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General terms and conditions of Solareza GmbH for the sale and installation of rooftop photovoltaic systems

1. General, explanation of terms, scope; data protection

1.1. The General Terms and Conditions (GTC) described here apply to all business relationships between Solareza GmbH and its customers. The term "customer" refers to both consumers (individuals) as defined in Section 13 of the German Civil Code (Bürgerliches Gesetzbuch or BGB) and entrepreneurs (businesses) as defined in Section 14 of the BGB, as well as legal entities under public law or special funds under public law as defined in § 310 paragraph 1 sentence 1 of the BGB.

1.2. In these General Terms and Conditions, the term "DC assembly" refers to the entire roof assembly, while "AC assembly" refers to the electrical installation.

1.3. These General Terms and Conditions exclusively apply to contracts involving the sale, delivery, and installation of rooftop photovoltaic systems, including accessories and other movable items, which are collectively referred to as "products."

1.4. These General Terms and Conditions serve as a framework agreement and apply to all future contracts for the delivery of products to the same customer, without requiring Solareza to refer to them again for each individual case. Any changes made to these General Terms and Conditions will be communicated to the customer in writing. If the customer does not object to the changes in writing, they are considered approved. The customer will be informed of this consequence when the changes are announced. If the customer wishes to object to the changes, they must do so in writing within six weeks of notification.

1.5. These General Terms and Conditions are the exclusive terms that apply. Any different, conflicting, or supplementary general terms and conditions provided by the customer do not become part of the contract, even if Solareza is aware of them and does not explicitly object to their validity in individual cases, unless their validity is expressly agreed upon in writing. Silence does not constitute consent. This also applies if Solareza carries out the delivery, installation, or other services without reservation, while being aware of the customer's differing terms and conditions.

1.6. Individual agreements that are made with the customer in specific cases, including ancillary agreements, additions, and changes, always take precedence over the General Terms and Conditions. The content of such agreements is determined by a written contract or the written confirmation provided by Solareza.

1.7. Legally relevant declarations and notifications that the customer needs to submit to Solareza after the contract has been concluded (e.g., setting deadlines, defect notifications, withdrawal or reduction statements) must be in written form, as defined by Section 126b of the German Civil Code (BGB), to be considered effective.

1.8. References to the validity of legal regulations in these General Terms and Conditions are only for clarification purposes. The legal regulations apply even without such clarification, unless they are directly modified or expressly excluded in these General Terms and Conditions.

1.9. Solareza complies with all applicable legal provisions in all data processing operations, including data collection, processing, and transmission. The personal data provided by the customer is stored electronically by Solareza. Solareza has the right to share the necessary data with third parties involved in the execution of the contract. Further details regarding the collection, processing, and use of personal data necessary for order fulfillment can be found in Solareza's data protection declaration. If personal data is transferred to the mentioned parties in countries outside the European Economic Area (EEA) and processed there, it is done in full compliance with the relevant legal regulations for personal data protection.

2. Offer, conclusion of contract, price, documents

2.1. The offers made by Solareza are binding for a period of two (2) weeks after they are received by the customer. If the customer does not provide a written or text form acceptance of the offer within this period, the offer is no longer binding for Solareza. The submission or dispatch of the acceptance declaration through Solareza's automated sales system (CRM) determines the adherence to the deadline.

2.2. Solareza has the right to request the customer to provide proof of funds or financing confirmations from banks to ensure that they have the means to finance the purchase price of the product before delivery.

2.3. The scope of the contractually owed service is determined solely by the offer from Solareza, including these General Terms and Conditions. Any verbal promises or agreements made before the offer is submitted are non-binding and will be superseded by the accepted offer.

2.4. Information, drawings, illustrations, technical data, descriptions of weight, dimensions, and performance provided in brochures, catalogs, circulars, advertisements, price lists, or offer-related documents are non-binding and serve solely for informational purposes, unless they are explicitly designated as binding. They do not constitute a guarantee of the quality or durability of the products to be delivered or the services provided by Solareza. Samples and templates are illustrative objects with average quality features, dimensions, and colors. Reasonable deviations are allowed, particularly those within the tolerances specified in EN or DIN standards or deviations required by legal regulations or representing technical improvements, as long as they do not significantly impair the usability for the intended purpose of the contract.

2.5. Solareza reserves the right to make changes to the design, choice of materials, specifications, and appearance of the products even after the contract has been concluded, without prior notice, as long as these changes do not contradict the binding offer or the customer's specifications and do not result in a loss of quality or other unreasonable changes that would be detrimental to the customer.

2.6. Solareza retains full ownership rights, copyrights, and industrial property rights to all cost estimates, illustrations, drawings, drafts, designs, tools, and other documents (referred to as "Documents"). The customer is only allowed to use these Documents within the scope of the contractual purpose. The customer is not permitted to use the Documents in any other way, including duplication, distribution, publication, reproduction, processing, redesign, transfer to third parties, or any other commercial use.

2.7. If the customer provides illustrations, calculations, drawings, designs, constructions, static calculations, or any other documents, they are responsible for the accuracy and completeness of the provided documents. The customer also warrants that the use of these documents does not infringe upon any industrial property rights, such as patents, design patents, copyrights, or any other rights of third parties. The customer indemnifies Solareza from any claims that may arise against Solareza due to the violation of the aforementioned obligations.

3. Scope of Services

3.1. The scope of services is determined by the offer provided by Solareza and any additional services that may have been agreed upon.

3.2. Solareza has the right to engage third parties to carry out the services required for the execution of the contract.

3.3. Solareza has the right to invoice additional services that were not originally included in the offer but became necessary during the assembly of the product. These additional services will be agreed upon with the customer as ancillary services. Examples of such services include the installation of additional empty pipes, longer cable routes, provision of additional meter space, and upgrading of the meter cabinet for feeding.

3.4. The replacement of the meter, which is essential for the commissioning of the photovoltaic (PV) system, is not a service provided by Solareza. It is the responsibility of the relevant grid operator. The scheduling of meter replacement dates is determined by the network operator, and Solareza has no control over this process. There may be a waiting period of up to 8 weeks or longer between the electrical installation and the meter replacement date. The network operator may also charge additional costs for the meter replacement.

4. Prices, terms of payment

4.1. Unless stated otherwise in the offer, the full purchase price must be paid in full, without any deductions, immediately upon receipt of the invoice and delivery or completion of the service (referred to as the "due date"). The date of payment is determined by the actual receipt of payment by Solareza. If the payment is not received by the specified due date, the customer is considered to be in default, even if the delay in payment is not their fault.

4.2. If the customer is in default due to a reminder, or in the case of a consumer, no later than 30 days after the due date, Solareza is entitled to charge the customer a reasonable fee for each additional reminder, amounting to EUR 5.00, unless the customer can prove that the actual costs incurred are lower. If the due dates are exceeded or deferred, Solareza has the right to demand default interest at a rate of 5 percentage points above the respective base interest rate annually, but not less than 8 percent, if the customer is a merchant, a legal entity under public law, or a special fund under public law. In addition, Solareza is entitled to claim a flat-rate compensation according to § 288 paragraph 5 of the German Civil Code (BGB) in the amount of EUR 40.00. Solareza explicitly reserves the right to provide evidence and claim higher damages caused by the delay. Merchants remain subject to the entitlement to commercial default interest under Section 353 of the German Commercial Code (HGB). If partial payment has been agreed upon and the customer is in default with a partial payment, Solareza has the right to suspend further service provision until the outstanding partial amount has been paid in full.

4.3. If the customer is in default of payment, Solareza has the right, without prejudice to any further claims and rights, particularly the right to suspend services according to § 320 BGB, to terminate any existing deferral agreement immediately and demand immediate payment of all outstanding claims.

4.4. The customer can only offset their payment obligations with an undisputed counterclaim that Solareza has explicitly acknowledged or that has been legally established.

4.5. The customer is only entitled to exercise a right of retention if their counterclaim arises from the same contractual relationship, is undisputed, acknowledged by Solareza, or legally established.

4.6. If circumstances arise that indicate a deterioration of the customer's creditworthiness or their inability to pay, which may jeopardize Solareza's right to receive payment, Solareza may request advance payment or a security deposit from the customer as a condition for providing further services or deliveries. If the customer refuses to make the required advance payment or provide the requested security deposit, or fails to do so within a specified deadline, Solareza is entitled to terminate the contract and claim damages. Furthermore, if an application for insolvency has been filed regarding the customer's assets or insolvency proceedings have been initiated, Solareza also has the right to terminate the contract and claim damages.

5. Requirements for delivery and delivery services, customer's obligation to cooperate

5.1. The customer is responsible for ensuring, at their own expense, that the delivery, assembly, and commissioning of the product can proceed as agreed without any interruptions.

5.2. Prior to the commencement of assembly work, it is the customer's responsibility, at their own expense, to ensure that the necessary structural requirements for product assembly are met. For the delivery of a rooftop photovoltaic system, this includes verifying the structural suitability of the entire roof structure and the building itself. Clause 2.7 mentioned earlier applies in this regard.

5.3. The customer must provide unrestricted access to the assembly site for Solareza and any third parties engaged by Solareza, as required to fulfill the contractual services. Any delays in the product assembly resulting from restricted access will be the customer's responsibility.

5.4. The components will be delivered to the curbside.

5.5. If the customer requests delivery at a specific time on a designated delivery date, this requires a separate agreement specifying the associated additional costs. Solareza will provide prior notification to the customer regarding any such additional costs.

5.6. The customer is obligated to provide a lockable storage space for the delivered products, where they can be stored until assembly. For modules and accessories, the products are typically delivered on pallets (dimensions: approximately 80cm x 120cm), and other components may be delivered individually, with frame construction profiles having a length of approximately 6m. The required size of the storage space depends on the quantity of delivered products and will be agreed upon between Solareza and the customer in advance of the delivery.

6. Delivery periods, delay in delivery, transfer of risk, delay in acceptance

6.1. Dates or deadlines are considered binding only when agreed upon in written form.

6.2. If the customer fails to cooperate in a timely manner to meet deadlines or dates, the deadlines will be extended by the duration of the hindrance. However, this extension does not apply if the delay is attributable to Solareza. Delays caused by force majeure events such as strikes, lockouts, official orders, and other circumstances that temporarily hinder or make it impossible for Solareza to provide the agreed services are not the responsibility of Solareza, even in the case of binding dates and deadlines. This also applies if such events occur at third parties commissioned by Solareza or their contractors.

6.3. All delivery and assembly obligations of Solareza are subject to timely and complete self-delivery of necessary components or materials.

6.4. If a non-binding delivery date or delivery period has been exceeded by 12 weeks, the customer may request Solareza, in written form, to provide delivery within a reasonable additional period of time. If Solareza culpably fails to meet an expressly agreed delivery date or delivery period, or if Solareza is otherwise in default, the customer must grant Solareza a reasonable grace period to fulfill the service. If Solareza allows the grace period to expire without achieving the desired result, the customer has the right to withdraw from the purchase contract.

6.5. The statutory provisions regarding the customer's default of acceptance apply. If the customer fails to accept the products or violates their other obligations to cooperate with Solareza, Solareza is entitled, without waiving any other rights, to appropriately store the products at the customer's risk and expense or, in accordance with applicable legal provisions, withdraw from the contract or seek compensation. Solareza reserves the right to assert further claims or rights.

7. Retention of Title

7.1. Solareza retains ownership of the sold products until all claims arising from the business relationship with the customer, including future claims, have been fully paid. This applies even if specific products have been paid for by the customer.

7.2. The customer is not permitted to pledge, assign as security, or otherwise encumber the products subject to retention of title (referred to as "reserved products") with third-party rights until the secured claims have been fully paid.

7.3. The customer is obligated to immediately inform Solareza in writing of any third-party access to the reserved products, such as seizure or any other impairment of the security rights, as well as any damage or destruction of the products. The customer must provide Solareza with all necessary information for intervention and provide the required documents. Additionally, the customer must inform third parties and enforcement authorities in advance about Solareza's ownership rights. If a third party is unable to reimburse Solareza for the extrajudicial and judicial costs of intervention, the customer is liable for the incurred loss.

7.4. In the event of a breach of contract by the customer, especially in case of payment default or violation of an obligation according to Section 7.2 above, Solareza has the right to withdraw from the contract and reclaim the products. If Solareza exercises its right to reclaim the products after withdrawing from the contract, the customer grants Solareza the irrevocable authorization to take possession of the reserved products and enter the premises where the reserved products are located. The reclaiming of the products subject to retention of title by Solareza constitutes a withdrawal from the contract, without prejudice to any claims for damages. After reclaiming the reserved products, Solareza is authorized to sell them, with the proceeds of the sale being offset against the customer's liabilities, minus reasonable selling costs.

7.5. If the customer acquires a contractual claim for a security mortgage by installing the product on a building or property, the customer assigns this claim to Solareza as security for payment of the purchase price, up to the value of the reserved products (final invoice amount).

7.6. Solareza agrees to release the securities it holds at the customer's request if the realizable value of the securities exceeds the claims to be secured by more than 10%. Solareza has the discretion to determine which securities will be released.

8. Passing of Risk

The transfer of risk for the products to be delivered by Solareza, which typically include PV modules, substructures, inverters, and cabling, occurs upon the completion of the assembly of the PV system, including commissioning as per the EEG (Renewable Energy Sources Act). This means that the risk is transferred after the permanent installation of the PV modules and all the necessary components for generating alternating current. Unless expressly agreed otherwise, the connection of the PV system from the inverter to the public grid and the installation or functioning of other components such as monitoring systems are not required for the transfer of risk.

9. Warranty

9.1. Any obvious defects, including incorrect or short deliveries, must be promptly reported to Solareza in writing, but no later than seven (7) days after the products have been put into operation, specifying the defect in sufficient detail. Hidden defects must also be reported to Solareza in writing without delay, but no later than seven (7) days after their discovery, with a detailed description of the defect. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the assertion of claims for defects requires compliance with the customer's statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code). If the proper inspection is not carried out, Solareza's liability for the unreported defect is excluded.

9.2. Solareza is obligated to remedy the situation if the delivered products do not meet the subjective requirements agreed upon between the customer and Solareza, the objective requirements, or the installation requirements, unless Solareza is entitled to refuse subsequent performance based on statutory regulations. The products do not meet the subjective requirements if:

a) they do not have the agreed quality between the customer and Solareza, b) they are not suitable for the designated use stipulated in the contract, or c) they are not provided with the agreed accessories and instructions, including assembly and installation instructions.

9.3. Unless otherwise agreed, the products do not meet the objective requirements if:

a) they are not suitable for normal use, b) they do not possess the quality that is customary for products of the same type and that the customer can reasonably expect based on the nature of the product and public statements made by Solareza or other parties in the contract chain on their behalf, especially in advertising or labeling, or c) they do not correspond to the quality of a sample or model that Solareza provided to the customer before the conclusion of the contract, or d) they are not provided with the expected accessories, including packaging, assembly or installation instructions, and other instructions.

9.4. Solareza does not sell or supply low-glare or anti-glare PV modules unless expressly agreed otherwise with the customer. Additionally, Solareza does not assess glare from neighboring houses. In case of uncertainty, the customer is responsible for addressing potential light reflection issues and assessing glare for neighboring properties before installing the PV system.

9.5. Any agreement between the customer and Solareza that deviates from the objective requirements of the products is only effective if the customer has been specifically informed, prior to submitting their contractual declaration, about a certain characteristic of the products that deviates from the objective requirements, and the deviation has been expressly and separately agreed upon in the contract.

9.6. In the case of a defect in the delivered product or any component, the customer initially has the option to choose whether the subsequent performance should be carried out through repair or replacement. However, Solareza has the right to refuse the chosen type of subsequent performance if it would involve disproportionate costs, and the alternative type of subsequent performance would not result in significant disadvantages for the customer. During the process of subsequent performance, the customer cannot reduce the purchase price or withdraw from the contract. A subsequent improvement is considered to have failed after an unsuccessful second attempt, unless the nature of the item, defect, or other circumstances indicate otherwise. If the subsequent performance has failed or if Solareza has completely refused to provide subsequent performance, the customer can either demand a reduction in the purchase price (price reduction) or withdraw from the contract.

9.7. The customer must provide Solareza with the necessary time and opportunity to carry out the owed subsequent performance, including handing over the rejected product component for inspection purposes. In the case of a replacement delivery, the customer must return the defective product component to Solareza in accordance with the relevant legal provisions.

9.8. If the customer's request for rectification of defects is found to be unjustified, Solareza may demand reimbursement of the incurred costs from the customer.

9.9. Solareza's owed subsequent performance is considered to have failed after the third attempt, unless the nature of the item, defect, or other circumstances indicate otherwise. If the subsequent performance has failed or if Solareza has completely refused to provide subsequent performance, the customer's rights are determined by the statutory provisions, taking into account Section 11 (Limitation of Liability, Compensation for Damages).

9.10. Claims for defects do not apply in cases of natural wear and tear or damage that occurs after the transfer of risk due to incorrect or negligent handling, excessive stress, unsuitable mounting surfaces, or special external influences that are not covered by the contract. Non-reproducible software errors are also excluded. If the customer or third parties make improper changes or carry out repair work, there are no claims for defects for such actions and the resulting consequences.

9.11. Solareza is not liable for the natural aging of the roof covering. Installation on hazardous substances containing asbestos is not permitted in accordance with the technical rules for hazardous substances (TRGS). Warranty does not cover natural wear and tear, aging, damage resulting from improper or negligent handling, excessive stress, unsuitable equipment, or non-compliance with operating instructions. The same applies to damage caused by alterations or repair work carried out by the buyer or third parties not authorized by Solareza. It is recommended that the product be serviced and maintained during the warranty period by a qualified specialist company.

10. Withdrawal from Contract

10.1 If there is a lack of, incorrect, incomplete, or untimely self-delivery, Solareza has the right to withdraw from the contract. Solareza is also entitled to withdraw from the contract in the following circumstances: if the customer's assets are subject to an application for the opening of insolvency proceedings, if an affidavit according to § 802c ZPO (German Civil Procedure Code) has been submitted, if insolvency proceedings have been initiated against the customer's assets, or if the opening of insolvency proceedings has been rejected due to insufficient assets.

10.2 If, after the contract has been concluded, it is determined that the on-site conditions make it impossible to install a PV system or would require excessive additional efforts (such as mortared bricks or extensive earthworks/civil engineering), Solareza is also entitled to withdraw from the contract.

11. Limitation of Liability, Indemnification

11.1. Claims for damages and reimbursement of expenses by the customer, regardless of the legal reason, are excluded. However, this exclusion does not apply to the special legal regulations regarding the final delivery of products to a consumer (supplier recourse according to §§ 478, 479 BGB).

11.2. The above-mentioned disclaimer of liability in Section 11.1 does not apply in the following cases: (i) liability under the Product Liability Act; (ii) cases of intent or gross negligence and fraudulent intent on the part of Solareza's legal representatives or their agents; (iii) cases of culpable injury to life, limb, or health; (iv) cases of a breach of essential contractual obligations. Essential contractual obligations refer to obligations that are crucial for the proper execution of the contract and on which the customer regularly relies and can rely. However, in cases of a breach of essential contractual obligations, liability is limited to foreseeable, typically occurring damages, unless Solareza is liable for intent, gross negligence, fraudulent intent, injury to life, limb, or health, or under the Product Liability Act.

11.3. In cases of liability due to ordinary negligence, Solareza's obligation to compensate for property damage and resulting financial losses is limited to the coverage amounts provided by their liability insurance, even in the case of a breach of essential contractual obligations. The coverage amount per damage event is a flat rate of EUR 1,000,000 (one million) for personal injury and other types of damage (property and financial loss).

11.4. The limitations of liability stated in Sections 11.2 and 11.3 also apply to the liability of Solareza's legal representatives, executive employees, and other agents.

11.5. The customer is obligated to take appropriate measures to prevent and mitigate damages.

11.6. If, during the DC assembly, it is determined that fewer modules than indicated in the offer can be installed, only the costs for the modules and substructure that were not installed will be reimbursed.

11.7. If scaffolding is not used and not priced, no reimbursement will be provided.

12. Advertising, reference

The customer agrees that Solareza may use the installed product as a reference, publish it, and advertise with photos of the installed product. However, when referring to the installed product, Solareza is obligated not to disclose any personal data or detailed location information that could lead to the identification of the customer or the specific location of the product.

13. Product-Specific Terms

13.1. In order to feed the electrical energy into the local network operator's grid, the customer may be required to enter into a contract with the local network operator, as mandated by regulations. The customer acknowledges this requirement and agrees to fulfill any obligations related to the contract.

13.2. The customer confirms that they have submitted the necessary public law notification to the relevant building authority for the installation of the rooftop photovoltaic system on the building's roof. Solareza reserves the right to request appropriate documentation from the customer as proof of compliance.

14. Statute of Limitations

14.1. Unless stated otherwise in these General Terms and Conditions, the claims of both contracting parties are subject to the statutory provisions regarding the limitation period.

14.2. The warranty period is generally 2 years, starting from the transfer of risk. If a defect becomes apparent within the limitation period, the limitation period will not begin until four months after the defect is first noticed. If the customer has returned the faulty product component to Solareza or a third party designated by Solareza for remedial action or to fulfill guarantee claims, the limitation period for claims related to the reported defect will not commence until two months after the reworked or replaced product component has been installed at the customer's location. This time frame also applies to claims for compensation for consequential damages, unless claims arising from tort are made.

14.3. If the customer is a merchant as defined by the Commercial Code, a legal entity under public law, or a special fund under public law, the general limitation period for claims related to material and legal defects is one year from delivery or the transfer of risk. If acceptance has been agreed upon, the limitation period starts with acceptance.

14.4. Statutory limitation periods apply exclusively to third-party recourse claims (§ 438 Para. 1 No. 1 BGB), cases involving fraudulent intent by Solareza (§ 438 Para. 3 BGB), claims in supplier recourse (§ 479 BGB), claims under the Product Liability Act (ProdHaftG), and claims for damages as mentioned in sections 11.2 and 11.3. In these cases, the regular statutory limitation periods apply.

14.5. If Solareza is liable to the customer for damages under Clause 11 due to a defect, the limitation periods specified in this Clause 14 also apply to competing non-contractual claims for damages, unless the regular statutory limitation period (§§ 195, 199 BGB) is applicable in individual cases and results in a shorter limitation period. The limitations set forth in the product liability law remain unaffected in any case.

15. Right of Withdrawal

If the customer, acting as a consumer, enters into a contract with Solareza solely using means of distance communication (such as a non-binding offer, exchanging information and discussing the offer through Solareza's online platform, as well as telephone or fax) for contract negotiations and the conclusion of the contract, the customer generally has a statutory right of withdrawal. Solareza will provide separate instructions regarding this right of withdrawal.

16. Consumer Arbitration, Final Terms

16.1. Solareza generally does not agree to participate in dispute settlement proceedings before a consumer arbitration board.

16.2. The laws of the Federal Republic of Germany apply, excluding the provisions of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods - CISG), even in cross-border deliveries. If the customer is a consumer, the mandatory consumer protection regulations of the country where the customer has their habitual residence also apply, provided they offer the customer greater protection.

16.3. The exclusive place of jurisdiction for any disputes arising from the business relationship between Solareza and the customer, including these General Terms and Conditions, is the registered office of Solareza in Eppstein, if the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law. The same applies if the customer does not have a general place of jurisdiction in Germany or if their registered office, domicile, or habitual abode is unknown at the time the action is filed. However, Solareza is also entitled to file a lawsuit at the customer's general place of jurisdiction.

16.4. If individual provisions of this contract are or become invalid or unenforceable, it shall not affect the validity of the remaining provisions of the contract. The wholly or partially ineffective provision shall be replaced by a provision that achieves, as closely as possible, the economic effect intended by the ineffective provision.

Unterschrift Solareza
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