General terms and conditions.

SOLON SE general terms and conditions for the trade of photovoltaic modules and inverters.

1. SCOPE

The following terms regulate the contractual relationship for the trade of photovoltaic modules and inverters between SOLON SE (hereafter referred to as SOLON) and contractors, i.e., natural or legal persons or partnerships having legal capacity with whom a business relationship is entered acting in pursuance of a commercial or independent occupational activity (hereafter referred to as Customer). Alternate Customer terms are not applicable. Exceptions are possible with written consent from SOLON. The Customer accepts these Terms and Conditions with the conclusion of the contract.

2. CONTRACT CONCLUSION

1. Contract offers from SOLON are subject to change without prior notice. A Customer order is a binding offer. Contracts are only concluded through order confirmation or as supplied by SOLON.
2. Only the order confirmation from SOLON is authoritative for the scope of the contractual services owed. Specifications regarding goods features and characteristics are for illustrative purposes and non-binding if nothing else has been expressly stipulated in written form. Public statements, promotions, or advertisements are equally considered non-contractual details for the composition of the goods. The right to minor deviations from specifications regarding dimensions, weights, composition, and quality is reserved.
3. SOLON also reserves the right to make amendments after sending an order confirmation provided that these modifications are neither contrary to the order confirmation nor to the Customer specifications. The Customer will declare a consent for additional amendment proposals from SOLON insofar as they are reasonable.

3. PRICES AND TERMS OF PAYMENT

1. Prices are calculated ex works plus the effective legal sales tax as well as arising transport costs. The Customer is obligated to pay 50% of the stipulated price including all auxiliary costs upon contract award; the remainder is due net within 14 days after invoice. Should the Customer default on payments, SOLON is entitled to request default interest at the legally valid rate. If SOLON is able to prove more damage caused by delay, SOLON is entitled to assert these claims.
2. SOLON reserves the right to adjust prices for contracts with a stipulated delivery time of more than four months, according to cost increases introduced after the contract conclusion due to additional expenses for personnel, transport and storage costs as well as the introduction of or modifications to taxes or material price increases. However, this price increase is only permissible up to a maximum increase of 5% of the stipulated price.
3. If installments are stipulated and if the Customer defaults on at least two successive rates entirely or in part and the amount with which the Customer has defaulted amounts to at least a tenth of the stipulated price, the entire remaining balance becomes due for payment immediately, regardless of the payment date of any bills of exchange.
4. The Customer is only then entitled to offset or retention rights if the Customers counterclaims are legally established, uncontested or recognized by SOLON.

4. DELIVERY

1. Delivery dates and deadlines will be stipulated in written form between the Customer and SOLON on an order-by-order basis. Delivery deadlines start at the time of contract conclusion. If written contract amendments are subsequently stipulated, a new delivery date or a new delivery deadline should be simultaneously stipulated, if necessary.
2. Adherence to stipulated deadlines for delivery assumes that SOLON has received all documents, permits, approvals, plans and other required documents to be provided by the Client.
3. Should a delay of the stipulated delivery date occur on the part of SOLON, the Customer may demand a reimbursement of the damages caused by delay only for the amount of anticipated damages typical for this kind of contract in addition to the delivery.
4. In the case of delay, the Customer may give SOLON a grace period of 30 days in written form with a notice that the Customer refuses to accept the delivery after the deadline has expired. After the grace period has expired without success , the Customer reserves the right to demand damages for non-performance. Damage claims are limited to anticipated damages typical for this kind of contract. Delivery claims are then barred.
5. Deliveries shall also be accepted if they exhibit negligible defects.
6. Partial deliveries are permissible as long as they are reasonable.
7. SOLON publishes installation instructions for its goods on the Internet. SOLON expressly notes that modules may only be installed in consideration of legal regulations and information included in the data specifications. Modules must be installed by a specialist company and include the respective planning (by a stress analyst).
8. SOLON assumes no liability for the installation instructions or any consequential damage.

5. TRANSFER OF RISK

1. Risks are transferred to the Customer when the goods have been delivered for or picked up from shipment. Deliveries will be insured against the usual transport risks at the Customer’s request and expense.
2. The Customer is obligated to accept the goods provided by SOLON in eight days or less after appropriation.

6. RETENTION OF TITLE

1. Delivered goods shall remain the property of SOLON until all receivables (including all outstanding balance claims from the current account) owed to SOLON, for whatever legal ground, by the Customer now or in the future have been paid. Processing and alterations always take place for SOLON as the manufacturer, but without obligation. Should SOLON’s property expire through connection, it shall be stipulated here that the Customer’s value percentage of the jointly owned property (invoice value) is transferred to SOLON. The Customer shall hold the (joint) property from SOLON free of charge. Goods for which SOLON is the owner or joint owner shall be hereafter referred to as Reserved Goods.
2. The Customer reserves the right to process and sell Reserved Goods in proper business operations as long as the Customer is not in default. Pledging or transfers by way of security are not permissible. The Customer hereby transfers receivables resulting from a resale or other legal grounds with regard to the Reserved Goods (including all outstanding balance claims from the current account) in their entirety to SOLON by way of security. SOLON hereby grants the Customer revocable authorization to collect receivables transferred to SOLON for their invoice on its own behalf. This collection authorization may only be revoked if the Customer does not duly meet the payment obligations.
3. The Customer will refer to SOLON’s property for third party access to Reserved Goods and inform the third party immediately. The Customer shall defray all costs and damages.
4. SOLON reserves the right to withdraw from the contract and to reclaim its goods should the Customer act in a manner contrary to the contract, especially with regard to default of payment.
5. Should the value of all existing securities for SOLON effectively exceed the existing receivables by more than 10%, SOLON will release securities of SOLON’s own choice upon the Customer’s request.

7. CONTRACTUAL LIEN

Due to its receivables from the contractual relationship with the Customer, SOLON is entitled to a contractual lien for the objects that came into their possession from the contractual relationship. The contractual lien can also be enforced due to receivables from prior work, replacement deliveries, and other services insofar as they are related to the contractual item. For other claims against the Customer, the contractual lien is only applicable insofar as these claims are uncontested or legally established.

8. WARRANTY

1. It is the responsibility of the Customer to examine immediately the goods upon receipt and to provide SOLON with immediate notification of defects in written form.
2. Should the Customer fail to provide this notification, the goods shall be considered approved unless the defect was not recognizable at the time of examination. Section 377 et seq. of the German Commercial Code are additionally applicable. Claims for hidden defects cannot be asserted if two years have elapsed since delivery.
3. Warranty claims are limited to subsequent improvement of goods or replacement, at SOLON’s choosing. Upon failure of subsequent improvement or replacement, the Customer reserves the right to request a reduction in the remuneration or rescission of the contract at Customer’s own choice.
4. Should the Customer choose damage compensation following failed supplementary performance, the goods shall remain in possession of the Customer insofar as this is reasonable. Damage compensation is limited to the difference between the purchase price and the value of the defective item. Should the Customer choose contract cancellation following failed supplementary performance, the customer is not additionally entitled to compensation claims for damages.
5. Further Customer claims, especially regarding consequential damage, insofar as this damage is not the result of the absence of warranted characteristics, are barred. This is not applicable in cases of intent, gross negligence, or breach of significant contractual obligations by SOLON. Damage compensation for the breach of significant contractual obligations is limited to anticipated damages typical for this kind of contract.

9. OTHER LIABILITY

1. Customer damage claims, irrespective of which legal grounds, are incidentally barred. This does not apply in cases of intent, gross negligence, or to the breach of essential contractual obligations. Damage compensation for the breach of essential contractual obligations is limited to anticipated damages typical to this kind of contract. A modification of burden of proof to the Customer’s disadvantage is unassociated with the aforementioned regulations.
2. Should the Customer sell delivery items in modified form or conjoined with other goods, the Customer releases SOLON from third party product liability claims within the internal relationship insofar as the Customer is responsible for the defect that caused the liability.
3. Modifications to the goods and any designation which are considered as a Customer’s or third party mark of origin are prohibited.

10. DISCLAIMER

Disclaimers or limitations of liability regulated in these General Terms and Conditions do not apply to the following:

1. Damages resulting from loss of life, bodily injury, or damage to health due to a negligent breach of duty by SOLON or a deliberate or negligent breach of duty by one of SOLON’s legal representative or vicarious agents;
2. Other damages based on a grossly negligent breach of duty by SOLON or on a deliberate or grossly negligent breach of duty by one of SOLON’s legal representatives or vicarious agents;
3. In the case of liability according to the German Product Liability Act; or
4. In the case of warranty acceptance

11. NOTICE ACCORDING TO § 33 OF THE GERMAN FEDERAL DATA PROTECTION ACT

The Customer is hereby informed that SOLON electronically saves the Customer’s personal data for the purpose of contract management, accounting, and statistical evaluation. This concerns data such as name, address, bank details as well as contract performance data.

12. SEVERABILITY CLAUSE, PLACE OF PERFORMANCE, COURT OF JURISDICTION, WRITTEN FORM

1. If parts of these Terms and Conditions are invalid or contradict applicable law, the remaining clauses hereof shall not be affected.
2. Place of performance and court of jurisdiction for SOLON SE is Berlin. This contract shall be governed by German law. Application of the United Nations Convention on Contracts for the International Sale of Goods is barred.
3. The contract conclusion and subsidiary agreements as well as later modifications must be submitted in writing. This additionally applies to a waiver of the written form requirement.

These terms and conditions are in effect from December 1st 2008.