inventux Solar Technologies:Terms and Conditions

Terms and Conditions of Sale and Delivery of Inventux Solar Technologies GmbH

§ 1 – Scope of application
These Terms and Conditions of Sale and Delivery apply to any and all agreements between Inventux Solar Technologies GmbH (Inventux) and its customers. They shall also apply to any future agreements, even if they are not again expressly agreed. Divergent standard terms and conditions on the part of the customer shall not be recognized, even if Inventux does not expressly contradict them.

§ 2 – Subject matter of the Agreement; offers; delivery confirmation
(1) Inventux's offers are non-binding. A legally binding contract will be formed only if Inventux confirms it in writing.
(2) The nature and scope of the goods or services shall be governed by a written purchase agreement or a subsequent delivery confirmation.
(3) Inventux retains title in pictures, drawings, calculations and other documents. Any reproduction or transfer thereof to third parties is prohibited.
(4) Changes in the delivered goods compared to Inventux’s pictures, specifications, drawings, information on weights and measurements in brochures, price lists, catalogues and the relevant offer shall be permitted provided that the delivered goods are not materially modified and the changes are reasonably acceptable to the customer (e. g. changes in the glass structure or the type of mounting etc.), or where such changes improve the goods’ quality.
(5) Patent errors, typographical errors, printing errors and calculation errors committed by Inventux in preparing an offer or a contract confirmation shall not be binding.
(6) Inventux's obligation to deliver shall be subject to due and proper supply of Inventux by its own suppliers.

§ 3 – Prices, Payment and delivery terms
(1) All prices are "ex works" Inventux Solar Technologies GmbH, Berlin in accordance with Incoterms 2000 plus statutory value added tax. Unless the Purchase Agreement provides otherwise, the purchase price shall be due and payable for each delivery (including partial deliveries) immediately following receipt of an invoice, without deductions, and must be credited to the designated account by no later than the second last business day prior to the date which shall be the date of the allocation of the goods advised by Inventux.
(2) Deliveries to non-EU countries shall be invoiced without value added tax. Deliveries to countries in the EU (except Germany) shall be effected without value added tax only if a value added tax identification number has been specified in the order.
(3) The customer may set off against Inventux's receivables only if its counterclaims have been upheld in a final and binding judgment, are undisputed or are acknowledged by Inventux. The customer shall have a right of retention only if it is based on the same contractual relationship. This shall not apply in the event of undisputed counterclaims or counterclaims that have been upheld in a final and binding judgment.
(4) Should the customer's ability to perform deteriorate following conclusion of the Purchase Agreement such that performance of the Purchase Agreement appears to be at risk, Inventux may, after setting a reasonable time limit, withhold the relevant delivery until full payment of the purchase price or provision of security has been made.

§ 4 – Shipping, Packaging, Passing of risk and partial delivery
(1) Should the customer wish shipping by Inventux, the delivery shall be effected at its own risk and expense ex works to the delivery address designated by the customer. Inventux shall determine the shipping route and method as well as the forwarding agent and carrier, unless agreed otherwise in writing.
(2) Inventux may effect partial deliveries to a reasonable extent and invoice these separately, provided partial deliveries are of interest for the customer.
(3) The risk of accidental loss and accidental deterioration in the delivered goods in the event of shipping pursuant to the foregoing paragraph 1 shall pass to the customer upon transfer of possession of the delivered goods to the forwarding agent, carrier, shipping agent or consignee. Should the sending of the goods be delayed as a result of the customer's conduct or due to circumstances for which Inventux is not responsible, the risk shall pass to the customer upon notification that the goods are ready for shipping.
(4) Should shipping or delivery be delayed at the customer's request or due to circumstances that fall within the sphere of risk and responsibility of the customer, the customer shall reimburse any and all costs resulting from such delay. Inventux may, after setting a reasonable time limit that has expired without result, dispose over the purchased goods in another manner and effect substitute delivery to the customer subject to a reasonable extension of time.
(5) The customer shall be responsible for disposal of all packaging at its own cost. Inventux shall not be obliged to take back packaging.

§ 5 – Delivery times and dates
(1) Delivery times and dates shall be non-binding, unless Inventux has expressly agreed in writing to their being binding. The content and scope of the delivery shall be governed by the Purchase Agreement and, in the absence of a Purchase Agreement, the information in Inventux's delivery confirmation.
(2) The respective delivery time shall be extended accordingly as long as the customer fails to satisfy its duties of cooperation or fails to perform the technical, commercial, legal or financial criteria or advance performance to be rendered by it.
(3) Circumstances for which Inventux is not responsible, any and all events of force majeure (in particular, strike, lock-out, shortfalls in raw materials or energy and stoppages) and disruptions or restrictions to one or more upstream suppliers shall discharge Inventux from its duty to render delivery for the duration of the relevant disruption and in the scope of its impact. Following rectification of the aforementioned disruptions, Inventux shall be obliged to render subsequent delivery only to the extent that its production capacity is sufficient to deliver all amounts ordered.
(4) Should the delivery time be extended due to the aforementioned circumstances or should Inventux be discharged from its duty to render delivery, the customer shall have no liability claims against Inventux. In the latter case, the customer shall be discharged from its duty to pay consideration. Inventux shall not be responsible for stoppages for which it is not at fault even during default. In such cases, Inventux shall be obliged to notify the customer thereof without undue delay in writing or in text form when it becomes evident that the agreed delivery time may not be complied with.

§ 6 – Retention of title
(1) Inventux retains title in the purchased goods until full payment therefor. The retention of title shall also continue until all receivables under the business relationship with the customer have been settled. At the customer's request, Inventux shall release the purchased goods subject to the retention of title, provided their value permanently exceeds the receivables by more than 20%.
(2) Any processing or remodelling shall always be performed for Inventux. Should Inventux's (co-) ownership lapse as a result of combination with other items, it is hereby agreed that the (co-) ownership of the customer in the single item shall pass to Inventux at the ratio of the valuation percentage of Inventux’s share (invoice value). The customer shall hold Inventux's (co-)ownership in custody free of charge. Purchased goods in which Inventux is entitled to (co-)ownership shall hereinafter be referred to as "Goods subject to Retention of Title".
(3) The customer may process and sell the goods subject to Retention of Title during the ordinary course of business, provided the customer is not in default. Pledges or transfers by way of security are not permitted. Any purchase price receivables resulting from resale of the goods subject to Retention of Title are hereby assigned in full by the customer by way of security to Inventux. Inventux revocably authorises the customer to collect the assigned receivables for the customer's account in its own name. This authorisation to collect receivables may be revoked only if the customer fails to meet its payment obligations.
(4) Should third parties interfere with the goods subject to Retention of Title, the customer shall give notice of Inventux's ownership rights and advise Inventux without undue delay. The same shall apply to interference affecting the customer's real property.
(5) Should the law of the country in which the delivered goods are located not permit a retention of title or permit a retention of title only in a limited form, Inventux may retain other rights in the delivered goods. The customer shall cooperate with any and all necessary measures (e. g. registrations) in order to realise the retention of title or other rights that replace the retention of title and protect such rights.
(6) The customer shall sufficiently insure the goods subject to the Retention of Title at its own expense against fire, water damage, break-in and theft. Upon request, Inventux shall be provided with the insurance policy for inspection purposes. The customer hereby assigns in advance to Inventux any claims against the insurance.

§ 7 – Warranty
(1) Should purchased goods be defective, the customer shall have the following rights:
a) Inventux agrees to render supplementary performance, at its choice, by rectifying the defect or delivering defect-free goods. Title in replaced parts shall pass to Inventux.
b) Should the supplementary performance fail, the customer may rescind the Purchase Agreement for the defective portion of the delivery or reduce the purchase price. Rescission shall be excluded if the breach of duties on the part of Inventux is only insignificant.
c) The customer shall provide Inventux with the necessary time and opportunity to render supplementary performance. Otherwise, Inventux shall be discharged from any liability for resultant consequences. Should the customer desire for operational reasons an express delivery of a defective item associated with additional costs for Inventux or desire rectification of the relevant defect outside normal business hours, the customer shall bear any resultant additional costs (e. g. overtime surcharges, longer travel time).
d) The period of limitation for defect-related claims shall be one year from delivery. Section 377 of the German Commercial Code (HGB) shall apply to inspection of the purchased goods and defect notification.
(2) Defect-related claims shall be excluded in the following cases:
a) If the purchased goods are used in functional conjunction with equipment, systems or components that are already present or purchased from third parties and that were not specified by Inventux, provided the disruption is caused thereby or by their incompatibility with the purchased goods. Should Inventux have assured compatibility with third party products, this shall relate only to the product version that is current at the time of such assurance, but not, however, to older or future product versions of such product.
b) If and to the extent that a disruption is based on the fact that the customer has not ensured compliance with ambient conditions that are stipulated in the documentation and such supplementary documents.
(3) The customer alone shall remain responsible for inappropriate or improper use, incorrect assembly or start-up, normal wear and tear, incorrect or negligent handling, improper maintenance, inappropriate operating resources, defective construction work, an inappropriate development site, chemical, electrochemical or electrical influences.
(4) The customer shall bear any additional costs for supplementary performance based upon relocation of the purchased goods to a delivery site other than that stated by the customer.

§ 8 – Liability, limitation of liability
wilful or negligent breach of duty on the part of Inventux or a statutory representative or by vicarious agents of Inventux.
(2) For other damage, the following shall apply:
a) Inventux shall be liable in accordance with the relevant statutory provisions for damage based on wilful or grossly negligent breach of duty on the part of Inventux or on the part of a statutory representative or vicarious agent of Inventux.
b) Inventux's liability shall be limited to foreseeable damage typical for the relevant agreement up to a maximum amount equivalent to the value of the delivered goods for damage based on a breach of material contractual duties (a contractual duty whose breach puts achievement of the contract purpose at risk) as a result of ordinary negligence on the part of Inventux or on the part of statutory representatives of vicarious agents of Inventux.
c) Compensatory damages claims based on the breach of accessory obligations or nonessential duties in the event of ordinary negligence shall be excluded.
d) Compensatory damages claims for default based on ordinary negligence shall be limited to foreseeable damage typical for the relevant agreement; the customer's statutory rights following expiry of a reasonable grace period shall remain unaffected.
(3) The exclusions or limitations of liability shall not apply if Inventux has maliciously concealed a defect or has provided a guarantee for the goods’ quality.
(4) The customer's right to reimbursement of futile expenses instead of the compensatory damages claim in lieu of performance remains unaffected.

§ 9 – Liability for indirect damage
Inventux shall not be liable for indirect damage as a result of defective delivery such as production breakdown, lost profit and additional consumption of material, except in cases of wilful or grossly negligent conduct.

§ 10 – Guarantee
If Inventux sells Inventux photovoltaic solar modules or Inventux mounting systems to the customer, Inventux grants the customer the guarantees as described in the Guarantee terms and conditions for Inventux photovoltaic modules and Inventux mounting systems in addition to the rights granted within these Terms and Conditions of Sale and Delivery.

§ 11 – Declaration on environmental matters
The environment and humankind are matters of priority for Inventux. Inventux therefore prefers manufacturing processes that protect resources and systematically uses energy saving potential in manufacturing processes and transport. Inventux is intensively concerned with ecological alternatives for selecting energy and raw materials sources and with consistent approaches for waste prevention and product recycling.

§ 12 – Confidentiality
(1) The parties agree to keep confidential any facts, documents and knowledge disclosed to them by the other party during the course of contractual performance, provided the respective information is marked confidential or there is a manifest interest in keeping such information confidential ("Confidential Information"). The parties shall also keep conclusion of the contract, its subject matter and its contents confidential. The customer may release publications on conclusion of the contract only with Inventux's prior written consent. Moreover, the parties agree to use Confidential Information solely for performance of this Purchase Agreement and only to disclose it to those employees and advisors who require the Confidential Information in order to perform the contract. In particular, they shall not use Confidential Information received for their own developments or to further develop their own products, nor shall they use Confidential Information for applications to register intellectual property rights or to counter applications to register intellectual property rights by the disclosing party. The parties shall subject their employees and any advisors engaged to the same confidentiality covenant.
(2) The confidentiality covenant and the limitations on use shall not apply to the extent that the respective Confidential Information demonstrably:
- involves state of the art technology in the public domain or becomes state of the art technology in the public domain without any action on the part of the recipient contracting party; or - was already known to the recipient party or was disclosed by a third party authorised to disclose the Confidential Information; or - must be revealed as a result of mandatory statutory provisions or sovereign decrees.
(3) Should the contractual relationship and the cooperation between the parties be terminated, each party shall, at the request of the other party, return any Confidential Information received pertaining to the other party or, at it request, destroy same. In this event, any data stored electronically shall be deleted.
(4) These obligations and limitations on use shall commence upon first receipt of Confidential Information and shall end 5 years following full performance of the contract.

§ 13 – Jurisdiction, applicable law, miscellaneous
(1) The customer's rights under the contract may not be assigned without Inventux's written consent.
(2) The legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
(3 Exclusive place of jurisdiction for any and all disputes under this Agreement is Berlin. The same shall apply if the ordering party has no general place of jurisdiction in Germany or if its domicile or normal place of residence is unknown at the time at which the relevant complaint is brought.
(4) Should individual provisions of the contract be or become invalid, in whole or in part, the validity of the remaining provisions shall remain unaffected. Instead, the provisions shall be replaced by a lawful rule that most closely reflects the commercial intent of the original provision.


Status: August 2012


Inventux Solar Technologies GmbH
Wolfener Strasse 23
12681 Berlin, Germany

Inventux Terms and Conditions
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