1. General

These Terms of Sale ("Terms") govern the sale of solar photovoltaic modules and related products ("Products") by Smax Energy Co., Ltd. ("SMAX Energy", "Seller", "we", "us") to the purchaser ("Buyer", "you"). By placing an order, you agree to be bound by these Terms.

These Terms apply to all sales unless expressly modified by a written agreement signed by both parties. Any conflicting terms in the Buyer's purchase order or other documents are expressly rejected unless agreed to in writing by SMAX Energy.

2. Orders and Acceptance

All orders are subject to acceptance by SMAX Energy. We reserve the right to refuse or cancel any order at our discretion. An order is deemed accepted only upon our written order confirmation or proforma invoice.

Order quantities, product specifications, and delivery schedules will be confirmed in the order confirmation. Any changes to a confirmed order require written agreement from both parties.

3. Pricing

All prices are quoted in the currency specified in the proforma invoice and are exclusive of taxes, duties, tariffs, and shipping costs unless otherwise stated. Prices are valid for the period specified in the quotation and are subject to change without notice for unconfirmed orders.

4. Payment Terms

Payment terms are as specified in the proforma invoice or sales contract. Standard payment terms include:

• A deposit as specified upon order confirmation
• Balance payment prior to shipment or as agreed in the contract

Payment must be made via bank wire transfer to the account specified in the invoice. All bank charges are the responsibility of the Buyer. Late payments may be subject to interest charges and may result in delayed shipment.

5. Delivery and Shipping

Delivery terms (Incoterms 2020) will be specified in the proforma invoice or contract. Unless otherwise agreed, delivery is EXW (Ex Works) from our designated warehouse or factory.

Estimated delivery dates are provided in good faith but are not guaranteed. SMAX Energy shall not be liable for delays caused by events beyond our reasonable control, including but not limited to force majeure, supply chain disruptions, or transportation delays.

Risk of loss or damage to Products transfers to the Buyer in accordance with the agreed Incoterms.

6. Inspection and Acceptance

The Buyer must inspect all Products upon delivery and report any visible damage, shortages, or discrepancies in writing within seven (7) days of receipt. Failure to notify within this period constitutes acceptance of the Products as delivered.

Claims for shipping damage must be filed with the carrier and reported to SMAX Energy within the inspection period.

7. Product Warranty

7.1 Product Warranty

SMAX Energy warrants that its Products are free from defects in materials and workmanship for the period specified in the applicable product datasheet (up to 15 years from the date of delivery, depending on the model).

7.2 Linear Power Warranty

SMAX Energy guarantees that its Products will maintain a minimum power output as specified in the applicable product datasheet for a period of up to 30 years from the date of delivery. Typical warranty terms include:

• First-year degradation: no more than 1%
• Annual degradation: no more than 0.4% (or 0.35% for select models)
• Guaranteed minimum output at year 30: 87.4% (or 88.85% for select models)

7.3 Warranty Exclusions

Warranties do not cover damage or defects resulting from:

• Improper installation, handling, storage, or maintenance
• Use in applications or environments not recommended by SMAX Energy
• Modification, alteration, or repair by unauthorised personnel
• Force majeure events, including natural disasters, lightning, floods, or fire
• Normal wear and tear beyond specified degradation rates
• Failure to follow SMAX Energy installation guidelines

7.4 Warranty Claims

To make a warranty claim, contact SMAX Energy with the module serial number, proof of purchase, date of installation, and a description of the issue. Module authenticity can be verified at smaxenergy.com/verify. Warranty claims are processed within 30 business days of receipt of complete documentation.

8. Limitation of Liability

To the maximum extent permitted by law, SMAX Energy's total liability under these Terms shall not exceed the purchase price of the Products giving rise to the claim. In no event shall SMAX Energy be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or business opportunities.

9. Intellectual Property

All intellectual property rights related to SMAX Energy Products, including trademarks, patents, designs, and technical documentation, remain the exclusive property of SMAX Energy. The Buyer is granted no rights to SMAX Energy's intellectual property beyond the right to use the Products for their intended purpose.

10. Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, supply shortages, transportation disruptions, or labour disputes. The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact.

11. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC).

12. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Amendments

SMAX Energy reserves the right to update these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. The Terms in effect at the time of order confirmation shall apply to that order.

14. Contact

For questions regarding these Terms of Sale, please contact us:

Smax Energy Co., Ltd.
Email: info@smaxenergy.com
Website: smaxenergy.com