General Terms & Conditions



Filed with the Dutch Chamber of Commerce under number 0010-7820 on 30 January 2024.


BluBase B.V.

Siegenstraat 5

8028 PT Zwolle, the Netherlands

Registration number Dutch Commercial Register (Handelsregister): 56828462

VAT number: NL852320553B01

In these Terms and Conditions, terms written with an initial capital have the meaning set out in Schedule 1 (Definitions) to these Terms and Conditions.

  1. To the extent permitted under applicable law and except as otherwise provided in an Agreement or these Terms and Conditions, all express or implied representations, warranties, and conditions in respect of the Products, including as regards their conformity to the Agreement, quality, fitness for any particular purpose, merchantability, or non-infringement are expressly excluded.
    1. Without prejudice to the provisions of Clause 12 and subject to the further provisions of this Clause 13, BluBase’s aggregate liability under any Agreement for damages incurred by the Customer shall be limited to the lower of the amount (a) paid by the Customer under the Agreement in relation to the Products in respect of which the damages are claimed, or (b) received by BluBase under any insurance of BluBase in relation to the damages concerned.
    1. BluBase’s liability under any Agreement for any loss of profits, loss of revenues, loss of anticipated savings, loss of goodwill, loss of business opportunities, business interruptions or any other indirect damages or loss is excluded.
    1. Nothing in these Terms and Conditions or in an Agreement shall operate to exclude or restrict a Party?s liability for any damages or loss resulting from its wilful misconduct (opzet), fraud (bedrog) or gross negligence (bewuste roekeloosheid), or which can otherwise not lawfully be excluded or limited under mandatory provisions of applicable law.
  2. Force Majeure
    1. 14.1       If a Party is delayed or prevented from complying with its obligations under an Agreement by a Force Majeure Event, then the requirement to comply with those obligations shall be suspended to the extent that performance is delayed or prevented by that event. As soon as reasonably practicable after becoming aware of the Force Majeure Event, the respective Party shall notify the other Party in writing of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under the Agreement.
  1. Termination
    1. if the other Party:
      1. has an administrator, receiver or administrative receiver appointed to it or any substantial part of its assets;
      1. is dissolved or passes a resolution or makes a determination for its dissolution or liquidation (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
      1. becomes subject to an administration order or petition for its insolvency or bankruptcy;
      1. is unable is to pay its debts when they fall due; or
      1. ceases (or threatens to cease) to carry on business.
    1. The termination or expiry of an Agreement shall not affect (i) any accrued rights or liabilities of a Party under the Agreement existing at the time of such termination or expiry, or (ii) the continuance of those provisions of the Agreement which are necessary for the interpretation or enforcement of the Agreement or which by their wording or nature are reasonably intended to continue.
  2. Governing law and jurisdiction
    1. These Terms and Conditions and, except as otherwise provided in an Agreement, each Agreement are governed by the laws of the Netherlands. The application to any Agreement of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
    1. Unless expressly agreed otherwise between the Parties in writing, any dispute, claim, or controversy relating to these Terms and Conditions or an Agreement, or to the breach, termination, enforcement, interpretation or validity thereof, whether contractual or non-contractual, that cannot be resolved amicably shall be exclusively referred for adjudication in first instance (in eerste aanleg) by the competent courts of Overijssel, the Netherlands, provided that in urgent matters BluBase shall additionally be entitled to seek injunctive relief or provisional measures (voorlopige voorzieningen) in any court of competent jurisdiction under applicable law.

Lastly amended: 30 January 2024.


  1. In addition to terms defined elsewhere in these Terms and Conditions, the following terms with an initial capital shall have the following meanings throughout these Terms and Conditions (including its recitals and Schedules) unless the context apparently requires otherwise:
    (a) “Affiliate” means, with regard to BluBase B.V., any other Person directly or indirectly controlling, controlled by, or under common control with BluBase B.V., and the term “control” (and conjugations thereof) shall in this context mean the direct or indirect (i) ownership of more than 50% (fifty per cent.) of the nominal value of the share capital issued, (ii) possession of more than 50% (fifty per cent.) of the voting power at general meetings, or (iii) power to appoint and to dismiss a majority of the directors or to otherwise direct the activities of BluBase B.V.
    (b) “Agreement” means any agreement, including a confirmed purchase order, for the sale and delivery of Products by BluBase entered into between the Parties.
    (c) “BluBase” means BluBase B.V. or any of its subsidiaries from time to time.
    (d) “BluBase Trademarks” means any registered or unregistered trademark, trade name, product name, service name, domain name, brand, logo, or other mark owned or used by or on behalf of BluBase.
    (e) “Business Day” means any day of the week, except Saturday and Sunday and public holidays in the Netherlands.
    (f) “Confidential Information” means (i) the terms of an Agreement, and (ii) all information about a Party or pertaining to the business affairs of a Party or its Affiliates which, in relation to or in connection with an Agreement, is (directly or indirectly) disclosed to or otherwise acquired by the other Party in any form (whether orally, electronically, in writing or by another means), including information on products, services, operations, processes, plans or intentions, developments, trade secrets, knowhow, (works protected by) Intellectual Property Rights, market opportunities, personnel, customers, suppliers, and subcontractors, and all information derived from the foregoing, in each case insofar as such information would, under the circumstances, appear to a reasonable person to be of a confidential nature or is expressly stated to be confidential or proprietary.
    (g) ”Consumer” means a natural person who is acting for purposes other than in the context of his or her business or professional activities.
    (h) “Customer” means each Person to whom BluBase has submitted an Offer or with whom BluBase has concluded an Agreement.
    (i) “Defect” and “Defective” means a demonstrable failure of a Product to conform to the warranties under Clause 12.3.
    (j) “Force Majeure Event” means an event which is beyond the reasonable control of BluBase, including any strike, lock-out or labour disputes, act of God, fire, flood, storm and other extreme weather conditions, war, military action, acts of governmental authorities, riot, terrorism, epidemic, pandemic, explosion, material breakdown or malfunction of plant, machinery or software, failure of delivery or material lack or shortage of essential supplies and services (including raw materials, waste processing, electrical power, fuel, or water), and including where any such event arises in respect of BluBase’s suppliers or subcontractors.
    (k) “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
    (l) “Intellectual Property Rights” means (i) any and all intellectual or industrial property rights anywhere in the world, whether registered or unregistered and whether having a statutory basis or existing under equity, common law or otherwise, including, without limitation, patents, utility model rights, rights in layout-designs (topographies) of integrated circuits, rights in trade secrets, rights in confidential information and know-how, design rights, copyrights (including rights in software), neighbouring rights, database rights or other rights in compilations of data, and any and all rights of a similar nature, and (ii) all applications and rights to apply for any of such aforementioned intellectual or industrial property rights, including registrations, renewals and extensions, anywhere in the world.
    (m) “List Prices” means BluBase?s non-discounted, gross prices for the Products as determined by BluBase from time to time and made available to the Customer including by way of a general notice through a Website or customer account.
    (n) “Loss” or “Losses” means any and all claims, losses, damages, liabilities, penalties, fines, taxes, charges, costs (including internal costs), and expenses of whatever nature (including attorneys? fees and court fees) howsoever arising.
    (o) “Offer” means any offer or quotation made by or on behalf of BluBase by an authorised representative of BluBase for the sale and delivery of Products by BluBase.
    (p) “Parties” means BluBase and Customer.
    (q) “Person” means any individual, firm, partnership, trust, limited liability entity, joint venture, company, corporation, body corporate, unincorporated body, association, organization, government, state, agency of a government or state, local or municipal authority or other governmental body, in each case whether or not having separate legal personality, and includes that person’s legal representatives, successors, permitted assigns and permitted nominees in any jurisdiction.
    (r) “Products” means mounting materials and systems for solar panels, and any other goods (including spare parts) that BluBase may offer for sale from time to time.
    (s) “Specifications” means, in respect of each Product, the written functional and technical specifications of such Product as set forth in the documentation provided by BluBase in respect of such Product, and as may be further specified in an Agreement.
    (t) “Terms and Conditions” means the present general terms and conditions of sale, including the Warranty Conditions, as the same may be amended from time to time in accordance with the provisions herein.
    (u) “VAT” means (i) any tax imposed in compliance with the EU Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, and (ii) any similar sales or use tax, or tax of a similar nature imposed in any jurisdiction, and (iii) any tax imposed in substitution for, or levied in addition to, such tax referred to in the aforementioned items (i) or (ii).
    (v) “Warranty Conditions” means the warranty conditions of BluBase in respect of the Products which apply at the date of delivery thereof under an Agreement, as set forth from time to time on the Website. The Warranty Conditions applicable as at the date of these Terms and Conditions are set forth in Error! Reference source not found. (Warranty Conditions).
    (w) ”Warranty Period” has the meaning given in the Warranty Conditions.
    (x) “Website” means or any other website that may be notified by BluBase to the Customer from time to time.
  2. In these Terms and Conditions:
    (a) the words “include”, “including” and “includes” shall be deemed to be followed by the words “without limitation”;
    (b) a reference to a “Clause” or a “Schedule” shall mean a clause of or schedule to these Terms and Conditions;
    (c) a reference to any statutory law shall be deemed to include any statutory instrument, by-law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it, and any subsequent re-enactment or amendment of the same; and
    (d) the headings are inserted for convenience and reference purposes only and do not affect the interpretation of the Terms and Conditions.
  3. Where in these Terms and Conditions any information, confirmation, offer, order, acceptance, approval, or consent is required to be “written” or to be provided “in writing”, such shall include the provision thereof in a generally accessible, reproducible and storable digital format, and the communication thereof by email or any other form of electronic communication set forth in these Terms and Conditions or otherwise agreed between the Parties.
    A. Warranty scope
  4. These warranty conditions (the “Warranty Conditions”) apply to all sales of Products (as hereinafter defined) by BluBase B.V. (“BluBase”) to any third party (“Purchaser”). The Warranty Conditions form an integral part of and are governed by the terms of each agreement (including any confirmed purchase order) entered into between BluBase and the Purchaser for the sale of Products (each, including the applicable BluBase General Terms & Conditions of Sale, a “Sales Agreement”). In the event of any conflict between the terms of a Sales Agreement and the terms of these Warranty Conditions, the former shall prevail.
  5. These Warranty Conditions only apply to Sales Agreements concluded with BluBase directly. Customers of potential resellers of Products must direct any claims under warranty exclusively to the distributor or reseller from whom they purchased the Product and not to BluBase.
  6. Under the conditions set forth herein, BluBase warrants that the solar rooftop mounting products, including the Solar Construct Nederland and SolarStell mounting products, as provided by BluBase under the Sales Agreement (the “Products”) shall, for a period of 20 (twenty) years from the date of delivery by BluBase or such longer period as is demonstrably required under mandatory provisions of applicable law (the “Warranty Period”), be free from material deficiencies in materials and workmanship and conform to their functional and technical specifications as set forth in the product documentation provided by BluBase in relation to such Products (the “Specifications”).

B. Warranty procedure

  1. Any demonstrable failure of a Product to meet the warranty set forth in clause 3 of these Warranty Conditions (a “Defect” or “Defective Product”) must be reported to BluBase in writing (including by email) by the Purchaser promptly upon becoming aware thereof, thereby including all information reasonably known to the Purchaser in respect of the alleged Defect, including, as appropriate, photographs or video recordings of the alleged Defect.
  2. The Purchaser shall provide BluBase without undue delay with all additional information and cooperation (including access to facilities and premises) reasonably requested by BluBase in respect of any (allegedly) Defective Products in order to enable BluBase to assess each claim under warranty. At BluBase’s request the Purchaser shall furthermore, at BluBase’s cost and in accordance with BluBase?s instructions, send the allegedly Defective Products to BluBase or such third party service provider as is designated by BluBase for BluBase’s assessment.
  3. BluBase shall, or shall procure that its designated third party service provider shall, assess whether allegedly Defective Products under any warranty claim are indeed covered by the warranty provided under these Warranty Conditions and notify the Purchaser in writing of the outcome of this assessment. In the event that any such Product is validated as Defective by BluBase or its designated third party service provider, BluBase shall determine the remedy to which the Purchaser is entitled in respect of the Defective Product in accordance with these Warranty Conditions. With regard to any Product that is not validated by BluBase as Defective: (i) BluBase shall (insofar as delivered to BluBase for assessment) deliver the Product back to the Purchaser at the Purchaser?s cost, and (ii) the Purchaser shall promptly at BluBase’s request reimburse BluBase for the reasonable costs incurred by BluBase in performing the assessment of the warranty claim.
  4. Any Defects that may apparently have resulted from the transport of Products must, where the transport was BluBase’s responsibility, be reported to BluBase in writing (including by email) within 48 hours from delivery, and in such cases shall always be accompanied by photographs or video recordings of the alleged Defects. BluBase is only responsible for Defects arising from transportation if such transport was conducted by or on behalf of BluBase, and such transport was not the Purchaser’s responsibility.
  5. Any claim under warranty shall not entitle the Purchaser to suspend the performance of any of its obligations under the Sales Agreement.

C. Warranty remedies

  1. After BluBase has validated an alleged Defect as being a Defect covered by the warranty as set forth in these Warranty Conditions, BluBase shall as soon as reasonably practicable, at its option and at its cost:

(a) repair the Defective Product;

(b) replace the Defective Product by a new, similar Product, in which event the Purchaser shall return the Defective Product to BluBase at its cost; or

(c) if repair or replacement are not, in BluBase’s opinion, reasonably possible, reimburse the amount paid for the Defective Product to the Purchaser, deducting only the pro-rata amount (calculated on a linear depreciation basis over the full Warranty Period) that reflects the time that the Purchaser was able to make use of the Product without any Defect, in which event the Purchaser shall return the Defective Product to BluBase at its cost.

  1. BluBase and the Purchaser may also agree in writing that the Purchaser shall retain the Defective Product and BluBase shall reimburse part of the amount paid for such Product.
  2. The Purchaser shall, at its cost, provide BluBase all reasonable cooperation (including access to facilities and premises) as is required to provide the remedies in respect of Defective Products under warranty.
  3. With regard to a Product repaired or replaced under warranty, the original Warranty Period shall apply (i.e., running from the date the Product was initially delivered).
  4. Except as otherwise set forth in the Sales Agreement or as required under mandatory provisions of applicable law, the remedies as set forth in these Warranty Conditions constitute BluBase’s sole liability and the Purchaser’s exclusive remedies in respect of any Defect.

D. Warranty exclusions

  1. No warranty shall apply and BluBase will have no liability under warranty in respect of a Defect:

(a) that was not notified to BluBase within the Warranty Period in accordance with these Warranty Conditions;

(b) that does not adversely impact the functionality of the Product, including minor deficiencies such as scratches, stains, superficial surface corrosion, colour fastness deviations, etc.

(c) that arises as a result of transportation of the Product, other than any transportation for which BluBase is responsible;

(d) that arises as a result of any third party products, components or materials used by the Purchaser in conjunction with the Product, which third party products or materials have not been provided for such use by or on behalf of BluBase or the use of which has not been expressly authorised by BluBase;

(e) that arises from any use of the Product other than in accordance with the Specifications or any use other than the normal, intended use;

(f) that arises from the faulty handling, storage, assembly, loading or installation of the Product, or any handling, storage, assembly, loading or installation not in accordance with the instructions given by BluBase;

(g) that arises from mounting the Product on a building, roof or other construction that is unsuitable for the mounting of the Product;

(h) that arises from any modifications, replacements (including of spare parts) or repairs in respect of the Product other than by or on behalf of BluBase or with BluBase’s express written authorisation;

(i) that arises from circumstances of force majeure, including (without limitation) hail, lightning, storm, flood, explosions, fire, vandalism, extreme wind speeds or temperatures, other extreme weather conditions, or any other events of force majeure as may be set out in the Sales Agreement or that may apply in accordance with applicable law;

(j) that arises in the absence of proper professional maintenance, non-compliance with the applicable installation and/or assembly instructions, incompetent, injudicious or improper use, normal wear and tear and aging, poor assembly, or damage due to chemical, electrical, electrolytic, corrosive and/or environmental influences; and/or

(k) that arises when the correct quantities or components have not been used as prescribed in the assembly instructions and calculators, or when the building, roof, roof covering or construction is not suitable for installing solar panels with the Products.

Lastly amended: 1 October 2022.