General Terms and conditions of Business (T&Cs)
for SOLARDIREKT ENERGY GmbH & Co. KG
These terms and conditions of business constitute an integral part of all contracts with our customers. Contrary purchase conditions on the part of our customers shall be ineffective, even if we have not expressly rejected them. Should one or more provisions of the agreement concluded with a customer, including this provision, be or become invalid or ineffective, this shall not affect the validity of the remaining provisions. The invalid or ineffective provision should be rephrased or replaced by a similar provision that achieves the intended purpose of the invalid provision in a legally permissible manner.
2. Contractual agreements:
Unless otherwise agreed, all quotations are subject to change and non-binding. All contracts enter into force only upon receipt of our written order confirmation, upon transfer of the goods at the latest. We reserve the right to correct printing mistakes and other errors.
Prices for resellers are quoted net in EUROs and exclude the proportionate share of shipping costs and the legally applicable rate of VAT. Prices for end-users include VAT and the discount deduction (cash price). We reserve the right to make price changes during the period of validity of our catalogue or price list. We do not accept liability for printing errors or mistakes in price setting.
Delivery shall take place at our business premises or by dispatch. Delivieries by dispatch are carried out at the cost and risk of the buyer. We reserve the right to demand proof of payment on delivery, particularly when the customer is not known to us. In cases of force majeure, which also includes material defects, operational interruptions, strikes or official measures – also at our suppliers – as well as late and incorrect delivery to us from our suppliers, we are not entitled to withdraw from the contract in whole or in part nor to postpone the delivery at our own discretion for the duration of the impediment. If the originally agreed delivery date is exceeded by more than 8 weeks, the buyer is entitled to withdraw from the contract. Claims for damages in this case are excluded for both parties. Transport damage must be reported immediately by post to the railway company, freight forwarder or relevant delivery company.
Invoices are to be settled in cash in full. Cheques are only accepted as conditional payment and bills of exchange are not accepted by us as a method of payment. In case of late payment, we reserve the right to apply default interest. All invoices are payable immediately net and without deduction. The buyer is neither entitled to repay the purchase price because of contested guarantee claims nor may he offset the price with non-recognised or non-legally binding counter claims nor enforce a right of retention. If circumstances become known to us after contract conclusion which are sufficient to cause doubt to arise regarding the credit standing of the buyer, then this will render all of our claims due for immediate payment. In the case of outstanding uncompleted delivery contracts we are entitled to demand payment on delivery or payment in advance or to withdraw from the contract under exclusion of any claims for damages against us.
We will not accept returns of defect-free shipments for credit unless the shipment is returned with our prior agreement. In the case of agreed returns of defect-free shipments a charge of 15% of the net shipment value will be levied for returns processing. Shipments are to be returned to us free of charge and in perfect condition. Special offers or second-hand equipment are always excluded from the possibility of return.
A. Obvious defects: Complaints regarding obvious defects must be made immediately after delivery, hidden defects immediately upon discovery, in writing stating the exact nature of the defect. The assertion of the warranty on claims for defects of all kinds expires 10 days after the shipment is received (time limit). The defective item should be carefully packaged and shipped to us free of charge or handed in in person at our business premises for examination. In the case of justified and timely complaints the buyer will be offered at our discretion repair, free exchange or a credit for goods against return of the item. If repair or exchange are not possible or unreasonable then the buyer is entitled to withdraw from the contract or to a reduction in the purchase price. Claims for compensation of any kind – including those because of alleged late delivery – are excluded, except in cases where the damage has been caused deliberately or through wilful negligence. In the case of warranty claims made by our customers we reserve the right to revert to the warranty given by our suppliers.
B. Special offers: On special offers all forms of guarantee liability are excluded unless it can be proved that we have acted negligently or with intent.
8. Retention of title:
A. All deliveries are made exclusively under reservation of title. The delivered goods remain the property of the seller until the seller’s entire claims arising from the business relationship with the buyer are paid in full, including the encashment of cheques. In the case of a current account, the retained title shall be regarded as security for the balance.
B. Acquisition of ownership of the reserved goods by the purchaser in accordance with Section 950 of the German Civil Code (BGB) where the reserved goods have been processed into a new item is excluded. Any processing on the part of the buyer does not alter rights to title. If the goods are processed together with goods or objects not owned by us we are entitled to a co-ownership share of the new object proportionate to the value of the reserved goods. The new object will be considered reserved goods for the purpose of these conditions.
C. The buyer is entitled to resell the reserved goods if and insofar as this resale takes place by means of a proper business transaction.
D. The claims of the buyer arising from the resale of the reserved goods are now assigned to us regardless whether the reserved goods are sold with or without processing or to one or more customers. In the case of the reserved goods being sold together with other goods not belonging to us, regardless whether with or without processing, then then a portion of the claim will be deemed to be assigned to us corresponding to the existing value of our property or property share in the reserved goods and proportionate to the other goods or to the property share rights of others to the new items at the time of sale. Notwithstanding the assignment of his rights, the buyer is authorised to call in the receivables arising from the resale. Our entitlement to the collection of debts remains unaffected by the seller’s authorisation. However we will not collect any claims as long as the buyer fulfils his payment obligations to us. At our request, the buyer must provide us with a list of the debtors of the assigned accounts receivable and inform the debtors of their assignment to us.
E. Retention of title on the part of the seller is conditional on the fact that upon payment in full of all accounts receivable claimable by us within the scope of the business relationship, title to the reserved goods and any assigned claims pass immediately to the buyer.
F. If the value of the securities assigned to us exceeds our claims by more than 20% we shall be obliged at the request of the customer to assign securities back.
G. If the buyer defaults on payment, we are entitled to demand the return of the reserved goods. This demand for return is not deemed a withdrawal from the contract. In the case of default by the buyer we are also entitled to demand the return of reserved goods from other contracts insofar that the reserved goods for which payment is not forthcoming are no longer in the buyer’s possession. Equally, this demand for return of goods will not have any effect on the expiration of the existing contractual relationship.
9. Place of performance and jursidiction:
Place of performance and jurisdiction for both parties is the seller’s headquarters.
10. Data processing:
Data arising from the business transaction will be stored as business files.