Solarcore® Terms and Conditions of Sale

These Solarcore terms and conditions of sale (“Terms and Conditions”) are effective December 30, 2024 and supersede all prior versions covering the sale of products and related services (collectively, “Products”) by Lukla Inc. dba Solarcore (collectively, “Solarcore,” “we”, “us” or “our”).  References to “Purchaser”, “you” or “your” pertain to the purchaser of Products.

1. ACCEPTANCE. No order for Products shall be binding upon Solarcore until accepted in writing by an authorized representative of Solarcore or by shipment or other performance of such order. Any such order shall be subject to these Terms and Conditions and acceptance shall be expressly conditioned on assent to such Terms and Conditions. No order accepted by Solarcore may be altered or modified by Purchaser unless agreed to in writing by an authorized representative of Solarcore. Any terms and conditions of Purchaser’s order that are inconsistent with or additional to the Terms and Conditions herein shall not be binding on Solarcore and shall not be considered applicable to any sale or shipment of Products. All such terms and conditions are hereby expressly rejected.  No waiver, alteration or modification of any of these Terms and Conditions shall be binding on Solarcore unless made in writing, referencing these Terms and Conditions and signed by a duly authorized official of Solarcore.
2. PRICING. Prices and terms are subject to change without notice until accepted and acknowledged by Solarcore.  Prices do not include sales, use, excise or similar taxes.  Any such tax that is required to be collected, or paid by Solarcore is considered the Purchaser’s responsibility and as such may be added to the invoice, or invoiced later as a separate charge to be paid by the Purchaser, unless the Purchaser has furnished Solarcore with an applicable exemption certificate.
3. DELIVERY. Delivery of Product to a carrier at any Solarcore shipping point shall constitute delivery to Purchaser (“Delivery”).  Care is taken in packing Products.  Solarcore is not responsible for breakage or damage after having received “in good order” receipts from the carrier.  All claims for loss and damage must be made by the Purchaser to the carrier.  Claims for shortages or other errors must be made to Solarcore within three (3) business days after receipt of shipment.  Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser.  Method and route of shipment will be at the discretion of Solarcore unless Purchaser shall specify otherwise.
4. RISK OF LOSS/TITLE TO PRODUCTS.  Risk of loss or damage to Products passes to Purchaser at Delivery. Title to goods passes to Purchaser upon Delivery but Solarcore retains a security interest in the Products until full payment is received.
5. REFUSAL OF SHIPMENT. In case of the refusal or inability of Purchaser to accept any shipment in accordance with the terms of the order, Purchaser shall be liable for freight, express, storage, extra cost of handling and all other expenses incurred by Solarcore as a result of such refusal or inability.
6. ORDER CANCELLATION. Unless otherwise agreed to by Solarcore in writing, all orders submitted by Purchaser shall be final and binding and cannot be canceled at any time. If a Purchaser requested order cancellation occurs, Purchaser shall be liable for all costs and expenses incurred by Solarcore for said order up to the point of cancellation.
7. ORDER MODIFICATION.  Unless otherwise agreed to by Solarcore in writing, all orders submitted by Purchaser shall be final and binding upon Purchaser and are not subject to modification at any time.  If Purchaser-requested order modification occurs, Purchaser shall be liable for all adjustments in the cost and expense or delivery of furnishing the order pursuant to the modification.  Such adjustments shall be paid by Purchaser prior to fulfillment of the modified order by Solarcore unless other arrangements are agreed to in advance and in writing by Purchaser and Solarcore.
8. RETURNED GOODS POLICY. Solarcore does not accept returns of Products.
9. DELAYS. Scheduled delivery is approximate and is subject to change.  Solarcore will endeavor to give reasonable notice of any delay in delivery but shall not be liable for any costs, expenses, damages or loss Purchaser may claim for any delay of any order.
10. FORCE MAJEURE. Solarcore shall not be liable for any delay or loss of any nature or failure in performance due to or caused by acts of God including but not limited to earthquake, fire, flood and other natural disasters; disease or pestilence; strike or other labor disturbances; accidents; war (declared or undeclared); enemy action, civil insurrection or riot; governmental orders or regulations; legal interferences or prohibitions; or other causes affecting their facilities beyond Solarcore’s reasonable control, interfering with the production, shipment, or delivery of Products.  If Purchaser requests expedited shipping to make up for any delay, then the costs of such expedited shipping shall be the responsibility of Purchaser.
11. LIMITED EXCLUSIVE WARRANTY. Products sold by Solarcore are warranted by Solarcore to be free of defects in material and workmanship pursuant to the terms, conditions and limitations of Solarcore’s Limited Exclusive Warranty, available at: ___________________ and upon request by contacting Solarcore at aaron@solarcore.tech.  The Limited Exclusive Warranty is available only in the United States and is subject to change from time to time without prior notice.  SOLARCORE MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY OF ITS PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED, NOR DOES IT WARRANT THAT THE PRODUCT DOES NOT INFRINGE UPON THE PATENT, COPYRIGHT, OR TRADEMARK OF ANY THIRD PARTY. NO OTHER EXPRESS WARRANTY, EXCEPT AS MENTIONED ABOVE, GIVEN BY ANY PERSON OR ENTITY WITH RESPECT TO THE PRODUCT SHALL BIND SOLARCORE.
12. LIMITATION OF LIABILITY.  SOLARCORE SHALL NOT BE LIABLE FOR ANY FORM OF ACTION FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, TO PROPERTY OR PERSON, INCLUDING BUT NOT LIMITED TO DAMAGE OR LOSS OF INCOME OR LOSS OF PROFITS ARISING OUT OF THE USE OF THE PRODUCT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.  AND IN NO EVENT SHALL SOLARCORE’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT.
13. INTELLECTUAL PROPERTY.  Solarcore (or, if applicable, its suppliers) owns all rights, title and ownership in and to all Products and accompanying documentation, including without limitation, all rights in trademarks, designs, trade dress, copyrights, patents, and images used on or for Products.  Purchaser shall not attempt any sale, transfer, sublicense, reverse engineering, disassembly or redistribution of Products except to the extent allowed by applicable laws.
14. INDEMNITY. Purchaser shall indemnify, defend and hold Solarcore and its related entities (including, without limitation, their respective directors, officers, employees and representatives) (collectively, “Solarcore Indemnitees”) harmless against third-party allegations, claims, damages, settlements, penalties and costs including without limitation, attorneys’ fees (collectively, “Claims”) arising out of, connected with, or resulting from the Products, including but not limited to the use of the Products as a component or part of any other product, any claims by Purchaser’s downstream customers, or any breach by Purchaser of its obligations.
15. LIMITATION ON DAMAGES. Solarcore shall not be liable to Purchaser or others claiming through Purchaser for incidental or consequential damages for breach of any express or implied warranty on this Product or for any reason whatsoever.
16. WAIVER. The failure of either party at any time to require performance by the other party of any provision in these Terms and Conditions shall in no way affect the full right to require such performance at any time thereafter, and neither shall the waiver by either party of a breach of any provision in these Terms and Conditions constitute a waiver of any succeeding breach of the same or any other such provision nor constitute a waiver of the provision itself.  Remedies herein reserved shall be cumulative and additional to any other remedies provided by law.
17. PRINTERS, STENOGRAPHIC AND CLERICAL ERRORS/SUPERSEDING AGREEMENT. Solarcore is not responsible for printers’ errors, stenographic errors, or clerical errors made in any of its publications and other forms of printed matter.  Purchaser agrees that Solarcore is authorized, without notice to Purchaser, to supply missing information or correct obvious clerical errors. To the extent any other documentation, including the applicable owner’s manual, contain terms inconsistent with these Terms and Conditions, these Terms and Conditions supersede.
18. GOVERNING LAW AND CHOICE OF FORUM.  Any contract for sale and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Oregon without regard for any conflict of laws.  Any dispute arising from or related in any way to this proposal and any order placed pursuant hereto, not resolved by arbitration, shall be adjudicated in the courts of Multnomah County in the State of Oregon.
19. AGREEMENT TO ARBITRATION OF DISPUTES.  Any action or dispute arising out of or relating to the sale of purchase of Products or these Terms and Conditions or their breach, including the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), shall be exclusively determined by arbitration as set forth in either Subsection (a) or (b) below as applicable.  THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, THEY ARE IRREVOCABLY GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW. Solarcore and Purchaser waive the right to proceed in any other jurisdiction or forum:

(a) IF PURCHASER’S ADDRESS LOCATED IN USA:  Solarcore and Purchaser agree to final binding arbitration of any Dispute in the County of Multnomah, Oregon, before a single arbitrator.  The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures; or

(b) IF PURCHASER’S ADDRESS LOCATED OUTSIDE USA: Solarcore and Purchaser agree to final binding arbitration of any Dispute in the County Multnomah, Oregon USA under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules.

The award of the arbitrator shall be in writing, shall be final and binding upon the parties, and may, as allowed by law, include injunctive relief. Judgment on such award may be entered in any court of appropriate jurisdiction, or application may be made to that court for a judicial acceptance of the award and an order of enforcement. All proceedings and records and filings in connection therewith shall be confidential and not disclosed by either party without notice and consent of the other party.

20. COMPLETE AGREEMENT. These Terms and Conditions contains the complete and final agreement between Solarcore and Purchaser as to the terms and conditions of their relationship and purchase and sale of Product, and no agreement or other understanding in any way purporting to modify the agreement shall be binding upon Solarcore unless made in writing, referencing these Terms and Conditions and signed by a duly authorized official of Solarcore.