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SOLYCO Solar AG

General Terms and Conditions

General Terms and Conditions for Solar Products of SOLYCO Solar AG

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I. General

  1. Deliveries, offers and services of SOLYCO Solar AG (hereinafter referred to as SOLYCO) are made exclusively on the basis of the following terms and conditions and form an integral part of all contracts.

  2. Within an ongoing business relationship, these terms of delivery also apply to all future deliveries. The purchaser accepts these terms and conditions upon receipt of an offer.

  3. Any deviating provision requires written confirmation.

  4. General terms and conditions of delivery and performance or general terms and conditions of business of the customer apply only insofar as SOLYCO has expressly agreed to them in writing.
     

II. Contractual Offers

  1. All contractual offers made by SOLYCO are subject to change and non-binding. Contracts are only concluded upon SOLYCO’s order confirmation or delivery. The customer’s order constitutes a binding offer.

  2. SOLYCO may accept a purchaser’s order within 10 working days of its submission.

  3. SOLYCO reserves the right to make changes even after sending an order confirmation, provided such changes contradict neither the order confirmation nor the customer’s specification.

  4. Information regarding the subject matter of the contract and illustrations thereof are only approximately authoritative, unless exact conformity is required for usability for the intended purpose. They do not constitute guaranteed characteristics. Deviations made on the basis of legal requirements or representing technical improvements, as well as the replacement of components with parts of at least equal value, are permissible provided they do not adversely affect usability for the contractually intended purpose.

  5. Obvious mistakes, clerical, printing and calculation errors are not binding.

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III. Prices and Terms of Payment

  1. Prices are net prices in euros ex works or warehouse (EXW INCOTERMS 2020), plus the applicable statutory VAT and the packaging and transport costs incurred and, where applicable, customs duties and other public charges.

  2. Unless otherwise agreed in the order confirmation, the purchase price plus ancillary costs is due immediately and payable to SOLYCO without deduction.

  3. For deliveries to be made later than six weeks after conclusion of the contract, SOLYCO reserves the right to reduce or increase prices in line with cost changes occurring after conclusion of the contract caused by material, manufacturing, personnel, transport and storage costs, the introduction of new taxes or changes to taxes, or currency fluctuations. If the price adjustment results in an increase of more than 3 % of the current price, the customer is entitled to terminate the contract.

  4. Upon receipt of the invoice, the customer is automatically in default for an outstanding claim after 30 days, unless an earlier date has been validly agreed.

  5. The customer has no right of retention with regard to payment. If the delivery was defective, the customer is only entitled to withhold payment insofar as the amount withheld is reasonably proportionate to the defects and the expected costs of subsequent performance (in particular rectification of the defect).

  6. Payment obligations can only be fulfilled by bank transfer; cash and cheque payments can only be accepted by individual agreement.

  7. If the customer fails to comply with the terms of payment, SOLYCO may, without prejudice to further statutory rights, demand advance payment or the provision of security before carrying out outstanding deliveries.

  8. The same applies if circumstances become known which, in the dutiful commercial judgement, give rise to justified doubts about the customer’s creditworthiness, in particular if the customer stops making payments, files for insolvency proceedings over its assets or insolvency proceedings applied for are opened.

  9. SOLYCO is entitled to assign its claims against customers to a third party.

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IV. Shipment and Transfer of Risk

  1. Delivery dates and delivery periods are agreed in writing between the customer and SOLYCO for each order. The delivery period stated in the order confirmation shall apply. Periods and dates stated for deliveries and services are always approximate only and subject to SOLYCO Solar AG being supplied by its own suppliers. The commencement of the agreed period requires that all documents necessary for performance of the contract have been handed over and agreed payments have been made.

  2. If SOLYCO is culpably in default with the agreed date, SOLYCO shall be liable, after the fruitless expiry of a deadline set in writing of at least 10 working days, for the contract-typical and foreseeable damage incurred by the customer. SOLYCO is not liable, for example, for delayed delivery by the carrier.

  3. Deliveries must also be accepted if they have insignificant defects. Defects are insignificant if they do not impair the use and performance of the deliveries. Visual defects are only significant if they remain easily visible even after use and considerably restrict marketability. If the customer does not accept the goods on the agreed date, SOLYCO is entitled to invoice the storage costs incurred.

  4. Risk passes to the customer when the goods have been handed over to the transport company. At the customer’s express request and expense, deliveries are insured against the customary transport risks.

  5. If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which the customer is responsible, risk passes to the customer upon receipt of the notice of readiness for dispatch.

  6. In the case of returns, risk only passes upon handover of the goods to SOLYCO.

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V. Defects

  1. The delivered goods must be carefully inspected immediately after delivery to the customer or to the third party designated by the customer.

  2. In the event of visible transport damage, the purchaser must have the damage confirmed by the carrier on the delivery note. Any damage to the goods must be reported to SOLYCO within 3 working days, presenting the delivery note signed by the carrier.

  3. If a hidden defect becomes apparent later, notice of the defect must be given in writing immediately after its discovery, but no later than 7 days after delivery. SOLYCO grants an independent product warranty and performance guarantee, the scope of which is set out in the relevant documents. Within the scope of the product warranty or performance guarantee granted, SOLYCO shall, at its own discretion, remedy the defect, arrange for a defect-free replacement delivery or refund the monetary value.

  4. In the event of non-compliance with items 1–3, the goods are deemed accepted and approved.

  5. Defects resulting from improper handling, operation and storage by the customer are excluded from the statutory warranty.

  6. If, during the liability period for defects, repair work or other modifications and/or processing are carried out on the contractual items supplied by SOLYCO by the customer or third parties without SOLYCO’s consent, the statutory warranty shall lapse.

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VI. Retention of Title

  1. The delivered goods remain the property of SOLYCO until all outstanding claims have been settled. Resellers are permitted to sell the goods subject to retention of title in their own name in the ordinary course of business.

  2. The customer hereby assigns to SOLYCO the claim arising from the resale. SOLYCO accepts the assignment. However, the assignment only applies in the amount corresponding to the price of the delivery item invoiced by SOLYCO.

  3. If the customer connects the delivery item or the new goods with land or real estate, the customer also assigns, without the need for any further special declaration, its claim to remuneration for the connection in the amount corresponding to the price of the delivery item invoiced by SOLYCO.

  4. While the retention of title exists, the customer is prohibited from pledging the goods or transferring ownership of them by way of security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must notify SOLYCO immediately.

  5. If the customer is in default of payment, SOLYCO is entitled, even without setting a deadline, to demand the return of the delivery item or the new goods and/or – if necessary after setting a deadline – to withdraw from the contract; the customer is obliged to return the goods. A demand for the return of the delivery item/new goods does not constitute a declaration of withdrawal by SOLYCO, unless this is expressly declared.

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VII. Statutory Warranty

  1. A statutory warranty period of one year applies. It begins with the delivery of the components to the customer. Measures of subsequent performance do not extend or renew the statutory warranty period.

  2. SOLYCO Solar AG grants an independent product warranty and performance guarantee.

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VIII. Liability

  1. SOLYCO is not liable for damage due to slight negligence. In any case, SOLYCO is only liable for foreseeable and contract-typical damage. Indirect and consequential damage is excluded from liability.

  2. SOLYCO’s total liability for each delivery is limited to the respective contract price.

  3. The limitations do not apply in the case of grossly negligent and intentional conduct or injury to life, body or health.

  4. The above exclusions and limitations of liability apply to the same extent in favour of the executive bodies, legal representatives, employees and other vicarious agents of SOLYCO Solar AG.

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IX. Data Processing

  1. The purchaser’s personal data obtained in the course of the business relationship are processed by SOLYCO in accordance with the provisions of the GDPR and, subsidiarily, the German Federal Data Protection Act (BDSG).

  2. For further information, please refer to our privacy policy at www.solyco.com.

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X. Force Majeure

  1. If failure to meet deadlines is due to force majeure, e.g. mobilisation, war, riot, or to similar events for which SOLYCO is not responsible, e.g. strikes or lockouts, government measures, pandemics or the like, the deadlines shall be extended by the periods during which the aforementioned event or its effects last. SOLYCO shall notify the customer of the beginning and end of such circumstances as soon as possible.

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XI. Cancellation

  1. If an order is cancelled by the customer, the customer must pay SOLYCO compensation of 25 % of the net order value, without prejudice to the possible assertion of higher actual damage, unless the customer proves lower damage.

  2. If an order is cancelled only after completion or a delivery is not accepted, the full purchase price must be paid. In the case of partial completion, the proportionate purchase price plus storage costs must be paid, without prejudice to the possible assertion of higher actual damage.

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XII. Final Provisions

  1. The place of performance for all obligations arising from the contractual relationship is Berlin, Federal Republic of Germany.

  2. If parts of these terms and conditions are invalid or contradict applicable law, the remaining clauses shall not be affected. The parties undertake to replace the invalid provision with another provision whose economic effect comes as close as possible to that of the provision to be replaced. The same applies to filling any contractual gaps.

  3. This contract is governed by German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction is Berlin.

  4. The conclusion of the contract and any side agreements as well as subsequent amendments require written form. This also applies to any waiver of the written form requirement.

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As of May 2025

(English version – for information purposes only. The German version shall prevail in case of discrepancies.)

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