General Terms and Conditions (GTC) of AgriPV-Solutions GmbH

For all offers, deliveries and services of AgriPV-Solutions GmbH, Lyonel-Feininger-Srt. 17, 80807 Munich, Germany, the following terms and conditions shall apply in their respective valid version, even if our customer stipulates other terms and conditions. Deviations are only valid if we agree to them in writing.

Any subsequent amendments to these GTC shall become effective if our customer has been demonstrably informed thereof in text form and does not object to this notification within three weeks.

These GTC shall only apply to entrepreneurs, legal entities under public law and special funds under public law.

1. order acceptance and scope of delivery and service

1.1 All orders shall only be binding on us once they have been confirmed by us in writing. If, for any reason beyond our own control (untimely receipt of materials, etc.), timely performance of the delivery and service is not possible, we shall be released from the delivery deadline even in the case of confirmed orders.
Our written order confirmation shall be decisive for the scope of delivery and performance.

1.2 Subsidiary agreements and amendments require our written confirmation. As a matter of principle, we shall not be liable for errors resulting from documents submitted by the customer (e.g. drawings) or from inaccurate or verbal information.

1.3 We reserve the right to make changes to the substructure, the module layout, the choice of materials, the specification and the type of construction without prior notice even after sending an order confirmation and/or approval of drawings, provided that these changes do not contradict either the order confirmation or the customer's specification. This shall also apply in the event that the subject matter of the contract and its external appearance does not suffer any loss of quality or other unreasonable changes for the customer as a result.
Reasonable for the customer are in particular technical changes, improvements according to the latest state of economy and technology, improvement of design and material selection.

1.4 We reserve our property rights, copyrights and industrial property rights to all illustrations, calculations, drawings, drafts, designs, tools and other documents.
The customer is only permitted to use them within the scope of the purpose of the contract. The customer shall not be permitted to use them for any other purpose, in particular copying, distribution, publication, reproduction, processing, redesign, transfer to third parties or any other commercial use.

1.5 If the customer supplies illustrations, calculations, drawings, drafts, designs, samples, prototypes or other documents, the customer shall be liable to us for ensuring that their use does not infringe any industrial property rights, in particular patents, registered designs, copyrights or other rights of third parties. The customer shall indemnify us against claims by third parties on account of any such infringements of rights.

2 Delivery, assembly, transfer of risk

2.1 Deliveries shall always be made at the risk of the customer.

2.2 Scaffolding, power and water connections as well as local transport and lifting equipment shall be provided by the customer for assembly work.

2.3 The customer may demand compliance with the agreed execution and delivery dates only insofar as he has provided all necessary documents, an unhindered start of assembly at the construction site is guaranteed and agreed payments have been received by us. If the start, continuation or completion of the work is delayed for reasons for which the customer is responsible, we shall be released from the obligation to comply with the agreed delivery dates.
If the customer fails to remedy the situation immediately upon our request, we may claim damages or set the customer a reasonable deadline for performance of the contract and declare that we will rescind the contract if the deadline expires without results.

2.4 In the event of termination of the contract, we shall be entitled to claim compensation for all expenses incurred by us to date. Cases of force majeure (e.g. labor disputes as well as other unforeseeable events) in our company or one of our subcontractors shall release us from compliance with the delivery period. In the event of impossibility of delivery or performance, they entitle us to withdraw from the contract in whole or in part.

3 Acceptance and Warranty

3.1 Acceptance of the supplies or services shall generally take place immediately after notified completion. This shall also apply to self-contained partial services or deliveries.

3.2 If the customer has used the delivery or service or a part thereof, acceptance shall be deemed to have taken place after the expiry of seven calendar days.

3.3 The assertion of obvious defects after acceptance shall be excluded. Other notices of defects shall be subject to the statutory provisions.

3.4 Any changes made to deliveries or services without our consent shall exclude any legal claim for the removal of defects. The customer must give us the opportunity to inspect the goods on site.

3.5 In the event of justified notices of defect, we shall remedy the defect free of charge within a reasonable period of time. If the rectification of defects fails, a reduction in price or cancellation of the contract may be demanded.
In the case of repair work, we shall only assume a warranty for the deliveries and services performed by us.
If shipment, installation or commissioning is delayed through no fault of our own, liability shall expire no later than 6 months after the transfer of risk.
For third-party products, our liability shall be limited to the assignment of the liability claims to which we are entitled against the supplier of the third-party product.
The assumption of costs for loan or replacement equipment used by the customer in the event of a delay in delivery is excluded.

3.6 In all cases of justified notices of defect, any claims beyond the claim for rectification of defects or replacement delivery (e.g. damages under warranty or for positive breach of contract or tort, damages due to impossibility, delay, failure or non-performance of rectification) shall be excluded.

4. retention of title

4.1 The deliveries or services shall remain our property until receipt of all payments under the contract.
If the customer interferes with our aforementioned rights, he shall be obliged to compensate us for damages. Dismantling and other costs shall be borne by the customer.

4.2 If delivery items are firmly combined with another item, the customer shall transfer its claims or co-ownership rights to the new item to us if claims or co-ownership arise as a result.

4.3 The customer may neither pledge the delivery item nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties, the Customer shall notify the Contractor thereof without delay.

5. duty to examine and to give notice of defects, claims for defects

5.1 Claims for defects on the part of the customer require that he has complied with his obligations to inspect and give notice of defects under §§ 377, 381 HGB (German Commercial Code). If a defect becomes apparent during the inspection or later, this must be notified to us in writing without delay. The notification shall be deemed to have been made without delay if it is made within two weeks, whereby timely dispatch of the notification shall suffice to meet the deadline.

5.2 Irrespective of this obligation to inspect and give notice of defects, the customer shall notify us in writing of any obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby timely dispatch of the notification shall also suffice to meet the deadline. There is no general right of return.

5.3 Insofar as the purchased item is defective, we shall be entitled at our own discretion to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. We shall also be entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to retain a part of the purchase price that is reasonable in relation to the defect. The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes.

5.4 In the event of subsequent performance, we shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, unless these are increased by the fact that the delivery was taken to a place other than the place of performance.

5.5 If the subsequent performance fails, the customer shall be entitled to declare rescission or reduction at its discretion.

5.6 The limitation period for claims based on defects shall be 12 months, calculated from the transfer of risk. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB shall remain unaffected; it shall be five years, calculated from the delivery of the defective item.

6. terms of payment

6.1 Unless otherwise agreed, payment shall be made no later than fourteen days after the date of invoice in cash or cashless without any deduction.

6.2 If the payment deadlines are exceeded by more than fourteen calendar days, the customer shall pay interest on arrears in the amount of 4 percent above the respective discount rate of the German Federal Bank, without any notice of default being required.

6.3 The withholding of payments or the offsetting of any counterclaims of the customer disputed by us shall not be admissible.

6.4 If bills of exchange are accepted on the basis of an express agreement in individual cases, this shall only take place on account of payment and also without deduction of any discount as of the value date. Bills of exchange shall be credited on the value date subject to receipt. We shall not be liable for punctual presentation or protesting of bills of exchange. The costs of discounting and collection shall be borne by the customer.

6.5 After fruitless expiration of a grace period of fourteen calendar days set by us, we shall be entitled to terminate the contract, to stop the work, to invoice all services rendered so far and to claim damages.
In case of non-compliance with the terms of payment by the payer, all outstanding claims shall become due immediately.

7. place of jurisdiction

7.1 The place of performance and jurisdiction shall be the registered office of our company (currently Munich), unless otherwise prescribed by mandatory law.
We shall also be entitled to take legal action at the customer's principal place of business.

7.2 Amendments to these terms and conditions of business must always be made in writing. Should any of the above provisions be invalid in whole or in part, this shall not affect the validity of the provision(s) or the contract. To the extent permitted by law, a provision that comes as close as possible to the invalid provision in economic terms shall then be deemed to have been agreed.

7.3 In accordance with § 33 of the Federal Data Protection Act, we point out that customer data is stored and used for business purposes.

8. liability

8.1 Claims for damages and reimbursement of expenses of the customer are excluded - regardless of the legal nature of the asserted claim. This shall apply in particular to claims arising from culpa in contrahendo, other breaches of duty or tort.

8.2 This shall not apply to claims under the Product Liability Act, in cases of intent or gross negligence, including intent or gross negligence of representatives or vicarious agents, due to injury to life, body or health or based on fraudulent concealment of a defect.

8.3 Liability for breach of material contractual obligations shall be limited to the foreseeable, typically occurring damage. An essential contractual obligation is one which is indispensable for the achievement of the purpose of the contract and on which the customer may rely.

8.4 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

9 Warranty for products and services

9.1 We shall be liable for any warranty if and to the extent that it has been expressly agreed with the customer in writing in advance.

9.2 The warranty shall only give rise to claims on the part of our customer. The assertion by third parties is only possible if we have given our prior written consent.

10 Force majeure

10.1 Unforeseeable, external, and not reasonably avertable serious events, including but not limited to:
(1) War, civil war, riot, rebellion and revolution, military or other seizure of power, acts of terrorism, sabotage or piracy;
(2) Monetary and trade restrictions, embargoes, sanctions;
(3) Lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation, temporary or permanent closure of production facilities;
(4) Epidemic, pandemic, natural disaster, or extreme natural event;
(5) Explosion, fire, prolonged failure of transportation, telecommunications, information systems, or power;
(6) general labor unrest such as boycotts, strikes and lockouts, occupation of factories and buildings),
exempt us for the duration and to the extent of the effect of the event from the performance of our contractual obligations and from any liability for damages or any other contractual remedy for breach of contract. This shall also apply if the event occurs at a time when the affected contractual partner is in default.

10.2 We shall be obliged to provide the customer with the necessary information without delay within the bounds of what is reasonable and to adjust our obligations to the changed circumstances in good faith.


Status: 27.07.2023