Terms and Conditions

General Terms and Conditions of Sale, Delivery, Assembly and Repair of MdE-Mitteldeutsche Energie KG

# SCOPE

Consumers have a right of withdrawal in certain legally regulated cases. In this case, we will inform you about this separately.

# General Terms and Conditions of Sale and Delivery

1. Conclusion of contract

1.1. Orders placed by the customer with MdE merely represent an offer to MdE to conclude a contract. The order confirmation does not constitute acceptance of the contract by MdE.
1.2. Offers to companies are subject to change without notice.
1.3. Acceptance takes place through MdE with a separate order confirmation or with delivery of the goods.

2. Delivery

2.1. MdE delivers ex warehouse to the address specified by the customer in Germany. If the customer is an entrepreneur, the risk passes to the customer upon handover of the goods to the forwarding agent or, in the event of collection by the customer, upon notification of readiness for dispatch.

3. Prices, terms of payment and retention of title

3.1. All prices are in Euro incl. VAT and plus packaging and shipping costs.
3.2. Payments are due immediately and without deduction upon receipt of the invoice, unless a deviating agreement has been made or deviating payment terms have been stated on the invoice.
3.3. The delivered goods remain the property of MdE until full payment has been received (hereinafter: reserved goods). If the customer is an entrepreneur, the following also applies:
• The delivered goods remain the property of MdE until all claims to which MdE is entitled against the customer have been fulfilled, even if the individual goods have been paid for.
• The entrepreneurial customer is entitled to resell the reserved goods to third parties in the ordinary course of business, provided that it is ensured that payment is made to MdE and that ownership is only transferred to the third party when they have fulfilled their payment obligations.
• The entrepreneurial customer may in turn resell under retention of title, without the reserved ownership being transferred to the third party as a result.
• The entrepreneurial customer may not pledge the reserved goods or assign them as security without the consent of MdE. Processing or transformation of the reserved goods by the entrepreneurial customer takes place exclusively in the name and in the interest of MdE. In the event of attachments, seizures or other dispositions or interventions by third parties, the entrepreneurial customer must notify MdE immediately.
• The entrepreneurial customer hereby assigns to MdE in advance by way of security all claims against its customers arising from the resale of the reserved goods, including all ancillary rights, which MdE accepts. Until revocation and as long as the entrepreneurial customer is not in default, the entrepreneurial customer is entitled to collect the claims assigned to MdE itself; however, it is not entitled to dispose of them in any other way, e.g. by assignment.
• At the request of MdE, the entrepreneurial customer must disclose the assignment of the claim to the relevant customer and hand over to MdE the documents required to assert its rights against the customer, e.g. invoices, and provide the necessary information.

4. Warranty

4.1. The statutory warranty rights apply. The rights arising from any guarantee are neither excluded nor restricted by these GTC.

4.2. If the customer is an entrepreneur, MdE decides on the type of supplementary performance and § 377 HGB (German Commercial Code) also applies; in the event of replacement delivery, the costs of removing the defective item and the costs of installing the defect-free replacement item are not covered by the supplementary performance claim.

4.3. If the customer is an entrepreneur, claims for defects become statute-barred after exactly 1 year from delivery.

5. Liability

Claims for damages by the customer are excluded. This does not apply insofar as MdE is liable under mandatory statutory provisions (e.g. Product Liability Act), in the event of intent, gross negligence, due to injury to life, limb or health or due to the breach of essential contractual obligations, i.e. obligations that MdE must grant the customer according to the content and purpose of the contract or the fulfilment of which is essential for the proper execution of the contract in the first place and on the observance of which the customer regularly relies and may rely. A claim for damages due to a slightly negligent breach of essential contractual obligations is limited to the contractually typical, foreseeable damage.

# GENERAL ASSEMBLY CONDITIONS

The provisions under 3. of these GTC apply accordingly, unless a deviating agreement has been made below. The conditions do not apply if repairs are carried out within the scope of warranty claims of the contractual partner.

1. Costs

1.1. If the estimated price of the services is not stated when the contract is concluded, the customer may set cost limits.
1.2 Binding cost estimates are only prepared at the express request of the customer.
1.3. A cost estimate requested by the contractual partner is only binding if it is submitted by us in writing and designated as binding. The services required to submit the cost estimate will be charged to the contractual partner, unless the assembly / repair is not carried out or they cannot be used when carrying out the assembly / repair.
1.4. If it becomes apparent during the assembly / repair that the expected costs of the assembly / repair exceed the non-binding estimated costs and are not in an economically justifiable relationship to the current value of the item to be assembled / repaired, we will inform the contractual partner of this immediately. The same applies to defects that we only discover during the assembly/repair and that have not previously been included in the scope of the assembly / repair order.
1.5. After a termination of an assembly / repair for which we are not responsible, the item will only be returned to its original condition at the express request of the contractual partner against reimbursement of the costs incurred as a result.
1.6. When calculating the assembly / repair, the prices for used parts, materials and special services as well as the prices for the labour, travel and transport costs must be shown separately. If the assembly / repair is carried out on the basis of a binding cost estimate, a reference to the cost estimate is sufficient, whereby only deviations in the scope of services must be listed separately.

2. Termination

If the customer terminates the contract, they must pay for the work and costs incurred up to that point, including the expenses for ordered and already procured spare parts.

3. Payments

Payments are due immediately and without deduction after acceptance. MdE may demand a reasonable advance payment when the order is placed. The documents for reporting the completion and commissioning to the relevant authorities/network operators will only be sent after full payment has been received.

4. Obligations to cooperate

4.1 The customer has the obligation to ensure adequate working conditions and safety at the place of assembly or repair.

4.2. The customer is obliged to provide the necessary energy, including the necessary connections, at their own expense. They must provide all materials and supplies and carry out all other actions that are necessary for testing.

4.3. If the customer fails to meet their obligations, MdE is entitled, but not obliged, to take the actions in their place and at their expense.

4.4. The customer is responsible for and must realise at their own expense the free access, the access road, the creation of the spatial requirements for the proper assembly of the inverters and storage units, as well as the necessary work to create the necessary cable and trench trenches.

4.5. Conversion work on the building fabric such as fire doors, meter cabinets or earth spikes are not included in the scope of services. These extra costs must be paid additionally by the customer.

4.6. The professional association requires the erection of scaffolding for work on the roof and this service must be provided. The aspect of safety has top priority with scaffolding. The scaffolding must comply with the regulations and cannot be erected differently. Existing vegetation in the installation area of the scaffolding cannot be taken into account. Therefore, even with the greatest possible care, damage/impairment to plants or vegetation may occur. MdE is not liable for this. Therefore, before the delivery/assembly date, you should remove all plants (or other items) that you want to use again later and store them externally.

4.7. The statutory rights and claims of the customer remain unaffected.

5. Deadline for the execution of the assembly or repair

5.1. The information provided by MdE regarding assembly or repair deadlines is based on estimates and is non-binding.
5.2. In cases of unforeseeable operational disruptions (e.g. work stoppages, difficulties in procuring spare parts, delays in delivery or performance by suppliers) as well as in the event of official interventions, force majeure and industrial disputes, binding deadlines shall also be extended appropriately.