General Terms and Conditions of Rinovasol Global Services B.V.

1. Application of the Conditions

1. All deliveries/services of Rinovasol Global Services B.V. shall be solely based on the following terms and conditions.

2. Any contrary general terms and conditions of clients, purchasers/clients or buyer/clients are not accepted and hereby expressly objected to.

3. Any modifications of and supplements to these terms and conditions shall require written form to be valid.

2. Offer and Conclusion of the Contract

1. The offers of Rinovasol Global Services B.V. shall be subject to confirmation and non-binding.

2. Technical changes to the components or technical further developments are reserved in the scope of what is reasonable.

3. Acceptance declarations and any orders shall require written confirmation or confirmation by letter by Rinovasol Global Services B.V.

4. Drawings, figures, dimensions, weights or other performance data shall only be binding if expressly agreed on in writing.

5. Employees of Rinovasol Global Services B.V. are not authorized to enter into any oral side agreements or to make any oral representations that are not included in the written contract.

3. Prices

1. Where not indicated any differently, Rinovasol Global Services B.V. shall be bound to its price offers for 7 days from the date of the offer. Apart from this, the prices named in the order confirmation by Rinovasol Global Services B.V. shall be valid, plus the respective statutory VAT, customs fees and other fees. Additional deliveries and services shall be charged separately.

2. Unless agreed on differently, the prices shall be EXW or CIF at sale of materials/ components (without mounting), including regular packaging. When purchasing a PV facility, additional costs will arise for mounting and dispatch.

4. Delivery and Performance Period

1. Any delivery dates or periods may only be agreed on effectively in writing.

2. Rinovasol Global Services B.V. shall not be at fault for delivery and service delays due to force majeure and due to events that make delivery essentially more difficult or impossible for Rinovasol Global Services B.V. not only temporarily – specifically including strike, lock-out, authority order, etc., even when happening at suppliers of Rinovasol Global Services B.V. or their sub-suppliers -, even if deadlines and dates have been agreed on bindingly. These shall entitle Rinovasol Global Services B.V. to delay delivery or performance by the duration of the impairment plus an appropriate start-up period or to declare rescission of the contract wholly or in part regarding the part not performed.  
If the machines of Rinovasol Global Services B.V. break, Rinovasol Global Services B.V. shall not be liable to pay damages.

3. If the impairment persists for more than three months, the buyer/client shall have the right to declare rescission of the contract regarding the part not performed yet after setting an appropriate grace period. If the delivery time extends or if Rinovasol Global Services B.V. is released from its obligations, the buyer/client shall not have the right to derive damages claims from this. Rinovasol Global Services B.V. must only cite the circumstances named if it informs buyer/ client without delay.

4. Rinovasol Global Services B.V. shall have the right to make partial deliveries and render partial services at any time.

5. Compliance with the delivery and performance obligations of Rinovasol Global Services B.V. shall require the timely and proper performance of the buyer's/client's obligations.

6. If the buyer/client enters default of acceptance, Rinovasol Global Services B.V. shall have the right to demand reimbursement for any damage arising to it; upon occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer/ client.

7. If any contributing actions of the buyer/client that are required to meet deadlines and/or dates are not performed by him in time, the periods shall accordingly extend by the period of the impairment. This shall also apply if it becomes impossible for Rinovasol Global Services B.V. to specifically comply with deadlines and/or dates. This shall not apply if Rinovasol Global Services B.V. is at fault for the delay. Deadline and period agreements shall be subject to the proviso that suppliers or cooperation partners of Rinovasol Global Services B.V. in turn meet their obligations and that non-performance is not due to the fault of Rinovasol Global Services B.V.

5. Obligations of the Buyer/Client

1. The buyer/client shall ensure that mounting, setup or commissioning can be started as agreed and performed without interruption at its own expense and subject to its own responsibility.

2. It shall be the responsibility of buyer/client to ensure the presence of constructional prerequisites, including sufficient structural integrity and to prove this for mounting of the system at its expense before commencement of the mounting work. The buyer/client shall also ensure the presence/installation of lighting protection that also considers the future/ intended application of the PV system. The buyer/client shall also determine independently whether lighting protection is required for rate area on which the PV facility is to be set up and whether it must be constructed or expanded due to installation of the PV facility. If lightning protection is required or if the present lightning protection must be expanded due to construction of the PV-facility, the buyer/client shall do so at its expense and responsibility.

3. The buyer/client shall ensure a sufficiently paved access road and unlimited access to the mounting site.

6. Reservation of Title

1. Until all claims are met (including any balance claims from current accounts) that Rinovasol Global Services B.V. is due against the buyer/client for any legal reason now or in future, Rinovasol Global Services B.V. shall be granted the following collateral that it will release at its choice where their value sustainably exceeds the claims by more than 20 %.

2. The goods shall remain the property of Rinovasol Global Services B.V. Processing or conversion shall always be performed for Rinovasol Global Services B.V. as manufacturer, but without obligation for it. If the title of Rinovasol Global Services B.V. expires by connection, it is hereby agreed that the buyer's/client's title in the consistent object shall pass to Rinovasol Global Services B.V. at the percentage of the value (invoice value) the buyer/client shall keep the property of Rinovasol Global Services B.V. free of charge for it. Goods in which Rinovasol Global Services B.V. is due title are referred to as goods subject to retention of title below.

3. The buyer/client shall have the right to process and sell the goods subject to retention of title in the proper course of business while it does not enter default. Pledging or transfer as collateral shall not be permitted. The claims resulting from further sale or for any other legal reason (insurance, tort) regarding the goods subject to retention of title (including any balance claims from current accounts) are hereby assigned to Rinovasol Global Services B.V. in full by the buyer/client as collateral. Rinovasol Global Services B.V. revocably authorizes him to collect any claims assigned to Rinovasol Global Services B.V. for its account in its own name. This collection authorization can only be revoked when the buyer/client does not meet its payment obligations properly.

4. At third-party access to the goods subject to retention of title, especially in case of seizing, the buyer/client shall indicate the title of Rinovasol Global Services B.V. and inform it without delay so that Rinovasol Global Services B.V. can exert its title. Where the third party is unable to reimburse Rinovasol Global Services B.V. for any court and out-of-court costs arising in this context, the buyer/client shall be liable for these.

5. In case of violation of the contract by the buyer/client – especially in case of default of payment - Rinovasol Global Services B.V. shall have the right to declare rescission of the contract and to demand release of the goods subject to retention of title. The costs for disassembly and removal, specifically of the changes to the components initiated due to installation, shall be assumed by the buyer/client. Any further rights/claims of Rinovasol Global Services B.V. shall not be affected.

6. Until passing of title to the buyer/client, it shall keep all components in a defect-free condition. Furthermore, it shall insure the components against the common risks (e.g. theft, vandalism, etc.) at its own expense. Storage shall generally be at the buyer's/client's risk.

7. Passing of Risk

1. When purchasing materials/components without installation, the risk shall pass to the buyer/client as soon as the shipment has been handed over to the person executing the transport or has left the storage of Rinovasol Global Services B.V. for shipment. Rinovasol Global Services B.V. shall report readiness for shipment by email. The risk shall then pass to the buyer/client. If shipment is delayed due to the buyer's/client's fault, the risk shall pass to it at reporting of readiness for shipment.

2. When purchasing a PV-facility including installation, the risk shall pass to the buyer/client from handover of the goods for storage at the construction site.

8. Rights of the Buyer/Client Due to Defects, Rescission of the Contract

1. The products shall be delivered free of defects of fabrication or material. The period for assertion of claims for defects shall be one year from delivery/handover or acceptance in the form of written acceptance minutes. Restored PV-modules shall not be subject to any warranties for visual defects that do not impair function.

2. The buyer/client of modules to be restored consents to possible technically caused visual changes that are unavailable at processing by placing the order. Damages claims and deduction from the agreed price due to visual impairment shall be excluded.

3. If operating or maintenance instructions from Rinovasol Global Services B.V. are not observed, changes to the products are made, parts replaced or consumables used that do not correspond to the original specifications, claims due to defects of the products shall expire if the buyer/client does not disprove a corresponding substantiated claim that one of these circumstances was causative for the defect.

4. The buyer/client must report any defects to Rinovasol Global Services B.V. in writing without delay, but no later than within one week of receipt of the object of the delivery. Defects that cannot be discovered within this period even at careful inspection shall be reported to Rinovasol Global Services B.V. in writing without delay after discovery.

5. Rinovasol Global Services B.V. shall, at its choice, offer warranty for defects of the materials/ components or the installed PV-facility by improvement or replacement delivery. If subsequent performance fails, the buyer/client shall generally, at its choice, demand reduction of the compensation (reduction) without reversal of the contract (rescission). In case of minor violations of the contract, especially in case of only minor defects, the buyer/ client shall, however, not have any right of rescission. If the buyer/client chooses rescission of the contract due to a defect of title or material after subsequent performance failed, it shall not be due any damages claims for the defect in addition to this. If the buyer/client chooses damages after subsequent performance has failed, the materials/components or the PV-facility shall remain with the customer if this is reasonable for it. The damages shall be limited to the difference between the purchased price and the value of the defective object.

6. The property of the goods shall generally be agreed only according to the product description of the manufacturer. Public statements, advertisements or commercials of the manufacturer shall not be any contractual statement of properties of the components/modules or the PV-facility.

7. Both Rinovasol Global Services B.V. and the buyer/client shall have the right to declare rescission of the contract for the following reasons:

- in case of documented delivery default exceeding 3 ½ months on the side of the suppliers of Rinovasol Global Services B.V. as compared to the agreed delivery time. 

- in case of documented price increase of the suppliers for the products/components named in the offer from Rinovasol Global Services B.V. by more than 4 % referring to the entire amount offered for the facility/the order. 

The buyer/client must accordingly not derive any claims from the contract rescission unless the circumstances leading to rescission are due to willful or grossly negligent violation of obligations of Rinovasol Global Services B.V. or its representatives/servants.

8. The buyer/client shall have the PV-facility serviced by a qualified specialist during the warranty period. The buyer/client shall not grant any unauthorized and unqualified persons access to the facility. Where damage to the materials/components or the PVfacility is due to unprofessional and/or lack of maintenance, Rinovasol Global Services B.V. shall not be at fault for any damage caused by this.

9. Claims for defects against Rinovasol Global Services B.V. shall only be due to the direct buyer/client and cannot be assigned.

9. Payment

1. Unless agreed on differently, the invoices from Rinovasol Global Services B.V. shall be payable without deduction within two days of invoicing. Crediting to the account shall be relevant for timeliness of the payment. Rinovasol Global Services B.V. shall have the right to set off against older debts of the buyer/client in spite of deviating specifications and shall inform the buyer/client of the manner of set-off applied. If costs and interest have already arisen, Rinovasol Global Services B.V. shall have the right to initially set off the payment against the costs, then the interest and last the principal.

2. If the buyer/client enters default, Rinovasol Global Services B.V. shall have the right to charge interest at least amounting to 8 percentage points above the base interest rate. In case of higher bank interest, these shall be paid.

3. If Rinovasol Global Services B.V. gains knowledge of any circumstances that put the creditworthiness of the buyer/client in question, especially if a check does not clear or if it ceases its payments, or if any other circumstances become known to Rinovasol Global Services B.V. that put the creditworthiness of the buyer/client in question, Rinovasol Global Services B.V. shall have the right to declare the entire remaining debt due. Rinovasol Global Services B.V. shall have the right to demand advance payments or collateral.

4. The buyer/client shall only have a right to set-off at finally determined claims. If a retention right or reduction is asserted, the buyer/client must only retain payments at the amount of the actual damages.

5. Deduction of discount shall only be possible in case of express written promise by Rinovasol Global Services B.V.

6. If the buyer/client has received an advance payment guarantee from Rinovasol Global Services B.V. step by step against advance payment for the purchasing price, this certificate shall be returned at once, and no later than 5 working days of delivery of the materials/ components covering the amount of the guarantee.

10. Acceptance/Handover

1. Acceptance shall be performed by the buyer/client, handover shall be performed by Rinovasol Global Services B.V. at delivery of the components or contractual production of the PVfacility.

1.1. Acceptance/handover shall be equal to the buyer/client not accepting/receiving the facility within an appropriate period set to it for this by Rinovasol Global Services B.V. although the buyer/client is obliged to do so. Rinovasol Global Services B.V. may be represented in execution of the acceptance/handover and signature of the handover/acceptance minutes by third parties charged by Rinovasol Global Services B.V. The acceptance/handover shall equally be deemed performed if the facility has been taken into operation without reservations by the buyer/client.

2. Minutes shall be drawn up on the acceptance/handover and signed by both contracting parties.

2.1. The buyer/client must only refuse acceptance for essential defects.

2.2. If the buyer/client refuses to sign the acceptance minutes, the period shall commence at the time at which installation has been completed by Rinovasol Global Services B.V. and the minutes have been signed by an employee of Rinovasol Global Services B.V. The invoice from R Rinovasol Global Services B.V. shall thus be due.

11. Liability

1. Damages claims shall be excluded, no matter the kind of violation of obligations, including tort, except in case of willful or grossly negligent action.

2. In case of violation of essential contractual obligations, Rinovasol Global Services B.V. shall, however, only be liable for any negligence up to the amount of the foreseeable damage. Claims for lost profit, saved expenses, from third-party claims to damages and other indirect and consequential damage shall not be eligible unless a property guaranteed by Rinovasol Global Services B.V. intends specifically to secure the buyer/client against such damage.

3. The limitations and exclusions of liability in paragraphs 1 and 2 shall not apply to any claims caused by malicious behavior of Rinovasol Global Services B.V. or in case of liability for guaranteed properties, for claims from the product liability act and damage from violation of life, body or health.

4. Where the liability of Rinovasol Global Services B.V. is excluded or limited, this shall also apply to its employees, workers, representatives and servants.

12. Applicable Law, Jurisdiction, Partial Invalidity

1. These terms and conditions and the entire legal relationship between Rinovasol Global Services B.V. and the buyer/client shall be subject to the law of the Federal Republic of Germany. The provisions of UN purchasing law shall not apply.

2. Where the buyer/client is a merchant, legal entity of public law or public-law special fund, Weiden shall be the exclusive place of jurisdiction for any damage directly or indirectly resulting from the contractual relationship.

3. If any provision in these terms and conditions or any provision in the scope of any other agreements is or becomes invalid, this shall not affect the validity of any other provisions or agreements.