Terms & Conditions of Sale*
*For Products shipped from the United States
These terms and conditions (the “Agreement”) govern the sale of products (“Products”) by Solar Brothers LLC (“Solar Brothers”), whether by phone, email, fax, mail, or other means. For sales orders placed using Solar Brothers’ website (Solarbrothers.US), Solar Brothers’ Website Sales Terms and Conditions apply together with this Agreement.
1. Sales Orders
You can purchase Products by either 1) placing a sales order online on Solar Brothers’ website, 2) submitting a Purchase Order (PO) via email with sales order information, or 3) providing written authorization to accept a sales order via email. Sales orders must include product descriptions, quantities, bill to and ship to locations, shipping method and total. Once Solar Brothers receives your request to purchase products, Solar Brothers will provide written confirmation of your sales order.
All sales orders you place will be binding unless rejected by Solar Brothers in writing. Written confirmations of sales orders by Solar Brothers are binding on Solar Brothers.
Solar Brothers will make reasonable efforts to accommodate your request to change or cancel a sales order. Solar Brothers reserves the right to charge a change fee of up to twenty percent (20%) for sales orders that
(1) you change after submitting the sales order with Solar Brothers or (2) have been placed with the manufacturer of the Product. Note: Many manufacturers also impose cancellation charges and any such charges will be passed through to you by Solar Brothers. Once Solar Brothers releases a sales order to the warehouse for shipping, the sales order cannot be changed or cancelled.
Prices that Solar Brothers quotes to you are valid for 5 business days. Prices do not include any federal, state or local taxes, or other governmental charges that, when applicable, will be invoiced in addition to the stated price.
Applicable sales taxes will be charged on sales orders.
3. Payment and Credit Policy
Available payment terms are (a) wire transfer or mailed check; (b) VISA, MasterCard, American Express and Discover Card for payments under $50,000. For credit cards payments,
a credit card fee of up to 3% will be imposed.
For special pricing or account balances with terms of greater than 30 days, payments must be made by, wire or check.
For payments made to an Solar Brothers credit account, payments received will be applied to the oldest invoice first if no remittance information is provided at time of payment. Note: Your account balance continues to reflect charges for Products subject to an RMA (see below) until Solar Brothers accepts the return and credits your account. Solar Brothers reserves the right to change your credit and payment terms at any time or to require full payment in advance of shipping Products (including charging your credit card where that method of payment has been selected). Note: Prepayment typically will be required when a manufacturer ships Products directly to you (a “drop shipment”).
If payment is made via check and the check is rejected by the bank for insufficient funds, then you will be charged a $25 insufficient funds fee.
All late payments shall be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. On delinquent accounts, Solar Brothers shall not be obligated to fulfill any sales orders not yet shipped to you. You agree to pay Solar Brothers’ costs of collection (including attorney fees and court costs) incurred to recover any overdue amounts. If you tender a payment for less than the full invoice amount along with words such as ‘payment in full’ or ‘in full satisfaction’, Solar Brothers may protest such words and accept the payment as partial payment, which shall not constitute an accord and satisfaction or a waiver by Solar Brothers of its right to collect payment in full.
Products are shipped Freight On Board (F.O.B.) and ship point of origin with shipping costs and handling fees charged to you. Solar Brothers’s Shipping Policy in effect at the time of order placement shall govern specific shipping methods, costs, and handling fees, and is incorporated herein by reference. Solar Brothers’s Shipping Policy is available at https://solarbrothers.us/shipping-policy.
5. International Shipments
Sales orders with a value below $3,500 shipped to outside of the U.S. (including Puerto Rico and U.S. Virgin Islands) and Canada will be charged an additional $35 processing fee. You must prepay the full value of the shipment in U.S. Dollars before Solar Brothers will ship products to international destinations. You must also arrange customs clearance and pay any import fees, duties and taxes imposed at the destination port unless Solar Brothers has agreed in a sales order to a different arrangement. To avoid delays in processing and delivery, please provide your customs broker’s name and phone number to Solar Brothers with your order. Please refer to Solar Brothers’ Shipping Policy for other shipping and handling charges.
6. Product Receipt and Acceptance
Please make sure to inspect and accept or reject each shipment upon receipt. You may reject a shipment only if (a) the Products or quantities received do not match the bill of lading or (b) there is visible damage to the Products (or their packaging). Please note the reason for rejection on the delivery receipt prior to the carrier’s departure. Please also notify Solar Brothers in writing of the reason for rejection and proof of photos within 24 hours of delivery. FAILURE TO NOTE REASONS FOR REJECTION ON THE DELIVERY RECEIPT OR TO NOTIFY SOLAR BROTHERS SHALL BE DEEMED AN UNQUALIFIED ACCEPTANCE OF THE SHIPMENT.
7. Returns Policy
In order to return Products, you must request a Return Merchandise Authorization (RMA) number from Solar Brothers. If Solar Brothers agrees to accept return of the Products, please clearly mark the RMA number on the return package. All Products must be returned with shipping prepaid and insured to the address specified by Solar Brothers (which may be the address of the manufacturer). Solar Brothers will credit the purchase price of all normally-stocked merchandise returned with an RMA number and in new condition, in original packaging. Solar Brothers reserves the right to charge a restocking charge on Products returned of up to twenty percent (20%) absent a verifiable problem with the delivery.
If (a) you request an RMA number more than 5 days after delivery, or Products are (b) not returned in a condition suitable for resale, (c) not normally stocked, or (d) special-order items, such as appliances, trackers and other custom electronics, Solar Brothers will not issue credit. Damaged Products are not eligible for return credit. Solar Brothers will notify you to make arrangements to dispose of damaged Product. If you fail to do so after 5 days, Solar Brothers may dispose of the damaged Products without liability.
Solar Brothers reserves the right to apply any unused credit towards any outstanding balance or delinquency. Any unused credit greater than 60 days may be refunded back to you per your written request to firstname.lastname@example.org. If a return credit is not applied by Solar Brothers to an
existing balance, you agree to apply any credits issued by Solar Brothers for returned Products to new orders of Products within one (1) year of issuance. IF A CREDIT IS NOT FULLY USED WITHIN ONE (1) YEAR, THE BALANCE OF THE CREDIT WILL BE CANCELLED.
Warning: Failure to obtain an RMA number prior to returning Products to Solar Brothers will result in refusal of the return. For unauthorized returns, Solar Brothers will request that you provide your freight account information so that Products may be sent back to you at your expense. If freight account information is not received within 10 days, Solar Brothers will scrap the unauthorized returned Products and no credit will be issued.
8. Warranty & Repairs
No Products are warranted by Solar Brothers. You will receive from Solar Brothers the manufacturer’s standard warranty (if any) provided with Products. You are responsible to comply with all manufacturer installation instructions. Some manufacturers may provide warranties only to the end user and not to you. Warranty repairs must be performed by the manufacturer. Solar Brothers will assist you with making warranty claims to manufacturers. Contact email@example.com for help. SOLAR BROTHERS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, SOLAR BROTHERS DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Note: Many states and localities have codes and regulations governing sales, construction, installation or use of Products. Before purchasing a Product, please determine whether the Product complies with those rules.
9. Security Interest
Solar Brothers retains a security interest in the Products delivered to you, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under this Agreement. You agree that Solar Brothers may file a UCC-1 financing covering the Collateral until payment is received. If you fail to pay any amount when due, Solar Brothers shall have the right to repossess and remove Collateral in your possession, and you shall provide access to the Collateral at the request of Solar Brothers. Any repossession of Collateral shall be without prejudice to any other remedy of Solar Brothers, at law or in equity. You will be notified in writing immediately if this action is performed.
10. Limitation on Claim Filing
If you have a claim against Solar Brothers with respect to a Product, you must bring that claim no later than twelve (12) months after the date you received the shipment that gives rise to the claim.
11. Limitations of Liability
THE LIABILITY OF SOLAR BROTHERS FOR ANY CLAIM SHALL NOT EXCEED THE SUM OF YOUR PAYMENTS FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM. YOU WAIVE ANY CLAIM AGAINST SOLAR BROTHERS FOR INCREASED COSTS FOR AN ALTERNATE SOURCE OF SUPPLY IF SOLAR BROTHERS FAILS TO DELIVER, YOUR ANTICIPATED OR LOST PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOLAR BROTHERS’S DELAY OF DELIVERY, OR OTHER LOSSES INCURRED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH PRODUCTS.
12. Governing Law; Venue
The interpretation of this Agreement shall be governed by the laws of the State of Washington. Solar Brothers and Customer agree the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement. Solar Brothers and Customer agree that any claims arising out of this Agreement shall be instituted only in the state or federal courts in the city and county of Clark, Washington, and they consent to the jurisdiction of those courts and waive any objection they may have to that venue.
13. Force Majeure
Neither party shall be held responsible for any delay or failure in performing this Agreement or any sales order to the extent the delay or failure is caused by circumstances beyond its control (a “Force Majeure”), including fire, flood, explosion, war, strike, embargo, government order, act of God, act or omission of carriers or other similar causes. If any Force Majeure occurs, the party delayed or unable to perform (the “Delayed Party”) shall give prompt notice to the other party and shall be excused from performance for the duration of the Force Majeure. Solar Brothers and Customer shall take all reasonable steps and cooperate to avoid or remove the cause of Force Majeure, and shall promptly resume performance when possible. If the Delayed Party cannot remove the cause of non-performance within sixty (60) days, the other party may terminate any sales order delayed by Force Majeure. Force Majeure does not excuse the failure to make a payment when due.
No course of dealing or failure of either party to strictly enforce any right granted by this Agreement shall be construed as a waiver of that right.
15. Conflicting Terms
Solar Brothers’ acceptance of sales orders is conditioned upon your acceptance of this Agreement. This Agreement supersedes any additional or different terms and conditions asserted or provided by you, including different terms and conditions in your form of purchase order. Solar Brothers’ failure to object to provisions contained in any communication from you purporting to vary or contradict the Agreement shall not be deemed a waiver of Solar Brothers’ right to enforce this Agreement. Nor shall Solar Brothers’ commencement of performance or delivery of Products be deemed acceptance of any additional or different terms and conditions proposed by you.
16. Entire Agreement
This Agreement, including the Solar Brothers documents and policies referenced in the Agreement, constitutes the entire Agreement between Solar Brothers and you with respect to purchases and sales of Products. This Agreement supersedes all prior oral and written quotations, communications, agreements and understandings of the parties with respect to purchases and sales of Products. Solar Brothers reserves the right to modify any aspect of this Agreement upon notice to you, provided that sales orders placed with Solar Brothers will be governed by the Agreement as it existed at the time that sales order was placed.