Terms and Conditions
§ 1 Scope
1. These Terms and Conditions (Terms of Sale and Delivery) apply to the products we offer in our online shop at
www.shop-desonna.de.
2. Sales via our online shop and any associated consultancy and planning services are provided exclusively to companies, traders, freelancers who, at the time of concluding the legal transaction, are acting in the course of their commercial or self-employed professional activities, as well as to public bodies, companies and institutions governed by public law, hereinafter referred to as “the Customer”, and not to consumers within the meaning of Section 13 of the German Civil Code (BGB).
3. Within the framework of an existing business relationship, these terms and conditions shall also form part of the contract even if deSonna BIPV GmbH, hereinafter referred to as “deSonna” or “we”, does not expressly refer to their inclusion in each individual case and the Customer has not objected to their validity.
We do not recognise any terms and conditions of the Customer that deviate from or conflict with these General Terms and Conditions (Terms and Conditions of Sale and Delivery), unless we have expressly agreed to their validity in writing prior to the conclusion of the contract. The sale, delivery and handover to the customer in full knowledge of the customer’s terms and conditions/purchasing conditions does not constitute implied consent on our part.
§ 2 Contracting Parties / Subject Matter of the Contract / Product Information / Second-hand Products
1. The purchase contract is concluded with the company:
deSonna BIPV GmbH, represented by the
managing directors Dipl.-Kfm. Tobias Huber and Dipl.-Ing. Dietmar Kraus,
Am Schlageis 9,
82418 Murnau
Tel.: +49 (0)8841 99 99 9 – 33
Email: info@desonna.de Munich Local
Court, HRB No. 177359
.
You can contact us with any questions, complaints or claims by email at info@desonna.de or by telephone on working days from 8:00 am to 5:00 pm on +49 (0)8841 99 99 9 – 33.
2. The subject matter of the sales contract is the products offered for sale in our online shop. The maintenance or repair of our products, as well as related advisory services, are not covered by the sales contract, unless otherwise agreed.
3. Information about our products on the internet, in particular in our online shop (such as characteristics, dimensions, photographs, etc.), is provided as accurately as possible but is non-binding and subject to change. The product description forming the basis of the “order confirmation” and the manufacturer’s product description shall be exclusively authoritative. We expressly reserve the right to make minor and reasonable product changes that do not jeopardise the purpose of the contract. In the event that the manufacturer(s) discontinues the product or the product is replaced by a new model, we reserve the right to supply the successor model or a technically equivalent product in place of the ordered product, in particular a solar module from the same product series with a slightly different performance class that differs only slightly (max. 5%) from the product specifications of the module ordered and is equally suitable for the intended purpose.
We do not provide any guarantees to the customer.
§ 3 Offer and Conclusion of the Contract
1. The presentation of our products in the online shop does not constitute a legally binding offer, but merely an invitation to place an order. All offers are valid “while stocks last” and in standard commercial quantities not exceeding a system nominal output of 100 kWp, unless otherwise agreed in individual cases. Larger orders, particularly for a large number of projects, must be requested from us on an individual basis.
Errors excepted.
2. By clicking the >>Buy<< button, you are submitting a binding offer to order the product you have selected from our online shop. You will then receive an email from us confirming your order (“order confirmation”), which merely acknowledges receipt of your order but does not yet constitute acceptance of the order.
The purchase contract is concluded when we inform you within 14 working days in a further email that we will fulfil your order (“Order Confirmation”).
§ 4 Prices and Terms of Payment
1. The net prices stated by us apply, plus the applicable VAT. Should price increases occur or delivery costs rise after the conclusion of the contract and before the agreed delivery date of the products, we reserve the right to adjust the prices and costs accordingly. This applies in the event that there are more than 4 weeks between the purchase contract and the delivery date. Should the new, increased price exceed the originally agreed price by more than 10%, the customer is free to withdraw from the contract in writing.
The prices applicable at the time of the order shall prevail. Any increases in VAT shall be borne by the customer.
2. Any import or export duties (customs duties), fees and taxes, as well as other applicable charges, particularly for goods delivered to countries outside the European Union, shall be borne separately by the customer. For further details on shipping to Switzerland, please refer to the information under “Information for customers from Switzerland”.
3. Any packaging, transport and shipping costs incurred shall be borne by the customer. These are charged separately for the dispatch of the products and depend on weight, volume and the urgency of the delivery. We will itemise these for you in the “Order Confirmation”.
4. We take out transport insurance on behalf of our customers.
5. For deliveries to other European countries where the customer is exempt from VAT, the customer must sign a confirmation of receipt within one month of delivery and return it to us, as we are required to submit this to the tax authorities. Otherwise, we will invoice the VAT retrospectively.
6. Payment is due immediately upon conclusion of the contract and issuance of the invoice. It is to be made in advance, either by bank transfer to the bank account specified in our dispatch confirmation, unless otherwise agreed. Discounts are only applicable if they have been agreed individually.
7. Set-off and rights of retention are excluded, unless the customer’s counterclaim is undisputed or has been established by a final and binding court decision, or the counterclaim arises from the same contractual relationship.
§ 5 Delivery
1. Products are dispatched following payment of the invoice. The estimated delivery dates stated by us are non-binding, unless fixed delivery dates have been agreed.
2. As delivery difficulties for which we are not responsible may arise even in the case of fixed delivery dates – for example, if the manufacturer or supplier fails to deliver to us through no fault of our own – we shall inform the customer immediately of the new estimated delivery date. If the product(s) are still not available within the new estimated delivery period, we reserve the right to withdraw from the contract.
3. Unless otherwise agreed, the loading and unloading of the delivery are not covered by the contract. Delivery is generally ex-warehouse. In this case, the risk of accidental loss and accidental deterioration of the products passes to the customer upon handover.
4. In the case of a ‘sale by delivery’, where deSonna, at the customer’s request, dispatches the sold product(s) to a location other than the place of performance, the risk passes to the customer as soon as deSonna or an authorised person has handed over the product(s) to the forwarding agent, the carrier or any other person or organisation designated to carry out the dispatch (Section 447(1) of the German Civil Code (BGB)). In this case, the customer bears the transport risk. This also applies in cases where, particularly for large quantities or custom-made items, delivery is made directly to the customer by a third party, e.g. the manufacturer or supplier (so-called “drop shipping”). We shall select the appropriate forwarding agent, carrier or consignor, the route of dispatch and the type of packaging, unless otherwise agreed. If dispatch is delayed at the customer’s request or through their fault, the goods shall be stored at their expense and risk.
5. We deliver via our online shop only within Europe and Switzerland. For deliveries to other countries, please contact us directly.
6. Partial deliveries are permitted to a reasonable extent. They are permissible in particular if the partial delivery is usable by the customer within the scope of the contractual purpose, if the delivery of the remaining ordered goods is guaranteed and this does not result in any significant additional effort or costs for the customer, unless we bear these.
§ 6 Default of Acceptance
Should delivery be delayed for reasons for which the customer is responsible, e.g. due to default of acceptance, we shall be entitled to claim compensation for any additional expenses incurred, in particular storage costs and increased transport costs.
§ 7 Retention of title
The delivered products remain our property until full payment has been made. The customer is not entitled to pledge the products subject to retention of title to third parties or to assign them as security. The customer must notify us immediately in writing if an application is made to open insolvency proceedings or if enforcement measures, e.g. seizures, are taken against the goods subject to our retention of title, and must provide us with the documents necessary for us to lodge an objection.
§ 8 Right of withdrawal / Defence of uncertainty
1. If the Customer fails to pay the invoice amount stated in the order confirmation within 14 calendar days of receipt and also fails to comply with a further request for payment within seven calendar days, we reserve the right to withdraw from the contract.
2. If, after conclusion of the contract, facts come to our attention (e.g. the Customer’s default on payment in respect of previous deliveries) which, in accordance with due commercial judgement, suggest that the payment claim is at risk due to the Customer’s inability to pay, deSonna shall be entitled to the rights set out in Section 321 of the German Civil Code (BGB). In particular, deSonna is entitled to demand, after setting a reasonable deadline, either payment on delivery or appropriate security from the customer, at the customer’s discretion.
§ 9 Warranty / Manufacturer’s Guarantee
1. We shall only be liable for defects within the meaning of Section 434 of the German Civil Code (BGB) as follows: The customer must inspect the goods received immediately for quantity and quality. Obvious defects must be reported to deSonna in writing within 7 days of receipt of the goods. A complaint regarding non-obvious defects is deemed to have been made in good time provided that it is received by us in writing within 7 days of its discovery by the customer. The deadline is deemed to have been met provided the complaint was sent in good time. If the customer fails to carry out the proper inspection and/or notify us of defects, we shall not be liable for any defect that has not been reported or has not been reported in good time (in accordance with statutory provisions).
2. The customer who has identified a defect is obliged to make the product(s) or samples subject to the complaint available to deSonna for examination of the complaint and to allow a reasonable period for such examination. In the event of refusal, the warranty shall lapse. Until deSonna has completed its examination, the customer must not dispose of the product(s) in question, i.e. they must not be divided, resold or further processed. Should no defect be found, deSonna shall be entitled to claim compensation from the customer for costs incurred as a result of the unjustified complaint, in particular for transport, storage and inspection, unless the absence of a defect was not apparent to the customer.
3. If the product is defective, deSonna is entitled to choose the form of subsequent performance (repair or replacement) taking into account the nature of the defect and the customer’s legitimate interests. In the event of a replacement delivery, the customer must return the defective product(s) to us in accordance with statutory provisions. If the chosen remedy fails, the customer is entitled – without prejudice to any claims for damages – either to withdraw from the contract or to demand a reduction in the purchase price.
4. The Customer’s claims for defects shall become time-barred after 12 months from delivery, unless there are grounds under Section 438(1)(2) of the German Civil Code (BGB) (buildings and items for buildings), § 438(3) BGB (fraudulent concealment), § 479(1) BGB (right of recourse) and § 634a(1)(2) BGB (construction defects).
5. In the case of the sale and delivery of second-hand products, the warranty for material defects is excluded.
6. We would like to point out that deSonna is not the manufacturer of the products and therefore does not provide any guarantee for the products. Manufacturers’ guarantees apply solely to the products themselves and do not form part of the contractual relationship between deSonna and the customer.
§ 10 Returns
Returns of products and cancellation of orders are generally excluded. This applies without exception to products that have been individually ordered or manufactured on behalf of the customer. Should we accept a return in exceptional cases, we shall charge a cancellation fee, covering the restocking of the goods, amounting to 20% of the product value. The product must be returned to us at the customer’s expense and responsibility, in perfect condition and in its original packaging.
§ 11 Liability
1. We shall be liable in accordance with statutory provisions for damages resulting from wilful misconduct or gross negligence, including wilful misconduct or gross negligence on the part of our representatives or vicarious agents.
2. Insofar as deSonna cannot be held liable for either wilful misconduct or gross negligence, we shall only be liable in the event of a breach of a material contractual obligation, the amount of which is limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Material contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely.
3. Indirect or consequential damages are only compensable insofar as they are typically to be expected when the item is used for its intended purpose.
4. Our liability for culpable injury to life, limb or health remains unaffected. Liability under the Product Liability Act also remains unaffected.
5. Any further claims for damages are excluded, regardless of the legal basis. This also applies where the customer demands reimbursement of futile expenses in lieu of performance instead of damages.
6. Any liability is excluded for technical information provided by DeSonna or for purely advisory services, unless such services are contractually owed.
§ 12 Place of performance, jurisdiction and choice of law
1. The place of performance for all claims and disputes arising from or in connection with the contractual relationship is, insofar as the customer is a merchant, entrepreneur, legal entity under public law or special fund under public law, the registered office of deSonna. If the Customer is a merchant, entrepreneur, legal entity under public law or special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship shall be Munich Regional Court II. We are also entitled to bring legal proceedings at the Customer’s registered office.
2. The applicable law shall be exclusively the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and international trade regulations. Furthermore, referral provisions under German private international law which would lead to the application of foreign legal provisions or foreign places of jurisdiction are excluded.
§ 13 Copyright
We, or the manufacturers and suppliers, hold the copyright to all images, films, texts, plans and drawings used in our online shop. Use without express prior consent is not permitted.
§ 14 Severability clause
Should individual provisions of this contract be invalid, partially invalid or unenforceable, this shall not affect the validity of the remaining terms and conditions. In place of the invalid, partially invalid or unenforceable provision, the contracting parties agree to adopt a provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision. Should the contracting parties fail to reach such an agreement, they agree that the invalid, partially invalid or unenforceable provision shall be replaced by the statutory provision that most closely approximates the meaning and purpose of the invalid, partially invalid or unenforceable provision.