Terms and Conditions

General Terms and Conditions (last updated July 1, 2009)

These conditions apply to all ConSolaris Solarpark GmbH contracts, unless an express written agreement to the contrary has been made. ConSolaris Solarpark GmbH is not bound to honor any divergent payment or delivery terms without express written acceptance thereof. The ensuing invalidity of any clauses in these general terms and conditions and other contractual conditions do not in any way affect the validity of the remaining clauses.

1. All offers in catalogs, brochures, advertisements and other advertising media are subject to change. Purchase orders and contracts are only considered to be valid once they have been confirmed in writing by ConSolaris Solarpark GmbH. Any agreements deviating from ConSolaris Solarpark GmbH’s purchase order confirmation need to be confirmed in writing. Oral agreements are invalid.
   
   The delivery periods cited in the purchase order confirmations are only binding if expressly identified as such. In case of conditions which make production or delivery either impossible or exceedingly difficult, including all instances of force majeure, governmental measures, operational disruptions or industrial action amongst ConSolaris’ suppliers, ConSolaris Solarpark GmbH are released from their obligation to deliver for the duration of the disturbance and its aftermath and are not obligated to provide a subsequent delivery of the goods omitted during this period. Events of the aforementioned type also permit ConSolaris Solarpark GmbH to withdraw from a contract without the obligation to pay compensation.
   
   Should the Ordering Party or Purchaser fail to fulfill, or not completely fulfill its contractual obligations, the binding delivery period shall be extended to cover at least the time in which the Ordering Party has failed to satisfy its contractual obligations.
   
   If the Ordering Party has failed to fulfill its contractual obligations or not fulfilled them sufficiently, the Ordering Party is liable for any costs and damages incurred as a result of this. That includes defective or wrong materials as well as materials that were provided late.
2. Partial deliveries are permitted. A delay associated with partial deliveries does not grant the Ordering Party special rights regarding the remaining deliveries. Faulty partial deliveries do not entitle the Ordering Party to refuse the remaining partial deliveries or to withdraw from the contract.
3. If an initial inspection of the goods has been expressly agreed upon, the Ordering Party is obligated to carry this out at its own costs. If no claims are made when the goods are received, or if the Ordering Party fails to carry out an inspection, the goods are considered contractually delivered once they have left ConSolaris’ inventory, the production plant or the warehouse of an importer or third party supplier.
4. The risk of loss or damage to the ordered goods is transferred to the Ordering Party with the notice of their readiness to be dispatched or at the latest at the time of dispatch. This is also the case if ConSolaris organizes or carries out the transportation of the goods.
5. Measurements and weights cited in the offers and purchase order confirmations are approximate unless expressly assured.
6. The Ordering Party must lodge any claims regarding any deficiencies immediately or no later than one (1) week after receipt of delivery in the form of a registered letter. Any hidden defects are to be reported immediately after their discovery by way of registered letter. This also applies to wrong deliveries.
   ConSolaris Solarpark GmbH reserve the right to inspect reported deficiencies or to arrange to have them inspected on site. The Ordering Party is obligated to make goods it has reported as faulty available for this purpose. If the Ordering Party fails to give ConSolaris Solarpark GmbH an opportunity to inspect reported goods, it forfeits all rights to its warranty.
   
   Should the goods be damaged in transit, the Ordering Party is responsible for reporting this to the logistics company in its own name. If deficiencies are proven, ConSolaris Solarpark GmbH can choose at their discretion to have the goods repaired free of charge, to offer a free replacement once the defective goods have been returned or credit the Ordering Party with the equivalent value. Further warranty claims or discounts are not permitted.
   
   ConSolaris Solarpark GmbH take no responsibility for the appropriacy of the goods to suit the Ordering Party’s intended purposes. Moreover, ConSolaris Solarpark GmbH automatically refuse all claims pertaining to the subsequent processing of the delivered goods.
   Should ConSolaris Solarpark GmbH wrongly refuse the repair or replacement of delivered products, or should there be a delay on part of ConSolaris, the Ordering Party is permitted to set a new deadline in writing, being allowed to demand a price reduction or to withdraw from the contract if this new deadline passes without a successful conclusion being reached. More extensive claims are excluded.
   
   Warranty rights become invalid six (6) months from delivery. The day of delivery is understood as being the day on which the goods are dispatched from ConSolaris Solarpark GmbH’s premises or those of their partners.
7. The goods are generally dispatched as payment on delivery. Invoices are to be paid within fourteen (14) days with no deductions. The availment of early payment discounts assumes that there are no prior outstanding payments. The application of Section 366 (1) of German Civil Code (BGB) is not permitted.
8. The delivered goods remain the property of ConSolaris Solarpark GmbH, until the complete payment of the retail price has been rendered as well as the payment of all past and future deliveries from a contract, including its incidental claims (in the case of checks or bank drafts, this means until these have been processed and paid). Until that time, the Ordering Party is not entitled to pledge the goods to a third party or to offer the goods as a security. If the Ordering Party processes or works these materials, ConSolaris Solarpark GmbH become the manufacturer as understood by Section 950 of German Civil Code and therefore owner of the new products in their various stages of manufacture. The Ordering Party is in such case deemed custodian of these objects. It is entitled to sell the goods or the ensuing new products within the scope of its business. The claims derived from the resale of such goods to a third party or another legal reason is to be passed on to ConSolaris Solarpark GmbH for their security to the extent that the goods have been further processed.
   
   Providing the Ordering Party honors its financial commitments to ConSolaris Solarpark GmbH, it is authorized to collected the claims assigned to us on our behalf. ConSolaris Solarpark GmbH however reserves the right to inform and instruct these third parties, of which the Ordering Party must inform us if requested, with regard to the status of the goods.
   
   The Ordering Party must immediately inform ConSolaris Solarpark GmbH of any access on part of a third party to goods delivered under reservation of ownership or any assigned claims. The ownership rights of ConSolaris Solarpark GmbH also apply to the logistics company carrying the goods on behalf of either ConSolaris or the Ordering Party.
   
   Goods which are still under ownership of ConSolaris Solarpark GmbH are to be treated carefully and are to be insured against fire and water damage. In the event of damage, the resulting insurance claims are to be assigned to ConSolaris Solarpark GmbH. If the security provided by the reservation of ownership exceeds the claim that is to be secured by 25%, ConSolaris Solarpark GmbH shall release at their discretion the deliveries paid in full.
   
   The Ordering Party is obligated to mark and provide separate storage for the goods which are still under the ownership of ConSolaris Solarpark GmbH.
9. As per German law, the place of fulfillment for the Ordering Party’s payment obligations as well as ConSolaris’ delivery obligations is Edertal, Germany. The place of jurisdiction for any payment order proceedings is also Edertal, Germany. Any legal relations between ConSolaris Solarpark GmbH and the Ordering Party is governed solely by German law, excluding the Uniform Law on the signing of international commercial contracts for movable goods.