§ 1 Scope, Form

(1) These Gen­er­al Terms and Con­di­tions of Sale (“GTCS”) of Solar­na­tive GmbH, Am Holzweg 26, 65830 Krif­tel, Tel.: 0049 172 1815519; e‑mail: info@solarnative.com (“we” / “us”) shall apply to all our busi­ness rela­tions with our cus­tomers (“Buy­er”). The GCS apply only if the Buy­er is an entre­pre­neur (§ 14 BGB), a legal enti­ty under pub­lic law or a spe­cial fund under pub­lic law.

(2) The GCS shall apply in par­tic­u­lar to con­tracts for the sale and/or deliv­ery of mov­able goods (“Goods”), irre­spec­tive of whether we man­u­fac­ture the Goods our­selves or pur­chase them from sup­pli­ers (§§ 433, 650 BGB). Unless oth­er­wise agreed, the GCS in the ver­sion valid at the time of the Buyer’s order or, in any case, in the ver­sion last noti­fied to the Buy­er in text form shall also apply as a frame­work agree­ment for sim­i­lar future con­tracts with­out our hav­ing to refer to them again in each indi­vid­ual case.

(3) These GCS apply in par­tic­u­lar to all pho­to­volta­ic prod­ucts offered by us, espe­cial­ly to all microwave invert­ers includ­ing prod­ucts for data trans­mis­sion (LTE / WiFi).

(4) For the use of the appli­ca­tion asso­ci­at­ed with our pho­to­volta­ic prod­ucts as defined in para­graph 3, the Terms of Use of the Solar­na­tive App shall apply in addition.

(5) Our GTCS shall apply exclu­sive­ly. Devi­at­ing, con­flict­ing or sup­ple­men­tary Gen­er­al Terms and Con­di­tions of the Buy­er shall only become part of the con­tract if and to the extent that we have express­ly con­sent­ed to their appli­ca­tion. This require­ment of con­sent shall apply in any case, for exam­ple even if the Buy­er refers to its Gen­er­al Terms and Con­di­tions with­in the scope of the order and we do not express­ly object thereto.

(6) Indi­vid­ual agree­ments (e.g. frame­work sup­ply agree­ments, qual­i­ty assur­ance agree­ments) and details in our offer and order con­fir­ma­tion shall take prece­dence over the GTC. In case of doubt, com­mer­cial claus­es shall be inter­pret­ed in accor­dance with the Incoterms® pub­lished by the Inter­na­tion­al Cham­ber of Com­merce in Paris (ICC) in the ver­sion valid at the time of con­clu­sion of the contract.

(7) Legal­ly rel­e­vant dec­la­ra­tions and noti­fi­ca­tions of the Buy­er with regard to the con­tract (e.g. set­ting of dead­lines, noti­fi­ca­tion of defects, with­draw­al or reduc­tion) shall be made in writ­ing. Writ­ten form in the sense of these GCS includes writ­ten and text form (e.g. let­ter, e‑mail, fax). Legal for­mal require­ments and fur­ther proof, in par­tic­u­lar in the case of doubts about the legit­i­ma­cy of the per­son mak­ing the dec­la­ra­tion, shall remain unaffected.

(8) Ref­er­ences to the applic­a­bil­i­ty of statu­to­ry pro­vi­sions shall only have a clar­i­fy­ing sig­nif­i­cance. Even with­out such clar­i­fi­ca­tion, the statu­to­ry pro­vi­sions shall there­fore apply unless they are direct­ly amend­ed or express­ly exclud­ed in these GTC.

§ 2 Conclusion of contract

(1) Our offers are sub­ject to change and non-bind­ing. This shall also apply if we have pro­vid­ed the Buy­er with cat­a­logs, tech­ni­cal doc­u­men­ta­tion (e.g. draw­ings, plans, cal­cu­la­tions, cal­cu­la­tions, ref­er­ences to DIN stan­dards), oth­er prod­uct descrip­tions or doc­u­ments — also in elec­tron­ic form — to which we reserve prop­er­ty rights and copyrights.

(2) The order of the goods by the Buy­er shall be deemed to be a bind­ing offer of con­tract. Unless oth­er­wise stat­ed in the order, we shall be enti­tled to accept this con­trac­tu­al offer with­in 14 days of its receipt by us.

(3) Accep­tance may be declared either in writ­ing (e.g. by order con­fir­ma­tion) or by deliv­ery of the goods to the Buyer.

(4) The min­i­mum order quan­ti­ty is 960 pieces. Con­trac­tu­al offers of the Pur­chas­er with­in the mean­ing of § 2 (2) which are below this quan­ti­ty shall be deemed to have been rejected.

§ 3 Delivery period and delay in delivery

(1) The deliv­ery peri­od shall be agreed indi­vid­u­al­ly or shall be spec­i­fied by us upon accep­tance of the order. If this is not the case, the deliv­ery peri­od shall be approx. 14 days from con­clu­sion of the contract.

(2) Par­tial deliv­er­ies are permissible.

(3) If we are unable to meet bind­ing deliv­ery dead­lines for rea­sons for which we are not respon­si­ble (non-avail­abil­i­ty of the ser­vice), we shall inform the Buy­er of this with­out delay and at the same time noti­fy the Buy­er of the expect­ed new deliv­ery dead­line. If the ser­vice is also not avail­able with­in the new deliv­ery peri­od, we shall be enti­tled to with­draw from the con­tract in whole or in part; we shall imme­di­ate­ly refund any con­sid­er­a­tion already paid by the Buy­er. Such non-avail­abil­i­ty of the per­for­mance shall be deemed to exist, for exam­ple, in the event of late deliv­ery by our sup­pli­er, if we have con­clud­ed a con­gru­ent hedg­ing trans­ac­tion, in the event of oth­er dis­rup­tions in the sup­ply chain, e.g. due to cir­cum­stances of force majeure, or if we are not oblig­ed to pro­cure in the indi­vid­ual case.

(4) The occur­rence of our delay in deliv­ery shall be deter­mined in accor­dance with the statu­to­ry pro­vi­sions. In any case, how­ev­er, a reminder by the Buy­er shall be required. If we are in default of deliv­ery, the Buy­er may demand lump-sum com­pen­sa­tion for the dam­age caused by the delay. The lump-sum com­pen­sa­tion shall amount to 0.5% of the net price (deliv­ery val­ue) for each com­plet­ed cal­en­dar week of the delay, but in total not more than 5% of the deliv­ery val­ue of the goods deliv­ered late. We reserve the right to prove that the Buy­er has not suf­fered any dam­age at all or that the dam­age is sig­nif­i­cant­ly less than the afore­men­tioned lump sum.

(5) The rights of the Buy­er pur­suant to § 8 of these GTC and our statu­to­ry rights, in par­tic­u­lar in the event of an exclu­sion of the oblig­a­tion to per­form (e.g. due to impos­si­bil­i­ty or unrea­son­able­ness of per­for­mance and/or sub­se­quent per­for­mance), shall remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Deliv­ery shall be made ex ware­house (“Ex Works” — EXW Hofheim am Taunus), which is also the place of per­for­mance for the deliv­ery and any sub­se­quent per­for­mance. At the Buyer’s request and expense, the goods shall be shipped to anoth­er des­ti­na­tion (sale by deliv­ery to a place oth­er than the place of per­for­mance). Unless oth­er­wise agreed, we shall be enti­tled to deter­mine the type of ship­ment (in par­tic­u­lar trans­port com­pa­ny, ship­ping route, pack­ag­ing) ourselves.

(2) The risk of acci­den­tal loss and acci­den­tal dete­ri­o­ra­tion of the goods shall pass to the Buy­er upon han­dover at the lat­est. In the case of sale by deliv­ery to a place oth­er than the place of per­for­mance, how­ev­er, the risk of acci­den­tal loss and acci­den­tal dete­ri­o­ra­tion of the goods as well as the risk of delay shall pass to the Buy­er upon deliv­ery of the goods to the for­ward­ing agent, the car­ri­er or any oth­er per­son or insti­tu­tion des­ig­nat­ed to car­ry out the ship­ment. Inso­far as accep­tance has been agreed, this shall be deci­sive for the trans­fer of risk. In all oth­er respects, the statu­to­ry pro­vi­sions of the law on con­tracts for work and ser­vices shall also apply mutatis mutan­dis to an agreed accep­tance. The han­dover or accep­tance shall be deemed equiv­a­lent if the Buy­er is in default of acceptance.

(3) If the Buy­er is in default of accep­tance, fails to coop­er­ate or if our deliv­ery is delayed for oth­er rea­sons for which the Buy­er is respon­si­ble, we shall be enti­tled to demand com­pen­sa­tion for the result­ing dam­age includ­ing addi­tion­al expens­es (e.g. stor­age costs). For this pur­pose, we shall charge a lump-sum com­pen­sa­tion in the amount of 0.5% of the price per cal­en­dar week or part there­of, but not more than 10% of the price in the event of final non-accep­tance. The proof of a high­er dam­age and our legal claims (espe­cial­ly com­pen­sa­tion of addi­tion­al expens­es, rea­son­able com­pen­sa­tion, ter­mi­na­tion) remain unaf­fect­ed; how­ev­er, the lump sum is to be cred­it­ed against fur­ther mon­e­tary claims. The pur­chas­er shall be enti­tled to prove that we have incurred no dam­age at all or only sig­nif­i­cant­ly less dam­age than the afore­men­tioned lump sum.

§ 5 Prices and Terms of Payment

(1) Unless oth­er­wise agreed in indi­vid­ual cas­es, our prices cur­rent at the time of con­clu­sion of the con­tract shall apply, ex ware­house, plus statu­to­ry val­ue added tax.

(2) In the case of sale by deliv­ery to a place oth­er than the place of per­for­mance (§ 4 para­graph 1), the Buy­er shall bear the trans­port costs ex ware­house and the costs of any trans­port insur­ance request­ed by the Buy­er. Any cus­toms duties, fees, tax­es and oth­er pub­lic charges shall be borne by the Buyer.

(3) The pur­chase price shall be due and payable with­in 14 days of invoic­ing and deliv­ery or accep­tance of the goods. How­ev­er, we shall be enti­tled at any time, also with­in the frame­work of an ongo­ing busi­ness rela­tion­ship, to make a deliv­ery in whole or in part only against advance pay­ment. We shall declare a cor­re­spond­ing reser­va­tion at the lat­est with the order confirmation.

(4) Upon expi­ra­tion of the afore­men­tioned pay­ment peri­od, the Buy­er shall be in default. Dur­ing the peri­od of default, inter­est shall be charged on the pur­chase price at the statu­to­ry default inter­est rate applic­a­ble at the time. We reserve the right to assert fur­ther dam­age caused by default. With respect to mer­chants, our claim to the com­mer­cial due date inter­est rate (§ 353 HGB) shall remain unaffected.

(5) The Buy­er shall only be enti­tled to rights of set-off or reten­tion to the extent that his claim has been legal­ly estab­lished or is undis­put­ed. In the event of defects in the deliv­ery, the Buyer’s counter rights shall remain unaf­fect­ed, in par­tic­u­lar pur­suant to § 7 (6) sen­tence 2 of these GTC.

(6) If, after con­clu­sion of the con­tract, it becomes appar­ent (e.g. by fil­ing for insol­ven­cy pro­ceed­ings) that our claim to the pur­chase price is jeop­ar­dized by the Buyer’s inabil­i­ty to pay, we shall be enti­tled to refuse per­for­mance in accor­dance with the statu­to­ry pro­vi­sions and — if nec­es­sary after set­ting a dead­line — to with­draw from the con­tract (§ 321 BGB).

§ 6 Retention of title

(1) We reserve title to the goods sold until full pay­ment of all our present and future claims aris­ing from the pur­chase con­tract and an ongo­ing busi­ness rela­tion­ship (secured claims).

(2) The goods sub­ject to reten­tion of title may nei­ther be pledged to third par­ties nor assigned as secu­ri­ty before full pay­ment of the secured claims. The pur­chas­er must noti­fy us imme­di­ate­ly in writ­ing if an appli­ca­tion is made to open insol­ven­cy pro­ceed­ings or if third par­ties (e.g. seizures) have access to the goods belong­ing to us.

(3) In the event of con­duct by the Buy­er in breach of con­tract, in par­tic­u­lar in the event of non-pay­ment of the pur­chase price due, we shall be enti­tled to with­draw from the con­tract in accor­dance with the statu­to­ry pro­vi­sions and/or to demand sur­ren­der of the goods on the basis of the reten­tion of title. The demand for return does not at the same time include the dec­la­ra­tion of with­draw­al; we are rather enti­tled to demand only the return of the goods and to reserve the right of with­draw­al. If the Buy­er does not pay the pur­chase price due, we may only assert these rights if we have pre­vi­ous­ly set the Buy­er a rea­son­able dead­line for pay­ment with­out suc­cess or if set­ting such a dead­line is dis­pens­able under the statu­to­ry provisions.

(4) Until revo­ca­tion pur­suant to © below, the Buy­er shall be autho­rized to resell and/or process the goods sub­ject to reten­tion of title in the ordi­nary course of busi­ness. In this case, the fol­low­ing pro­vi­sions shall apply in addition.

(5) The reten­tion of title shall extend to the prod­ucts result­ing from the pro­cess­ing, mix­ing or com­bi­na­tion of our goods at their full val­ue, where­by we shall be deemed to be the man­u­fac­tur­er. If, in the event of pro­cess­ing, mix­ing or com­bin­ing with goods of third par­ties, their right of own­er­ship remains, we shall acquire co-own­er­ship in pro­por­tion to the invoice val­ues of the processed, mixed or com­bined goods. Oth­er­wise, the same shall apply to the result­ing prod­uct as to the goods deliv­ered under reten­tion of title.

(6) The Buy­er here­by assigns to us by way of secu­ri­ty any claims against third par­ties aris­ing from the resale of the goods or the prod­uct in their entire­ty or in the amount of our co-own­er­ship share, if any, pur­suant to the pre­ced­ing para­graph. We accept the assign­ment. The oblig­a­tions of the Buy­er stat­ed in para­graph 2 shall also apply in respect of the assigned claims.

(7) The pur­chas­er shall remain autho­rized to col­lect the claim in addi­tion to us. We under­take not to col­lect the claim as long as the pur­chas­er meets his pay­ment oblig­a­tions towards us, there is no defi­cien­cy in his abil­i­ty to pay and we do not assert the reten­tion of title by exer­cis­ing a right pur­suant to para­graph 3. If this is the case, how­ev­er, we may demand that the buy­er inform us of the assigned claims and their debtors, pro­vide all infor­ma­tion nec­es­sary for col­lec­tion, hand over the rel­e­vant doc­u­ments and inform the debtors (third par­ties) of the assign­ment. Fur­ther­more, in this case we shall be enti­tled to revoke the Buyer’s autho­riza­tion to fur­ther sell and process the goods sub­ject to reten­tion of title.

(8) If the real­iz­able val­ue of the secu­ri­ties exceeds our claims by more than 10%, we shall release secu­ri­ties of our choice at the Buyer’s request.

§ 7 Claims for defects of the purchaser

(1) The statu­to­ry pro­vi­sions shall apply to the Buyer’s rights in the event of mate­r­i­al defects and defects of title (includ­ing incor­rect and short deliv­ery as well as improp­er assembly/installation or defec­tive instruc­tions), unless oth­er­wise stip­u­lat­ed below. In all cas­es, the rights aris­ing from sep­a­rate­ly issued guar­an­tees shall remain unaffected.

(2) The basis of our lia­bil­i­ty for defects is above all the agree­ment reached on the qual­i­ty and the pre­sumed use of the goods (includ­ing acces­sories and instruc­tions). All prod­uct descrip­tions which are the sub­ject of the indi­vid­ual con­tract or which were pub­licly announced by us (in par­tic­u­lar in cat­a­logs or on our Inter­net home­page) at the time of the con­clu­sion of the con­tract shall be deemed to be an agree­ment on qual­i­ty in this sense. Inso­far as the qual­i­ty has not been agreed, it shall be assessed in accor­dance with the statu­to­ry pro­vi­sions whether or not there is a defect (Sec­tion 434 (3) of the Ger­man Civ­il Code (BGB)).

(3) In the case of goods with dig­i­tal ele­ments or oth­er dig­i­tal con­tent, we shall only owe pro­vi­sion and, if applic­a­ble, updat­ing of the dig­i­tal con­tent inso­far as this express­ly results from a qual­i­ty agree­ment pur­suant to para­graph 2. In this respect, we shall not assume any lia­bil­i­ty for pub­lic state­ments by third parties.(4) As a mat­ter of prin­ci­ple, we shall not be liable for defects of which the Buy­er is aware at the time of con­clu­sion of the con­tract or is not aware due to gross neg­li­gence (§ 442 BGB). Fur­ther­more, the Buyer’s claims for defects shall require that he has com­plied with his statu­to­ry duties of inspec­tion and noti­fi­ca­tion (§ 377, § 381 HGB). In the case of build­ing mate­ri­als and oth­er goods intend­ed for instal­la­tion or oth­er fur­ther pro­cess­ing, an inspec­tion must in any case be car­ried out imme­di­ate­ly before pro­cess­ing. If a defect becomes appar­ent dur­ing deliv­ery, inspec­tion or at any lat­er time, we must be noti­fied of this in writ­ing with­out delay. In any case, obvi­ous defects shall be noti­fied to us in writ­ing with­in 10 work­ing days of deliv­ery and defects not appar­ent upon inspec­tion shall be noti­fied to us with­in the same peri­od of time after dis­cov­ery. If the pur­chas­er fails to car­ry out the prop­er inspec­tion and/or to give notice of defects, our lia­bil­i­ty for the defect not noti­fied in time or not noti­fied prop­er­ly shall be exclud­ed in accor­dance with the statu­to­ry pro­vi­sions. In the case of goods intend­ed for incor­po­ra­tion, attach­ment or instal­la­tion, this shall also apply if the defect only became appar­ent after the cor­re­spond­ing pro­cess­ing as a result of a breach of one of these oblig­a­tions; in this case, the Buy­er shall in par­tic­u­lar have no claims for reim­burse­ment of cor­re­spond­ing costs (“removal and instal­la­tion costs”).

(5) If the deliv­ered item is defec­tive, we may ini­tial­ly choose whether to pro­vide sub­se­quent per­for­mance by rem­e­dy­ing the defect (sub­se­quent improve­ment) or by deliv­er­ing an item free of defects (replace­ment deliv­ery). If the type of sub­se­quent per­for­mance cho­sen by us is unrea­son­able for the Buy­er in the indi­vid­ual case, he may reject it. Our right to refuse sub­se­quent per­for­mance under the statu­to­ry con­di­tions shall remain unaffected.

(6) We shall be enti­tled to make the sub­se­quent per­for­mance owed depen­dent on the Buy­er pay­ing the pur­chase price due. How­ev­er, the Buy­er shall be enti­tled to retain a part of the pur­chase price which is rea­son­able in rela­tion to the defect.

(7) The Buy­er shall give us the time and oppor­tu­ni­ty required for the sub­se­quent per­for­mance owed, in par­tic­u­lar to hand over the goods com­plained about for inspec­tion pur­pos­es. In the event of a replace­ment deliv­ery, the Buy­er shall return the defec­tive item to us at our request in accor­dance with the statu­to­ry pro­vi­sions; how­ev­er, the Buy­er shall not have a claim for return. Sub­se­quent per­for­mance shall not include the dis­man­tling, removal or dis­as­sem­bly of the defec­tive item or the instal­la­tion, fit­ting or assem­bly of a defect-free item if we were not orig­i­nal­ly oblig­ed to per­form these ser­vices; claims of the Buy­er for reim­burse­ment of cor­re­spond­ing costs (“dis­man­tling and assem­bly costs”) shall remain unaffected.

(8) We shall bear or reim­burse the expens­es nec­es­sary for the pur­pose of inspec­tion and sub­se­quent per­for­mance, in par­tic­u­lar trans­port, trav­el, labor and mate­r­i­al costs and, if applic­a­ble, removal and instal­la­tion costs, in accor­dance with the statu­to­ry pro­vi­sions and these GTC, if a defect is actu­al­ly present. Oth­er­wise, we may demand reim­burse­ment from the Buy­er of the costs incurred as a result of the unjus­ti­fied request to rem­e­dy the defect if the Buy­er knew or could have known that there was actu­al­ly no defect.

(9) In urgent cas­es, e.g. if oper­a­tional safe­ty is at risk or to pre­vent dis­pro­por­tion­ate dam­age, the Buy­er shall have the right to rem­e­dy the defect itself and to demand reim­burse­ment from us of the expens­es objec­tive­ly nec­es­sary for this pur­pose. We are to be informed imme­di­ate­ly of such a self-rem­e­dy, if pos­si­ble in advance. The right of self-exe­cu­tion shall not apply if we would be enti­tled to refuse a cor­re­spond­ing sub­se­quent per­for­mance in accor­dance with the statu­to­ry provisions.

(10) If a rea­son­able peri­od to be set by the Buy­er for sub­se­quent per­for­mance has expired unsuc­cess­ful­ly or is dis­pens­able under the statu­to­ry pro­vi­sions, the Buy­er may with­draw from the pur­chase con­tract or reduce the pur­chase price in accor­dance with the statu­to­ry pro­vi­sions. In the case of an insignif­i­cant defect, how­ev­er, there shall be no right of rescission.

(11) Claims of the Buy­er for reim­burse­ment of expens­es pur­suant to § 445a (1) BGB are exclud­ed, unless the last con­tract in the sup­ply chain is a con­sumer goods pur­chase (§ 478, § 474 BGB) or a con­sumer con­tract for the pro­vi­sion of dig­i­tal prod­ucts (§ 445c p. 2, § 327 (5), § 327u BGB). Claims of the Buy­er for dam­ages or reim­burse­ment of futile expens­es (§ 284 BGB) shall also exist in the event of defects of the goods only in accor­dance with the fol­low­ing §§ 8 and 9.

(12) In the event of sup­pli­er recourse, the Buy­er under­takes to noti­fy us with­out delay of the end customer’s notice of defects and to pro­vide all infor­ma­tion nec­es­sary to enable us to ver­i­fy the jus­ti­fi­ca­tion of the notice of defects. If the Buy­er is in pos­ses­sion of our prod­uct, he shall sur­ren­der it to us for exam­i­na­tion pur­pos­es upon request.

§ 8 Other Liability

(1) Unless oth­er­wise pro­vid­ed in these GCS includ­ing the fol­low­ing pro­vi­sions, we shall be liable for any breach of con­trac­tu­al and non-con­trac­tu­al oblig­a­tions in accor­dance with the statu­to­ry provisions.

(2) We shall be liable for dam­ages — irre­spec­tive of the legal grounds — with­in the scope of fault-based lia­bil­i­ty in the event of intent and gross neg­li­gence. In the event of sim­ple neg­li­gence, we shall be liable, sub­ject to statu­to­ry lim­i­ta­tions of lia­bil­i­ty (e.g. care in own affairs; insignif­i­cant breach of duty), only

for dam­ages result­ing from injury to life, body or health,
for dam­ages result­ing from the breach of an essen­tial con­trac­tu­al oblig­a­tion (oblig­a­tion, the ful­fill­ment of which enables the prop­er exe­cu­tion of the con­tract in the first place and on the com­pli­ance with which the con­trac­tu­al part­ner reg­u­lar­ly relies and may rely); in this case, how­ev­er, our lia­bil­i­ty shall be lim­it­ed to the com­pen­sa­tion of the fore­see­able, typ­i­cal­ly occur­ring damage.

(3) The lim­i­ta­tions of lia­bil­i­ty result­ing from para­graph 2 shall also apply to third par­ties as well as to breach­es of duty by per­sons (also in their favor) whose fault we are respon­si­ble for accord­ing to statu­to­ry pro­vi­sions. They shall not apply inso­far as a defect has been fraud­u­lent­ly con­cealed or a guar­an­tee for the qual­i­ty of the goods has been assumed and for claims of the Buy­er under the Prod­uct Lia­bil­i­ty Act.

(4) The Buy­er may only with­draw from or ter­mi­nate the con­tract due to a breach of duty that does not con­sist of a defect if we are respon­si­ble for the breach of duty. A free right of ter­mi­na­tion of the Buy­er (in par­tic­u­lar pur­suant to §§ 650 , 648 BGB) is exclud­ed. In all oth­er respects, the statu­to­ry require­ments and legal con­se­quences shall apply.

§ 9 WEEE / Disposal Obligations

(1) The imple­men­ta­tion of the local pro­vi­sions of the WEEE Direc­tive in Ger­many is tak­en over by Solar­na­tive GmbH (WEEE Reg. No. DE 90568609). For the imple­men­ta­tion of the local pro­vi­sions of the WEEE Direc­tive in oth­er coun­tries of the EU, the respec­tive man­u­fac­tur­er is respon­si­ble in terms of nation­al law.

(2) In Ger­many, Solar­na­tive GmbH acts as a man­u­fac­tur­er of pack­ag­ing in the sense of the Ver­packG. The sys­tem-par­tic­i­pat­ing pack­ag­ing is par­tic­i­pat­ing in a sys­tem. The recip­i­ent of the goods is respon­si­ble for the dis­pos­al of pack­ag­ing in Ger­many that is not sub­ject to sys­tem par­tic­i­pa­tion. In oth­er coun­tries of the EU, the respec­tive man­u­fac­tur­er is respon­si­ble for ful­fill­ing the oblig­a­tions of the extend­ed pro­duc­er respon­si­bil­i­ty for pack­ag­ing in accor­dance with the nation­al law.

§ 10 Statute of Limitations

(1) Notwith­stand­ing Sec­tion 438 (1) No. 3 of the Ger­man Civ­il Code (BGB), the gen­er­al lim­i­ta­tion peri­od for claims aris­ing from mate­r­i­al defects and defects of title shall be one year from deliv­ery. If accep­tance has been agreed, the lim­i­ta­tion peri­od shall com­mence upon acceptance.

(2) If the goods are a build­ing or an object which has been used for a build­ing in accor­dance with its cus­tom­ary use and has caused its defec­tive­ness (build­ing mate­r­i­al), the lim­i­ta­tion peri­od shall be 5 years from deliv­ery in accor­dance with the statu­to­ry reg­u­la­tion (§ 438 Para­graph 1 No. 2 BGB). Oth­er spe­cial statu­to­ry pro­vi­sions on the lim­i­ta­tion peri­od (in par­tic­u­lar § 438 Para. 1 No. 1, Para. 3, § 444, § 445b BGB) shall also remain unaffected.

(3) The above lim­i­ta­tion peri­ods of the law on sales shall also apply to con­trac­tu­al and non-con­trac­tu­al claims for dam­ages of the Buy­er based on a defect of the goods, unless the appli­ca­tion of the reg­u­lar statu­to­ry lim­i­ta­tion peri­od (§§ 195 , 199 BGB) would lead to a short­er lim­i­ta­tion peri­od in indi­vid­ual cas­es. Claims for dam­ages by the Buy­er pur­suant to § 8 para­graph 2 sen­tence 1 and sen­tence 2 (a) as well as pur­suant to the Prod­uct Lia­bil­i­ty Act shall become time-barred exclu­sive­ly in accor­dance with the statu­to­ry lim­i­ta­tion periods.

§ 11 Choice of Law and Place of Jurisdiction

(1) These GCS and the con­trac­tu­al rela­tion­ship between us and the Buy­er shall be gov­erned exclu­sive­ly by the laws of the Fed­er­al Repub­lic of Ger­many, exclud­ing inter­na­tion­al uni­form law, in par­tic­u­lar the UN Con­ven­tion on Con­tracts for the Inter­na­tion­al Sale of Goods.(2) If the Buy­er is a mer­chant with­in the mean­ing of the Ger­man Com­mer­cial Code, a legal enti­ty under pub­lic law or a spe­cial fund under pub­lic law, the exclu­sive — also inter­na­tion­al — place of juris­dic­tion for all dis­putes aris­ing direct­ly or indi­rect­ly from the con­trac­tu­al rela­tion­ship shall be our reg­is­tered office in Frank­furt a.M. The same shall apply if the Buy­er is an entre­pre­neur with­in the mean­ing of § 14 BGB. How­ev­er, we shall also be enti­tled in all cas­es to bring an action at the place of per­for­mance of the deliv­ery oblig­a­tion in accor­dance with these GCS or a pri­or indi­vid­ual agree­ment or at the gen­er­al place of juris­dic­tion of the Buy­er. Over­rid­ing statu­to­ry pro­vi­sions, in par­tic­u­lar regard­ing exclu­sive juris­dic­tion, shall remain unaffected.