1. Scope and Applicability
These Terms and Conditions (“Terms”) govern all sales, transactions, and dealings between XCEL Renewable Energy Corp. (“Company”) and its business customers (“Customer”), including but not limited to quotations, sales orders, credit arrangements, warehousing, and delivery of goods.
These Terms shall prevail over any conflicting or additional terms proposed by the Customer unless expressly agreed to in writing by the Company.
2. Formation of Contract
A binding contract is formed upon the earliest occurrence of any of the following:
- Issuance of a Sales Order by the Company and fulfillment of required payment conditions;
- Written or electronic confirmation of an order by the Customer;
- Payment of any amount by the Customer; or
- Acceptance of delivery of goods.
Once formed, the contract may not be cancelled, modified, or suspended without the prior written consent of the Company.
3. Pricing and Foreign Exchange
All prices are exclusive of value-added tax (VAT), duties, freight, insurance, and other applicable charges unless expressly stated otherwise.
For transactions involving imported goods or foreign currency exposure, pricing may be based on a provisional exchange rate. The Company reserves the right to issue an additional invoice or credit note to reflect any difference resulting from exchange rate fluctuations upon final settlement, unless otherwise agreed in writing.
4. Payment Terms and Credit
Credit terms, if granted, are at the sole discretion of the Company and may be withdrawn at any time.
Where applicable:
- A down payment shall be required and shall be non-refundable unless expressly agreed otherwise in writing;
- Post-dated checks (PDCs) or other security may be required as a condition for extending credit.
Any amount not paid when due shall accrue interest at the rate of two percent (2%) per month or the maximum rate permitted by law, whichever is lower.
In the event of default, all outstanding amounts shall become immediately due and payable, without prejudice to any other rights of the Company.
5. Dishonored Payments
In the event that any post-dated check or payment instrument is dishonored, the Company reserves the right to:
- Declare all outstanding obligations immediately due and payable;
- Suspend further deliveries;
- Revoke credit privileges; and
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Recover all associated costs, including bank charges, penalties, and legal expenses.
6. Delivery, Availability, and Risk Transfer
Goods shall be deemed available for delivery once they are physically available at the Company’s warehouse or designated delivery point.
Unless otherwise expressly stated in the Sales Order:
- Risk of loss or damage shall transfer to the Customer upon release of the goods from the Company’s warehouse;
- Where delivery is performed using Company-owned transport, risk shall transfer at the delivery location.
The Customer shall be responsible for all costs arising from failed or delayed delivery attributable to the Customer, including but not limited to redelivery, waiting time, and handling charges.
7. Warehousing and Storage
Where free warehousing is offered, such period shall be limited to thirty (30) calendar days and shall commence:
- On the date of Sales Order confirmation for in-stock goods; or
- On the date of arrival at the Company’s warehouse for imported goods.
Following the expiration of the free warehousing period, a grace period of five (5) business days shall apply. Thereafter, storage fees shall accrue automatically at the Company’s standard per-pallet rates, available upon request.
Storage charges shall continue until the goods are released, and no delay attributable to the Customer shall suspend or extend applicable time periods.
8. Uncollected Goods and Reservation
If the Customer fails to collect goods within a reasonable time after availability, the Company reserves the right to impose storage charges and, where applicable, forfeit deposits.
If goods remain uncollected for a period of three (3) months, the Company may, without further notice, resell such goods. Any deposits paid shall be forfeited, and resale proceeds may be applied toward outstanding balances, storage fees, and related costs.
Where goods are reserved for a specific project, such reservation shall be subject strictly to the timelines and conditions stated in the Sales Order. Upon expiry, the Company may release the goods, apply additional charges, or adjust pricing prior to delivery.
9. Technical Advice and Performance Disclaimer
Any recommendations, system sizing, design input, or technical advice provided by the Company shall be deemed advisory in nature unless expressly included within a separate written agreement.
The Company does not warrant or guarantee:
- System performance or output;
- Energy production;
- Return on investment or payback period; or
- Suitability for any specific project.
The Customer acknowledges that it has conducted its own independent evaluation and assumes full responsibility for project outcomes.
10. Installation and Use
The Company shall have no responsibility or liability for installation, commissioning, system integration, or use of the goods, except where such services are expressly included in a written agreement.
11. Warranty and Returns
All sales are final. Returns shall only be permitted in the case of defective goods and shall be subject strictly to the manufacturer’s warranty terms and approval.
The Company does not guarantee warranty approval, replacement timelines, or remedies. Its role shall be limited to facilitating warranty claims with the manufacturer.
All costs associated with handling, removal, shipping, and reinstallation shall be borne by the Customer unless otherwise agreed in writing.
12. Warehouse and Logistics Operations
The Company reserves the right to store, transfer, or relocate goods between warehouse facilities or logistical channels as necessary, without affecting delivery timelines or the Customer’s obligations.
13. Force Majeure
The Company shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, transportation disruptions, port congestion, customs actions, or government regulations.
14. Limitation of Liability
To the fullest extent permitted by law, the Company’s liability shall be limited to the invoiced value of the goods in question.
The Company shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of use, or project delays.
15. Costs of Recovery
The Customer agrees to reimburse the Company for all reasonable costs incurred in the enforcement of its rights, including legal fees, collection charges, and administrative expenses.
16. Dispute Resolution
The Company reserves the right, at its sole discretion, to determine whether any dispute shall be resolved through arbitration or through the competent courts of the Republic of the Philippines.
17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
18. Entire Agreement and Incorporation
These Terms are deemed incorporated into and form an integral part of all quotations, Sales Orders, invoices, delivery receipts, and related documents issued by the Company.
No amendment or waiver of these Terms shall be valid unless made in writing and signed by an authorized representative of the Company.