General Terms and Conditions

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General Terms of Sale and Delivery

Valid from Saturday, January 01, 2011

I. General information – scope of terms
(1) Our terms of sale shall apply exclusively. We shall not recognize any customer terms that conflict with or deviate fromour terms of sale unless we expressly consent to such terms in writing. Our terms of sale shall also apply in cases where wemake unconditional deliveries to customers in full knowledge that their terms come into conflict with or deviate from ours.
(2) All agreements reached between us and the customer for the purpose of contract fulfillment are included in writing inthese terms of sale.
(3) Our terms of sale shall only apply to companies.

II. Orders – order documents, order acceptance
(1) Our oers are subject to change. All oral agreements or deals made with our employees require our written confirmation.If a customer order qualifies as an oer in accordance with § 145 of the German Civil Code
(BGB), then we have two weeksto accept the order.
(2) Information provided in our prospectuses such as photos, drawings and other specifications is only approximate andapplicable only after express confirmation is given. Drawings, diagrams, illustrations and other documents, especially writtendocuments marked „confidential“, shall remain our property and may not be provided to third parties without our expressconsent. The customer shall take full responsibility for ensuring that the provision of customer drawings does not violatethird-party rights, especially third-party patent rights or copyrights.
(3) All orders we accept must be confirmed in order to have legal eect (written confirmation as per § 126b BGB is sufficient).Orders shall be accepted exclusively on the basis of the terms contained herein. Amendments, changes and oral agreementsalso require our written confirmation in order to have legal eect. The customer may not cancel an order that has alreadybeen placed.

III. Prices – payment terms, cancellation fees
(1) Unless otherwise indicated in the order confirmation, our prices shall apply „ex works“ and exclusive of packaging, whichis invoiced separately. Our prices do not include sales tax, which is invoiced separately in the amount applicable on the daythe invoice is issued.
(2) Unless otherwise specified in the order confirmation, the purchase price (without deduction) is due as of the date ofinvoice. The statutory provisions shall apply for cases of payment default.
(3) Discount and collection expenses and protest charges shall be borne by the customer. All orders are accepted on thecondition that the buyer is capable of paying the full purchase price. If this condition is not met – which is assumed whenunfavorable information about the financial circumstances of the customer is disclosed or payments are not made on sche -dule – we can demand immediate payment before delivery of goods regardless of the agreed date of payment. If it becomesknown that the financial situation of the buyer has deteriorated significantly since contract conclusion or if the buyer is inarrears with payment, we can withdraw from the contract and demand immediate payment of all outstanding debts, includingthose not yet due.
(4) If we exercise our right to withdraw from the contract and are able to claim compensation from the buyer, then we maydemand from the buyer a lump-sum compensation amounting to 10 percent of the agreed net purchase price. We may assertclaims for greater compensation or for expenses incurred for the given order, particularly labor costs. The buyer shall be freeto demonstrate that no damages have occurred or that the damages are significantly less than the lump-sum compensation.
(5) The buyer may only oset claims if the counterclaims he asserts are legally enforceable, undisputed or acknowledgedby us. Moreover, the buyer may claim right of retention only insofar as his counterclaim is based on the same contractualrelationship.

IV. Delivery time, delivery delay, deliveries
(1) All technical questions must be clarified before our specified delivery time can begin.
(2) Our delivery obligations are contingent upon the customer fulfilling his obligations in a timely and appropriate manner.Defense of non-performance of contract shall be reserved.
(3) If the customer defaults in accepting goods or culpably violates other obligations of cooperation, we may demand compensationfor the resulting costs we incurred including any additional expenses. We also reserve the right to make additionalclaims.
(4) If the conditions listed in Sec.(3) are met, the risk of accidental loss or deterioration of the purchased good transfers tothe customer once he enters into default of acceptance or debtor default.
(5) We shall be liable in accordance with statutoryprovisions provided that the underlying purchase agreement is a transaction with a fixed date in terms of § 286 Sec. 2 No.4 BGB or § 376 of the German Commercial Code
(HGB). The customer is however obligated to indicate such a transactioninsofar as it is reasonable for him to do so in specific cases. We shall also be liable in accordance with statutory provisions if,as a consequence of any delay of delivery for which we are responsible, the customer is entitled to assert that his interest inthe continued fulfillment of the contract has ended.
(6) We shall furthermore be liable in accordance with statutory provisions provided the delay in delivery is due to a willful orgrossly negligent breach of contract for which we are responsible or due to any negligence on the part of our representativesor agents. Provided the delay in delivery does not arise from an intentional contract violation on our part, the liability fordamages is limited to the foreseeable, typically occurring damages.
(7) We shall also be liable in accordance with statutory provisions to the extent that the delivery delay for which we areresponsible is occasioned by the culpable breach of a material contractual obligation; in such cases liability for damages shallbe limited to the foreseeable, typically occurring damages.
(8) Regarding admission of liability as per IV. (5), (6), (7), we shall be liable for delivery default with a lump-sum compensationamounting to 0.1 percent of the delivery value, but not more than 3 percent in total, for each full week of default.
(9) Further statutory claims and rights on the part of the customer shall be reserved. Liability for lost profit, especially forearnings that can typically be generated using the sold product(s) shall be excluded.
(10) The quantities of goods ordered by the customer shall be delivered whenever possible. We must be notified in writingof any dierences in the quantities listed in the delivery note or the invoice within 5 business days of goods receipt. Partialdeliveries are permitted.

V. Transfer of risk, duty to inspect goods and notify defects
(1) Risk shall be transferred to the customer as soon as the shipment leaves our factory or – in the case of direct customershipping by our suppliers – the factory of our supplier or is made ready for pick up by the buyer. This shall also apply in caseswhere we pay the freight costs.
(2) Notice of defects of any kind by the customer shall be rejected if it is not given within 14 days of goods receipt. Thisdoes not apply to hidden defects that are difficult to detect through standard inspections. Finding a defect in one part of theshipment shall not entitle the customer to reject the entire shipment.

VI. Liability for defects
(1) Claims for defects by the customer shall only be valid if the customer fulfills his obligations arising from these generalterms of sale and delivery as per Article V. Sec. (2) as well as his obligations for inspection and notification of defects asdescribed in § 377 HGB. (2) If a defect is found in the purchased item, we will render subsequent performance
(with reasonable consideration of thecustomer’s wishes) by either removing the defect or supplying a new item free of defects. In the case of removal of defect,we shall bear the resulting costs
(freight, transport and labor costs) provided such costs do not increase due to having thepurchased item placed somewhere other than the place of contract fulfillment.
(3) If subsequent performance fails, the customer may demand either withdrawal from the contract or reduction in payment.
(4) We shall be liable in accordance with statutory provisions to the extent that the customer asserts damage claims ari -sing from willful intent or gross negligence on our part or the part of our representatives or agents. Provided we are notcharged with intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurringdamages.
(5) We shall be liable in accordance with statutory provisions should we ever culpably violate a material contractual obligation;in such cases liability for damages shall be limited to the foreseeable, typically occurring damages.
(6) Liability for culpable harm to life, body or health shall remain unaected. This also applies to mandatory liability in ac -cordance with the Product Liability Act.
(7) Unless otherwise agreed in the above provisions, all other forms of liability shall be excluded.
(8) The limitation period for claims of defects shall be 12 months from transfer of risk unless longer limitation periods arestipulated in §§ 438 Sec. 1 No. 2, § 479 Sec. 1 and/or § 634a Sec. 1 No. 2 BGB.

VII. Total liability, manufacturer warranties
(1) Liability regarding damages beyond what is provided in Article VI. shall be excluded without consideration of the legalnature of the asserted claim. This shall apply in particular to claims for damages on the basis of culpa in contrahendo or dueto violations of contractual obligations or tort claims as defined in § 823 BGB. Liability for lost profit, in particular for earningsthat can typically be generated using the sold product(s) shall be excluded.
(2) The limitation set forth in Sec. (1) shall also apply if the customer demands compensation for useless expenses ratherthan the performance of services.
(3) With the exception or our own Intersol brand products, we do not manufacture the products we sell. We therefore assumeno obligations arising from the manufacturer warranties for those products. Our suppliers/manufacturers shall not be entitledto make warranty statements that aect us. Customer claims from manufacturer warranties must therefore be made to themanufacturer directly. All warranty commitments that we make in writing shall remain unaected.

VIII. Title retention
(1) All delivered goods shall remain our property until their purchase price is paid in full. We may demand the return of deli -vered goods that are subject to title retention if the customer violates the terms of the contract, especially if he is in arrearsof payment. If we take back a purchased item, then this represents a withdrawal from the contract. We are entitled to sellany purchased item that we take back and credit the proceeds of such a sale to the customer’s liabilities minus reasonablesales costs.
(2) The customer shall be required to handle the purchased item with care until transfer of ownership. In particular, the custo -mer is obligated to provide sufficient replacement value insurance against fire damage, water damage and theft.
(3) In the event of seizure or other third-party interventions, the customer must immediately notify us in writing so that wemay take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable tocompensate us for the judicial and extrajudicial costs of legal action pursuant to § 771 ZPO, the customer shall be held liablefor the losses we incur.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; he shall, however, assign to ushere and now all claims in the amount of the final invoice total
(including sales tax) of our claim that accrue to him fromthe resale to the purchaser or third parties regardless of whether the purchased item was resold with or without additionalprocessing. The customer remains authorized to collect the claim even after it has been assigned to us. We reserve the rightto collect the claim on our own. We shall however refrain from collecting the claim as long as the customer meets his paymentobligations for earned revenue, is not in delay of payment and does not file for composition or insolvency proceedings orsuspension of payment. Should this however be the case, we are entitled to demand that the customer inform us of assignedclaims and their debtors, provide all information necessary for the collection of said claims, release all related documents andnotify the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer shall always be done on our behalf. If thepurchased item is processed with objects that do not belong to us, we shall acquire co-ownership of the new product inproportion of the value of the purchased item
(amount invoiced plus sales tax) to the processed objects at the time ofprocessing. For the item produced as a result of such processing, the same applies as to the delivered purchased item thatis subject to retention of title.
(6) If the purchased item is inseparably combined with other objects that do not belong to us, we shall acquire co-ownershipof the new product in proportion of the value of the purchased item (amount invoiced plus sales tax) to the combined objectsat the time the items were combined. If the combination of objects is made in such a way that the item of the customer isregarded as the principal item, it shall be agreed that the customer will assign proportional co-ownership to us. The customerthus reserves sole ownership or co-ownership for us.
(7) The customer also assigns to us the claims for securing our claims against him which arise vis-à-vis third parties as a resultof connecting the purchased item with a property.
(8) We shall undertake to release the securities owed to us upon request by the customer to the extent that the realizablevalue of our securities exceeds the claims to be secured by more than 10 percent; which securities are to be released shallbe chosen by us.IX. Final provisionsAll contracts with the customer are governed by German law to the exclusion of the UN Sales Convention. To the extentpermitted by law, Munich, Germany shall be the exclusive place of jurisdiction.
Donauer Solartechnik Vertriebs GmbH, D - 82205 Gilching