General terms and conditions of the Heckert Solar GmbH, Chemnitz/Germany

1. General terms

1.1.

Deliveries and services of the Heckert Solar GmbH (herein after called Heckert Solar) are affected exclusively under the following terms.

1.2.

Upon acceptanceof offer, order confirmation or placement of order the purchaser recognizes the sales and delivery terms as valid for the total durationof the business relationship. Once the sales and delivery terms have been agreed on, they are also valid and binding for all future contracts.

1.3.

Any deviation from the agreed sales and delivery terms require written confirmation.

2. Offers

2.1.

All offers of Heckert Solarare subject to change without notice. Any documents pertaining to an offer such as illustrations, drawings, measurements and declarations of weight shall be regarded as an approximate guide. Obvious mistakes, scribal errors, misprints and miscalculations are not binding.

2.2.

Orders only shall become legally binding upon writtenconfirmation of Heckert Solar. Side agreements, reservations etc. of a contract require the written confirmation of Heckert Solarin order to become valid.

2.3.

Heckert Solarreserves the unlimited property as well as the copy right for quotations, drawings and other documentations.The transfer of the documentation to third parties or the reproduction requires the written agreement of Heckert Solar.

3. Transport, packaging, passing of risk

3.1.

The mentioned date on the confirmation of order is exclusively binding asthe period of delivery. The beginning of a period of delivery requires that all necessary documents are submitted and that the payment has been affected.

3.2.

Heckert Solaris relieved of its obligation to deliver should such delivery be prevented by circumstances beyond our control, acts of god, or other unforeseenevents whose removal cannot be reasonably expected.

3.3.

In case of delay in delivery, Heckert Solarhas the right toset an appropriate period of grace to the purchaser. An entitlement to damages is therefore not reasonable. If Heckert Solaris not able to deliver the goods within the period of grace, the purchaser has the right to withdraw from the contract under the exclusion of further requirements.

3.4.

Heckert Solaris obliged tocancel the delivery without prior notification if the purchaser is in default of payment or should adverse financial circumstancesbecome known after the event, such as the protest of a check or bill of exchange, or a settlement or bankruptcy petition.

3.5.

The Incoterms stipulated in the order confirmation shall apply exclusively.

3.6.

The delivered goods havetobe accepted by the purchaser even in the event that they evince negligible defects.Partial delivery is admissible.

3.7.

In line with the current packaging regulation, Heckert Solar takes back the used transport packaging. If requested please contact Heckert Solar by mail or phone: info@heckert-solar.comor +49 371 458568-0. Alternatively, the Customer shall dispose of packing materials and pallet(s) at his own expense.

3.8.

Heckert Solar sells to resellers only. As reseller in the EU, with the exception of those located in Germany, the buyer is responsible for reporting the solar modules within the framework of the WEEE regulation. In case the buyer is also the end-consumer he is obliged to inform Heckert Solar accordingly.

4. Prices and terms of payment

4.1.

All our prices are quoted ex works Chemnitz / Germany, exclusive of value-added tax, packaging and shipping costs unless otherwise stipulated in written.

4.2.

Should the prices generally be raised byHeckert Solar, Heckert Solaris entitled, when thepurchaser is a merchant who has been entered as such in the commercial register, to also raise the prices agreed upon between them in the same manner. With the availability of the delivery for the purchaser the pecuniary claim of Heckert Solar becomes payable.

4.3.

Unless otherwise agreed, the invoice amount is payable within 8 days from the invoice date without deduction. An agreed cash discountdeduction requires the fulfillment of all obligationsof the purchaser, including those from other contracts,in due time.Unauthorizedcashdiscount deductionwillbe demandedinaddition.If dates of payment shall beaccessed, the agreement entails further legal claims and default interest according to the code of civil law withoutnotice.

4.4.

Objections against invoices and payments in advance entitle to a delay or denial of payment only in cases when obvious mistakes are at hand.

4.5.

Invoices of Heckert Solarcan only be reckoned up with indisputable or valid specified counter claims.

5. Cancellation of orders

Heckert Solar produces order-related and thus just-in-time. For this reason, cancellation of orders by the purchaser are subject to the written confirmation of Heckert Solar.

5.1.

Cancellations made up to 1 week prior to the confirmed delivery date will be charged with 5% of the cancelled order value, cancellations up to 2 days before the confirmed delivery date will becharged with 25% of the cancelled order value.

5.2.

Heckert Solar is obliged to cancel unilaterally and free of charge orders placed under the condition of payment in advance with the second postponement respective the second not affected payment within the prescribed payment period.

5.3.

Potentially arising costs from suppliers oftrade goods which can be clearly assigned to the cancelled order of the purchaser shall be passed on to the purchaser in full, regardless of the date of cancellation.

6. Liability for defectsHeckert Solarrenders warranty for defects shown as well as the lack of assured properties as follows:

6.1.

In case of visible transport damages, the forwarder has to confirm the purchaser the damage on the delivery document. The goods have to be checkeddirectly for damages.The purchaser has to indicateany damage to Heckert Solarwithin 2 days in written. This event requires the presentation ofthe delivery document, on which the forwarder accepted the transport damage

6.2.

Complaints due to identifiable external defects can only be taken into consideration if they are made in writing without delay, at the latest within 7 days upon receipt ofthe goods.

6.3.

In case of a legitimate complaint, Heckert Solarhasthe option either to repair the goods or to deliver a faultless replacement. The buyer has the right of withdrawal in such cases when we have allowed an adequate additional respite, that we have set to remove the cause of the acknowledged defect, to elapse without due cause. In the case of an acknowledgedshortfall or missing parts it is at Heckert Solar’s optionto either deliver the missing items in addition or to issue an appropriate voucher.

6.4.

We shall have no responsibility or liability whatsoever for damage that has arisen due to a violation ofthe secondary duties of this contract, ill-advised counsel, unlawful acts, culpable violation ofthe liability for rework or replacement or injury resulting from any cause whatsoever, especially if the damage didnot occur to the delivered items, unless in cases of intentional acts or if the exclusion of liability is inadmissible for other reasons. Claims for damages due to a lack of assured goods are also excluded when the assurances were not made for the purposeof avoiding the consequential loss of damages.

6.5.

The limitation period for claims for defects is 2 months as of transfer of risk. In case of reworksthe warranty period is 3 months, for replacement deliveries or services 6 months. Thiswarranty period is valid at least until the original warranty period for the delivery or service item in question has expired. The before mentioned terms and conditions shall not apply, in casethe law prescribes mandatory longer deadlines.

7. Reservation of title

7.1.

The delivered goods remain property of Heckert Solaruntil all outstanding accounts resulting from the business connection have been cleared, including the clearance of all payments by check.

7.2.

Resellers are granted the right to sell our reservation goods within the framework of an orderly business volume in their own name. The seller cedes the claim from the further disposal directly toHeckert Solar. Heckert Solaraccepts the act of transfer. For the disposal of the reservation goods, after the processing or linking with other goods that do not belong to Heckert Solarthe act of transfer for the claim to an amount not exceeding the invoice value of our reservation goodsisvalid. The seller is only authorized to collect the transferred claims as long as he fulfills his liabilities to payin an orderly manner. The seller has to retain the property against his acceptors till they have paid the full selling price.

7.3.

The purchaser is not authorized to issue a pledge or security bill of sale of the reservation goods of Heckert Solar. He is under obligation to notify Heckert Solarimmediately of the access of any third party to the reservation goods. The purchaser is prohibited from making assignment prohibition.

8. Data processing

The personal data of the purchaser which are obtained through the framework of business relationship will be saved byHeckert Solaraccording to the provisions of the Federal Data Protection Act.

9. Final prescription

9.1.

The place of performance for all the obligations ensuing from the contractual relationship is Chemnitz, Federal Republic of Germany.

9.2.

If a part of this contract is held invalid, such holding shall not affect all other parts of the contract. The contractual partners, as far as possible, shall replace the invalid prescription with one that in terms of economic importance matches the original prescription as closely as possible.

9.3.

The contractual relationship is exclusively subject to the right of the Federal Republicof Germany. The execution of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

These general terms and conditions are valid from May 1st, 2017 and abrogate all previous ones.Please note: This document has been translated into several languages.
If variances occur between different language versions the German original version needs to be taken for validity.