General Terms and Conditions of Sale and Delivery (GTCSD)

of Solaflex GmbH (SOLAFLEX)

1 Scope of application

1.1    These General Terms and Conditions of Sale and Delivery (GTCSD) apply to all transactions between the customer and SOLAFLEX. SOLAFLEX does not acknowledge any conflicting or deviating GTCSD on the part of the customer unless SOLAFLEX has expressly agreed to their validity in writing.

1.2    Amendments, supplements and collateral agreements to these GTCSD, as well as assurances of any kind must be made in writing to be effective. This also applies to any agreement to deviate from this formal requirement.

1.3    These GTCSD shall also apply to all future business transactions between the parties until SOLAFLEX issues new GTCSD, even if these are concluded without reference to these GTCSD.

2 Order

2.1    SOLAFLEX’s quotations are subject to change and non-binding. When placing orders via the online shop, the customer submits a binding quotation for the goods in the shopping basket by clicking on the order button. Contracts for orders placed by the customer only come into effect once SOLAFLEX has sent a written order confirmation or delivered the goods or provided the service. In the case of orders, the customer is bound for seven days from receipt of the order by SOLAFLEX. We reserve the right to prior sale.

2.2    If the customer is a business and the order confirmation deviates from the customer’s order, the customer must object in writing immediately, but no later than within seven calendar days of receipt of the order confirmation. Otherwise, the contract shall be concluded under the conditions stated in the order confirmation.

2.3    Obvious errors, printing, calculation, typing and calculation errors are not binding for SOLAFLEX and do not entitle the customer to compensation. Products in intermediate sizes that are not listed in the current price lists can only be ordered as customized products (see § 4.4).

2.4    The dimensions, weights, figures, descriptions etc. given in SOLAFLEX’s catalogs, brochures and other documents, or on its website, are only approximate and subject to change, unless they are expressly designated as binding in writing. SOLAFLEX reserves the right to make changes in design or form during the delivery period as a result of improvements in technology or legal requirements (in particular statutory and case law), provided that the changes are reasonable for the customer.

2.5    In the case of commissioned services (e.g. adjustment or repair of machines), SOLAFLEX shall warn the customer if SOLAFLEX ascertains that the service cannot be provided successfully. If the customer insists on the service being carried out despite this warning, they must pay the agreed fee regardless of the success of the service. The customer shall provide SOLAFLEX with all information required to perform the service. If SOLAFLEX is unable to provide the service due to a lack of necessary participation by the customer, SOLAFLEX shall set the customer a reasonable deadline for participation. If the customer allows this deadline to expire, SOLAFLEX is released from their obligation and the customer must pay the full agreed fee. In the case of customers who are consumers, SOLAFLEX shall take into account what SOLAFLEX has saved due to the failure to perform (section 1168 para. 1 second sentence of the Austrian Civil Code, ABGB). In such cases, customers who are businesses must in any case pay the full price without such a charge.

3 Delivery, delivery period, transfer of risk

3.1    Unless expressly agreed otherwise, the goods are deemed to be sold “ex works” (EXW). SOLAFLEX shall make the goods available at their headquarters in A-6840 Götzis, or at one of their branches or affiliated companies at their discretion, or shall deliver from the aforementioned locations. Partial deliveries and partial services by SOLAFLEX are permissible as long as this is not unreasonable for the customer. INCOTERMS 2010 shall apply. 

3.2    If collection of the goods is agreed and the goods are not collected by the customer at the agreed time at the latest, the risk is transferred to the customer at the end of the agreed collection period or collection date.

3.3    If SOLAFLEX is responsible for shipping, this is done on behalf of, at the expense and risk of the customer. The risk of accidental loss and accidental deterioration of the delivery is transferred to the customer at the latest as soon as the consignment has been handed over to the person responsible for transport or has left SOLAFLEX’s factory for the purpose of dispatch; this applies even if SOLAFLEX bears the transport costs according to the agreement. If dispatch is delayed at the customer’s request, the risk shall pass to the customer upon notification of readiness for dispatch. However, if the customer is a consumer, the risk is only transferred upon delivery to the customer or a third party designated by the customer other than the carrier (section 7b Consumer Protection Act (KSchG)).

3.4    Delivery deadlines specified by SOLAFLEX as well as deadlines for the provision of commissioned services are non-binding, unless the binding nature of a delivery date or deadline has been expressly agreed in writing. A binding delivery date or deadline is deemed to have been met if the goods have left our factory on time, or the service has been provided on time or, in the case of self-collection, readiness for dispatch has been notified.

3.5    If SOLAFLEX or their suppliers are unable to meet a binding delivery deadline, or deadline for the provision of a service due to circumstances beyond SOLAFLEX’s control or responsibility, in particular in the event of operational faults, strikes, public unrest, lockouts, complete or partial shutdown of the supplier’s plant, in the event of war, in the event of an official order or in cases of force majeure, a binding (delivery) deadline shall be extended automatically for the duration of the fault and the elimination of the operational consequences. Such events, if lasting longer than three months, entitle both parties to withdraw from the contract, in whole or in part, due to the unfulfilled part without obligation to pay compensation.

3.6    If a specific time or a specific deadline has been agreed for the delivery or service by SOLAFLEX, default shall only occur after a reminder has been sent and a reasonable grace period of generally at least two weeks has expired without result. The customer is only entitled to withdraw from the contract or to claim compensation for damages after the default has occurred, and after the fruitless expiry of a further reasonable grace period stipulated for SOLAFLEX.

3.7    Unless expressly agreed otherwise in writing, the (delivery) period begins on the latest of the following dates:

  1. Date of order confirmation.
  2. Date of fulfillment of all technical, commercial and financial requirements incumbent on the customer, in particular payment for the goods or services.
  3. The date on which SOLAFLEX receives an advance payment to be provided before delivery of the goods or provision of the service and/or a letter of credit to be issued is issued.

3.8    Deliveries of goods and the provision of services to customers and/or delivery locations outside the European Union are only made on the basis of a separate, prior written agreement.

4 Prices

4.1    The applicable prices are shown in SOLAFLEX’s current price list and can also be viewed on their website. All prices are subject to change until the day the contract is concluded (§ 2.1) and apply net as from the loading or shipping point specified by SOLAFLEX. The prices do not include customs duties, freight, shipping packaging, transport insurance, etc., which are charged separately. VAT shall be calculated and shown separately at the applicable rate in accordance with statutory provisions. 

4.2    If the customer is a business, changes to the producer prices/works prices/list prices of SOLAFLEX’s suppliers authorize SOLAFLEX to change the prices accordingly, even after the contract has been concluded or the order has been placed. If the agreed delivery period is longer than one month from the contract conclusion, SOLAFLEX is entitled to charge prices according to the SOLAFLEX price list valid on the day of delivery.

4.3    SOLAFLEX reserves the right to make the acceptance of customer orders and the provision of services dependent on minimum order values, or to charge surcharges for small quantities, particularly in ongoing business relationships.

4.4    Any agreed special services, such as the attachment of the customer’s advertising material or special packaging, shall be invoiced additionally. A surcharge shall be charged for customized products (see § 2.3 above). For technical production reasons, up to 10% more or less may be delivered for customized products. The customer undertakes to accept the respective actual production quantity within the aforementioned framework.

5 Payment and default

5.1    Invoicing shall take place on the day of the order confirmation or upon delivery or provision of the service. Unless otherwise agreed in the order confirmation, the agreed payments shall be made in cash and immediately upon receipt of the invoice, at the latest within 14 days of the invoice date, without deduction by prepayment. SOLAFLEX is entitled to make deliveries dependent on advance payments (cash in advance).

5.2    Payments are made on time if they are provided to SOLAFLEX in cash or irrevocably credited to its account free of charge on the due date, or on the last day of the payment period.

5.3    Upon expiry of the 14-day payment period, the customer is automatically in default of payment without a reminder. If the customer is in default with even one payment, SOLAFLEX is entitled:

  • To charge reminder fees in the amount of EUR 40.00 net for each (own) reminder,
  • To charge all costs incurred for debt collection steps by third parties (lawyer’s fees or costs of debt collection agencies) in accordance with statutory regulations,
  • To offset payments first to cover accrued default interest, then to cover accrued costs and then to offset against the oldest debt (any payment cancellations by the customer are hereby agreed to be irrelevant),
  • To demand, without prejudice to the right to claim further damages caused by default, default interest at the statutory rate (this interest rate is to be set correspondingly higher if SOLAFLEX proves that a higher interest rate has been charged),
  • To claim a reasonable extension of the delivery period, whereby the period of payment default is in any case a reasonable extension period (this provision applies to cases in which the delivery period would have started before full payment was received on the basis of an agreement to this effect; for the general start of the delivery period, see § 3.7),
  • To withhold further deliveries,
  • To declare due, in the event of agreed payment in several purchase price installments, the entire outstanding balance of the purchase price (“missed deadline”),
  • To withdraw from the contract in the event of non-compliance with a reasonable grace period and to assert any claims for compensation.

5.4    SOLAFLEX is free to charge the customer for all costs incurred in connection with the outstanding liability.

5.5    The withholding of payments or offsetting due to any counterclaims is only permitted with counterclaims by the customer that are acknowledged by SOLAFLEX or have been legally established.

6 Warranty

6.1    The statutory warranty rights of customers who are consumers within the meaning of the Consumer Protection Act (KSchG) remain unaffected. The warranty period is therefore 2 years. Consumers must notify SOLAFLEX of any defects in writing.

6.2    Customers who are businesses must check the goods immediately upon receipt. Recognizable defects must be notified to SOLAFLEX immediately in writing. Defects that cannot be detected, even after careful inspection or that only become apparent later, must be notified to SOLAFLEX in writing immediately after their detection. The customer bears the risk for the receipt of the notification of defects. If the customer fails to fulfill the inspection and notification obligations pursuant to this paragraph in a timely manner, the goods shall be deemed approved and the customer can no longer assert any claims due to the defect (in particular not from warranty, compensation for damages and error). Section 377 para. 5 of the Austrian Commercial Code (UGB) remains unaffected.

6.3    If there is a defect, SOLAFLEX is entitled to subsequent fulfillment by remedying the defect or delivering a defect-free item (replacement delivery). SOLAFLEX has the right to choose between remedying the defect and delivering a replacement. SOLAFLEX’s right to refuse the remedying of defects or replacement delivery if the legal requirements are met (cf. e.g. section 932 para. 4 Austrian Civil Code (ABGB)) remains unaffected.

6.4    The customer is entitled to choose to cancel the contract (cancellation), provided that the defect is not minor, or to demand a reduction in the purchase price if the subsequent performance fails, in particular if it is impossible, or if SOLAFLEX is unable to remedy the defect within a reasonable period of time, refuses to do so or is culpably delayed by SOLAFLEX. The customer must give SOLAFLEX the necessary time and opportunity to carry out the rework or replacement delivery.

6.5    SOLAFLEX may require the customer to send the defective goods to an address specified by SOLAFLEX at SOLAFLEX’s expense, or – at SOLAFLEX’s discretion – that the customer keeps the goods ready and SOLAFLEX, or a third party authorized by SOLAFLEX, carries out the rectification of defects or replacement directly at the customer’s premises.

6.6    There is no warranty claim for insignificant defects. Defects in part of the delivery do not entitle the customer to complain about the rest of the delivery.

6.7    Normal wear and tear of the goods shall not give rise to a warranty claim. Express reference is made to the instructions for operation, use, care and cleaning enclosed with the goods. SOLAFLEX accepts no warranty or liability whatsoever in the event of deviating operation, use, cleaning and/or care as well as unauthorized changes to products by the customer or third parties.

6.8    SOLAFLEX may refuse to rework or replace the goods as long as the customer has not fulfilled their payment obligations to the extent that corresponds to the defect-free part of the delivery provided, if the defect-free part is or the goods that are of interest to the customer (e.g. in the case of independent usability).

6.9    SOLAFLEX assumes no liability for the fulfillment of special regulations in the country of destination.

7 Liability, compensation

7.1    Unless otherwise stipulated in these GTC, SOLAFLEX is liable in accordance with statutory provisions.

7.2    Compensation claims in cases of slight negligence are excluded by mutual agreement; this does not apply to personal injury. If the customer is a business, compensation claims shall become time-barred 6 months after knowledge of the damage and the party causing the damage. In the case of businesses, an exclusion of liability for consequential damages and loss of profit shall also apply, in particular in the event of delayed or defective delivery or non-delivery. The customer’s right to warranty remains unaffected in accordance with § 6.

7.3    Insofar as SOLAFLEX’s liability is excluded or limited, this also applies to the personal liability of SOLAFLEX’s employees, representatives and vicarious agents.

8 Cancellation in case of breach of duty

8.1    The customer is not entitled to a right of cancellation due to a service not provided by SOLAFLEX or not provided in accordance with the contract if the breach of duty is not attributable to SOLAFLEX.

8.2    This does not apply if special agreements (e.g. fixed-date transactions) result in a right of cancellation for the customer regardless of fault. Furthermore, this shall not apply if the goods are defective; in this case, the provisions of § 6 shall apply.

9 Retention of title and forfeiture

9.1    The goods remain the property of SOLAFLEX until full payment has been made. The retention of title also applies to the carrier to whom the goods are handed over at the customer’s request or at SOLAFLEX’s instigation.

9.2    The customer is only entitled to resell the goods before full payment has been made after obtaining written consent from SOLAFLEX. The authorization to resell shall automatically lapse if the customer is in default of payment or has suspended payments. The customer is not entitled to dispose of the reserved goods other than as described above, in particular to pledge them or assign them as security, until payment has been made in full. The customer must prevent third parties from interfering with SOLAFLEX’s property and from seizing the reserved goods. The customer is obliged to provide information about SOLAFLEX’s property. The customer must inform SOLAFLEX of this immediately in writing.

9.3    SOLAFLEX is entitled to demand the immediate return of the delivered, but not yet fully paid, goods if the customer does not fulfill their payment obligations punctually and in full, or if insolvency proceedings are applied for or initiated against the customer’s assets, or if the initiation of insolvency proceedings is rejected due to lack of assets, or if the customer effectively ceases payments or approaches their creditors to conclude an out-of-court settlement. The taking back of the goods by SOLAFLEX does not constitute a cancellation of the contract, unless this is agreed separately in writing. SOLAFLEX’s right to claim damages for non-performance remains unaffected even if the goods sold under retention of title are taken back.

9.4    Items accepted for processing (e.g. adjustment, repair) shall expire after three years if these items are not collected by the customer after completion as agreed. After the end of the second month, a monthly administration and storage fee of EUR 5.00 shall be charged.

10 Intellectual property, prohibition of imitation

10.1  The customer undertakes to sell SOLAFLEX’s goods exclusively under the name and trademark specified by SOLAFLEX.

10.2  The customer undertakes to refrain from imitating (reproducing) goods distributed by SOLAFLEX in whole or in part and/or making imitations available to third parties, whether in identical or modified form. This obligation, or this prohibition of imitation, applies in any case regardless of whether SOLAFLEX can invoke any industrial property rights.

10.3  The customer may not make any changes whatsoever to the goods without SOLAFLEX’s express consent. SOLAFLEX may counter any unauthorized changes in breach of contract with copyright claims and/or rescind the contract and take back the goods. We reserve the right to any further claims.

10.4  The customer undertakes neither to reproduce texts, sketches, drawings, images, photographs, cost estimates and other content originating from and/or used by SOLAFLEX, nor to make them available to third parties, unless they are materials clearly intended by SOLAFLEX for general distribution (e.g. advertising catalog).

11 Data protection

11.1  As part of the conclusion of the contract, SOLAFLEX stores and processes the customer’s first and last name or company name, title, address (postal address, e-mail address, telephone number), the goods/services ordered and the purchase price and, in the case of customers who are businesses, the VAT identification number (hereinafter collectively referred to as: “Data”). This data is processed – unless the customer has otherwise provided express consent – solely for the purpose of processing the contract and transmitting the ordered goods or providing the commissioned services. This data is lawfully collected in accordance with Art. 6 para.1 lit b of the General Data Protection Regulation (hereinafter referred to as: “GDPR”) since it is necessary for the fulfillment of the contract between SOLAFLEX and the customer. Without the provision of this data, it is therefore not possible to deliver the ordered goods or provide the commissioned services. After completion of the order and expiry of the warranty period, the data collected shall be deleted unless there is any other legal reason for its further use (in particular the customer’s express consent, statutory retention periods). The customer’s personal data shall only be disclosed to the payment service provider selected by the customer and only to the extent that this is absolutely necessary for the fulfillment of this contract. The specific contract is stored for the purpose of fulfilling the order.

The customer has the right at any time to request information regarding which data SOLAFLEX has collected from them (Art. 15 GDPR). If the data collected is or becomes incorrect, the customer can request that the data be corrected (Art. 16 GDPR). If the legal requirements are met, the customer also has the right to erasure (Art. 17 GDPR), restriction of processing (Art. 18 f GDPR) and data portability (Art. 20 GDPR). You can find an English version of the GDPR for your information at the following link: https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32016R0679&from=EN

If you have any questions about the processing of your data, please contact the SOLAFLEX Data Protection Coordinator using the following contact details: privacy@Solaflex.at

If the customer is of the opinion that SOLAFLEX is violating legal provisions when processing their data, they are free to lodge a complaint with the Austrian Data Protection Authority or the national supervisory authority of their country of residence.

12 Choice of law, place of jurisdiction and other final provisions

12.1  The place of performance for deliveries and services is the supplier’s plant. The place of performance for payments is SOLAFLEX’s registered office.

12.2  The contractual relationship between SOLAFLEX and the customer shall be governed by the law of the Republic of Austria, excluding all bilateral and/or multilateral agreements concerning the purchase of movable goods, in particular excluding the UN Convention on Contracts for the International Sale of Goods (= “UN Sales Convention” / “CISG” / “Vienna Sales Convention”), and excluding the conflict of law rules of private international law and Rome-I. If the customer is a consumer and has their habitual residence outside of Austria, then despite this choice of law, all mandatory provisions for consumers shall be governed by the law of the country in which the consumer has their habitual residence (Article 6 of the Rome I Regulation).

12.3  If the customer is a business, a legal entity under public law or a special fund under public law, or has their place of residence or business headquarters outside of Austria, the competent court for all disputes arising from the contractual relationship is the court at SOLAFLEX’s headquarters. However, SOLAFLEX is also entitled to choose any other legally permissible place of jurisdiction.

12.4  If the customer is a consumer, the Internet Ombudsman (https://www.ombudsmann.at/) or the arbitration board for consumer transactions (www.verbraucherschlichtung.or.at) shall act as an extra-judicial arbitration board. The customer can call this arbitration board in the event of disputes. The consumer acknowledges that SOLAFLEX is not obliged to involve this dispute arbitration board or to submit to it, and that in the event of a dispute SOLAFLEX shall first decide whether or not to agree to an extra-judicial arbitration procedure.

12.5  Should individual provisions of these GTCSD be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. In this case, the invalid provision shall be replaced by a legally valid regulation that corresponds or comes closest to the economic purpose of the invalid provision or the presumed intention of SOLAFLEX.