1. scope of application and individual agreements
Our business transactions are exclusively dependent on these terms and conditions in their currently valid version at the time of the order. We shall not accept any deviating terms and conditions of the customer unless we have expressly agreed to them in writing. Actions taken to fulfill the contract shall not be deemed to be consent to contractual conditions that deviate from our own conditions. Should further legal transactions take place between the contracting parties, these terms and conditions shall also apply as a framework agreement for these.
The terms and conditions of SunElements GmbH can be viewed permanently at www.sunelements.at and can be called up and printed out at any time. This information can also be found on the order confirmations.
If individual agreements are made with the customer (including collateral agreements, reservations, amendments and supplements), these shall in any case take precedence over these Terms and Conditions and must be agreed in writing. Any change to this formal requirement must also be made in writing.
2 Order basis and conclusion of contract
All prices, services and products shown and published by SunElements (irrespective of their form of presentation and communication) are for information purposes only and do not constitute a binding offer. All information and properties such as weights and dimensions as well as technical and commercial details are non-binding and subject to change. They serve exclusively as an invitation to submit an offer.
Any orders and inquiries from third parties are considered to be a binding offer to conclude a contract. This offer is accepted either by SunElements GmbH sending an order confirmation or by sending the requested products and services (implied acceptance).
According to § 10 Abs. 2 ECG, the confirmation of receipt of the order has no function as an order confirmation within the meaning of the previous paragraph.
3rd prize
Unless expressly stated otherwise, all prices quoted are exclusive of VAT. We reserve the right to adjust prices accordingly, either by increasing or reducing them, in the event of changes in wage costs in the industry or in the event of changes in other relevant cost centers for calculation or service provision, such as material costs, energy costs, transport costs, external work, financing costs, etc. We reserve the right to adjust prices accordingly. In general, we reserve the right to make price or discount changes.
If we do not have all the information required for the correct processing of the order for products or services when the contract is concluded, the customer is obliged to provide this information immediately. If the total costs have increased between the conclusion of the contract and the fulfillment of the customer’s acts of cooperation, we are entitled to increase the price accordingly in order to compensate for the cost increases. Payments must always be made in EURO. However, SunElements reserves the right to unilaterally regulate the acceptance of foreign currencies. Prices quoted in foreign currencies do not entitle the customer to payment in the corresponding currency.
4. withdrawal from the contract
In the event of default of performance or acceptance on the part of the customer (Clause 8) or other significant reasons, such as the insolvency of the customer or the rejection of the bankruptcy petition due to lack of assets, as well as in the event of default of payment by the customer, we have the right to unilaterally withdraw from the contract or to adjust the contract in order to ensure complete fulfillment.
If the customer is in default of payment, we shall be released from all further performance and delivery obligations. We reserve the right to withhold outstanding deliveries or services and to demand payment in advance or to withdraw from the contract after a period of 14 days.
In the event of a withdrawal, we shall be free to demand a lump sum compensation amounting to 40% of the gross invoice amount and, in addition, to claim the actual damage incurred in the event of corresponding culpability.
5. Reklamationshinweise
If a delivery consisting of several items is damaged, only the damaged parts will be replaced – not the entire delivery. In the case of minor damage such as small scratches, we will send you the appropriate replacement color for repair. Please note the damage on the delivery bill when accepting the goods. Please contact our customer service for any subsequent delivery.
6 Terms of payment, interest on arrears
Discounts are only possible if they have been expressly agreed. Should there be a delay in payment, even in the case of partial payments, any discount agreements made shall lose their validity. The customer’s payment shall only be deemed to have been made upon receipt of the payment in our business account. There is no obligation to accept bills of exchange or checks. If the customer is in default of payment, we have the right, at our own discretion, either to claim the damage actually incurred or – provided it is not a credit transaction with consumers – to charge interest on arrears at a rate of 4% above the prime rate of the Austrian National Bank. We reserve the right to make the execution of an order dependent on advance payment or the settlement of outstanding invoices from previous orders.
Unless otherwise agreed, the payment period is 7 days after receipt of the goods or services.
7. revocation
End customers (=consumers) of our online store have a statutory right to withdraw from the contract within 14 days from the day on which the customer, who is not the carrier, has taken possession of the last goods in accordance with the German Distance Selling Act (FAGG). No reasons need to be given.
The right of withdrawal does not apply to the SunGarden product range.
8. reminder and collection charges
If the customer defaults on payment, he shall be obliged to bear the reminder fees incurred in the amount of € 45 per reminder. In addition, an amount of € 5.00 per half-year is due for the administration of the debt relationship in the dunning process. After an unsuccessful second reminder, we shall be authorized to commission a debt collection agency, the costs of which shall also be borne by the customer.
9. delivery period, default of acceptance
Only after the customer has fulfilled all necessary obligations, including technical and contractual details as well as preliminary work and preparatory measures, are we obliged to provide our service. This information should be provided in writing at the request of SunElements GmbH. We reserve the right to exceed the agreed deadlines and delivery periods by up to 7 working days. The customer may only withdraw from the contract after this period has expired if he has set a reasonable grace period.
10. place of fulfillment
The place of performance is the registered office of SunElements GmbH, 4142 Hofkirchen, Austria.
11 Minor changes to services
Unless the transaction is a consumer transaction, minor or other reasonable changes to our performance or delivery obligations to our customers shall be deemed accepted in advance.
12 Warranty, guarantee, obligation to inspect and give notice of defects
Illustrations may occasionally differ from the actual appearance of the products supplied. We will fulfill the customer’s warranty claims if there is a remediable defect. This will be done at our discretion by replacement, repair within a reasonable time or price reduction. In the event of a replacement, the spare part will be sent free of charge, but it is the customer’s responsibility to carry out the replacement at their own expense. The customer may only assert claims for damages for the rectification of the defect if we are in default with the fulfillment of the warranty claims.
The following provisions apply to transactions with companies:
In accordance with §§ 377 f UGB, the goods or services must be inspected immediately, but at the latest within 6 working days of delivery/transmission. Any defects must be reported to us in writing without delay, but at the latest within 3 working days of their discovery, stating the nature and extent of the defect. SunElements GmbH may request additional photos and evidence from the customer in order to determine the defect more precisely. Hidden defects must also be reported in writing immediately, but at the latest within 3 working days of their discovery. If a complaint is not made or not made in good time, the goods shall be deemed to have been approved.
The following regulations apply to consumer transactions:
The customer must be present upon delivery of the goods and note any obvious transport damage on the delivery bill. Transport damage must be reported to SunElements GmbH in writing (with pictures) within 7 days of receipt of the goods. Documentation (photos) of obvious transport damage must be taken before the transport packaging is opened.
Any separately granted guarantees or warranty conditions exist independently of the statutory provisions and are exclusively of a private contractual nature. There is no legal analogy with regard to the interpretation or any influence on a statutory warranty claim. All SunElements products are generally packed in boxes for self-assembly (including photo assembly instructions) and delivered disassembled, not assembled. Please note that there may be slight color deviations in spare parts and repeat orders due to different material batches.
SunElements GmbH only grants guarantees and warranties for commercial goods such as solar modules, inverters, electrical components, seals, hinges and irrigation components, acrylic glass, double-skin sheets and toughened safety glass if SunElements receives these directly from the manufacturer/supplier itself.
13. compensation for damages
With the exception of personal injury, claims for damages in cases of slight negligence are excluded. Any additional costs that may arise due to delays or additional work during assembly are not refundable (e.g. if the goods cannot be assembled due to delivery damage). Consequential damage due to transportation damage will not be reimbursed. If it is not a consumer transaction, it is up to the injured party to prove the existence of negligence. For non-consumer transactions, the limitation period for claims for damages is two years from the time of the transfer of risk.
The provisions on damages listed here also apply if the claim for damages is asserted together with or instead of a warranty claim.
14 Product liability
Recourse claims within the scope of company-related business in accordance with the provisions of the Product Liability Act are excluded, unless the claimant can prove that the defect was caused by us and was at least due to gross negligence.
15 Retention of title and its assertion
We deliver all goods and services subject to retention of title and retain ownership of them until full payment has been made. Withdrawal from the contract due to retention of title shall only take place if it is expressly declared. Should the goods be taken back, we are entitled to invoice the transportation and handling costs incurred. If third parties gain access to the reserved goods, in particular through seizure, the customer undertakes to draw attention to our ownership and to inform us immediately. If the customer is a consumer or not an entrepreneur whose ordinary course of business includes trading in the goods purchased from us, he may not sell, pledge, give away or lend the reserved goods as long as the outstanding purchase price claim has not been settled in full. The customer bears the full risk for the reserved goods, including destruction, loss or deterioration. If the customer does not fulfill his payment obligations on time, if insolvency proceedings are applied for or opened against his assets, or if he violates other contractual obligations, SunElements GmbH reserves the right, at its own discretion, to demand the return of the reserved goods and/or to collect them while the contract remains in force.
16. offsetting, assignment of claims
The customer accepts that he does not have the option of offsetting claims. If a delivery is made subject to retention of title, the customer hereby assigns to us all claims against third parties arising from the sale or processing of our goods until our claims have been settled in full. At our request, the customer must name his customers to us and inform them of the assignment in good time. The assignment must be made visible to the customer in the business books, delivery bills, invoices, etc. Should the customer be in default of payment to us, he shall be obliged to keep the sales proceeds received by him separately and to hold them only on our behalf. Any claims against an insurer are already now assigned to us to the extent of § 15 VersVG. Claims against us may not be assigned without our express consent.
17. retention
If it is not a consumer transaction, the customer has the right to withhold only a reasonable part of the gross invoice amount, but not the entire amount, in the event of a justified complaint, except in situations where a reversal takes place.
18 Choice of law, place of jurisdiction
Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The contract language is German. The contracting parties agree to Austrian, domestic jurisdiction. If it is not a consumer transaction, the court with subject-matter jurisdiction at the registered office of our company shall have exclusive local jurisdiction to decide on all disputes arising from this contract.
19 Change of address and copyright
It is the customer’s duty to inform us of any changes to his residential or business address as long as the corresponding contractual relationship has not yet been completely fulfilled by both parties. If this notification is omitted, declarations shall be deemed to have been effectively delivered even if they are sent to the last known address.
Any additional costs due to incorrect address data will be charged to the customer.
Plans, sketches or other technical documents shall always remain our intellectual property, as shall samples, catalogs, illustrations and the like. The customer shall not be granted any rights of use or exploitation.
20. severability clause
If certain provisions of this contract are invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall also apply if it should transpire that the contract is incomplete.
