Rayshine Energy General Terms and Conditions
1. Scope of Application

1.1 These General Terms and Conditions shall apply to all commodity transactions between Rayshine Energy and the Buyer. Rayshine Energy does not accept any individual transaction terms and conditions proposed by the Buyer.

1.2 Rayshine Energy reserves the right to amend these General Terms and Conditions. The amendments shall be binding on both Parties once effective.

2. Conclusion of Contract

2.1 Any quotation from Rayshine Energy is for reference only and without legal commitment. Quotations expire 7 days after issued.

2.2 The sales contract is concluded upon Rayshine Energy's confirmation of order or commencement of execution.

2.3 After conclusion of contract, Rayshine Energy may provide goods slightly different from but substantially equivalent to those quoted, depending on actual situation.

3. Delivery

3.1 Delivery times provided by Rayshine Energy are for reference only. Rayshine Energy will endeavor to deliver on time but assumes no legal liability for failure to deliver as scheduled.

3.2 Rayshine Energy may deliver the goods in installments and collect payment in installments accordingly.

3.3 Delivery is deemed completed when the goods are handed over to or placed at the disposal of the Buyer.

3.4 If the Buyer fails to take delivery within the delivery period, it shall automatically constitute a default by the Buyer. Rayshine Energy shall have the right to store the goods at the designated place of delivery or sell them to a third party, with risks and expenses borne by the Buyer. From delivery until full payment by the Buyer, the Buyer shall insure the goods to prevent damage and theft.

4. Passing of Ownership and Risk

4.1 The ownership of the goods shall pass to the Buyer upon full payment.

4.2 If any third party asserts rights over the goods to which Rayshine Energy retains ownership, the Buyer shall promptly notify Rayshine Energy in writing.

4.3 The risk of the goods shall pass to the Buyer upon delivery.

5. Price and Price Adjustments

5.1 All prices are quoted in EUR, excluding transportation, VAT and other taxes and fees. Unless otherwise agreed in writing, the prices effective on the date of invoicing shall apply.

5.2 Rayshine Energy may adjust prices accordingly if market environment or costs change. The scope of adjustment shall not exceed the extent of cost changes.

5.3 Unless otherwise agreed between the Parties, the Buyer shall pay invoice amounts in EUR within 14 days of receiving the invoice.

5.4 In case of overdue payment, the Buyer shall be deemed in default. Rayshine Energy may claim legal fees incurred and interest on delayed payments against the Buyer.

6. Complaints and Returns

6.1 Upon receipt of goods, the Buyer shall promptly inspect if the goods are in conformity with the order, packing list, etc. and undamaged. Any non-conformity shall be indicated on the relevant documents, or else Rayshine Energy shall have the right to reject related complaints.

6.2 Any quality complaint shall be communicated to Rayshine Energy in writing within 5 days after receipt of goods. Otherwise, the goods are deemed accepted by the Buyer. Complaints over goods already used shall not be considered. Complaints do not entitle the Buyer to postpone payment.

6.3 Prior notice to Rayshine Energy shall be given before returning any goods sold. Transportation and other related expenses shall be borne by the Buyer. Only appropriately packaged returned goods qualify for refund.

7. Limitation of Liability

7.1 To the extent permitted by laws, Rayshine Energy assumes no liability for loss caused by defects or wrongful acts.

7.2 Rayshine Energy is only liable for direct loss and up to the actual amount paid by the Buyer for the relevant order (excluding transportation and VAT). Rayshine Energy assumes no liability for non-pecuniary loss, indirect loss, or loss due to force majeure events.

7.3 The limitation period for any quality claim is 1 year starting on the delivery date of relevant goods.

7.4 The Buyer shall assume liabilities for any third-party claims related to the goods provided by Rayshine Energy.

8. Termination of Contract

8.1 In case of material breach of contractual Terms by the Buyer, or if Rayshine Energy has operational or organizational needs, Rayshine Energy may terminate the contract by written notice, taking effect upon delivery of such notice to the Buyer.

9. Force Majeure

9.1 When events beyond Rayshine Energy’s control, reasonably unpreventable, and affecting the performance of contractual obligations occur, Rayshine Energy shall have the right to suspend the execution or terminate part or all of related contracts, without assuming any compensation liabilities.

9.2 Events of force majeure include but are not limited to natural disasters, wars, government actions, epidemics, supplier’s default, etc.

10. Dispute Resolution

10.1 Parties shall seek to resolve contract disputes through amicable consultation in the first instance. If agreement cannot be reached within 30 days, either Party may submit the dispute to the Düsseldorf district court, Germany?for adjudication.

10.2 The laws of the Netherlands shall apply.

11. Miscellaneous

11.1 The Buyer shall keep confidential all contract related information.

11.2 Rayshine Energy may engage third parties to assist in the performance of the contract, with expenses borne by the Buyer.

11.3 The Buyer may not assign contractual rights and obligations without Rayshine Energy’s permission.