Solar Fabrik GmbH
Hermann-Niggemann-Str.
7-9
63846 Laufach
Germany

Phone: +49 (0)6093 20770-0
Fax: +49 (0)6093 20770-99
Internet: www.solar-fabrik.de

The following Terms and Conditions of Sale and Delivery of Solar Fabrik GmbH, Laufach (“Solar Fabrik”) apply to all present and future offers made by us and contracts concluded with us.

You can also download them via the following link: AGB

1. General/area of application

1.1 Our Terms and Conditions of Sale and Delivery apply exclusively and only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.2 General terms and conditions of the customer which deviate from or conflict with our Terms and Conditions of Sale and Delivery shall not become part of the contract concluded with us, even if we do not expressly object to them.

1.3 We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery if we expressly agree to their validity in writing.

2. Conclusion of contract

2.1 A contract between us and the customer shall come into effect with the issue of our written order confirmation or by delivery of the ordered goods.
Only our order confirmation or a contract concluded in writing by both parties, including these Terms and Conditions of Sale and Delivery, shall be decisive for the content of the contract, in particular for the scope of performance.
These fully reflect all agreements between the contracting parties on the subject matter of the contract.

2.2 We reserve the right to make changes to the illustrations, descriptions, drawings, weights and dimensions in our brochures, price lists, catalogs and our offer, provided that the delivery item is not significantly changed or its quality improved as a result and the changes or deviations are reasonable for the customer.

3. Prices and terms of payment

3.1 Our prices are ex works including packaging and insurance, unless otherwise agreed in writing, plus transportation costs.
The statutory value added tax shall be added.
For the delivery of goods to other EU countries, the applicable VAT of the Federal Republic of Germany shall apply.
If the customer of another EU country provides us with a VAT identification no.
(VAT ID no.), we can issue the invoice to the customer strictly net.

3.2 Solar Fabrik reserves the right to change the prices accordingly by written notice prior to delivery of the products if cost changes (= cost increases and cost reductions) for raw material costs occur after conclusion of the contract.
At the customer’s request, Solar Fabrik shall provide evidence of a possible cost increase.
The customer may object to the cost change in writing within five (5) working days after receipt of the notification.
Solar Fabrik shall then have the option to either deliver the products to the customer at the previously applicable price or to terminate the contract in writing with immediate effect with respect to the outstanding delivery quantities.

3.3 Unless otherwise stated in the order confirmation, the purchase price shall be paid in advance.
The deduction of a discount requires a special written agreement.

3.4 If the customer is in default, we are entitled to demand default interest in accordance with
§ 288 BGB.
This shall not exclude the assertion of further damages caused by default.

3.5 The customer may only offset against our claims with counterclaims that are undisputed, legally established or recognized by us.

4. Delivery dates, delay, impossibility

4.1 Delivery dates and deadlines are based on the agreements made in individual cases.
Delivery periods and dates shall only apply subject to correct and timely delivery to us.
We shall only assume the procurement risk, irrespective of fault, if this has been expressly agreed.
Delivery deadlines and dates shall be deemed to have been met if the delivery item has been handed over by us in good time for transportation or, if delivery of the goods ex works has been agreed, if readiness for dispatch has been established and notified.
We shall not be liable for any delay in transportation for which we are not responsible.

4.2 We shall not be liable for non-fulfillment of the contract, in particular for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure (e.g. natural disasters, war, unrest) or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits). disruptions of operations of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible.
We are obliged to inform the customer immediately in writing of the event as soon as it becomes apparent that we will not be able to meet the agreed delivery deadline.
If in such a case it is not foreseeable that we will be able to provide our service within a reasonable period of time that is reasonable for the customer – but at the latest within 4 months – we and the customer may withdraw from the contract.
The same shall apply if the reasons for the impediment still exist after 4 months have elapsed since our notification.
If the reasons for the impediment were already recognizable to us when the contract was concluded, we are not entitled to withdraw from the contract.
In the event of hindrances of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period.

4.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses.
After expiry of a reasonable deadline set by us, we may withdraw from the contract and/or claim liquidated damages of 10% of the order value for non-performance.
The customer expressly reserves the right to provide evidence of lower damages or that no damages have been incurred at all.
We also expressly reserve the right to provide evidence of higher damages.

4.4 We shall be liable for delays in performance in cases in which the delay in performance is due to intent or gross negligence on our part or on the part of a representative or vicarious agent in accordance with the statutory provisions.
In other cases of delay in performance, our liability shall be limited to 15% of the value of the delivery.
Any further liability for delays in performance is excluded.
These limitations and exclusions of liability shall not apply in the event of liability for injury to life, limb or health or breach of a material contractual obligation in accordance with Section 7.6 or fixed-date transactions in accordance with Section 376 HGB or Section 286 para.
2 No. 4 BGB.

4.5 If we are unable to deliver the ordered goods for reasons for which we are responsible, the customer shall be entitled to demand compensation for damages or reimbursement of expenses in accordance with the statutory provisions.

5. Transfer of risk, packaging

5.1 All deliveries are ex works or ex warehouse.
The place of fulfillment is Laufach.

5.2 If we ship the goods to a place other than the place of performance at the customer’s request, the risk shall pass to the customer as soon as we have handed over the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.

5.3 If the customer is in default of acceptance, we shall only be responsible for intent and gross negligence during the customer’s default.
If the customer is only owed an item of a certain type, the risk shall pass to the customer at the time at which he defaults by not accepting the offered item.

5.4 Partial deliveries are permissible.

5.5 The customer shall dispose of all packaging at his own expense.
We are not obliged to take it back.

6. Retention of title

6.1 The delivered goods shall remain our property (goods subject to retention of title) until all claims arising from the legal relationship underlying the delivery have been settled, irrespective of the legal grounds.

6.2 If the customer processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used.
If our ownership expires as a result of processing, combining or mixing, the customer hereby assigns to us the ownership rights to which he is entitled to the new stock or item to the extent of the value of the goods subject to retention of title and shall store them for us free of charge.
The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of clause 6.1.

6.3 The customer shall only be entitled to process, combine and mix the reserved goods with other items or resell them in the ordinary course of business and as long as he is not in default.
Any other disposal of the reserved goods is not permitted.
We must be notified immediately of any seizures or other access to the reserved goods by third parties.
All intervention costs shall be borne by the customer insofar as they cannot be collected by the third party.
If the customer defers the purchase price to his customer, he shall reserve title to the goods subject to retention of title vis-à-vis the latter under the same conditions under which we have reserved title upon delivery of the goods subject to retention of title.
Otherwise, the customer is not authorized to resell the goods.

6.4 The customer’s claims from the resale of the goods subject to retention of title are hereby assigned to us.
They shall serve as security to the same extent as the reserved goods.
The customer is only entitled and authorized to resell the goods if it is ensured that the claims to which he is entitled are transferred to us.

6.5 If the reserved goods are sold by the customer together with other goods not supplied by us at a total price, the assignment of the claim from the sale shall be in the amount of the invoice value of our reserved goods sold in each case.

6.6 The customer is authorized to collect the claims assigned to us until revoked by us.
We are entitled to revoke this authorization if the customer does not properly meet his payment obligations arising from the business relationship with us.
If the conditions for exercising the right of revocation are met, the customer shall, at our request, immediately inform us of the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over to us the relevant documents and notify the debtor of the assignment.
We are also entitled to notify the debtor of the assignment ourselves.

6.7 If the value of the securities existing for us exceeds the secured claims by more than thirty (30) percent in total, we shall be obliged to release securities of our choice at the customer’s request.

6.8 If we assert the retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare this in writing.
The customer’s right to possess the reserved goods shall expire if he fails to fulfill his obligations under this contract.

7. Warranty

7.1 If the delivered goods are defective, the assertion of warranty claims and the exercise of the rights of action by the customer described in § 437 No. 2 BGB presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB.

7.2 If there is a defect in the purchased item, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of defects, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs. If we replace the customer’s materials supplied by us in the course of rectification work, we shall acquire ownership of the replaced defective parts.

7.3 A material defect does not exist if the complaints are based on improper assembly by the customer, improper handling, improper use or natural wear and tear. If the customer modifies or repairs goods supplied by us or has them modified or repaired by third parties, our liability shall lapse in this respect unless the customer can prove that the modification or repair is not the cause of the defect or is not a contributory cause.

7.4 The customer is entitled, at his discretion, to declare his withdrawal from the contract or to demand a reduction in the purchase price, provided that

– we allow a reasonable deadline set for subsequent performance to elapse fruitlessly, or
– the setting of a reasonable deadline for subsequent performance is dispensable under the statutory provisions, or
– the subsequent performance fails, or
– subsequent performance is impossible.

7.5 We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on an intentional or grossly negligent breach of duty by us or a legal representative or one of our vicarious agents.

7.6 We shall be liable in accordance with the statutory provisions if we or our vicarious agents culpably breach a material contractual obligation (so-called cardinal obligation). The term “cardinal obligation” refers abstractly to those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. In these cases, however, liability shall be limited to the foreseeable, typically occurring damage, unless we are guilty of willful misconduct.

7.7 Liability for damages resulting from injury to life, body or health, which are based on a culpable breach of duty by us or an intentional or negligent breach of duty by our legal representatives or our vicarious agents, remains unaffected; this also applies to mandatory liability under the Product Liability Act.

7.8 Unless otherwise agreed above, liability is excluded.

7.9 The limitation period for warranty claims is twelve (12) months. The limitation period begins with the delivery of the ordered goods. Withdrawal and reduction due to non-performance or non-contractual performance shall be ineffective if the claim for performance or subsequent performance is time-barred and we raise the defense of the statute of limitations. In addition to this, our additional guarantee conditions apply, insofar as agreed in individual cases.

7.10 The customer is entitled to the rights of recourse in accordance with §§ 478, 479 BGB. The limitation period for recourse claims shall be determined in accordance with the statutory provisions.

8. Liability

8.1 Liability for damages beyond the scope of clauses 4. and 7. is excluded regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, due to other breaches of duty or due to tortious claims for compensation for material damage in accordance with §§ 6.1 and 6.2 of the German Civil Code. § 823 BGB.

8.2 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

9. Final provisions

9.1 This contract is subject to German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is not applicable.

9.2 The place of performance for all obligations arising from the contract concluded with us is Laufach.

9.3 The place of jurisdiction for all legal disputes in connection with this contract shall be determined by our registered office. We also have the option of suing the customer at his place of business or of having all disputes arising out of or in connection with this contract finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with these Rules.

9.4 The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions and the existence of the contract.

9.5 The parties undertake to replace an invalid provision with another provision that comes as close as possible to the economic effect of the provision to be replaced. The same applies to the filling of contractual gaps.

Version: 3.1

Document no. 1801AGB01