EXEL SOLAR US TERMS AND CONDITIONS
Last Updated: April 30, 2026
1. Sales and Priority of Terms
All sales are expressly conditional on Buyer’s agreement to the standard terms and conditions herein. These Terms and Conditions shall take precedence over any terms provided in a Buyer’s Purchase Order or similar document. Seller’s performance of an order does not constitute acceptance of Buyer’s terms. Any of the terms and provisions of Buyer’s order which are inconsistent with or in addition to the terms and conditions hereof shall not be binding on Seller . Unless Buyer shall notify Seller in writing to the contrary, acceptance of the terms and conditions hereof by Buyer shall be indicated by the placement of an order or acceptance of shipment.
2. Third Party Contract Obligations:
In the event that Buyer has contracted for or otherwise assumed with any other party any obligation or liability to an owner, contractor, construction manager, governmental entity, or any other person or entity responsible for the completion of any portion of any project in which Seller’s goods will be used, the parties agree that Seller is not a party to such contract. Therefore, Seller does not assume any liability or obligation – including but not limited to any liability or obligation related to governmental regulations or flowdown terms – under any such contract or agreement. Absent a written agreement to the contrary, signed by an authorized representative of Seller, Buyer releases and agrees to defend, indemnify and hold Seller harmless for any claims of any nature whatsoever related to any obligation, risk, liability or responsibility which was Buyer's under any contract or which was assumed by Buyer towards any owner, contractor, construction manager, governmental entity, or other party involving the goods or work supplied by Seller to fulfill any contractual requirement.
3. Important Notice to Federal Buyers or Contractors Regarding Country of Origin:
It is Buyer’s responsibility to advise Seller in writing whether there are any requirements regarding country of origin for the goods supplied by Seller. Upon request, Seller will provide country of origin information so that Buyer may determine compliance with any applicable governmental requirements or regulations. By purchasing goods without advising Seller of any country of origin requirements, Buyer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
4. Warranties:
The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade name in accordance with their terms and conditions. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material, design, or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sole obligation of Seller. Except as to title, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Seller shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the design, manufacture, subsequent sale or use of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products, or any associated equipment, cost of capital, cost of substitute or replacement products, cost of labor associated with substitute or replacement products, facilities, service, or replacement power, down time costs, or claims of Buyer’s Buyers for such damages. Seller’s maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods or services giving rise to the claim of liability. Seller disclaims all liability relative to gratuitous information or services provided by, but not required of seller hereunder. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify and defend Seller and its Sellers against any such damages.
5. Product Compliance and Suitability:
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of goods for a particular purpose. Certain goods may not be available for sale in all areas. Seller does not guarantee compliance or suitability of the goods it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of goods. It is Buyer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the goods are compliant. ABSENT ADVANCE WRITTEN SELLER ACKNOWLEDGEMENT NOTHING SELLER SELLS IS FOR USE IN CONNECTION WITH SAFETY-RELATED APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.
6. Intellectual Property
Upon prompt notice by Buyer of any claim of U.S. patent, copyright, or trademark infringement with respect to any goods, Seller will use its reasonable efforts to secure for Buyer such indemnity rights as the manufacturer may customarily give with respect to such goods. This section sets forth Buyer’s sole and exclusive remedy against Seller regarding the infringement by any goods of any third party intellectual property rights, including, without limitation, any patents or trademarks.
7. Export Controls and Anti-Corruption:
Buyer acknowledges that this order and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders. Buyer agrees to comply with all such laws, regulations, and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Buyer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Buyer shall also comply with applicable laws and regulations relating to anti
corruption, including, without limitation, the United States Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance and laws in Buyer’s country or any country where performance of this agreement or delivery of goods will occur.
8. Prices, Delivery, Title, and Risk of Loss
Delivery dates are approximate. Unless otherwise specified by Seller in a signed writing, delivery will be made and title and risk of loss or damage will pass F.O.B. point of shipment to Buyer. Buyer is solely responsible for inspecting all merchandise immediately upon arrival at the delivery destination.
A. Mandatory Inspection: Buyer must perform a visual inspection of all goods and packaging at the time of offloading. Any visible damage, shortages, or "patent" defects must be noted specifically on the carrier’s Bill of Lading (BOL) or Proof of Delivery (POD) before the carrier leaves the site.
B. Waiver of Claims: Failure to note visible damage or shortages on the BOL/POD at the time of delivery constitutes an irrevocable waiver of any claim for shipping-related damages or missing items.
9. Excusable Delays:
Seller will notify Buyer promptly of any material delay and will specify the revised delivery as soon as practicable. Seller shall not be liable for delays in delivery or performance, or for failure to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, governmental priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in transportation or car shortages, or inability on account of causes beyond the reasonable control of Seller to obtain necessary materials, components, services or facilities, or any other cause beyond Seller’s reasonable control. In the event of any such delay there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by the reason of the delay.
10. Cancellation:
Unless the cancellation is due to a default by Seller, once an order is placed with and accepted by Seller, the order cannot be cancelled, unless Seller consents in writing. If an order is cancelled, Buyer shall reimburse Seller for any cost it incurs as a result of such cancellation, including but not limited to cancellation or restocking fees.
11. Returns and Mandatory Inspection:
Written Consent Required: Merchandise is not returnable without the prior written consent of Seller.
Authorized Returns: Seller will assign an authorized number for approved returns which must appear on the Buyer’s shipping container.
Two-Stage Inspection Process: Buyer acknowledges and agrees to a two-stage inspection process to determine liability for damage.
Stage 1 (Transit Damage): Buyer must perform an initial visual inspection of all goods while on the delivery vehicle. Any visible damage, shortages, or broken pallets must be noted on the carrier's Bill of Lading (BOL) or Proof of Delivery (POD) before the driver is released. Failure to note visible damage at the time of delivery constitutes an irrevocable waiver of transit damage claims.
Stage 2 (Concealed Damage): Buyer is granted a mandatory 24-hour period following delivery to unbox and thoroughly inspect the equipment for concealed damage or internal defects. Written notice of any such damage must be delivered to Seller within this 24-hour window.
Liability Transfer: Following the 24-hour inspection period, or upon the movement of the equipment from the initial delivery location, liability for the physical condition of the product fully transfers to the Buyer.
Non-Returnable Items: Only current items in their original, unopened cartons and standard package quantities are subject to return consideration after the initial inspection period. Unauthorized returns will be sent back to Buyer at Buyer’s expense.
Restocking and Fees: Credit for authorized returns will be issued less transportation charges and service charges for handling, inspection, and repacking. If an order is cancelled or returned, Buyer shall reimburse Seller for all costs incurred, including restocking fees.
12. Title and Ownership:
Notwithstanding delivery of the equipment, title and ownership to the equipment shall remain with the Supplier (Distributor) until full payment has been received by the Supplier. The Buyer agrees that the Supplier has the right to reclaim the equipment in the event of non-payment or default, even if the equipment has been transferred to a third party, if the equipment has not been fully paid for.
13. Payments and Financial Conditions:
A service charge of 1 1/2% per month, but not to exceed the highest amount allowed by applicable state law, shall be made on all sums due Seller that have not been paid within thirty (30) days from the invoice date, and Buyer agrees to promptly pay said service charge. If Seller commences litigation or employs attorneys to collect payment of any amounts due it from Buyer, Buyer agrees to pay reasonable attorney’s sums which may be due.
Except to the extent otherwise specified by Seller in its quotation, pro rata payments shall become due without setoff as shipments are made. If Seller consents to delay shipment after receipt of any specially ordered products, payment shall become due on the date when Seller is prepared to make shipment. In the event of any such delay, products shall be held at Buyer’s risk and expense.
Any order for products by Buyer shall constitute a representation that Buyer is solvent and has the ability to pay its obligations as they become due. In addition, upon Seller’s request, Buyer will furnish a written representation concerning its solvency at any time prior to shipment.
If Buyer’s financial condition at any time does not justify continuance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may require full or partial payment in advance. In the event of Buyer’s bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntary or involuntary, under any bankruptcy or insolvency laws, Seller shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate, and shall receive reimbursement for its proper cancellation charges. Seller’s rights under this article are in addition to all rights as they are available to it at law or in equity.
If Seller has extended credit to Buyer through a Credit Agreement, Buyer hereby grants a purchase money security interest to Seller in the following collateral: (i) any and all electrical supplies and other goods purchased or otherwise obtained from Seller by Buyer; (ii) any and all accounts receivable and other rights to payment obtained by Buyer as a result of, or in connection with, the installation of electrical supplies or other goods purchased from Seller upon or into real or personal property of another, including, but not limited to, any statutory liens or security interests securing any such rights to payment, and any chose in action to obtain or secure payment; and (iii) any and all proceeds of the foregoing. This security interest shall secure any and all obligations,of any kind, owed by Buyer to Seller, whenever incurred. In the event of default by Buyer on any such obligation,Seller shall be entitled to exercise any of the rights of secured creditors under Article 9 of the Uniform Commercial Code. Buyer further agrees to take any and all action requested by Seller to enforce any right to payment in which Seller has a security interest hereunder, at Buyer’s sole cost.
If Seller has extended credit to Buyer through a Credit Agreement, Seller may exercise, from time to time, any and all rights and remedies available to it under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in the Credit Agreement signed by Buyer or in any other agreements between any Buyer and Seller, and may, without demand or notice of any kind, appropriate and apply toward the payment of such of the obligations, whether matured or unmatured, including costs of collection and attorneys' and paralegals' fees and costs, and in such order of application as Seller may, from time to time, elect, any indebtedness of Seller to any Buyer, however created or arising, including balances, credits, deposits, accounts or moneys of such Buyer in the possession, control or custody of, or in transit to Seller. Buyer, on behalf of itself and any obligor under the Credit Agreement, hereby waives the benefit of any law that would otherwise restrict or limit Seller in the exercise of its right, which is hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from Seller to any Buyer.
14. Lien Rights and Other Security Interests:
The Seller retains the right to file a mechanic’s lien against the property associated with this project for unpaid materials, regardless of whether such materials are delivered to the job site, contractor's warehouse, or any other location designated by the Buyer for future installation. This includes, but is not limited to, materials that have been delivered and are intended to be incorporated into the construction project, even if they have not yet been installed at the final construction site. The exertion of lien rights apply to all goods and supplies purchased by the Buyer. Such rights are not limited to Buyers who have purchased through a credit agreement with the seller.
Location of Materials: The Buyer agrees that the materials supplied are for the purpose of the construction project and acknowledges that delivery to a warehouse or any other location on or near the project site.
Right to Reclaim Equipment: In the event that the Buyer fails to make payment in full within the specified terms, the Supplier retains the right to reclaim the equipment from the Buyer or any third party to whom the equipment may have been sold or transferred, regardless of whether such transfer was authorized by the Supplier. The Buyer agrees to cooperate fully with the Supplier in locating and reclaiming the equipment in the event of non-payment.
Assignment of Interest: The Buyer agrees not to assign, transfer, or encumber the equipment or any interest therein without the prior written consent of the Supplier. Any attempt by the Buyer to assign or transfer the equipment without such consent is void and does not affect the Supplier’s right to reclaim the equipment or enforce payment.
Sale or transfer of equipment: If the Buyer sells or transfers the equipment to a third party, the Buyer acknowledges that the Supplier may assert a lien against the third party’s property, to the extent permitted by law, to recover the outstanding debt.
BUYER’S acknowledgement: The Buyer acknowledges that they are solely responsible for full payment for the equipment, regardless of whether the project is sold or transferred to a third party. The Buyer agrees that any transfer of ownership or resale of the equipment does not absolve the Buyer of their obligation to pay the Supplier in full. If the Buyer sells, leases, or otherwise transfers the equipment to a third party, the Buyer remains liable for the entire outstanding balance, and such transfer does not affect the Supplier’s rights.
Non-Payment and Lien Enforcement: If payment is not made in full in accordance with the agreed-upon payment terms, the Seller reserves the right to file a mechanic’s lien on the property for the unpaid balance, including any associated fees, costs, and expenses incurred in the enforcement of the lien.
Notice of Lien: The Seller shall have the right, but not the obligation, to provide written notice to the Buyer or the property owner of its intent to file a mechanic’s lien should payment not be received in accordance with the payment terms. Such notice will be provided in accordance with the applicable laws governing liens in the jurisdiction of the project.
Buyer Responsibility: The Buyer agrees to cooperate fully with the Seller in ensuring that payment is made in accordance with the agreed-upon terms to avoid the filing of a lien. The Buyer further agrees to hold the Seller harmless for any legal action taken to enforce the lien, including but not limited to, filing, court costs, attorney’s fees, and any other necessary expenses.
15. Disclosure of Information:
Any information, suggestions or ideas transmitted by Buyer to Seller in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in writing and signed by a duly authorized representative of Seller.
16. Electronic Interchange of Data:
Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in any writings are intended to authenticate the writing and to have the same force and effect as manual signatures. If Buyer and Seller mutually agree to use an electronic method or system to facilitate purchase and sale transactions, Buyer agrees that it will not contest: (i) any contract of sale resulting from such electronic means of data exchange under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of electronic records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Buyer and Seller will negotiate and agree on technical standards and methods to use in making electronic purchases, and will use reasonable security procedures to protect electronic records from improper access. In the event of a conflict, the business records maintained by Seller regarding electronic purchases made by Buyer shall be deemed to be conclusive.
16. Taxes:
In addition to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added or other similar tax applicable to the price, sale, or delivery of any product or services furnished hereunder, or to their use by Seller or Buyer, or Buyer shall furnish Seller with a tax exemption certificate acceptable to the taxing authorities.
17. Claims Against Seller
In order to give Seller a reasonable opportunity for investigation, any claim by Buyer against Seller based wholly or in part upon, or any manner related to this agreement and/or merchandise sold hereunder, shall be governed by the following timelines:
Physical Damage & Shortages: As established in Section 11, all claims for visible damage, shortages, or concealed physical damage must be reported within forty-eight (48) hours of delivery (Stage 1) or within the 24-hour unboxing window (Stage 2). Failure to report physical damage within these specific windows constitutes a waiver of the claim.
General Claims: Any other claim not related to physical damage (such as billing errors or contractual disputes) must be made in writing and delivered to Seller within thirty (30) days after the date of sale or occurrence giving rise to the claim, whichever is later.
Form of Notice: Each notice of claim shall set forth fully the facts on which the claim is based.
Statute of Limitations: Any action based on such a claim, or otherwise arising hereunder, must be commenced and prosecuted within two years after the cause of action has accrued.
18. General:
Any products delivered by Seller hereunder will be produced in compliance with the Fair Labor Standards Act of 1938 as amended and applicable. Seller will comply with applicable Federal, State, and local laws and regulations as of the date of any quotation, which relate to (i) non- segregated facilities and Equal Employment Opportunity (including the seven paragraphs appearing in Section 202 of Executive Order 11246 as amended) and (ii) Worker’s Compensation. Price and, if necessary, delivery will be equitably adjusted to compensate Seller for the cost of compliance with any other laws and regulations.
The delegation or assignment by Buyer of any or all of its duties or rights hereunder without Seller’s prior written consent shall be void. Any representation, promise, course of dealing, or trade usage not contained or referred to herein, will not be binding on Seller. No modification, amendment, rescission, waiver or other change shall be binding on Seller unless assented to in writing by Seller’s authorized representative. The validity, performance and all matters relating to the interpretation and effect of this agreement or any amendment hereto shall be governed by the Uniform Commercial Code as in effect in the state in which Seller’s place of business is located. Waiver by Seller of any default by Buyer hereunder shall not be deemed a waiver by Seller of any default by Buyer which may thereafter occur.