1. General Information

1.1. The following terms and conditions alone shall apply to all of our offers and services as well as assembly, repair and maintenance work, consulting services and other contractual services, unless something additional is agreed upon in an individual case.
1.2. A customer’s terms and conditions of purchase shall only be binding for us if we expressly acknowledge them in writing.
1.3. Conflicting agreements, subsidiary agreements, pledges and other undertakings from our representatives or employees are only valid if confirmed by us in writing.

2. Scope of the Delivery Obligations

2.1. Our offers are subject to change; orders are only considered accepted when they have been confirmed by us in writing. Our written order confirmation is authoritative for the contract content.
2.2. Under certain circumstances, there may be discrepancies in the documents pertaining to the offer, such as illustrations, drawings, dimensions and weight specifications. Our company accepts no liability for these.
2.3. Our delivery is subject to correct and timely delivery from our sub-suppliers.
2.4. Delivery in installments is permissible provided this is acceptable to the purchaser.
2.5. If orders confirmed by AS Solar are cancelled or significantly changed, cancellation costs of 5% of the gross order amount shall be due. The customer may provide proof that in this individual case no damage or decline in value occurred ort hat it is considerably lower than the flat rate.
2.6. If payment in advance has been agreed upon and the payment has still not been made a week after the appointed date, AS Solar has the right to withdraw from the contract.
2.7. Baseless returns of goods shall only be accepted by AS Solar on written confirmation and only with a net goods value of more than € 50. AS Solar shall charge a restocking fee of 10% of the net goods value, at least € 50. The customer must pay the transport costs. The returned goods shall only be accepted if they are in their original packaging, undamaged and unused. Special and custom products may not be returned.

3. Payment Terms

3.1. Our invoices are due net immediately within 8 days of the invoice date unless other arrangements have been agreed to in writing. Bills of exchange will not be accepted.
3.2. For default interests an interest rate of 8 % above the basic interest rate accordance with § 288 BGB for merchants and customer purchases is charged. This also applies in case the term of payment is extended.
3.3. If the purchaser defaults on a payment or if circumstances become known which call into question the purchaser’s credit-worthiness (e.g. application for extension of payment, dishonoured cheque, application for an arrangement in bankruptcy, cessation of payment), all receivables shall become due. We are then further entitled to suspend contractual services, if these have not already been completely executed, until the rest of the payments have been made and/or to only execute them on advance payment or the provision of securities. We are also entitled to retrieve goods that have been delivered at the purchaser's expense without the right to withdraw from the contract being automatically availed of by doing so. Any further statutory claims remain unaffected.
3.4. Offsetting is only permissible with counterclaims that have either been acknowledged by us and/or established as legally binding. Rights of retention due to counterclaims not acknowledged by us are excluded.
3.5. We reserve the right to request payment in advance for the initial consignment.

4. Retention of Title

4.1. The goods delivered by us shall remain our property until all of the outstanding receivables from the business relationship, including the honouring of cheques, have been settled.
4.2. If reserved goods delivered by us are processed or combined with goods belonging to somebody else, we shall be entitled to ownership of the new item on a proportional basis, corresponding to the invoice value of our good in relation to the value of the new item at the time when the processing or combining took place. If the purchaser acquires sole ownership of the new item from processing or combination by operation of law, we are in agreement with him that he shall transfer co-ownership of the new item to us according to the ratio of our invoice value for the reserved good to the value of the new item created at the point in time of the processing or combining and shall keep this safe for us without charge.
4.3. Resellers are permitted to sell our reserved goods as part of proper business dealings in their own name. The purchaser hereby assigns the receivables from the resale to us now. We accept the assignment. If the reserved goods are sold after they have been processed or combined with other goods not owned by us, receivables amounting to the level of the invoice value of our reserved good shall be considered assigned. The purchaser is only entitled to collect the assigned receivables as long as he is properly meeting his payment obligations to us. The purchaser must reserve ownership in respect of his buyers until they have paid the purchase price in full.
4.4. The purchaser is not entitled to pledge or transfer our reserved goods by way of security. He is obliged to notify us immediately of third-party access to the reserved goods. The purchaser is forbidden from agreeing to prohibitions of assignment.
4.5. If the value of the securities given to us exceeds the receivables to be secured by more than 20% in total, we are obliged to release the securities of our choice on request from the purchaser.

5. Delivery Dates, Risk Assumption

5.1. If we are impeded in fulfilling our delivery obligation due to force majeure, strike, lock-out or unforeseen events which could not have been avoided despite the reasonably expected precautions having been taken, regardless of whether in our company or at a supplier’s, such as operational disruptions, delays in shipment or incorrect or late delivery from suppliers, the delivery date shall be extended appropriately, even if there is already an existing delayed delivery. If, due to these kinds of events, it subsequently becomes impossible or unreasonable for us to deliver the goods, we are entitled to withdraw from the contract in full or part. 2.3 shall remain unaffected by this.
5.2. Adherence to delivery dates presupposes the timely receipt of all documents, necessary authorisation and releases to be supplied by the purchaser, particularly plans, and the purchaser’s adherence to the agreed payment terms and other obligations. If these preconditions are not fulfilled in good time, the delivery dates shall be extended appropriately. This does not apply when the supplier is responsible for the delay. We are not responsible for bottlenecks or delays tracing back to the manufacturers.
5.3. Dispatch is at the risk of the purchaser, even if carriage-paid delivery has been agreed. We shall only be liable for damage during dispatch if we have expressly taken on the risk of the dispatch. We shall only take out breakage insurance if requested to do so by the purchaser and on charging of the insurance fee to the purchaser. We shall then only issue credit for damage if we have been covered by the insurance company. We shall not take on further obligations in this respect. Unless expressly agreed otherwise, our deliveries shall be sent uninsured.
5.4. If our company falls behind schedule, the purchaser cannot request compensation for the part of the delivery which cannot be put into operation for its purpose due to the delay, even if he can credibly show that he has suffered a loss because of this.
5.5. Claims for damages from the purchaser due to delayed delivery and other claims for damages are excluded in all cases of delayed delivery, even if a deadline set by the supplier has expired. This does not apply if the supplier’s liability is compulsory by law owing to premeditation, gross negligence or injury to life, limb or health. The purchaser may only withdraw from the contract in terms of the statutory provisions if the supplier is responsible for the delay in the delivery. A change in the burden of proof to the detriment of the purchaser is not associated with the preceding regulations.
5.6. The purchaser is obliged to declare within a reasonable time at the request of our company whether he is going to withdraw from the contract due to a delay in delivery or if he still wants the goods to be delivered.
5.7. If, at the request of the customer, dispatch or delivery is delayed by more than two weeks after notification of readiness to dispatch has been given, the purchaser may be charged storage fees of 0.5% of the price of the objects in the delivery, however a max of 2.5% in total, per month commenced. The parties to the contract are free to provide evidence of higher or lower storage costs.

6. Warranty

We are liable as follows for defects of quality:
6.1. Only the product description in the offer as agreed is valid as to the condition of the goods. Our company does not provide a warranty for the condition of the goods or the duration of their condition.
6.2. Our company may choose whether defective deliveries or parts thereof should be rectified or new goods delivered if the defect of quality is asserted within 12 months of delivery and the cause thereof already existed at the time of the passing of risk. If the supplementary performance fails, the purchaser may withdraw from the contract or reduce payment irrespective of any claims for damages.
6.3. The claims for defects of quality are limited to 12 months, unless longer periods of limitation are standardised in sections 438 para. 1 no. 2, 479 para. 1 and 634 a para. 1 no. 2 of the German Civil Code (BGB) or in cases of injury to life, limb or health, our company’s wilful or gross neglect of duty or malicious concealment of a defect.
6.4. The customer is not entitled to refuse the delivery due to negligible defects. Our company should be notified immediately in writing of defects of quality, i.e. within 3 days of receipt of the goods at the latest. Notifications of defects after this shall not be acknowledged. Furthermore, & 377 HGB shall apply at transactions among merchants.
6.5. Claims for defects shall not exist if there is only immaterial deviation from the agreed condition, immaterial impairment to usability, natural wear and tear or damage caused by incorrect or negligent handling after the passing of risk, overstressing, unsuitable operating materials or if they arise due to particular external influences or are not assumed as per the contract. If incorrect changes or maintenance work is carried out by the purchaser or a third party, no claims for defects shall exist for these or the damage resulting from them either.
6.6. If there has been notification of defects, the purchaser may only withhold payment at an appropriate level proportional to the defects of quality which have emerged. The purchaser may only withhold payments if a notice of defect has been asserted about which there is no doubt to its validity. If the notification of defect proves unjustified, our company is entitled to demand that the purchaser pay any expenses which have arisen.
6.7. Recourses of the purchaser against the supplier as per Section 478 of the German Civil Code (BGB) (Recourse of the entrepreneur) shall only exist to the extent that the purchaser has not made any agreements with his buyer beyond the statutory claims for defects.
6.8. Our company shall not accept any liability for assembly or repair work if the work to install the goods was carried out independently of our company and therefore not by agents pursuant to Section 434 para. 2 of the German Civil Code (BGB).
6.9. Warranty information and terms are merely manufacturer information for which we do not accept any liability. In the case of a warranty claim, the manufacturer can choose to replace or repair the goods. We do not accept any liability for expenses, particularly assembly, travel costs etc., which arise in connection with the manufacturer’s liability.
6.10. Neither we nor our statutory representatives or agents shall be liable for damage which occurs within the scope of the warranty due to contravention of secondary contractual obligations, consulting errors, unauthorised handling, culpable contravention of the obligation to repair or deliver a replacement or other legal reasons, particularly also if this damage does not arise to the object of the delivery itself, unless there has been premeditation or gross negligence on the part of our management or executive employees or an exclusion of liability is not legally permissible for some other reason. In the case of faults in features under warranty, claims for damages are also excluded if it was not exactly the sense and purpose of the warranty to avoid consequential harm caused by a defect.
6.11. Claims that go further than this or claims of the purchaser against our company other than those regulated under Clause 6 and due to a defect of quality are excluded.

7. General Liability

7.1. Our liability for compensation, no matter the legal ground, especially due to impossibility, delay, defective or faulty delivery, contract violation, violation of obligations during contract negotiations and impermissible action, is limited in accordance with the measures in section 7.7, given that only one of these faults occurred. We are not liable in case of slight negligence on the part of our management board, legal representatives, employees or other vicarious agents and/or, in case of gross negligence of our non-managerial employees or other vicarious agents, as long as no material contractual obligations have been violated. Material contractual obligations are the obligation to deliver the goods on time and free of defects and, if agreed upon, the installation, protection and custodial care which shall enable the customer the contractual use of the delivered goods or ensure the safety of life or limb of the customer, his/her personnel or third parties or protect the customer’s property from considerable damage.
7.2. If we are liable for compensations according to the above regulations, this liability is limited to damages that we should have foreseen, after contract closing, as a potential cause of a contract violation and, considering the circumstances, that were previously known or that we should have known and should have been aware of using the conventional carefulness. Indirect damages and secondary damages that were caused by defective goods are only indemnifiable if they are typically to be expected from conventional use of the merchandise.
7.3. In case of liability due to slight negligence our indemnifiabilty for damages to property and persons are limited to an amount of 2,5 million €, even if violations of essential contractual obligations occurred.
7.4. The above mentioned liability exceptions and limitations do not apply to liabilities due to deliberate actions, violation of life, limb or health, for guaranteed product characteristics or according to the Product Liability Law.
7.5. If unforeseeable events significantly change the economic importance or content of the delivery or have a significant effect on our company’s operations, the contract shall be appropriately adjusted in good faith. If this is not economically justifiable, our company shall have the right to withdraw from the contract. The purchaser shall immediately be made aware of this right of withdrawal even if an extension to the delivery date had initially been agreed with the purchaser.
7.6. Our company is only an intermediary and not a manufacturer so there is no liability for packaging material, particularly there is no obligation to dispose of the packaging. This does not apply when, due to exceptional circumstances, the goods are repacked by us. In this case the regulations of the German Packaging Ordinance (Verpackungsverordnung) apply and complete the regulations under section 8 of these General Terms and Conditions.
7.7. All information from our company for planning a system should only be seen as recommendations; our company does not accept any liability for their correctness or feasibility.
On the one hand, this relates to the technical details of the products which our company simply forwards from the manufacturer to customers, so that our company is not liable for the correctness of this information. On the other hand, suggestions from our company on how to use certain products or combine different products must be technically checked by the customer at his sole responsibility. Claims of any kind, particularly claims for damages resulting from incompatibility of the product composition chosen by the customer at his sole responsibility, are completely excluded.

8. Prices

8.1. All prices are exclusive of statutory VAT.
8.2. The transport costs will be indicated separately.
8.3. In case a repacking became necessary, and the German Packaging Ordinance applies, we charge packaging costs of 8,5% of the merchandise value per order. The customer may not provide proof that in an individual case there were no packaging costs, or a considerably lower amount than the flat rate.
8.4. If the customer bears the disposal costs for the packaging material (in accordance with the German Packaging Ordinance) we reimburse him with 3 % of the merchandise value. This amount will not be paid out but charged against the positions in the order.
8.5. If we handle the set-up or assembly and nothing to the contrary has been agreed, the purchaser shall, in addition to the agreed remuneration, be responsible for all necessary ancillary costs, such as travel costs, costs for transporting tools and personal luggage and daily allowances.
8.6. Payments must be made without any deductions and free of transaction charges to our company’s account.
8.7. We reserve the right to change prices without informing the purchaser in advance. The seller also reserves the right to make price adjustments due to errors on invoices, price lists, delivery notes, order confirmations and offers.

9. Place of Fulfilment, Place of Jurisdiction

9.1. The place of fulfilment for all obligations from this contractual relationship is our company’s registered office.
9.2. If the purchaser is a trader, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our company’s registered location. However, we are entitled to file a suit at the purchaser’s registered location.
9.3. Only German material law, excluding the UN Convention on Contracts for the International Sale of Goods, shall apply to legal relationships in connection with this contract provided there are traders on both sides of the contractual relationship.
9.4. Changes and/or additions to these contractual terms must be in writing for their validity. This also applies to the written form requirement itself. If some or several provisions of these General Terms and Conditions are or become invalid, void or unenforceable, the validity of the other regulations shall remain unaffected. A regulation which is as close as possible to the economic sense and purpose of the defective regulation and which bears up to legal scrutiny shall replace the invalid, void or unenforceable regulation. This shall also apply in the case of a regulatory gap.

These English General Terms and Conditions are merely a translation of the German original. The only legally binding text is the German original.

AS Solar GmbH
Am Tönniesberg 4A
30453 Hannover
Germany
Telephone: +49 (0) 511 47 55 78 - 0
Telefax: +49 (0) 511 47 55 78 - 11

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