SALES TERMS AND CONDITIONS
These General Sales Terms and Conditions apply to all offers made or issued by Solar23 GmbH (“SOLAR23”), a German Company with its registered office at Neue Str. 22, 89073 Ulm, Germany, for the supply of goods.
Article 1– General
Any order (“Order”) placed by a Purchaser for the supply of goods and render of services (“Contractual Items”) following a SOLAR23’s Offer (“Offer”) shall be subject to the present General Terms and Conditions of Sale. They shall be an integral part of any Order and shall apply to all Contractual Items ordered by Purchaser. These General Terms and Conditions shall be exclusive and incapable of addition or amendment except with the prior written consent of SOLAR23.
Article 2 – Subject of Order
The Order shall be for the supply, delivery and render of the Contractual Items described and at the prices stated in the Offer.
Article 3 – Effectiveness of Order
A. The Order shall become effective the date, which all of the following conditions have been met, which shall constitute the Effective Date of the Order: (a) effective receipt of the Order by SOLAR23, (b) SOLAR23’s order confirmation.
B. If any of the conditions to fix the reference date of the delivery schedule under Article 9 are not fulfilled within two (2) months from the Effective Date of the Order, SOLAR23 shall have the option to rescind the sale without liability to the Purchaser or to require an equitable adjustment of the Order Price, delivery schedule and/or other relevant conditions of the Order.
Article 4 – Documents forming part of the Order
A. The following documents, in a descending order of precedence, will form inseparable part of the Order: (a) SOLAR23’s order confirmation, (b) the Order, (c) the Offer and, (d) these General Terms and Conditions of Sale.
B. Amendments to the Order shall become effective only with a writing and signed consent by representatives of the Purchaser and SOLAR23.
Article 5 – Prices and Payment Terms
A. Prices shall be in accordance with the Offer. All prices shall be inclusive of all German taxes, excluding the Value Added tax (VAT). All Prices shall be net.
B. The Payment Terms must be as stated in the offer.
C. SOLAR23 shall be entitled to suspend the performance of the Order in the event the Purchaser fails to perform the payment.
Article 6 – Delivery Terms
A. Unless otherwise stated on the Offer, the Contractual Items shall be delivered Ex Works Ulm. (Incoterms 2010, as published by the International Chamber of Commerce at Paris, France).
A. SOLAR23 shall be entitled to make advance and partial deliveries.
Article 7 – Transfer of Risk and Title
A. The risk of the Contractual Items shall pass to the Purchaser at the time of delivery in accordance with Article 6.
B. Title to the Contractual Items shall not pass to the Purchaser until SOLAR23 has been paid in full the Contractual Items including any interest, damage, charge, costs, expense, etcetera which the Purchaser may owe to SOLAR23 according to the Order.
Article 8 – Time of Delivery
A. The delivery schedule must be as stated in the offer.
B. If delivery is delayed due to the Purchaser, or the Purchaser fails to timely or duly perform its obligations under the Order the delivery schedule shall be automatically extended by the time that SOLAR23 has lost as a result of the delay. The Purchaser shall reimburse SOLAR23 for all substantiated costs.
Article 9 – Warranty Terms
A. SOLAR23 shall warrant that the Contractual Items are free from defects in materials and workmanship. Warranty is limited to repair or replace the defective Contractual Items at SOLAR23’s discretion.
B. Unless otherwise stated on the Offer, the warranty period of the Contractual Items shall end twelve (12) months after delivery in accordance with Article 6.
C. SOLAR23’s warranty obligations shall be contingent upon receiving from the Purchaser written notification within five (5) calendar days after appearance of the defect or failure, containing details of the circumstances of discovery by the Purchaser and nature of the defect or failure.
D. SOLAR23 shall be released from any liability under this Warranty when: (a) the Purchaser written notification does not comply with the conditions in C. above, (b) the defect or failure is attributable to the improper use, negligence or treatment, or due to a failure to strictly follow the instructions of SOLAR23, as contained in the user manuals or other documentation which SOLAR23 may provide to the Purchaser, (c) the defect or failure is due to the normal consumption or wear and tear on the Contractual Items, in accordance with their characteristics and specifications, (d) a part supplied by SOLAR23 has been replaced by another part not supplied by SOLAR23, (e) a part supplied by SOLAR23 has been modified after delivery, and this modification has not been previously approved in writing by SOLAR23, (f) if the serial numbers have been removed from the defective Contractual Items, (g) the repair or replacement of the Contractual Items has been performed by persons other than SOLAR23 personnel, (h) in the event of Force Majeure.
E. Any services provided for Contractual Items or problems which are out of warranty will be billed on a time and materials basis.
F. The manufacturer’s warranty conditions apply.
Article 10 – Confidentiality
For five (5) years as from the effective date of the Order, each Party shall keep secret, and not disclose to any third party, all proprietary information disclosed by the other Party, including without limitation, documents marked confidential, prices, financial and technical information, documentation, software, processes, know-how and other unpublished information, except as may be prior authorised in writing by the disclosing party. Each party will take the necessary measures to ensure that its employees, agents and contractors adhere to this Article.
Article 11 – Force Majeure
A. SOLAR23 shall have no liability for any failure or delay in the performance of its obligations under the Order due to causes beyond its reasonable control such as but not limited to acts of God, natural disasters, fire, earthquake, flood, explosion, sabotage, terrorism, armed conflicts, strikes, vandalism, pillage, port congestions, robbery, adverse weather conditions, refusal or delays in the obtaining of import or export authorizations or licenses or the revocation thereof, Force Majeure which affects sub- contractors, shipping embargo, acts of Government. SOLAR23 shall resume performance of its obligations under the Order, as soon as possible or upon cessation of said cause for delay in the performance of the Order, and shall immediately notify the Purchaser of said cessation. The delivery schedule shall be automatically extended by the time that SOLAR23 has lost as a result of the force Majeure event.
B. If the delay resulting from Force Majeure exceeds more than three (3) months, the Parties shall meet and review in good faith the desirability of cancelling the unperformed part of the sale and the terms and conditions to be applied.
Article 12– Applicable Law and Resolution of Disputes
A. The Order will be exclusively subject to the German law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
B. German law shall be applicable to the contractual relationship under the exclusion of the Vienna Sales Convention of 1980.
C. If the ordering party is chartered merchant, a legal entity under public law or special federal funding, the sole venue shall be Ulm in the Federal Republic of Germany for all disputes resulting directly or indirectly from the contractual relationship. The supplier shall be entitled to take legal action against the ordering party at the general venue of the said.
(March 2016) SOLAR23 GmbH