1.1. These General Terms and Conditions ("T&C") govern the contractual relationship between the relevant party within the Sungrow EMEA group issuing the quotation (hereinafter referred to as the "Seller"), and the purchaser (hereinafter referred to as the "Buyer"), with respect to the sale and delivery of all types of equipment, materials, spare parts, and software (collectively, the "Goods"). The Seller and the Buyer shall each be referred to as a "Party" and collectively as the "Parties".

1.2. Each purchase order issued by the Buyer (a “Purchase Order”) shall constitute an offer to purchase Goods from the Seller, subject exclusively to these T&C. A binding agreement shall only be formed upon the Seller’s written acceptance of such Purchase Order, whether by written confirmation, countersignature, or execution of a separate agreement incorporating these T&C. For the avoidance of doubt, no binding obligation shall arise unless and until the Seller has provided such written acceptance. The Seller reserves the right to reject any Purchase Order at its sole discretion, without any obligation to provide justification.

1.3. These T&C form an integral part of any agreement entered into between the Parties and shall prevail over any conflicting terms or conditions contained in the Buyer’s Purchase Order or other documents, unless expressly accepted by the Seller in writing. Any general terms and conditions of the Buyer, including pre-printed terms, are hereby expressly excluded and shall have no legal effect, even if referenced or attached to the Purchase Order.

1.4. Upon acceptance of a Purchase Order by the Seller in accordance with Clause 1.2, a binding agreement (the “Agreement”) shall be formed, consisting of the following documents, which shall apply in the following order of precedence: (i) the Purchase Order as accepted by the Seller, (ii) these T&C, and (iii) any additional provisions expressly agreed in writing between the Parties.

1.5. In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply (unless expressly agreed otherwise in writing by the Parties): (i) the Purchase Order as accepted by the Seller, (ii) any additional provisions expressly agreed in writing between the Parties, and (iii) these T&C.

2.1. The Goods supplier under the Agreement shall be subject to the terms and conditions of the Sungrow Standard Warranty (the "Standard Warranty"), provided that the Buyer has fulfilled all of its payment obligations under this Agreement. The Buyer acknowledges and agrees that, in the event of any breach of its payment obligations under this Agreement, and for as long as such breach continues, the Seller shall be entitled to suspend its obligations under the Warranty, to the fullest extent permitted by applicable law.

2.2. The express remedies and rights set forth in the Warranty constitute the Buyer’s sole and exclusive remedies for any breach of warranty or representation with respect to the Goods. The express warranties provided by the Seller supersede and replace all other warranties, conditions, guarantees, or representations, conditions whether oral, written, statutory, express, or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

2.3. Except as expressly provided in this Agreement or the applicable Warranty, the Seller makes no other representations or warranties of any kind, whether express, implied, or statutory. All other warranties, including but not limited to those arising from law, custom, or usage of trade, are hereby excluded to the maximum extent permitted by applicable law. The Goods are otherwise provided on an “as is” basis. 

The Agreement begins on the start date and ends when all obligations under the Agreement have been fulfilled (term).

4.1. The Buyer shall pay the Seller the purchase price for all the Goods (" Purchase Price") as specified in the relevant Purchase Order, and in accordance with the payment terms set forth therein. All payment shall be made to the bank account designated in writing by the Seller. 

4.2. Unless expressly agreed in writing, the Purchase Price shall be exclusive of value-added tax (VAT) and any other applicable taxes, duties, levies, or charges, which shall be borne by the Buyer. However, the Purchase Price shall be deemed to include all other standard costs borne by the Seller under the applicable Incoterms or trade terms specified in the Purchase Order (e.g. standard packaging, insurance, or transportation, if required).

4.3. The Seller shall issue invoices to the Buyer in accordance with the invoicing schedule, milestones, or payment triggers as specified in the Purchase Order. Each invoice shall refer to the corresponding Purchase Order number and shall include the invoice number, date, Seller’s full legal name and address, and applicable VAT or tax identification details. The Buyer shall provide any information or documentation reasonably requested by the Seller for tax compliance, reporting, or regulatory purposes.

4.4. Unless expressly stated otherwise in the Purchase Order, any down payment or advance payment made by the Buyer as part of the total Purchase Price shall be deemed non-refundable, except in cases of proven Seller default or termination due to Seller's breach.

4.5. All payments shall be made in full within thirty (30) days of the invoice date, without any deduction, withholding, or set off for any amounts, whatsoever, unless required by law or explicitly agreed in writing by the Parties. Payments shall only be deemed received by the Seller once the payments have been irrevocably credited to the bank account designated by the Seller.

4.6. All late payments shall accrue default interest at the rate of 0.04% per day of delay, 

or the maximum rate permitted under applicable laws, whichever is lower.

For the avoidance of doubt, payment delay includes, without limitation, any delay in the issuance of a Qualified Letter of Credit (L/C) or an Acceptable Buyer Guarantee, if applicable. In such case, late payment interest shall be calculated based on the value that such Qualified L/C or Guarantee is intended to secure. In addition to the above, the Buyer shall be liable for all reasonable costs and expenses incurred by the Seller in connection with the collection of overdue amounts. These may include, but not limited to, reasonable attorney's fees, expert fees, court costs, and other expenses arising from dispute resolution or enforcement proceedings.

Furthermore, any amounts payable by the Seller to the third-party service providers engaged to support the recovery of overdue payments (such as debt collection agencies or legal representatives) shall likewise be reimbursed by the Buyer.

5.1. Unless otherwise agreed in writing or set forth in the applicable Purchase Order, the Seller shall deliver the Goods at the Delivery Point by the agreed delivery date ("Delivery Date") as specified in the Agreement or Purchase Order. Delivery shall be carried out in accordance with the applicable Incoterms® 2020, and the Seller shall be responsible only for those obligations assigned to it under the specified trade terms.

5.2. The Buyer shall ensure readiness to receive the Goods at the Delivery Point and shall perform all necessary actions (e.g., customs clearance, site access) to enable timely and successful delivery. Failure by the Buyer to do so may entitle the Seller to:

5.3. If the Buyer is responsible for arranging transportation, the Buyer shall provide the Seller with all necessary details in a timely manner. The Seller shall not be held liable for any delay in delivery resulting from incomplete or late instructions from the Buyer or its nominated carrier.

5.4. The “Delivery Point” shall mean the location where risk and responsibility for the Goods transfer from the Seller to the Buyer, as defined under the applicable Incoterms. The Seller's delivery obligation is fulfilled once the Goods are delivered in accordance with such Incoterm. The Buyer shall be responsible for unloading the Goods unless otherwise agreed.

6.1. Unless otherwise agreed in writing or as specified in the applicable Incoterm, risk of loss of or damage to the Goods shall pass to the Buyer upon delivery at the Delivery Point, in accordance with the Incoterms® 2020 trade term stated in the Purchase Order.

6.2. Title to the Goods shall remain with the Seller ("Reserved Property") until full payment of the Purchase Order and all outstanding amounts owned by the Buyer under the Agreement have been received by the Seller. Until such time:

6.3. The Seller shall not be responsible for any damage or loss of the Goods occurring after the risk has passed to the Buyer, including during unloading, storage, or further transport arranged by the Buyer.

7.1. Each Party shall be liable for damages caused by a breach of its contractual or statutory duties only to the extent that such breach is attributable to its fault or negligence.

7.2. To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any special, incidental, indirect, consequential , economic or financial losses or damages including, without limitation, loss of profit, loss of revenue, loss of feed-in tariffs or subsidies, loss of anticipated savings, business interruption, goodwill, contractor wasted expenses or loss of data.

7.3. In no event shall the total aggregate liability of the Seller under or in connection with this Agreement exceed the total Purchase Price actually received by the Seller for the Goods giving rise to the claim, except in cases of:

7.4. The Buyer shall indemnify and hold the Seller harmless from and against any third-party claims arising out of or in connection with the Buyer’s misuse of the Goods or any non-compliance by the Buyer with applicable laws or obligations under this Agreement, except to the extent such claims result from the Seller’s fault.

8.1. To the fullest extent permitted by applicable law, each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party, including its directors, officers, employees, agents, affiliates, and representatives (collectively, the "Indemnified Parties"), from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from any third-party claim for: 

This indemnification shall not apply to the extent the claim arises from the willful misconduct or gross negligence of the Indemnified Parties or parties under their control.

8.2. The indemnified Party shall: 

8.3. Neither Party shall enter into any settlement or consent to any judgment in a matter subject to indemnification under this Article that materially affects the rights or interests of the other Party without the prior written consent of the affected Party, such consent not to be unreasonably withheld or delayed.

9.1. Termination for Breach

Either Party has the right to terminate this Agreement, in whole or in part, by a written notice to the other Party, if:

A breach shall be deemed incapable of remedy if it is not possible to cure it within the time period or if the breach is of a nature that renders further performance unreasonable.

9.2. Termination for Insolvency or Legal Proceedings

Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is declared bankrupt, enters into liquidation, or is subject to any equivalent insolvency proceeding. Such termination shall not prejudice any rights accrued prior to termination.

9.3. Termination by Seller for Buyer Default

The Seller may terminate this Agreement by written notice to the Buyer if:

9.4. Termination for Convenience

The Buyer may terminate this Agreement for convenience. In such case, the Seller shall be entitled to reasonable compensation subject to charges set forth below:

10.1. Upon termination of this Agreement by the Seller for the Buyer’s breach under Articles 9.1 or 9.3:

10.2. Upon termination by the Buyer under Articles 9.1 or 9.2:

the Seller shall repay any amounts due to the Buyer (if any) within thirty (30) Business Days, without prejudice to the Buyer’s other legal remedies.

10.3. Termination shall not affect either Party’s accrued rights, obligations, or liabilities as at the date of termination, including the right to recover damages in respect of any breach of the Agreement which existed before termination.

10.4. Unless otherwise agreed, the consequences of termination shall be subject to the applicable statutory provisions.

11.1. Definition of Force Majeure

For the purpose of this Agreement, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, which could not have been avoided even by exercising due diligence and commercially reasonable efforts, and which prevents or materially delays the performance of one or more of its contractual obligations. 

Force Majeure may include, but shall not be limited to the following events, if they comply with the requirements included in the definition above:

11.2. Consequences of Force Majeure

If a Party is prevented from performing its obligations due to a Force Majeure Event, it shall:

However, the occurrence of a Force Majeure Event shall not relieve the Buyer of its obligation to make payments for Goods already delivered or services already performed.

11.3. Prolonged Force Majeure

If the Force Majeure Event continues, or is reasonably expected to continue, for a period exceeding one-hundred and eighty (180) calendar days after the affected delivery or performance date, either Party shall have the right to terminate the affected portion of the Agreement by written notice to the other Party, without incurring any liability for such termination. This termination shall not affect accrued rights or obligations.

12.1. Ownership of background IPR

Each Party retains ownership of all intellectual property rights ("IPR") it held prior to the Effective Date or which it independently develops outside the scope of this Agreement (“Background IPR”). Nothing in this Agreement shall operate to transfer any such Background IPR between the Parties.

12.2. Limited License to Buyer

The Seller grants to the Buyer a non-exclusive, non-transferable, royalty-free license to use the Seller’s Background IPR solely to the extent necessary to install, operate, and maintain the Goods in accordance with the purpose of the Agreement. The Buyer shall not sublicense, reverse engineer, decompile, or otherwise exploit the IPR beyond the agreed purpose without prior written consent of the Seller.

12.3. Developed IPR

Unless otherwise expressly agreed in writing, all intellectual property, including but not limited to drawings, software, documents, technical solutions, and developments created by or on behalf of the Seller in connection with the supply of Goods under this Agreement (“Developed IPR”) shall remain the exclusive property of the Seller.

12.4. Restrictions on Use

Upon termination or expiry of this Agreement, any rights granted to the Buyer under Article 12.2 shall automatically cease, except to the extent necessary for the continued operation and maintenance of already delivered Goods.

12.5. Infringement Indemnity

The Seller shall indemnify the Buyer against any final court-awarded claims from third parties alleging that the Goods infringe third-party IPR, provided that:

12.6. Buyer’s IPR

To the extent the Buyer provides any IPR to the Seller solely for the performance of the Agreement, the Buyer grants the Seller a non-exclusive, royalty-free right to use such IPR for the duration and purpose of the Agreement.

12.7. Breach and Termination

Any breach of this Article 12 by the Buyer shall be deemed a material breach, entitling the Seller to suspend performance or terminate the Agreement with immediate effect, without prejudice to any other rights or remedies.

13.1. Confidential Information

All commercial, technical, financial or business information disclosed by either Party to the other in connection with this Agreement, whether orally, in writing, visually, or by any other means, and whether marked as confidential or not, shall be treated as confidential information if its nature reasonably indicates it is confidential (“Confidential Information”).

13.2. Non-Disclosure and Use Limitation

Each Party shall:

13.3. Permitted Disclosures

A Party may disclose Confidential Information to:

13.4. Return or Destruction

Upon written request, each Party shall return or destroy all Confidential Information of the other Party, including copies, except where retention is required by applicable law.

13.5. Publicity

Neither Party shall make any public announcement regarding the Agreement or the cooperation without the prior written consent of the other Party, unless required by law.

13.6. Survival

The confidentiality obligations in this Article 13 shall survive for a period of three (3) years after termination or expiry of this Agreement.

14.1. Compliance with Data Protection Laws

Where either Party processes personal data under or in connection with this Agreement, such Party shall comply with all applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR) and, where applicable, the national data protection laws.

14.2. Each Party shall only process personal data as reasonably necessary for the fulfilment of this Agreement and in accordance with its legal obligations.

14.3. Information Obligations

The Party acting as controller shall inform data subjects as required under Articles 13 and 14 GDPR and provide all required notices regarding processing, including possible transfers to the other Party.

To the extent required, each Party shall assist the other in fulfilling data subjects’ rights (including access, rectification, erasure, restriction, data portability, and objection).

14.4. Data Transfers

Neither Party shall transfer personal data processed under this Agreement to a country outside the European Economic Area unless appropriate safeguards required by applicable data protection law—such as the implementation of Standard Contractual Clauses (SCCs) or equivalent measures—are in place. Each Party agrees to provide the other Party with prior written notice of any intended cross-border data transfer, to identify the safeguards to be applied, and to provide relevant information regarding such transfer upon request.

14.5. Data Breach Notification

In the event of a personal data breach affecting the personal data processed under this Agreement, the affected Party shall notify the other Party without undue delay and cooperate in taking necessary remedial actions.

14.6. Liability Cap

To the extent permitted by law, the Parties agree that the total liability of each Party arising under this Article 14 shall not exceed EUR 1,000,000 in the aggregate.

14.7. Breach and Termination

Any material breach of this Article 14 shall entitle the non-breaching Party to terminate this Agreement for cause, without prejudice against other rights and remedies.

15.1. Each Party shall refrain from any conduct that would bring the name, trademarks, reputation, or goodwill of the other Party into disrepute in connection with the performance of this Agreement.

15.2. The Buyer shall not make public statements or imply any endorsement of its business by the Seller, nor misrepresent the nature of the relationship between the Parties, without the prior written consent of the Seller.

16.1. Neither Party shall use the other Party’s name, trademarks, logos, or reference to this Agreement or any project for advertising or promotional purposes without the other Party’s prior written consent.

16.2. Any permitted public reference to the business relationship between the Parties, including the use of logos, photographs, or case studies, must be pre-approved in writing and used in accordance with applicable brand usage guidelines of the relevant Party.

17.1. "Sanctions" refers to any economic or trade sanctions or export control laws, regulations, embargoes, or restrictive measures enacted, administered, or enforced by:

17.2. Each Party represents and warrants that:

17.3. Each Party shall comply with all applicable Sanctions and export control laws in the performance of this Agreement, including any restrictions on re-export, resale, or use of the Goods.

17.4. Neither Party shall take any action that would result in the other Party violating applicable Sanctions. Each Party shall notify the other promptly in writing upon becoming aware of any actual or potential breach of this Article.

17.5. Any breach of this Article shall entitle the non-breaching Party to terminate this Agreement with immediate effect upon written notice, without prejudice to any other rights or remedies available under applicable law.

17.6. The breaching Party shall indemnify and hold harmless the non-breaching Party from all direct, documented, and foreseeable losses, liabilities, penalties, and expenses (including legal costs) arising out of such breach.

18.1. The Buyer assures and represents to the Seller that:

19.1. Neither Party may assign, novate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, the Seller may assign or transfer any of its rights or subcontract the performance of any of its obligations under this Agreement to its affiliates or qualified third parties without prior consent of the Buyer, provided that the Seller remains fully responsible for the performance of such obligations.

19.2. The Buyer may not assign or transfer any claims for payment or other receivables under this Agreement to third parties, nor authorize collection of such claims by third parties, without the prior written consent of the Seller.

19.3. The Buyer acknowledges and agrees that the Seller and its subcontractors are independent contractors. Nothing in this Agreement shall be interpreted to create any employment, agency, or fiduciary relationship between the Buyer and the Seller or its subcontractors.

19.4. This Agreement is entered into for the exclusive benefit of the Parties and their respective permitted successors and assigns. No third party shall have any rights or claims arising under or in connection with this Agreement unless expressly provided herein.

19.5. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be made in writing and signed by the waiving Party. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default of the same or similar nature.

20.1. If, after the execution date of the Purchase Order and prior to the completion of delivery of the Goods, any change in  applicable law, regulation, directive, ruling, tariff, duty, or official interpretation thereof (“Change in Law”) occurs that increases the cost or otherwise materially affects the Seller's ability to perform its obligations under this Agreement, including but not limited to the imposition or adjustment of import/export tariffs, taxes, or other governmental charges, the Seller shall have the right to adjust the Purchase Price and/or delivery schedule to reflect the impact of such Change in Law.

20.2. The Seller shall notify the Buyer in writing of the Change in Law and specify the corresponding adjustment to the Purchase Price and/or delivery schedule. If the Buyer does not accept the adjustment within [14] days of such notice, the Seller may terminate the affected portion of the Agreement with immediate effect by written notice to the Buyer. In such event:

20.3. For the purposes of this Agreement, "Change in Law" includes any change, enactment, repeal, or reinterpretation of laws, regulations, or mandatory governmental requirements occurring after the execution date of the Purchase Order that materially affects the Seller's ability to perform its obligations.

21.1. This Agreement shall be governed by and construed in accordance with the laws of the country where the Seller has it place of incorporation, unless otherwise explicitly stated in the Purchase Order. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.

21.2. Any dispute arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be resolved amicably through good-faith negotiations between the Parties within thirty (30) days from the date of written notice of such dispute by either Party.

21.3. If no amicable resolution is reached within the time period set forth in Article 28.2, the dispute shall be referred to and finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). If the total disputed amount does not exceed EUR 5,000,000 (or equivalent), the dispute shall be resolved by a sole arbitrator; if the amount exceeds EUR 5,000,000, three arbitrators shall be appointed.

21.4. The seat of arbitration shall be the country of incorporation of the Seller, unless otherwise agreed in the Purchase Order. The language of the arbitration shall be English. The arbitrators may award both monetary and equitable relief, including specific performance or injunctive relief.

22.1. Unless expressly set forth in this Agreement, no license or other right is granted by implication or otherwise to either Party under any intellectual property rights now or in the future owned or controlled by the other Party.

22.2. The Agreement shall supersede all prior oral and written quotations, communications, agreements, and understandings between the Parties relating to the subject matter of the Agreement. In the event of any conflict between this Agreement and a Purchase Order, the Purchase Order shall prevail.

22.3. No statements or commitments made by the Seller's personnel, officers, representatives, or agents shall be binding unless expressly confirmed in writing by a duly authorized representative of the Seller.

22.4. This Agreement shall be interpreted according to the mutual intent of the Parties, each of which is considered to have participated equally in its drafting. No provision shall be construed against either Party on the grounds that such Party drafted the provision.

22.5. All notices required under this Agreement must be in writing and shall be considered effective upon receipt when delivered by email, courier, certified mail, or hand delivery, to the address indicated in the relevant Purchase Order.

22.6. No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both Parties.

22.7. Nothing in this Agreement shall be deemed to be create a partnership, joint venture, fiduciary, or agency relationship between the Parties.

22.8. If any provision of this Agreement is found to be invalid or unenforceable, it shall be severed, and the remainder of the Agreement shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that best reflects the original intent of the Parties.

22.9. This Agreement shall be executed in English. In case of inconsistency, the English version shall prevail over any translation.

22.10. The provisions of the following Articles shall survive the termination or expiration of this Agreement, to the extent necessary to give effect to their purpose and subject to any applicable statutory limitation periods:

All other Articles shall be deemed to terminate upon the expiration or lawful termination of this Agreement, unless otherwise expressly stated or required by applicable law.

23.1. This Agreement may be executed and delivered via email (in PDF or other scanned format) and such execution shall be deemed binding. Hard copies may subsequently be exchanged for record-keeping purposes.

23.2. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, and all counterparts together shall constitute one and the same instrument.