1. Application of the terms and conditions
1. All deliveries/services of GE4A Group B.V. will be rendered exclusively on the basis of the following terms and conditions.
2. We do not recognize and hereby expressly object to any conflicting general terms and conditions of contracting entities or purchasers/customers.
3. Any modifications or amendments to these terms and conditions must be made in writing to be legally effective.
2. Offer and conclusion of contract
1. The offers of GE4A Group B.V. are subject to change without notice and non-binding.
2. We reserve the right to make technical changes to the components or to implement further technical developments within the scope of what is reasonable.
3. Declarations of acceptance and purchase orders shall require confirmation by GE4A Group B.V. in writing or by letter.
4. Drawings, illustrations, dimensions, weights or other performance data are non-binding unless expressly agreed in writing.
5. The employees of GE4A Group B.V. are not authorized to make verbal secondary agreements or to give verbal assurances that are not included in the written contract.
3. Pricing
1. Unless otherwise specified, GE4A Group B.V. agrees to be bound to the prices in its quotations for a period of seven (7) days from the date of the quotation. Otherwise, the prices stated in the order confirmation of GE4A Group B.V. shall apply, plus the respective statutory value added tax, customs duties, and other fees. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, prices are quoted EXW or CIF for the sale of materials/components (without assembly), including standard packaging. When purchasing a PV system, additional costs will be charged for assembly, shipping and handling.
4. Time of delivery and performance
1. Delivery dates or deadlines must be agreed in writing to be legally effective.
2. Even in the case of bindingly agreed deadlines and delivery dates, GE4A Group B.V. will not be responsible for delays in delivery and performance due to events of a force majeure nature or events which significantly impede or render impossible GE4A Group B.V.'s ability to deliver, including, but not limited to strikes, lockouts, official orders, etc., even if these events of force majeure affect GE4A Group B.V.'s suppliers or their sub-suppliers. Such events of a force majeure nature shall entitle GE4A Group B.V. to postpone the delivery and/or performance for the duration of the impediment plus a reasonable start-up time, or to cancel the contract wholly or in part in respect of the part of the contract not yet performed. If GE4A Group B.V.'s machines break down, GE4A Group B.V. will not be liable for damages.
3. If the impediment lasts longer than three (3) months, the purchaser/customer shall be entitled, after setting a reasonable grace period, to declare its withdrawal from the contract in respect of the part of the contract not yet performed. If the delivery time is extended or if GE4A Group B.V. is released from its delivery obligation, the purchaser/customer may not derive any claims to compensation from such extension or release. GE4A Group B.V. need only invoke the aforementioned circumstances if it has notified the purchaser/customer without delay.
4. GE4A Group B.V. may at any time make partial deliveries and/or render partial services at its absolute discretion.
5. Compliance with GE4A Group B.V.'s delivery and performance obligations shall be conditional upon the timely and proper fulfillment of the purchaser's/customer's obligations.
6. If the purchaser/customer is in default of acceptance, GE4A Group B.V. shall be entitled to demand compensation for the damage sustained; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the purchaser/customer.
7. If the purchaser/customer fails to perform acts of cooperation which are necessary for compliance with the deadlines and/or delivery dates, or fails to perform them in good time, the deadlines shall be extended accordingly by the period of the impediment. The foregoing shall also apply in cases where GE4A Group B.V. is materially prevented from meeting its deadlines and/or delivery dates. However, the foregoing shall not apply if GE4A Group B.V. is responsible for the delay. Agreements on delivery dates and deadlines are subject to the proviso that GE4A Group B.V.'s suppliers or cooperation partners are actually fulfilling their obligations and that GE4A Group B.V. will not be held responsible for any non-fulfillment on their part.
5. Purchaser's/customer's duties
1. The purchaser/customer shall ensure at its own expense and under its own responsibility that assembly, installation or commissioning can be started in accordance with the agreement and carried out without interruption.
2. It is also the purchaser's/customer's responsibility, before commencement of the installation, to ensure and prove at its own expense that the structural requirements for installing the system are duly met, including an adequate static load safety factor. The purchaser/customer shall also ensure the presence/installation of a light shield adequately designed for the future/intended use of the PV system. The purchaser/customer shall also determine at its own initiative and expense whether or not a lightning protection is required for the tariff area on which the PV system is to be erected and whether such lightning protection should be installed or extended as a result of the erection of the PV system. If lightning protection is required or if the existing lightning protection needs to be extended due to the installation of the PV system, the purchaser/customer shall do so at its own expense and under its own responsibility.
3. The purchaser/customer shall make sure of a sufficiently paved access road and unrestricted access to the installation site.
6. Retention of ownership title
1. Until all claims (including all unsettled balances from current account) to which GE4A Group B.V. is entitled against the purchaser/customer for whatever cause in law, now or in the future, have been satisfied, GE4A Group B.V. shall be granted the following collaterals which GE4A Group B.V. may release at its own discretion insofar as the collaterals' value exceeds the outstanding claims by more than 20% in the long term.
2. The goods remain the property of GE4A Group B.V. Processing or transformation shall always be carried out for GE4A Group B.V. as the manufacturer, but without resulting in any obligations for GE4A Group B.V.. Should GE4A Group B.V.'s ownership be dissolved by combination, then it is hereby agreed that the purchaser's/customer's ownership of the jointly owned item shall pass to GE4A Group B.V. on a pro-rata basis (invoice value), whereas the purchaser/customer agrees to safekeep GE4A Group B.V.'s property free of charge for GE4A Group B.V. Goods to which GE4A Group B.V. has a right of ownership are hereinafter referred to as reserved goods.
3. The purchaser/customer is entitled to process and sell the reserved goods in the ordinary course of business as long as it is not in default of payment. Pledging or transfer of ownership by way of collateral is not permitted. The purchaser/customer hereby assigns to GE4A Group B.V. in full, by way of collateral, any claims arising from the resale or any other cause in law (insurance claim, claim under tort law) with regard to the reserved goods (including all unsettled balances from current account). GE4A Group B.V. revocably authorizes the purchaser/customer to collect the claims assigned to GE4A Group B.V. for its account in its own name. This collection authorization can only be revoked if the purchaser/customer does fails to properly meet its payment obligations.
4. In case of third-party access to the goods subject to retention of ownership title, particularly in case of seizure, the purchaser/customer shall point out GE4A Group B.V.'s ownership and shall notify GE4A Group B.V. immediately so as to enable GE4A Group B.V. to enforce its ownership rights. If the third party is not able to refund GE4A Group B.V. for the judicial and extra-judicial costs incurred in the assertion of its title rights, the purchaser/customer shall be liable for such.
5. If the purchaser's/customer's conduct is in breach of the contract - in particular in the event of default in payment - GE4A Group B.V. shall be entitled to declare its withdrawal from the contract and to demand the surrender of the goods subject to retention of ownership title. The costs of removal and installation, in particular of any modification to the components caused by the installation, shall be borne by the purchaser/customer. Further rights/claims of GE4A Group B.V. shall remain unaffected.
6. It has a duty to keep all components in a defect-free condition until the transfer of ownership to the purchaser/customer. In addition, it has a duty insure the components against the usual risks (e.g., theft, vandalism, etc.) at its own expense. Storage is always at the risk of the purchaser/customer.
7. Passing of risk
7.1 If materials/components are purchased exclusive of assembly, the risk shall pass to the purchaser/customer as soon as the consignment has been handed over to the person performing the transport or has left GE4A Group B.V.'s warehouse for shipping. GE4A Group B.V. will notify readiness for shipment by Email. The risk will transfer to the purchaser/customer at that point. If the shipment is delayed due to the purchaser's/customer's fault, the risk shall pass to it upon notification of readiness for shipment.
7.2 If a PV system is purchased inclusive of assembly, the risk shall pass to the purchaser/customer on handover of the goods for storage at the construction site.
8. Purchaser's/customer's rights on account of defects,
Cancellation of the contract
1. On delivery, the products shall be free from manufacturing defects and defects in materials. The deadline for asserting claims for defects shall be one (2) year from the date of delivery/handover or acceptance granted in the form of a written acceptance certificate. For refurbished PV solar panels, no warranty is given for optical defects that do not affect the panels' function.
2. When placing its purchaser order, the purchaser/customer of solar panels to be refurbished agrees to accept possible optical changes due to technical reasons which were not present during processing. No claims for damages or deductions from the agreed price due to optical impairments will be accepted.
3. If operating and maintenance instructions of GE4A Group B.V. are not followed, or changes are made to the products, or parts are replaced or consumable materials are used which do not comply with the original specifications, any claims for defects in the products shall lapse unless the purchaser/customers refutes a reasonably substantiated claim that the defect was caused by one of these circumstances.
4. The purchaser/customer shall notify GE4A Group B.V. of any defects in writing without delay, but no later than one week after receipt of the delivery item. Defects which cannot be discovered within this period even after careful inspection shall be notified to GE4A Group B.V. in writing immediately after discovery.
5. GE4A Group B.V. agrees to provide warranty for defects of the materials/components or the installed PV system and has the option to remedy defects by repairing or replacing the goods. If and when the subsequent performance fails, the purchaser/customer is entitled, at its discretion, to demand a reduction of the remuneration (compensation) without cancellation of the contract (withdrawal). However, if only a minor breach of contract has occurred, in particular in the event of only minor defects, the purchaser/customer shall not be entitled to withdraw from the contract. If the
purchaser/customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, it shall not be entitled to any additional claim for damages due to the defect. If the purchaser/customer chooses compensation for damages after the subsequent performance has failed, the defective materials/components or the PV system shall remain with the purchaser,
provided this is reasonable. The compensation for damages shall be limited to the difference between the purchase price and the value of the defective item. With respect to the quality of the goods, as a rule the manufacturer's product description shall be deemed agreed. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description
of the quality of the components/modules or the PV system.
7. Both GE4A Group B.V. and the purchaser/customer have the right to withdraw from the contract for the following reasons:
- in case of a proven delay in delivery by GE4A Group B.V.'s suppliers by more than 3 1⁄2 months, compared to the agreed delivery time.
- in case of a proven price increase on the suppliers' end for the products/components quoted in GE4A Group B.V.'s offer, by more than 4% compared to the total amount quoted for the installation/purchase order.
Accordingly, the purchaser/customer cannot derive any claims from the withdrawal from the contract, unless the circumstances leading to the withdrawal are based on an intentional or grossly negligent breach of duty on the part of GE4A Group B.V. or its representatives/ vicarious agents.
8. The purchaser/customer must arrange for the PV system to be serviced by a qualified specialist during the warranty period. The purchaser/customer shall prohibit unauthorized and unqualified persons from entering the plant. GE4A Group B.V. will not be held liable for any damages to the materials/components or the PV system caused by improper and/or insufficient maintenance.
9. Only the direct purchaser/customer shall be entitled to make claims for defects against GE4A Group B.V., and such claims shall not be assignable.
9. Payment
1. Unless otherwise agreed, GE4A Group B.V.'s invoices shall be payable without deduction within two (2) days of the invoice date. The date the payment was credited to the account will be used to determine whether the payment was made on time. Despite any provisions to the contrary, GE4A Group B.V. has the right to offset against the purchaser's/customer's older debts and will inform the purchaser/customer of the offset method used. If expenses have already been incurred or interest is already due, GE4A Group B.V. shall be entitled to credit any payment initially against the expenses, subsequently against the interest, and finally against the main account.
2. If the purchaser/customer is in default, GE4A Group B.V. shall be entitled to charge interest up to at least 8 percentage points above the base interest rate. In case of higher bank interest rates, these are to be paid.
3. If GE4A Group B.V. becomes aware of circumstances which cast doubt on purchaser's/customer's creditworthiness, especially if a cheque issued by the purchaser/customer cannot be honored or if the purchaser ceases to make payments, or if GE4A Group B.V. becomes aware of other circumstances which cast doubt on purchaser's/customer's creditworthiness, GE4A Group B.V. shall be entitled to declare that the whole of the outstanding debt is immediately payable. GE4A Group B.V. shall be entitled to demand advance payments or collaterals, or if GE4A Group B.V. becomes aware of other circumstances which cast doubt on purchaser's/customer's creditworthiness, GE4A Group B.V. shall be entitled to declare that the whole of the outstanding debt is immediately payable. GE4A Group B.V. is entitled to demand advance payments or collaterals. Set-off by the purchaser/customer is permitted only with claims that are undisputed or have been upheld by final decision of a court of competent jurisdiction. If the purchaser/customer claims a right of retention or
reduction, the purchaser/customer may retain payments only up to the amount of the actual damage sustained. The deduction of a discount is only possible with GE4A Group B.V.'s express written consent.
If the purchaser/customer has received an advance payment guarantee from GE4A Group B.V. concurrently with its advance payment of the purchase price, this must be returned immediately, but no later than five (5) working days after delivery of the materials/components in the amount of the guarantee.
10. Acceptance/handover
Acceptance shall be carried out by the purchaser/customer, handover by GE4A Group B.V. upon delivery of the components or set-up of the
PV system in accordance with the contract. Acceptance/handover shall be deemed to have taken place if the purchaser/customer fails to accept the system within a reasonable deadline set by GE4A Group B.V. for this purpose, although the purchaser/customer is obliged to do so. GE4A Group B.V. may decide to be represented by third parties commissioned by GE4A Group B.V. when carrying out the acceptance/handover and signing the handover/acceptance certificate.
Acceptance/handover shall also be deemed to have taken place if the plant was put into operation by the purchaser/customer without reservations.
A record of the acceptance/handover shall be prepared and signed by both contracting parties. The purchaser/customer may only refuse acceptance in case of significant defects.
If the purchaser/customer refuses to sign the acceptance certificate, the time limit will begin to run from the moment the installation is completed by GE4A Group B.V. and the acceptance certificate is signed by an employee of GE4A Group B.V. From that point, GE4A Group B.V.'s invoice becomes due for payment.
11. Return policy
GE4A Group B.V. hereby promises the customer to take back all PV solar panels manufactured/refurbished by GE4A Group B.V. and used in the customer's project after they have reached the end of their use, or reached the end of their life, and to collect them either at the registered office of GE4A Group B.V. or at a collection point designated by GE4A Group B.V. , but not farther than within a radius of 50 km, and to dispose of them properly and free of charge for the customer. GE4A Group B.V. will only take back the solar panels if the customer returns them in complete condition, i.e., together with the cables and - in the case of framed solar panels - together with the frame. GE4A Group B.V. may decide to have its return and disposal obligation fulfilled either by a third party or within the scope of a general return system.
12. Liability
No claims for damages will be accepted, irrespective of the type of breach of duty, including tort, except in cases of intent or gross negligence. In case of a breach of fundamental contractual obligations, however, GE4A Group B.V.'s liability for any negligence will be limited to the amount of the foreseeable damage. GE4A Group B.V. will not be held liable for lost profits, for gainless expenditures, for recourse or damages occurred to third parties as well as for other indirect or_x000D_ consequential damages, unless a characteristic attribute (which has been guaranteed by GE4A Group B.V.) actually aims at safeguarding the purchaser/customer against such damages and/or expenditures.
3. The limitations and exclusions of liability in paragraphs 1 and 2 shall not apply to claims which have arisen due to fraudulent conduct on the part of GE4A Group B.V., or in the case of liability for guaranteed characteristics, or for claims under the Product Liability Act, or for damages arising from injury to life, body or health.
4. Insofar as GE4A Group B.V.'s liability is excluded or limited, this exclusion or limitation shall also apply to GE4A Group B.V.'s blue-collar and white-collar employees, representatives, and vicarious agents.
13. Applicable law, place of venue, partial invalidity
The laws of the Federal Republic of Germany shall govern both these Terms and Conditions and the entire legal relationship between GE4A Group B.V. and the purchaser/customer. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. If the purchaser/customer is a merchant, or a legal entity under public law, or a special fund under public law, Weiden shall be the exclusive place of jurisdiction for all damages arising directly or indirectly from this contractual relationship.
Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.
1. Application of the terms and conditions
1. All deliveries/services of GE4A Group B.V. will be rendered exclusively on the basis of the following terms and conditions.
2. We do not recognize and hereby expressly object to any conflicting general terms and conditions of contracting entities or purchasers/customers.
3. Any modifications or amendments to these terms and conditions must be made in writing to be legally effective.
2. Offer and conclusion of contract
1. The offers of GE4A Group B.V. are subject to change without notice and non-binding.
2. We reserve the right to make technical changes to the components or to implement further technical developments within the scope of what is reasonable.
3. Declarations of acceptance and purchase orders shall require confirmation by GE4A Group B.V. in writing or by letter.
4. Drawings, illustrations, dimensions, weights or other performance data are non-binding unless expressly agreed in writing.
5. The employees of GE4A Group B.V. are not authorized to make verbal secondary agreements or to give verbal assurances that are not included in the written contract.
3. Pricing
1. Unless otherwise specified, GE4A Group B.V. agrees to be bound to the prices in its quotations for a period of seven (7) days from the date of the quotation. Otherwise, the prices stated in the order confirmation of GE4A Group B.V. shall apply, plus the respective statutory value added tax, customs duties, and other fees. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, prices are quoted EXW or CIF for the sale of materials/components (without assembly), including standard packaging. When purchasing a PV system, additional costs will be charged for assembly, shipping and handling.
4. Time of delivery and performance
1. Delivery dates or deadlines must be agreed in writing to be legally effective.
2. Even in the case of bindingly agreed deadlines and delivery dates, GE4A Group B.V. will not be responsible for delays in delivery and performance due to events of a force majeure nature or events which significantly impede or render impossible GE4A Group B.V.'s ability to deliver, including, but not limited to strikes, lockouts, official orders, etc., even if these events of force majeure affect GE4A Group B.V.'s suppliers or their sub-suppliers. Such events of a force majeure nature shall entitle GE4A Group B.V. to postpone the delivery and/or performance for the duration of the impediment plus a reasonable start-up time, or to cancel the contract wholly or in part in respect of the part of the contract not yet performed. If GE4A Group B.V.'s machines break down, GE4A Group B.V. will not be liable for damages.
3. If the impediment lasts longer than three (3) months, the purchaser/customer shall be entitled, after setting a reasonable grace period, to declare its withdrawal from the contract in respect of the part of the contract not yet performed. If the delivery time is extended or if GE4A Group B.V. is released from its delivery obligation, the purchaser/customer may not derive any claims to compensation from such extension or release. GE4A Group B.V. need only invoke the aforementioned circumstances if it has notified the purchaser/customer without delay.
4. GE4A Group B.V. may at any time make partial deliveries and/or render partial services at its absolute discretion.
5. Compliance with GE4A Group B.V.'s delivery and performance obligations shall be conditional upon the timely and proper fulfillment of the purchaser's/customer's obligations.
6. If the purchaser/customer is in default of acceptance, GE4A Group B.V. shall be entitled to demand compensation for the damage sustained; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the purchaser/customer.
7. If the purchaser/customer fails to perform acts of cooperation which are necessary for compliance with the deadlines and/or delivery dates, or fails to perform them in good time, the deadlines shall be extended accordingly by the period of the impediment. The foregoing shall also apply in cases where GE4A Group B.V. is materially prevented from meeting its deadlines and/or delivery dates. However, the foregoing shall not apply if GE4A Group B.V. is responsible for the delay. Agreements on delivery dates and deadlines are subject to the proviso that GE4A Group B.V.'s suppliers or cooperation partners are actually fulfilling their obligations and that GE4A Group B.V. will not be held responsible for any non-fulfillment on their part.
5. Purchaser's/customer's duties
1. The purchaser/customer shall ensure at its own expense and under its own responsibility that assembly, installation or commissioning can be started in accordance with the agreement and carried out without interruption.
2. It is also the purchaser's/customer's responsibility, before commencement of the installation, to ensure and prove at its own expense that the structural requirements for installing the system are duly met, including an adequate static load safety factor. The purchaser/customer shall also ensure the presence/installation of a light shield adequately designed for the future/intended use of the PV system. The purchaser/customer shall also determine at its own initiative and expense whether or not a lightning protection is required for the tariff area on which the PV system is to be erected and whether such lightning protection should be installed or extended as a result of the erection of the PV system. If lightning protection is required or if the existing lightning protection needs to be extended due to the installation of the PV system, the purchaser/customer shall do so at its own expense and under its own responsibility.
3. The purchaser/customer shall make sure of a sufficiently paved access road and unrestricted access to the installation site.
6. Retention of ownership title
1. Until all claims (including all unsettled balances from current account) to which GE4A Group B.V. is entitled against the purchaser/customer for whatever cause in law, now or in the future, have been satisfied, GE4A Group B.V. shall be granted the following collaterals which GE4A Group B.V. may release at its own discretion insofar as the collaterals' value exceeds the outstanding claims by more than 20% in the long term.
2. The goods remain the property of GE4A Group B.V. Processing or transformation shall always be carried out for GE4A Group B.V. as the manufacturer, but without resulting in any obligations for GE4A Group B.V.. Should GE4A Group B.V.'s ownership be dissolved by combination, then it is hereby agreed that the purchaser's/customer's ownership of the jointly owned item shall pass to GE4A Group B.V. on a pro-rata basis (invoice value), whereas the purchaser/customer agrees to safekeep GE4A Group B.V.'s property free of charge for GE4A Group B.V. Goods to which GE4A Group B.V. has a right of ownership are hereinafter referred to as reserved goods.
3. The purchaser/customer is entitled to process and sell the reserved goods in the ordinary course of business as long as it is not in default of payment. Pledging or transfer of ownership by way of collateral is not permitted. The purchaser/customer hereby assigns to GE4A Group B.V. in full, by way of collateral, any claims arising from the resale or any other cause in law (insurance claim, claim under tort law) with regard to the reserved goods (including all unsettled balances from current account). GE4A Group B.V. revocably authorizes the purchaser/customer to collect the claims assigned to GE4A Group B.V. for its account in its own name. This collection authorization can only be revoked if the purchaser/customer does fails to properly meet its payment obligations.
4. In case of third-party access to the goods subject to retention of ownership title, particularly in case of seizure, the purchaser/customer shall point out GE4A Group B.V.'s ownership and shall notify GE4A Group B.V. immediately so as to enable GE4A Group B.V. to enforce its ownership rights. If the third party is not able to refund GE4A Group B.V. for the judicial and extra-judicial costs incurred in the assertion of its title rights, the purchaser/customer shall be liable for such.
5. If the purchaser's/customer's conduct is in breach of the contract - in particular in the event of default in payment - GE4A Group B.V. shall be entitled to declare its withdrawal from the contract and to demand the surrender of the goods subject to retention of ownership title. The costs of removal and installation, in particular of any modification to the components caused by the installation, shall be borne by the purchaser/customer. Further rights/claims of GE4A Group B.V. shall remain unaffected.
6. It has a duty to keep all components in a defect-free condition until the transfer of ownership to the purchaser/customer. In addition, it has a duty insure the components against the usual risks (e.g., theft, vandalism, etc.) at its own expense. Storage is always at the risk of the purchaser/customer.
7. Passing of risk
7.1 If materials/components are purchased exclusive of assembly, the risk shall pass to the purchaser/customer as soon as the consignment has been handed over to the person performing the transport or has left GE4A Group B.V.'s warehouse for shipping. GE4A Group B.V. will notify readiness for shipment by Email. The risk will transfer to the purchaser/customer at that point. If the shipment is delayed due to the purchaser's/customer's fault, the risk shall pass to it upon notification of readiness for shipment.
7.2 If a PV system is purchased inclusive of assembly, the risk shall pass to the purchaser/customer on handover of the goods for storage at the construction site.
8. Purchaser's/customer's rights on account of defects,
Cancellation of the contract
1. On delivery, the products shall be free from manufacturing defects and defects in materials. The deadline for asserting claims for defects shall be one (2) year from the date of delivery/handover or acceptance granted in the form of a written acceptance certificate. For refurbished PV solar panels, no warranty is given for optical defects that do not affect the panels' function.
2. When placing its purchaser order, the purchaser/customer of solar panels to be refurbished agrees to accept possible optical changes due to technical reasons which were not present during processing. No claims for damages or deductions from the agreed price due to optical impairments will be accepted.
3. If operating and maintenance instructions of GE4A Group B.V. are not followed, or changes are made to the products, or parts are replaced or consumable materials are used which do not comply with the original specifications, any claims for defects in the products shall lapse unless the purchaser/customers refutes a reasonably substantiated claim that the defect was caused by one of these circumstances.
4. The purchaser/customer shall notify GE4A Group B.V. of any defects in writing without delay, but no later than one week after receipt of the delivery item. Defects which cannot be discovered within this period even after careful inspection shall be notified to GE4A Group B.V. in writing immediately after discovery.
5. GE4A Group B.V. agrees to provide warranty for defects of the materials/components or the installed PV system and has the option to remedy defects by repairing or replacing the goods. If and when the subsequent performance fails, the purchaser/customer is entitled, at its discretion, to demand a reduction of the remuneration (compensation) without cancellation of the contract (withdrawal). However, if only a minor breach of contract has occurred, in particular in the event of only minor defects, the purchaser/customer shall not be entitled to withdraw from the contract. If the
purchaser/customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, it shall not be entitled to any additional claim for damages due to the defect. If the purchaser/customer chooses compensation for damages after the subsequent performance has failed, the defective materials/components or the PV system shall remain with the purchaser,
provided this is reasonable. The compensation for damages shall be limited to the difference between the purchase price and the value of the defective item. With respect to the quality of the goods, as a rule the manufacturer's product description shall be deemed agreed. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description
of the quality of the components/modules or the PV system.
7. Both GE4A Group B.V. and the purchaser/customer have the right to withdraw from the contract for the following reasons:
- in case of a proven delay in delivery by GE4A Group B.V.'s suppliers by more than 3 1⁄2 months, compared to the agreed delivery time.
- in case of a proven price increase on the suppliers' end for the products/components quoted in GE4A Group B.V.'s offer, by more than 4% compared to the total amount quoted for the installation/purchase order.
Accordingly, the purchaser/customer cannot derive any claims from the withdrawal from the contract, unless the circumstances leading to the withdrawal are based on an intentional or grossly negligent breach of duty on the part of GE4A Group B.V. or its representatives/ vicarious agents.
8. The purchaser/customer must arrange for the PV system to be serviced by a qualified specialist during the warranty period. The purchaser/customer shall prohibit unauthorized and unqualified persons from entering the plant. GE4A Group B.V. will not be held liable for any damages to the materials/components or the PV system caused by improper and/or insufficient maintenance.
9. Only the direct purchaser/customer shall be entitled to make claims for defects against GE4A Group B.V., and such claims shall not be assignable.
9. Payment
1. Unless otherwise agreed, GE4A Group B.V.'s invoices shall be payable without deduction within two (2) days of the invoice date. The date the payment was credited to the account will be used to determine whether the payment was made on time. Despite any provisions to the contrary, GE4A Group B.V. has the right to offset against the purchaser's/customer's older debts and will inform the purchaser/customer of the offset method used. If expenses have already been incurred or interest is already due, GE4A Group B.V. shall be entitled to credit any payment initially against the expenses, subsequently against the interest, and finally against the main account.
2. If the purchaser/customer is in default, GE4A Group B.V. shall be entitled to charge interest up to at least 8 percentage points above the base interest rate. In case of higher bank interest rates, these are to be paid.
3. If GE4A Group B.V. becomes aware of circumstances which cast doubt on purchaser's/customer's creditworthiness, especially if a cheque issued by the purchaser/customer cannot be honored or if the purchaser ceases to make payments, or if GE4A Group B.V. becomes aware of other circumstances which cast doubt on purchaser's/customer's creditworthiness, GE4A Group B.V. shall be entitled to declare that the whole of the outstanding debt is immediately payable. GE4A Group B.V. shall be entitled to demand advance payments or collaterals, or if GE4A Group B.V. becomes aware of other circumstances which cast doubt on purchaser's/customer's creditworthiness, GE4A Group B.V. shall be entitled to declare that the whole of the outstanding debt is immediately payable. GE4A Group B.V. is entitled to demand advance payments or collaterals. Set-off by the purchaser/customer is permitted only with claims that are undisputed or have been upheld by final decision of a court of competent jurisdiction. If the purchaser/customer claims a right of retention or
reduction, the purchaser/customer may retain payments only up to the amount of the actual damage sustained. The deduction of a discount is only possible with GE4A Group B.V.'s express written consent.
If the purchaser/customer has received an advance payment guarantee from GE4A Group B.V. concurrently with its advance payment of the purchase price, this must be returned immediately, but no later than five (5) working days after delivery of the materials/components in the amount of the guarantee.
10. Acceptance/handover
Acceptance shall be carried out by the purchaser/customer, handover by GE4A Group B.V. upon delivery of the components or set-up of the
PV system in accordance with the contract. Acceptance/handover shall be deemed to have taken place if the purchaser/customer fails to accept the system within a reasonable deadline set by GE4A Group B.V. for this purpose, although the purchaser/customer is obliged to do so. GE4A Group B.V. may decide to be represented by third parties commissioned by GE4A Group B.V. when carrying out the acceptance/handover and signing the handover/acceptance certificate.
Acceptance/handover shall also be deemed to have taken place if the plant was put into operation by the purchaser/customer without reservations.
A record of the acceptance/handover shall be prepared and signed by both contracting parties. The purchaser/customer may only refuse acceptance in case of significant defects.
If the purchaser/customer refuses to sign the acceptance certificate, the time limit will begin to run from the moment the installation is completed by GE4A Group B.V. and the acceptance certificate is signed by an employee of GE4A Group B.V. From that point, GE4A Group B.V.'s invoice becomes due for payment.
11. Return policy
GE4A Group B.V. hereby promises the customer to take back all PV solar panels manufactured/refurbished by GE4A Group B.V. and used in the customer's project after they have reached the end of their use, or reached the end of their life, and to collect them either at the registered office of GE4A Group B.V. or at a collection point designated by GE4A Group B.V. , but not farther than within a radius of 50 km, and to dispose of them properly and free of charge for the customer. GE4A Group B.V. will only take back the solar panels if the customer returns them in complete condition, i.e., together with the cables and - in the case of framed solar panels - together with the frame. GE4A Group B.V. may decide to have its return and disposal obligation fulfilled either by a third party or within the scope of a general return system.
12. Liability
No claims for damages will be accepted, irrespective of the type of breach of duty, including tort, except in cases of intent or gross negligence. In case of a breach of fundamental contractual obligations, however, GE4A Group B.V.'s liability for any negligence will be limited to the amount of the foreseeable damage. GE4A Group B.V. will not be held liable for lost profits, for gainless expenditures, for recourse or damages occurred to third parties as well as for other indirect or_x000D_ consequential damages, unless a characteristic attribute (which has been guaranteed by GE4A Group B.V.) actually aims at safeguarding the purchaser/customer against such damages and/or expenditures.
3. The limitations and exclusions of liability in paragraphs 1 and 2 shall not apply to claims which have arisen due to fraudulent conduct on the part of GE4A Group B.V., or in the case of liability for guaranteed characteristics, or for claims under the Product Liability Act, or for damages arising from injury to life, body or health.
4. Insofar as GE4A Group B.V.'s liability is excluded or limited, this exclusion or limitation shall also apply to GE4A Group B.V.'s blue-collar and white-collar employees, representatives, and vicarious agents.
13. Applicable law, place of venue, partial invalidity
The laws of the Federal Republic of Germany shall govern both these Terms and Conditions and the entire legal relationship between GE4A Group B.V. and the purchaser/customer. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. If the purchaser/customer is a merchant, or a legal entity under public law, or a special fund under public law, Weiden shall be the exclusive place of jurisdiction for all damages arising directly or indirectly from this contractual relationship.
Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.