General supply and business terms and conditions STI Solar-Technologie-International GmbH

§ 1 Scope of validity

1.1 These Business Terms and Conditions form an integral constituent part of any offer or quotation from STI and any contract concluded with them. General Business Conditions of any nature whatever which are in contradiction with these Conditions shall be deemed not to be applicable and shall be without legal effect.

1.2 Any deviations from these Conditions shall only take effect if expressly agreed to by the contracting parties in writing.

§ 2 Angebote

2.1 Quotations by STI are in principle subject to change.

2.2. Quotation documents may not be duplicated or made accessible to third parties without the agreement of STI. STI reserves the rights of proprietorship and copyright on these documents. Their return may be demanded at any time.

§ 3 Contract conclusion

3.1 The contract shall be deemed to be concluded when STI, on receipt of the order, has issued a written order confirmation or has dispatched a consignment.

3.2 The information contained in technical documents shall only be determinant if reference to this is expressly made in the order or confirmation of the order.

3.3 Subsequent amendments or supplements and ancillary agreements shall only be deemed effective if set forth in writing.

3.4 In the event of taxes and other levies being incurred in the country of the purchaser in connection with the delivery, these are to be borne by the purchaser.

§ 4 Prices

4.1 The prices shall be deemed to apply, unless agreed otherwise, as ex works or ex depot STI, exclusive of packing, loading, assembly or installation, insurance and value added tax.

4.2 Prices are based on the costs at the time of contract conclusion. In the event of increases in the costs of materials occurring between the conclusion of the individual contract and the performance of the service, or circumstances incurring additional performance services or additional costs, which are not within the sphere of influence of STI, the subsequent prices shall be increased accordingly, unless a period of less than 2 months pertains between the issue of the order and the performance of the service.

§ 5 Deliveries

5.1 Delivery deadlines are always non-binding unless a fixed deadline is expressly agreed. The delivery deadline period begins with the date of the order confirmation. In the event of deliveries against letters of credit, the delivery deadline period shall begin with the date of the opening of the letter of credit.

5.2 The delivery deadline shall be deemed to have been met if, by the time of its expiry, the consignment has left the works or readiness for dispatch has been notified.

5.3 In the event of delivery being delayed for reasons beyond the control of the parties, such as labour disputes, fire, seizure, or embargo a reasonable extension to the delivery period shall be deemed to have been agreed.  

5.4 STI shall not be deemed liable for non-culpable delay in delivery or delivery caused by negligence. In such a case, purchasers shall waive the right to withdraw from the contract or to pursue claims for compensatory damages. In the event of STI being culpable for the delay in delivery on grounds of at least gross negligence, purchasers shall be entitled either to demand fulfilment, or to withdraw from the contract after setting an appropriate subsequent period of grace. In the case of special items of manufacture, consideration must be given when setting the subsequent period of grace to the fact that STI will not be able to make use elsewhere of parts which are already undergoing processing.

5.5 In the event of purchasers not accepting the contractually ordered goods at the contractually agreed location or at the contractually agreed time, STI shall be entitled either to demand fulfilment, or to withdraw from the contract after setting an appropriate period of grace for acceptance to take place.

5.6 Dispatch shall always be effected, including as carriage paid, for the account and risk of principals. With handover of the goods ordered by principals to the freight transporters (Post, railway or forwarding agents), STI shall be deemed to have fulfilled their contractual obligations, and risk shall be transferred to purchasers.

§ 6 Payment

6.1 Unless agreed otherwise in writing, payment is to be effected within 30 days net to the payment reception facility indicated by STI.

6.2 Purchasers shall not be entitled to retain or offset payments due to claims under guarantee or other counter-claims not acknowledged by STI.

6.3 In the event of purchasers falling into arrears with an agreed payment, STI shall be entitled:

• to insist on the fulfilment of the contract;
• to postpone the fulfilment of their own obligations until receipt of the outstanding payments;
• to charge arrears interest from the due date of payment in the amount of 1% per month plus VAT;
• to invoice pre-proceedings costs, in particular reminder costs and attorneys’ costs;
• to only organise subsequent deliveries against payment in advance or provision of adequate securities.

6.5 Any rebates or discounts granted shall be subject to postponement in step with the receipt of payment in full.

6.6 Until payment has been effected in full, the goods supplied shall remain the property of STI. In the event of onwards sale (including after further processing), sellers shall undertake to assign to STI their claim arising from the further sale in order to provide surety for the sale price claim, and to record this in their accounts accordingly.

§ 7 Liability for defects

7. 1 Purchasers shall be obliged to carefully examine the goods delivered forthwith. Latent defects which are visible in this connection have to be claimed by the purchaser forthwith and have to be noted in written form on the freight documents.
Defects which cannot be detected upon careful examination have to be claimed after detection without delay.
Guarantee claims of legal entities in the sense of §310 BGB expire 6 months after transfer of risks.
In the event of non justified claims STI is committed to repair or newly deliver the goods according to their choice. If the defects will not be eliminated by STI or the forwarding agent the purchasers is entitled to claim reduction of compensation. Towards legal entities in the sense of §310 BGB all guarantee claims prescribe within three months after receipt of a refusal sent by registered mail by STI, in the event that the buyer does not interrupt laps of prescription period (e.g. by commencement of legal action).

§ 8 Warranty claims

8.1 STI shall provide warranty for the objects of purchase being free of defect or deficiency in principle for a period of five years. The guarantee shall be put into practice at the discretion of STI either by repair of the object of purchase, replacement of the defective parts, replacement or reduction of price. The right of purchasers to repudiation of contract shall be waived by mutual agreement. The replaced parts shall pass into the ownership of STI. Wages and costs incurred for installation and dismantling shall be borne by purchasers. This shall apply in the same manner to all guarantee agreements. Purchasers shall expressly waive, for themselves and their successors in law, the pursuit of damages caused directly or indirectly by the deficiency of the object of purchase as a result of simple or gross negligence (deficiency damages or consequential deficiency damages) and loss of profits. No extension of the term of the guarantee shall be incurred by the rectification of the deficiency.  

8.2 Purchasers shall be obliged to examine the goods delivered forthwith. Claims under guarantee shall only be admitted if the deficiencies arising are notified in writing forthwith. Oral or telephone notifications shall not satisfy the obligation to notify deficiencies.
The guarantee obligation on the part of STI shall apply only to defects or deficiencies which arise if the specified conditions for assembly, installation, and operation have been respected. It shall not apply in particular to defects or deficiencies which have been incurred as a result of repairs or alterations carried out by purchasers or third parties without the written agreement of STI.

8.3 The warranty claims of the respective manufacturer shall apply to objects of purchase of third parties (commercial goods).

§ 9 Guarantee

9.1 STI shall provide guarantee for the objects of purchase of 10 years.

9.2 The guarantee of STI ranges over the operation of the products of STI. Thereof excluded are products of wear.
A guarantee claim exists in the event of a substantially limited operation according to the intended operation. In the event that this can be referred to negligence of STI the defects have to be eliminated according to § 7.

9.3 The warranty claims of the respective manufacturer shall apply to objects of purchase of third parties (commercial goods).

§ 10 Liability

10.1 STI shall only be liable for damages outside the scope of the Product Liability Law inasmuch as wilful or gross negligence can be proven, within the framework of the provision of the law. Liability for minor and barely gross negligence, for compensation for consequential damages, for economies and savings not achieved, losses of interest, and third-party claims for compensation shall be excluded.
In the event of any of the conditions failing to be respected with regard to assembly, installation, and operation, or any approval conditions by public authorities, any claims for compensation shall be excluded.

§ 11 Court of jurisdication and applicable law

11.1 It is agreed in respect of any disputes arising directly or indirectly from this contract that the court of jurisdiction shall be our address of record.

11.2 German law shall apply to all contractual relationships.