General trading conditions
General trading conditions (GTC)
valid starting from 01.02.2004
1. General information
These trading conditions apply to all deliveries and services of the SonnenEnergie GmbH. Contradictionary and deviating conditions from our AGB are not recognized, unless we have expressly agreed in writing. Our AGB is valid, even if we, in knowledge of opposing or deviating conditions of the customer, make the delivery to him unconditionally.
For future trading conditions only the following regulations are valid. All sub-agreements require writing. All agreements, which are made between us and the customer for the execution of the present contract, are written into this contract.
2. Offer and conclusion
2.1 Our offers are not-binding.
2.2 Conclusions and agreements only become binding for us by our written confirmation of the order.
3. Prices and terms of payment
3.1 The prices are understood ex factory excluding value added tax and transport insurance as well as packing. With goods, which do not have a list price, the current market price of the distribution is valid.
3.2 We reserve the right to increase our prices to a reasonable extent if prices rise or fall after contracts have been made due to, in particular, wage settlements or material price changes. Evidence of the same will be provided to the purchaser on request.
3.3 The deduction of discount payment requires special written agreement.
3.4 If the order confirmation does not show differently, then the net purchasing price (without deduction) is due for payment within 10 days after invoice date. The legal regulations for the delay of payments are valid.
3.5 The orderer cannot due to any counterclaims, no matter on which argument they are based, withhold the payment and/or offset against our demands.
3.6 Changes and checks are only accepted as payment, if agreed. The orderer has to pay the bank-lateral cost and expenses which are resulting here.
4. Supplies
4.1 The deliveries are made unfreely ex factory. With dispatch by shipping company. The commodity is transport-insured. When dispatching by post office, DPP, UPS etc. the standard insurance of the offerers is valid.
4.2 Special executions are excluded from cancelling and return.
4.3 The period for delivery begins with the sending of the order confirmation. It is kept, if up to its expiration the delivery article left the factory or the ready for dispatch shank is communicated. The time for delivery extends appropriately in measures in the context of labor disputes, in particular strike and lockout, as well as with the entrance of unexpected obstacles, which lie outside of the will of the supplier, this is valid also for subcontractors of the supplier.
4.4 If the buyer is in default of acceptance or if he negligently violates any other duties to cooperate, we are entitled to demand reparation of the damage incurred, including any additional expenditure. We reserve the right for further contractual claims.
4.5 If the conditions listed in section 4.4 apply, the risk of an accidental loss or an accidental deterioration of the object of sale is passed to the buyer as soon as the buyer is in default of acceptance or in default of payment.
5. Retention of title
5.1 The goods remain our property up to the complete payment of the purchase price debt as well as all demands developed from current business relations (balance reservation). The assertion of the reservation as to ownership, as well as the distraint on the item for delivery by us do not count as withdrawal from the contract, provided that Installment Purchase Law does not apply. Before the complete payment pledging and transfers by way of security of the commodity on third are inadmissible. With pledging or other interferences of third the orderer has to inform us immediately.
5.2 If the orderer processes the delivery for third himself, he gives up his work wage demands of the third to the supplier until the payment is complete. He is obligated by request of the supplier to communicate the names and address of its client within 5 working-days as well as reporting about the transfer taken place.
5.3 The orderer shall be entitled to resell the goods within the frame of legitimate practices. He is obligated to further-sell the reserved goods under reservation of title if the commodity is not paid immediately by third solicitors. If the orderer stops the payment, then the authorization for the further sale is void. Processing or reorganization of reservation objects by the orderer is always done for us. If the reservation object is processed with other us not belonging articles or mixes, then we acquire the co-ownership at the new object in the relationship of the value of the reservation object to the others of the orderer processed or mixed articles.
6. Passage of the risk
6.1 The danger of the coincidental fall of the commodity goes to the orderer, as soon as the delivery is brought on the way to the orderer, by our employees or passing on to third (haulers, carrier).
6.2 If dispatch is postponed at the request of the orderer, then the danger is passed off to the orderer for the duration of the delay.
6.3 In case of dispatching by own assistant workers and in case of the number 6.2 We are only liable to that extent, when we are guilty of rough negligence.
7. Guarantee
7.1 We take over the guarantee that our service at present has the contractually assured characteristics which are in accordance to the accepted rules of technology and is not afflicted with errors, which waive or reduce the value or the ability to the usual or the presupposed use according to the contract.
7.2 The warranty claims are limited to rework or new supply by our choice. We can refuse the removal of defects, as long as the orderer does not fulfill his contractual obligations.
7.3 The orderer has to examine the delivery immediately after receipt for completeness and faultlessness. If within one week after delivery no written reproach of the orderer is received the commodity is seen as error free and accepted. Any objections have to take place immediately in writing. With fragile goods the orderer is obligated to examine the package immediately for intactness.
7.4 The right of the orderer to claim defects, expires in all cases from the time of the punctual reproach on within 6 months.
7.5 No liability shall be assumed for damage incurred for the following reasons:
- unsuitable or inappropriate use,
- incorrect assembly by the orderer or third,
- arbitrary remachining and inappropriate treatment,
- natural wear,
- transport damages.
7.6 The customer shall have to grant us an appropriate period of time for changes which appear necessary as well as for the supply of spare parts. For delays, which are caused by delivery periods not represented by us, we are not liable.
7.7 Liability for faults does not cover damages arising from unsuitable supplies of the orderer, unsuitable building ground, chemical, electro chemical, electronic influences which are not the fault of the deliverer.
7.8 For wear parts as well as components we get by third parties we only give guarantees according to the delivery conditions of the supplier, which are told to the orderer on request.
8. Withdrawal right of the supplier
8.1 In case of unforeseen events, insofar as they change the economic significance substantially or have a substantial impact on the content of the products and services, the supplier is entitled to withdraw completely or partly from the contract. Claims for damages of the customer shall not exist due to such a withdrawal. If the supplier intends to make use of his right of withdrawal, he shall be compelled to notify this intention to the purchaser in writing, as soon as the significance of the event will have fully come to his knowledge.
8.2 The supplier has the right to withdraw, if after taking effect of the order, an unsatisfactory information comes to his knowledge concerning the liquidity or credit rating of the orderer.
9. Rights of the orderer on resignation
9.1 In case of complete or partial impossibility of the supply damage compensations because of non-performance are ruled out. The orderer has a right of resignation, if the supplier lets an appropriate period for the recovery or improvement of a defect he is responsible for, expire.
9.2 All further entitlements on the part of the customer are excluded, in particular the right of conversion or reduction of the purchasing price or entitlement from a “positive contract breach” to compensation for damages are excluded. Follow up damages are also excluded.
10. Patent rights
10.1 For all deliveries by the supplier based on drawings, models, samples or parts supplied by the customer, the customer shall ensure that the commercial rights of third parties are not injured. The purchaser shall hold the supplier harmless in relation to claims from third parties and reimburse any damages incurred.
10.2 The supplier is entitled to patent rights for models, forms, drafts and designs made by thirds.
11. Area of jurisdiction
11.1 With all disputes, documents, changing and check processes which are issued from the contractual relation, if the orderer is full buyer, a legal entity of the public right or a public special estate, the complaint has to be raised at the court which is responsible for the head office of the supplier. The supplier is also entitled to complain at the head office of the orderer.
11.2 The contract remains obligatory even with legal inefficacy of individual points of its conditions.
11.3 A change or an abolition of managing conditions by purchasing conditions of the orderer is impossible.
11.4 Only German law is valid.
