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SOLYCO Solar AG

General Terms and Conditions for Solar Products 

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

I. General Provisions

  1. All 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. These delivery conditions also apply to all future deliveries within an ongoing business relationship. The purchaser acknowledges these terms upon receipt of an offer.

  3. Any deviation requires written confirmation.

  4. The customer’s general terms and conditions of delivery and performance shall apply only insofar as SOLYCO has expressly agreed to them in writing.

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II. Contractual Offers

  1. All offers made by SOLYCO are non-binding. Contracts are only concluded through SOLYCO’s written order confirmation or upon delivery. The customer’s order constitutes a binding offer.

  2. SOLYCO may accept the purchaser’s order within ten (10) working days of its submission.

  3. SOLYCO reserves the right to make changes after sending an order confirmation, provided such changes do not conflict with the order confirmation or the customer’s specification.

  4. Information regarding the subject matter of the contract and any illustrations thereof are approximate unless exact conformity is required for the intended purpose. They do not constitute guaranteed characteristics. Deviations due to legal requirements or technical improvements, as well as the replacement of components with equivalent or superior parts, are permissible provided they do not negatively affect the intended contractual use.

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

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III. Prices and Payment Terms

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

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

  3. SOLYCO reserves the right to adjust prices for deliveries scheduled more than six weeks after contract conclusion in accordance with post-contract changes in material, manufacturing, personnel, transport or storage costs, tax changes, or currency fluctuations. If such price adjustment results in an increase of more than 3% of the current price, the customer is entitled to withdraw from the contract.

  4. Upon receipt of the invoice, the customer shall automatically be in default after 30 days unless an earlier due date has been validly agreed.

  5. The customer has no right of retention regarding payments. In the event of defective delivery, the customer may only withhold payment to the extent that the retained amount reasonably corresponds to the defects and the expected costs of subsequent performance (especially rectification of defects).

  6. Payments shall be made by bank transfer only; cash or cheque payments are accepted only upon individual agreement.

  7. If the customer fails to comply with payment terms, SOLYCO may, without prejudice to other statutory rights, require advance payment or the provision of security before performing outstanding deliveries.

  8. The same applies if circumstances become known which, in the reasonable judgment of a prudent merchant, raise justified doubts about the customer’s creditworthiness—particularly if the customer suspends payments, applies for insolvency, or insolvency proceedings are opened.

  9. SOLYCO is entitled to assign its claims against the customer to third parties.

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IV. Shipment and Transfer of Risk

  1. Delivery dates and deadlines are agreed in writing between the customer and SOLYCO for each order. The delivery period stated in the order confirmation applies. Delivery and performance dates are approximate and subject to timely self-supply by SOLYCO’s suppliers. The commencement of the agreed period presupposes that all documents necessary for contract execution have been provided and agreed payments have been made.

  2. If SOLYCO is culpably in default, it shall be liable—after an unsuccessful written grace period of at least ten (10) working days—only for foreseeable and contract-typical damages. SOLYCO is not liable for delays caused by the carrier.

  3. Deliveries must be accepted even if they have minor defects. Defects are considered minor if they do not impair usability or performance. Optical defects are material only if they remain easily visible after installation and substantially affect marketability. If the customer fails to take delivery at the agreed date, SOLYCO may charge reasonable storage costs.

  4. Risk passes to the customer once the goods have been handed over to the carrier. At the customer’s express request and expense, SOLYCO will insure the shipment against customary transport risks.

  5. If shipment or acceptance is delayed for reasons attributable to the customer, the risk shall pass upon notification of readiness for dispatch.

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

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V. Defects

  1. The customer must carefully inspect the delivered goods immediately upon delivery to the customer or its designated third party.

  2. In the event of visible transport damage, the purchaser must have the damage confirmed by the carrier on the delivery note. The damage must be reported to SOLYCO within three (3) working days, enclosing the delivery note signed by the carrier.

  3. Hidden defects must be reported in writing immediately upon discovery, but no later than seven (7) days after delivery. SOLYCO provides an independent product and performance warranty, the scope of which is set out in the relevant documentation. Within this warranty, SOLYCO may, at its discretion, remedy the defect, supply a replacement, or reimburse the monetary value.

  4. Failure to comply with paragraphs 1–3 shall be deemed acceptance and approval of the goods.

  5. Warranty claims are excluded for defects resulting from improper handling, operation, or storage by the customer.

  6. If the customer or third parties perform repair work or make modifications or processing to the goods without SOLYCO’s consent during the warranty period, all warranty claims shall lapse.

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VI. Retention of Title

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

  2. The customer hereby assigns to SOLYCO the receivables arising from such resale. SOLYCO accepts this assignment. The assignment shall, however, apply only up to the amount corresponding to SOLYCO’s invoiced price for the goods.

  3. If the customer connects the goods with real property or buildings, the customer hereby assigns to SOLYCO, without further declaration, the receivable due to the customer as compensation for such connection, up to the amount corresponding to SOLYCO’s invoiced price.

  4. During the retention of title, the customer may neither pledge nor assign the goods as security. In case of seizure, confiscation, or other interventions by third parties, the customer must immediately notify SOLYCO.

  5. In the event of payment default, SOLYCO may, without notice and without prejudice to further rights, demand the return of the goods and/or—after setting a deadline—withdraw from the contract. The customer is obliged to return the goods. The request for return does not constitute a withdrawal unless explicitly declared.

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VII. Warranty

  1. The warranty period is one (1) year, commencing upon delivery to the customer. Measures of subsequent performance do not extend or renew the warranty period.

  2. SOLYCO Solar AG provides an independent product and performance warranty.

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VIII. Liability

  1. SOLYCO shall not be liable for damages caused by slight negligence. In any case, SOLYCO’s liability is limited to foreseeable and contract-typical damages. Indirect and consequential damages are excluded.

  2. The total liability of SOLYCO for each delivery is limited to the contract price.

  3. These limitations do not apply in cases of gross negligence, intent, or injury to life, body, or health.

  4. The foregoing exclusions and limitations of liability apply equally to the organs, legal representatives, employees, and other agents of SOLYCO Solar AG.

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IX. Data Processing

  1. Personal data obtained in the course of the business relationship shall be processed by SOLYCO in accordance with the provisions of the GDPR and, subsidiarily, the German Federal Data Protection Act (BDSG).

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

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X. Force Majeure

  1. If non-compliance with deadlines is due to force majeure—such as mobilization, war, civil unrest, strikes, lockouts, government actions, pandemics, or other events beyond SOLYCO’s control—deadlines shall be extended for the duration of such events or their effects. SOLYCO shall inform 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 shall pay SOLYCO compensation of 25% of the net order value, without prejudice to SOLYCO’s right to claim higher actual damages, unless the customer proves a lesser loss.

  2. If cancellation occurs after completion or if the goods are not accepted, the full purchase price shall be due. In case of partial completion, the proportional purchase price plus storage costs shall be payable, without prejudice to claims for higher actual damages.

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XII. Final Provisions

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

  2. Should any provision of these Terms and Conditions be invalid or conflict with applicable law, the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with one that comes as close as possible to the economic intent of the original. The same applies to 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 contract, side agreements, and subsequent amendments must be made in writing. This also applies to any waiver of the written form requirement
     

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

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