General Contractual Terms and Conditions

§ 1 Application area

1. These General Terms and Conditions (GTC) apply to all business relationships between our company (EcoSun S.A.) and our customers. Differing or disputed customer terms and conditions become part of the contract only if we expressly agree to their validity. The expression of consent does not apply if we deliver to the customer without reservation, knowing the customer’s terms and conditions.

2. We offer the goods and services we offer only for sale or reservation, as long as the customer is an individual, legal entity or partnership, which at the time of conclusion of the legal transaction in its business or independent professional activity.

3. The GTCs apply in particular to contracts for the sale and/or delivery of goods, regardless of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the GTCs apply at the time the customer places an order.

4. Legally relevant customer statements and notifications regarding the contract (e.g., setting deadlines, reporting defects, withdrawal from the contract or price reduction) must be made in writing, i.e., in text form (e.g., letter, e-mail, fax). Statutory form requirements and additional evidentiary steps, especially in case of doubts about the legal capacity of the declarant, remain unaffected.

§ 2 Conclusion of a contract for the sale of goods and provision of services

1. Details of contracts for the sale of goods and / or provision of services, in particular, the essential characteristics of the goods and / or services, can be found in the individual quotations (offers).

2. Our commercial offer/sales on the Internet does not constitute a binding offer. This also applies if we provide the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, references to standards), other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.

3. The contract is concluded by the order of goods or services by the customer (contract proposal) and its acceptance by us. Acceptance of the contract proposal is made by confirmation in text form (e.g. E-Mail), in which we confirm acceptance of the order or delivery of the goods to the customer (order confirmation). The mere confirmation of receipt of an order or e-mail confirming the placement of an order from the online store does not constitute acceptance of the order. Unless otherwise stated in the customer’s order, we are entitled to accept the customer’s contract proposal within two weeks of receipt.

4. Upon request, we will provide you with an individual offer, which we will send to you in text form and which will be binding on us for a period of five (5) days. The conclusion of the contract in this case is subject to the availability of the product at the time of acceptance of our offer through a corresponding order or confirmation of the offer by the customer.

5. Goods offered for sale in the online store are sold only in quantities customary in the trade for the installation of individual photovoltaic systems with energy storage in private homes. Larger quantities should be consulted with an EcoSun S.A. advisor in order to receive an individual offer. The online store generates automatic offers based on the parameters provided, so EcoSun S.A. expressly reserves the right to unilaterally cancel individual large orders or cancel multiple individual orders generated within a two calendar day period within 5 business days.

Changes of address, changes in ownership status, company status, or other circumstances affecting our customer’s economic situation, must be immediately notified to us in writing. If, after the conclusion of a contract, it becomes apparent that our claims are threatened by the customer’s inability to pay, we are entitled to rights under the plea of uncertainty. In such a case, we are entitled to demand payment or security for all claims under all existing contracts, and to refuse to perform all existing contracts until the advance payment or security is provided.

§ 3 Provision of services

1. If the subject of the contract is services, then we are obligated to perform the services as described in the offer. We provide these services to the best of our knowledge and belief, either personally or through third parties.

§ 4 Delivery terms and conditions

1. The delivery dates we have specified do not constitute binding delivery dates. Delivery dates are only binding if expressly agreed upon. In the case of the prepayment option, the goods are not shipped until the full purchase price plus transportation and shipping costs have been credited.

2. If, for reasons beyond our control (e.g., unavailability of the goods), we are unable to meet the binding delivery dates, we will inform the customer immediately, at the same time stating the expected new delivery date. If the goods are not available on the new delivery date, the buyer will be immediately informed of the unavailability; in this case, we are entitled to cancel the contract in whole or in part. In case of unavailability of the goods, our right of withdrawal applies if the supplier fails to deliver the goods to us and we are not at fault.

3. Once the delivery is successfully dispatched from the warehouse, the risk of accidental loss and accidental damage to the goods rests with us until the goods are delivered to the customer.

4. At the customer’s request and expense, the goods can be shipped to another destination (consignment sale). In this case, the risk of accidental loss and accidental damage to the goods, as well as the risk of delay already passes from the moment the goods are delivered to the forwarder, carrier or person/institution that is otherwise to carry out the shipment. In some cases, delivery is made directly from the manufacturer to the customer (third party). Unless otherwise agreed, we are entitled to determine the nature of the shipment (in particular: transport company, route of transportation, packaging). If the customer makes such a request, the shipment is carried out with appropriate transportation insurance.

5. For orders placed through the online store, delivery is only within the European Union (“EU”). For deliveries to other countries, please contact us directly.

6. We are entitled to make partial deliveries, if the partial delivery is feasible for the customer for the purpose of the concluded contract, the delivery of the remaining ordered goods will be ensured, and the customer will not incur significant additional expenses or additional costs (unless we declare that we are ready to cover such costs).

7. If the customer delays collection, does not cooperate, or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to claim compensation for the resulting damage including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of EUR 50.00 for handling costs. In addition, we charge a flat-rate compensation of EUR 10.00 per calendar day from the date of delivery or (in the absence of a delivery date) from the date of notification that the goods are ready for shipment. This is without prejudice to the demonstration of higher damages and our statutory claims (in particular, compensation for additional expenses, reasonable compensation, termination of contract); however, the lump sum is charged against further monetary claims.

8. The date of shipment of goods may be postponed for a maximum of two weeks from the date of first availability. During this time the goods will be kept in stock. After this time, we reserve the right to cancel the order for a fee in accordance with §8 (10) or to create a new order with the earliest release date of the goods at the time the new order is created and priced.

§ 5 Prices and transportation and shipping costs

1. The prices quoted by us, found in individual offers and order confirmations – unless otherwise agreed in individual cases – are net prices, to which statutory value added tax (“VAT”) must be added. If there is a significant change in certain price-relevant cost factors between the conclusion of the contract and the agreed delivery date, we reserve the right to adjust the agreed price, provided that no less than four months have elapsed between the conclusion of the contract and the delivery date. The purchaser is entitled to withdraw from the contract if the price increase exceeds the originally agreed price at the time of delivery by more than 10%.

2. Transportation, packaging and shipping costs are not included in the price and will be charged separately, unless free delivery has been agreed. The same applies to the cost of any transportation insurance that may be requested by the customer. All customs duties, fees, taxes and other public charges will also be borne by the customer.

3. Shipping costs for overseas deliveries are calculated based on the weight and postal code of the recipient.

4. For energy storage systems / solar batteries, a dangerous goods surcharge is added to all shipments. This fee is EUR 20.00 for shipments within Germany and EUR 30.00 for shipments within the EU.

5. If a VAT-exempt delivery is made in accordance with §4 No. the customer is required to sign the acknowledgement of receipt and return it with a company stamp. The receipt must be returned within 30 days of the transfer of the object of purchase. Otherwise, sales tax will be collected at a later date. Ownership of the object of purchase remains reserved until the receipt is received or until the recalculated VAT is paid.

6. For energy storage systems, a surcharge for dangerous goods is added to all shipments. For shipments made within Germany such a fee is 20 euros and within Europe 30 euros. You should also take into account another 35,00 euros for the IMO declaration, which is required for shipping storage systems by sea.

§ 6 Payment terms

1. EcoSun S.A. is authorized to send an invoice in the form of an electronic document (e.g. PDF) by e-mail to the customer (electronic invoice). Paper invoices are issued only at the discretion of EcoSun S.A. or upon separate request of the customer. The customer must inform us immediately and in writing of any change in the e-mail address to which invoices are to be sent. Sending an invoice to the last e-mail address provided by the customer is considered received if the customer has not informed us of the change of e-mail address.

2. The customer has various payment options offered during the order process or stated in the respective offer. The customer can choose between payment by advance payment or payment in advance. Payment by advance payment is possible only after passing credit verification.

3. Payment is required upon invoice unless otherwise agreed. As part of an ongoing business relationship, we are always entitled to make delivery in whole or in part only if the selected form of payment is payment in advance.

4. The use of a discount for prepayment is allowed only if it is clearly stated in the respective offer or invoice.

5. The customer is entitled to set-off or right of retention against payment claims only if it relates to claims from the same contractual relationship, and the claims are validly established or undisputed.

6. If it becomes apparent after the conclusion of the contract (e.g., by filing for bankruptcy proceedings) that our claim to the purchase price is jeopardized by the customer’s lack of liquidity, we are entitled to rescind the contract in accordance with statutory provisions and possibly after setting a deadline in accordance with the contract.

§ 7 Preservation of property rights

1. We reserve ownership of the goods sold until all our current receivables from ongoing business relationships (secured receivables) are paid in full.

2. Restricted goods may not be pledged to third parties or transferred as collateral before full payment of secured receivables. The customer must immediately notify us in writing of the filing of a bankruptcy petition or the seizure of goods belonging to us by third parties (e.g. confiscation).

3. In the event of breach of contract by the customer, in particular in the event of non-payment of the purchase price due, we are entitled to rescind the contract in accordance with statutory provisions and/or to demand surrender of the goods on the basis of retention of title. The demand for surrender does not at the same time include an explanation of cancellation, while we are entitled to demand only the goods and reserve the right to withdraw from the contract. If the customer fails to pay the sales price due, we can assert these rights only if we have given the customer an appropriate deadline for payment without effect, or if the setting of such a deadline is excluded by law.

4. The customer shall be entitled, provided he is not in arrears, to resell the goods subject to ownership in the ordinary course of business and/or litigation. In this case, the following additional provisions apply:

a) The retention of ownership extends to the full value of the products resulting from the processing, reworking, mixing or combining of our goods, whereby the goods are made on our behalf and we are therefore considered the manufacturer but without any obligation to us. If ownership remains in the processing, reworking or mixing or combining with third-party goods, we acquire joint ownership in proportion to the amounts included in the final invoice (including VAT) for the processed, mixed or combined goods. If the customer’s item is to be treated as the main item, the customer transfers joint ownership to us in proportion to the extent to which the main item belongs to him. The customer shall hold our joint property free of charge. In addition, the same rules apply to the resulting product as apply to goods delivered under retention of title.

b) Claims against third parties for the resale of the goods or product, as well as those claims of the customer for the goods that arise for any other legal reason against its customer or third parties (in particular, tort claims and claims for insurance benefits), including all balance claims from the current account, the customer assigns to us as security for the full amount/amount of our claims, if any, or our share of co-ownership in accordance with the preceding paragraph. We hereby agree to make this assignment. The customer’s obligations mentioned in paragraph 2 shall also apply to the transferred claims.

c) The customer remains authorized with us to collect the receivables for collection. We undertake not to collect the claim until it is due or the customer fulfills his payment obligations to us, there is no defect in his legal capacity, and we do not benefit from the reservation of ownership by exercising the right. Item 3 covers the claim. In this case, we may require the customer to notify us of the transferred receivables and their debtors, provide all the information necessary to collect the receivables, provide the relevant documents and notify the debtors (third parties) of the assignment. In addition, in this case we are entitled to revoke the customer’s right to further sell and process the goods subject to retention of title, as well as the authority to collect the receivables.

d) If the value obtainable from the collateral exceeds our claims by more than 10%, we will release the collateral we have selected at your request.

§ 8 Warranty

1. With regard to the customer’s rights in the case of physical and legal defects (including incorrect and incomplete delivery, as well as incorrect installation or defective installation instructions), the statutory provisions shall apply, unless otherwise specified below. In any case, the statutory special provisions for the final delivery of unprocessed goods to the consumer shall not be violated, even if the consumer has further processed the goods (Entrepreneurial recourse claim to previous sellers). Entrepreneurial recourse claims are excluded if the defective goods are (e.g.) further processed through assembly into another product by the customer or another entrepreneur.

2. Delivery of used items is made with the exclusion of the warranty for physical defects.

3. Only our own information and the manufacturer’s product description shall be considered the agreed quality of the goods, and no advertising, public statements or promotions of the manufacturer or other third parties shall be considered. The customer does not receive any guarantees from us in the legal sense.

4. Customer claims for defects assume that the customer has fulfilled its statutory obligation to inspect and report. Delivered items must be inspected immediately after delivery to the customer or a third party designated by the customer. The inspection must be carried out by competent professional personnel. If defects occur during delivery, inspection or at a later time, we must be notified in writing immediately. In any case, obvious defects must be reported in writing within seven (7) working days of delivery, and defects that cannot be found during inspection within the same period of discovery; timely shipment is sufficient to meet the deadline. If the customer fails to duly inspect and/or report defects, our liability for defects that are not reported or are reported untimely or incorrectly is excluded in accordance with statutory provisions.

5. If the delivered item is defective, we may first choose whether to perform supplementary service by rectifying the defect (defect rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary service in accordance with statutory requirements remains unaffected.

6. We are obliged to perform substitute services depending on whether the customer has paid the purchase price due. However, the customer has the right to retain an appropriate portion of the purchase price due to the defect.

7. The customer shall provide us with the necessary time and allow us to provide substitute services, in particular to hand over the rejected goods for inspection. In the case of substitute delivery, the customer shall return the defective item to us in accordance with statutory provisions. Substitute performance does not include the removal of the defective item or its reinstallation if we were not originally required to install it.

8. We shall bear or reimburse the costs necessary for inspection and follow-up service, in particular the costs of transportation, travel, labor and materials, as well as the costs of extension and installation, in accordance with statutory provisions, if the existence of a defect is actually established. Otherwise, we may claim reimbursement from the customer for costs incurred as a result of an unreasonable request for defect rectification (in particular, inspection and transportation costs), unless the customer was unaware of the existence of the defect.

9. Claims by the customer for compensation or reimbursement of unnecessary expenditures, including in the case of defects, are only available in accordance with § 9, § 10 and are otherwise excluded.

10. Return of purchased goods or withdrawal from the contract is generally excluded. If we accept a return or cancellation, a storage or cancellation fee of 20% of the value of the goods will be charged, with a minimum fee of at least €100.00. Returned goods must be in perfect condition and in their original packaging. The customer is responsible for returning the goods. For products that are ordered separately in the customer’s order, return or cancellation is excluded. If the products are offered in promotional campaigns such as availability guarantee, manufacturers’ promotions, discounts such as extended warranty or free addition of other items, withdrawal is not possible.

§ 9 Responsibility

1. We are fully liable for damages resulting from injury to life, body or health. In addition, we are liable without limitation in all cases of willful and gross negligence, in cases of malicious concealment of a defect, in cases of warranty for defects in goods, and in all other statutory cases.

2. In cases of ordinary negligence, we are liable only subject to statutory provisions for limited liability (e.g., due diligence).

a) for damages resulting from injury to life, body or health,

b) for damages resulting from a minor breach of material contractual obligations (obligations whose fulfillment primarily enables the proper performance of the contract and which the counterparty can ordinarily expect to meet); in this case, our liability is limited to compensating for the anticipated, ordinarily occurring damage.

3. The limitations of liability under § 9.2 also apply in the event of a breach of duty by or for the benefit of persons for whom we are liable under the law. They do not apply if we deceitfully concealed a defect or accepted a guarantee of the quality of the goods, and in the case of customer claims under the Product Liability Act.

4. Due to the breach of an obligation that is not a defect, the customer can cancel or withdraw from the contract only if we are responsible for the breach of the obligation. At the same time, the statutory requirements and legal consequences apply.

5. According to the current state of technology, it cannot be guaranteed that data transmission over the Internet will always be error-free and/or always available. Therefore, we are not responsible for the constant and uninterrupted availability of the website and the services offered on it.

6. The customer acknowledges that he is obliged to carefully read the documents and data provided to him and that EcoSun S.A. is not responsible for any errors. EcoSun S.A. shall not be liable for material defects and legal defects in the textual content, in particular with regard to its correctness, accuracy, unencumbered by intellectual property rights of third parties, completeness and/or usability.

§ 10 Statute of limitations

1. Claims for physical and legal defects are time-barred one year after delivery.

2. If the goods are related to a building or a thing that, in accordance with its normal purpose, was used in the construction of a building and caused its defect (building material), then according to the statutory provisions, the statute of limitations is five years from delivery. Other statutory special regulations on the statute of limitations remain unaffected.

3. The above-mentioned limitation periods of the law of sale also apply to contractual and non-contractual damage claims of the customer for defects in the goods, unless the application of the ordinary statutory limitation period would lead to a shorter limitation period in individual cases. The customer’s claims for damages in accordance with § 9 (2) para. 1 and para. 2 lit. a) of these General Terms and Conditions and in accordance with the Product Liability Act shall only become time-barred after the expiration of the statutory limitation periods.

§ 11 Place of performance, applicable law, jurisdiction of the court

1. The place of performance of all delivery obligations on our part and other contractual obligations is our warehouse at pl. Wolności 12, 46-100 Namysłów.

2. These General Terms and Conditions and the contractual relationship between us and you shall be governed by the laws of the Republic of Poland to the exclusion of uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods.