION OF PHOTOVOLTAIC SYSTEMS.
These contracts identify the following parts: DC-PV Decentralized Photovoltaics Lda, engineering company (alvará 80484 IMPIC) with legal address at Rua José Ramalho Viegas, nº 5 R / C ESQ 8005-226 Faro (hereinafter referred to as “CONTRACTOR” ) and the customer who fulfills the legal requirements to build and operate a photovoltaic solar system (hereinafter referred to as “OWNER”). The building or terrain of implementation of the solar photovoltaic system is called PROJECT SITE.
2. COOPERATION WITH THE OWNER
The OWNER is responsible for providing and acquiring any official permission related to the system. The CONTRACTOR shall ensure the administrative process with the competent entities, and the OWNER shall be responsible for the timely supply to the CONTRACTOR of all documents and data necessary for the implementation, licensing and completion of the system, as well as timely payment of the fees and taxes required by law . In the event that there are any delays or penalties due to a lack or modification of such permission, the OWNER shall be responsible for any additional cost or resulting damages. The CONTRACTING PARTY has the right to claim related damages or losses, and shall not be liable for any economic loss resulting from any modification by the OWNER.
3. ACCEPTANCE OF SITE
In the context of this agreement, the CONTRACTING PARTY:
a) It undertakes to organize a preliminary site visit for preliminary technical survey and also to eliminate potential risks, create health and safety conditions and take all precautions to avoid risks during the implementation of the system.
b) Will evaluate the condition of the building or site of implementation. If you have identified specific risks that require additional attention, the CONTRACTOR shall prepare a report recommending potential measures necessary to the OWNER as a structural enhancement, improvement of safety conditions and other relevant. For the avoidance of doubt, when there is any reinforcement that may be necessary to implement the structure, it is not included in the agreed contractual price.
4. OWNER’S RESPONSIBILITIES
The OWNER, at no additional cost to the CONTRACTING PARTY, is responsible for:
a) Pay the total amount according to the payment schedule.
b) Provide the CONTRACTOR with unlimited access to the project site, warehouse and infrastructures such as toilets and bathroom.
c) Commit to not interfering, supervising or tampering with the system or modifying any installation without confirmation from the CONTRACTING PARTY, as it may adversely affect the scope of the work and ultimately have an impact on the performance of the system.
d) Make all necessary reinforcements if the cover does not allow the additional weight continuously associated to the photovoltaic system (<15kg / m2) and temporarily to the workers (approximately 90kg / m2).
e) If it is essential to the project, establish an area to unload the individual pallets of solar modules and other equipment on the roof (approximately 600kg / m2), on the roof itself or in a directly adjacent place to facilitate the access of the installation team.
f) If it is impossible to comply with subparagraph e) above, the owner is responsible for proposing a solution or zone of placement of the panels that allow the execution of the work in a fast and adequate way on the part of the CONTRACTING PARTY, which must be formally accepted by the CONTRACTING PARTY.
g) Ensure that it has the means (forklift trucks or other) and adequate personnel to ensure, after the truck arrives at the place of installation, the unloading of the material and different components of the system to be delivered on site.
h) Unload and place the components delivered by the CONTRACTING PARTY, and must ensure the human and technical resources for this purpose. Upon arrival of the components, the CONTRACTING PARTY shall be advised immediately by the OWNER of the arrival so that he can carry out a strict general inspection of the quantity, conformity and condition of the components delivered to the client in the space of not more than 48 hours, and the OWNER for the purpose of an eventual activation of insurance sign and fill in the transport guides that accompany the components with the observation “subject to verification” or “external damages” and save a copy of the documentation.
i) Ensure, store and guarantee (for insurance against all risks and means in place) the transportation, damage, fire, conflict and / or theft of all components related to the project that are delivered by the CONTRACTING PARTY at the PROJECT SITE
j) After delivery to the PROJECT SITE and during the period of time for the execution of the work, the OWNER is responsible for damages or thefts that occur outside the CONTRACTOR’s working hours. After delivery on site the OWNER is responsible for damage or theft of components that occur in it.
k) Provide all necessary information to the CONTRACTING PARTY in due time.
l) Accept the CONTRACTOR’s choices regarding outsourced subcontractors.
5. CONTRACTOR’S RESPONSIBILITIES
The CONTRACTING PARTY, at no additional cost to the OWNER, is responsible for:
System Design, Engineering and System Installation
a) Elaborate the mechanical and electrical project according to the regulations of Portugal, submitting it to the client in PDF format.
b) Perform all necessary revisions to the project at no additional cost up to a maximum of two times. If changes are considered by the CONTRACTING PARTY as non-essential, an additional value between the parties will be discussed and agreed upon.
c) Take responsibility for the safety of the construction site during the installation of the system.
d) Be responsible for the contracting of transportation vehicles in national or international territory of the goods up to the PROJECT SITE.
e) Ensure, store and guarantee (by insurance against all risks, specifically transportation, damages, fire, conflict and theft) all components related to the project until the moment they are delivered in the PROJECT SITE.
f) Installation of module mounting system, wiring, spiral cables or cable support connections, DC cable connections, cable tube connections, inverter connections, inverter installation, inverter startup, online system tests and approvals, DC combiner connections, AC combiner connections, and connections to the AC main switchboard and the network.
g) Connect the system to the customer’s AC power supply at the PROJECT SITE.
h) Operate the system under normal and acceptable operating conditions in accordance with Portuguese regulatory instructions and specifications for comparable project categories.
6. DETAILED WORK AND MINOR ERRORS
Detail work and correction of minor errors will be made within a maximum of 30 days after provisional acceptance of the system by the OWNER at no additional cost. Minor errors are considered facts that do not seriously affect system productivity such as assembly of cable clamps, DC boxes, cable identification labels, individual or temporary failures in the inverters, or lack of communication with the monitoring system during the period start-up.
7. GUARANTEE OF THE COMPONENTS
The CONTRACTOR confirms that all components used in the PV System are delivered without prior use and without defects and, where possible, provide documentation proving the manufacturers.
The CONTRACTOR is not under any circumstances responsible for defective material provided by manufacturers. However, the CONTRACTING PARTY guarantees that, if it is necessary to trigger the guarantee of any of the components provided by the CONTRACTOR and used in the PV system, it will take care to manage the communication with the manufacturer and provide support in the replacement or repair, among other measures possible. The CONTRACTING PARTY will request the repair or replacement of the defective material. If the manufacturer does not respond to this request due to insolvency or force majeure, the CONTRACTOR shall be available to support the OWNER to purchase alternative components in order to restore the normal operation of the system.
8. ACCESS TO THE PROJECT SITE
Only accredited personnel may access the site to inspect the work performed. Anyone who visits the site must comply with health and safety measures and access to those who do not use the safety equipment defined in the access requirements for the specific PROJECT SITE is not allowed.
9. AMENDMENTS TO THE CURRENT LEGAL FRAMEWORK OR CONTRACT
Any change in law or regulation after the signing of this agreement will be discussed and settled between the parties in good faith. The main objective is to achieve compliance with this agreement. If there are additional products or services related to changes in the legal or regulatory framework, they will be offered by the CONTRACTING PARTY to the OWNER. When the offer is accepted, the CONTRACTING PARTY will perform the additional works or deliver the complementary materials. In both situations the contract will remain valid and the CONTRACTING PARTY is responsible for performing the work related to the contract.
If there is a clause in this agreement that is not legally valid under the law in force, the remaining contract remains valid and both parties discuss in good faith how to redefine that clause so as to be as close as possible to its initial content. Modifications are not permitted without prior written notice and agreement of both parties.
10. ADVERTISING RIGHTS AND COPYRIGHT
The OWNER acknowledges and grants to the CONTRACTOR as reference service provider only for advertising purposes. The CONTRACTING PARTY may invite a third party for a visit to the system with a minimum notice of five days to the OWNER. The OWNER agrees to authorize access to the CONTRACTOR’s guests. The CONTRACTOR may publish photographs, issue press releases and access and publish the production results of the system for reference purposes.
11. PRODUCT OWNERSHIP AND LIABILITY
After payment is complete, the OWNER has full ownership of the system components related to this agreement. The CONTRACTING PARTY retains partial ownership of the components of the system corresponding to the partial payments made by the OWNER under the contract. All risks such as theft, natural disasters, conflict and break after DDP delivery to the PROJECT SITE and installation (or final approval) are the sole responsibility of the OWNER.
12. CANCELLATION OF CONTRACT
The. Cancellation by OWNER:
The CONTRACTING PARTY agrees that the OWNER has the right to terminate this Agreement in the event of any of the following circumstances:
a) The CONTRACTING PARTY will leave the work without justification for more than three weeks, or not start work without justification within four weeks from the agreed Effective Date.
b) The CONTRACTOR shall award this Agreement in full without the written permission of the OWNER, unless expressly permitted under this Agreement, or
c) The CONTRACTING PARTY violates in any material way the provisions of this Agreement and such violation remains without correction or response after thirty (30) days from the receipt by the CONTRACTOR of a written notification from the OWNER.
13. CANCELLATION BY CONTRACTOR
The OWNER agrees that the CONTRACTING PARTY has the right to terminate this contract in the event of any of the following circumstances:
a) THE OWNER shall award this Agreement, or subcontract any section thereof without the written consent of the CONTRACTING PARTY, unless expressly permitted under this Agreement, or
b) The OWNER fails to pay any amount owed under this Agreement provided that it has been 15 days after the due date, or the OWNER’s payment has been delayed for at least ten days, at least three times. However, the CONTRACTING PARTY has no right to cancel the contract in case the said value is under discussion, or
c) THE OWNER violates in any material way the provisions of this Agreement and such violation remains uncorrected after thirty (30) days of receipt by the OWNER of a written notification by the CONTRACTING PARTY.
14. PROCEDURE DURING CANCELLATION
In the event of cancellation both parties agree that any payment due or open credit should be weighed against the services and products supplied. Upon termination of this Agreement under the circumstances described in paragraphs 16.1 and 16.2, the Parties shall execute a certificate of verification of the work prepared by the CONTRACTING PARTY to date, agreeing on the price of the work elaborated correctly and useful to the OWNER, and the parties will calculate the values to be paid to each other. For the avoidance of doubt, PV modules and inverters and any equipment delivered under the project, as well as the engineering project itself, will always be considered useful to the OWNER at full value.
15. INTEREST RATES ON PAYMENTS IN DELAY
Any delay in payment that exceeds thirty days after written notice is assessed at an annual interest rate of 8% on the outstanding amount.
The addresses of both parties contained in this contract must be valid for any official correspondence and any change of address must be notified in writing within a maximum of fifteen days. Any written notification must be delivered by delivery service with acknowledgment of receipt. If either party changes the address without notifying the other party making such delivery impossible, it shall be deemed to have been delivered.
17. ADDITIONAL PROVISIONS
Both parties undertake to maintain the confidentiality of any confidential information or documentation provided by the other party relating to the contract or otherwise obtained in connection with this agreement.
Both parties shall ensure that all their employees, agents or other persons who have access to confidential information are under the same confidentiality obligation referred to in the paragraph above.
Confidentiality obligations shall not apply to information which:
(a) are requested by any competent governmental authority or internationally recognized stock exchange;
(b) are required by a Party to exercise its rights under this contract to the extent necessary to exercise those rights; or
c) It is permitted to use or disclose in accordance with the terms of a separate agreement between the Disclosing Party and the Party receiving the information, in which case the use and disclosure shall be governed by the relevant agreement.
17.2 Non-solicitation of employees
The parties agree that during the termination of this Agreement and for a further two years thereafter, no party or group of companies associated with it shall request an employee of the party or group to whom it was assigned to work on a Proposal or Target Project without consent through a Joint Decision.
17.3 Current Law and Jurisdiction
This Agreement is governed by and construed in accordance with the law of the Portuguese Republic, in case of dispute the forum of the district of Lisbon will be the sole competent one, to the exclusion of any other.
In case of dispute the consumer may resort to:
Centro de Arbitragem de Consumo do Algarve Tribunal Arbitral Edifício Ninho de Empresas, Estrada da Penha, 8005-131 FARO
Tel: 289 823 135 Fax: 289 812 213
Please notice that the information above does not have any contractual or legal effects. For this purpouse the general terms and conditions in Portuguese apply as the contractual conditions (portuguese version here).