General Terms and Conditions of Sari Enerji
Standard Terms & Conditions - Sari Enerji - Vers. 22.01 - Rev. 10.07.2022
1. Application of the Conditions
All deliveries/services of Sari Enerji shall be solely based on the following terms and conditions.
Any contrary general terms and conditions of clients, purchasers/clients or buyer/clients are not accepted and hereby expressly objected to.
Any modifications and supplements to these terms and conditions shall require written form to be valid.
2. Offer and Conclusion of the Contract
The offers of Sari Enerji shall be subject to confirmation and non- binding.
Technical changes to the components or technical further developments are reserved in the scope of what is reasonable.
Acceptance declarations and any orders shall require written confirmation or confirmation by letter by Sari Enerji.
Drawings, figures, dimensions, weights or other performance data shall only be binding if expressly agreed on in writing.
Employees of Sari Enerji are not authorized to enter into any oral side agreements or to make any oral representations that are not included in the written contract.
3. Prices
Where not indicated any differently, Sari Enerji shall be bound to its price offers for 7 days from the date of the offer. Apart from this, the prices named in the order confirmation by Sari Enerji shall be valid, plus the respective statutory VAT, customs fees and other fees. Additional deliveries and services shall be charged separately.
Unless agreed on differently, the prices shall be EXW or CIF at sale of materials/ components (without mounting), including regular packaging.
When purchasing a PV facility, additional costs will arise for mounting and dispatch.
4. Delivery and Performance Period
1. Any delivery dates or periods may only be agreed on effectively in writing.
Sari Enerji shall not be at fault for delivery and service delays due to force majeure and due to events that make delivery essentially more difficult or impossible for Sari Enerji not only temporarily – specifically including strike, lock-out, authority order, etc., even when happening at suppliers of Sari Enerji or their sub-suppliers -, even if deadlines and dates have been agreed on bindingly. These shall entitle Sari Enerji to delay delivery or performance by the duration of the impairment plus an appropriate start-up period or to declare rescission of the contract wholly or in part regarding the part not performed.
If the machines of Sari Enerji break, Sari Enerji shall not be liable to pay damages.
If the impairment persists for more than three months, the buyer/client shall have the right to declare rescission of the contract regarding the part not performed yet after setting an appropriate grace period. If the delivery time extends or if Sari Enerji is released from its obligations, the buyer/client shall not have the right to derive damages claims from this. Sari Enerji must only cite the circumstances named if it informs buyer/client without delay.
Sari Enerji shall have the right to make partial deliveries and render partial services at any time.
Compliance with the delivery and performance obligations of Sari Enerji shall require the timely and proper performance of the buyer's/client's obligations.
If the buyer/client enters default of acceptance, Sari Enerji shall have the right to demand reimbursement for any damage arising to it; upon occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer/client.
If any contributing actions of the buyer/client that are required to meet deadlines and/or dates are not performed by him in time, the periods shall accordingly extend by the period of the impairment. This shall also apply if it becomes impossible for Sari Enerji to specifically comply with deadlines and/or dates. This shall not apply if Sari Enerji is at fault for the delay. Deadline and period agreements shall be subject to the proviso that suppliers or cooperation partners of Sari Enerji in turn meet their obligations and that non-performance is not due to the fault of Sari Enerji.
5. Obligations of the Buyer/Client
The buyer/client shall ensure that mounting, setup or commissioning can be started as agreed and performed without interruption at its own expense and subject to its own responsibility.
It shall be the responsibility of buyer/client to ensure the presence of constructional prerequisites, including sufficient structural integrity and to prove this for mounting of the system at its expense before commencement of the mounting work. The buyer/client shall also ensure the presence/installation of lighting protection that also considers the future/intended application of the PV system. The buyer/client shall also determine independently whether lighting protection is required for rate area on which the PV facility is to be set up and whether it must be constructed or expanded due to installation of the PV facility. If lightning protection is required or if the present lightning protection must be expanded due to construction of the PV-facility, the buyer/client shall do so at its expense and responsibility.
3. The buyer/client shall ensure a sufficiently paved access road and unlimited access to the mounting site.
6. Reservation of Title
Until all claims are met (including any balance claims from current accounts) that Sari Enerji is due against the buyer/client for any legal reason now or in future, Sari Enerji shall be granted the following collateral that it will release at its choice where their value sustainably exceeds the claims by more than 20 %.
The goods shall remain the property of Sari Enerji. Processing or conversion shall always be performed for Sari Enerji as manufacturer, but without obligation for it. If the title of Sari Enerji expires by connection, it is hereby agreed that the buyer's/client's title in the consistent object shall pass to Sari Enerji at the percentage of the value (invoice value) the buyer/client shall keep the property of Sari Enerji free of charge for it. Goods in which Sari Enerji is due title are referred to as goods subject to retention of title below.
The buyer/client shall have the right to process and sell the goods subject to retention of title in the proper course of business while it does not enter default. Pledging or transfer as collateral shall not be permitted. The claims resulting from further sale or for any other legal reason (insurance, tort) regarding the goods subject to retention of title (including any balance claims from current accounts) are hereby assigned to Sari Enerji in full by the buyer/client as collateral. Sari Enerji revocably authorizes him to collect any claims assigned to Sari Enerji for its account in its own name. This collection authorization can only be revoked when the buyer/client does not meet its payment obligations properly.
At third-party access to the goods subject to retention of title, especially in case of seizing, the buyer/client shall indicate the title of Sari Enerji and inform it without delay so that Sari Enerji can exert its title. Where the third party is unable to reimburse Sari Enerji for any court and out-of-court costs arising in this context, the buyer/client shall be liable for these.
In case of violation of the contract by the buyer/client – especially in case of default of payment - Sari Enerji shall have the right to declare rescission of the contract and to demand release of the goods subject to retention of title. The costs for disassembly and removal, specifically of the changes to the components initiated due to installation, shall be assumed by the buyer/client. Any further rights/claims of Sari Enerji shall not be affected.