I. Introduction

 

1. Definition of Terms

Consumers are natural persons with whom Luxora Energie GmbH enters into business relationships without any commercial or independent professional activity being attributable to them. Entrepreneurs are natural or legal persons or partnerships with legal capacity with whom Luxora Energie GmbH enters into business relationships and who act in the exercise of a commercial or independent professional activity.
 

2. Scope of Application

These General Terms and Conditions apply to all business relationships between Luxora Energie GmbH and its customers. These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that Luxora Energie GmbH has expressly agreed to their validity in writing. In particular, the unconditional execution of a contract by Luxora Energie GmbH does not constitute consent to the inclusion of the customer's GTC. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or the written confirmation of Luxora Energie GmbH is decisive for the content of such agreements. These GTC also apply to entrepreneurs for all future deliveries, services or offers, without the need for a new reference to this by Luxora Energie GmbH. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

 

3 Validity for certain types of contract

Section I. and Section V. of these GTC apply to all types of contracts concluded with Luxora Energie GmbH. For sales contracts, the special provisions in Section II. of these GTC apply in addition. For contracts for work and services, the special provisions in Section III. of these GTC shall apply in addition. In the case of the provision of planning services by Luxora Energie GmbH, the special provisions in Section IV. of these GTC shall apply in addition. If Luxora Energie GmbH provides services that do not concern only one of the aforementioned types of contracts (mixed contracts), e.g. delivery and installation, or delivery and planning, the provisions of these GTC apply as a whole, whereby the provisions from the sections concerning the respective type of contract shall apply with priority to the individual partial services.

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4 Conclusion of contract, declarations

The offers of Luxora Energie GmbH are non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Luxora Energie GmbH may accept orders or commissions within fourteen days of receipt. Information provided by Luxora Energie GmbH on the subject of the delivery or service, as well as representations of the same, are only approximate, unless the usability for the contractually intended purpose requires an exact match. These are not guaranteed characteristics. Customary deviations and deviations which are due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted, provided that they do not impair the usability for the contractually intended purpose. Luxora Energie GmbH reserves the right of ownership and/or copyright to all offers and cost estimates submitted as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the customer. The customer may not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them without the express consent of Luxora Energie GmbH. At the request of Luxora Energie GmbH, the customer must return these items in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Legally relevant declarations and notifications to be made by the customer to Luxora Energie GmbH after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

 

5 Payment, default of payment, offsetting and retention

The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. Luxora Energie GmbH delivers against prepayment, cash on delivery or invoice. Payments are due in full upon receipt of the service by the customer and must be transferred by the customer without deduction to the account specified in the invoice. In the case of delivery against invoice, all invoice amounts are, unless expressly agreed otherwise, to be paid no later than 14 days after receipt of the invoice by the customer; in deviation from this, Luxora Energie GmbH may agree individual payment terms with each customer which extend beyond the 14 days. If the customer does not pay, he is in default 7 days after the due date without the need for a further declaration by Luxora Energie GmbH. In the event of the existence of defects, the customer is not entitled to a right of retention, unless this is in reasonable proportion to the defects and the expected costs of subsequent performance. Luxora Energie GmbH is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if Luxora Energie GmbH becomes aware of circumstances after conclusion of the contract which are likely to significantly reduce the creditworthiness of the customer and which jeopardize the payment of outstanding claims of Luxora Energie GmbH by the customer from the existing contractual relationships. The customer is only entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed.

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6. Retention of Title, Security

All delivered goods and items (hereinafter referred to as "goods") remain the property of Luxora Energie GmbH until the customer has fulfilled all claims arising from the business relationship. The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The customer must notify Luxora Energie GmbH immediately in writing if and to the extent that third parties gain access to goods belonging to Luxora Energie GmbH. Without the express written consent of Luxora Energie GmbH, the customer is not entitled to transform and/or process the reserved goods within the scope of ordinary business operations. In the event of the processing and/or transformation of the reserved goods, this shall be done in the name and for Luxora Energie GmbH, but without Luxora Energie GmbH incurring any obligations as a result. In the event of extinction of ownership due to legal transfer of ownership, in particular through combination, processing, or mixing, the customer undertakes to transfer a (co-)ownership share to Luxora Energie GmbH in the amount of the invoice value upon conclusion of the contract. In the event of breach of contract by the customer, in particular non-payment of outstanding claims, Luxora Energie GmbH is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, Luxora Energie GmbH is entitled to merely demand the return of the goods and reserve the right to withdraw, unless the customer is a consumer and the provisions on financial assistance (§§ 499 to 504 BGB) apply. If the customer fails to pay despite the underlying claim being due, Luxora Energie GmbH may only assert these rights if the customer has previously been unsuccessfully granted a reasonable deadline for payment or if such a deadline is dispensable under the statutory provisions. Upon conclusion of the contract, the contractor assigns in full to Luxora Energie GmbH, as security, all claims against its customers arising from the sale or any other legal grounds, including all ancillary rights. The contractor is authorized to collect the claims assigned to Luxora Energie GmbH within the scope of proper business operations for its own account and in its own name. This authorization may be revoked by Luxora Energie GmbH in the event that the contractor is in default of payment. If Luxora Energie GmbH revokes this authorization, the contractor must, upon request, provide Luxora Energie GmbH with all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.

 

7. Delivery and Service Deadlines and Delays in Delivery and Service

The delivery deadline will be agreed upon individually or specified by Luxora Energie GmbH upon acceptance of the offer. Luxora Energie GmbH is entitled to provide partial services or partial deliveries, unless these are of no interest to the customer. If Luxora Energie GmbH cannot meet binding delivery deadlines for reasons beyond its control (unavailability of the service), Luxora Energie GmbH will inform the customer immediately and simultaneously provide the expected new delivery deadline. If the service is not available within the new delivery deadline, Luxora Energie GmbH is entitled to withdraw from the contract in whole or in part, and Luxora Energie GmbH will promptly reimburse any consideration already provided by the customer. A case of unavailability of the service in this sense shall, in particular, include the late delivery of the service by Luxora Energie GmbH's suppliers. Luxora Energie GmbH's statutory rights of withdrawal and termination, as well as the statutory provisions governing the execution of the contract in the event of an exclusion of the obligation to perform (e.g., impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

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8. Liability

Luxora Energie GmbH is liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In cases of simple negligence, Luxora Energie GmbH is only liable for damages resulting from injury to life, body, or health and from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely). In the latter case, however, Luxora Energie GmbH's liability is limited to compensation for foreseeable, typically occurring damages. These limitations of liability do not apply if Luxora Energie GmbH has fraudulently concealed a defect or provided a guarantee for the quality of the goods. The same applies to customer claims under the Product Liability Act.

 

9. Warranty

Luxora Energie GmbH's liability for defects is primarily based on the agreement regarding the quality of the goods. All product descriptions that are the subject of the individual contract are deemed to be an agreement regarding the quality of the goods; it makes no difference whether the product description originates from the customer, the manufacturer, or Luxora Energie GmbH. The warranty does not extend to damage resulting from normal wear and tear, defective installation and assembly work, or faulty commissioning, unless Luxora Energie GmbH is responsible for this, as well as from incorrect or negligent handling or maintenance, improper use, or failure to comply with the installation or operating instructions and the relevant standards. Warranty claims also expire if modifications or repairs are carried out by the customer or a third party without the approval of Luxora Energie GmbH.

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10. Delay in Acceptance

If the customer defaults on acceptance/acceptance or any other obligation to cooperate, Luxora Energie GmbH may set a reasonable deadline for the customer to fulfill these contractual obligations. If this deadline expires without result, Luxora Energie GmbH is entitled, in accordance with statutory provisions, to withdraw from the contract and demand compensation for damages instead of performance or reimbursement of wasted expenses. The right to demand fulfillment of the contract and compensation for damages due to delayed performance remains unaffected. In any case, the customer is obligated to reimburse Luxora Energie GmbH for the costs incurred by it due to the storage of goods not accepted.

 

II. Terms and Conditions for Purchase Contracts

1. Transfer of Risk

The risk of accidental loss and accidental deterioration of the goods passes to the entrepreneur when the goods have been dispatched or picked up. This also applies if freight-free delivery has been agreed. For consumers, the risk of accidental loss and accidental deterioration of the goods only passes to the consumer upon handover of the goods, at the latest upon delivery to the consumer at the agreed delivery location. If collection of the goods by the customer has been agreed, the risk of accidental loss and accidental deterioration passes to the consumer upon the goods being made available for collection and notification of this to the consumer.

2. Warranty Regulations for Consumers

Consumers must immediately inspect the goods received for defects and notify Luxora Energie GmbH in writing of any defects discovered within 14 days of delivery. Sending the notification of defects is sufficient to meet this deadline. In the event of a defect, the consumer may initially request a replacement delivery or repair, at their discretion, unless the chosen type of subsequent performance (replacement delivery or repair) is disproportionate or impossible for Luxora Energie GmbH within the meaning of the statutory provisions. Only after subsequent performance fails or if the seller refuses subsequent performance may the consumer withdraw from the contract (rescission) or appropriately reduce the purchase price (reduction). However, there is no right of withdrawal in the case of a minor defect.

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3. Warranty Regulations for Business Owners

A business owner must inspect the goods for defects immediately after delivery and notify Luxora Energie GmbH of any defects in writing and in detail. Hidden defects must be reported to Luxora Energie GmbH in writing immediately after they are discovered. Complaints must be reported in good time before any processing or treatment so that Luxora Energie GmbH is still able to remedy the situation. If the business owner fails to comply with the complaint deadlines, they will lose any warranty rights to which they are entitled. Claims for defects by businesses expire one year from the date of delivery; this does not apply in cases where longer periods are mandatory by law. If the delivered goods are defective, Luxora Energie GmbH may initially choose whether subsequent performance will be carried out by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Luxora Energie GmbH's right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected. If subsequent performance fails, or if a reasonable deadline set by the customer for subsequent performance has expired without success or is dispensable under statutory provisions, the business may withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, there is no right of withdrawal.

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4. Product and Performance Guarantees from Manufacturers

Various manufacturers, particularly of solar modules and inverters, grant Luxora Energie GmbH certain product and performance guarantees for their products that go beyond the statutory warranty (hereinafter referred to as manufacturer guarantees). To the extent this applies to products delivered by Luxora Energie GmbH to the customer, Luxora Energie GmbH will inform the customer about the manufacturer and the content of these manufacturer guarantees. To facilitate the customer's enforcement of claims under these manufacturer guarantees, Luxora Energie GmbH hereby authorizes the customer to assert existing claims under the manufacturer guarantees directly against these manufacturers on behalf of Luxora Energie GmbH.

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III. Contractual Terms and Conditions for Work Contracts

1. Notes

Luxora Energie GmbH is solely obligated to install the components provided by the customer for assembly in a ready-to-use state and to establish a functioning system connection. The customer bears sole responsibility for ensuring that the components provided by them comply with the relevant legal regulations. If Luxora Energie GmbH supplies the components to be installed, Luxora Energie GmbH is solely responsible for ensuring that the components used comply with the relevant legal regulations. Luxora Energie GmbH must also ensure that the components supplied and installed by Luxora Energie GmbH ensure a functioning system connection. Luxora Energie GmbH is entitled to engage third parties to perform the contract. The feed-in of electrical energy into the local grid operator's grid requires the conclusion of a corresponding contract between the local grid operator and the customer, the preparation and conclusion of which is the sole responsibility of the customer.

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2. Installation Requirements

The customer is obligated to obtain the necessary public permits and/or submit required notifications to the authorities prior to the start of installation. Furthermore, the customer must fulfill all other requirements for the performance of the service by Luxora Energie GmbH, such as the inspection of buildings for their structural and/or structural suitability. Luxora Energie GmbH is entitled to request proof of these requirements from the customer. The customer must ensure, at its own expense, that Luxora Energie GmbH can perform the agreed work on site, in particular by creating the necessary structural conditions and ensuring that Luxora Energie GmbH and its vicarious agents have unrestricted access to the installation site after consultation and approval by the client.

 

3. Acceptance

The customer is only entitled to refuse acceptance if the work performed by Luxora Energie GmbH contains significant defects. Acceptance of a work must take place immediately after notification of completion. Acceptance is deemed to have occurred if the customer fails to accept the service or has not taken the service or part of the service into use within 12 working days of notification of completion.

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4. Warranty Provisions

The customer is obligated to notify Luxora Energie GmbH of any defects immediately. Luxora Energie GmbH may initially choose whether subsequent performance shall be achieved by remedying the defect (repair) or by reproducing the work. Loinribs' right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected. If subsequent performance fails, or a reasonable deadline set by the customer for subsequent performance has expired without success or is dispensable under statutory provisions, the customer may withdraw from the contract for work or reduce the remuneration. However, in the case of an insignificant defect, there is no right of withdrawal.

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IV. Planning Services

1. Customer's Obligation to Cooperate

The customer is obligated, even without a separate request, to provide Luxora Energie GmbH with all documents required for proper planning, such as construction plans, sketches, dimensions, etc., correctly, in a timely, and complete manner. Furthermore, the customer must promptly inform Luxora Energie GmbH of all events and circumstances that could be relevant to the execution of the contract. This also applies to documents, events, and circumstances that only become known during the performance of Luxora Energie GmbH's work. Luxora Energie GmbH is not obligated to verify the accuracy and/or completeness of the documents and information. To the extent that deadlines must be observed, Luxora Energie GmbH is only responsible for ensuring compliance if and to the extent that the customer has provided the necessary documents and information.

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2. Calculations

If Luxora Energie GmbH prepares profitability, electricity yield, or other income and/or financing calculations for the customer as part of the planning process, these are, unless expressly stated otherwise, merely non-binding example calculations. The calculation bases used by Luxora Energie GmbH, such as energy prices, sunshine duration, and the like, are merely exemplary. Consequently, no contractual obligations and/or other performance assurances can be derived from this by Luxora Energie GmbH.

 

V. Final Provisions

1. Data Protection Provisions

The processing of personal data is generally carried out in accordance with data protection regulations and laws. Luxora Energie GmbH considers the customer's legitimate interests in data processing and transmission in accordance with the statutory provisions. The data necessary for business transactions is stored by Luxora Energie GmbH and processed exclusively for order processing and its own advertising purposes. The customer agrees that personal data arising from a contractual relationship may be stored on data storage media by Luxora Energie GmbH for the purpose of commercial use. The transfer of stored data by Luxora Energie GmbH to third parties beyond the stated purposes is excluded.

 

2. Choice of Law, Place of Jurisdiction, Miscellaneous

These Terms and Conditions and all legal relationships between Luxora Energie GmbH and the customer are governed by the law of the Federal Republic of Germany, excluding all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. However, the conditions and effects of the retention of title pursuant to Section I.) Clause 6.) of these Terms and Conditions are subject to the law of the respective storage location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective.

If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Berlin and, to the extent that a local court has subject-matter jurisdiction, the Berlin-Mitte Local Court. This place of jurisdiction also applies if the customer does not have a general place of jurisdiction within Germany, relocates their place of residence or habitual abode outside Germany after conclusion of the contract, or their place of residence or habitual abode is unknown at the time the action is filed. However, Luxora Energie GmbH is also entitled to file a lawsuit at the customer's general place of jurisdiction.

Should individual provisions of the above General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.