General Terms and Conditions
of Rinovasol Global Services B. V.
1. Application of the terms and conditions
1. All
deliveries/services of Rinovasol Global Services B. V. will be rendered
exclusively on the basis of the following terms and conditions.
2.
We do not recognize and hereby expressly object to any conflicting
general terms and conditions of contracting entities or
purchasers/customers.
3. Any modifications or amendments to these terms and conditions must be made in writing to be legally effective.
2. Offer and conclusion of contract
1. The offers of Rinovasol Global Services B. V. are subject to change without notice and non-binding.
2. We reserve the right to make technical changes to the components or
to implement further technical developments within the scope of what is
reasonable.
3. Declarations of acceptance and purchase orders shall
require confirmation by Rinovasol Global Services B. V. in writing or by
letter.
4. Drawings, illustrations, dimensions, weights or other performance data are non-binding unless expressly agreed in writing.
5. The employees of Rinovasol Global Services B. V. are not authorized
to make verbal secondary agreements or to give verbal assurances that
are not included in the written contract.
3. Pricing
1. Unless otherwise specified, Rinovasol
Global Services B. V. agrees to be bound to the prices in its
quotations for a period of seven (7) days from the date of the
quotation. Otherwise, the prices stated in the order confirmation of
Rinovasol Global Services B. V. shall apply, plus the respective
statutory value added tax, customs duties, and other fees. Additional
deliveries and services will be charged separately.
2. Unless
otherwise agreed, prices are quoted EXW or CIF for the sale of
materials/components (without assembly), including standard packaging.
When purchasing a PV system, additional costs will be charged for
assembly, shipping and handling.
4. Time of delivery and performance
1. Delivery dates or deadlines must be agreed in writing to be legally effective.
2. Even in the case of bindingly agreed deadlines and delivery dates,
Rinovasol will not be responsible for delays in delivery and performance
due to events of a force majeure nature or events which significantly
impede or render impossible Rinovasol's ability to deliver, including,
but not limited to strikes, lockouts, official orders, etc., even if
these events of force majeure affect Rinovasol's suppliers or their
sub-suppliers. Such events of a force majeure nature shall entitle
Rinovasol to postpone the delivery and/or performance for the duration
of the impediment plus a reasonable start-up time, or to cancel the
contract wholly or in part in respect of the part of the contract not
yet performed. If Rinovasol's machines break down, Rinovasol will not be
liable for damages.
3. If the impediment lasts longer than three
(3) months, the purchaser/customer shall be entitled, after setting a
reasonable grace period, to declare its withdrawal from the contract in
respect of the part of the contract not yet performed. If the delivery
time is extended or if Rinovasol is released from its delivery
obligation, the purchaser/customer may not derive any claims to
compensation from such extension or release. Rinovasol need only invoke
the aforementioned circumstances if it has notified the
purchaser/customer without delay.
4. Rinovasol may at any time make partial deliveries and/or render partial services at its absolute discretion.
5. Compliance with Rinovasol's delivery and performance obligations
shall be conditional upon the timely and proper fulfillment of the
purchaser's/customer's obligations.
6. If the purchaser/customer is
in default of acceptance, Rinovasol shall be entitled to demand
compensation for the damage sustained; upon the occurrence of default of
acceptance, the risk of accidental deterioration and accidental loss
shall pass to the purchaser/customer.
7. If the purchaser/customer
fails to perform acts of cooperation which are necessary for compliance
with the deadlines and/or delivery dates, or fails to perform them in
good time, the deadlines shall be extended accordingly by the period of
the impediment. The foregoing shall also apply in cases where Rinovasol
is materially prevented from meeting its deadlines and/or delivery
dates. However, the foregoing shall not apply if Rinovasol is
responsible for the delay. Agreements on delivery dates and deadlines
are subject to the proviso that Rinovasol's suppliers or cooperation
partners are actually fulfilling their obligations and that Rinovasol
will not be held responsible for any non-fulfillment on their part.
5. Purchaser's/customer's duties
1. The
purchaser/customer shall ensure at its own expense and under its own
responsibility that assembly, installation or commissioning can be
started in accordance with the agreement and carried out without
interruption.
2. It is also the purchaser's/customer's
responsibility, before commencement of the installation, to ensure and
prove at its own expense that the structural requirements for installing
the system are duly met, including an adequate static load safety
factor. The purchaser/customer shall also ensure the
presence/installation of a light shield adequately designed for the
future/intended use of the PV system. The purchaser/customer shall also
determine at its own initiative and expense whether or not a lightning
protection is required for the tariff area on which the PV system is to
be erected and whether such lightning protection should be installed or
extended as a result of the erection of the PV system. If lightning
protection is required or if the existing lightning protection needs to
be extended due to the installation of the PV system, the
purchaser/customer shall do so at its own expense and under its own
responsibility.
3. The purchaser/customer shall make sure of a sufficiently paved access road and unrestricted access to the installation site.
6. Retention of ownership title
1. Until all claims
(including all unsettled balances from current account) to which
Rinovasol is entitled against the purchaser/customer for whatever cause
in law, now or in the future, have been satisfied, Rinovasol shall be
granted the following collaterals which Rinovasol may release at its own
discretion insofar as the collaterals' value exceeds the outstanding
claims by more than 20% in the long term.
2. The goods remain the
property of Rinovasol. Processing or transformation shall always be
carried out for Rinovasol as the manufacturer, but without resulting in
any obligations for Rinovasol. Should Rinovasol's ownership be dissolved
by combination, then it is hereby agreed that the
purchaser's/customer's ownership of the jointly owned item shall pass to
Rinovasol on a pro-rata basis (invoice value), whereas the
purchaser/customer agrees to safekeep Rinovasol's property free of
charge for Rinovasol. Goods to which Rinovasol has a right of ownership
are hereinafter referred to as reserved goods.
3. The
purchaser/customer is entitled to process and sell the reserved goods in
the ordinary course of business as long as it is not in default of
payment. Pledging or transfer of ownership by way of collateral is not
permitted. The purchaser/customer hereby assigns to Rinovasol in full,
by way of collateral, any claims arising from the resale or any other
cause in law (insurance claim, claim under tort law) with regard to the
reserved goods (including all unsettled balances from current account).
Rinovasol revocably authorizes the purchaser/customer to collect the
claims assigned to Rinovasol for its account in its own name. This
collection authorization can only be revoked if the purchaser/customer
does fails to properly meet its payment obligations.
4. In case of
third-party access to the goods subject to retention of ownership title,
particularly in case of seizure, the purchaser/customer shall point out
Rinovasol's ownership and shall notify Rinovasol immediately so as to
enable Rinovasol to enforce its ownership rights. If the third party is
not able to refund Rinovasol for the judicial and extra-judicial costs
incurred in the assertion of its title rights, the purchaser/customer
shall be liable for such.
5. If the purchaser's/customer's conduct
is in breach of the contract - in particular in the event of default in
payment - Rinovasol shall be entitled to declare its withdrawal from the
contract and to demand the surrender of the goods subject to retention
of ownership title. The costs of removal and installation, in particular
of any modification to the components caused by the installation, shall
be borne by the purchaser/customer. Further rights/claims of Rinovasol
shall remain unaffected.
6. It has a duty to keep all components in a
defect-free condition until the transfer of ownership to the
purchaser/customer. In addition, it has a duty insure the components
against the usual risks (e.g., theft, vandalism, etc.) at its own
expense. Storage is always at the risk of the purchaser/customer.
7. Passing of risk
7.1 If materials/components are
purchased exclusive of assembly, the risk shall pass to the
purchaser/customer as soon as the consignment has been handed over to
the person performing the transport or has left Rinovasol's warehouse
for shipping. Rinovasol will notify readiness for shipment by Email. The
risk will transfer to the purchaser/customer at that point. If the
shipment is delayed due to the purchaser's/customer's fault, the risk
shall pass to it upon notification of readiness for shipment.
7.2 If
a PV system is purchased inclusive of assembly, the risk shall pass to
the purchaser/customer on handover of the goods for storage at the
construction site.
8. Purchaser's/customer's rights on account of defects,
Cancellation of the contract
1. On delivery, the products shall be free from manufacturing defects
and defects in materials. The deadline for asserting claims for defects
shall be one (2) year from the date of delivery/handover or acceptance
granted in the form of a written acceptance certificate. For refurbished
PV solar panels, no warranty is given for optical defects that do not
affect the panels' function.
2. When placing its purchaser order,
the purchaser/customer of solar panels to be refurbished agrees to
accept possible optical changes due to technical reasons which were not
present during processing. No claims for damages or deductions from the
agreed price due to optical impairments will be accepted.
3. If
operating and maintenance instructions of Rinovasol are not followed, or
changes are made to the products, or parts are replaced or consumable
materials are used which do not comply with the original specifications,
any claims for defects in the products shall lapse unless the
purchaser/customers refutes a reasonably substantiated claim that the
defect was caused by one of these circumstances.
4. The
purchaser/customer shall notify Rinovasol of any defects in writing
without delay, but no later than one week after receipt of the delivery
item. Defects which cannot be discovered within this period even after
careful inspection shall be notified to Rinovasol in writing immediately
after discovery.
5. Rinovasol agrees to provide warranty for
defects of the materials/components or the installed PV system and has
the option to remedy defects by repairing or replacing the goods. If and
when the subsequent performance fails, the purchaser/customer is
entitled, at its discretion, to demand a reduction of the remuneration
(compensation) without cancellation of the contract (withdrawal).
However, if only a minor breach of contract has occurred, in particular
in the event of only minor defects, the purchaser/customer shall not be
entitled to withdraw from the contract. If the
purchaser/customer
chooses to withdraw from the contract due to a legal or material defect
after subsequent performance has failed, it shall not be entitled to any
additional claim for damages due to the defect. If the
purchaser/customer chooses compensation for damages after the subsequent
performance has failed, the defective materials/components or the PV
system shall remain with the purchaser,
provided this is reasonable.
The compensation for damages shall be limited to the difference between
the purchase price and the value of the defective item. With respect to
the quality of the goods, as a rule the manufacturer's product
description shall be deemed agreed. Public statements, recommendations
or advertising by the manufacturer do not constitute a contractual
description
of the quality of the components/modules or the PV system.
7. Both Rinovasol and the purchaser/customer have the right to withdraw from the contract for the following reasons:
- in case of a proven delay in delivery by Rinovasol's suppliers by
more than 3 1⁄2 months, compared to the agreed delivery time.
- in
case of a proven price increase on the suppliers' end for the
products/components quoted in Rinovasol's offer, by more than 4%
compared to the total amount quoted for the installation/purchase order.
Accordingly, the purchaser/customer cannot derive any claims from the
withdrawal from the contract, unless the circumstances leading to the
withdrawal are based on an intentional or grossly negligent breach of
duty on the part of Rinovasol or its representatives/ vicarious agents.
8. The purchaser/customer must arrange for the PV system to be serviced
by a qualified specialist during the warranty period. The
purchaser/customer shall prohibit unauthorized and unqualified persons
from entering the plant. Rinovasol will not be held liable for any
damages to the materials/components or the PV system caused by improper
and/or insufficient maintenance.
9. Only the direct
purchaser/customer shall be entitled to make claims for defects against
Rinovasol, and such claims shall not be assignable.
9. Payment
1. Unless otherwise agreed, Rinovasol's
invoices shall be payable without deduction within two (2) days of the
invoice date. The date the payment was credited to the account will be
used to determine whether the payment was made on time. Despite any
provisions to the contrary, Rinovasol has the right to offset against
the purchaser's/customer's older debts and will inform the
purchaser/customer of the offset method used. If expenses have already
been incurred or interest is already due, Rinovasol shall be entitled to
credit any payment initially against the expenses, subsequently against
the interest, and finally against the main account.
2. If the
purchaser/customer is in default, Rinovasol shall be entitled to charge
interest up to at least 8 percentage points above the base interest
rate. In case of higher bank interest rates, these are to be paid.
3. If Rinovasol becomes aware of circumstances which cast doubt on
purchaser's/customer's creditworthiness, especially if a cheque issued
by the purchaser/customer cannot be honored or if the purchaser ceases
to make payments, or if Rinovasol becomes aware of other circumstances
which cast doubt on purchaser's/customer's creditworthiness, Rinovasol
shall be entitled to declare that the whole of the outstanding debt is
immediately payable. Rinovasol shall be entitled to demand advance
payments or collaterals, or if Rinovasol becomes aware of other
circumstances which cast doubt on purchaser's/customer's
creditworthiness, Rinovasol shall be entitled to declare that the whole
of the outstanding debt is immediately payable. Rinovasol is entitled to
demand advance payments or collaterals. Set-off by the
purchaser/customer is permitted only with claims that are undisputed or
have been upheld by final decision of a court of competent jurisdiction.
If the purchaser/customer claims a right of retention or
reduction,
the purchaser/customer may retain payments only up to the amount of the
actual damage sustained. The deduction of a discount is only possible
with Rinovasol's express written consent.
If the purchaser/customer
has received an advance payment guarantee from Rinovasol concurrently
with its advance payment of the purchase price, this must be returned
immediately, but no later than five (5) working days after delivery of
the materials/components in the amount of the guarantee.
10. Acceptance/handover
Acceptance shall be
carried out by the purchaser/customer, handover by Rinovasol upon
delivery of the components or set-up of the
PV system in accordance
with the contract. Acceptance/handover shall be deemed to have taken
place if the purchaser/customer fails to accept the system within a
reasonable deadline set by Rinovasol for this purpose, although the
purchaser/customer is obliged to do so. Rinovasol may decide to be
represented by third parties commissioned by Rinovasol when carrying out
the acceptance/handover and signing the handover/acceptance
certificate.
Acceptance/handover shall also be deemed to have taken
place if the plant was put into operation by the purchaser/customer
without reservations.
A record of the acceptance/handover shall be
prepared and signed by both contracting parties. The purchaser/customer
may only refuse acceptance in case of significant defects.
If the
purchaser/customer refuses to sign the acceptance certificate, the time
limit will begin to run from the moment the installation is completed by
Rinovasol and the acceptance certificate is signed by an employee of
Rinovasol. From that point, Rinovasol's invoice becomes due for payment.
11. Return policy
Rinovasol Global Services B. V.
hereby promises the customer to take back all PV solar panels
manufactured/refurbished by Rinovasol Global Services B. V. and used in
the customer's project after they have reached the end of their use, or
reached the end of their life, and to collect them either at the
registered office of Rinovasol Global Services B. V. or at a collection
point designated by Rinovasol Global Services B. V., but not farther
than within a radius of 50 km, and to dispose of them properly and free
of charge for the customer. Rinovasol Global Services B. V. will only
take back the solar panels if the customer returns them in complete
condition, i.e., together with the cables and - in the case of framed
solar panels - together with the frame. Rinovasol Global Services B. V.
may decide to have its return and disposal obligation fulfilled either
by a third party or within the scope of a general return system.
12. Liability
No claims for damages will be
accepted, irrespective of the type of breach of duty, including tort,
except in cases of intent or gross negligence. In case of a breach of
fundamental contractual obligations, however, Rinovasol's liability for
any negligence will be limited to the amount of the foreseeable damage.
Rinovasol will not be held liable for lost profits, for gainless
expenditures, for recourse or damages occurred to third parties as well
as for other indirect or_x000D_ consequential damages, unless a
characteristic attribute (which has been guaranteed by Rinovasol)
actually aims at safeguarding the purchaser/customer against such
damages and/or expenditures.
3. The limitations and exclusions of
liability in paragraphs 1 and 2 shall not apply to claims which have
arisen due to fraudulent conduct on the part of Rinovasol, or in the
case of liability for guaranteed characteristics, or for claims under
the Product Liability Act, or for damages arising from injury to life,
body or health.
4. Insofar as Rinovasol's liability is excluded or
limited, this exclusion or limitation shall also apply to Rinovasol's
blue-collar and white-collar employees, representatives, and vicarious
agents.
13. Applicable law, place of venue, partial invalidity
The laws of the Federal Republic of Germany shall govern both these
Terms and Conditions and the entire legal relationship between Rinovasol
and the purchaser/customer. The provisions of the UN Convention on
Contracts for the International Sale of Goods shall not apply. If the
purchaser/customer is a merchant, or a legal entity under public law, or
a special fund under public law, Weiden shall be the exclusive place of
jurisdiction for all damages arising directly or indirectly from this
contractual relationship.
Should any provision in these Terms and
Conditions or any provision within the scope of other agreements be or
become invalid, the validity of all other provisions or agreements shall
remain unaffected.