General Trading Conditions (GTC)

1. Validity
1.1 The following business conditions apply exclusively within the borders of the Federal Republic of Germany, i.e. they apply neither to Europe nor to non-European areas, which lie beyond this range.
1.2 All legal transactions with the contractor surrender exclusively to the following regulations. Buyer’s acknowledgements referring to his own business and / or purchasing conditions are hereby rejected.
1.3 Warranties, special agreements and changes of the contract require our confirmation in written form for their effectiveness.

2. Scope of Application
2.1 2.1 The following sales conditions are applied to all contracts signed between buyer and us on the supply of goods in the area of solar and photovoltaic. They apply also to all future business relations, even if they have not been indicated again. Deviant conditions of buyer, which we do not recognize, are not authoritative for us, even if we do not disagree them in written form. The following sales conditions also apply, even if we accomplish the order of the buyer in knowledge of his conflicting or deviating conditions.
2.2 All the agreements in the sales contracts made between the buyer and us have to be written down formally for the execution.

3. Offer, Confirmation of Contracts, and Conclusion of Contracts
3.1 We are entitled to accept the order of buyer, which is qualified to conclude contract with us, by transmitting the confirmation of the order within two weeks or delivering the ordered goods within the same period. Contents of the confirmation of order are considered as decisive for the contract. Any discrepancies must be informed our company in writing and immediately.
3.2 We reserve the right for technical changes, unless it would result in unreasonable disadvantage to the buyer.
3.3 Our offer subjects to prior sale and is not-binding and noncommittal therefore up to the conclusion of a contract, unless we indicate these are binding clearly.
3.4 Characteristics, which the buyer can expect after the public expressions by us, our legal representatives or assistants, in particular in the advertisement or due to a commercial practice, belong to conditions negotiable, only if these are written in the offer or reconfirmed in the contract.
3.5 Warranties are binding, only if and as far as, these are assured by the manufacturer and if they are designated in an offer or a confirmation of order as such, and also our obligations for the warranty are held in detail. Otherwise the manufacturer warranties apply to all goods supplied by us. Huali Europe GmbH itself takes over no warranties.
3.6 As for projects, the projects proof, official and other permission should be procured by our clients and made available to us in time.
3.7 With client’s dispatching the confirmation of orders or through the delivering of ordered goods by us, the offers are treated as accepted by clients, or the contracts are treated as concluded.
3.8 Should no business result, then all the documents of solar China GmbH (frame contracts, supplying contracts, confirmations of deliverability, technical designs, computations etc., must be returned back immediately in original to us; they may neither be multiplied nor submitted to Third Parties without our agreement in writing. Huali Europe GmbH reserves the right to demand compensation for contract fakery or data abuse.
3.9 Huali Europe GmbH reserves the right of explanation if an item in a contract or in a confirmation of order contradicts to our general trading conditions.

4. Prices / Terms of Payment
4.1 Our prices are calculated ex factory plus packing, freight tariff, insurance, if no different ones were specified in the supply contract or confirmation of order. Quotations on basis CIF and/or free house can be possibly submitted. The legal value- added tax is not included in our prices. If necessary we might issue the raised legal amount separately in the invoice on the day of calculation. The risk of remuneration turns to the buyer with successful delivery or to the carrier.
4.2 For the overtime, night -, Sunday and holiday hours as well as work under less favorable conditions, arranged by client, are calculated with additional fee.
4.3 US dollar is standard currency for payment, but payments in other currencies e.g. in Euro are possible, require however our confirmation in written form. In this case Huali Europe GmbH shall not take any disadvantages due to rate of exchange.
4.4 Payments are to be carried out in accordance with contract. Huali Europe GmbH reserves the right to deliver goods only against payment in advance. A discount in payment is not granted. If other manners of payment are admitted (LC or bank guarantee) by us, then extra costs resulting from it are to be over-rolled on the purchase price. For LC payment the letter of credit must be irrevocably secured by a German bank. Changes are not accepted.
4.5 Our calculation of PV modules is considered among other things as temporary. A final account is only possible after receipt of the Flash List. Buyer pays the actual price of power ratings in Watt unit, which is proven in the Flash List.
4.6 The purchase price is net (without deduction) due with successful delivery to final customers or to the carrier, as far as no other date of payment results from the confirmation of order. A payment is considered only then as effected if we can enact the amount. Cheque payments are accepted only on agreement in written form. Cheque payments can only effect if the cheque is redeemed and is credited finally.
4.7 Legal regulations would be applied in case buyer’s payment is in delay. Huali Europe GmbH charges the interests of late payment at a value of 6% starting from the date of distortion.
4.8 Buyer is entitled to charges for flaws only if his counterclaims are legally valid, acknowledged by us, or with indisputable recognition from us. He is authorized to the practice of a restraint right only if his counterclaim is based on the same contractual relation.
4.9 We reserve the right to make error in interpretation for all price and discount information.
4.10 All payments are to be accelerated utmost and be carried out by the client without discount to us. If a payment does not take place within the prescribed period or any trouble exists, such as the credit-worthiness of the client is in serious question or if a cheque is not redeemed, Huali Europe GmbH is entitled to stop the work and to cancel the contract in writing in an appropriate period, after it has explained that as the fulfillment of a contract this respite as fruitless operational sequence. China GmbH reserves the right to demand compensation.

5. Delivery and Time of Performance
5.1 The indicated dates of sale and delivery of the goods shall depend on correct and punctual supply to us, unless Huali Europe GmbH has assured the time for delivery as obligatory in written form.
5.2 The time of delivery prolongs appropriately with the entrance of unexpected obstacles, which lie outside of the will of our company (e.g. events of force majeure, sovereign measurements, production disturbances, work delays, operational disturbances, delay of supply), as far as these have influence on the completion or delivery of the delivered article.
5.3 Huali Europe GmbH does not need to supply, if supplier doesn’t produce any longer and/or for other reasons despite request, or for reasons of force majeure. A precondition for this right of withdrawal is that the goods of other suppliers are not to be procured. A claim for damages of the buyer is then impossible. If Huali Europe GmbH doesn’t supply or delay for other reasons then the buyer can announce the cancellation of sales contract without requirement on compensation. Deposited funds would be returned in the deposited currency without interest in this case.
5.4 The delivery time indicated by Huali Europe GmbH begins only after the technical and financial questions are clarified. Similarly has the buyer to fulfill all duties to be incumbent on him in time.
5.5 The power of the supplied modules corresponds the power class in our confirmation of order, power discrepancy within +-5% is considered as contractual. Similarly applies the contract, if the power class of the supplied modules deviates from the ordered modules within this scope.
5.6 The supplies take place in the unit of container, except orders of sample. In the case of a container supplied with more than 1 type of power class, the contract is considered as fulfilled, if the powers of different types do not deviate by +-5% from the power class confirmed by us.
5.7 As for complaints in the sense of § 286 Abs. 2 NR. , 4 BGB or of § 376 HGB we cling to the legal regulations. Our liability is limited to the foreseeable, typically occurring damage, if the failure to deliver is not based on the deliberate injury of the contract from our side. Further liability to failure to deliver is excluded from us.
5.8 If buyer comes into default of acceptance, we are entitled to charge compensation for existing loss and any possible multi-expenditure. Same applies, if the buyer culpably offends the obligations to cooperate. In extreme case, if our required payment (account) is not yet covered until one week after the arrival of the goods concerned in the goal port, we are entitled to keep pre-payment and demand other compensations against the buyer because of possible risks.
5.9 With the default of acceptance and/or Debtor’s default, the risk of any coincidental degradation and the coincidental loss pass to the buyer.
5.10 In cases of default of acceptance all the costs, particular the storage costs, hereby are covered by buyers.

6. Transfer of Perils / Transportation and Packing
6.1 loading and transportation are insured only in the case of door-to-door delivery. A door-to-door delivery is presupposed when buyer has issued an order in contract. Extra costs resulting thereby, for insurance and further transport from the arrival port are to buyer’s account.
6.2 If buyer takes over the organization of transport and insurance of the goods from the arrival port to his own warehouse, Huali Europe GmbH is released from the costs resulted thereby.
6.3 Huali Europe GmbH does not take back the package for transportation or other usage according to the packing regulation. The buyer has to worry about the disposal of the package at own expense.
6.4 If the delivery is retarded when desired by buyer or delayed due to buyer’s in- debt, then we store the goods at expense and risk of the buyer. In this case the notification of ready-for-delivery stands equally for delivery.

7. Guarantee / Liability
7.1 Our manufacturers warrant the product for 24 months from the date of delivery (standard product warranty and performance guarantee).
7.2 Minor color deviations and color deviations arise from use or composition of different materials, are considered as conventional.
7.3 If the delivered goods are defective, or lack the assured characteristics, or become defective within the warranty period due to fabrication or defects in material, the contractor delivers goods in addition for replacement or improvement, in its choice -- exclusive of other warranty claims.
7.4 If the remedy (repair, exchange of components, partial exchange of the modules and their components) fails, a reduction in the purchase price is negotiable. The cancellation of contract is only considered after the failure of a complete replacement, or the replacement did not fulfill the conditions of contract. The value of a compensation agreed upon by the buyer and supplier is considered as the final solution to buyer’s all complaints involved.
7.5 Obvious defects must be notified to the contractor in writing immediately, at the latest within eight days after supply.
7.6 Buyer’s requirement of Examination and Notice of Non-Conformity according to § 377, 378 HGB remains unaffected. The claim is excluded if buyer didn’t fulfill his obligation owed in § 377 HGB.
7.7 In the case of cancellation the delivered articles with flaw have to be sent back to the contractor for inspection or on demand, in the actual condition, in which they are discovered with flaw at the time of claim.
7.8 The obligation in accordance with section VII No. 4 is excluded, as far as it concerns an characteristic based on advertising statements or other contractual agreements not from us, or if the buyer offered a special warranty to the final consumer. The obligation is likewise excluded, if the buyer himself didn’t practice the warranty to his final consumer according to legal regulations, or a requirement placed to him was not carried out. This also applies if the buyer assumed guarantees to the final consumer, which transcend legal degree.
7.9 Any further liability shall be excluded, irrespective of the nature of the claim raised; this shall apply especially, without limitation, to claims under tort and/or claims for reimbursement of futile expenditures instead of performance. As far as our liability is excluded or limited, this applies also to the personal liability of our clerks, employees, coworkers, representatives and auxiliary persons.
7.10 The buyer can not shift the compensation demanded by his customer on Huali Europe GmbH. Our liability is limited only to complaints of our direct customer. If the supplied goods are resold further to a third customer, then we are not responsible for their complaints, in particular if the modules were already installed and/or used, since we exclude the claim for damage due to improper use or natural damage e.g. lightning, water, rain, snow, ice etc. Installers are responsible for damage, which is caused by wrong handling.
7.11 The warranty claims of the buyer are time-barred for one year after the delivery to him, if this buyer is a sales man, unless we have concealed the flaw guilefully. In this case the legal regulations would be applied.
7.12 Buyer should present his claim in such a way that it describes the flaw of the goods expertly and precisely in German, English and in photos. The described flaw must be confirmed by generally recognized special institute and be conveyed immediately as expert opinion. The cost of the examination should be afforded by the buyer.
7.13 Buyer must offer Huali Europe GmbH, on demand, a sample of modules sold and reclaimed for the execution of self investigation.

8. Reservation of Proprietary Rights
8.1 The supplied and/or to be supplied goods (reserved goods) remains our property till the fulfillment of all demands, including all demands for balance for current account, which are entitled to us now or in the future against the buyer. In cases of buyer’s behaviors contrary to the contract e.g. delay of payment, we have the right to keep those goods to be supplied and/or take the supplied goods back after an appropriate period previously set. If we take the reserved goods back, this represents a cancellation of the contract. If we attach the reserved goods, this is a cancellation of the contract. We are entitled to commercialize the reserved goods after the canceling. After deduction of an appropriate amount for the costs of commercialization, we will charge the proceeds of the sale with the amounts owed by the buyer.
8.2 Buyer has to treat the reserved goods carefully at his expense against the damage by fire, water and theft to keep the original value. Necessary maintenance and inspection work are to be accomplished by the buyer at own expense in time.
8.3 Buyer is only entitled to sell and/or use the reserved goods duly in the course of business, if the payment didn’t delay.
8.4 Huali Europe GmbH is entitled to cancel the sales contract after an appropriate period previously set and sell to goods to other customers, in case of buyer’s long delay of payment, even if the buyer has partly deposited for the goods. A refund of the deposited amount takes place after the deduction of all costs (including the lost profit, interest, expense on working on and administration, as well as other costs, those in connection with the sales of the retained goods (advertisement, journeys, and delivery, etc.).

9. Place of Performance, Jurisdiction, Right to apply
9.1 Our company headquarters in Frankfurt / Main is the place of performance and the address for deliveries and payments, as well as all disputes resulted from the sales contracts between buyer and us. We are entitled, however, to sue the buyer also at his dwelling and/or business address.
9.2 The relations between the contracting parties are exclusively regulated by the laws valid in the Federal Republic of Germany. The application of the uniform law over the international purchase of mobile things as well as the law over the conclusion of international sales contracts over mobile things is impossible.

10. Severability Clause
Should individual regulations of these general terms of delivery and payment be totally or partly ineffective, the effectiveness of other aspects in the contract would not be affected.

Huali Europe GmbH · Mainzer Landstraße 27-31(EPJ) · D-60329 Frankfurt am Main | founded (valid since): 01.01.2007