Introduction
These General Terms and Conditions (the "GTC") apply to all legal relationships between BST Solar Kft. ("BST Solar", "Seller" or "Contractor") and its business partners ("Buyer" or "Client") relating to the sale of goods and the provision of engineering, installation and commissioning services.
1. The Seller / Contractor
Company name: BST Solar Kft.
Registered seat: 1131 Budapest, Rokolya utca 1-13., Hungary
Company registration number: 01-09-437175
Tax number: 32682861-2-41
Represented by: Kovács Josip, Managing Director
E-mail: info@bst.solar
Website: www.bstsolartech.com
2. Definitions
- "Product": any energy-related (PV, BESS, control technology) equipment, component or device sold by BST Solar.
- "Service": any engineering, design, configuration, installation, commissioning, maintenance or advisory activity provided by BST Solar.
- "Offer": a document issued by BST Solar setting out prices and terms, which does not in itself create a binding contract.
- "Proforma Invoice" (PI): a document issued by BST Solar, the acceptance of which by the Buyer, or the payment of the amount set out therein (in full or in part), creates a contract between the Parties.
- "Individual Agreement": a separate, individually negotiated written agreement concluded between the Parties in respect of Services.
- "Parties": BST Solar and the Buyer/Client jointly.
3. Scope and Formation of Contract
3.1. These GTC apply to all Offers, Proforma Invoices, order confirmations and, unless otherwise provided, Individual Agreements issued or concluded by BST Solar, supplementing but not replacing the express provisions of any Individual Agreement.
3.2. Where the relationship between the Parties concerns solely the sale of Products, acceptance of an Offer does not in itself create a contract; the contract is formed upon the Buyer's express acceptance, or upon payment (in full or in part) of the amount set out in the Proforma Invoice. Where the Parties do not conclude a separate written contract for the given transaction, the accepted Proforma Invoice, together with these GTC, shall be deemed to constitute the sales contract between the Parties.
3.3. Where the relationship also extends to the provision of Services, the Parties shall in every case conclude a separate Individual Agreement setting out the exact scope, remuneration and deadlines of the Services. In such cases, these GTC apply on a supplementary basis to matters not expressly regulated by the Individual Agreement; in the event of any conflict, the Individual Agreement shall prevail.
3.4. The Buyer's own general terms and conditions, purchasing terms, or other unilaterally referenced terms shall not become part of the contract, absent an express written agreement to the contrary, even if BST Solar does not expressly object to them.
3.5. If the Buyer withdraws from or cancels the contract after it has been concluded, the Buyer shall compensate BST Solar for any resulting damage. If BST Solar has already placed an order for the relevant Product with its own supplier, the Buyer shall not be entitled to withdraw from the contract in respect of that Product. If the Buyer fails to take delivery of the Product, BST Solar may exercise the rights set out in Section 5.4 of these GTC.
4. Prices and Payment Terms
4.1. Prices stated in an Offer are valid for 15 days from the date of issue, unless otherwise stated. Prices are net prices, denominated in the currency stated in the Offer/Proforma Invoice (typically EUR or HUF), and do not include VAT unless expressly indicated.
4.2. Payment shall be made by bank transfer, unless otherwise agreed, within the payment deadline stated on the Proforma Invoice/invoice. Payment is deemed made on the date the full amount is credited to BST Solar's bank account.
4.3. In the event of late payment by the Buyer, BST Solar is entitled to statutory late payment interest under the Hungarian Civil Code, as well as — in business-to-business relationships — the statutory minimum recovery cost surcharge under Section 6:155 of the Civil Code, in addition to reimbursement of its verified further costs.
4.4. BST Solar is entitled to suspend performance (delivery, installation, commissioning) if the Buyer fails to meet any due payment obligation. BST Solar shall not be liable for any delay or damage arising from such suspension.
4.5. For transactions subject to the domestic reverse-charge VAT mechanism, the Parties shall act in accordance with the applicable VAT legislation (Section 142 of the Hungarian VAT Act), and the Buyer shall provide the required statement to BST Solar.
4.6. BST Solar is entitled to assess the Buyer's financial standing and creditworthiness by way of a risk assessment. Where BST Solar's assessment indicates that the Buyer's financial risk warrants it, BST Solar may make the conclusion or entry into force of the contract, or the continuation of performance, conditional upon the provision of security (in particular an advance payment, bank guarantee, cash deposit, suretyship, or direct debit authorization). The type and amount of the security shall be agreed individually between BST Solar and the Buyer; whether security is required is a matter for BST Solar's own reasonable assessment.
5. Delivery and Transfer of Risk
5.1. Delivery/installation deadlines are indicative only, unless expressly agreed otherwise in writing, and may change depending on manufacturer or supplier capacity and force majeure events, for which BST Solar shall not be liable.
5.2. Delivery takes place under the Incoterms rule specified in the Offer/Proforma Invoice (typically DAP). Risk in the Product passes to the Buyer at the point specified under the applicable Incoterms rule.
5.3. Partial delivery is permitted unless otherwise agreed.
5.4. If the Buyer fails to take delivery of the Product within 5 business days of the delivery deadline despite a request to do so, BST Solar is entitled to invoice the full price of the Product immediately. BST Solar may also invoice the Buyer for storage costs incurred until delivery is taken; unless otherwise agreed, such costs amount to 1.5‰ (per mille) of the Product's sales price per day of delay.
5.5. If, for reasons not attributable to BST Solar (e.g. manufacturer stock shortage), the Product specified in the contract cannot be delivered, BST Solar is entitled to deliver a technically and qualitatively equivalent or superior Product instead. BST Solar shall notify the Buyer of any such substitution within 7 days of becoming aware of the need for it.
6. Retention of Title
6.1. Title to delivered Products remains with BST Solar until full payment of the purchase price (including all items, fees and costs) has been received. Until full payment, the Buyer may not pledge, transfer, or otherwise dispose of the Product in a manner that would jeopardize BST Solar's title.
6.2. Where a delivered Product has been incorporated or integrated into other equipment such that it cannot be removed, or could only be removed with disproportionate difficulty, BST Solar's retention of title — until full payment of the purchase price — extends to the equipment into which the Product has been incorporated; by concluding the contract, the Buyer expressly and irrevocably consents to the resulting pledge (lien) arising in favour of BST Solar.
7. Inspection and Notice of Defects
7.1. The Buyer shall inspect the Product/Service upon receipt and notify BST Solar in writing of any quantity discrepancy or obvious quality defect within 5 business days of receipt or handover. Failure to do so shall be deemed acceptance of the performance.
7.2. In the case of a hidden defect, the Buyer shall notify BST Solar in writing within 5 business days of discovering the defect, but in any event within the applicable statutory warranty period, together with a description of the defect and supporting documentation (photos, logs, measurement data).
8. Warranty
8.1. Delivered Products are covered solely by the warranty provided by the manufacturer, which BST Solar forwards to the manufacturer on the Buyer's behalf (warranty pass-through). BST Solar does not provide its own extended warranty, unless the Parties expressly agree otherwise in writing in the Offer or Individual Agreement.
8.2. For BST Solar's own installation, integration or configuration work (where separately ordered), BST Solar provides a limited defect-remedy obligation for the period set out in the Individual Agreement (or, absent such agreement, 12 months) from the date of handover, limited to documented and reproducible defects directly attributable to BST Solar's own work.
8.3. The warranty/defect-remedy obligation does not cover, in particular: modifications or interventions by the Buyer or a third party; defects in third-party (manufacturer) hardware, firmware or software; improper use or environmental factors (overvoltage, lightning damage, moisture, mechanical damage); incorrect or incomplete data provided by the Buyer; or operational or energy-market outcomes arising after handover.
9. Engineering, Installation and Commissioning Services
9.1. BST Solar provides Services to the best of its professional knowledge and in line with generally accepted industry standards. Unless expressly agreed otherwise in writing, BST Solar acts on a best-efforts basis and does not warrant the overall energy-market, commercial, grid-related or financial outcome of the Client's project (PV plant, BESS, grid connection).
9.2. In providing Services, BST Solar typically acts as technical integrator / owner's engineer. Unless expressly agreed otherwise in writing, BST Solar shall not be deemed a general designer, general contractor, EPC contractor, responsible technical manager, technical inspector, manufacturer or manufacturer's representative.
9.3. The exact scope of a Service, excluded tasks, remuneration and deadlines shall in every case be set out in an Individual Agreement. These GTC alone do not create an obligation on BST Solar to provide any Service.
9.4. The Client shall provide BST Solar, in a timely and complete manner, with all data, documentation, access rights and on-site conditions necessary for the performance of the Service. BST Solar shall not be liable for any delay or defect resulting from incomplete, incorrect or delayed information provided by the Client.
9.5. Where BST Solar prepares a payback, energy yield, or other operational calculation for the Client, whether prior to or during the performance of the contract, the figures contained therein shall be regarded by the Parties as indicative estimates only. BST Solar's liability does not extend to the actual achievement of the values set out in such a calculation (e.g. payback period, expected energy yield, energy-market revenue), and the Client shall not be entitled to bring a claim for damages against BST Solar on that basis.
10. Limitation of Liability
BST Solar's liability is strictly limited to the terms set out in the contract (Offer, Proforma Invoice, or Individual Agreement) and in these GTC.
10.1. Except for liability arising from intentional misconduct, or damage to human life, physical integrity or health, and except for liability that cannot be limited by mandatory law, BST Solar's total and aggregate liability under these GTC, any Offer, Proforma Invoice or Individual Agreement — regardless of the legal basis of the claim — shall not exceed the net price/fee actually paid by the Buyer to BST Solar for the transaction giving rise to the claim.
10.2. The liability cap applies separately per transaction/project. A claim arising from one transaction shall not increase the liability cap of another transaction, and the existence of multiple transactions shall not result in joint, aggregated or unlimited liability.
10.3. In particular, BST Solar shall not be liable for the following damages, losses, penalties or costs, even if BST Solar had been advised of the possibility of such damages:
- of profit, loss of revenue, loss of production, loss of availability;
- energy-market losses, unfavourable market prices, incorrect scheduling or dispatch decisions;
- fines, fees, penalties or costs imposed by MAVIR, the distribution system operator (DSO), aggregators, energy traders, or arising from balancing/imbalance obligations;
- battery degradation, increased cycle count, or loss of manufacturer warranty, unless directly caused by BST Solar's intentional breach of contract;
- claims of third parties (in particular operators, aggregators, energy traders, network licensees, financiers, insurers);
- indirect, consequential, special or punitive damages.
10.4. The Parties expressly acknowledge that the above limitations and exclusions form an essential part of the contractual balance under these GTC, and that BST Solar's remuneration does not include the cost of insuring or assuming the Client's energy-market and operational risks.
11. Force Majeure
Neither Party shall be liable for delayed or defective performance of its contractual obligations if such performance is prevented by an external circumstance beyond its reasonable control and unforeseeable at the time of contracting (force majeure), including in particular natural disaster, war, epidemic, governmental or grid-related restriction, supply chain disruption, major power outage, or cyberattack. The affected Party shall promptly notify the other Party in writing of the force majeure event and its expected duration.
12. Intellectual Property
12.1. Designs, configurations, documentation and other intellectual property provided by BST Solar in the course of performance remain the property of BST Solar (or the relevant third party, e.g. the manufacturer). Upon full payment of the price/fee, the Buyer obtains a non-exclusive, non-transferable right to use such materials for the intended purpose of the Product/Service. The Buyer may not copy, resell, or transfer the documentation or configuration to a third project or to a competitor of BST Solar.
12.2. The Buyer acknowledges and agrees that BST Solar may take photographs of the delivered Product and/or the installed system, which may be used as reference material in a manner that does not disclose the Buyer's business secrets or the precise identity of the installation site. BST Solar is entitled to publish such photographs on its own website and other online or offline communication channels, and to make them available to third parties as reference material.
13. Confidentiality
The Parties shall treat any business, technical, financial and pricing information received from the other Party as confidential, use it solely for the performance of the contract, and not disclose it to third parties, unless such information is publicly available or a Party is legally required to disclose it.
14. Data Protection
The Parties shall process personal data in the course of performing the contract in accordance with applicable data protection law (GDPR, and the Hungarian Info Act). Detailed information on BST Solar's data processing practices is available in the Privacy Policy published at www.bstsolartech.com.
15. Subcontractors, Assignment
15.1. BST Solar is entitled to engage subcontractors; this does not reduce BST Solar's liability under these GTC, and the exclusions and limits set out herein apply equally to the acts of such subcontractors.
15.2. Neither Party may assign or transfer its rights or obligations under the contract to a third party without the other Party's prior written consent.
16. Governing Law and Dispute Resolution
16.1. These GTC, and any legal relationship arising thereunder, shall be governed by Hungarian law. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2. The Parties shall attempt to resolve any dispute primarily through negotiation. Failing an amicable resolution, the Parties submit to the exclusive jurisdiction of the competent Hungarian courts.
17. Miscellaneous
17.1. Should any provision of these GTC be or become invalid, illegal or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace the invalid provision with a valid one that most closely reflects their original economic and legal intent.
17.2. These GTC may only be amended or supplemented in writing, signed by the duly authorised representatives of the Parties.
17.3. BST Solar reserves the right to unilaterally amend these GTC. Any amendment shall take effect upon publication at www.bstsolartech.com and shall apply to Offers, Proforma Invoices and contracts issued or concluded thereafter; already concluded contracts remain unaffected.
17.4. These GTC have been prepared in Hungarian and English. In the event of any discrepancy, contradiction or difference in interpretation between the two language versions, the Hungarian version shall prevail and be definitive.