Terms and conditions

§ 1 Scope

(1) These General Terms and Conditions of Sale and Delivery (Terms) apply to all quotations, deliveries and services of EverVision Energy GmbH i.G., Kesselbergweg 4, 52385 Nideggen, Germany (Seller) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (Buyer). Separate consumer terms apply to consumers.

(2) Conflicting or deviating terms of the Buyer do not become part of the contract, even if the Seller does not expressly object to them or delivers with knowledge of such terms.

(3) These Terms in their current version also apply to future business with the Buyer without the need for renewed reference.

(4) The Seller uses independent sales partners (commercial agents) for distribution. Sales partners are authorised solely to solicit business; they are not entitled to conclude contracts on behalf of the Seller, give assurances, make side agreements or accept payments.

§ 2 Quotation and conclusion of contract

(1) Quotations of the Seller are binding until the date stated therein; if no date is stated, they are non-binding.

(2) The contract is concluded by written order confirmation of the Seller or by execution of the delivery. The order confirmation is decisive for the content of the contract.

(3) Information in datasheets, catalogues and presentations is binding only if expressly designated as such in the order confirmation. The datasheet issued with the order confirmation is binding. Technical modifications that do not impair function and performance remain reserved.

§ 3 Prices

(1) Prices are in euro, net, ex works or ex the warehouse stated in the quotation (EXW, Incoterms 2020), plus value added tax at the applicable statutory rate where it arises.

(2) Packaging, loading, transport, transport insurance, offloading as well as customs duties, levies and fees outside Germany are not included unless expressly quoted.

(3) Deliveries to entrepreneurs in other Member States of the European Union are made under the reverse charge mechanism, provided the Buyer communicates a valid VAT identification number.

§ 4 Terms of payment

(1) Unless otherwise agreed in the order confirmation, 30 % of the order value is due upon order confirmation and 70 % prior to release of the goods for collection or dispatch, in each case without deduction.

(2) Payments are made exclusively by bank transfer to the account stated in the Seller's invoice. Payments to sales partners do not discharge the Buyer's obligation. The Seller is entitled to withhold release of the goods until payment has been received in full.

(3) In case of late payment, statutory default interest under Section 288 (2) BGB applies. The right to claim further damages is reserved.

(4) The Buyer may set off or exercise a right of retention only with undisputed claims or claims established by final judgment.

(5) If circumstances become known after conclusion of the contract that substantially reduce the Buyer's creditworthiness, the Seller may demand advance payment or security.

§ 5 Delivery, passing of risk, delivery time

(1) Delivery is made EXW (Incoterms 2020) ex the warehouse stated in the quotation. Risk passes to the Buyer upon the goods being made available and notification of readiness for collection, even if the Seller organises transport at the Buyer's request.

(2) Delivery dates are non-binding indications unless expressly designated as binding in the order confirmation. They are subject to correct and timely supply to the Seller and to customs clearance.

(3) Partial deliveries are permitted insofar as they are reasonable for the Buyer.

(4) If the Buyer does not collect the goods within 14 days of notification of readiness, the Seller may charge the resulting storage and insurance costs, at least 0.5 % of the net order value per commenced month. The Buyer remains free to prove a lower loss.

§ 6 Retention of title

(1) The goods remain the property of the Seller until all claims arising from the business relationship have been paid in full.

(2) Before full payment the Buyer may neither pledge the goods nor assign them by way of security. In case of third-party access the Buyer shall inform the Seller without delay.

(3) The Buyer may resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to the Seller the claims arising from such resale up to the invoice value of the reserved goods; the Seller accepts the assignment.

(4) If the Buyer connects the goods to land or a building, this is done for a temporary purpose only within the meaning of Section 95 BGB.

§ 7 Defects

(1) The Buyer shall inspect the goods immediately upon delivery and notify visible defects, transport damage and shortfalls in writing within five working days; hidden defects immediately upon discovery. Section 377 of the German Commercial Code (HGB) applies accordingly.

(2) In case of a justified and timely notice of defects, the Seller shall at its option remedy the defect or deliver a replacement. If subsequent performance fails twice, the Buyer may reduce the price or withdraw from the contract.

(3) Claims for defects become time-barred twelve months after passing of risk. This does not apply in case of intent, fraudulent concealment, in the cases of § 9 (1) and to supplier recourse claims under Sections 445a, 445b, 478 BGB.

(4) Natural wear, in particular the decline in battery capacity in accordance with the datasheet, and damage attributable to improper installation, parameterisation, operation, maintenance or third-party intervention do not constitute defects.

§ 8 Manufacturer warranty and technical support

(1) The product warranty applies to the delivered storage systems in accordance with the warranty terms issued with the order confirmation. The warranty is in addition to, and does not replace, the statutory rights for defects.

(2) Warranty claims require installation, parameterisation and commissioning by a qualified electrical contractor in accordance with the installation manual and compliance with the operating and maintenance requirements.

(3) Technical support in planning, installation, parameterisation or commissioning beyond the handling of warranty claims is not part of the contract unless expressly quoted and remunerated.

§ 9 Liability

(1) The Seller is liable without limitation for intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act, and where a guarantee has been assumed.

(2) In case of slightly negligent breach of essential contractual obligations, the fulfilment of which is a prerequisite for proper performance of the contract and on which the Buyer may regularly rely, liability is limited to the foreseeable damage typical for the contract, and at most to the net order value.

(3) Otherwise, liability for slight negligence is excluded. This applies in particular to loss of profit, production downtime, lost energy cost savings, lost subsidies or tax benefits and other indirect losses.

(4) Insofar as the Seller's liability is excluded or limited, this also applies to the personal liability of its officers, employees, agents and sales partners.

§ 10 Obligations of the Buyer, grid connection, take-back

(1) The Buyer is responsible for sizing, foundation, electrical installation, grid connection, grid application with the grid operator, plant certificate, registration in the Marktstammdatenregister, official permits, fire protection and insurance of the installation at the site. The Seller provides the product-side documents (unit certificate, declaration of conformity, datasheets, wiring diagrams).

(2) The Buyer ensures that installation and operation comply with the regulations and grid connection rules applicable at the site (in Germany in particular VDE-AR-N 4105 or VDE- AR-N 4110).

(3) Information provided by the Seller on subsidies or tax conditions is non-binding and does not replace advice from the Buyer's tax adviser.

(4) The Seller takes back delivered batteries and electrical equipment at the end of their use in accordance with statutory requirements (battery law, ElektroG). Returns are coordinated with the Seller; the Buyer bears the cost of transport to the take-back point unless otherwise provided by law.

§ 11 Force majeure

Events of force majeure, in particular natural disasters, war, epidemics, governmental measures, strikes, failure of transport routes or customs clearance, and supply failures of the Seller's suppliers not attributable to the Seller, release the Seller from its obligations for the duration of the disruption and a reasonable start-up period. If the disruption lasts longer than three months, either party may withdraw from the unperformed part of the contract.

§ 12 Confidentiality

Prices, calculations, technical documents and information on the Seller's sources of supply are confidential and may be disclosed to third parties only insofar as necessary for performance of the contract.

§ 13 Data protection

The Seller processes personal data of the Buyer and its contact persons for the performance of the contract in accordance with the GDPR. Details are set out in the Seller's privacy notice at www.evervision.de.

§ 14 Governing law, place of jurisdiction

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the Seller's registered office. The Seller is also entitled to sue the Buyer at the Buyer's general place of jurisdiction.

§ 15 Final provisions

(1) Amendments and additions to the contract must be made in text form. This also applies to the waiver of this text form requirement.

(2) Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.

(3) These Terms are available in German and English. In case of discrepancies the German version prevails.