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AGB

GENERAL TERMS AND CONDITIONS

Company Mithra Holding GmbH Status: August 2021

§1 Validity, form

  1. All business relationships with us Mithra Holding GmbH and our customers take place exclusively on the basis of these General Terms and Conditions.
  2. Deviating or conflicting conditions of the customer only become part of the contract to the extent that we have expressly agreed to their validity in writing. Conclusive behavior is not to be regarded as consent in this context. Unconditional contract performance acts on our part are not considered as acceptance of contract conditions deviating from our terms and conditions, even if reference was made to them in individual correspondence. If ambiguities remain in the interpretation of the contract, these must be removed in such a way that the contents are considered part of the contract, which are usually agreed in comparable cases.
  3. If it is not expressly pointed out again when concluding similar contracts in the event of ongoing business relationships, our General Terms and Conditions apply exclusively in the valid version available at the time of the conclusion of the contract and at https://www.go-green-solar.com/agb/.
  4. Legally important declarations or notifications by the customer (e.g. notification of defects, withdrawal from the contract, warranty claims) require writing (e.g. letter, e-mail) to be effective. Further legal formal requirements remain unaffected.
  5. These General Terms and Conditions do not apply to consumers within the meaning of §1 KSchG.

§2 Subject matter of the contract, conclusion of the contract, guarantees, changes in performance

  1. All offers, oral and written, are subject to change and non-binding, unless they are expressly marked as binding or are subject to a certain acceptance period.
  2. The signing of the contract of both parties or the issuance of our written order confirmation and the beginning of our contractual service provision establish a legal binding of the contract. In the case of oral contract declarations by the customer, we can request a written confirmation.
  3. Declarations of acceptance, all orders and orders require our written or telex confirmation to be legally effective. The same applies to subsequent additions, changes or ancillary agreements. In the case of immediate delivery, the written confirmation can also be replaced by an invoice.
  4. Goods reservations are considered offers and require the conclusion of a contract within one month. Otherwise, after the end of this month, the price agreements will be adjusted to the list prices current at the time of delivery.
  5. A cost estimate returned and signed to us is to be regarded as an offer for the conclusion of the contract.
  6. Illustrations, technical data and product descriptions are service descriptions and not to be qualified as guarantees. Guarantees mentioned in offers are exclusively manufacturer's warranties. Resulting claims must be asserted against the respective manufacturer.
  7. The written order confirmation, including these General Terms and Conditions, is decisive for the nature, scope and time of our services and deliveries.
  8. Subsequent changes to the terms and conditions of service require a written agreement or our express written confirmation.
  9. The sending of catalogs, brochures or price lists does not oblige us to deliver.
  10. The documents enclosed with the offers such as illustrations, drawings, brochures, dimensions and weights and other service descriptions are only to be understood as an approximate value and in particular do not represent assurances of properties. Unless an exact match for usability for the contractually assumed purpose appears necessary. Minor, as well as commercially available quantity, quality, weight or other performance deviations are to be accepted by the customer if they are insignificant and reasonable for the customer.

§3 Prices

  1. All prices are in EURO ex warehouse, unless otherwise stated in the order confirmation, plus packaging, transport, customs, freight insurance, plus the statutory value added tax applicable on the day of delivery and any applicable statutory duties in the country of delivery.
  2. For orders of PV modules under the packaging unit (1 pallet), a small quantity manipulation surcharge of 50 EUR will be charged as a flat-rate fee for the additional effort.
  3. In the absence of deviating agreements, the customer adheres to the prices contained in our offers, 8 days from their receipt. At the end of the 8-day period, the current list prices are decisive. Additional deliveries and services are to be charged separately.
  4. If unforeseeable circumstances occur in the period between the conclusion of the contract and the execution of services, which are outside our sphere of influence and cause changes in the wage costs and/or procurement costs of the materials used, the agreed prices increase or decrease exclusively in the amount that takes these circumstances into account. This applies in particular to changes by law, regulation, collective agreement, statutes, official measures or due to changes in world market prices or by price increases of our suppliers. The adjusted price is based exclusively on the calculation basis of the originally agreed price and does not serve to increase profits.
  5. If, at the customer's request, a delivery should only take place after more than 1 month after the conclusion of the contract, although the goods are already ready for dispatch at an earlier date, the prices agreed at the conclusion of the contract must be adjusted to the current list prices of go-green-solar.com at the time of delivery, minus a discount granted.
  6. For shipments of energy storage systems, a dangerous goods surcharge is added.
  7. Express or fixed deliveries require a written agreement and are to be charged separately.

§4 Payment, set-off

  1. go-green-solar.com is entitled to send the invoice to the customer in electronic form (e.g. as a PDF by e-mail). Invoice delivery in paper form is only carried out at Ökoteam Solar's own discretion or at the customer's request. The customer must immediately notify us in writing of a change in the e-mail address to which the invoices are sent. If a new e-mail address is not forwarded to us by the customer, invoices sent to the last announced e-mail address are deemed to have been received.
  2. In principle, a service is provided on our part only against advance payment immediately after conclusion of the contract. The remaining amount is due after final invoice, unless other agreements have been made. Discount deductions must be agreed separately.
  3. A delivery abroad is only made against advance payment, irrevocable letter of credit or similar equivalent means of security (e.g. bank guarantee).
  4. If no advance payment is to be made in exceptional cases, the invoice amount, in the absence of a contrary agreement, will be due immediately after service provision and receipt of the invoice by the customer and payable within 7 days.
  5. Bills of exchange and checks are not accepted as a payment.
  6. We are expressly entitled to make partial settlements, provided that the service is provided in parts.
  7. Payments are first credited to older debts and ancillary claims and finally to the current main claim.
  8. The customer is permitted to instruct third parties to fulfill the liabilities arising from the contractual relationship. This means that if the third party performs in the same way as the customer would be obliged to us, this fulfillment must be qualified as a contractual service of the customer.
  9. The payment is only to be considered to have been made on time if the amount has been received by us on the due date or has been credited to our account.
  10. If the customer is in default of payment, we are entitled to charge default interest of 9.2 percentage points above the current base interest rate annually. The right to assert any further resulting damage remains unaffected.
  11. If the customer is in default of payment for more than 30 calendar days or if we become aware of circumstances about the customer's lack of solvency or his poor economic situation after the conclusion of the contract, which, according to due business discretion, suggest that the purchase price claim is at risk, we are entitled to the rights in accordance with §1052 sentence 2 ABGB. Accordingly, we are authorized to invoice and make the continuation of further outstanding deliveries and services to make the continuation of any remaining deliveries and services subject to the advance payment or provision of corresponding securities. In addition, we can assert all rights from retention of title in accordance with §8.
  12. In the event of a massive deterioration in the economic situation of the customer or in the event of incorrect facts regarding the creditworthiness of the customer or in the event of the opening of insolvency proceedings or comparable proceedings under a different legal system or in the event of an application for the opening of such proceedings, we are entitled to withdraw from all contracts concluded with the customer with immediate effect.
  13. A set-off against our claims with counterclaims, of whatever kind, is excluded.
  14. In the event of an assignment of claims from the contract to third parties, the customer must inform us of its scope and all information in this regard. The agreement of a prohibition of assignment under negotiation of the exact framework conditions is permissible.
  15. Justified complaints do not allow the retention of the entire, but only a reasonable part of the invoice amount.
  16. The occurrence of a delay in delivery is determined by the statutory provisions. In any case, a written reminder must be issued by the customer. In the event of a delay in delivery, our liability is limited to 5% of the net delivery value affected by the delayed delivery.

§5 Dunning and collection fees

  1. In the event of default, the customer undertakes to reimburse the dunning and collection fees incurred by us. This concerns a maximum of the remuneration of the engaged debt collection institute, which results from the regulation of the BMWA on the maximum rates of the debt collection agencies. If we operate the dunning system ourselves, we allow ourselves to claim an amount of 10 EUR for each reminder made.

§6 Terms of performance (time of performance, place of performance, partial performance, delay)

  1. Information on delivery and service dates is to be understood as non-binding, as long as they are not designated in writing and expressly as binding.
  2. In any case, the customer must accept minor delivery period exceedances without being entitled to a claim for damages or a right of withdrawal.
  3. We begin the execution of the service as soon as all contractual details have been clarified and the customer has fulfilled his obligations (including the advance payment). Necessary approvals of third parties, in particular the authorities or the energy supply companies, must be provided by the customer. Mandatory reports to authorities must be arranged at the customer's expense.
  4. Insofar as the non-fulfilment of the obligation falls within the scope of the customer or is attributable to him, regardless of whether a fault can be attributed to him, we are free from the service and entitled to claim damages in the context of the advance payments made. For lost profit is to be replaced regardless of the degree of fault.
  5. If the order is urgently carried out by its nature or if its immediate execution is desired by the customer, any additional costs incurred, such as overtime surcharges, costs of rapid material procurement and the like will be charged additionally.
  6. In the event of default of payment by the customer from the contract, the delivery and service periods will be extended accordingly. The same applies to delays in services or Deliveries due to circumstances for which we are not responsible. A reasonable start-up time after the end of the obstacle must be taken into account.
  7. The delivery and service periods are subject to timely and proper delivery by suppliers and manufacturers. If a binding delivery date cannot be met for reasons that cannot be attributed to our sphere, we will inform the customer immediately and announce a new expected date. If the newly agreed delivery date cannot be met, even though we have fulfilled all the requirements for a proper order and have fulfilled our delivery obligations, the customer will be informed immediately of the impossibility of providing the service. If we are not at fault for the unavailability of the goods, we are entitled to withdraw partially or completely from the contract in the course of this. Before that, we must notify our customer of the non-delivery - and, as far as permissible - offer the customer the possibility of assigning our claims against the supplier.
  8. If the customer is in default of acceptance, if he fails to act with cooperation or if our delivery is delayed, for reasons for which the customer is responsible, we are entitled to store the goods with us, to charge a storage fee and compensation for the resulting damage. The storage fee begins on the day of the delivery period or the readiness for dispatch of the goods and amounts to 10 EUR per calendar day. As a flat-rate compensation, an amount of 50 EUR will be charged for processing costs. The lump sums are to be counted against more far-reaching proven claims. The customer is allowed to provide proof that this has caused us no or only less damage than the assessment of the lump sum.
  9. If there is an agreed change or addition to the services subsequently, the delivery and service period is extended by a reasonable period of time.
  10. Reminders and deadlines by the customer must be made in writing to be effective. A grace period must be appropriate. A period of less than two weeks is only appropriate in case of extreme urgency.
  11. If a postponement of delivery and service dates is agreed upon customer request, the remuneration must nevertheless be paid at the time of payment originally due. Such a shift is tied to the script. The regulations according to (8) are applied accordingly.
  12. Compliance with agreed delivery dates is assumed if the goods were handed over to the transport person on this delivery date or if we were ready for shipment and this was also communicated to the customer.
  13. Partial deliveries and partial services can be provided by us, provided that the partial fulfillment of interest to the customer, a delivery of the remaining ordered goods is secured and the customer does not incur any considerable additional effort.
  14. If a partial delivery is to be made at the request of the customer, we are entitled to charge any additional costs (such as transport costs).
  15. The place of performance for all obligations arising from the contractual relationship is the registered office of the company (3943 Schrems, Industriestraße 10), unless another place of performance is specified.

§7 Shipping, risk transfer, insurance

  1. The customer bears the costs for the professional and commercial packaging of the service.
  2. As soon as the delivery leaves our factory or warehouse, the risk of accidental loss and accidental deterioration of the goods passes to the freight forwarder, carrier or other third parties intended to carry out the shipment to the customer. This also applies to partial deliveries, deliveries for supplementary performance and all other services.
  3. If the customer causes a delay in the shipment or the handover of the goods, the risk passes to the customer from the day on which the delivery items are ready for dispatch and go-green-solar.com has notified the customer of this.
  4. In cases where the customer does not take care of the transport himself, we make the selection of the shipping method, the carrier and the transport route if no written instructions from the customer are given. We are only liable for this selection in the event of intent and gross negligence.
  5. At the request and expense of the customer, the goods can also be shipped to another destination. The risk is based here on §7 (2).
  6. Unless otherwise agreed, freight insurance will be taken out for the customer and on his account.

§8 Retention of title

  1. We reserve ownership of all delivered and already assembled goods until receipt of all costs and expenses resulting from the contractual relationship with the customer.
  2. A resale is only permitted if it was announced to us in good time before the sale, circling the name or company and the exact address of the buyer and we agree to it. In the event of approval, the purchase price claim is deemed to have been assigned to us and we are entitled to inform the third-party debtor of this assignment at any time. If there is a majority of claims on our part, payments by the guilty customer are primarily attributed to those of our claims that are not (anymore) secured by a retention of title or other means of security.
  3. In the event of default by the customer, we are entitled to assert our rights under the retention of title. It is agreed that the assertion of the retention of title does not constitute a withdrawal from the contract, unless we expressly declare the withdrawal.
  4. Before full payment of the secured claim, the goods subject to retention of title may neither be pledged to third parties nor handed over for security. In the event of access by unauthorized third parties to our goods or in the event of an application for the opening of insolvency proceedings, the customer must inform us immediately.
  5. If the customer acts in breach of contract, for example through non-payment of the due purchase price or if we become aware of circumstances in accordance with §4 (11), we are entitled according to the legal regulations to withdraw from the contract and to assert our rights from the retention of title. A request for surrender does not automatically imply a withdrawal from the contract, this is only given if we expressly declare it. The assertion of these rights in the event of the customer's due and unpaid purchase price debt takes place only after unsuccessful use of a reasonable grace period for the payment of the purchase price.
  6. As long as the customer is not in default of payment or an application for the opening of insolvency proceedings has been submitted, the goods placed in reserve by us may be further processed or sold in the ordinary course of business. In this regard, the following provisions apply:
    a) The retention of title extends to products resulting from the mixing, mixing, re-embossing or processing of our goods. In the event of mixing, mixing, re-formation or processing with third-party goods whose right of ownership remains in place, we acquire co-ownership in the proportion of the final invoice amounts (including VAT) of the mentioned goods. If the customer's goods justify the main thing, he must transfer a proportional co-ownership to us, provided that the main thing is his property. The customer undertakes to retain our (co-) property free of charge. For the resulting product, the regulations on the retention of title with regard to delivered goods must be applied mutatis mutandis.
    b) In the event of a resale, even after further processing, the customer shall immediately assign all claims to us arising from the business relationship against third parties, limited to the amount of the final invoice amount (plus VAT) of our services. With regard to the assigned claims, the obligations of the customer from (2) apply.
    c) As long as there is no delay in payment, the customer properly meets his payment obligations, there are no concerns about the performance of the customer and we do not exercise any rights from the retention of title from (3), we undertake not to collect the claim. The customer is entitled to collect the claims next to us. If one of the aforementioned conditions is met, we can demand that the customer informs us of the assigned claims and their debtors, transmits all necessary information and related documents and informs the debtors (third parties) of the assignment.
  7. If an advance payment has been agreed with the customer and this has been paid in full, the provisions of §6 (1)-(4) are not applicable. If the advance payment or Deposit, the ownership is already transferred at the time of handover to the customer to the extent of the advance payment made.

§9 General obligations of the customer, notification of defects

  1. The customer is obliged to comply with his inspection and complaint obligations in accordance with §377 UGB in order to be able to assert claims for defects. Accordingly, our service is immediately after delivery or Provision in accordance with the company regulations to be examined for defects by expert personnel. Open and obvious defects must be reported in writing within seven working days of delivery, stating exactly the nature and extent of the error. For defects not recognizable during the examination, a period of seven working days from discovery is also granted. The information of the errors must also be made in writing.
  2. If a notification of defect is not filed or not filed in time, the goods are considered approved. The assertion of warranty or damages claims, as well as the right to challenge errors due to defects, are excluded in these cases.
  3. The transferee of the goods must always prove that the defect was already present at the time of handover.
  4. For a proper and timely processing of the service owed by us, we depend on a comprehensive assistance of the customer. The customer undertakes to provide detailed and timely information in order to be able to ensure the execution of services in accordance with the contract.

§10 Material defects, warranty

  1. The nature of our service results exclusively from our information and the manufacturer's product description. Advertised properties from advertising or publicly made statements by the manufacturer or third parties are not to be regarded as characteristics. The customer does not receive guarantees in the legal sense from us. Insofar as no further has been agreed, our services have the quality that is suitable for normal use according to the state of the art. An insignificant deviation from the quality is not taken into account.
  2. The warranty is excluded if
    a) the customer does not properly store, install, use or put our products into operation.
    b) there is natural wear and tear.
    c) improper maintenance has been carried out.
    d) unsuitable equipment has been used.
    e) damage to our product due to repairs or other work of third parties that we have not expressly approved.
    f) it concerns the delivery of used items.
    The burden of proof of the absence of the aforementioned grounds for exclusion is borne by the customer. Furthermore, it is assumed that the customer has complied with his complaint and inspection obligations according to §9 (1) in a timely and proper manner and has complained in writing of hidden and not obvious defects immediately after its discovery.
  3. Apart from those cases in which by law, the right to conversion is entitled, we reserve the right to comply with the warranty claim at our discretion by improvement, exchange or price reduction.
  4. In the event of a material defect, we can first choose whether we provide the supplementary performance by eliminating the defect or by delivering goods and services that do not show the defect. The performance of the supplementary performance is subject to the payment of the due purchase price by the customer. However, the customer is free to withhold a reasonable part of the purchase price in proportion to the defect. The customer must accept at least two attempts at improvement until the possibility of a price reduction or the withdrawal from the contract is open to him. The delivery of an equivalent product version, which is free of defects, is to be accepted by the customer as a valid attempt at improvement if reasonable.
  5. In the case of a replacement delivery, the customer must return the defective goods to us within the framework of the statutory provisions. A return in the process of subsequent performance is only permitted with prior written consent.
  6. Recourse claims according to §933b ABGB are excluded. Statutory warranty rights remain unaffected.

§11 Return conditions

  1. The cancellation or return of already purchased goods is only a courtesy of go-green-solar.com and is only permitted with our prior consent. In this case, we allow ourselves to charge a restocking fee or cancellation fee of 20% of the value of the goods or at least EUR 100.00. The goods must be in their original packaging and in perfect condition. The customer has to organize the return shipment. If an individualization of the products is carried out on behalf of the customer, a return or cancellation is excluded.

§12 Legal defects

  1. Claims for damages are governed within the scope of the statutory provisions in accordance with §13.
  2. Insofar as the customer is responsible for infringements of property rights, claims are excluded. Claims are also excluded if the customer causes a violation of property rights through specifications or we cause it through unforeseeable application or the delivery is changed by the customer or is used in connection with products not supplied by us.

§13 Liability

  1. The customer can claim damages in the presence of a causally unlawful damage caused by go-green-solar.com, whereby liability for slight negligence is excluded.
  2. We are fully liable for damages caused by injury to life, body or damage to health. In the case of intent, gross negligence, in the case of fraudulent concealment of a defect, in the case of assumption of warranty for the quality of the goods and in all cases provided for by law in full.
  3. Liability for slight negligence, except in cases of a milder liability standard according to legal regulations, is only given if
    a) Damage resulting from injury to life, body or health or
    b) Damages resulting from a not inconsiderable breach of a main contractual obligation (obligation, the fulfillment of which only enables the proper implementation of the contract, on whose compliance the contractual partner was allowed to rely). In this regard, liability is limited to foreseeable and typical cases of damage.
  4. The limitations of liability according to §13 (3) are not to be applied to a fraudulent concealment of a defect, in the case of the assumption of a guarantee for the quality of the goods and in the case of application of the Product Liability Act.
  5. The above-mentioned exclusions of liability or Limitations of liability also apply to breaches of duty by our organs, legal representatives, employees and other vicarious agents of go-green-solar.com.
  6. A withdrawal from the contract or a cancellation of the contract by the customer due to a breach of duty is only permitted if we are responsible for this breach of duty, which does not exist in a defect.
  7. The objection of contributory negligence remains open to us.

§14 Limitation period

  1. The limitation period is
    a) for claims arising from repayment of the purchase price, withdrawal from the contract or reduction of the purchase price one year from delivery of the goods;
    b) for claims due to a material defect one year;
    c) for claims arising from a legal defect one year;
    d) for claims in rem of a third party against the goods that justify a request for surrender, the statutory limitation periods apply;
    e) for claims for damages, one year from the date on which the circumstance giving rise to the claim became known or should have been recognized.
  2. In the case of claims for damages from
    a) Intention,
    b) gross negligence,
    c) Product warranty,
    d) fraudulent behavior,
    e) injuries to life, body and health and
    f) product liability
    the statutory limitation periods are to be applied.

§15 Product liability

  1. Any recourse claims that contractual partners or third parties from the title "Product Liability" iSd PHG direct against us are excluded, unless the person entitled to recourse proves that the error was caused in our sphere and was at least grossly negligent.

§16 Funding

  1. The implementation of the planning and submission of funding will be charged to the customer. In addition, in the case of a funding commitment, the resulting expenses are to be borne by the contractual partner. Furthermore, the customer undertakes to purchase the goods in our company. When submitting the purchase confirmation, the amount already made will be credited as part of our customer service. In the event of a promotion cancellation, the customer will not incur any costs.

§17 Restrictions on use, exemption

  1. Our services are not intended for the use of life-supporting or preserving systems, equipment, nuclear facilities, military purposes, aerospace or for other purposes, the failure of which may cause significant damage to life and limb or resulting catastrophic consequential damage.
  2. In case of violation of (1), the customer acts exclusively at his own risk and any damage is to be borne by him. When using our goods in the previous context, the customer indemnify and indemnify us from any liability and in full.

§18 Copyright, confidentiality, data protection

  1. Images, films, sketches, protocols, plans and similar works provided by us or created through our contribution remain our intellectual property. Any use outside the intended own use, for example by distribution, duplication, publication or provision, is prohibited without our express consent. The customer stores these items in such a way that misuse by third parties is excluded.
  2. All the above documents can be reclaimed by us at any time and must in any case be returned to us immediately without being asked if the contract is not concluded.
  3. The customer has a duty of confidentiality vis-à-vis third parties with regard to knowledge received from the business relationship.
  4. The customer makes the information subject to the obligation of confidentiality according to (3) only available to authorized employees and other third parties who need this knowledge to carry out their work activity. The customer informs these persons in detail about the confidentiality obligations.
  5. We use the personal data of the customers required for business processing in accordance with data protection regulations.
  6. The customer agrees that we may obtain information from the customer regarding usual information (e.g. credit check) in order to protect our interests.

§19 Social clause

  1. If we are obliged to fulfill a claim for compensation under this contract, the amount of this service depends on our economic circumstances, on the nature, scope and duration of the business relationship and on any contributory negligence on the part of the customer. An appropriate consideration of these circumstances must be made in our favor. The replacement services, expenses and costs that we have to bear must be proportionate to the value of the delivery.

§20 Severability clause

  1. Should individual clauses of these General Terms and Conditions or a provision within the framework of other agreements be invalid or incomplete, the validity of the remaining provisions or agreements shall remain unaffected. The contracting parties undertake to make a substitute regulation that comes closest to the economic and legal sense and purpose of the ineffective provision.

§21 Choice of law

  1. The law of the Federal Republic of Austria applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§22 Place of jurisdiction

  1. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between the contracting parties is the competent court at the registered office of our company. A different jurisdiction agreement must be proven in writing. We are also entitled to bring an action at the general place of jurisdiction of the contractual partner, as well as at any other competent court.