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General Delivery and Payment Terms

payment terms of BayWa r.e. Solar Energy Systems GmbH (herein after called BayWa r.e.)

Last updated: March 2021
 

CONTENTS:
I. SCOPE OF THE TERMS AND CONDITIONS
II. OFFER AND CONCLUSION OF THE CONTRACT/ORDER CONFIRMATION
III. OFFER DOCUMENTATION
IV. PRICES
V. PAYMENT OF THE PURCHASE PRICE/DUE DATE/DEFAULT
VI. DELIVERIES NOT SUBJECT TO VAT
VII. OFFSET/RIGHT OF RETENTION/EXCLUSION OF ASSIGNMENT
VIII. DELIVERY DEADLINES
IX. TRANSFER OF RISK/ASSIGNMENT OF INSURANCE CLAIMS
X. QUALITY/DIMENSIONS/QUALITY CRITERIA/TRANSPORT ROUTES 
XI. MOUNTING INSTRUCTIONS
XII. NOTICE OF DEFECTS/SUBSEQUENT PERFORMANCE
XIII. GENERAL LIMITATION OF LIABILITY/LIMITATION PERIOD
XIV. GUARANTEE OF RETENTION OF TITLE
XV. PLACE OF FULFILMENT
XVI. PLACE OF JURISDICTION
XVII. SEVERABILITY CLAUSE 
XVIII. GERMAN LAW 
 


I. SCOPE OF THE TERMS AND CONDITIONS

1) These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) apply only in relation to companies as defined in Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), legal entities under public law and public law special funds (hereinafter referred to as the “Business Partner”, or “BP”). They apply to all legal business transactions and business deals concerning or being caused by the sale and delivery of BayWa r.e. products, including all associated subsidiary and auxiliary business transactions.

2) The business transactions, including the auxiliary, subsidiary and implementation business transactions (deliveries and services) associated with them and the preceding offers made by BayWa r.e. are exclusively subject to these Terms and Conditions. These Terms and Conditions also apply to legal debt relationships caused directly or indirectly by business transactions between BayWa r.e. and the BP and to future business relationships between the same, should BayWa r.e. refer to such relationships. 

3) These Terms and Conditions shall apply exclusively, subject to any individual agreements between the Parties that take priority over these Terms and Conditions. This shall also apply to oral business transactions, providing BayWa r.e. points out that said transactions are subject to these Terms and Conditions.

4) Any terms and conditions issued by the GP shall not apply. BayWa r.e. hereby rejects any general terms and conditions or terms and conditions of purchase issued by the BP should the BP refer to such terms and conditions upon entering into the business relationship or during the processing of the same; this includes any reference made in orders, order letters, acceptance declarations and the like. BayWa r.e.’s rejection of the BP’s terms and conditions shall also apply in cases where BayWa r.e.’s own Terms and Conditions do not include any provisions to this end. This rejection applies equally to future business transactions, even in individual cases where BayWa r.e does not explicitly reject the validity of any general terms and conditions referred to by the BP.

II. OFFER AND CONCLUSION OF THE CONTRACT/ORDER CONFIRMATION

1) The offers made by BayWa r.e. shall be non-binding, providing they are explicitly identified as such. Subject to any specifications to the contrary or in conjunction with the offer in question, BayWa r.e. shall be bound by its offers, including their conditions and prices, for a duration of 14 days.

2) If the order issued by a BP can be qualified as an offer in accordance with Section 145 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), BayWa r.e. may accept said order within 14 days, providing no further (longer) acceptance period has been agreed.

3) If the content of the order confirmation differs from that of the BP’s offer, the written order confirmation issued by BayWa r.e shall generally determine the definitive scope of the delivery, providing the discrepancy between the two documents is limited to the tolerances in quantity and quality considered normal for the industry. If the business transaction in question is based on an offer issued by BayWa r.e. and in the absence of any further order confirmation, said offer shall be deemed definitive in terms of determining the scope of delivery. Unless expressly agreed otherwise, the due date for BayWa r.e.’s claim for payment shall be subject to the legal provisions.

4) Any deviations from these Terms and Conditions in the order confirmations or in offers issued by BayWa r.e. shall supersede these Terms and Conditions within the scope of the deviation in the specific case in question (principle of the precedence of concrete commitments in order confirmations and offers over the General Terms and Conditions). In case of a discrepancy between an order confirmation or offer issued by BayWa r.e and correspondence conducted prior to the issuing of said order confirmation or offer, the correspondence in question shall be superseded by the order confirmation or offer issued by BayWa r.e.

5) The business transactions are based exclusively on the commercially relevant legal acts (offer, acceptance, order confirmation, commercial confirmation letters where applicable). Any ancillary agreements or amendments to the documents relevant to the contract completion, including these Terms and Conditions, shall require an explicit confirmation from BayWa r.e. in order to be legally effective.

6) Planning services provided by BayWa r.e. shall only be deemed the subject of the contract if this has been expressly agreed upon.

7) The conclusion of the contract is subject to the condition precedent that there are no obstacles due to national or international regulations, particularly export control regulations, embargoes and other sanctions. Any deliveries or services for the performance of concluded contracts shall be subject to the proviso that the aforementioned obstacles do not occur.


III. OFFER DOCUMENTATION

1) BayWa r.e. reserves the proprietary rights and copyrights to its plans, drawings, illustrations, calculations and developed software (hereinafter referred to as Confidential Information). This also applies to the publication of the Confidential Information via electronic media. This Confidential Information must be treated as confidential, and must not be made accessible to third parties without the prior consent of BayWa r.e. 

2) The above confidentiality obligation shall apply irrespective of whether BayWa r.e. has explicitly marked the Confidential Information in question as such. 

3) The above confidentiality obligation shall not apply if and to the extent that: 

  • The Confidential Information was already known to the BP when the BP was made aware of it by BayWa r.e., and the BP was not previously subject to any other non-disclosure agreement with BayWa r.e. regarding the Confidential Information in question.
  • The BP comes into possession of the Confidential Information via third parties who have received and passed on said confidential information without violating a non-disclosure agreement.
  • The Confidential Information was already public knowledge before it was shared with the BP by BayWa r.e.
  • The BP is required to disclose the Confidential Information due to a legal obligation or official government order.

In the latter case, the BP must inform BayWa r.e. of said obligation as soon as the BP becomes aware of it.

IV. PRICES

1) Unless stated otherwise in the offer issued by BayWa r.e. and/or its order confirmation, the base prices shall apply Ex Works (INCOTERMS 2020). 

2) The prices listed by BayWa r.e. in its offers do not include packaging and transport costs or any insurance premiums (transport insurance). If BayWa r.e. is required to take out transport insurance, this shall be done at the cost of the BP. BayWa r.e. is entitled – but not obliged – even without the explicit instruction of the BP, to insure the products or goods to be delivered against transport risks. 

3) The offer prices specified by BayWa r.e. are net prices and exclusive of the legally applicable value-added tax. 

4) Discount deductions are only permitted with express written approval from BayWa r.e. or if the relevant commercial document issued by BayWa r.e. contains an announcement of said discounts.

V. PAYMENT OF THE PURCHASE PRICE/DUE DATE/DEFAULT

1) The fee to be paid by the BP shall be due without the need for separate invoicing.

2) If, following conclusion of the contract, the BP fails to meet their payment obligations, or payments are late or discontinued, the BP requests a deferment, or concrete circumstances become known that raise reasonable doubts regarding the BP’s credit rating, BayWa r.e. shall be entitled to only provide the services that have not yet been provided contingent upon the provision of security or, at the BP’s discretion, payment up front of the full amount agreed.

3) In case of default, which for the remainder is governed by the statutory provisions, and unless stated otherwise in the agreements between BayWa r.e. and the BP or in these Terms and Conditions, the BP must pay from the commencement of the same a default interest of 9% above the respective applicable base rate on the outstanding payment claim by BayWa r.e.; this does not affect Section 288, Para. 5 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

4) In all cases, payment shall be deemed to have been received on time if, prior to the agreed payment deadline, the sum in question is credited in full to an account belonging to BayWa r.e. (i.e. if it is no longer possible or permissible under the statutory regulations for national or international transactions to revoke the payment) or the appropriate payment surrogate is credited to or cashed in by BayWa r.e. in full. BayWa r.e. is not obliged to accept such surrogates (cheques etc.) unless these have been endorsed or guaranteed in accordance with standard banking practice. The acceptance of such surrogates is, in all cases, conditional on fulfilment.

VI. DELIVERIES NOT SUBJECT TO VAT

If the delivery is not subject to VAT in accordance with Section 4, Para. 1b) in conjunction with Section 6a of the German VAT Act (Umsatzsteuergesetz, UStG), the customer must sign and return a confirmation of arrival. The confirmation of arrival must be returned to BayWa r.e. by the BP or a third party acting on the BP’s behalf within 30 days following the handover of the purchase item. If the BP does not meet its obligation, VAT will be charged retrospectively. Ownership of the purchased item shall remain with BayWa r.e. until the confirmation of arrival has been received and/or the retroactively charged VAT has been paid.

VII. OFFSET/RIGHT OF RETENTION/EXCLUSION OF ASSIGNMENT

1) BayWa r.e. is entitled to offset all claims it has in relation to the BP against all of the BP’s claims, irrespective of their legal basis. This also applies if the mutual claims are based on different legal relationships.

2) The BP is not entitled to offset any claims due to the BP, in particular those due as a result of subsequent performance, damages or other counterclaims, or to exercise any retention rights with regard to claims made by BayWa r.e. on account of such claims being due to the BP, unless the counterclaims in question have been legally established as enforceable, are not disputed by BayWa r.e., or are considered ready for a decision by a court of law in a related legal dispute.

3) Without the approval of BayWa r.e., the BP shall not be entitled to assign to third parties any claims due to the BP from the business transaction based on these Terms and Conditions, except in cases where the legitimate concerns of the BP with regard to the assignability of contractual claims outweigh the conflicting interest of the user.

VIII. DELIVERY CONDITIONS AND DEADLINES

1) Unless agreed otherwise, EXW (INCOTERMS 2020) shall be deemed to be the agreed delivery conditions. Unless specified otherwise, the place of delivery shall be BayWa r.e.’s warehouse in either Tübingen or Duisburg, at the discretion of BayWa r.e.

2) In cases where no agreement has been made with regard to delivery deadlines, BayWa r.e. hereby undertakes to deliver the goods within 60 days after the purchase contract comes into effect, or on demand as requested. The countdown to the delivery deadline shall commence with the transmission of the order confirmation – where applicable in accordance with the deadline specified therein – or, in the absence of an order confirmation having been issued, with the acceptance of the offer issued by BayWa r.e. or the acceptance by BayWa r.e.; however, the countdown to the delivery deadline shall not begin until the documentation, approvals and releases have been provided and any prepayments due as agreed in these Terms and Conditions or individual contracts (prior performance) have been received.

3) The delivery deadline shall be deemed to have been met if, prior to its expiry, the delivery item has left the factory or branch of BayWa r.e. in question or, in cases where it is the BP’s duty to collect the goods, readiness for handover of same has been communicated. This shall render the delivery complete – including within the meaning of VAT legislation.

4) In the absence of other explicit agreements, the dates and deadlines specified by BayWa r.e. are not fixed deadlines. 

5) Delivery delays due to force majeure (e.g. traffic disruptions including those affecting the international transportation of goods, in particular during import, operational disruptions, strikes, lockouts, and official government orders for which BayWa r.e. is not responsible, even if these occur at the premises of BayWa r.e.’s own suppliers) are not the responsibility of BayWa r.e. Such delays shall entitle BayWa r.e. to delay the delivery by the duration of the obstruction or to cancel in part or in whole the portion of the contract that has not yet been fulfilled if the obstruction persists for a period of more than two months. 

6) If the obstruction outside the responsibility of BayWa r.e. within the meaning of Paragraph 5 above lasts more than two months, the BP shall be entitled, after setting a reasonable subsequent deadline, to withdraw from the part of the contract that has not yet been fulfilled. The shall preclude the BP from bringing any further claims. The same shall apply in situations where BayWa r.e. is not responsible for the delayed delivery for other reasons.

7) In all cases, BayWa r.e. reserves the right to the timely and correct supply of incoming goods. The reservation of BayWa r.e.’s right to the timely and correct supply of incoming goods shall apply subject to the condition that BayWa r.e. has concluded a corresponding cover transaction in good time, and/or that BayWa r.e. is not responsible for the delay in supply on the part of its suppliers. If the interruption to the service in accordance with the aforementioned circumstances lasts for more than one month, the BP shall be entitled, after setting a reasonable subsequent deadline, to withdraw from the part of the contract that has not yet been fulfilled if the BP deems the delay in delivery to be no longer acceptable. 

8) BayWa r.e. is entitled to make partial deliveries at any time, providing this does not entail additional costs for the BP.

9) In all cases, the delivery deadlines shall be extended by the length of time for which the BP fails to meet its obligations towards BayWa r.e., BayWa r.e. is entitled to a right of withdrawal as a result of this failure on the part of the BP, and BayWa r.e. exercises said right. 

10) If the BP is late with acceptance or violates other obligations to contribute, BayWa r.e. shall be entitled to demand compensation for any damages incurred as a result of this, including any additional expenditure. In such cases, the material and price risk – including the risk of accidental damage or deterioration of the purchased item in particular – shall pass to the BP. Further contractual or statutory claims are reserved.

11) If the BP does not accept the goods by the delivery deadline, BayWa r.e. shall be entitled to charge the BP for storage and finance costs starting from the second week after the deadline. These are calculated at a flat rate on the basis of the output of the non-accepted solar modules, and amount to €0.60/kWp per week commenced. The storage and finance costs correspond to the liquidity costs and space requirement for solar modules arising regularly from late payment and extended storage. 

12) In situations where BayWa r.e. arranges the transport of products or goods for the BP, BayWa r.e. shall bear no responsibility for the conduct of the delivery service, forwarding agent or any other transport company involved in this activity; this shall apply in particular with regard to the honouring of the delivery deadline by the delivery service, forwarding agent or other transport company in question. However on request and subject to proof of a corresponding discrepancy between the scheduled delivery time and the actual delivery time, BayWa r.e. shall refund the BP any surcharges paid for fixed-date or express delivery.

IX. TRANSFER OF RISK/ASSIGNMENT OF INSURANCE CLAIMS

1) In the event of a sale by delivery to a place other than the place of performance, the risk of accidental loss, destruction or deterioration and the risk of non-payment shall transfer to the BP upon handover of the shipment to the person conducting the transportation.

2) If delivery is to be conducted Ex Works and no separate agreement has been made with regard to the delivery deadline, the BP must collect the goods without delay once the BP receives notification that the goods in question are ready for shipping. If the BP fails to do so, BayWa r.e. shall be entitled, at its own discretion, to either send the goods at the expense and risk of the BP or to store them and charge the storage costs, which are incurred starting from the 10th day of default on acceptance, to the BP; Section VIII, Para. 10 of these Terms and Conditions applies.

3) If BayWa r.e. has taken out transport insurance and the BP has met their payment obligation towards BayWa r.e. concerning the goods insured for transport in full, BayWa r.e. shall assign its claims against the insurer to the BP to the extent permissible by law and the insurance contract, unless such assignment is not permitted under the terms of the insurance contract, the provisions issued by the insurer, the German Insurance Contract Act (Gesetz über den Versicherungsvertrag, VVG) or other statutory regulations.

X. QUALITY/DIMENSIONS/QUALITY CRITERIA/TRANSPORT ROUTES

1) The quality and dimensions of the products that constitute the subject of the business transaction are governed by the DIN standards or material data sheets, certificates etc. and other product-specific standards and calculations, except in cases where other standards, in particular foreign standards, have been agreed or are part of the content of the offer or the order confirmation issued by BayWa r.e. If no DIN standards or material data sheets, certificates or similar exist, the corresponding European standards and – in their absence – commercial practice shall apply. Individual agreements regarding the condition of the products that constitute the subject of the business transaction shall always take precedence.

2) Any reference to standards, material data sheets or factory test certificates of any kind and/or the description of the contractual deliveries with corresponding specifications does not constitute an assurance of properties. Even if the delivery or service is intended for a specific type of use by the ordering party and this becomes part of the contract, this shall likewise not constitute an assurance of properties.
In the absence of explicit written announcements in the corresponding commercial documents issued by BayWa r.e., BayWa r.e. shall have no obligations towards the BP with regard to guarantees or assurances of properties of any kind.

3) Liability from assurances of properties or guarantees is excluded in all cases where such liability is not based on any written assurance by BayWa r.e. 

4) Unless specifically stated otherwise, BayWa r.e. may select or define the transport route and means of transportation at its discretion for the dispatch of the products that constitute the subject of the business transaction. 

XI. NOVOTEGRA MOUNTING INSTRUCTIONS

The mounting instructions for the novotegra mounting system (or parts thereof) can be found online at https://solar-distribution.baywa-re.de/en/about-us/mounting-system-novotegra/download-area/.

XII. NOTICE OF DEFECTS/SUBSEQUENT PERFORMANCE

1) The BP must examine the contractual delivery without delay upon arrival, in accordance with the regulations of Section 377 of the German Commercial Code (Handelsgesetzbuch, HGB). Any obvious defects must be reported immediately. Prompt reporting shall be determined based on the date of receipt of the notice of defects by BayWa r.e. Defects that cannot be detected within this time period even with a thorough examination must be reported without delay upon discovery; all adaptation and processing must cease immediately at this point. If the notice of defects is not given on time, the BP forfeits the right to assert warranty claims unless the defect in question has been fraudulently concealed by BayWa r.e. The BP shall bear the full burden of proof for all claim conditions, in particular for the defect itself, for the time of defect detection and for the timeliness of the notice of defects.

2) For defects in the goods that have been reported with justification and in good time, BayWa r.e. shall provide subsequent performance in the form of repair or replacement, at its own discretion. 

3) Insofar as the BP is obligated to install or remove the purchased item as part of the BP’s duty of subsequent performance to its customer, the BP must give BayWa r.e. the opportunity to perform this installation itself or commission a third party to do so; failure on the part of the BP to give BayWa r.e. this opportunity shall result in all expenses claimed for the installation/removal in question being deemed unnecessary.

4) If the subsequent performance fails, the BP may in principle demand, at the BP’s discretion, either a reduction of the charges (reduction) or a cancellation of the contract (withdrawal). However, the BP shall have no right of withdrawal if the contract violation in question is only minor in nature, and particularly if the defect in question is only minor in nature. If the BP demands compensation for damages incurred following failed subsequent performance and with a correspondent culpability of BayWa r.e., the goods shall remain in possession of the BP at the wishes of BayWa r.e, providing this is acceptable to the BP. 

5) If the BP does not afford BayWa r.e. an immediate opportunity to inspect the defect, and in particular does not make the subject of the contract to which the complaint refers or samples or parts thereof available without delay upon request, BayWa r.e. shall be entitled to refuse to satisfy the BP’s warranty claims until such time as BayWa r.e. has inspected the purchased item. This shall not apply in cases where BayWa r.e.’s ability to conduct an inspection is hindered by circumstances beyond the BP’s control. 

6) If the BP makes a claim for defects where there are none, BayWa r.e. shall be entitled to compensation for the internal and external expense incurred as a result of said claim. This expense shall be priced at a minimum of EUR 50.00 unless the BP is able to prove that the actual expense incurred is less than this amount.

7) For subjects of the contract that have been sold as downgraded material, the BP shall have no entitlement to subsequent performance or other warranty claims concerning the specified defects or such defects as can normally be expected.

8) Any further inalienable claims on the part of the BP concerning product liability remain unaffected by these provisions.

9) BayWa r.e. shall bear the cost of any transport, travel, labour, assembly or material expenses that it incurs during subsequent performance, providing said expenses cannot be traced back to the BP having taken the purchased item to a location other than the place of delivery; the cost of expenses caused by such action on the part of the BP shall be borne by the BP.

XIII. GENERAL LIMITATION OF LIABILITY/LIMITATION PERIOD

1) Unless stipulated otherwise in these Terms and Conditions or binding statutory provisions to the contrary exist, BayWa r.e. shall only be liable for damages resulting from the violation of contractual or non-contractual obligations in cases of intent or gross negligence. Liability for both slight negligence and for gross negligence on the part of employees of BayWa r.e. is excluded unless the claim in question is being made due to an injury to life, limb or health or the violation of a material contractual obligation. A material contractual obligation in this context is defined as an obligation whose fulfilment is essential to the proper execution of the contract and on the observance of which the BP can usually expect to rely. The liability exclusion/limitation stipulated herein also applies to damages due to default or delay.

2) In cases of slight negligence as defined in Paragraph 1 of this Section, the liability of BayWa r.e. shall not cover damages which could not be typically expected during the specific business transaction in question, unless the claim in question is being made due to an injury to life, limb or health. Liability for subsequent damages due to defects is excluded in all cases of only slight negligence and, for the remainder, also for gross negligence in the legally permitted scope. 

3) All defect claims brought against BayWa r.e. shall be lapse one year after delivery, except in cases where BayWa r.e. has agreed other (longer) periods of limitation. Clause 1 above shall not apply to claims for compensation of expenses (Section 445a, BGB) or other warranty claims brought by the BP in accordance with Section 437 of the BGB in case of supplier recourse. Section 445b, Para. 2 of the BGB also applies. 

XIV. GUARANTEE OF RETENTION OF TITLE

1) All physical service or delivery items (products/goods) shall remain the property (retained title) of BayWa r.e. until all claims due to BayWa r.e. have been satisfied, including actual claims that become due at a later date and conditional claims. This shall also apply in situations where payments are made for specifically designated claims. In the case of continuous invoicing, the retained title acts as security against BayWa r.e.’s claim for the balance. 

2) BayWa r.e. may at any time prohibit the sale and/or the combination and/or mixing of the item(s) subject to retention of title if the customer is in default with their payment obligations and/or has payment difficulties or becomes insolvent. 

3) In case of mixing, processing and/or combination of the item(s) subject to retention of title with other movable objects not belonging to BayWa r.e., BayWa r.e. shall be entitled to percentage ownership of the new item equivalent to the ratio of the invoice value of the item subject to retention of title to the invoice value of the other or new item, including the expenses for processing (combination, mixing). If the invoice value of the other item is not known, its value must be calculated based on the principles of commensurability. 

4) The adaptation and processing of the item subject to retention of title takes place on behalf of BayWa r.e. as the manufacturer as defined in Section 950 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), without placing any obligations on BayWa r.e. The processed item is deemed to be the item subject to retention of title as defined in these Terms and Conditions. If the subject of the contract is processed together with other items not belonging to BayWa r.e., BayWa r.e. shall acquire a percentage co-ownership of the new item that is equal to the ratio of the value of the purchased item (invoice amount including value-added tax) to the other processed items at the time of processing. For the remainder, the same shall apply to the item being produced through processing as for the purchased item delivered subject to retention of title.

5) If the BP resells goods that are the subject of the contract without or after processing, the BP shall be entitled to sell the item subject to retention of title during its normal course of business. The BP hereby assigns to BayWa r.e. its claims from the resale to the amount of the invoice value of the item subject to retention of title. The authorisation to resell the item is subject to the validity of the assignment of claims. This shall also apply analogously for cases in which the item subject to retention of title is used by the BP to fulfil a work contract or contract for work and materials, in particular for construction firms; here too, the claim from the work contract or contract for work and materials is assigned to BayWa r.e. in advance to the amount of the invoice value of the item subject to retention of title. The authorisation to process BayWa r.e.’s item is subject to the validity of the assignment of claims. 

6) The BP is not entitled to transfer the item subject to retention of title to third parties as security, to pledge it, or to use it for swap transactions. Likewise, the BP is not permitted to assign the claims ceded to BayWa r.e. on the basis of the extended retention of title as a factoring client to a factoring bank, unless the factoring bank in question directly enters into the payment obligations of the consumer with BayWa r.e. For the remainder, the assignment or sale of the claims ceded on the basis of the extended retention of title to the factoring bank shall require the written approval of BayWa r.e.

7) If debtors (third party debtors) pay to the BP the claims ceded to BayWa r.e. on account of the extended retention of title by cheque or other payment surrogate, the property or ownership to said payment shall pass to BayWa r.e. as soon as the BP has acquired it. 

8) BayWa r.e. is entitled to collect claims from resale up to the point of revocation, which it is entitled to issue at any time, and which may also be issued orally. Upon request, the BP must notify the third party debtor of the assignment, inform BayWa r.e. of this notification, and send the necessary information and documentation for the collection of the assigned claims to BayWa r.e. together with the information regarding the notification. BayWa r.e. must be informed by the BP without delay of any attachment or other impediment by third parties. 

9) The assertion of the retention of title, and in particular the recall of subjects of the contract and the collection of claims from third parties, does not constitute a withdrawal from the contract. In particular, BayWa r.e. is entitled to take back the item subject to retention of title – without having to withdraw from the contract – if the buyer of the item subject to retention of title has exceeded the payment target granted to them, has not settled other obligations in relation to BayWa r.e. on time, is in default or fails to fulfil their obligations under these Terms and Conditions.

10) If the BP includes its claims from a resale of such materials for which BayWa r.e. has a simple, extended or prolonged retention of title in a current account relationship, the BP hereby assigns the current account claim to BayWa r.e. to the amount of the value of the goods subject to retention of title. Once balance payment has been completed, this shall be replaced by the accepted balance that is considered to have been assigned up to the amount representing the original current account claim. 

11) In security of its claim, the BP also assigns to BayWa r.e. those claims against a third party that arise from the combination of the purchased item subject to retention of title with a land plot to the amount of the invoice value of the purchased item.

12) BayWa r.e. hereby undertakes to release the securities to which it is entitled upon the request of the BP insofar as the actual value of its securities exceeds the claims to be secured by more than 10%; the securities to be released shall be selected at BayWa r.e.’s discretion.

XV. PLACE OF FULFILMENT

1) The place of fulfilment for all deliveries and services provided by BayWa r.e. shall be the registered office of BayWa r.e.

2) The place of fulfilment for payments by the BP shall be the registered office of BayWa r.e.

XVI. PLACE OF JURISDICTION

The exclusive place of jurisdiction for any disputes arising from or in connection with the contract concluded between the Parties shall be the registered office of BayWa r.e. However, BayWa r.e. is also entitled to bring legal action against the BP at the BP’s ordinary place of jurisdiction.

XVII. SEVERABILITY CLAUSE

If one (or several) provision(s) of these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The relevant statutory provisions shall apply in place of the invalid provision, unless these have been legally excluded by the remaining provisions.

XVIII. GERMAN LAW

The legal relationship between BayWa r.e. and the BP is governed exclusively by the Law of the Federal Republic of Germany with the exclusion of the UN Convention on the Sale of Goods.

Y
Personal contact
BayWa r.e. Solar Energy Systems GmbH
Headquarter Tuebingen
T
+49 7071 98987 0
X
solarenergysystems@baywa-re.com