Terms And Conditions

1. Scope

1.1. These General Terms and Conditions (hereinafter "Terms and Conditions") of pvXchange Trading GmbH ("pvXchange" or "Seller"), apply to all contracts for the delivery of goods, which an entrepreneur (hereinafter "Customer") concludes with the Seller regarding the goods offered by the Seller. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2. The terms and conditions apply exclusively; pvXchange does not recognize conflicting conditions or conditions of the customer that deviate from the terms and conditions, unless they have been expressly agreed to. This requirement of consent applies in any case, for example even if pvXchange carries out the delivery to the customer without reservation in knowledge of the customer's terms and conditions.

1.3. The terms and conditions also apply to all future transactions between pvXchange and the customer.

1.4. The terms and conditions apply only to entrepreneurs within the meaning of § 14 BGB.

2. Contract conclusion

2.1. Contract offers of pvXchange are non-binding and subject to change, unless otherwise stated. Contracts are only concluded by the order confirmation or execution of the order by pvXchange.

2.2. The product descriptions presented in the online store of the seller do not represent binding offers on the part of the seller, but serve for the submission of a binding offer by the customer. The actual condition of the goods also results from the pvXchange performance description for resale ("Service Description") attached to the offer and the order confirmation.

2.3. The Customer may submit the (purchase) offer via the online order form integrated into the Seller's online store. In doing so, after placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the Customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the customer can also submit the (purchase) offer to the seller by telephone, fax, e-mail or online contact form.

2.4. The Seller may accept the Customer's (purchase) offer within ten working days,

  • by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), in which case the receipt of the order confirmation by the customer shall be decisive, or
  • by delivering the ordered goods to the customer, in which case the receipt of the goods by the customer is decisive, or
  • by requesting payment from the customer after the customer has placed an order, or
  • if payment by direct debit is offered and the customer chooses this method of payment, by collecting the total price from the customer's bank account, in which case the time at which the customer's account is debited is decisive.

If several of the aforementioned alternatives exist, the contract shall be concluded at the time when one of the aforementioned alternatives occurs first. The period for the acceptance of the offer begins on the day after the sending of the offer by the customer and ends with the expiry of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the Customer shall no longer be bound by its declaration of intent.

2.5. When submitting an offer via the Seller's online order form, the text of the contract shall be stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g. e-mail, fax or letter) after the Customer's order has been sent. The Seller shall not make the text of the contract accessible beyond this. If the customer has set up a user account in the seller's online store before sending his order, the order data will be archived on the seller's website and can be accessed free of charge by the customer via his password-protected user account by providing the corresponding login data.

2.6. The order processing and contacting usually take place via e-mail and automated order processing. The Customer shall ensure that the e-mail address provided by it for order processing is accurate so that e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.

2.7. If the parties have agreed on special conditions, these shall in principle not apply to simultaneously ongoing and future contractual relationships with the customer.

2.8. In the event of the Customer's economic inability to fulfill its obligations to the Seller, the Seller may terminate existing exchange contracts with the Customer by rescission without notice. This shall also apply in the event of an application for insolvency by the customer. § 321 of the German Civil Code (BGB) and § 112 of the German Insolvency Code (InsO) shall remain unaffected. The Customer shall inform the Seller in writing at an early stage of any impending insolvency.

3. Prices; terms of payment

3.1. Unless otherwise stated in the product description of the Seller, the prices quoted are net prices which are subject to statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes shall be charged separately, if applicable.

3.2. In the case of deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of funds by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.3. pvXchange reserves the right to adjust the prices accordingly, if after conclusion of the contract price increases occur in the area of procurement costs, as well as transport and handling costs. The same applies accordingly to price reductions. The price adjusted on this basis is based on the same calculation basis as the originally agreed price and does not serve to increase profits.

3.4. If prepayment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed on a later due date. This applies both to full advance payment and to partial advance payment. In the case of all other methods of payment, the purchase price shall be paid within the agreed period from receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of a corresponding payment restriction. The Seller further reserves the right to conduct a credit check when selecting the payment method purchase on account and to reject this payment method in case of a negative credit check.

3.5. A payment shall be deemed received as soon as the equivalent amount has been credited to one of the Seller's accounts. In the event of late payment, the Seller shall be entitled to interest on arrears in the amount of 10 percentage points above the respective base interest rate. In addition, the Seller reserves the right to terminate the purchase contract without prior notice if the payment has not been received by the Seller within 5 days after the conclusion of the contract (receipt of the order confirmation/ advance payment invoice). The remaining statutory rights of the seller in the event of default of payment by the customer remain unaffected. If claims are overdue, incoming payments shall first be credited against any costs and interest, then against the oldest claim. The customer shall only be entitled to rights of set-off and retention if its counterclaims are undisputed, have been legally established or have been expressly recognized by the seller.

4. Delivery and shipping conditions

4.1. Unless otherwise stated in the order confirmation, delivery is agreed ex works or ex warehouse (EXW, INCOTERMS 2010). If the delivery of goods is made by shipping, the delivery address specified in the Seller's order processing shall be decisive.

4.2. Delivery dates and delivery periods result exclusively from the order confirmation. pvXchange will endeavor to comply with the delivery dates and delivery periods in the ordinary course of business. This presupposes the correct and punctual self-supply of our pre-suppliers. The deadline is subject to an explicit other agreement not so essential that the entire business stands or falls with the timely delivery.

4.3. pvXchange is entitled to partial deliveries, as far as they are reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.

4.4. At the request of the customer, pvXchange offers the transport of the purchased item by a third party. In this case the transport is covered by a transport insurance, which pvXchange takes out for the customer. The customer bears the costs for the transport and the insurance; these are shown separately on the invoice.

4.5. The risk of accidental loss and accidental deterioration of the sold goods shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transport.

4.6. If the customer is in default of acceptance or culpably violates other obligations to cooperate, pvXchange can claim compensation for the resulting damage including additional expenses. This can happen, for example, because the customer or end customer of the customer is not found at the delivery address specified by him, although the delivery date was announced to the customer or end customer with reasonable notice. In this case, the customer shall bear the costs for the unsuccessful delivery and any further costs incurred.

4.7. In the event that the shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall already take place upon notification to the customer that the goods are ready for shipment. Any storage costs incurred after the passing of risk shall be borne by the customer. The additional costs for the storage of solar components amount to at least 12 Euro per pallet / month. Further claims or rights remain reserved. The risk of accidental loss or deterioration of the item shall pass to the customer at the time of default of acceptance or culpable breach of other obligations to cooperate.

4.8. The Seller's compliance with its delivery obligations is conditional upon the timely and proper fulfillment of the Customer's obligations.

4.9. Deliveries shall be accepted if they show insignificant defects.

4.10.If the goods are not accepted by the Customer in whole or in part ten (10) days after the confirmed delivery date or, in the case of delivery on call, including the call of partial quantities, are not called within ten (10) days after the date of the confirmed availability date, the Seller shall be entitled, at its option, to defer the Customer's order until the next availability, i.e. to dispose of the delivery item in whole or in part after setting and fruitless expiry of a reasonable period of time and to supply the Customer with a reasonable, extended period of time or to store the goods and to demand a storage fee of 0.5% of the order value for each week or part thereof or to cancel the order in whole or in part after setting and fruitless expiry of a reasonable period of time and to demand a cancellation fee of 10% (ten percent) of the cancelled order value. The assertion and proof of further or lower storage costs and/or shipping costs remain reserved.

5. Force majeure

In the event of events of force majeure affecting the performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the impediment and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without this giving rise to any claims against the Seller. Force majeure shall be deemed to be all events unforeseeable by the Seller or such events which - even if they were foreseeable - are beyond the Seller's control and whose effect on the performance of the contract cannot be prevented by reasonable efforts of the Seller. Any statutory claims of the customer remain unaffected.

6. Retention of title

The seller retains ownership of the delivered goods until full payment of the purchase price owed. Furthermore, the seller retains ownership of the delivered goods until the fulfillment of all his claims arising from the business relationship with the customer.

7. Liability for defects / warranty

If the purchased item is defective, the provisions of the statutory liability for defects shall apply. The following shall apply in deviation herefrom:

7.1. The assertion of defect rights is dependent on the customer having fulfilled his obligation to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.

7.2. As a rule, only those properties are considered to be agreed upon as the quality of the goods that result from the service description, which is attached to the order confirmation. Public statements, recommendations or advertising by pvXchange or third parties do not contain a binding description of the agreed quality of the goods.

7.3. Claims for defects shall not arise in the event of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or as a result of special external influences which are not assumed under the contract. If the customer or third parties carry out improper modifications or repair work on the purchased item, there shall also be no claims for defects for these and the resulting consequences, unless the customer can prove that the defect complained of was not caused by these modifications or repair work.

7.4. If the purchased item is defective, the Seller shall have the right to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of subsequent performance, the Seller shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel and labor costs, insofar as the purchased item has not been transported to a place other than the place of performance.

7.5. If a replacement delivery is made within the scope of liability for defects, the limitation period shall not recommence.

7.6. If the supplementary performance is carried out by way of replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days.

7.7. If the supplementary performance fails, the customer shall be entitled to demand rescission or reduction at his discretion.

7.8. For new goods, the limitation period for claims for defects is one year from delivery of the goods. For used goods, the rights and claims due to defects are excluded.

7.9. The above-mentioned limitations of liability and shortening of the statute of limitations shall not apply

  • for items that have been used for a building in accordance with their customary use and have caused its defectiveness,
  • for claims for damages and reimbursement of expenses of the customer,
  • in the event that the Seller has fraudulently concealed the defect, as well as
  • for the right of recourse according to § 445a BGB.

8. Liability for damages

8.1. The liability of pvXchange for damages, regardless of the legal reason (especially in case of delay, defects or other breaches of duty), is limited to the foreseeable, typically occurring damage.

8.2. The exclusions and limitations of liability set forth in these Terms and Conditions of Sale shall not apply to:

  • Damages resulting from injury to life, body or health, which are due to a negligent breach of duty by pvXchange
  • or an intentional or negligent breach of duty by a legal representative or vicarious agent of pvXchange;
  • for other damages resulting from a grossly negligent breach of duty by pvXchange or from an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of pvXchange.

9. Retention, assignment

9.1. Rights of retention and rights to refuse performance on the part of the customer are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.

9.2. An assignment by the customer of claims arising from the contract concluded with the customer, in particular an assignment of any claims for defects of the customer, is excluded.

10. Applicable law, place of jurisdiction, severability clause

10.1 The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.

10.2 If the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the Seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the aforementioned cases, however, the Seller shall in any case be entitled to invoke the court at the Customer's place of business.

10.3 In the event that parts of these Terms and Conditions of Sale are invalid, this shall not affect the remaining clauses.

Please note: This is a translation. Only the original German version is legally binding.