Terms and conditions for companies.

1. Applicability, Contractors and Priority

Contract partner is TP ENERGY GmbH, Lichtenstein 11, 37581 Bad Gandersheim, Germany. These conditions apply to our goods deliveries, including agreed special products, as well as to expressly commissioned planning and assembly services exclusively to entrepreneurs within the meaning of § 14 BGB, legal persons under public law and special funds under public law. They do not apply to consumers.

These terms apply to future transactions of the same kind if they have been validly agreed within an existing business relationship and we draw attention to their application again. Conflicting purchasing terms become part of the contract only to the extent that we expressly agree to them. Individual agreements always take precedence; this precedence does not depend on written confirmation.

Planning, assembly, repair or construction services are only due if they have been explicitly commissioned and agreed on in terms and scope. In addition, sections 12 and 13 apply to commissioned planning and assembly services.

2. Offers and conclusion of contract

Product representations and general prices on our website are a request for inquiry and not a binding contract offer. Our offers are subject to change unless they are expressly designated as binding or subject to a binding period. A confirmation of receipt for a request is not an order acceptance.

A contract shall be concluded if the customer accepts our binding offer unchanged by e-mail within the period of acceptance specified therein or if the payment expressly provided for in it is made for acceptance. An invoice or proforma invoice may contain such an offer if it is expressly referred to as a binding contract offer and indicates the scope of services, price and acceptance conditions. A mere sending of invoices is not independent of its content already a new contract offer.

If the customer first issues an order, the contract will come about by our express order confirmation in text form or another clear acceptance. The scope, nature and conditions of use are determined by the agreed contract documents, including the technical specification specified therein. Changes are to be recorded in text form for evidence purposes; individual agreements have priority.

Datasheets, images and manufacturer information describe the product. A guarantee, a particular system or energy yield, or suitability for a special purpose intended by the customer is owed only where expressly agreed or required by mandatory law. This provision does not exclude agreed product characteristics or public statements that are legally relevant.

We can accept an order initially delivered by the customer within five working days of receipt. Working days are Monday to Friday, except public holidays at our headquarters. Without timely acceptance, the customer is no longer bound to the order. A later or different confirmation is a new offer. In the case of a binding offer from us, the acceptance period indicated therein shall apply instead.

The relevant general terms and conditions and technical documents for the order are provided before the binding declaration of the customer. Acceptance by e-mail or payment must be allocated to the specific offer. A payment, request or technical release does not alone justify a separate guarantee.

3. Prices, advance payment and late payment

Unless expressly agreed otherwise, B2B prices in euro are net plus statutory VAT. Packaging, shipping and other additional services are listed in the offer before conclusion of the contract. The agreed prices are decisive; a subsequent unilateral price increase is therefore not agreed.

For purchases of goods only, payment is due in advance to the business bank account provided, unless otherwise agreed in the order. Payment is due within seven calendar days of conclusion of the contract and receipt of the invoice unless different payment terms have been agreed. Statutory rights to withhold performance remain unaffected. Any agreement made before conclusion of the contract that makes the delivery period dependent on receipt of a down payment remains binding. Section 13 applies to work and installation services.

In the case of late payment, the statutory default interest and, where relevant, the statutory default flat rate as well as the proven further default damage shall apply. If, after conclusion of the contract, concrete circumstances become apparent which endanger our payment claim due to a lack of performance of the customer, we are entitled to the legal rights under § 321 BGB.

Offsetting is permitted with undisputed or legally established counterclaims. Counterclaims from the same contractual relationship as well as legally binding set-off and retention rights remain unaffected.

4. Supply, participation and obstacles to performance

The delivery area, delivery location and delivery period are specified in the individual order. There is no general commitment to deliver within 90 days unless separately agreed. An agreed period requires the timely provision of necessary customer information, technical approvals and agreed advance payments. Delays caused by a failure to cooperate extend the period by the actual duration of the resulting obstruction and a reasonable period for restarting the work.

A reservation making delivery subject to our own receipt of supplies applies only if we have previously concluded a matching supply transaction, the supplier fails to deliver correctly or on time through no fault of ours, and we have not assumed any additional procurement risk. We will promptly inform you of unavailability. If rescission is justified, payments already received for the unperformed part of the contract will be refunded promptly.

Unforeseeable events beyond our sphere of influence that we are not responsible for can prevent performance for the duration of its actual impact. We inform about cause and expected duration and take reasonable remedial measures. Legal withdrawal and compensation rights remain valid; a flat-rate exemption for any supplier malfunction is not associated with this.

Partial deliveries are permitted if the delivered part is usable for the agreed purpose, the remaining delivery is secured and the division is reasonable for the customer. This does not result in any additional shipping costs without agreement. In case of culpable default of acceptance, we may charge legally owed, actually incurred additional expenses and damages; saved expenses are taken into account.

5. Shipping and transfer of risk

In the case of a shipment purchase, the risk is transferred to the customer by handing over to the person designated for dispatch in accordance with § 447 BGB. A different contractually agreed transfer of risk and mandatory statutory provisions remain unaffected. When collected, the risk passes with handover; default of acceptance is governed by the law.

Visible transport damage should be documented on handover and reported to the carrier. The statutory duties to inspect and notify defects under section 377 HGB remain applicable to commercial transactions between merchants. This provision does not create a duty to notify defects for a business customer whose purchase is not subject to section 377 HGB.

The customer shall establish the agreed conditions for delivery or collection. Special requirements for access, unloading, forklift, crane or staff shall only apply if they have been notified and agreed upon before the conclusion of the contract. Collection takes place after appointment; for a transport-proof loading the tasks assumed and the legal responsibilities apply.

6. Special construction, reproduction and technical approvals

For individual goods, dimensions, tolerances, electrical characteristics, connection and fastening design, number of pieces and intended conditions of use shall be specified in the contract documents in particular. As far as necessary, we provide a technical drawing or specification for release. Production begins after the agreed release and receipt of an agreed deposit.

The customer shall carefully check the dimensions, samples, drawings and indications of use provided by him and shall point to discernible inconsistencies. Changes after release require an agreement on technical feasibility, additional costs and timing. No fee-based changes will be carried out without an assignment.

Without express agreement, a reproduction does not establish identity with the original manufacturer, transfer that manufacturer's guarantee, approval or certification, or provide assurance of compatibility with an entire system. We remain responsible for the performance we owe and for our own duties to advise or inspect. The customer must arrange project-specific planning, structural calculations, electrical integration and professional installation by suitably qualified persons, unless we have undertaken those tasks.

Goods manufactured to customer specifications do not carry an additional contractual right to cancel or return them. Requests to cancel by agreement are governed by section 12. Statutory rights to end the contract, including any applicable rights under sections 648 and 650 BGB, and their consequences for remuneration under section 13 remain unaffected.

The customer may provide us only with templates whose agreed use does not infringe third-party rights. The customer is liable under the statutory provisions for a culpable breach of this duty. We will inform the customer of claims asserted and allow appropriate participation in defending them; we will not make an admission at the customer's expense without consultation.

The specific specification is assigned to the order by the offer number and, where applicable, the drawing or version status. A technical release can be made by e-mail or by payment if the offer expressly indicates the documents to be examined and this meaning of the payment. Subsequent changes require an agreement on execution, additional costs and deadlines. A technical release does not remove any own verification obligations and does not replace any separate consumer statements.

7. Rights of defects, deadlines and manufacturer guarantees

The statutory rights of defects apply with the following permitted B2B adjustments. In the case of reciprocal commercial transactions, the buyer shall comply with the statutory investigation and complaint obligations under § 377 of the German Commercial Code. Hidden defects shall be reported after their discovery in accordance with this requirement. Deceptively concealed defects remain unaffected.

Where a claim for defects is justified, we will choose whether to repair the goods or supply a replacement. The customer must give us an opportunity to inspect and provide supplementary performance. Statutory claims for necessary supplementary performance expenses remain unaffected. If supplementary performance fails or is not required, the statutory rights to a price reduction, rescission and damages apply in accordance with section 8.

For new goods, the limitation period for claims for material defects is one year from the statutory starting date. This reduction does not apply to buildings or items used for a building in accordance with their usual purpose that caused its defectiveness (section 438(1) no. 2 BGB), to statutory supplier recourse claims including sections 445a, 445b and 478 BGB, or where a longer period is mandatory. Whether an exception applies to a photovoltaic product depends on its actual use.

The shortened period also does not apply in cases of fraudulent conduct, a guarantee given by us, intentional or grossly negligent breach of duty, injury to life, body or health, or claims under the Product Liability Act. The statutory periods apply to these claims.

Liability for defects is excluded for goods expressly agreed to be used. This exclusion does not apply to fraudulent concealment of a defect, a guarantee of quality given by us, buildings or items within section 438(1) no. 2 BGB, or statutory supplier recourse claims including sections 445a, 445b and 478 BGB. Damages claims remain unaffected in accordance with section 8; in particular, intent, gross negligence, injury to life, body or health, and liability under the Product Liability Act are not excluded.

We do not provide an additional voluntary seller guarantee unless we expressly provide a guarantee in individual cases. Manufacturers' guarantees may be additional services provided by the respective guarantor under its terms and conditions. A product description, technical approval or payment alone is not a guarantee declaration. Legal claims against TP ENERGY are not replaced by a manufacturer's warranty or the possibility of direct manufacturer processing.

The statutory rules on defects and limitation periods apply to works and assembly services. The above reduction in purchases of goods shall not extend to such services. Normal wear and tear as well as damage caused by improper storage, use, assembly, maintenance or interference by third parties do not justify any claim against us, insofar as the damage is based on it and not on a defect or breach of duty that we are responsible for.

8. Compensation and limitation of liability

We are liable without limitation for intent and gross negligence, culpable injury to life, body or health, liability under the Product Liability Act, fraudulent conduct, and to the extent of any guarantee expressly given by us.

In the event of simple negligence, we shall be liable in the event of a breach of a substantial contractual obligation, the fulfilment of which only enables the proper execution of the contract and on whose compliance the customer may rely regularly. In this case, the liability is limited to the foreseeable damage typical of the contract at the time of conclusion of the contract. Furthermore, liability for damage caused simply negligently is excluded.

These limitations also benefit our legal representatives, employees and persons engaged to perform our obligations. Mandatory liability and the cases specified in paragraph 1 are not restricted. This does not constitute a blanket exclusion of all lost yields, removal and installation costs, or other statutory claims.

9. Retention of title

Delivered goods remain our property until all existing claims arising from the business relationship have been paid in full. The customer must treat goods subject to retention of title with care. Pledging them or transferring them as security is not permitted without our consent. We must be informed promptly of third-party interference, particularly seizure.

The customer may resell reserved goods in the ordinary course of business. He already assigns to us the resulting claims against his customers in the amount of our respective final invoice amount including VAT for security purposes; we accept the assignment. In the case of joint sale with other goods, the assignment only applies in proportion to the invoice value of our reserved goods to the invoice value of the other goods.

The customer remains authorised to collect the assigned claims. We may revoke that authorisation if the customer defaults on payment or the conditions of section 321 BGB are met. In that case, the customer may be required to provide the information and documents needed for collection and to notify the debtors of the assignment.

Processing or conversion of the reserved goods takes place for us as a manufacturer within the meaning of § 950 BGB, without any obligation arising from it. In the case of processing or inseparable connection with third-party goods, we acquire co-ownership according to the ratio of the invoice value of our goods to the other goods at the time of processing or connection. Insofar as such acquisition of ownership is legally excluded, the statutory provisions apply. Legal rights of property owners or third parties will not be replaced.

Insofar as the customer is entitled to a claim for compensation against a third party because of the connection of our reserved goods with a property, he assigns it to us for security in the amount of our final invoice amount; we accept the assignment. Statutory assignment bans remain unaffected.

If the realizable value of the collateral exceeds our secured receivables by more than ten percent, we release collateral at the appropriate amount of our choice at the customer's request. The withdrawal of reserved goods takes place only under the legal conditions; it does not establish an autonomous right of access or removal.

10. Documents, confidentiality and distribution partners

We reserve our rights on our own drawings, calculations and other protected documents. The customer receives the necessary usage opportunity for the agreed contractual purpose. Any further use or disclosure requires the authorisation of the respective rights holder. Legally permitted uses remain unaffected.

Business and technical information that is identified as confidential, or is recognisably confidential, may be used only for the contractual purpose and must be adequately protected. This does not apply to information that is lawfully known or publicly accessible, or to disclosures required by law.

Independent distribution partners conclude contracts in their own name, unless a representation for TP ENERGY has been expressly disclosed. The mediation of a contact alone does not give rise to any acceptance of liability for independent services of the partner. Our responsibility for our own duties remains.

11. Law and Jurisdiction

German law applies to the exclusion of the UN Sales Law. Exclusive place of jurisdiction is, to the extent permitted by law, our place of business, if the customer is a merchant, legal person under public law or special fund under public law. We may also sue at the general place of jurisdiction of the customer. For other entrepreneurs, this clause does not agree on any legally inadmissible exclusive place of jurisdiction.

In case of ineffectiveness of individual provisions, the statutory rules, in particular § 306 BGB, apply. An ineffective provision will not automatically be replaced by the economically most advantageous permissible rule.

12. Withdrawal and expressly commissioned services

There is no contractual right of the customer to cancel goods already concluded. Businesses are not entitled to a right of legal consumer revocation. Legal rights of defects, withdrawal and termination remain unaffected; in particular, the statutory termination cases described in Section 13 remain unaffected.

A voluntary cancellation, partial cancellation, change of the order quantity or withdrawal requires our express consent. We are not obliged to consent. The scope, return processing, transport, condition of the goods and, if necessary, costs to be borne by the customer are agreed upon in individual cases and recorded in text form, e.g. by e-mail, for proof purposes. Individual agreements have priority.

Already incurred procurement, planning, manufacturing, packaging, storage and transport costs as well as the further economic processing are expressly agreed upon in the event of a voluntary cancellation. No automatic cancellation fee will be created without the corresponding agreement. Existing claims for compensation and compensation for damages remain in place; necessary creditings, in particular saved expenses and other acquisitions, are taken into account.

A cancellation request as well as its receipt or examination do not cancel the contract. Also non-payment, non-collection or refusal of acceptance do not terminate the contract on its own. The contractual obligations remain without an agreed cancellation or effective exercise of a legal right of solution. There is no voluntary right of return or exchange for properly delivered goods free of defects.

Planning, assembly, electrical work and commissioning are performed only to the extent expressly mandated. Whether further services are performed by us, a vicarious agent used by us or a company commissioned by the customer himself, is specified in the concrete contract. Our legal responsibilities apply to vicarious agents employed by us.

The customer enables the agreed work and provides necessary documents and accesses within his area of responsibility in good time. The procurement of permits, static evidence and system operator approvals shall be carried out by the party referred to in the contract. Without such an agreement, responsibility shall be governed by the law and the performance result due.

In the case of identifiable safety defects, unexplained load capacity or other circumstances that prevent professional execution, the work concerned may be interrupted until clarification. We inform the customer immediately. The consequences of compensation, appointment and termination depend on the legal requirements; a cause for which we are responsible does not justify any additional claims against the customer.

13. Progress payments, acceptance and termination

For work and installation services, payment becomes due in accordance with the law and the specific agreement. Subject to the statutory requirements, particularly section 632a BGB, we may request progress payments for the value of work performed in accordance with the contract. These terms do not create an obligation to pay the full price of work or installation services in advance. Special consumer construction contract protections and security requirements remain unaffected.

Where acceptance is required by law, work completed in accordance with the contract must be accepted; acceptance may not be refused because of minor defects. Deemed acceptance occurs only if the statutory requirements of section 640(2) BGB are met. For consumers, this requires, in particular, a separate notice in text form together with the request for acceptance. Mere use, silence or a partial payment does not constitute acceptance under these terms.

Statutory termination rights remain unaffected. If the customer terminates at their discretion, our entitlement to remuneration is governed by section 648 BGB, taking account of saved expenses and earnings obtained elsewhere or deliberately not obtained. Section 650 BGB, including its cross-references, applies to the supply of movable goods to be manufactured. No separate flat-rate cancellation fee is agreed.