General terms and conditions
General terms & Conditions (01/10/2011)
1. The subjects of the contracts
The subjects of the contracts are the Solarcell Hungary Kft. (hereinafter: Contractor) its partners, customers, natural or legal persons being in a contractual relationship with it (hereinafter: Client), parties that are in a contractual relationship after the signing of the various contracts (hereinafter: Parties), are in a relevant legal relationship.
2. The scope of the contracts
All contracts concluded between the Parties that are valid at the time when these General Terms & Conditions come into effect will always and at any time be amended according to the respective content. The understanding, acceptance, acknowledgement of the General Terms & Conditions will be an inseparable part of any other contracts (e. g. Entrepreneurial Contracts, other types of contracts, etc. ) on behalf of the Client. All kinds of contracts will be based on the General Terms and Conditions.
In case of the amendment of the General Terms & Conditions on the date specified in the written notice of the amendment the concluded entrepreneurial agreement will always be amended.
3. The subject of the contracts
Contractor undertakes to deliver according to the contract signed with the Client in first class, or with impeccable quality or complete delivery on the basis of the all-time contract/contracts. Client undertakes to accept the delivery according to the terms and conditions contained in the contract, to accept the job and to pay the counter value of the job without any deductions.
4. Rights and obligations of the contractor, scope and separate conditions
We always deliver and provide our services on the basis of the contents and conditions outlined in the business contracts entered into. Penalty and its amount is always determined on the occasion of entering into a contractual relationship (e. g. business contracts and other contracts, etc. ) and is listed in the contract. All contracts can be terminated ordinarily within three days counted from the date of signing (maximum three days), after that (after the expiration of the three day period) and in case it is really justified, it can be terminated with extraordinary termination. Extraordinary termination can take place exclusively in writing.
5. Different agreements, written form, partial or complete invalidity
Deviation from the present terms and conditions - including the acceptance of the client's assignment and conditions - is only valid if we confirm it in writing, in these cases the contract shall be amended in writing respectively in all cases. Oral communications, statements are not relevant during the validity of the agreement, all mutual communication is to be done in writing. The invalidity of a clause or part of a clause shall not affect the validity of the remaining provisions.
6. Offer, Price offer
General price offers of the Solarcell Hungary Kft. are basically non-binding. The handed over samples, brochures, technical specifications, wiring diagrams are all owned by the Solarcell Hungary Kft. , and are specifically intended to provide general information to the clients. The data contained therein - if not otherwise specifically indicated - is approximate only and are not to be understood as warranted characteristics.
Our offers are not binding, we invoice the amounts to our clients that are stated in the actual agreements.
Our delivery is always done on the basis of the valid agreement - that can also be the valid price list - or can be a delivery based on a separate written offer. The price lists shall be valid until revoked. The prices in the offers - if there are no different provisions in the price offer - are valid until December 31 of the given calendar year. Solarcell Hungary Kft. shall only consider price offers binding if the customer sends a clear written order, in which he refers to the written offer and a business contract is concluded between the parties.
Prices are ex-works from the warehouse of Solarcell Hungary Kft. or from the warehouse of the supplier / manufacturer partners without shipping and packaging - these are paid by the Recipient with parity - (unless otherwise agreed in the contract confirmation). The cost of removing the wrapping and the shipping costs are charged to the customer at all times.
The prices are net prices always, in Euro, and are without VAT. The VAT will be added on the basis of the applicable rate on the date of delivery.
7. Delivery, accomplishment
We are entitled to part deliveries. In case of all our assignments we are entitled to finish the job earlier than indicated. We reserve the right at all times to fully use the maximum payload, to take full advantage of the loading facilities while transporting. In case of procured sales (e. g. in case of shipments, which do not affect our operational territory, or shipments from abroad) the delivery times are considered to be met if the goods depart from the manufacturer / supplier on time, in a way that considering normal shipping time, the shipment reaches the receiving party on time.
Unloading - even in case of free shipping - is to be handled by the buyer immediately and professionally after the arrival of the goods and buyer takes responsibility for that. If our employees (for example the driver) give a helping hand during unloading or storing, they do it at the customer's risk, and not as assistants of the Solarcell Hungary Kft. .
8. Force Majeure
Force majeure (e. g. public disorder etc.) accidental faults (e. g. strike, exclusion, etc. ) or any other circumstances beyond our control (e. g. if our suppliers deliver late or improperly, pitch of the pre-vendors - such as stopping the production as a result of bankruptcy or liquidation, traffic disruption, etc. ) or in case of any other unavoidable events that occur with us or with our pre-vendors entitle us to fully or partially suspend or delay shipping for the period of the delay.
9. The quality of the accomplishment
The Solarcell Hungary Kft. provides its services at the level stated in the legal regulations and in the business regulations, in a way that is expected from it, with the available technical-technological conditions, including the proper operation, control and maintenance of the operating technical equipment, and such is determined in a separate written agreement.
Solarcell Hungary Kft. is entitled to modify the grid connection equipment and point according to the grid conditions (e. g. static or geometric considerations) and on the basis of safety concerns without hurting the legitimate interests of electricity consumers and other interested parties.
10. Check up
The client is to be informed as regards all accomplishments that are listed in an agreement, he is to be informed on site, or before or during the work if he so desires, he shall receive information about all work procedures and operations.
11. The Client's involvement in the accomplishment
The Client can inform us through certified mail, electronically or personally in the office of contractor if the date of accomplishment determined by contractor is not suitable for him. Contractor shall confirm the receipt of such communication in writing to Client.
12. Operation of power generating equipment
The connection and the commissioning of a power generating device to a consumer network that is connected to the public grid of energy provider is only possible with the energy provider's prior written permission. A precondition of the commissioning is the existence of a written agreement signed by the parties.
13. Place of accomplishment, transfer of risk
The place of accomplishment - even if shipping to a destination - is the actual place specified in the business contract. The risk of damage is transferred to the buyer when the goods are loaded on the vehicle, or in case of own shipping, when the goods are made available for loading.
14. Delay, compensation, discount
All-time transfer amounts, and other payments are settled on the basis of our oldest claim. If late payment occurs, the details of the separate payment agreement are to be applicable, if such is not available then we charge the legal late payment penalty plus 3% additional (yearly) interest, and we pass on the other damages and costs that occur as a result of late payment. Compensation is excluded, unless the counter-claim is acknowledged in writing. Our prior written consent is needed for the approval of any type of receivables.
We are not obligated to check the suitability of the package, etc. provided by the buyer - especially cleanliness. We are not responsible for damages occurring as a result of incorrect or otherwise not sufficient packages or omissions.
For packages provided by us (pallets, rented containers, etc. ) we charge the all-time applicable deposit and usage fee, if this is not possible, then we have the right to invoice these items to the client.
16. Absence complaints, warranty
Buyers shall check the delivered goods and their packages immediately after delivery. The customer shall indicate in writing apparent shortcomings, lack of quantity or incorrect delivery immediately, but in all cases prior to further sale, processing, mixing, application or installation. The customer shall validate all hidden defects in writing immediately. After their revelation - within maximum three days after delivery. If the buyer does not fulfil this above mentioned obligation, then the goods, the quantity, the quality is considered accepted entirely.
Shipping damages are to be reported immediately - in writing - to contractor. In case of shipping on railway, or with transportation methods of short distance or long haul carriers, or by other means of transport, the client must meet the formal specifications required by the carrier. The commercially accepted fracture, disappearance will be taken into consideration when invoicing - in case such is not unfair - and it cannot serve as a basis for complaint.
In case of legitimate complaints about faulty goods within the deadline, on the basis of §306 of the Civil Code Paragraph (2) - compensation claims - will be handled at our costs either by providing repair or discount based on the choice of the client. If repair is not possible and the discount is not accepted by the client, he can choose the replacement of the product, or the termination of the contract.
In case we guarantee a given property on the basis of §305 Par. (2) of the Civil Code, the demands in §310 of the Civil Code can be validated.
The guaranteed properties are listed in the product information sheet or in the quality certificate. In the absence of these the provisions of the MSZ EN standards shall apply.
With the exception of claims for guaranteed properties all claims of the client (resulting from e. g. delays, impossibilities, negligence, positive breach of contract or other prohibited conduct) are excluded against us, against our legal representatives, leading employees or aids in accomplishment, except if these are results of the wilfulness or gross negligence of the above persons. In case of delay or infeasibility we are responsible for our negligent attitude, but only to the extent of the cover purchase or the surplus - investment.
17. Retention of title, warranties
We reserve the right of ownership over goods transported (qualified goods) until the payment of the purchase price, including other receivables from this legal business, regardless of which legal basis they arise from.
This provision applies until the date of redemption in case of drafts, checks. In case of current accounts qualified goods are proofs of our balance demand.
Buyer shall store qualified goods separately or mark them clearly. Further alienation, or use, processing and compounding or mixing can only be done in normal business traffic and can only take place after the customer has met its payment obligations.
Mortgaging and collateral transfer is not allowed. The repurchasing of qualified goods can only be considered desisting if this is clearly communicated to the client in writing.
If the qualified goods are processed, mixed, combined, or used, then client hands over the (joint) ownership rights of the newly created item with relative scoring of the item as collateral to claims (invoice value) with the condition that he preserves this item for us free of charge.
All claims resulting from the processing, mixing or use of qualified products or claims resulting from the collateral property replacing the qualified goods are transferred by client - to the extent of the residual purchase price claim - to us with all auxiliary rights to ensure our claims.
If the goods or any other accomplishments over which we have joint ownership rights are sold, the assignment will only affect the primary claim that equals to the amount of joint ownership.
If we request, client shall prove to us all his claims one by one towards a third party resulting from further alienation, and shall inform the receiving party about the assignment to us, with the request that we have the right at all times to notify the receiving party about our assignment and to recover the claim.
Client is not entitled to any other types of assignments. He has the right to recover his claim until he accomplishes his payment obligation to the third party. Client shall immediately inform us about all mortgages initiated by the third party and about all of his activities that affect our business or our rights.
We reserve the right to request sufficient and proper guarantees (e. g. chattels) in order to be able to meet our obligations towards the client.
In case the value of the guarantees provided to us on the basis of the above assignment is more than 10% higher than the claim to be guaranteed, then on the basis of the wishes of the client we free up relevant amounts of guarantee or order the freeing of relevant guarantees.
Our written approval is needed for our external colleagues to take orders, receive money and for the validity of the statements made by us.
Personal data received during the business relationship is stored at our headquarters.
Client responsibly states that he is entitled and authorized to sign all agreements with contractor in his name, his contract signing ability is not restricted, and the data and documents provided by him are true and correct. Client gives personal guarantees for the agreements ratified by him, this guarantee cannot be undone without a separate written agreement these guarantees are valid for and apply the signing party according to the contents of the Civil Code. In case of disputes arising from this agreement, the Hungarian law will be applicable.
Contracting parties agree that they will primarily try to settle their disputes arising from this agreement between them. If this does not work, parties agree about the exclusive jurisdiction of the court competent for the company address of contractor.
Following the signing of the agreement in case a regulation comes into force on the basis of the authorization set out in the Year 2001. CX. Act on electric energy or in case the amendment of any of the regulations affecting this agreement the agreement will be amended respectively. Suppliers / manufacturers represented by the Solarcell Hungary Kft. give guarantees themselves for their products according to the EU guarantee and warranty regulations and based on their own guarantee conditions. Solarcell Hungary Kft. is not responsible directly for the validation of guarantees, the guarantee conditions of the manufacturers / suppliers are applicable only.
21. Legal relationship
In case of matters not included in this agreement the respective regulations of the Civil Code will be applicable as regards the legal relationship between parties, as well as the Year 2001. CX. Act on electric energy Government Decree 180/2002 (VIII. 23. ). Verbal negotiations between the parties, any form of written communication, personal relationship do not constitute a binding offer and neither are irrevocable, the principle of exclusivity cannot be applied in this legal relationship or negotiation. Any form of communication is solely intended for the communication of business positions, therefore no reliance interest or any such claim and no other sanctions can be enforced against the Solarcell Hungary Kft. , as a legal entity, or against natural person / persons representing it. All offers, oral discussions or agreements shall be void after the ratification of the subsequent written agreements (all agreements in the various contracts - business agreements - are written down after the negotiations that represent the mutual wills of the parties in a form that result in a written legal relationship).
22. Property rights, intellectual property rights
Intellectual property rights laid out in the agreements (e. g. plan documentation, implementation plans, etc. ) can be handed over to the client only after the payment of the full fee to the contractor. Copyrights are validated always on the basis of copyright regulations. Contractor desists from copyrights exclusively by means of separate written agreement, on the basis of a special agreement, in the absence of this, the customer is not entitled to the copyright.
Solarcell Hungary Kft.
Budapest, 01. 10. 2011.
The Terms and Conditions are valid until revoked, they are the property of the Solarcell Hungary Kft. and all types of misuse or abuse will result in legal action!