SolarXtrade Vendor Terms and Conditions

Effective Date: [01-11-2024]

These Vendor Terms and Conditions ("Terms") govern the access to and use of the SolarXtrade platform by Vendors (as defined below). By registering as a Vendor on www.solarxtrade.com ("Platform"), you agree to be bound by these Terms.

1. Definitions

For the purpose of these Terms:

• "Vendor" means any business entity or individual acting in a professional capacity that registers on the Platform to list, offer, and sell Products.

• "SolarXtrade" refers to the operator of the Platform, including its affiliates, subsidiaries, and designated representatives.

• "Buyer" means a business customer purchasing products via the Platform.

• "Products" refer to solar panel products, energy storage products, and any related goods offered on the Platform.

2. Vendor Registration

2.1. Only legally established business entities with a valid registration number and VAT identification may register as a Vendor.

2.2. Vendor must provide accurate, current, and complete information during the registration process and maintain such information up to date.

2.3. SolarXtrade reserves the right to approve or reject any Vendor registration at its sole discretion, without obligation to provide reasoning.

3. Use of the Platform

3.1. Vendor shall be granted a non-exclusive, non-transferable, and limited right to access and use the Platform for the purpose of offering and selling Products to Buyers.

3.2. Vendor is solely responsible for the content it uploads, including product descriptions, specifications, pricing, and stock availability. SolarXtrade may review and, if necessary, remove content that violates applicable law or these Terms.

3.3. Vendor shall ensure that all Products offered comply with all applicable laws, standards, and industry regulations in the territories where they are marketed and sold.

4. Orders and Fulfillment

4.1. Vendors are solely responsible for processing, confirming, and fulfilling orders placed via the Platform, including shipping and handling.

4.2. Vendor shall ensure timely delivery of Products in accordance with the estimated delivery time and shall handle any complaints, returns, or warranty claims directly with the Buyer, unless otherwise agreed.

5. Fees and Payments

5.1. SolarXtrade may charge fees for listing, selling, or other services. The applicable fees and payment terms shall be set out in the Vendor onboarding materials or in separate agreements.

5.2. SolarXtrade reserves the right to modify its fee structure upon prior notice to Vendors.

6. Vendor Obligations

6.1. Vendor shall not:

• Engage in misleading advertising or unfair trade practices;

• Upload or distribute unlawful, harmful, or infringing content;

• Interfere with the operation of the Platform or with other Vendors or Buyers.

6.2. Vendor is responsible for complying with all tax obligations, including VAT, duties, and other applicable levies arising from its sales and activities on the Platform.

7. Intellectual Property

7.1. The Platform and all intellectual property rights therein remain the exclusive property of SolarXtrade or its licensors.

7.2. Vendor grants SolarXtrade a non-exclusive, royalty-free license to use, reproduce, and display the Vendor’s trademarks, logos, and product information for the purpose of operating the Platform and promoting the Vendor’s offerings.

8. Liability and Indemnity

8.1. Vendor shall be solely liable for the Products it sells and shall indemnify and hold harmless SolarXtrade from any claims, damages, losses, or costs arising out of or related to Vendor’s conduct, Products, or breach of these Terms.

8.2. SolarXtrade shall not be liable for any indirect, incidental, or consequential damages arising from Vendor’s use of the Platform.

9. Suspension and Termination

9.1. SolarXtrade may suspend or terminate Vendor’s account at any time, with or without cause, and without prior notice, especially in cases of suspected fraud, illegal activities, or breach of these Terms.

9.2. Upon termination, Vendor shall cease all use of the Platform and fulfill any outstanding obligations to Buyers.

10. Confidentiality

10.1. Vendor shall treat all non-public information obtained through the Platform as confidential and shall not disclose it to third parties without prior written consent from SolarXtrade.

11. Governing Law and Jurisdiction

11.1. These Terms shall be governed by and construed in accordance with the laws of the Netherlands.

11.2. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

12. Amendments

12.1. SolarXtrade reserves the right to amend these Terms at any time. Vendors will be notified of material changes, and continued use of the Platform after such notification constitutes acceptance of the amended Terms.

13. Miscellaneous

13.1. If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.2. The failure of SolarXtrade to enforce any right or provision shall not constitute a waiver of such right or provision.

14. Data Privacy

14.1. Both SolarXtrade and the Vendor shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), with respect to the processing of personal data on or via the Platform.

14.2. SolarXtrade may process personal data of the Vendor (including its representatives, employees, or agents) for the purpose of administering the Vendor’s account, providing Platform services, fulfilling contractual obligations, and ensuring compliance with legal requirements. Such processing is subject to SolarXtrade’s Privacy Policy, available on the Platform.

14.3. Vendor agrees not to use any personal data obtained through the Platform for any purpose other than fulfilling orders and related customer service obligations, unless otherwise permitted by law or by the data subject's explicit consent.

14.4. Vendor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protecting personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

14.5. In the event of a data breach affecting personal data processed via the Platform, the Vendor shall immediately notify SolarXtrade and cooperate fully in any remedial or legal steps required.