TERMS AND CONDITIONS OF SALES AND CONTRACTS BETWEEN SAT SOLAR INTERNATIONAL AG (VENDOR) AND THE ORDERER
(AUGUST 2010 VERSION)
1. Area of Application
General application
These terms and conditions of sale and contracts shall extend to all claims and demands between SAT Solar AG (vendor) and the customer (orderer).
Divergent terms and conditions excluded
These terms and conditions shall have priority before any divergent terms and conditions of the orderer to the extent that the vendor has not explicitly accepted them in writing. Any agreements departing from or supplementing said terms and conditions shall only be binding on the vendor to the extent that they are confirmed in writing.
2. Offer
Offer subject to change without notice
In the absence of any other explicit agreements, the vendor's offer shall be subject to change without notice. Vendor reserves itself the right to changes, errors and immediate sales.
The prices in the offer are list or day prices. Any changes in prices that may occur between drawing up the offer and accepting it shall be passed onto the orderer.
Application in time
The application in time of said offer beyond that shall be restricted. The expiration of validity shall result from the offer itself.
Without said statement, the offer can be accepted within two weeks after issuing it.
3. Terms and Conditions of Payment
Delivery shall be made to the orderer as soon as the entire invoice amount has been received in an account of the vendor specified in the offer or an RA third-party account specified by the vendor including any value-added tax.
4. Cancelling an Order
Cancellation fee
In the event that the orderer cancels the order, a lump-sum cancellation fee of 5% of the entire invoice amount shall be owed regardless of whether advance payment has been already made or not.
If the vendor has incurred a loss due to the cancellation that is in excess of the amount of the lump-sum cancellation fee, it can assert said loss along with the cancellation fee to the extent that it proves said damage.
The vendor shall be reserved the right to treat substantial changes to the order as cancellation thereof and can in said event assert a cancellation fee to the extent of said change.
5. Obligation to Perform
The scope of the obligation to perform
The vendor only owes the orderer the scope of performance and delivery as it is described in the (unchanged) offer.
Changing the offer
If the orderer changes an offer of the vendor in connection with an order, said changes shall only apply if the vendor has confirmed them in writing. Beyond this, the orderer shall be charged any additional performance not contained in the order.
The vendor does not have any obligation to perform
If the vendor cannot perform a delivery or a partial delivery properly or on time due to a delivery bottleneck with its vendors or for other reasons, it may notify the orderer of this at any time in writing. This shall omit the vendor's obligation to perform. Any claims of the orderer or from third parties against the vendor due to delayed or missing (partial) deliveries shall be explicitly ruled out.
6. Delivery and Transport
Deadlines and periods of delivery
In the absence of any other agreement that have been explicitly made in writing, deadlines and periods of delivery shall not be binding upon the vendor.
Bearing the risk/transfer of the utility and risk
All utility and risk (such as for accidental destruction or accidental deterioration of the goods) shall pass entirely to the orderer when the goods are handed over to the orderer or to the freight forwarder regardless of who arranged the transport or who pays for it.
Bearing the risk/transfer of the utility and risk
If the delivery to the orderer is delayed for reasons beyond the control of the vendor, the risk of accidental destruction or accidental deterioration shall pass onto the orderer at the point in time when the vendor has notified it that the goods are ready for shipping. In this event, the vendor shall be entitled to charge the orderer any additional costs it might incur.
Transport insurance
The vendor shall be notified of any damage during transport within a time limit for claims of
a) one week after receipt if they are shipped within Switzerland
b) two weeks after receipt if they are shipped outside of Switzerland
so that it may notify the freight forwarder or its insurance company of any damage in due time. In this event, the orderer shall be obliged to provide the vendor or the insurance company with all of the necessary information and hand over all of the documents requested.
7. Warranty/guarantee
Requirement to give notice of defects
The orderer shall be obliged to examine the goods in detail after receipt without delay and notify the vendor of any defects within a period of one week after receipt.
Defects occurring later
Notification shall be given of any defects occurring later in the same form and immediately after being discovered, however no later than within one year. The delivery may not be used anymore after discovering said defect. Defects not objected to immediately shall be deemed as approved by the orderer.
The manufacturers' guarantee
The guarantee conditions of each manufacturer shall extend exclusively to deliveries. Any warranty claims going beyond that shall be ruled out. The further prerequisite of the vendor's warranty obligation shall be that the goods were properly handled, mounted and started up. The orderer has to demonstrate this to the vendor at its request in the event of warranty damage. There shall not be any warranty for faults incurred by improper repairs of the orderer or third parties.
The special case of the manufacturer First Solar
Any defective modules of the manufacturer First Solar can be sent back to it (via the vendor) at its own cost. The manufacturer First Solar replaces modules that have not become defective due to its own culpability. If the manufacturer First Solar discovers when checking the damage that this is due to its own culpability, the modules shall only be properly disposed of. The vendor shall replace the missing modules as quickly as possible. The vendor shall charge said replaced modules.
The vendor's right of choice
If there are defects, the vendor shall be entitled at its choice to eliminate them by repairing or supplying a replacement. Any repudiation of contract, diminution, withdrawal and all claims to compensation for damage from the orderer going beyond this shall be ruled out.
Limited warranty
The warranty obligation of the vendor or manufacturer with repairs or supplying a replacement shall be restricted to the immediate expenditures. The costs for transport and assembly and all further costs shall be excluded from that. They shall be charged to the orderer.
8. Reservation of Title
The goods supplied shall remain the property of the vendor until the invoice amount has been fully paid. It shall be entitled to have the corresponding reservations of title registered.
9. Venue and Applicable Law
This contract shall be exclusively subject to Swiss law excluding the UN Convention on the International Sales of Goods.
The venue for all disputes arising from or in connection with this contract shall be Tägerwilen, Switzerland.
These terms and conditions of sale and contracts shall be declared the express content of the contract when the terms and conditions are signed and when the quotation or pro forma invoice is signed. The quotation/offer and pro forma invoice explicitly refer to our general terms and conditions.
SAT SOLAR INTERNATIONAL AG
Lohstampfestrasse 11
CH-8274 Tägerwilen
(AUGUST 2010 VERSION)
1. Area of Application
General application
These terms and conditions of sale and contracts shall extend to all claims and demands between SAT Solar AG (vendor) and the customer (orderer).
Divergent terms and conditions excluded
These terms and conditions shall have priority before any divergent terms and conditions of the orderer to the extent that the vendor has not explicitly accepted them in writing. Any agreements departing from or supplementing said terms and conditions shall only be binding on the vendor to the extent that they are confirmed in writing.
2. Offer
Offer subject to change without notice
In the absence of any other explicit agreements, the vendor's offer shall be subject to change without notice. Vendor reserves itself the right to changes, errors and immediate sales.
The prices in the offer are list or day prices. Any changes in prices that may occur between drawing up the offer and accepting it shall be passed onto the orderer.
Application in time
The application in time of said offer beyond that shall be restricted. The expiration of validity shall result from the offer itself.
Without said statement, the offer can be accepted within two weeks after issuing it.
3. Terms and Conditions of Payment
Delivery shall be made to the orderer as soon as the entire invoice amount has been received in an account of the vendor specified in the offer or an RA third-party account specified by the vendor including any value-added tax.
4. Cancelling an Order
Cancellation fee
In the event that the orderer cancels the order, a lump-sum cancellation fee of 5% of the entire invoice amount shall be owed regardless of whether advance payment has been already made or not.
If the vendor has incurred a loss due to the cancellation that is in excess of the amount of the lump-sum cancellation fee, it can assert said loss along with the cancellation fee to the extent that it proves said damage.
The vendor shall be reserved the right to treat substantial changes to the order as cancellation thereof and can in said event assert a cancellation fee to the extent of said change.
5. Obligation to Perform
The scope of the obligation to perform
The vendor only owes the orderer the scope of performance and delivery as it is described in the (unchanged) offer.
Changing the offer
If the orderer changes an offer of the vendor in connection with an order, said changes shall only apply if the vendor has confirmed them in writing. Beyond this, the orderer shall be charged any additional performance not contained in the order.
The vendor does not have any obligation to perform
If the vendor cannot perform a delivery or a partial delivery properly or on time due to a delivery bottleneck with its vendors or for other reasons, it may notify the orderer of this at any time in writing. This shall omit the vendor's obligation to perform. Any claims of the orderer or from third parties against the vendor due to delayed or missing (partial) deliveries shall be explicitly ruled out.
6. Delivery and Transport
Deadlines and periods of delivery
In the absence of any other agreement that have been explicitly made in writing, deadlines and periods of delivery shall not be binding upon the vendor.
Bearing the risk/transfer of the utility and risk
All utility and risk (such as for accidental destruction or accidental deterioration of the goods) shall pass entirely to the orderer when the goods are handed over to the orderer or to the freight forwarder regardless of who arranged the transport or who pays for it.
Bearing the risk/transfer of the utility and risk
If the delivery to the orderer is delayed for reasons beyond the control of the vendor, the risk of accidental destruction or accidental deterioration shall pass onto the orderer at the point in time when the vendor has notified it that the goods are ready for shipping. In this event, the vendor shall be entitled to charge the orderer any additional costs it might incur.
Transport insurance
The vendor shall be notified of any damage during transport within a time limit for claims of
a) one week after receipt if they are shipped within Switzerland
b) two weeks after receipt if they are shipped outside of Switzerland
so that it may notify the freight forwarder or its insurance company of any damage in due time. In this event, the orderer shall be obliged to provide the vendor or the insurance company with all of the necessary information and hand over all of the documents requested.
7. Warranty/guarantee
Requirement to give notice of defects
The orderer shall be obliged to examine the goods in detail after receipt without delay and notify the vendor of any defects within a period of one week after receipt.
Defects occurring later
Notification shall be given of any defects occurring later in the same form and immediately after being discovered, however no later than within one year. The delivery may not be used anymore after discovering said defect. Defects not objected to immediately shall be deemed as approved by the orderer.
The manufacturers' guarantee
The guarantee conditions of each manufacturer shall extend exclusively to deliveries. Any warranty claims going beyond that shall be ruled out. The further prerequisite of the vendor's warranty obligation shall be that the goods were properly handled, mounted and started up. The orderer has to demonstrate this to the vendor at its request in the event of warranty damage. There shall not be any warranty for faults incurred by improper repairs of the orderer or third parties.
The special case of the manufacturer First Solar
Any defective modules of the manufacturer First Solar can be sent back to it (via the vendor) at its own cost. The manufacturer First Solar replaces modules that have not become defective due to its own culpability. If the manufacturer First Solar discovers when checking the damage that this is due to its own culpability, the modules shall only be properly disposed of. The vendor shall replace the missing modules as quickly as possible. The vendor shall charge said replaced modules.
The vendor's right of choice
If there are defects, the vendor shall be entitled at its choice to eliminate them by repairing or supplying a replacement. Any repudiation of contract, diminution, withdrawal and all claims to compensation for damage from the orderer going beyond this shall be ruled out.
Limited warranty
The warranty obligation of the vendor or manufacturer with repairs or supplying a replacement shall be restricted to the immediate expenditures. The costs for transport and assembly and all further costs shall be excluded from that. They shall be charged to the orderer.
8. Reservation of Title
The goods supplied shall remain the property of the vendor until the invoice amount has been fully paid. It shall be entitled to have the corresponding reservations of title registered.
9. Venue and Applicable Law
This contract shall be exclusively subject to Swiss law excluding the UN Convention on the International Sales of Goods.
The venue for all disputes arising from or in connection with this contract shall be Tägerwilen, Switzerland.
These terms and conditions of sale and contracts shall be declared the express content of the contract when the terms and conditions are signed and when the quotation or pro forma invoice is signed. The quotation/offer and pro forma invoice explicitly refer to our general terms and conditions.
SAT SOLAR INTERNATIONAL AG
Lohstampfestrasse 11
CH-8274 Tägerwilen
