§ 1 Scope
(1) These General Conditions of Sale (“Terms”) shall apply exclusively to all potential quotes, sales, and deliveries made by K2 Solar Solutions (Pty) Ltd (Registration Number: 2017/261231/07) (“Supplier”) to a business customer (“Customer”), to the exclusion of any other terms and conditions, unless expressly otherwise agreed to in writing and signed between the parties.
(2) The General Terms and Conditions of Use for Entrepreneurs (GCU-E) for our K2 Base software shall apply in addition to these General Conditions of Sale.
(3) These Terms are intended for business-to-business (B2B) transactions only and do not apply to consumers.
§ 2 Conclusion of Contract, Offer Documents
(1) The Supplier’s quotations are subject to change and non-binding, unless otherwise expressly indicated in writing. The Customer is bound by orders for a period of 14 (fourteen) days.
(2) The Customer’s order constitutes an offer by the Customer to purchase the Goods in accordance with these terms.
(3) A contract is formed only upon the Supplier’s written order confirmation or upon delivery of the Goods by the Supplier to the Customer.
(4) The Supplier reserves all ownership rights and copyrights to cost estimates, drawings, and other documents. These may not be made accessible to third parties without the Supplier’s prior written consent.
§ 3 Subject Matter of Contract, Guarantees, Changes in Performance
(1) The extent, type, and quality of the deliveries and services shall be determined by the contract signed by both parties or by the Supplier’s order confirmation.
(2) System Design and Technical Data: All technical data, drawings, and specifications provided by the Supplier are for informational purposes only. The Customer is solely responsible for the final design, engineering, and structural integrity of the complete solar mounting system, and for ensuring the Goods are suitable for the specific site conditions and purpose. The Supplier shall not be liable for any claims arising from the Customer’s system design.
(3) The Supplier reserves the right to make minor, reasonable changes to the Goods.
(4) Product descriptions, illustrations and technical data are not guarantees. A guarantee requires an express written declaration of the exact specifications of said guarantee.
(5) Electronic products and electronic components of K2 Systems are not covered by the K2 warranty conditions.
§ 4 Service Time, Delays, Partial Services, Place of Performance
(1) Stated dates and times of delivery are estimates only and are not binding.
(2) The Supplier shall not be liable for slight negligence in the selection of its own suppliers.
(3) The Supplier shall not be liable for delays caused by circumstances beyond its reasonable control (Force Majeure), including but not limited to fire, flood, earthquake, severe weather, or other extraordinary natural events, war, strikes, shortages of raw materials, delays in maritime shipping or in the production of key components like photovoltaic panels or inverters.
(4) Delays in delivery of the Goods may occur, in the event that the Customer is in payment default to the Supplier, prevents delivery due to non-cooperation, is in breach of contract, by mutual consent between the parties or on request by the Customer.
(5) The Supplier may make partial deliveries to the Customer, provided such partial delivery is useful to the Customer in the interim.
§ 5 Packaging, Shipping, Transfer of Risk, Insurance
Unless otherwise agreed, the following terms shall apply:
(1) Deliveries are packed in standard packaging at the Customer’s expense.
(2) The risk of loss or damage to the Goods shall pass to the Customer upon the Goods leaving the Supplier’s premises. Ownership of the Goods remains with the Supplier until the purchase price has been paid in full.
(3) The selection of the carrier and transport route is at the discretion of the Supplier.
§ 6 Prices, Remuneration, Payment, Offsetting
(1) All prices are stated either in South African Rand (ZAR) exclusive of VAT and other applicable taxes/duties, or in United States Dollars (USD).
(2) If, at the Customer’s request, a postponement of the delivery date is agreed, in writing, the Supplier shall be entitled to invoice and demand payment of the full purchase price as if the original delivery date had been met.
(3) Unless otherwise agreed, payment is due within 14 (fourteen) calendar days from the date of invoice. If the Customer fails to make any payment by the due date, the Supplier shall be entitled to charge interest on the overdue amount at a rate of 2% (two percent) per month.
(4) The Supplier’s right to charge interest on overdue amounts under 6.3 shall apply from this original due date.
(5) If, after the conclusion of the contract, the Supplier receives credible information indicating a material deterioration in the Customer’s creditworthiness, the Supplier may require reasonable security for payment (such as an advance payment or bank guarantee) before proceeding with further deliveries.
(6) The Supplier reserves the right to adjust the agreed price if, after the conclusion of the contract, exceptional and unforeseeable cost increases occur due to changes in law, currency exchange rates, or raw material prices beyond the Supplier’s control. The Customer shall be notified of such adjustments in writing and shall have the right to withdraw from the contract if the increase is substantial.
(7) The Customer may only offset monetary claims that are undisputed by the Supplier or have been finally determined by a court of competent jurisdiction.
§ Retention of title
Until payment is settled in full by the Customer:
(1) Ownership of the delivered Goods (“Reserved Goods”) shall remain with the Supplier.
(2) The Customer must treat the Reserved Goods with care and insure them adequately at its own expense against fire, water, and theft – at replacement value.
(3) The Customer must notify the Supplier immediately in writing in the event of seizure, confiscation, or other interventions by third parties.
(4) Any costs associated with the release of the Reserved Goods, such as agent fees for the repossession of the Goods, transport and logistics, storage (as may be applicable) and so forth, will be borne by the Customer exclusively.
(5) If the Reserved Goods are processed, combined, or mixed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the Reserved Goods to the other processed items at the time of processing.
(6) As security for the Supplier’s claims, the Customer hereby assigns to the Supplier (by way of a security cession) all claims (including all ancillary rights) that the Customer acquires against its customers or third parties through the resale, processing, combination, or mixing of the Reserved Goods.
(7) The Customer is authorised to collect the claims assigned under 7.6 in its own name for the account of the Supplier. This authorisation may be revoked by the Supplier at any time if the Customer is in default of payment or if its creditworthiness deteriorates significantly.
(8) Upon the Supplier’s request, the Customer is obliged to notify its debtors of the assignment and to provide the Supplier with all information and documents required to enforce the claims.
(9) If the Customer is in default of payment or otherwise breaches its material obligations, the Supplier is entitled to take possession of the Reserved Goods and to realise them after setting a reasonable deadline.
(10) The parties record that the security rights created in this clause 7 constitute a notarial bond over movables. The Customer undertakes to do all things necessary, at the Supplier’s request and at the Customer’s cost, to ensure this bond is registered within 21 (twenty one) calendar days of such a request by the Supplier to perfect the security and ensure its enforceability against third parties.
§ 8 Contractual Commitment and Termination of Contract
(1) Notwithstanding any common law rights, the Customer may only terminate this agreement for a material breach by the Supplier after delivering a written notice to the Supplier that specifically identifies the breach and demands that it be remedied within a reasonable period of at least 21 (twenty one) calendar days from receipt of the written notice to remedy the breach.
(2) The Customer may not cancel the agreement or claim monetary damages for any delay in delivery unless such delay is solely and predominantly due to the fault of the Supplier, and the delay is so serious that the Customer cannot reasonably be expected to continue with the agreement.
(3) If the Supplier fails to remedy the breach within this remedy period, the Customer may terminate the agreement by providing a further written notice of termination within 21 (twenty one) calendar days after the expiry of the initial remedy period.
(4) The Supplier may terminate this agreement with immediate effect by written notice to the Customer if:
(4.1) The Customer is in material breach of this agreement, including but not limited to a failure to pay any amount when due;
(4.2) The Customer fails to provide a requested security payment in terms of 6.5 above;
(4.3) The Customer becomes insolvent, has a resolution for winding-up passed, has business rescue proceedings initiated, or compromises with its creditors.
(5) Upon termination for any reason:
(5.1) All amounts owed by the Customer to the Supplier shall become immediately due and payable;
(5.2) The Customer must grant the Supplier physical access to its premises to reclaim any Goods still subject to retention of title under clause 7;
(5.3) The Customer must return or delete all of the Supplier’s confidential information or data, in accordance with the corresponding data protection laws.
(9) Any notice of breach, termination, or other legally significant declaration under this clause 8 must be in writing to be effective.
§ 9 General Obligations of the Customer
(1) The Customer must inspect the Goods immediately upon receipt and notify the Supplier in writing of any patent defects within 48 (fourty eight) hours of receipt thereof.
(2) The Customer must notify any hidden defects in writing as soon as they are discovered. This includes performing functional testing of the Goods.
(3) The Customer warrants that all Goods will be installed by qualified personnel in accordance with the Supplier’s guidelines and applicable South African National Standards (SANS).
(4) The Customer is responsible for the commissioning of the system.
(5) Any failure to comply with the Supplier’s guidelines and applicable SANS, will void the warranty.
§ 10 Restrictions of Use, Exemption
The Goods are not intended and are expressly prohibited by the Supplier for use in nuclear facilities, military purposes, aerospace, or any other purpose where product failure may reasonably be expected to cause catastrophic damage. Use in such contexts is at the Customer’s sole risk and responsibility.
§ 11 Material Defects
(1)The Supplier warrants that the Goods will be free from material defects in workmanship and materials for a period of 12 (twelve) months from delivery.
(2) The Supplier’s sole obligation under this warranty is, at its option, to repair or replace the defective Goods, or to refund the purchase price.
(3) The Customer shall support the Supplier in analysing faults and grant the necessary time and opportunity for the remedy of defects.
(4) If the Customer incurs expenses for the removal and installation of the Goods within the scope of subsequent performance, the Supplier shall bear these proven costs up to a maximum of 1.5 times the net price of the defective product.
(5) If the expenses for remedying the defect increase because the Goods have been moved to a location other than the original delivery address, the Supplier shall not be responsible for the increased costs, unless the move corresponds to the Goods’ intended use.
(6) The Supplier can demand reimbursement of its expenses if no defect is found upon inspection of a returned Good.
(7) Return of Goods: No Goods may be returned without a prior Return Material Authorisation (RMA). Goods returned for credit (non-defect) are subject to a 15% (fifteen percent) restocking fee and the Customer is liable for all shipping costs.
(8) This warranty does not cover defects resulting from improper storage, installation, commissioning, or use, Natural wear and tear, improper maintenance or the use of unsuitable equipment, damage caused by repairs or modifications carried out by third parties not authorized by the Supplier or any use of the Goods that does not strictly comply with the Supplier’s instructions.
§ 12 Defects of Title
(1) The Supplier warrants that the Goods supplied hereunder, when used in accordance with their intended purpose and the Supplier’s instructions in South Africa, shall be free from any rightful claim by a third party for infringement of registered industrial property rights (a “IP Claim”).
(2) Should an IP Claim be asserted against the Customer, the Supplier shall, at its sole option and expense:
(2.1) Procure for the Customer the right to continue using the Goods;
(2.2) Modify the Goods to make them non-infringing without material loss of functionality;
(2.3) Replace the Goods with a non-infringing equivalent.
(3) If none of these alternatives is reasonably available, the Supplier may take back the infringing Goods and refund the purchase price paid, less a reasonable allowance for use.
(4) The Supplier’s obligations under this clause 12 are conditional upon the Customer:
(4.1) Notifying the Supplier immediately in writing of any IP Claim;
(4.2) Making no admission of liability or compromise in relation to the claim;
(4.3) Granting the Supplier sole control and authority over the defence of the claim and any related settlement negotiations;
(4.4) Providing all reasonable assistance to the Supplier in defending the claim, at the Supplier’s expense.
(5) The Supplier shall have no liability for any IP Claim resulting from:
(5.1) The Customer’s use of the Goods in combination with products, software, or data not supplied or specified by the Supplier, where the infringement would not have occurred but for such combination;
(5.2) The Customer’s modification of the Goods without the Supplier’s prior written consent;
(5.3) The Customer’s use of the Goods in a manner for which they were not designed or contrary to the Supplier’s instructions;
(5.4) The Customer’s compliance with designs, specifications, or instructions provided by the Customer.
(6) This clause 12 states the Supplier’s entire liability and the Customer’s sole and exclusive remedy for any infringement of third-party intellectual property rights. The Customer may not claim compensation for futile expenses, loss of profit, or any other consequential damages arising from an IP Claim.
§ 13 Liability
(1) The Supplier’s liability is strictly limited.
(2) The Supplier shall not be liable for any indirect, consequential, or incidental damages, including loss of profits or data.
(3) The Supplier’s total aggregate liability to the Customer for any and all claims shall not exceed 100% (one hundred percent) of the purchase price of the specific Goods giving rise to the claim.
(4) The Supplier reserves the right to plead the Customer’s contributory negligence
(5) Exclusion for Static Calculations: The K2 Base software provides suggestions for static calculations without any binding legal commitment. Therefore, no claims for compensation can be asserted based on these calculations.
(6) No limitation of liability shall apply to: (a) liability for death or personal injury caused by negligence; (b) liability for gross negligence or wilful misconduct.
§ 14 Limitation Period
All claims against the Supplier shall become prescribed after 3 (three) years, in accordance with the South African Prescription Act, 1969.
§ 15 Confidentiality, Data Protection, Designation as a Reference Customer
(1) The Customer shall maintain the confidentiality of all information, documents, and data received from the Supplier that are marked as confidential or which, by their nature, constitute business or trade secrets (“Confidential Information”). This obligation survives the termination of this agreement.
(2) The Customer may only disclose Confidential Information to those employees, directors, and professional advisors who have a strict “need-to-know” for the performance of this agreement.
(3) The Customer shall ensure that any person receiving Confidential Information is made aware of its confidential nature and is bound by confidentiality obligations at least as stringent as those in this clause.
(4) The Customer shall implement and maintain appropriate technical and organizational measures to protect the Confidential Information against unauthorized access, disclosure, or loss.
(5) The parties undertake to comply with their respective obligations under the Protection of Personal Information Act, 2013 (“POPIA”). The Supplier will process the Customer’s representative’s personal data as a Responsible Party for the purposes of administering this business relationship, in accordance with its privacy policy.
(6) The Customer expressly agrees that the Supplier may obtain information about the Customer’s creditworthiness and business conduct from recognized credit agencies and other third-party sources to assess the business relationship and manage credit risk.
(7) Notwithstanding the above, the Supplier shall be free to use for any purpose the residuals resulting from access to or work with the Customer’s Confidential Information. “Residuals” means information retained in the unaided memories of the Supplier’s personnel who have had access to the Customer’s Confidential Information. An individual’s memory is considered unaided if the individual has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.
(8) The Customer grants the Supplier a non-exclusive, royalty-free license to use the Customer’s name, logo, and images of installed projects where K2 Solar Mounting Solutions’ Goods have been used, for the Supplier’s marketing and promotional purposes.
§ 16 Export Control Clause
(1) The customer is obliged to observe and comply with the applicable national and international regulations relating to export control law when passing on our goods or the services provided by us to third parties. The export control regulations of the European Union, the United States of America and the Federal Republic of Germany in particular must be observed.
(2) Before passing on our goods or services provided to third parties, the customer is obliged to ensure by carrying out appropriate checks and measures that such a transfer or provision does not violate embargo regulations, in particular those stipulated by the European Union and the United States of America, also taking account of possible circumvention bans.
(3) In addition, the customer is obliged to comply with the provisions of European and US sanctions lists with regard to possible business activities with the organisations, persons and companies listed therein. The customer must also ensure that the use or transfer of our goods and services is not for prohibited, military or arms-related purposes requiring approval, unless the appropriate necessary permits are available.
(4) If it becomes necessary through any checks, the customer shall immediately provide us with all information on the final destination and recipient as well as the intended use of our delivered goods and services upon request.
(5) The customer shall indemnify us in full from all claims asserted by the recipient resulting from the non-observance of the aforementioned legal export control obligations and shall be obliged to compensate us for any damages and expenses incurred as a result.
§ 16 Export Control Clause
(1) The Customer acknowledges that the Goods, software, and technology supplied under this agreement (“Controlled Items”) may be subject to national and international export control and sanctions laws and regulations, including but not limited to those of the Republic of South Africa, the European Union, and the United States of America (collectively, “Export Controls”).
(2) The Customer is solely responsible for compliance with all applicable Export Controls.
(3) The Customer undertakes and warrants that it shall, at its own expense:
(3.1) Obtain all necessary export, re-export, import, and other governmental permits, licenses, and authorizations required for any subsequent transfer of the Controlled Items;
(3.2) Not re-export, transfer, or provide the Controlled Items to any third party without first conducting appropriate due diligence to ensure such action does not violate any Export Controls;
(3.3) Not directly or indirectly sell, supply, transfer, or export the Controlled Items to any country, entity, or individual subject to an embargo or comprehensive sanctions, or for any military end-use or in connection with any weapons program, without the prior written authorization of the relevant authorities and the Supplier.
(4) The Customer is obliged to screen itself and its downstream customers against the official sanctions lists of the United Nations, European Union, United States, and South Africa and shall not engage in any business activities with prohibited organizations, persons, or companies listed therein.
(5) The Customer shall, upon the Supplier’s request, immediately provide all necessary information about the final recipient, destination, and intended use of the Controlled Items to enable the Supplier to fulfill its own legal obligations.
(6) The Customer shall indemnify, defend, and hold harmless the Supplier from and against any and all claims, liabilities, penalties, losses, and expenses (including reasonable legal fees) arising from or in connection with the Customer’s breach of its obligations under this clause 16.
§ 17 Written Form
All amendments to these Terms must be made in writing to be effective, whether in standard print form or by email.
§ 18 Severability Clause
If any provision of these Terms is invalid, the validity of the remaining provisions shall remain unaffected and the parties shall endeavour to replace the invalid provision with a provision which is legally effective and which legally effective provision achieves, as close as possible, the purpose and intent of the invalid provision. This will also apply to any loopholes in the agreement.
§ 19 Governing Law
The law of the Republic of South Africa shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
§ 20 Place of Jurisdiction
The parties consent to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town.
Version: December 2025
