1. Definition of a term
The terms consumer, entrepreneur and customer are used in the General Terms and Conditions (GTC) of SOLprime Power Systeme GmbH (hereinafter referred to as SOLprime) as follows: Consumers are natural persons with whom SOLprime enters into business relationships without a commercial or independent professional activity being attributable to them. entrepreneurs are natural or legal persons or partnerships with legal capacity with whom SOLprime enters into business relationships and who act in the exercise of a commercial or independent professional activity, as well as legal persons under public law. The term "customer" refers to consumers, entrepreneurs and legal entities under public law.
2. Scope of application
These General Terms and Conditions shall apply to all business relations between SOLprime and its customers and shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that SOLprime has expressly agreed to their validity in writing. In particular, the unconditional performance of a contract by SOLprime shall not be deemed to be consent to the inclusion of the customer's GTC. Individual agreements made with the customer on a case-by-case basis (including collateral agreements, supplements and amendments) shall in all cases take precedence over these GTC. The content of such agreements shall be governed by a written contract or written confirmation from SOLprime. These General Terms and Conditions shall also apply to all future deliveries, services or offers made to entrepreneurs, without SOLprime having to refer to them again. References to the validity of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTC.
3. Validity for certain types of contract
Section I. and Section V. of these GTC apply to all types of contracts concluded with SOLprime. For purchase contracts, the special provisions in Section II of these GTC apply in addition. The special provisions in Section III. of these General Terms and Conditions shall also apply to contracts for work and services. For the provision of planning services by SOLprime, the special provisions in Section IV of these GTC shall apply in addition. If SOLprime provides services which do not only concern one of the previously listed types of contract (mixed contracts), e.g. delivery and assembly, or delivery and planning, the provisions of these General Terms and Conditions shall apply in their entirety, whereby the provisions from the sections relating to the respective type of contract shall apply with priority to the individual partial services.
4. Conclusion of contract, declarations
SOLprime's offers are subject to confirmation unless they are expressly marked as binding or contain a specific acceptance period. SOLprime may accept orders or commissions within fourteen days of receipt. Information provided by SOLprime regarding the subject matter of the delivery or service, as well as representations thereof, are only approximate unless the usability for the contractually intended purpose presupposes exact conformity. These are not guaranteed characteristics. Deviations customary in the trade and deviations which occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible provided that they do not impair the usability for the contractually intended purpose. SOLprime reserves title and/or copyright to all offers and cost estimates submitted as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. Without the express consent of SOLprime, the customer may not make these objects accessible to third parties, disclose them, use them himself or through third parties or reproduce them, either as such or in terms of content. At SOLprime's request, he shall return these items in their entirety and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Legally relevant declarations and notifications to be made by the customer to SOLprime after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing to be effective.
5. Payment, delay of payment, set-off and retention
The prices shall apply to the scope of services and deliveries specified in the order confirmations. Additional or special services shall be invoiced separately. SOLprime delivers against advance payment, cash on delivery or invoice. Payments are due in full upon acceptance of the service by the customer and must be transferred to the account stated in the invoice by the customer without deduction. In the case of delivery against invoice, all invoice amounts are to be paid no later than 7 days after receipt of the invoice by the customer, unless expressly agreed otherwise. If the customer does not pay, he shall be in default 7 days after the due date, without any further declaration by SOLprime being required. In the event of the existence of defects, the customer shall not be entitled to a right of retention unless this is in reasonable proportion to the defects and the anticipated costs of subsequent performance. SOLprime shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if circumstances become known to SOLprime after conclusion of the contract which are likely to significantly reduce the creditworthiness of the customer and which jeopardize the payment of the outstanding receivables of SOLprime by the customer from the existing contractual relationships. The customer shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed.
6. Eetention of title, security
All delivered goods and objects (hereinafter referred to as goods) shall remain the property of SOLprime until the customer has fulfilled all claims resulting from the business relationship. The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security until the secured claims have been paid in full. The customer must immediately notify SOLprime in writing if and to the extent that third parties access the goods belonging to SOLprime. Without the express written consent of SOLprime, the customer shall not be entitled to reshape and/or process reserved goods in the ordinary course of business. In the event of the processing and/or transformation of reserved goods, this shall take place in the name of and for SOLprime, but without any obligations arising for SOLprime from this. In the event of the expiration of ownership as a result of the statutory transfer of ownership, in particular through combination, processing or mixing, the customer undertakes to transfer to SOLprime, upon conclusion of the contract, a (co-)ownership share in the amount of the invoice value. If the customer acts in breach of contract, in particular in the event of non-payment of due claims, SOLprime shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. In this context, SOLprime is entitled to enter the customer's property. The demand for surrender does not at the same time include a declaration of withdrawal; SOLprime is rather entitled to demand surrender of the goods only and to reserve the right to withdraw from the contract unless the customer is a consumer and the provisions on financial assistance (§§ 499 to 504 BGB) apply. If the customer does not pay despite the due date of the underlying claim, SOLprime may only assert these rights if the customer has been unsuccessfully set a reasonable deadline for payment beforehand or such setting of a deadline is dispensable under the statutory provisions. As soon as the contract is concluded, the entrepreneur assigns to SOLprime, by way of security, the full amount of the receivables due to him from his customers from sale or any other legal reason, together with all ancillary rights. The entrepreneur shall be authorized to collect the claims assigned to SOLprime within the framework of proper business operations for his own account and in his own name. This authorization may be revoked by SOLprime in the event that the entrepreneur is in default of payment. If SOLprime revokes this authorization, the entrepreneur must provide SOLprime, upon request, with all information required for collection, hand over the relevant documents and inform the debtor of the assignment.
7. Delivery and service periods and delay in delivery and service
The delivery period shall be agreed individually or specified by SOLprime upon acceptance of the offer. SOLprime shall be entitled to render partial services or make partial deliveries, unless these are of no interest to the customer as such. If SOLprime is unable to meet binding delivery deadlines for reasons for which SOLprime is not responsible (non-availability of the service), SOLprime shall immediately inform the customer thereof and at the same time inform the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, SOLprime shall be entitled to withdraw from the contract in whole or in part, and SOLprime shall immediately reimburse any consideration already paid by the customer. The case of non-availability of the service in this sense shall include in particular the failure of SOLprime's suppliers to deliver to SOLprime on time. SOLprime's statutory rights of rescission and termination as well as the statutory provisions governing the performance of the contract in the event of exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.
SOLprime shall be liable for damages - for whatever legal reason - in the event of intent and gross negligence. In the event of simple negligence, SOLprime shall only be liable for damages arising from injury to life, limb or health and from the breach of an essential contractual obligation (an obligation the fulfilment of which is essential to the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely). In the latter case, however, SOLprime's liability shall be limited to compensation for the foreseeable, typically occurring damage. These limitations of liability shall not apply if SOLprime fraudulently concealed a defect or assumed a guarantee for the quality of the goods. The same applies to the customer's claims under the Product Liability Act.
SOLprime's liability for defects shall be based primarily on the agreement reached on the condition of the goods. All product descriptions which are the subject of the individual contract shall be deemed to be agreements on the quality of the goods; it makes no difference whether the product description originates from the customer, the manufacturer or SOLprime. The warranty does not extend to damage resulting from normal wear and tear, defective installation and assembly work or faulty commissioning, insofar as this is not the fault of SOLprime, incorrect or negligent handling or maintenance, improper use or non-compliance with the assembly or operating instructions and the relevant standards. Warranty claims shall also lapse if modification or repair work is carried out by the customer or a third party without the approval of SOLprime.
10. Default of acceptance
If the customer defaults on acceptance or any other obligation to cooperate, SOLprime may set him a reasonable deadline for the performance of these contractual obligations. If this period expires fruitlessly, SOLprime shall be entitled in accordance with the statutory provisions to withdraw from the contract and claim damages instead of performance or reimbursement of futile expenses. The right to demand performance of the contract and damages for delay in performance shall remain unaffected. In any case, the customer shall be obliged to reimburse SOLprime for the costs incurred as a result of the storage of goods which have not been accepted.
II. Contractual conditions for purchase contracts
1. Transfer of risk
The risk of accidental loss and accidental deterioration of the goods shall pass to the entrepreneur when the goods have been dispatched or collected. This shall also apply in the event that carriage paid delivery has been agreed. In the case of consumers, the risk of accidental loss and accidental deterioration of the goods shall only pass to the consumer when the goods are handed over, at the latest when they are delivered to the agreed place of delivery. If collection of the goods by the customer has been agreed, the risk of accidental loss and accidental deterioration shall pass to the customer upon provision of the goods for collection and notification thereof to the customer.
2. Warranty regulations for consumerss
A consumer shall immediately check the goods received for defects and notify SOLprime in writing of any defects found within 14 days of delivery, whereby sending the notice of defects is sufficient to comply with the deadline. In the event of a defect, the consumer may initially demand a replacement delivery or subsequent improvement at his discretion, unless the selected type of subsequent improvement (replacement delivery or subsequent improvement) is disproportionate or impossible for SOLprime within the meaning of the statutory provisions. Only after the failure of subsequent performance or if the seller refuses subsequent performance may the consumer withdraw from the contract (withdrawal) or reasonably reduce the purchase price (reduction). In the case of an insignificant defect, however, there is no right of withdrawal.
3. Warranty regulations for entrepreneurs
An entrepreneur must inspect the goods for defects immediately after delivery and notify SOLprime of any defects in writing and in a specified manner. Hidden defects must be reported to SOLprime in writing immediately after their discovery. Complaints must be made in good time before any treatment or processing so that SOLprime is still in a position to remedy the defect. If the entrepreneur fails to comply with the periods for notification of defects, he shall forfeit any warranty rights to which he may be entitled. If the delivered goods are defective, SOLprime may initially choose from entrepreneurs whether supplementary performance is to be effected by remedying the defect (subsequent improvement) or by supplying a defect-free item (replacement delivery). SOLprime's right to refuse the selected type of subsequent performance under the statutory conditions shall remain unaffected. If the supplementary performance has failed or a reasonable period to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the entrepreneur may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
4. Product and performance warranties from manufacturersn
Various manufacturers, in particular of solar modules and inverters, grant SOLprime certain product and performance warranties for their products that go beyond the statutory warranty (hereinafter referred to as manufacturer warranties). Insofar as this is the case with products that SOLprime has delivered to the customer, SOLprime shall inform the customer about the manufacturer and the content of these manufacturer warranties. In order to make it easier for the customer to enforce claims under these manufacturer warranties, SOLprime hereby authorizes the customer to assert existing claims under the manufacturer warranties in the name of SOLprime directly against these manufacturers.
III. Contractual conditions for contracts for work and services
SOLprime is only obliged to assemble the components provided by the customer for assembly ready for operation. The customer bears sole responsibility for ensuring that the components provided by him comply with the relevant statutory regulations. SOLprime is entitled to make use of third parties for the execution of the contract. The feeding of electrical energy into the network of the local network operator requires the conclusion of a corresponding contract between the operator and the customer, the preparation and conclusion of which is the sole responsibility of the customer.
2. Installation requirements
The customer is obliged to obtain the necessary public law approvals and/or to make the prescribed notifications to the authorities before the start of installation. Furthermore, the customer shall fulfil all other prerequisites for SOLprime to perform the service, such as the inspection of buildings for their structural and/or static suitability. SOLprime is entitled to demand from the customer proof of the existence of these prerequisites. The customer shall ensure, at its own expense, that SOLprime is able to perform the agreed work on site, in particular to create the necessary structural conditions and to ensure that SOLprime and its vicarious agents have unrestricted access to the assembly site.
The customer shall only be entitled to refuse acceptance if SOLprime's performance shows significant defects. Acceptance of a service shall take place immediately after notification of completion. Acceptance shall be deemed to have taken place if the customer does not accept the service within 12 working days of notification of completion or has put the service or part of the service into use.
4. Warranty regulation
The customer is obliged to notify SOLprime immediately of any defects. SOLprime may initially choose whether subsequent performance is to be effected by remedying the defect (rectification) or by remanufacturing the work. Loinribs' right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected. If the supplementary performance has failed or if a reasonable period to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract for work and services or reduce the remuneration for work and services. In the case of an insignificant defect, however, there shall be no right of rescission.
IV. planning services
1. Obligations of the customer to cooperate
The customer is obliged, even without a separate request, to provide SOLprime with all documents required for proper planning, such as construction plans, sketches, dimensions, etc., in a correct, timely and complete manner. He shall also inform SOLprime immediately of all processes and circumstances which could be of significance for the execution of the order. This shall also apply to documents, procedures and circumstances which only become known during SOLprime's activities. SOLprime is not obliged to verify the correctness and/or completeness of the documents and information. Insofar as deadlines are to be observed, SOLprime shall ensure that they are observed only if and to the extent that the customer has provided the necessary documents and information.
If SOLprime prepares profitability, electricity yield or other yield and/or financing calculations for the customer within the framework of the planning, these are, unless expressly stated otherwise, only non-binding example calculations, the calculation bases used by SOLprime for this purpose, such as energy prices, sunshine duration and the like, are only of an exemplary nature. Consequently, no contractual obligations and/or other performance warranties of SOLprime can be derived from all of this.
V. Final provisions
1. Data protection regulationsn
The processing of personal data is carried out in accordance with data protection regulations and laws. SOLprime will take the customer's legitimate interests into account in accordance with the statutory provisions during data processing and transmission. The data required for business transactions will be stored by SOLprime and processed exclusively for order processing and for SOLprime's own advertising purposes. The customer agrees that the personal data from a contractual relationship may be stored by SOLprime on data carriers for the purpose of commercial use. SOLprime shall not pass on the stored data to third parties beyond the aforementioned purposes.
2. Choice of law, place of jurisdiction, miscellaneous
These GTC and all legal relationships between SOLprime and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. Requirements and effects of the retention of title according to Section I.) No. 6.) of these General Terms and Conditions are, however, subject to the law of the respective storage location of the item, insofar as the choice of law made is inadmissible or ineffective in favor of German law.
If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Berlin and, insofar as the substantive jurisdiction of a local court exists, the local court of Berlin-Mitte. This place of jurisdiction shall also apply if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or usual place of residence outside Germany after conclusion of the contract or if his domicile or usual place of residence is not known at the time the action is filed. However, SOLprime shall also be entitled to bring an action at the customer's general place of jurisdiction.
Should individual provisions of the above General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.