General Terms and Conditions of Solareza GmbH
for the sale and installation of roof-mounted photovoltaic systems

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1. General, Definitions, Scope; Data Protection
1.1. These General Terms and Conditions (hereinafter "GTC") apply to all business relationships of Solareza GmbH with a consumer as defined in § 13 BGB (German Civil Code) or an entrepreneur as defined in § 14 BGB, a legal entity under public law, or a special fund under public law as defined in § 310 paragraph 1 sentence 1 BGB (hereinafter "Customer" or "Customers").
1.2. If these GTC refer to "DC assembly," it means the entire roof installation, and "AC assembly" means the electrical installation.
1.3. These GTC apply exclusively to contracts for the sale, delivery, and installation of rooftop photovoltaic systems, including accessories and other movable items (hereinafter "Products").
1.4. These GTC in their respective version also apply as a framework agreement for all future contracts for the delivery of products with the same customer, without Solareza having to refer to them again in each individual case; changes to these GTC will be communicated to the customer in writing and are deemed approved if the customer does not object to the change in writing. The customer will be informed of this consequence upon notification of the changes. The customer must object to the changes in writing within six weeks of notification.
1.5. These GTC apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions of the customer do not become part of the contract, even if Solareza is aware of them and does not expressly object to their applicability in individual cases, unless their applicability is expressly agreed to in writing. Silence does not constitute consent. This also applies if Solareza carries out the delivery and installation or other performance unconditionally, knowing the customer's differing terms and conditions.
1.6. Individually agreed, individual agreements with the customer (including side agreements, additions, and amendments) always take precedence over these GTC. The content of such agreements is governed by a written contract or written confirmation from Solareza.
1.7. Legally relevant declarations and notifications that the customer must make to Solareza after the conclusion of the contract (e.g., setting deadlines, reporting defects, declaring withdrawal or reduction) require text form as defined in § 126b BGB to be effective.
1.8. References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory regulations apply, unless they are directly modified or expressly excluded in these GTC.
1.9. In all data processing operations (e.g., collection, processing, and transmission), Solareza acts in accordance with the statutory provisions. The personal data provided by the customer is electronically stored by Solareza. Solareza is entitled to pass on the data necessary for contract processing to third parties involved in the execution of the contract. Further information about the nature, scope, location, and purpose of the collection, processing, and use of personal data necessary for order processing can be found in Solareza's data protection declaration. If personal data is transferred to and processed in countries outside the EEA by the aforementioned parties, this will be done in full compliance with the applicable legal provisions for the protection of personal data.

2. Offer, Conclusion of Contract, Price, Documents
2.1. Solareza's offers are binding for a period of two (2) weeks from receipt by the customer (hereinafter "Period") (hereinafter "Offer"). If the customer does not declare acceptance of the offer to Solareza in writing or in text form within the Period (hereinafter "Conclusion of Contract"), Solareza is no longer bound by the offer after the expiration of the Period. The relevant date for meeting the deadline is the submission / dispatch of the acceptance declaration via our automated sales system (CRM).
2.2. Solareza is entitled to request proof of capital or financing confirmations from banks from the customer for the financing of the purchase price of the product before delivery.
2.3. The scope of the contractually owed performance is determined solely by Solareza's offer, including these GTC. Oral commitments or other agreements made before the offer is issued are non-binding and are replaced by the accepted offer.
2.4. Information contained in brochures, catalogs, circulars, advertisements, price lists, or documents belonging to the offer, such as details, drawings, illustrations, technical data, descriptions of weight, dimensions, and performance, is non-binding and for informational purposes only, unless they are expressly designated as binding. They do not constitute a quality or durability guarantee for the products to be delivered or services to be rendered by Solareza. Samples and models serve only as illustrative objects with average quality features, dimensions, and colors. Commercially customary deviations, especially deviations within the tolerances of EN or DIN standards, and deviations due to legal regulations or technical improvements, are permissible within reasonable limits, as long as they do not impair the usability for the contractually intended purpose.
2.5. Solareza reserves the right to make changes to the design, material selection, specification, and construction even after the conclusion of the contract without prior notice, provided these changes do not contradict the binding offer or the customer's specification, or provided the contractual object and its external appearance do not undergo any quality loss or other unreasonable changes for the customer.
2.6. Solareza reserves all property rights, copyrights, and industrial property rights to all cost estimates, drawings, designs, constructions, tools, and other documents (hereinafter "Documents"). The customer is only permitted to use them within the scope of the contractual purpose. Any use beyond this, particularly reproduction, distribution, publication, reconstruction, editing, transformation, transfer to third parties, or other commercial use, is not permitted to the customer.
2.7. If the customer provides images, calculations, drawings, designs, constructions, static calculations, or other documents, he is responsible to Solareza for their accuracy and completeness and ensures that the use of the documents does not violate any industrial property rights, especially patents, design patents, copyrights, or other third-party rights. The customer indemnifies Solareza from all claims made against Solareza due to the violation of the aforementioned obligations.

3. Scope of Services
3.1 The scope of services is derived from Solareza's offer and any additionally agreed ancillary services.
3.2 Solareza is entitled to have the services required for the execution of the contract carried out by third parties.
3.3 Solareza is entitled to separately invoice any additional services that were not originally listed in the offer but become apparently necessary during the installation of the product, upon agreement with the customer. This includes, in particular, the absence of empty conduits, longer cable routes, a free meter slot, and the reinforcement of the meter cabinet for feed-in.
3.4 The meter replacement appointment, which is generally necessary for the commissioning of the PV system, is not a service provided by Solareza but by the responsible network operator. Appointments are assigned by the network operator, and Solareza has no influence on this scheduling. There can be up to 8 weeks or more between the electrical installation and the meter replacement appointment. Additional costs may be incurred with the network operator for the meter replacement.

4. Prices, Payment Terms
4.1 Unless otherwise expressly offered in the offer, the entire purchase price is payable immediately upon receipt of the invoice and delivery or performance of the service without any deduction (hereinafter "Due Date"). The relevant date for payment is the receipt of payment by Solareza. Upon expiration of the above payment period, the customer will be in default; this also applies if they are not responsible for the delayed payment.
4.2 If the customer is in default due to a reminder or, if the customer is a consumer, no later than 30 days after the Due Date without a reminder, Solareza is entitled to charge the customer a reasonable fee of Euro 5.00 for each additional reminder, unless the customer proves that the actual costs incurred are lower. If the Due Date is exceeded or deferred, Solareza is entitled to demand default or deferment interest of 5 percentage points above the respective base interest rate per year, but at least 8 percent 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, as well as the lump sum according to § 288 paragraph 5 BGB in the amount of Euro 40.00. Solareza expressly reserves the right to prove and claim higher damages due to default. For merchants, the claim to commercial maturity interest (§ 353 HGB) remains unaffected. If partial payment is agreed and the customer is in default with a partial payment, Solareza is further entitled to suspend further performance until full payment of the outstanding partial amount.
4.3 If the customer is in default of payment, Solareza is entitled, without prejudice to further claims and rights, particularly to suspend performance according to § 320 BGB, to terminate any existing deferral agreement extraordinarily and to declare all claims immediately due.
4.4 The customer can only offset with an undisputed, expressly acknowledged by Solareza, or legally established counterclaim.
4.5 The customer is only entitled to assert a right of retention if the counterclaim arises from the same contractual relationship and is undisputed, acknowledged by Solareza, or legally established.
4.6 If there are circumstances indicating a deterioration in the customer's creditworthiness or insolvency and thus endangering Solareza's payment claim, Solareza may make further performance or deliveries dependent on an advance payment or security deposit from the customer. If the customer refuses the advance payment or security deposit despite a deadline, Solareza is entitled to withdraw from the contract and claim damages. If an insolvency application is filed over the customer's assets, or if insolvency proceedings are opened, there is also a right of withdrawal and a claim for damages.

5. Conditions for Delivery and Performance, Customer's Duty to Cooperate
5.1 The customer must ensure at their own expense that the delivery, installation, and commissioning of the product can commence as agreed and proceed without interruption.
5.2 It is the customer's responsibility to ensure that the structural conditions for the installation of the product are in place at their own expense before the installation work begins. For the delivery of a rooftop photovoltaic system, this includes, in particular, verifying the static suitability of the entire roof structure and the building itself. The above section 2.7 applies.
5.3 The customer grants Solareza and the third parties commissioned by Solareza unrestricted access to the installation site, as far as necessary for the performance of the contractually owed services. Any delay in the installation of the product resulting from restricted access will be at the customer's expense.
5.4 The delivery of the components is free to the curb.
5.5 If the customer desires delivery at a specific time on a particular delivery date, this requires a separate agreement, including the associated additional costs, which Solareza will inform the customer about in advance.
5.6 The customer is obligated to provide a storage space in a lockable room for the delivered products until installation. The products, if they are modules and accessories, are delivered on pallets (dimensions: approx. 80cm x 120cm) and otherwise in individual parts, with the profiles for the frame construction having a length of approx. 6m. The required storage space size depends on the quantity of the delivered products and will be coordinated between Solareza and the customer before delivery.

6. Delivery Deadlines, Delivery Delay, Transfer of Risk, Default of Acceptance
6.1 Dates or deadlines are only binding if agreed upon in text form.
6.2 If the customer fails to perform necessary acts of cooperation in a timely manner, the deadlines are extended by the period of the hindrance. This does not apply if Solareza is responsible for the delay. Delays due to force majeure and events such as strikes, lockouts, official orders, etc., which temporarily hinder or make it impossible for Solareza to perform the agreed services, are not Solareza's responsibility, even with bindingly agreed dates and deadlines. This also applies if the aforementioned events occur with third parties commissioned by Solareza or their subcontractors.
6.3 All delivery and installation obligations of Solareza are subject to the timely and complete self-delivery.
6.4 Twelve weeks after exceeding a non-binding delivery date/delivery period, the customer may request Solareza in text form to deliver within a reasonable period. If Solareza culpably fails to meet an expressly agreed delivery date/delivery period or if Solareza is in default for other reasons, the customer must set a reasonable grace period for Solareza to perform. If Solareza allows this grace period to lapse without result, the customer is entitled to withdraw from the purchase contract.
6.5 The legal regulations apply to the customer's default of acceptance. If the customer is in default of acceptance or violates other duties to cooperate with Solareza, Solareza is entitled, without prejudice to other rights, to store the products at the customer's risk and expense or to withdraw from the contract and claim damages according to the legal provisions, especially after the unsuccessful expiration of a grace period set by Solareza. Further claims or rights remain reserved.

7. Retention of title
7.1. Solareza reserves ownership of the products sold until all claims arising from the business relationship with the customer have been paid in full - including those arising in the future. This also applies if payments have been made for certain products specified by the customer.
7.2. The products subject to retention of title (hereinafter "reserved products") may not be pledged to third parties, transferred as security or otherwise encumbered with third-party rights before the secured claims have been paid in full.
7.3. The customer is obliged to immediately notify Solareza in writing of any access by third parties to the reserved products, in particular any seizure or any other impairment of the security rights by third parties, as well as any damage or destruction of the products. The customer must provide Solareza with all information necessary for intervention and hand over the necessary documents. Irrespective of this, the customer must inform third parties and enforcement authorities in advance of Solareza's ownership. If the third party is unable to reimburse Solareza for the extrajudicial and legal costs of an intervention, the customer is liable to Solareza for the loss incurred.
7.4. Solareza is entitled to withdraw from the contract and take back the products if the customer acts in breach of contract, in particular if payment is delayed or if an obligation under clauses 7.2 and 7.3 above is violated. If Solareza asserts its right to return the goods after withdrawing from the contract, the customer hereby irrevocably authorizes Solareza to take possession of the reserved goods that are its property and to enter the location where the reserved goods are located for this purpose. Taking back the reserved goods by Solareza constitutes a withdrawal from the contract - without prejudice to the assertion of claims for damages. After taking back the reserved goods, Solareza is entitled to sell them; the proceeds from the sale are to be offset against the customer's liabilities - less reasonable sales costs.
7.5. If the customer acquires a contractual claim to a security mortgage by installing the product on a building or property, he assigns this claim to Solareza in the value of the reserved products (final invoice amount) to secure the purchase price payment.
7.6. Solareza undertakes to release the securities to which it is entitled at the customer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is the responsibility of Solareza.
8. Transfer of risk
The transfer of risk for the products to be delivered by Solareza, which are usually PV modules, substructures, inverters and cabling, is the completion of the installation of the PV system up to and including commissioning in accordance with the EEG, i.e. commissioning after permanent installation of the PV modules and all components necessary for generating alternating current. Unless expressly agreed otherwise, the connection of the PV system from the inverter to the public grid as well as the installation or function of all other components such as surveillance or monitoring systems is not necessary for the transfer of risk.

9. Warranty
9.1 Obvious defects (including incorrect and incomplete deliveries) must be reported to Solareza immediately, but no later than seven (7) days after the products have been put into operation, in writing, specifying the defect in sufficient detail. Hidden defects must be reported to Solareza immediately, but no later than seven (7) days after they have been discovered, in writing, specifying the defect in sufficient detail. 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, then the assertion of claims for defects requires that the customer has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). If the customer fails to carry out the proper inspection, Solareza's liability for the defect not reported is excluded.
9.2. If the products delivered do not meet the subjective requirements, the objective requirements or the assembly requirements listed below, Solareza is obliged to provide subsequent performance. This does not apply if Solareza is entitled to refuse subsequent performance due to statutory regulations. The products do not meet the subjective requirements if
a) they do not have the properties agreed between the customer and Solareza or
b) they are not suitable for the use stipulated in the contract or
c) they are not handed over with the agreed accessories and the agreed instructions, including assembly and installation instructions.
9.3. Unless otherwise agreed between the customer and Solareza in compliance with the applicable information and formal requirements, the item does not meet the objective requirements if
a) it is not suitable for normal use or
b) it does not have the quality that is usual for items of the same type and that the customer can expect, taking into account the nature of the item and the public statements made by us or another link in the contractual chain or on their behalf, in particular in advertising or on the label, or
c) if it does not correspond to the quality of a sample or pattern that Solareza made available to the customer before the contract was concluded, or
d) if it is not handed over with the accessories including packaging, assembly or installation instructions and other instructions that the customer can expect to receive.
9.4. Solareza does not sell or supply low-glare or glare-free PV modules unless otherwise expressly agreed with the customer. Solareza also does not check for glare impairments on neighboring houses. In case of doubt, the customer must eliminate any possible impairment of neighbors due to light reflections by means of a glare assessment before installing the PV system.
9.5. An effective alternative agreement between the customer and Solareza regarding the objective requirements of the products requires that the customer was specifically informed before submitting his contractual declaration that a certain feature of the products deviates from the objective requirements, and that the deviation in this sense was expressly and separately agreed in the contract.
9.6. If there is a defect in the delivered product or a component of the product, the customer initially has the choice of whether the subsequent performance should be carried out by repair or replacement delivery. Solareza is, however, entitled to refuse the type of subsequent performance chosen by the customer if it is only possible at disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the customer. During the subsequent performance, the reduction of the purchase price or withdrawal from the contract by the customer is excluded. A repair is deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent performance has failed or we have refused the subsequent performance altogether, the customer can, at his discretion, demand a reduction in the purchase price (reduction) or declare withdrawal from the contract.
9.7. The customer must give Solareza the time and opportunity required for the subsequent performance owed, in particular to hand over the defective component of the product to Solareza for inspection purposes. In the event of a replacement delivery, the customer must hand over the defective product component to Solareza in accordance with the statutory provisions.
9.8. If a customer's request for remedy of a defect turns out to be unjustified, Solareza can demand reimbursement of the costs incurred from the customer.9.9. The subsequent performance owed by Solareza is deemed to have failed after the third attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent performance has failed or Solareza has refused subsequent performance altogether, the customer's rights are governed by the statutory provisions, taking into account Section 11 (limitation of liability, compensation).
9.10. Claims for defects do not apply in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable installation surfaces or due to special external influences that are not assumed under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties make improper changes or repairs, there are also no claims for defects for these and the resulting consequences.
9.11. Solareza does not accept any liability for the natural aging of the roof covering. According to the technical rules for hazardous substances (TRGS), installations on hazardous substances containing asbestos are not permitted. Natural wear and tear and aging, damage resulting from improper or negligent handling, excessive use, unsuitable operating materials and failure to comply with operating instructions are excluded from the warranty. The same applies to damage caused by modifications or repair work carried out by the buyer or third parties not engaged by Solareza. It is recommended that the product be serviced and maintained only by a qualified specialist company during the warranty period.
10. Withdrawal from the contract
10.1 In the event of non-delivery, incorrect delivery, incomplete delivery or late delivery, Solareza is entitled to withdraw from the contract. Solareza is also entitled to withdraw from the contract if an application for the opening of insolvency proceedings has been filed against the customer's assets, an affidavit has been made in accordance with Section 802c of the Code of Civil Procedure or insolvency proceedings have been opened against the customer's assets or the opening of proceedings has been rejected due to insufficient assets.
10.2 If it turns out after the conclusion of the contract that the local conditions make the installation of a PV system impossible, or at least would only be possible with enormous additional expenditure, Solareza is also entitled to withdraw from the contract. (e.g. mortared bricks, earthworks/civil engineering).

11. Limitation of liability, compensation
11.1. Claims for damages and reimbursement of expenses by the customer, regardless of the legal basis, are excluded. In all cases, the special statutory provisions for the final delivery of the products to a consumer remain unaffected (supplier recourse according to §§ 478, 479 BGB).
11.2. The exclusion of liability according to the above section 11.1 does not apply (i) in the case of liability under the Product Liability Act; (ii) in cases of intent or gross negligence or malice on the part of the legal representatives of Solareza or their vicarious agents; (iii) in the case of culpable injury to life, body or health; (iv) in the case of a breach of essential contractual obligations, i.e. those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely. However, liability for breach of essential contractual obligations is limited to compensation for foreseeable, contract-typical damage, unless Solareza is liable due to intent, gross negligence or malice, injury to life, body or health or under the Product Liability Act.
11.3. In the event of liability for simple negligence, Solareza's obligation to pay compensation for property damage and resulting financial losses is limited to the coverage amounts of its respective liability insurance, even if it is a breach of essential contractual obligations. The coverage amount per damage event is EUR 1,000,000 (one million) flat rate for personal injury and other damage (property damage and financial losses).
11.4. The liability limitations contained in sections 11.2 and 11.3 also apply to the extent that the liability of legal representatives, senior employees and other vicarious agents is affected.
11.5. The customer is obliged to take appropriate measures to prevent and reduce damage.
11.6. If it is determined during DC assembly that fewer modules can be installed than shown in the offer, only the costs for the modules not installed and the substructure not installed will be reimbursed.
11.7. If a scaffold was not used and not priced, no costs will be reimbursed.
12. Advertising, reference
The customer agrees that Solareza may name the installed product as a reference, publish it and advertise with photos of the installed product. When naming the installed product as a reference system, Solareza is obliged not to name or publish any personal data or detailed location data that would allow conclusions to be drawn about the customer and the location of the product.
13. Product-specific conditions
13.1. Feeding in electrical energy: In order to feed in electrical energy into the local network operator's network, a contract between the customer and the local network operator may be required, which the customer may be obliged to conclude.
13.2. The customer assures that the public notification required for the installation of the roof-mounted photovoltaic system on the roof of the building has been submitted to the responsible building authority. Solareza can request the customer to provide appropriate proof.
14. Limitation period
14.1. The mutual claims of the contracting parties expire in accordance with the statutory provisions, unless these General Terms and Conditions stipulate otherwise.
14.2. The warranty period is generally 2 years, calculated from the transfer of risk. If a defect has become apparent within the limitation period, the limitation period does not begin before the expiry of four months after the time at which the defect first became apparent. If the customer has handed over the defective component of the product to Solareza or a third party designated by Solareza for subsequent performance or to meet claims under a guarantee, the limitation period for claims due to the asserted defect does not begin before the expiry of two months after the time at which the repaired or replaced component of the product was installed at the customer's premises. This period also applies to claims for compensation for consequential damages caused by a defect, provided that no claims are asserted based on tort.
14.3. 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 general limitation period for claims arising from material and legal defects is one year from delivery or transfer of risk, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code. If acceptance has been agreed, the limitation period begins with acceptance.

14.4. Statutory limitation provisions for third-party claims for the return of property (Section 438 Paragraph 1 No. 1 of the German Civil Code), in the event of fraudulent intent on the part of Solareza (Section 438 Paragraph 3 of the German Civil Code), for claims in supplier recourse (Section 479 of the German Civil Code), from the Product Liability Act (ProdHaftG) and for the claims for damages specified in Sections 11.2 and 11.3 remain unaffected. In these cases, the statutory limitation provisions apply exclusively.
14.5. To the extent that Solareza owes the customer damages in accordance with Section 11 due to or as a result of a defect, the limitation periods regulated in this Section 14 also apply to competing non-contractual claims for damages, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code) leads to a shorter limitation period in the individual case. The limitation periods of the Product Liability Act remain unaffected in any case.
15. Right of withdrawal
If the customer concludes a contract with Solareza as a consumer and the customer and Solareza use only means of distance communication for the contract negotiations and the conclusion of the contract (e.g. indicative non-binding offer, exchange of information and discussion of the offer via the Solareza online platform as well as telephone or fax), the customer is generally entitled to a statutory right of withdrawal, about which Solareza will provide separate information.
16. Consumer arbitration, final conditions
16.1. Solareza is fundamentally not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
16.2. The law of the Federal Republic of Germany applies, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG), including in cross-border deliveries. If the customer is a consumer, the mandatory consumer protection provisions that apply in the state in which the customer has his or her habitual residence also apply, provided that these offer the customer more extensive protection.
16.3. The exclusive place of jurisdiction for all possible disputes arising from our business relationship with the customer, including these General Terms and Conditions, is Solareza's registered office in Eppstein, provided that 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 his or her registered office, place of residence or habitual residence is not known at the time the action is brought. However, Solareza is also entitled to bring an action at the customer's general place of jurisdiction.
16.4. If individual provisions of this contract are or become invalid or unenforceable, this does not affect the validity of the remaining provisions of this contract. The provision that is wholly or partially invalid should be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
16.5. Verbal collateral agreements do not exist.