General Terms and Conditions

of Solarconsult AG, Alte Bahnlinie 8, D-71691 Freiberg, Germany

As of 02/2008 6 February 2008

1. Basic Terms of Contract

The contract by and between the parties is based solely on the provisions of these General Terms and Conditions. Any contrary agreements require individual written agreement.

2. Offers / Prices / Formation of Contract

(1) All quoted prices are subject to change without notice and non-binding. The price valid on the date of delivery, including delivery and shipping costs where appropriate, shall be deemed as to have been agreed on.
(2) Unless otherwise stated, individual offers are valid for 30 days; other offers are subject to change without notice.
(3) A contract is formed by acceptance of a written offer by Solarconsult within the period stipulated or through written order confirmation or by merchandise delivery at the latest.
(4) In regard to illustrations, drawings and descriptions contained in Solarconsult brochures, Solarconsult reserves the right of deviations as accepted by commercial practice that do not impair the usage as agreed by contract, without the customer being able to derive any claims. When in doubt, the brochures contents and all descriptions as well as Solarconsult’s declarations associated with this contract neither stipulate assumption of a guarantee nor expression of assured features. In case of doubt, only Solarconsult’s express written declaration regarding guarantee assumption is decisive.
(5) In regard to fixed-price contracts, Solarconsult is entitled to refuse fulfillment should the customer’s financial standing be significantly impaired and thus lead to jeopardized payment.

3. Cancellation Policy

(The following applies to distance selling contracts via means of distance communication, i.e. fax. email or telephone)
(1) The customer is entitled to cancel his contractual declaration in writing within a period of 14 days without having to state a reason (i.e. letter, fax, and email). The deadline starts with receipt of this notice at the earliest. It is sufficient to dispatch the cancellation within the deadline to safeguard the cancellation period. The cancellation notice is to be addressed to: Solarconsult AG, Alte Bahnlinie 8, D-71691, Germany, Fax +49 7141/29921-10, Email:
(2) In the case of a valid cancellation, already received goods and services by either party must be awarded back. The customer must eventually provide compensation if already received goods or services can be returned neither in whole or partially or only in deteriorated state. The obligation for compensation can be avoided by not using the object as your own and by refraining from undertaking anything that may be likely to reduce its value. Items suitable for delivery by parcel are to be returned. The customer bears the cost of returning the delivered merchandise when the merchandise supplied corresponds to the order and when the order value does not exceed 40.00 EUR. Otherwise, the return of merchandise is free of charge. Merchandise incapable of being sent as parcel will be picked up at the customer site free of charge.
(3) The right of cancellation does not apply to goods that have been customized or produced to meet customer specifications.

4 Delivery Deadlines / Delivery Delay / Impossibility / Shipping / Passage of Risk

(1) Deliveries are effected ex warehouse or registered office of the company Solarconsult for account of the customer.
(2) Delivery dates and delivery deadlines are only binding when they are confirmed in writing.
(3) Solarconsult is liable for all performance delays in the cases of intent or gross negligence in compliance with legal regulations. In other cases of performance delay, liability of Solarconsult is limited to 5 % for damages in addition to fulfillment and to 10 % for damages instead of fulfillment of the value to be delivered. Further customer claims - even after Solarconsult has been set a deadline through the customer - are ruled out. The aforementioned limitation does not apply to liability because of injury to life, body or health.
(4) As far as fulfillment is impossible, the customer is entitled to demand damages according to legal regulations. However, the customer claim is limited to damages in addition or instead of the service and on reimbursement due to unsuccessful fulfillment to 10 % of the value of the respective partially fulfilled good or service that is unusable due to impossibility of performance. Further customer claims due to impossibility of performance are ruled out. This limitation does not apply in the case of liability for intent, gross negligence or injury to life, body or health. The right of the customer to terminate the contract shall remain uneffected.
(5) Delivery deadlines shall be prolonged accordingly when force majeure or other obstacles arise that are beyond Solarconsult's responsibility. Solarconsult does not assume any procurement risk. This entitles to withdraw from contract, as far as Solarconsult has not received the deliverable although an according procurement contract had been concluded. Solarconsult will immediately inform the customer of the delayed merchandise availability and in the event of withdrawing from contract, reimburse the customer immediately in return.
(6) Solarconsult is entitled to partial delivery of individual contractual items or services and to invoice these separately.
(7) As far as merchandise shipping has been negotiated, shipment occurs at customer risk, also in reference to accidental loss.
(8) Upon customer request, the merchandise can be insured during transportation at customer expense.
(9) Solarconsult is entitled to raise a flat storage fee of 1 % of the merchandise price to be delivered, yet no more than 10 %, when merchandise delivery is delayed more than 2 weeks after the agreed delivery date due to customer request or when no exact delivery date has been agreed on after Solarconsult notifies delivery readiness. The customer is entitled to furnish proof that Solarconsult has suffered no or considerably lower damages. Solarconsult is entitled to furnish proof that a greater damage has been incurred.

5 Warranties and Liability

(1) Apparent defects must be claimed in writing and detail within one (1) week after delivery receipt against Solarconsult (not against our traveling salesmen or commercial travelers). Furthermore, the customer is obligated to report defects within 2 months after having detected such defects in writing to Solarconsult. Thereby, the customer must describe the defects in as much detail as possible. This provision does not constitute a limitation period regarding the customer’s rights regarding defects.
(2) As far as defects according to § 434 Bundesgestzbuch (BGB) [Article 434 German Civil Code] are concerned, the customer is primarily entitled to r of defects at his choice either by remedying the defect or receiving an unfaulty item, except in the case where remedy of defects is only possible on account of disproportionate cost. When remedying defects is disproportionate and Solarconsult denies remedying the defect on that account or due to other reasons or when remedying has failed twice, then the customer is entitled to legal warranty claims. The limitation period for the warranty claims: reduction of purchase price and withdrawal from contract is two (2) years, the claim for damages due to defects- irrespective of the legal basis - is one year.
(3) Solarconsult is liable in the cases of intent or gross negligence according to legal provisions. Apart from that, Solarconsult is only liable on account of the Produkthaftungsgesetz (Germany Product Liability Code) due to injury to life, body or health or due to culpable breach of essential contractual obligations, where a defect was maliciously concealed, or when a guarantee for the quality of the deliverable was given. Damage claims for the breach of essential contractual obligations however is limited to typical contractual predictable defects. Liability for damages to legally protected rights of the customer through the delivered item is ruled out. The provisions of sentence 3 and 4 of this paragraph do not apply as far as intent or gross negligence exists or because liability is covered for injury to life, body or health or due to culpable breach of essential contractual obligations, or where Solarconsult maliciously concealed a defect, or when a guarantee for the quality of the deliverable was given.
(4) The provision of the aforementioned paragraph 3 covers damage claims in addition to performance and damage claims instead of performance, irrespective of the legal basis, especially because of defects, breach of obligations regarding the obligatory relation or due to tort. It also covers claims for compensation due to futile expenditures. Liability due to delay is governed according to section 4 par. 3; liability for impossibility is governed according to section 4 par. 4.
(5) In addition, the following applies for the inverters "SolarInvert": The warranty incorporates repair at no cost or replacement of inverters that have defects that can verifiably be attributed to material defects and/or faulty production. This does not apply to: Defects due to missing or incomplete operating and testing reports by certified professionals (i.e., a company led by a foreman electrician); inappropriate or incorrect handling (i.e.; overload) and/or inappropriate or incorrect electrical or mechanical installation (i.e., resulting from an installation that was not carried out by a specialist); non-compliance with the assembly and connection instructions, as well as operating instructions; force major (i.e.; lightning strike). Liability is also not assumed for problems and disturbances originating from the public power supply. Manufacturer warranty claims and guarantees exceeding the granted warranty claims according to section 5 are not taken over. However, Solarconsult agrees to process such claims against the manufacturer without assuming any legal obligation.
(6) Solarconsult assumes liability for photovoltaic modules in accordance with section 5 of these General Terms and Conditions. In addition, manufacturer warranty claims and guarantees, as far as they exceed the granted warranty claims according to section 5, are not taken over. Solarconsult though, again without assuming any legal obligation, agrees to process such claims against the manufacturer.
(7) In any case, the period of limitation begins with the fulfillment of merchandise delivery.

6. Terms of Payment

(1) Payment is due in whole at delivery or acceptance. It is also due in the case that payment was agreed on at the time that Solarconsult advises the customer of readiness of merchandise for delivery. Payment at the time of invoice can only be effected or demanded if agreed on by contract. The customer shall find himself in delay without any further notice being made by Solarconsult 14 days after the date on which payment is due, provided he has not settled the invoice. In the event of defects, the customer shall have no right of retention unless the shipment is obviously defective and/or the customer is obviously entitled to reject the shipment; in such a case the customers right of retention of payment shall be limited to an amount reasonably reflecting the defects established and the anticipated costs for subsequent fulfillment of the contract (especially remedying the defect). The customer is not entitled to assume claims and rights on account of the defects if he has not effected payments due and the amount due is in no reasonable proportion to the value of the shipment and/or work affected by defects.
(2) The right is reserved to refuse checks and bills of exchange. Their acceptance is always on behalf of performance.
(3) In the case of delayed payment, Solarconsult is entitled to charge interest 9 % above the basic rate of the Deutschen Bundesbank (German Federal Bank). The customer is entitled to furnish proof that no damages occurred to Solarconsult or significantly less damage has been caused. Solarconsult is entitled to furnish proof that a greater loss has been incurred. This occurs notwithstanding further rights and claims for damages.
(4) Should payment not be effected within an additional grace period, then Solarconsult has the following rights:
a.) withdrawal from contract and claim of returns or not yet accepted merchandise and entitlement to handling expenses of 15 % of the gross purchase price, whereby Solarconsult is entitled to prove that a greater loss has been incurred and in this case which can additionally be claimed. Then again, the customer is entitled to furnish proof that Solarconsult incurred no damages or significantly less damage has been caused. As far as the contract concerned contains the production of project-related or customized components, Solarconsult is entitled to claim processing costs of 20% of the gross price of these components. This again reserves Solarconsult the right to prove that a greater damage has been incurred. The customer has the right to prove Solarconsult incurred no or significantly lower damage.
b.) demand of pre-payment or security furnishment for not yet accepted or not yet delivered merchandise and/or
c.) cancel all (further) not yet processed contracts after an unsuccessful grace period und claim damage for non-performance, and
d.) commission an external debt collection agency or law firm.
(5) Solarconsult is solely entitled to specify payment provisions regarding older customer debts and outstanding payments. Possible contrary customer provisions are not valid.

7 Reservation of Ownership / Transfer of Ownership

(1) Solarconsult reserves the right of merchandise ownership until complete payment of all outstanding debts resulting from the respective contract and all existing debts at the time of contract formation have been effected.
(2) If the merchandise is seized by a third party, confiscated or otherwise claimed, the customer must immediately advise the third party of the reservation of ownership and promptly inform Solarconsult of the claim.
(3) Merchandise delivered under retention may be sold in the course of business with a reservation of title. The customer now already transfers future claims arising from the resale of merchandise delivered under the reservation of ownership with its respective invoice value until complete payment of all debts are effected to Solarconsult. Herewith, Solarconsult accepts this transfer.
(4) In the event of breach of obligation through the customer, especially in the case of delayed payment, Solarconsult is entitled to demand return of the deliverable without notice and or terminate the contract. The customer is obligated to return the merchandise. Unless otherwise stated, the demand of merchandise return does not constitute a withdrawal from contract through Solarconsult.

8 Place of Fulfillment/Applicable Law

(1) Place of payment fulfillment is the headquarters of Solarconsult.
(2) The laws of the Federal Republic of Germany apply.

9. Miscellaneous

(1) Is one of the aforementioned General Terms and Conditions ineffective, the remaining General Terms and Conditions remain unaffected. In lieu of an invalid provision, a provision coming closest concerning legal and commercial practice shall be considered as agreed.
(2) Customer data in conjunction with customer business is stored according to the Bundesdatenschutzgesetz (German Data Protection Act).