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General Terms and Conditions of BAUER Solarenergie GmbH

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§1 Validity

(1) All deliveries, services and offers from Bauer Solarenergie GmbH are made exclusively on the basis of these General Terms and Conditions. These are a component of all contracts concluded by Bauer Solarenergie GmbH with their contractual partners (subsequently referred to as "Client") on the subject of the deliveries or services they offer. These also apply to all future deliveries, services or offers to the Client even if not specifically agreed upon again.
(2) The terms and conditions of the Client or of third-parties will not be applied, even if Bauer Solarenergie GmbH does not specifically renounce their validity for a given instance. Even if Bauer Solarenergie GmbH references a letter which contains the terms and conditions of the Client or a third-party or refers to such, this does not act as recognition of the validity of these terms and conditions.

§2 Offer and contractual conclusion

(1) All offers from Bauer Solarenergie GmbH are subject to confirmation and not-binding, insofar as they are not specifically labelled as binding or contain a specific acceptance period. Bauer Solarenergie GmbH may accept orders or contracts within fourteen days of receipt.
(2) The legal relationship between Bauer Solarenergie GmbH and the Client is determined solely by the written offer from Bauer Solarenergie GmbH, the written contract from the Client as well as the written confirmation of the contract from Bauer Solarenergie GmbH, including these General Terms and Conditions. These detail in full all agreements made between the contractual parties with regard to the subject of the contract.
Oral agreements from Bauer Solarenergie GmbH prior to the conclusion of this contract are not legally binding and oral agreements between the contractual parties are replaced by the written contract insofar as this does not expressly state that they are to be applied bindingly. Additions and modifications to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. With the exception of the managing directors or the general managers, the employees of Bauer Solarenergie GmbH are not permitted to agree to oral deviations. A fax is sufficient in order to maintain the legal written format, but telecommunicated transfer, in particular by email, is not sufficient.
(3) Specifications made by Bauer Solarenergie GmbH with regard to the object or service to be delivered along with representations of such are only approaching relevant if a precise match is not required for the purpose set out in the contract. These are not guaranteed characteristics of the nature of the product. Normal deviations and deviations implemented as a result of legal regulations or which represent technological improvements, as well as the replacement of components with parts of equal quality are permitted as long as they do not affect the contractually agreed purpose.
(4) Bauer Solarenergie GmbH reserves the right to own or hold copyright of all offers and estimates issued by the company as well as all diagrams, images, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Client. The Client may not make these items or the contents thereof available to third-parties without the express permission of Bauer Solarenergie GmbH, nor may they themselves or a third-party announce, use or copy them. The Client is to return these items fully to Bauer Solarenergie GmbH on request and to destroy any copies made if they are no longer required for their proper business or if the negotiations do not result in the conclusion of a contract.

§3 Prices and payment

(1) The prices are valid for the services and scope of delivery detailed in the order confirmations. Additional or special services are calculated separately. The prices are given in EURO as of the warehouse in Selzen plus packaging, the legally applicable VAT, customs in the event of exports as well as fees and any other public dues.
(2) Insofar as the agreed prices use the list prices of Bauer Solarenergie GmbH as a basis and the delivery is to be made only after more than four months after the conclusion of the contract, then the list prices of Bauer Solarenergie GmbH at delivery apply (with an agreed deducted percentage or fixed discount if agreed).
(3) The offsetting with counter-claims on the part of the Client or the retention of payments for this reason is only permitted if the counter-claims are not disputed or have been legally specified.
(4) Bauer Solarenergie GmbH is authorised to carry out outstanding deliveries or services only in return for pre-payment or securities if, after the conclusion of the contract circumstances are discovered which lower the credit-worthiness of the Client considerably and by which the payment of open dues from the relevant contractual relationship to Bauer Solarenergie GmbH by the Client is endangered (including those from other individual orders for which the same framework contract applies).

§4 Delivery and delivery time

(1) Deliveries are made from the warehouse in Sörgenloch, if no other arrangement has been made.
(2) The times and dates proposed by Bauer Solarenergie GmbH for deliveries and services apply only approximately unless a fixed time or date has been agreed to or arranged. Insofar as dispatch has been agreed, delivery times and dates refer to the point at which the items are transferred to the transporter, freight forwarder or other third-party charged with transportation.
(3) Bauer Solarenergie GmbH is not liable for an impossible delivery or for delays in deliveries if these are caused by an act of god or other unpredictable events that could not be accounted for at the time when the contract was concluded (e.g. operational faults of all types, difficulties in material or energy acquisition, transport delays, strikes, legal lock-outs, lack of workforce, energy or raw materials, difficulties in procuring the necessary permits from authorities, government measures or the lack of delivery, incorrect delivery or late delivery by suppliers) and which Bauer Solarenergie GmbH is not responsible for. Insofar as such events mean that Bauer Solarenergie GmbH finds it very difficult or impossible to make the delivery or provide the service and the hindrance is not temporary, Bauer Solarenergie GmbH is authorised to withdraw from the contract.
In the event of temporary hindrances, the delivery or service times are lengthened or shifted by the period occupied by the hindrance plus an appropriate start-up period. Insofar as the Client cannot be expected to accept the delivery or service as a result of the delays, they may withdraw from the contract by immediately informing Bauer Solarenergie GmbH in writing.
(4) Bauer Solarenergie GmbH may make partial deliveries only if
- the partial delivery can be used by the Client within the framework of the purpose set out in the contract,
- the delivery of the remaining ordered goods is ensured and
- the Client does not have considerable extra work or additional costs are incurred (unless Bauer Solarenergie GmbH declares that they are prepared to take on these costs).
(5) If Bauer Solarenergie GmbH is late with a delivery or service or if a delivery or service is, for whatever reason, made impossible, the liability of Bauer Solarenergie GmbH to pay compensation is limited to the measures set out in §7 of these General Terms and Conditions.

§5 Place of fulfilment, dispatch, packing, transfer of risks, acceptance

(1) The place of fulfilment for all obligations from the contractual relationship is Selzen, if no other specification is made.
(2) The risk is transferred to the Client, at the latest with the transfer of the item to be delivered (whereby the start of the loading process is effective), to the transporter, freight forwarder or other third-party charged with transportation. This also applies if partial deliveries are made or Bauer Solarenergie GmbH have taken on other services (e.g. dispatch or installation). If dispatch or transfer is delayed due to a reason caused by the Client, the risk is transferred to the Client on the day on which the item is ready for dispatch at Bauer Solarenergie GmbH and the Client has been notified of this situation.
(3) The shipment is only insured by Bauer Solarenergie GmbH against theft, breakage, transportation, fire and water damage or other insurable risks at the request of the Client and at their costs.

§6 Guarantee

(1) The guarantee period is one year as of delivery, if no other arrangement has been made.
(2) The supplied items are to be examined immediately after delivery to the Client or to the third-party determined by the Client. They are considered accepted if Bauer Solarenergie GmbH does not receive a notice of defects in the format set out in §2 (2) page 6 with regard to obvious defects or other defects that could be recognised as the result of an immediate, careful examination within seven work days of delivery of the item or otherwise within seven work days of the discovery of the defect or the point in time at which normal use of the item made the defect clear to thet Client without detailed inspection. At the request of Bauer Solarenergie GmbH, the reported item is to be returned freight paid to Bauer Solarenergie GmbH.
In the event of a justified notice of defects Bauer Solarenergie GmbH will credit the costs of the cheapest method of transport, this does not apply to increased costs brought about because the object is located somewhere that is not the place of proper use.
(3) In the event of technical defects in the supplied items, Bauer Solarenergie GmbH is obliged and authorised to, after a appropriate period, make the decision whether to repair or to supply a replacement delivery. In the event of failure, thus, the impossibility, unacceptability, refusal or inappropriate delay to the repair or replacement delivery, the Client may withdraw from the contact and reduce the purchase price accordingly.
(4) If blame for a defect lies with Bauer Solarenergie GmbH, the Client may demand compensation in accordance with the prerequisites set out in §7 below.
(5) The guarantee is voided if the Client modifies the item or has it modified by a third-party, without the agreement of Bauer Solarenergie GmbH, and the removal of the defect is made impossible or unacceptable as a result. In any case, the Client is to carry the additional costs of eliminating the defect incurred as a result of the modification.

§7 Liability for compensation as a result of blame

(1) The liability of Bauer Solarenergie GmbH to pay compensation, for whatever legal reason, in particular for impossibility, delay, defective or incorrect delivery, violation of contract, violation of duties in contractual negotiations and unauthorised action is, insofar as blame is concerned, limited in accordance with the following regulations.
(2) Bauer Solarenergie GmbH is not liable
a) in the event of simple negligence of their organs, legal representatives, employees or other aids;
b) in the event of gross negligence by non-management employees or other aids, insofar as it is not violation of essential contractual duties. Essential contractual refers to duties regarding the timely, defect free delivery and installation as well as consultation, protection and care duties, which are designed to enable the Client to use the delivered items in accordance with the contract or which safeguard the personal protection or lives of personnel of the Client or a third-party of which protect the property of the Client from considerable damages.
(3) Insofar as Bauer Solarenergie GmbH is liable for compensation, this liability is limited to damages that Bauer Solarenergie GmbH were able to predict at the conclusion of the contract as possible consequences of a volition of the contract or which they should have been able to recognise under consideration of the situation, or which should have been predicted with the application of due care. Immediate damages and subsequent damages caused as a result of defects within the delivery item are also only liable for replacement if these damages are typical of those incurred during proper use of the item.
(4) In the event of liability for simple negligence, the liability to pay compensation of Bauer Solarenergie GmbH is limited for
a) property damage or personnel-injury to a sum of EUR 5,000,000 per instance (in accordance with the current coverage sum of your product liability or liability insurance),
b) delay damages to a value of a maximum of 5% of the purchase price,
c) damages as a result of no or bad fulfilment, limited to a sum of a maximum of EUR 100,000 but at least 10% of the purchase price.
(5) The listed liability exclusions and restrictions apply to the same extent to organs, legal representatives, employees and other aids of Bauer Solarenergie GmbH.
(6) Insofar as Bauer Solarenergie GmbH gives technical information or acts as consultant, this information of advice is not part of the due, contractually agreed scope of services, if this is carried out without remuneration and without any liability.
(7) The restrictions of §7 do not apply to the liability of Bauer Solarenergie GmbH in the event of deliberate behaviour, for guaranteed characteristics, for injuries to life, body or health in accordance with the product liability laws.

§8 Final clause

(1) The court of jurisdiction for all disagreements resulting from this business relationship between Bauer Solarenergie GmbH and the Client is, in accordance with the selection of Bauer Solarenergie GmbH, either Mainz or the location of the Client. For claims against Bauer Solarenergie GmbH, Mainz is the sole court of jurisdiction. Compelling legal requirements regarding sole courts of jurisdiction are not affected by this regulation.
(2) The relationships between Bauer Solarenergie GmbH and the Client are subject solely to the laws of the Federal Republic of Germany.
(3) Insofar as the contract or these general delivery conditions contain regulation gaps, those legally effective regulations will be applied to fill these gaps are considered agreed upon which the contractual partners agree to in accordance with the economic aims and the purpose of these general delivery conditions after recognising the regulation gaps.

Note: The Client takes note that Bauer Solarenergie GmbH saves the data from the contractual relationship in accordance with § 28 Bundesdatenschutzgesetz (German data protection law) for the purpose of data processing and maintains the right to pass the data to third-parties (e.g. insurers), insofar as this is necessary to fulfil the contract.