Terms and Conditions

General Terms and Conditions of Prosoltec Solarsysteme GmbH, hereinafter referred to as “Company” (as of: October 18, 2017)

§ 1 General Provisions

The following General Terms and Conditions apply to the entire business relationship between our Company and our business partners for all deliveries, services, and offers. They are agreed upon when the first order is placed with the business partner and apply to all future orders, even if their validity is not expressly referenced again.

The General Terms and Conditions apply exclusively; any deviating conditions of the business partner are excluded unless the Company expressly confirms their validity in writing. This also applies if deliveries are executed unconditionally with knowledge of any deviating conditions of the business partner.

§ 2 Offer, Subject Matter of Contract

Offers, whether verbal or written, are always subject to change and non-binding. Orders only become legally binding when they are confirmed in writing within a reasonable period or executed in accordance with the agreement with the consent of the business partner.
Complete or partial cancellation of confirmed orders by the business partner is possible free of charge until two weeks before the delivery date or availability date confirmed by the Company. After that, a cancellation fee of 10% of the order value becomes due. If a confirmed order is canceled by the business partner after the delivery date confirmed by the Company or after confirmed readiness for dispatch, a cancellation fee of 20% of the order value becomes due.
The type, scope, and time of deliveries or services are determined by the written order confirmation.
With regard to the specifications stated in brochures, illustrations, drawings, and other descriptions, particularly regarding dimensions, colors, constructions, and forms, as well as other characteristics that do not restrict the use for the contractual purpose, the Company reserves the right to make customary commercial deviations without the business partner being able to derive any claims therefrom.
Illustrations, drawings, dimensions and weight specifications, as well as other technical data or information do not constitute a quality or durability guarantee. Guaranteed properties or durability or quality guarantees must be specifically agreed upon in writing.

§ 3 Prices

Unless otherwise stated in the order confirmation, prices include delivery ex works or warehouse including simple packaging, but excluding freight, customs, insurance, assembly, other ancillary costs, and value-added tax applicable on the delivery date; these items are shown separately on the invoice.

§ 4 Delivery, Transfer of Risk

Delivery is made ex works or warehouse at the expense and risk of the business partner, even if carriage-paid delivery or transport with the Company’s own means of transport has been agreed. Unless otherwise agreed in writing, the choice of means of transport is at the Company’s discretion. The transfer of risk occurs upon handover of the goods to the forwarding agent or carrier or upon loading onto the Company’s own vehicles for the purpose of transport to the business partner.

§ 5 Return Conditions

Returns of goods, i.e., the return of goods ordered and already delivered by us, are only permitted in exceptional cases and only if this has been agreed in writing with the Company. If the customer wishes to return such goods, they must announce this in writing to our order department, stating the article number and order quantity as well as the delivery note and invoice number.
Only after written confirmation by our order department is the customer entitled to send the return to the Company. All costs associated with the return of the goods as well as the risk of deterioration or accidental loss of the goods are borne by the customer. Goods that reach us carriage forward or without prior written approval will not be accepted and will be returned at the sender’s expense.
Under no circumstances can goods be returned that were not purchased directly from us by the customer and whose delivery date is more than 3 months ago. The customer must provide proof of this requirement.
Excluded from return are all non-saleable goods, e.g., goods that are no longer listed in our catalog, custom-made parts or products that have undergone technical changes in the meantime.
The return of goods must be made within 4 weeks, calculated from the notification of our consent. Returns received after this period will no longer be accepted and will be returned at the sender’s expense and risk.
Flawless, properly packaged, resaleable returns approved by us in accordance with the above conditions will be credited to the customer minus 10% of the net goods value. No credit will be issued for a net goods value of less than 50 euros.

§ 6 Delivery Time

If a delivery date agreed in writing is exceeded, the business partner must first set a reasonable grace period for the Company. If delivery does not occur by the expiration of the grace period, the business partner is entitled, to the exclusion of other rights, to withdraw from the contract by written declaration. If only part of the delivery is affected, the right of withdrawal is limited to this part, unless the delivery made would no longer be of interest to the business partner. If the Company is in default for reasons for which it is responsible, the business partner is only entitled to claims for damages if the cause of the default is based on intent or gross negligence.
If delivery or service delays occur due to force majeure or due to events that make delivery substantially more difficult or impossible, such as material procurement difficulties that arise subsequently, operational disruptions, strikes, lockouts, staff shortages, lack of means of transport, official orders, etc., even if they occur at suppliers or their sub-suppliers, delivery or service may be postponed for the duration of the hindrance plus a reasonable start-up period, or the contract may be withdrawn from in whole or in part with respect to the unfulfilled portion. If the hindrance lasts longer than 3 months, the business partner is entitled, after setting a reasonable deadline, to withdraw from the contract with respect to the unfulfilled portion and, to the exclusion of further rights, to demand repayment of any advance payments made. In the case of partial delivery, the business partner may only withdraw from the entire contract if the remaining contract fulfillment is of no interest to them.
If the goods are not accepted in whole or in part by the business partner ten days after the confirmed delivery date, or in the case of delivery on call, including the call-off of partial quantities, are not called off within ten days after the date of the confirmed availability date, the Company is entitled, at its option, to move the business partner’s order to the next availability, i.e., after setting and fruitless expiration of a reasonable period, to dispose of the delivery item in whole or in part and to deliver to the business partner with a reasonable, extended period, or to store the goods and charge a storage fee of 1% of the order value for each week commenced, or after setting and fruitless expiration of a reasonable period, to cancel the order in whole or in part and charge a cancellation fee of 20% of the canceled order value.

§ 7 Payment Terms

Unless otherwise agreed, payments are to be made net immediately after the invoice date. The Company reserves the right to deliver only against advance payment or cash on delivery, and for foreign countries against irrevocable letter of credit or advance payment.
Notwithstanding any contrary designation of performance by the business partner, payments will first be applied to older debts, initially to costs, interest, and finally to the principal claim.
The business partner may only offset or assert a right of retention if the counterclaim of the business partner has been legally established, is undisputed, or has been acknowledged in writing.
If the business partner is in default of payment, default interest of 8 percentage points above the respective base rate will be charged—without prejudice to further claims. A non-commercial business partner only has to pay default interest of 5 percentage points above the respective base rate.
In the event of default by the business partner, dishonored bills of exchange, and other justified doubts about their ability to pay, all outstanding invoices become due for immediate payment.
Bills of exchange and checks are not considered as payment in lieu of performance. Bills of exchange, checks, and securities are accepted subject to all rights and without guarantee for timely presentation.

Discount and ancillary charges are at the expense of the business partner.

§ 8 Retention of Title

Until all claims arising from the business relationship with the business partner have been fulfilled, retention of title applies to all delivered goods (goods subject to retention of title). The business partner stores the goods subject to retention of title free of charge for the Company. They undertake to store the goods subject to retention of title separately and to communicate the storage location upon request.
The business partner may sell the goods subject to retention of title in the ordinary course of business as long as they are not in default. Pledging or transfer of ownership by way of security is not permitted. The business partner hereby assigns to the Company as security all claims arising from resale or any other legal basis; however, they are revocably authorized to collect the claims in their own name. If circumstances arise or become known that justify an increased risk assessment of claims against the business partner, the business partner must, upon request, disclose the assignment and provide the Company with the necessary information and documents. In the event of third-party access to the goods subject to retention of title, the business partner must point out the retention of title and notify the Company immediately. Any costs and damages are borne by the business partner. In the event of conduct by the business partner contrary to the contract, particularly default in payment, the Company may take back the goods subject to retention of title at the business partner’s expense or, if applicable, demand assignment of the business partner’s claim for surrender against third parties. The taking back as well as the seizure of the goods subject to retention of title by the Company does not constitute withdrawal from the contract.
If the delivered goods or the goods manufactured therefrom by the business partner, to which retention of title applies, are sold by the business partner or installed or processed at a third party’s premises under a contract for work or services, the business partner’s claim against their contractual partner, if applicable in the amount of the Company’s co-ownership share in the goods sold or used, up to the amount of the Company’s purchase price claims against the business partner, passes to the Company. To this extent, the business partner hereby assigns the claims to the Company.

§ 9 Defect Claims, Limitation of Liability, and Duty to Inspect

If the business partner is a merchant, §§ 377 et seq. HGB apply to them. If they are a consumer, they are obligated to check the (partial) performance within four weeks after handover and to examine it for any deviations from the order volume and for defects. Complaints about obvious errors and defects must be submitted in writing to the Company within this period. After expiration of this period, the performance is deemed accepted. Defects that cannot be discovered even with careful inspection within this period must be reported immediately after discovery within the warranty period.
In the event that the defect notice is timely and justified, the business partner’s claim is limited to subsequent performance, whereby the Company may, at its option, deliver a defect-free item as a replacement or remedy the defect at the place of exhibition or in the delivery plant. If subsequent performance fails twice, the business partner may reduce the price or withdraw from the contract. A prerequisite for these claims is that a material defect existed at the time of handover and that this is asserted within the limitation period. The commercial business partner must prove that a material defect existed at the time of handover; the non-commercial business partner only has to provide this proof after the first 6 months have elapsed.
These defect claims do not exist if repairs, modifications, or restorations to the delivered items are carried out by the business partner or a third party without the express consent of the Company, remedial work is made more difficult by the business partner or third parties, commissioning is carried out contrary to the Company’s instructions, or a defect is attributable to incorrect or negligent handling or to natural wear and tear.
For commercial business partners, all material defect claims expire twenty-four months after delivery of the goods to the business partner. For a business partner who is a consumer within the meaning of § 13 BGB, a 12-month warranty period applies to used goods, and a warranty period of two years from delivery of the goods to the business partner applies to new goods. This only does not apply if the law prescribes longer periods (recourse claims, cases of injury to life, body, or health, intentional or grossly negligent breach of duty, and fraudulent concealment of a defect). The statutory provisions on suspension, stay, and recommencement of periods remain unaffected.
Claims for damages are excluded—regardless of the legal basis. This applies in particular to all types of consequential damages. The exclusion of claims for damages does not apply insofar as intent or gross negligence exists or liability is incurred for injury to life, body, or health. Any claims for damages for breach of essential contractual obligations are limited to the contractually typical foreseeable damage, but may not exceed the amount of the respective share capital, unless intent or gross negligence exists or liability is incurred for injury to life, body, or health. Such claims also expire after twelve months, unless the business partner is a consumer. This does not apply to claims under the Product Liability Act and to contracts in which Part B of the VOB is incorporated in its entirety.

§ 10 Place of Performance, Applicable Law, Jurisdiction, Severability Clause

The place of payment and performance is Ahorn-Buch. Jurisdiction for all legal disputes in connection with this contract is determined by the seller’s registered office.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
Should one or more clauses in these Terms and Conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected. In such cases, the respective statutory provision shall apply for this valid provision.

§ 11 Invalidity of Previous Conditions

These Terms and Conditions render all previous Terms and Conditions of the Company invalid.