General Terms and Conditions
§ 1 Scope
The following Terms and Conditions apply to all contracts concluded with us, Solectric GmbH – Ubstadter Str. 28 76698 – D-76698 Ubstadt-Weiher, for the acquisition and delivery of goods and other services, regardless of whether these contracts are concluded electronically via the webshop under the Internet address www.solectric.de or offline. This also includes all future business transactions. This also applies if we do not expressly refer to our General Terms and Conditions, unless otherwise agreed in writing. The following Terms and Conditions apply in the respective version valid at the time of contract conclusion. We do not recognise any deviating and/or conflicting terms and conditions of our customers, unless we have expressly agreed thereto. Even if a customer sends us a document which contains their terms and conditions, this does not imply any approval on our part of their validity.
Contract languages shall be German and English only.
The offer is aimed exclusively at companies within the meaning of § 14 (1) BGB (German Civil Code) and at legal entities under public law within the meaning of § 310 (1) BGB. Conclusion of a contract with consumers within the meaning of § 13 BGB is excluded.
§ 2 Contract conclusion
The offers displayed on our website www.solectric.de and other media platforms are non-binding and do not constitute a binding offer on our part to conclude a purchase agreement. Rather, it is a non-binding offer to the customers to order the goods from us.
In addition to ordering by phone (07251-93693-0), in writing, and via email (firstname.lastname@example.org), you can also create a user account on our website and thereby register yourself in our trading system. You can then place orders directly in our online shop via the shopping cart function.
Placing orders with us and making use of our online trading system is exclusively reserved for entrepreneurs. Consumers are excluded from this (cf. § 1 Section 3). Activation takes place after a corresponding verification by us. You can prove your entrepreneurial status by submitting suitable documents upon request.
With your order, you are submitting a legally binding offer to conclude a contract with us, which must be expressly accepted by us for the contract to come into effect.
When placing an order via our online shop, you will receive an automatically generated email from us confirming that we have received your order. This email does not yet constitute acceptance of your offer. A contract does not come into effect with said automatically generated email.
A contract is only concluded when we accept your offer by sending you an express declaration or when we send the goods to you without such a declaration.
§ 3 Subject matter of the contract and proviso of Solectric being duly supplied
The subject matter of the contract and the scope of the service/delivery to be provided by us result from the respective service description, as specified in our offer at the time of order placement. Our service description comprehensively defines the specifics of the delivery item/service. In particular, public statements by the seller, the manufacturer, their assistants, or third parties (e.g. public presentations of product specifics) do not contain any descriptions of the subject matter of the contract that supplement or change this service description.
Correctly, timely, and duly supplied materials to Solectric remain unaffected. We will inform you about the unavailability of the contractual item and, in the event of withdrawal, will immediately reimburse you for the corresponding consideration.
§ 4 Prices
The prices valid at the time that you place your order apply. There is no entitlement to receive the goods or services at a cheaper price, applicable sooner or later. If we do offer a discount on a case-by-case basis, this is done purely out of goodwill and without any legal obligation, especially in relation to later orders.
The prices stipulated on our product pages do not include statutory value added tax and, in case of a sales shipment, do not include the shipping costs incurred.
§ 5 Terms of delivery
At your request, the goods will be shipped from our warehouse and delivered to an address specified by you, unless otherwise agreed. Delivery to packing stations is excluded.
The delivery time is specified in the order confirmation. If the manufacturer has unforeseeable delays in delivery, we are also entitled to change the delivery date of the order confirmation.
Partial deliveries on our part are permitted, provided that this is acceptable for you.
Our service obligation is limited to the handover of the delivery item to the shipping company; the item must be of the same type and the same designation available in our warehouse. There is no further procurement obligation on our part. In particular, we are not obligated to reorder the same goods from the sub-supplier.
The risk of loss of the delivery item or the accidental depreciation in value of the delivery item is transferred to you when we hand the item over to the transport company, the forwarding agent, the freight carrier, or the person otherwise assigned to the shipment.
§ 6 Payment conditions and payment default
Payment can either be made on account or in advance.
a) Payment on account: Customers with their head office in Germany can choose the payment method “Payment on account” if, after an individual credit check for this payment, the delivery period (§ 5) begins with contract conclusion (§ 2). In this case, the full invoice amount is due for payment upon delivery of the goods. Without further instructions from us, you are deemed to be in payment default 14 days after the due date if you have not yet paid.
b) Payment in advance: If you pay in advance, you will receive a notification from us stating the amount to be paid along with our banking details. The delivery period (§ 5) begins when your payment is credited to our account.
If you are in default of payment, you are obligated to pay the statutory default interest of 9 percentage points above the base interest rate. Moreover, we are entitled to payment of a EUR 40 flat rate fee for damage caused by default. The right to claim further damages remains reserved, in which case the aforementioned flat rate is to be deducted.
You can only offset payment of the purchase price if your counterclaims have either been legally established or are undisputed or recognised by us.
You are only authorised to exercise a right of retention if your counterclaim is based on the same contractual relationship. You are not entitled to a right of retention in the event of defects, unless the delivery has obvious defects.
You are not entitled to assert claims and rights due to defects if your payments are not up-to-date.
§ 7 Retention of title
The delivery item remains our property until all claims to which we are entitled vis-à-vis you as the customer and arising from the business relationship have been met.
You are permitted to process or modify the delivery item (“processing”). If you link or combine the delivery item, we acquire co-ownership rights to the new item in the ratio of the invoice value of the delivery item to the other processed items at the time of processing. If we acquire ownership or co-ownership rights, you shall keep the delivery item or new goods for us with the care of a prudent businessman.
If the delivery item or new goods are sold, as a precaution, you hereby transfer your claim from the resale vis-à-vis your customer to us, with all ancillary rights, without the need for a further declaration. The transfer applies including any possible balance claims. The transfer amount is limited to the amount that corresponds to the price of the delivery item invoiced by us. The part of the claim due shall be settled first.
If you link the delivery item or new goods to property, you also transfer your claim which you are entitled to as payment for the link to us, without the need for a further declaration. The transfer is limited to the amount that corresponds to the price of the delivery item invoiced by us.
Until further notice, you are authorised to collect claims transferred to us. You undertake to immediately forward us payments made in regard to the transfer up to the amount of the secured claim. In the event of legitimate interests, in particular for default in payment, suspension of payments, opening of insolvency proceedings, reasonable indications of over-indebtedness or impending insolvency, we are entitled to revoke the authorisation granted to you to collect transferred claims. Moreover, after a prior warning and with a reasonable grace period, we can disclose the transfer of security, utilise the assigned claim, and demand that you disclose the transfer of security to your customers.
If a legitimate interest is substantiated, you must provide us with the information required to assert our rights against your customers and submit to us the necessary information.
During the retention of title period, pledging or assignment as a security is prohibited. In the event of garnishment, confiscation, or other orders or interventions by third parties, you must notify us thereof immediately. The resale of the delivery item or new goods is only permitted to resellers in the ordinary course of business and only under the stipulation that payment of the delivery item proceeds is made to us. You must also agree with the customer that it will only acquire ownership rights to the item upon payment.
If there is a breach of duty on your part, in particular default in payment, we are entitled to demand that you hand over the delivery item or new goods without setting a deadline and/or, if necessary, withdraw from the contract concluded with you after setting a deadline. You are obligated to hand over goods. The request for handover of the delivery item or new goods does not constitute a declaration of withdrawal, unless this is stated explicitly.
If the realisable value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 10%, we will release a corresponding part of the security rights at your request. The selection of securities to be released is incumbent on us.
§ 8 Claim for defects/Warranty
Claims for defects do not exist for only slight deviations from the agreed quality or for only insignificant impairment of the usability of the delivery item.
You must inspect the delivery item immediately and with the necessary care for deviations in quality and quantity, and must notify us in writing of any identifiable defects within a period of 7 days from receipt of the goods. To meet this deadline, timely dispatch is sufficient. This also applies to defects found later from the point in time at which they were identified. The assertion of warranty claims is excluded if you breach your duty to inspect and notify.
We have the right to choose between remedying the defect and making a new delivery in all cases. The request for rectification must be made in writing. We must be given a period of 10 working days for rectification.
If the delivery needs to be rectified, it is only deemed a failure of rectification after the unsuccessful second attempt. If the rectification fails, you have the right to reduce or withdraw from the contract.
The legal cases of dispensability for setting a deadline remain unaffected. The enforcement of §§ 478, 479 BGB (the entrepreneur’s right of recourse) remains unaffected.
You, as the customer, bear the expenses for the purpose of rectification if the amount for the rectification measures increases due to the delivery being brought to a location other than your subsidiary, unless the shipment corresponds to its intended use. The enforcement of § 478 BGB remains unaffected. Without prejudice to further claims, in the event of an unjustified notification of defects, you must reimburse us for the expenses for inspection and, if requested, remedial of the defect.
§ 9 Liability
We are liable in cases of malice or gross negligence on our part or a representative or vicarious agent of ours, and in the event of culpable injury to life, limb, or health in accordance with the statutory provisions
Other than that, we are only liable under the Product Liability Act due to the culpable delay in essential contractual obligations, or if the seller fraudulently concealed the defect or assumed a guarantee for the quality of the delivery item.
The provisions of the preceding subsections of this paragraph apply to all claims for damages, in particular to damages for additional performance and compensation instead of the service, regardless of the legal reason, in particular due to defects, the breach of obligations from the contractual relationship, or from tortious liability. They also apply to claims for reimbursement of futile expenses. The liability for delay and inability to deliver are determined according to subsection 4 of this paragraph.
In the event of a delay or inability to deliver, we are liable according to subsection 1 of this paragraph. Outside of these cases, our liability due to delay and inability to deliver is limited to damages and reimbursement of futile expenses to a total of 20% of the delivery amount. Further claims on your part due to delay or inability to deliver – even after expiry of a period set by you for performance – are excluded. This limitation does not apply in case of a delay in performance in the event of a culpable breach of essential contractual obligations. Your right to withdraw from the contract remains unaffected.
The claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless a further exceptional case as listed in subsections 1 and 2 of this paragraph also exists.
A change in the burden of proof to your disadvantage is not associated with the above regulations.
§ 10 Limitation period
The limitation period for claims and rights based on defects in the delivery – irrespective of the legal grounds – is one year.
Subsection 1 does not apply in the cases of § 438 para. 1 no. 1 BGB (defects of title in the case of immovable property), § 438 para. 1 no. 2 BGB (structures, equipment for structures), § 479 para. 1 BGB (entrepreneur’s right of recourse), or § 634a para. 1 no. 2 BGB. These cases are subject to a limitation period of three years.
The limitation periods according to subsection 1 also apply to all claims for damages against us that are related to the defect, regardless of the legal grounds of the claim.
However, the limitation periods according to subsections 1 and 3 apply with the following proviso:
a) Generally, the limitation periods do not apply in cases of malice or fraudulent concealment of a defect or if we have given a guarantee for the quality of the delivery item.
b) The limitation periods also do not apply to claims for damages in cases of a grossly negligent breach of duty, in cases of – not in the delivery of a defective item or the provision of a defective service – culpable violation of essential contractual obligations, in cases of culpably caused injury to life, limb, or health, or in the event of claims under the Product Liability Act.
The limitation periods for claims for damages also apply to the reimbursement of futile expenses.
The limitation period for all claims begins with the delivery, for services with the acceptance.
Unless expressly agreed otherwise, the statutory provisions pertaining to the start of the limitation period, the expiry suspension, the suspension and restart of deadlines remain unaffected.
The above provisions apply accordingly to claims for damages that are not related to the defect. Subsection 1 applies to the limitation period.
A change in the burden of proof to your disadvantage is not associated with the above regulations.
§ 11 Final provisions
Changes or amendments to these conditions must be made in writing. This also applies to the repeal of this written form requirement.
If you are a merchant, legal entity under public law or public special fund, all disputes arising from the contractual relationship must be brought in front of the court responsible for our head office. We are also entitled to take up criminal action at your head office.
German law exclusively applies to the contractual relationship between us and you, excluding CISG (“UN Sales Convention”) regulations.
Should individual provisions of these conditions be ineffective or contradict statutory provisions, this shall not affect the effectiveness of the remaining provisions.