Tearms and conditions of purchase.
Conditions of purchase for SOLON SE, SOLON Photovoltaik GmbH, SOLON Nord GmbH and SOLON Investments GmbH.
For all contracts between a company of SOLON-group based in Germany* – subsequently also referred to as “purchaser“ – and its suppliers – subsequently also referred to as “supplier“ – the following conditions of purchase shall apply:
- General provisions
(1) For all purchase orders issued by the purchaser, the following conditions apply exclusively, even in those cases in which the supplier in his offer, in confirming the purchase order, at delivery or when invoicing, refers to contrary conditions or conditions that deviate from the following conditions, as standard clauses or otherwise.
(2) The conditions of purchase constitute a part of the contract.
(3) Other conditions are only valid if the purchaser accepts them in writing.
- Formal requirements
Only written orders are binding for the purchaser. Verbal orders or orders conveyed via telephone are only effective if the purchaser without delay confirms them in writing (fax or email also acceptable).
- Prices
(1) Agreed prices are fixed prices that include all reductions and surcharges related to the amount specified in the corresponding delivery contract as well as the delivery to the place of delivery, including costs of packaging and shipment. Should the parties in deviation from the sentence above agree upon delivery “freight collect”, the purchaser only bears the cheapest freight charges, unless he has prescribed a specific type of shipment. The type of pricing term does not affect the agreed place of performance.
(2) Regarding the delivery of small quantities, the same prices, rebates and conditions apply.
- Delivery dates
(1) The delivery dates agreed between the parties are binding, as they have been determined in view of the purchaser’s internal considerations.
(2) Deliveries before the agreed date of delivery can be returned by the purchaser.
(3) The supplier is obliged to inform the purchaser without delay in writing of circumstances that occur or that become apparent to him which indicate that the agreed delivery time cannot be adhered to.
(4) Should the supplier be in default with respect to timely delivery, the purchaser is entitled to the statutory claims. The supplier bears the consequences of delays as well as additional costs for delivery outside normal business hours.
(5) In the case of delayed delivery, the supplier is obliged to pay to the purchaser a contractual penalty of 1 % for each commenced week of delay; however, at most 10 % of the delivery’s overall order value. The right to assert additional damage claims is expressly reserved by the purchaser.
(6) The purchaser reserves the right to acknowledge excess or short deliveries.
- Delivery notes
(1) Delivery notes must be enclosed with the goods in every case. Every shipment or item must be labeled with the purchaser’s document number. On every container and carrier, and on every palette, an accompanying document must be visibly affixed. The accompanying document must contain: Name of supplier; article description; amount / number of items; batch. The supplier must reimburse losses to the purchaser arising from incorrect description of delivered goods.
(2) Should payments be delayed due to incorrect description of goods, the purchaser is not considered to be in default. Also, the right to deduct discounts is not affected.
- Shipment
(1) To the extent that the purchaser gives instructions for shipment, these apply exclusively. The purchaser is also entitled to collect the goods himself or to order a shipper to collect them for him. In case of collection by the purchaser he is entitled to charge costs corresponding to the customary freight charges, unless delivery “freight collect” was agreed. Additional freight, costs of demurrage etc. are borne by the supplier.
(2) Except in cases of pickup by the purchaser, transport occurs at the supplier’s risk.
- Demands on quality
(1) The supplier warrants that the delivered goods comply with the standards in force at the time of delivery, with all pertinent technical specifications as well as – if applicable – with the quality assurance agreement concluded with the purchaser.
(2) In particular, the ordered item must comply with the 2nd section of the Law on Technical Equipment and Consumer Goods (GPSG) as well as the valid Accident Prevention Regulations (Unfallverhütungsvorschriften) issued by the Employer's Liability Insurance Association.
- Passing of risk
Risk passes to the purchaser only after delivery.
- Defects
(1) In cases of defective deliveries or services, the purchaser is entitled to the statutory claims to warranty and guarantee to the extent that these conditions do not stipulate anything else.
(2) The purchaser examines the goods regarding quality and completeness at the time of their receipt, to the extent that is reasonable and technically possible. Notifications of defects are in time if they are submitted within one week by letter, by fax, by email or by phone. The period for notification of defects begins when the purchaser discovers or must have discovered the defect, which in the case of an apparent defect means as of receipt of delivery, and in the case of a hidden defect as of discovery of the defect.
(3) If the purchaser is entitled to damages due to a defect of quality, he is in particular entitled to execute a covering purchase at the supplier’s expense, or to remove the defects at the supplier’s expense either himself or via a third party.
(4) The statutory claims to warranty and guarantee become time-barred within 30 months of passing of risk to the extent that the law does not provide for longer terms.
- Indemnity
Should claims be asserted against the purchaser due to defects of the delivered goods, and should the supplier be subject to a warranty obligation vis-à-vis the purchaser with respect to defects of the goods delivered for the same reason, the supplier is obliged to indemnify the purchaser from all third-party claims. Other rights on the part of the purchaser remain unaffected thereof.
- Invoices
Invoices are to be sent to the purchaser in duplicate, specifying in a clearly legible manner the purchaser’s document number. Invoices are not to be sent to the purchaser along with the goods, but rather separately. Invoices that do not correspond to these specifications may be returned to the supplier without legal disadvantages for the purchaser.
- Payment
(1) If nothing else has been agreed, payments are executed net within thirty days after receipt of invoice. If the invoice is received before the goods are received, payment occurs net within thirty days of receipt of goods.
(2) The purchaser is entitled to pay by cheque, without thereby forfeiting any discount.
(3) In cases in which delivery is not in accordance with the contract, in particular where the goods are defective, the purchaser is entitled to withhold payment up until the order is completely fulfilled without forfeiting agreed rebates, discounts or other deductions.
- Securities
(1) The supplier may not assign or pledge claims against the purchaser.
(2) Exclusively, a simple retention of title on the part of the supplier is recognized; however, not an extended retention of title, a current account retention or any other special form of retention of title.
- Documents provided, confidentiality
(1) The purchaser retains title to all drawings, plans and other documents provided to the supplier by the purchaser.
(2) The supplier must treat these documents as confidential. The obligation to confidentiality does not apply to knowledge embodied in the documents that is or becomes publicly known or was already known to the supplier outside any past or present breach of contract by the latter. Breaches lead to claims for damages.
(3) The supplier undertakes to keep as confidential all information arising from the collaboration with the purchaser, in particular information about products, prices, purchase quantities, technical data, to the extent that these are not already publicly known, or their disclosure is not required due to legal regulations or a legally valid, official decree.
- Force majeure
None of the parties must bear the responsibility should they be hindered in fulfilling the contract in cases of force majeure, in particular natural disasters, war, unrest, industrial action, cessation or interruption of business operation due to external factors, official measures and other events beyond the parties’ realm of control. In such cases, the parties will promptly communicate and confer with one another concerning the measures that are to be adopted. The parties undertake to reinstate the fulfilment of the contract by all technical and economic means that can reasonably be expected.
- Applicable law
The legal relationship between purchaser and supplier is exclusively governed by German law; the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
- Place of jurisdiction
For all disputes, the place of jurisdiction is the place of business of the purchaser, to the extent that the supplier is merchant as defined in the German Commercial Code HGB (Handelsgesetzbuch). The purchaser can also decide to assert his claims at the place of business of the supplier.
- Miscellaneous
Changes of or additions to these conditions must be made in writing. The same applies to any declaration concerning the contractual relationship.
- Partial invalidity
Should specific provisions be invalid, the validity of the other provisions in these conditions of purchase remains unaffected.
Valid from 01/10/08
* SOLON SE, SOLON Photovoltaik GmbH, SOLON Nord GmbH und SOLON Investments GmbH.