General terms of delivery and payment Fronius India Private Limited

Applicable since 04.04.2023

A. General section

1. Vali̇di̇ty; devi̇ati̇ng provi̇si̇ons; wri̇tten form

1.1 These Terms and Conditions of Delivery and Payment shall apply exclusively to all our deliveries, services and payments owed to us. These Terms shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.

1.2 For contractual relationships with our parent company Fronius International GmbH (Austria) and contractual relationships with other subsidiaries of Fronius International GmbH their own General Terms and Conditions of Delivery and Payment apply in each case. An overview with links to the terms and conditions of the individual Group companies can be found under https://www.fronius.com/en/overview-terms-and-conditions.

1.3 Our Terms and Conditions apply only to businesses, legal entities under public law and special funds under public law. A business is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.4 Deviating or additional terms and conditions of business of the Customer are only binding on ourselves if we expressly acknowledge them in writing; in this case they shall only apply to the respective individual contract.

1.5 Agreements concerning deviations from these General Terms and Conditions of Delivery and Payment or concerning addenda thereto are not valid unless agreed to in writing the same applies to deviations from the requirement of the written form.

1.6 Where in these Terms and Conditions the written form is required and unless otherwise stipulated, this requirement shall also be met in the case of communications sent via fax or e-mail. However, individually negotiated contracts whose content is formed by these General Terms and Conditions of Delivery and Payment must always be agreed to in writing.

2. Offers; conclusi̇on of contract

2.1 Our offers are nonbinding and subject to alteration, unless the offer makes express mention of a period where the offer is fixed.

2.2 Information we provide concerning the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) contains only approximations, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but rather descriptions or indications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal requirements or that represent technical improvements as well as the replacement of components with equivalent parts are permissible provided they do not impair usability for the contractually intended purpose.

2.3 Orders and changes to orders are only accepted by us when we have confirmed them. Confirmation shall include either receipt of a delivery note or invoice and the performance of the delivery or performance of services. If the Customer has objections to the content of a confirmation, the Customer must object to it immediately, at latest within three working days; otherwise the content of the confirmation shall be deemed to be accepted. The contract shall be concluded at the latest upon receipt of the delivery in accordance with our confirmation.

2.4 It is the Customer’s responsibility to check the order and all contractual documents to ensure they are complete, correct and suitable for their intended purpose.

2.5 In the case of blanket order contracts, we agree a delivery quantity with the Customer which the Customer calls off within the agreed period. Call-offs must be received by us no later than six weeks before the beginning of the respective delivery month.

3. Pri̇ce and payment condi̇ti̇ons; offsetti̇ng; retenti̇on

3.1 Our prices are quoted in INR plus the applicable statutory sales tax and excluding packaging and transport costs ex works. Customs duties, fees and other public charges shall be borne by the Customer in case of High Sea sales.

3.2 The prices apply to the scope of services and deliveries stated in the order confirmations. Additional or special services will be charged separately.

3.3 Our receivables are due and payable immediately in cash or by bank transfer, without any deduction, free of charges and within agreed days as per Purchase order from the invoice date. We reserve all our statutory rights in the event of default in payment.

3.4 The Customer shall only be entitled to rights of set-off or retention insofar as its counter-claim has been legally established or is undisputed or the counter-claim is based on the same contractual relationship.

3.5 We are entitled to offset our claims against the Customer’s claims at any time.

3.6 For the performance of works (assembly, repairs, maintenance and similar), we charge the hourly rates and material prices applicable at the time the services are completed; in the case of overtime and work performed at night, on Sundays and on public holidays, we also apply the surcharges applicable at our company; travel and waiting times are deemed to be working times. Travel expenses and daily and overnight allowances shall be invoiced separately. We will send price lists on request.

3.7 We are entitled to send you an electronic invoice (e.g. as a PDF document) via e-mail unless otherwise agreed. At our discretion we may also send a paper invoice.

4. Deli̇very; transfer of ri̇sk; delay i̇n deli̇very; non-avai̇labi̇li̇ty of servi̇ce; delay i̇n acceptance

4.1 We deliver FCA at our registered office or DAP/CPT to customer address (This is as per International incoterms).

4.2 Even if we undertake to ship at our own expense in individual cases, shipment shall always be at the Customer’s risk. We will only arrange transport or breakage insurance on behalf of and for the account of the Customer. If shipping or delivery is delayed for reasons beyond our control, the risk shall pass to the Customer as soon as the Customer has been notified that the goods are ready for delivery.

4.3 The delivery period commences with the mailing of the order confirmation, while the performance period for installation, maintenance or repair work commences when the equipment is available for performance.

4.4 The observance of dates and deadlines is always on condition that all commercial and technical issues between the parties have been clarified and that the Customer has met all its cooperation and performance obligations, including payment of an agreed down-payment. Otherwise, dates and deadlines shall be extended accordingly. We shall only be in default if we receive a written reminder from the Customer after the due date.

4.5 If we are unable to meet binding delivery times for reasons beyond our control (non-availability of service), we shall inform the Customer of this without delay and at the same time, insofar as possible, notify the Customer of the expected new delivery time. If a new delivery time is not foreseeable or if the service is also not available within a notified new delivery time, we will inform the Customer of this immediately and are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already paid by the Customer. A case of non-availability of service in this context shall be deemed to be the incorrect or late delivery of goods to ourselves by our supplier if we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we have no procurement obligation in the individual case.

4.6 We are entitled to make partial deliveries if (a) the partial delivery can be used by the Customer within the scope of the contractual purpose, (b) delivery of the remaining ordered goods is assured and (c) the Customer does not incur any significant additional effort or costs as a result (unless we agree to bear these costs).

4.7 We may withhold deliveries until such time as the Customer has paid all due claims arising from all business transactions.

4.8 The Customer is obliged to accept the delivery item on the agreed delivery date or, if a delivery date has not been agreed, within one week of notification of readiness for shipping. If it has been agreed that delivery of the goods requires a blanket order by the Customer, the Customer must call off and accept the goods within three months of conclusion of the contract, unless otherwise agreed.

4.9 If the Customer delays acceptance or fails to cooperate or if our delivery is delayed for other reasons for which the Customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For storage, we charge a flat rate of INR 4125 per week or part thereof for each pallet required to store the delivery items, starting from the agreed delivery date or, if a delivery date has not been agreed, after the expiry of one week from notification of readiness for shipping. We reserve the right to claim higher damages and assert our legal claims (in particular, compensation for additional expenses, withdrawal, termination); however, the flat rate shall be offset against further monetary claims. The Customer shall be entitled to demonstrate that we have incurred no damage whatsoever or significantly less damage than the aforementioned flat rate.

4.10 If the Customer does not comply with its obligation to accept the goods even after setting a deadline, we are entitled to withdraw from the contract. Claims for damages remain unaffected by a withdrawal.

4.11 For the performance of works, the Customer shall provide us with the necessary auxiliary materials (e.g. electricity) in good time and free of charge, even if installation is included in the price or a lump-sum price has been agreed for this. Any necessary arrangements to be made by the Customer for the installation, e.g. structural measures, shall be completed before our installers arrive. If any transport required in this context cannot be carried out at ground level, the Customer shall provide the necessary aids and equipment (e.g. counterbalanced lift truck, ramps, rails, winches) at its own expense. Furthermore, the Customer shall take the necessary safety precautions to protect persons and property.

5. Force majeure

5.1 If our deliveries or services are prevented, hindered or disturbed by force majeure, we shall be released from our performance obligations for the duration and to the extent of its effect, even if we are in default.

5.2 Force majeure is any event beyond our control which impairs our ability to fulfil all or part of our obligations; this includes, in particular, fire damage, flood, epidemics, industrial disputes, riots, acts of war or terrorism as well as operational disruptions or official orders for which we are not responsible. Force majeure also includes any instance where we do not receive, in good time, approvals from third parties required for the performance of deliveries despite these approvals having been applied for in good time.

5.3 If such events make the delivery or service significantly more difficult or impossible and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the case of hindrances of temporary duration, the delivery or service times shall be extended or the delivery or service times shall be postponed to the extent of the period of the hindrance plus a reasonable restart period. If the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration.

6. Retenti̇on of ti̇tle

6.1 We retain title to our goods (“reserved goods”) until all claims as well as future claims arising from the entire business relationship, including all ancillary claims, have been paid in full. In the case of running accounts, the reserved property shall be considered as security for the outstanding balance.

6.2 The Customer is entitled to sell goods subject to our retention of title in the course of its ordinary business operations. The Customer hereby assigns to us all claims arising from the sale, including all ancillary rights. We accept the assignment.

6.3 The retention of title extends to products resulting from the processing, mixing or combining of our goods at their full value, with ourselves being deemed the producer. Where our goods are processed, mixed or combined with goods of third parties and such third parties have retained title, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the reserved goods.

6.4 The Customer may not pledge the reserved goods or assign them as security. The Customer must notify us in writing when third parties access the reserved goods, in particular seizures Customer. The Customer is obliged to object to such seizures immediately, referring to our rights.

6.5 In the event of default in payment, we shall be entitled to withdraw from the contract in accordance with statutory regulations and to demand the immediate return of the goods.

6.6 We undertake to release reserved goods and assigned claims to the extent that the realisable value of the items given as security exceeds 110% of the secured claim. The release shall be effected by transfer of ownership or reassignment.

6.7 The costs of repossessing and reselling the reserved goods shall be borne by the Customer. The costs amount to a flat rate of %5 of the resell proceeds including sales tax, unless we demonstrate higher costs or the Customer demonstrates that no or lower costs were incurred.

7. Warranty

7.1 Scope

7.1.1 We warrant the quality and properties of our deliveries and services in accordance with the information provided in our offers or the technical specifications agreed in writing.

7.1.2 If a service is provided on the basis of a specification and requirements of the Customer, we warrant only that the service has been carried out in accordance with the details supplied by the Customer, but not the correctness of the corresponding design, composition and construction.

7.1.3 Deviations in dimensions, weight or quality which are customary in the trade or which are to be tolerated in accordance with Austrian, EN or DIN standards shall be deemed to be in accordance with the contract and shall not constitute a defect. Lack of suitability for a purpose desired by the Customer shall only constitute a defect if we have expressly confirmed the suitability for this purpose in advance.

7.1.4 We warrant the correctness of our processing instructions as well as our usage and operating instructions and our advice to the Customer. However, the Customer is alone responsible for compliance with statutory or other regulations when using the delivery item and for testing it for the intended purpose. We shall only be liable for instructions deviating from our written processing instructions and from our usage and operating instructions if we have expressly confirmed them to the Customer in advance in writing or via fax or e-mail.

7.1.5 Our products comply, insofar as necessary, with legal requirements in the European Union (EU). We warrant compliance with legal requirements in states outside the EU only if this has been expressly agreed.

7.1.6 In the case of corrective and preventive maintenance work, our warranty shall be limited to the services actually rendered.

7.1.7 We only warrant the correct overall functioning of an installation, machine, software or similar whose components were not all supplied by ourselves if we have undertaken – despite the provision of certain components by the Customer or by third parties – to manufacture the overall installation, machine, software or similar, and if faulty functioning is not attributable to incorrect or incomplete information from the Customer.

7.1.8 In the case of goods with digital elements or where we supply digital products, we are under no obligation to the Customer to update the digital product or element. However, where the Customer has resold goods with digital elements or digital products to a consumer, we shall see to it that the consumer is provided with updates necessary to ensure that the digital product or goods with digital elements satisfy the contract during the period that the consumer can objectively expect; the Customer shall be obliged to inform the consumer of such updates in an appropriate manner.

7.1.9 For software, moreover, the provisions relating to software contained in the Special Section apply (see B. I below).

7.2 Noti̇fi̇cati̇on of defects; burden of proof

7.2.1 The Customer shall carefully inspect the delivery items or services immediately after delivery or upon acceptance; they shall be deemed to have been approved by the Customer with regard to obvious defects if the Customer does not notify us in writing immediately, at latest within five working days (Monday to Friday excluding public holidays at the Customer’s registered office) after delivery. With regard to other defects, the delivery items or services shall be deemed to have been approved by the Customer if the Customer does not notify us in writing without delay, at latest within five working days after the time at which the defect became apparent; if the defect was already apparent at an earlier time during normal use, this earlier time shall, however, be decisive for the commencement of the period for notification of defects. In the case of goods intended for installation or other further processing, an inspection must in any case take place immediately prior to installation or processing.

7.2.2 The notice of defects must contain the number and date of the order confirmation, delivery note or invoice as well as the serial and commission numbers. The notice must set out which delivered items or services are affected by the defects, what the defects consist of in detail, and under what acompanying circumstances these defects occurred. Every single defect must be exactly described.

7.2.3 If the notice of defect is unfounded and the Customer knows or should have known or negligently failed to recognise this, the Customer is obliged to compensate us for the expenses incurred for the inspection.

7.2.4 Obligations under commercial law to carry out inspections and notify defects remain unaffected.

7.2.5 The Customer has to prove that defects coming to light during the warranty period were already present at the time of the transfer of risk.

7.3 Warranty peri̇ods

7.3.1 Unless different periods are specified in part B. Special Section of these terms or otherwise separate agreements have been executed, claims of the Customer due to a defect shall be subject to a limitation period of twelve months from delivery or, where acceptance is required, from acceptance; this shall not apply to the claims referred to in Clause 7.3.3.

7.3.2 For a period of a further twelve months (from the beginning of the 13th month to the end of the 24th month from delivery or acceptance), we will voluntarily provide the Customer with the materials needed to rectify any defects free of charge. The provision of materials according to Sentence 1 shall neither suspend nor restart the limitation period for the claims covered by Clause 7.3.1.

7.3.3 Claims for damages by the Customer arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents as well as claims for damages under product liability law, in particular under the Product Liability Act (Produkthaftungsgesetz), shall become time-barred in accordance with the applicable statutory provisions.

7.4 Warranty clai̇ms

7.4.1 In the event of defects, we shall, at our discretion, remove the defect (through rectification or improvement) or carry out a new delivery (subsequent delivery or replacement), together referred to as subsequent performance. Our right to refuse subsequent performance in accordance with statutory requirements remains unaffected. If subsequent performance fails, is unreasonable or refused, the Customer may lower the price or – in the case of not insubstantial defects – withdraw from the contract; if we are responsible for the defect, the Customer may claim damages within the limits of Clause 9.

7.4.2 The Customer shall provide the time and opportunity necessary to effect subsequent performance. The Customer shall send or transport the rejected goods to us for inspection and any necessary rectification after consultation with us. In the case of a replacement delivery, the Customer shall return the defective item to us in accordance with the applicable statutory provisions.

7.4.3 We are entitled to make subsequent performance dependent on the Customer paying the purchase price due. However, the Customer shall be entitled to retain a reasonable part of the purchase price proportionate to the defect.

7.5 Warranty exclusi̇ons

7.5.1 Warranty claims of the Customer are excluded or invalid if the installation instructions or usage and operating instructions provided by us or to be requested from us have not been observed, if the installation has not been carried out correctly and in compliance with relevant standards, in particular if it has not been carried out by a specialist company, if repair or other work has been carried out on the object of delivery or service without our consent, if it has been operated or used improperly, operated despite faulty protection devices or used contrary to our instructions or for purposes for which it is not intended, and furthermore if defects are attributable to the effects of foreign bodies, chemical influences, overvoltages, the behaviour of third parties or force majeure.

7.5.2 No warranty is given for material defects of used goods delivered by agreement with the Customer in individual cases.

7.6 Ri̇ghts of recourse

7.6.1 The Customer’s statutory rights of recourse against us remain unaffected.

7.6.2 The Customer can only assert rights of recourse insofar as no agreements have been made between the Customer and its customer that extend beyond the statutory rights relating to defects.

8. Speci̇al provi̇si̇ons for guarantee

8.1 For some of our delivery items and services, we issue a guarantee to end-customers or end-customers are able to register for them or obtain guaranties against payment. This neither affects nor restricts our statutory warranty obligations under these Terms and Conditions.

8.2 The guarantee options available in the individual business units Solar Energy, Perfect Welding (including and excluding Automation) and Perfect Charging as well as the associated guarantee conditions are set out in part B. Special Section of these Terms and Conditions.

9. Li̇abi̇li̇ty

9.1 We are not liable to compensate for minor negligence.

9.2 Furthermore our liability is limited to the order value. In the event of a claim for compensation arising from service or maintenance work, our liability shall be limited to the annual fee for the service in question. Liability for loss of profit, indirect or consequential damages, reputational damage or other immaterial damage is excluded in all cases. Our liability is further reduced by existing insurance claims or claims against third parties which may have to be asserted by the Customer with priority over liability claims against us.

9.3 With every order, the Customer is obliged to draw our attention expressly and in writing to the risk of unusually high damages; otherwise we shall not be liable for such damages. Unusually high damage shall be deemed to exist in particular if the Customer has given an undertaking to its customers or other third parties to pay a contractual penalty, lump-sum compensation or other payment in the event of a defect or delay which is related to our service to the Customer.

9.4 Liability claims against us shall become time-barred if they are not asserted in court within six months of becoming aware of the occurrence of the damage, but in any event within three years of the last partial delivery or – in the case of service or maintenance work – within three years of the service or maintenance work giving rise to the liability claim.

9.5 The above liability clauses apply to the same extent in favour of our executive bodies, legal representatives, employees and other vicarious agents.

10. Intellectual property ri̇ghts

10.1 All intellectual property rights, such as, copyrights, trademark rights, design rights, patent rights, utility model rights and know-how, as well as, non-protected inventions, industrial experience, trade secrets, to our delivery items and services as well as to manufacturing processes and all processes related thereto, their application, to components, to software (including source and object code as well as user documentation, algorithms, user interface, etc.), to processes, plans, sketches, descriptions, drawings, manuals, instructions and installation instructions, calculations, offers, quotations, other technical documents as well as samples, prototypes, catalogues, brochures, illustrations and the like – irrespective of the time at which they are disclosed to the Customer – belong exclusively to ourselves or our licensors. The Customer is granted the right only to use the subject matter of the contract for its intended purpose.

10.2 We reserve unrestricted title and copyright to offers, quotations, drawings and all other documents and supporting items; they must not be made accessible to third parties nor used for their or other purposes. If an order is not placed, the aforementioned documents and supporting items shall be returned or destroyed immediately at our request.

10.3 We are exclusively and fully entitled to claim rights to services, developments, findings, inventions and the like which arise within the context of services provided by us, even if a delivery or service is made on the basis of a Customer specification or the Customer otherwise contributes thereto. Any rights arising on the side of the Customer are automatically transferred to us when they arise, so that we become the sole owner of the rights and the party entitled to exercise them.

11. Confi̇denti̇ali̇ty

11.1 The contents of our offers are to be kept confidential. Any form of active or passive disclosure of all or part of the content requires our prior express written approval. The same applies to all contents of the contractual relationship with ourselves.

11.2 The Customer grants us permission to list the Customer as a reference customer in publicly accessible media (particularly the Internet), until such permission is withdrawn.

12. Health and safety

12.1 The Customer undertakes to comply with all statutory and other legally or contractually prescribed regulations with regard to the protection of the health and safety of all persons deployed within the scope of the execution of the order. Furthermore, the Customer shall remove hazards to our personnel and the personnel of any subcontractors or suppliers used for the entire duration of the service provision at the Customer or within the Customer’s area of responsibility.

12.2 We expressly reserve the right to withdraw our personnel and/or the personnel of our subcontractors/suppliers from the locations of the respective service provision, at short notice if need be, if the above-mentioned requirements cease to be met or in the event of a foreseeable, direct or indirect hazard. Any forms of such hazard constitute a hindrance and/or interruption attributable to the Customer. For the duration of the hindrance/interruption, we shall be released from our contractual obligations and fully indemnified and held harmless.

13. Data protecti̇on

We process personal data in accordance with our Data Privacy Statement (https://www.fronius.com/en-in/india/data-privacy-statement).

14. Appli̇cable law; di̇spute resoluti̇on

14.1 Indian Law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 If the Customer has its registered office in India, the place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be at Pune.

14.3 If the Customer has its registered office outside the European Union, Norway, Iceland or Switzerland, the place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be at Delhi or as may be mutually agreed.

15. Severabi̇li̇ty clause

If individual provisions of these Terms and Conditions of Delivery and Payment are legally ineffective, invalid or unenforceable, the effectiveness, validity and enforceability of the remaining provisions shall remain unaffected. In such a case, the parties agree that the provision in question shall be replaced by a provision which comes as close as possible to it in terms of its economic outcome and which is not ineffective, invalid or unenforceable and which comes as close as possible to the intention of the contracting parties at the time the contract was concluded. The same shall apply to any loopholes in the contract.

B. Speci̇al secti̇on

This Special Section of these Terms and Conditions of Delivery and Payment applies to the special areas contained therein in addition to the General Section.

I. Speci̇al provi̇si̇ons for software

16. Scope of servi̇ces; system requi̇rements; contract processi̇ng

16.1 The functional scope of the software is conclusively defined in the respective service description and/or user documentation.

16.2 We provide the Customer with software exclusively in object code. We may also provide the Customer with theassociated user documentation in purely digital form (e.g. as a PDF document or online help) at our discretion. Unless otherwise agreed, we shall provide software and user documentation in English only.

16.3 The software is standard software. It shall be adapted to special requirements of the Customer only in exceptional cases and only after express written agreement.

16.4 We provide installation and configuration services only in exceptional cases and only by separate agreement.

16.5 The system requirements for use of the software result from the respective service description and/or user documentation. It is the Customer’s responsibility to ensure that the Customer has a suitable and adequate hardware and software environment in line with the system requirements.

16.6 If we process personal data on the Customer’s behalf in connection with the software provided by us, we shall conclude a separate data processing agreement with the Customer in this regard.

17. Copyri̇ght noti̇ces; software protecti̇on

17.1 Copyright notices, serial numbers or other features intended to identify the program may not be removed from the software or changed.

17.2 The Customer shall take suitable measures to secure the software and, if applicable, the access data for online access against access by unauthorised third parties. In particular, all copies of the software as well as the access data shall be kept in a protected location.

18. Software purchase

If it is agreed that the Customer acquires the software on a permanent basis, this clause 18 shall also apply.

18.1 Granti̇ng of ri̇ghts

18.1.1 After the agreed fee has been paid, we grant the Customer a simple, non-exclusive right to use the software for the intended purpose for an unlimited period of time. The right of use is limited to the agreed number of users or number of devices. Depending on the type of licence agreed, the software may only be used by a maximum number of natural persons or on a maximum number of devices corresponding to the number of licences purchased by the Customer. Permitted use includes the installation of the software, loading into main memory and the intended use by the Customer. The number of licences and the type and scope of use shall otherwise be determined by the agreement reached, when applicable.

18.1.2 The Customer is entitled to make a backup copy if this is necessary to secure future use. The Customer shall visibly affix the note “Backup copy” as well as a copyright notice of the maker on the created backup copy. If software is provided with technical copy protection, the Customer shall receive a replacement copy at short notice upon request in the event of damage to a supplied data medium or the transmitted files.

18.1.3 The Customer may permanently transfer the acquired copy of the software to a third party, handing over the user documentation, if the Customer stops using the software entirely, removes all installed copies from its computers and deletes all copies on other data media or hands them over to us, unless it is legally obliged to retain them for a longer period. Upon request, the purchaser shall confirm to us in writing that the aforementioned measures have been carried out in full or, where applicable, explain the reasons for longer retention. The purchaser shall expressly agree with the third party to observe the scope of the rights of use in accordance with the provisions of this Clause18 and shall provide us with evidence of this upon request.

18.1.4 The Customer is only entitled to otherwise copy or decompile the software to the extent that this is provided for by law. For decompilation, however, this shall only apply on condition that we have not made the necessary information available to the Customer upon request within a reasonable period of time.

18.1.5 Furthermore, the Customer is not entitled to reproduce, distribute, rent out (in particular not as software as a service), make available to the public (e.g. via the Internet), sub-license or modify, translate, edit or otherwise rework the software in whole or in part. The Customer’s right to transfer use of the software for a limited period of time for neither direct nor indirect profit-making purposes (lending) remains unaffected.

18.1.6 If we provide the Customer with updates, upgrades and/or new versions of the software under the warranty or for any other reason, the following shall apply: The transfer of rights to the Customer is conditional upon the transfer of a newer, independently executable version of the software. The Customer shall receive rights of use to this newer software version to the same extent as to the previous software version; the rights to the previous software version shall expire at the same time; however, we will allow use of the previous version until the software provided has been installed or, in the event of defects in the software most recently provided, until these defects have been remedied.

18.2 Warranty

18.2.1 Our warranty upon sale of software shall be governed – subject to the deviations and additions in this Clause 18.2 – by Clause 7. In particular, Clauses 7.1.5 (compliance with legal requirements), Clause 7.1.8 (updates) and Clause 7.2 (notification of defects) shall apply.

18.2.2 We warrant the agreed quality and warrant that the Customer can use the software without infringing rights of third parties.

18.2.3 Our warranty does not apply to errors that are due to the software being used in a hardware and software environment that does not meet the requirements specified by us or to the fact that the purchaser has made changes and modifications to the software without being legally entitled to do so or other than on the basis of prior consent declared by us at least in text form.

18.2.4 In the case of updates, upgrades and deliveries of new versions, claims for defects shall be limited to the new features provided by the update, upgrade or new version compared to the previous version. If we provide the Customer with updates, upgrades or new versions free of charge without being legally obliged to do so, warranty and liability shall be governed by Clause21. In this case, the Customer is free to use the previous version (downgrade); we will make this available to the Customer again if required. Claims of the Customer due to defects of the previous version are excluded to the extent that these defects would be eliminated by installing the current version provided by us.

18.2.5 We shall also meet our obligation to remedy defects by providing reasonable and acceptable workarounds, providing updates with an automatic installation routine available to download from a website, informing the Customer about these and offering the Customer telephone support to solve installation problems. In the case of subsequent delivery, the Customer will accept any new version of the software unless this has unreasonable negative effects. In the event of defects of title, we will, at our own discretion, enable the Customer to use the contractual software in a legally unobjectionable manner or modify the software in such a way that the rights of third parties are no longer infringed.

18.2.6 Warranty claims of the Customer become time-barred after twelve months. Where a data carrier is provided, the limitation period shall begin at the time of its delivery. Where data is provided via download from the Internet, it shall begin after notification and activation of the access data for the download area. Where updates, upgrades and new versions are delivered, the limitation period for these items shall commence at the time each is provided. The foregoing is without prejudice to Clause 7.3.3.

18.2.7 If we have concluded a software maintenance agreement with the Customer, the period for removal of defects shall be based on the term of the software maintenance agreement.

19. Software mai̇ntenance

If it is agreed that we will provide the Customer with updates, upgrades and/or new versions of a sold software for a certain period of time, this Clause 19 shall also apply, unless a separate software maintenance agreement is executed.

19.1 Scope of servi̇ces; granti̇ng of ri̇ghts; warranty

19.1.1 We continuously develop the software and provide the Customer with the latest version of the software for download via the Internet during the term of the software maintenance agreement.

19.1.2 Wherever technically possible, we will eliminate any software errors within a reasonable period of time by providing updates, upgrades and/or new versions for download via the Internet. An error is deemed to exist if the software does not fulfil the functions specified in the service description, delivers faulty results or does not function properly in any other respect, such that use of the software is impossible or restricted. We provide our services based on the latest and immediately preceding versions of the software and on the interests of all software users. We do not provide troubleshooting for earlier versions of the software.

19.1.3 Concerning the granting of rights and the warranty for updates, upgrades and/or new versions, Clauses 18.1 and 18.2 apply mutatis mutandis. If we have granted the Customer rights to use software which is the subject of the software maintenance agreement to an extent that differs from the scope of Clause 18.1, we will grant the Customer rights to use updates, upgrades and/or new versions which we provide to the Customer under the software maintenance agreement to such different agreed extent.

19.2 Fees; durati̇on; termi̇nati̇on

19.2.1 The amount and due date of the fees shall be determined by the respective agreement.

19.2.2 If the contract is concluded for a fixed period, it ends at the end of the period without notice of termination being required.

19.2.3 If the contract is concluded for an indefinite period, it may be terminated by either party at six (6) weeks’ notice to the end of any calendar quarter.

19.2.4 The foregoing is without prejudice to the right of either party to terminate the contract with immediate effect for good cause.

19.2.5 Notice of termination must be served in writing.

20. Software leasi̇ng

If it is agreed that the Customer may use the software for a limited period, this Clause 20 shall additionally apply.

20.1 Granti̇ng of ri̇ghts

20.1.1 After payment of the agreed fee, we will grant the Customer a simple, non-exclusive, non-transferable and non-sublicensable right for a limited period of time to use the software as intended. In all other respects, Clause 18.1.1 shall apply mutatis mutandis.

20.1.2 Clauses 18.1.2 and 18.1.4 shall apply mutatis mutandis. Furthermore, the Customer is not entitled to reproduce, distribute, lend, rent out (in particular not as software as a service), make available to the public (e.g. via the Internet), sub-license or modify, translate, edit or otherwise rework the software in whole or in part.

20.1.3 Clause 18.1.6 applies mutatis mutandis.

20.2 Scope of servi̇ce

20.2.1 We continuously develop the software and provide the Customer with the latest version of the software during the agreed period.

20.2.2 Wherever technically possible, we will eliminate any software errors within a reasonable period of time. An error is deemed to exist if the software does not fulfil the functions specified in the service description, delivers faulty results or does not function properly in any other respect, such that use of the software is impossible or restricted.

20.3 Speci̇al condi̇ti̇ons for provi̇si̇on vi̇a the internet

20.3.1 In the event that the software is provided via a server operated by us or on our behalf (Software as a Service, SaaS), this Clause 20.3 shall additionally apply.

20.3.2 The Customer requires an Internet connection in order to use the software. Further requirements result from the service description, the user documentation and the system requirements.

20.3.3 We are not responsible for the permanent availability of the application and are entitled to restrict or terminate its use in whole or in part if necessary with regard to capacity restrictions, security or integrity. Furthermore, the application is wholly or partially unavailable during maintenance periods (e.g. when new software is being installed); we will endeavour to schedule planned maintenance periods at times of low use if possible.

20.3.4 We shall provide the Customer with the storage space on a server required for the intended use of the software. The Customer is not entitled to make this storage space available to a third party. The Customer undertakes not to store any unlawful content or content that is in breach of laws, official requirements or the rights of third parties on the storage space provided.

20.3.5 The Customer is itself responsible for the entry and maintenance of its data and information required in order to use SaaS services. The Customer is obliged to check its data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.

20.3.6 It is the Customer’s responsibility to back up its data on a regular basis. We shall not be liable for loss of data where such loss is due to the Customer’s failure to carry out regular data backups so as to ensure that lost data can be restored with reasonable effort. The foregoing is without prejudice to Clause 9.

20.4 Fees; durati̇on; termi̇nati̇on

20.4.1 The amount and due date of the fees shall be determined by the respective agreement.

20.4.2 If the contract is concluded for a fixed period, it ends at the end of the period without notice of termination being required.

20.4.3 If the contract is concluded for an indefinite period, it may be terminated by either party at six (6) weeks’ notice to the end of any calendar quarter.

20.4.4 The foregoing is without prejudice to the right of either party to terminate the contract with immediate effect for good cause.

20.4.5 Notice of termination must be served in writing.

20.4.6 In the event of termination, the Customer shall cease using the software and remove all installed copies of the software from its computers and destroy any backup copies of the software that have been made.

20.5 Warranty (mai̇ntenance)

20.5.1 Where software is leased, our warranty shall be governed – subject to the deviations and additions in this Clause 20.5 – by Clause 7.

20.5.2 Notwithstanding Clause7.1.8, we warrant that the software will remain compliant with the contract (through updating) during the term of the contract and that no third party rights will prevent use of the software in compliance with the contract.

20.5.3 For defects already existing at the time the contract was concluded, we are only liable for compensation if we are found to be at fault through an adjudication process. The foregoing is without prejudice to Clause 9.

20.5.4 Clause 18.2.3 applies mutatis mutandis.

21. Provi̇si̇on of software free of charge

If we provide the Customer with software free of charge, whether for an unlimited period of time (gifted) or for a limited period of time (lent), this Clause 21 shall additionally apply.

21.1 Granti̇ng of ri̇ghts

For the granting of rights, the provisions in Clause 18.1 and/or Clause 20.1 apply mutatis mutandis.

21.2 Warranty; li̇abi̇li̇ty

21.2.1 In the event of material defects, we shall be liable for direct damage caused to the Customer because a defect in the software was fraudulently concealed from the Customer, and for consequential damage caused by defects due to intent or gross negligence on our part. Any further warranty for material defects is excluded. The Customer shall have no claim to the rectification of errors.

21.2.2 In the event of defects of title, we shall only be liable for damages incurred by the Customer because a defect of title to the software was fraudulently concealed from the Customer. Any further warranty for defects of title is excluded.

21.2.3 We are only liable for intent and gross negligence, any further liability being excluded. However, liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.

II. Speci̇al provi̇si̇ons for our busi̇ness uni̇t solar energy

22. Warranty

The warranty for deliveries and services of our Business Unit SOLAR ENERGY shall be governed by the provisions of the General Section (Clause 7).

23. Guarantee

End-customers (both consumers and businesses) may be entitled to a guarantee for products of our Business Unit SOLAR ENERGY by separate agreement. The respective Fronius guarantee conditions apply, available at www.fronius.com/solar/warranty. The guarantee period can be extended by the end-customer against payment in accordance with the Fronius guarantee conditions.

III. Speci̇al provi̇si̇ons for our busi̇ness uni̇t Perfect Welding (excludi̇ng automation)

24. Warranty

24.1 The warranty for deliveries and services of our Business Unit PERFECT WELDING (excluding AUTOMATION) shall be governed – subject to the deviations and additions in this Clause 24 – by the provisions of the General Section (Clause 7).

24.2 Clause 7.3.2 only applies to:

a. Welding systems and components that are marked with a serial number and not custom-made;

b. Virtual Welding welding and peripheral devices;

c. Accessories: welding equipment (e.g. helmets, AirSystems, mobile extractor units).

24.3 Notwithstanding Clause 7.3.1, a warranty period of 6 months shall apply to welding torches and torch bodies (e.g. TIG, Mig/Mag, MMA, Push & Push/Pull robot torches, LaserHybrid and special versions, Twin, CMT Twin, CMT Hand, Push/Pull & Pull MIG torches, hosepacks) of gas-cooled or water-cooled design, as well as consumables and wearing parts (e.g. fuses, inner liners, feed rolls, contact tips). This excludes CMT Robacta Drive of gas-cooled or water-cooled design, to which A.7.3.1 applies.

24.4 Notwithstanding Clause 7.5.2, a warranty period of 6 months applies to used goods.

25. Guarantee

For products of our Business Unit PERFECT WELDING (excluding AUTOMATION), end-customers (both consumers and businesses) can obtain guaranties against payment or activate them by registering, subject to a separate agreement. The respective Fronius guarantee conditions apply, available unter https://www.fronius.com/en/welding-technology/products/services/support/extended-warranty/extended-warranty

IV. Speci̇al provi̇si̇ons for automation i̇n the busi̇ness uni̇t Perfect Welding

The following provisions apply to our deliveries and services and payments to us in the Automation field (Business Unit PERFECT WELDING) in addition to the provisions in the General Section:

26. Deli̇very

26.1 Subject to the agreement of a different delivery date, we shall deliver at the earliest 20 weeks after the contract is concluded.

26.2 We deliver FCA at our registered office (Incoterms 2020). Clause 4 remains unaffected in all other respects.

27. Acceptance; operati̇onal handover

27.1 As soon as the object of sale is ready for collection, we shall notify the Customer accordingly. If agreed, preliminary acceptance (Factory Acceptance Test, FAT) will then take place in our factory within two weeks of notification of readiness for collection.

27.2 The Customer shall collect the object of sale or have it collected within two weeks after notification of readiness for collection or within one week after successful preliminary acceptance.

27.3 Within 45 days after collection or other delivery, final acceptance (Site Acceptance Test, SAT) will take place at the Customer’s place of business or any other agreed place of use of the object of sale.

27.4 The Customer may not refuse either preliminary acceptance or final acceptance due to non-significant defects.

27.5 The object of sale shall also be deemed to have been accepted if final acceptance has not taken place within the period specified in Clause 27.3, without our being responsible for this and without the Customer having refused acceptance within this period indicating at least one significant defect.

27.6 The object of purchase shall be put into operation as part of final acceptance. The parties will draw up a joint record of final acceptance. Final operational handover to the Customer shall only take place if the object of purchase is in a perfectly safe condition; in this case we shall hand over a signed Declaration of Conformity to the Customer. The Customer may not operate the object of purchase without a corresponding operational handover and Declaration of Conformity issued by us. The Customer shall only allow the object of purchase to be operated by trained personnel.

27.7 If final acceptance does not take place immediately through no fault of our own, the final partial payment shall become due upon use of the delivery item by the Customer, but the unit shall be deemed to have been accepted no later than 45 days after delivery.

28. Pri̇ce and payment condi̇ti̇ons; ri̇ght of retenti̇on

28.1 Unless otherwise agreed and subject to Clause 28.2, the following payment conditions shall apply:

28.1.1 50% of the agreed purchase price shall be paid by the Customer as a down-payment immediately after conclusion of the contract within 14 days after receipt of the down-payment invoice.

28.1.2 40% of the agreed purchase price shall be paid by the Customer within 14 days after notification of readiness for collection or – if preliminary acceptance has been agreed – within 14 days after successful preliminary acceptance, but at the latest before the object of purchase is commissioned in the Customer’s works. If we still must carry out non-significant rework after preliminary acceptance, this shall not entitle the Customer to withhold this purchase price instalment. Rework is non-significant if the intended use of the object of sale does not depend on the performance of this rework.

28.1.3 10% of the agreed purchase price shall be paid by the Customer within 14 days after final acceptance, or implied final acceptance pursuant to Clause 27.5.

28.2 The payment conditions shall apply subject to a positive cover check by our credit insurer, failing which full payment in advance shall be deemed to be agreed immediately after the contract is concluded.

29. Warranty

29.1 The warranty for deliveries and services in the AUTOMATION area of our Business Unit PERFECT WELDING is based on the provisions of the General Section (Clause 7) with the following deviations and additions in this Clause 29.

29.2 For

a. Automation and mechanisation components,

b. Orbital welding systems and orbital spare parts and

c. Orbital units (in particular FCH, FOH, FPH 3020, FPH 3030)

the warranty period stipulated in Clause 7.3.1 applies exclusively. Clause A.7.3.2 does not apply.

29.3 Where products of the Business Unit PERFECT WELDING (excluding AUTOMATION) are sold, the restrictions set out in Clause 24 apply.

29.4 The limitation period for warranty claims shall commence upon final acceptance or implied final acceptance pursuant to Clause 27.5.

V. Speci̇al provi̇si̇ons for our busi̇ness uni̇t perfect charging

30. Warranty

The warranty for deliveries and services of our Business Unit PERFECT CHARGING shall be governed by the provisions of the General Section (Clause 7).

31. Guarantee

For products of our Business Unit PERFECT CHARGING, end-customers (both consumers and businesses) can obtain guaranties against payment or activate them by registering, subject to a separate agreement. The respective Fronius guarantee conditions apply, available at https://www.fronius.com/en/battery-charging-technology/warranty-extension

We think you are located in a different country

The country currently selected is India. Would you like to stay on this page or do you want to switch to the local website?

Remember my settings

General terms and conditions

1. Applicability

1.1 All deliveries and other services effected by ourselves, and all payments made to us, shall be exclusively governed by these Terms of Delivery and Payment. Insofar as applicable provisions may be found to be missing therefrom, the General Terms of Delivery of the Austrian Electrical and Electronic Industries shall apply in a subsidiary manner; in all other regards, Austrian laws and regulations shall apply. If any business terms of the Ordering Party’s are at variance with these General Terms of Delivery and Payment, we shall only be bound by such divergent terms if we have expressly recognised the same by letter or by telefax.

1.2 In taking delivery of the goods and/or service, the Ordering Party acknowledges the exclusive applicability of our Terms of Delivery and Payment.

2. Offers

2.1 Our offers are without engagement and subject to alteration, unless the offer makes express mention of a period of engagement. Documents pertaining to our offers – such as drawings, illustrations, samples and patterns, and dimensional, weight, performance and consumption data – contain or themselves constitute only approximate data and are not deemed to be specially agreed characteristics unless otherwise provided. We retain the right to effect modifications for engineering reasons.

2.2 We reserve the proprietary rights and copyright to all cost estimates, drawings and other documents; these may neither be disclosed to any third party nor used for the purposes of any third party.

3. Acceptance of the order; supplementary agreements

Acceptance of an order, and any undertakings or supplementary agreements made by our employees, as well as amendments and alterations of any kind, shall not be binding upon us until we have issued written confirmation by letter, telefax or e-mail.

4. Price and payment conditions; offsetting

4.1 Prices are always the list prices valid on the date of delivery. They are ex-works prices (EXW [Incoterms in the latest version]), exclusive of packaging, insurance, loading at the factory and value-added tax; the packaging will not be taken back.

4.2 Payments are to be made net cash, without any deduction and free of charges, within 30 days of the invoice date. It shall be for us to decide which claims or partial claims of the Ordering Party’s may be offset against such payments.

4.3 If any changes in order execution are necessitated by circumstances where risk is borne by the Ordering Party, then this latter shall bear all additional costs thereby incurred.

4.4 If the payment period is exceeded, we shall be entitled to charge default interest at a rate of ten percentage points above the applicable base rate announced by the Austrian National Bank, plus the collection costs, such amounts to total at least 12% p.a. of the overall claim. This is without prejudice to any further consequences of default in payment.

4.5 It is inadmissible for the Ordering Party to withhold payments or to offset these against counter-claims which are contested by ourselves.

4.6 Where the Ordering Party holds claims against ourselves, we are entitled to offset these against our own claims against the Ordering Party, at any time.

4.7 For services performed under contracts for work and materials (installation, repairs, maintenance and other such work), we shall charge the hourly rates and materials-prices applicable at the time of completion, plus our applicable surcharges for any overtime, night-time, Sunday and public-holiday working; travel and waiting times are counted as working hours. Travel expenses and daily and overnight allowances will be invoiced separately.

5. Performance, shipping and default

5.1 The delivery period commences with the mailing of the order confirmation note, while the performance period for installation, maintenance or repair work commences when the equipment is handed over. On no account, however, shall the delivery or performance period start to elapse sooner than 14 days after the time when the Ordering Party has furnished us with the documents (e.g. engineering drawings, plans etc), permits or approvals which it is responsible for procuring, or when it has made the agreed pre-payment. The delivery or performance deadline is deemed to have been met if we have notified the Ordering Party prior to such deadline of our readiness to deliver or perform; in cases where a special agreement obliges us to dispatch or deliver, the delivery or performance deadline shall be deemed to have been met if the object of delivery or performance has left our factory prior to such deadline.

5.2 Delivery or performance periods are extended for the duration of any unforeseen impediments lying outside our sphere of influence, such as stoppages, major personnel outages, unlawful strikes, delays in supplies of essential raw materials or components or the like, as well as by circumstances where risk is borne by the Ordering Party, to the extent that these impediments and/or circumstances are of material relevance to the failure to meet the deadline. Impediments and/or circumstances of this nature also annul the consequences of a default for which we would otherwise be liable, for the duration of such impediments; any contractual penalty obligations which may have been agreed for specific instances shall entirely cease to apply. Immediate notification is to be given of the beginning and end of such impediments. We are entitled to terminate the contract, in whole or in part, if such impediments should occur. In this case, unless the Ordering Party proves gross negligence on our part, damages claims from the Ordering Party shall be inadmissible.

5.3 If agreed delivery or performance deadlines, or deadlines that have been extended in accordance with 5.2 above, are exceeded by more than four weeks, the Ordering Party shall be entitled to terminate the contract, having granted us at least 14 days’ extra time by notice given to us in a registered letter. Unless the Ordering Party proves gross negligence on our part, damages claims from the Ordering Party shall be inadmissible in this case.

5.4 If the Ordering Party incurs a loss from a delay for which we are liable, then it shall be entitled to compensation amounting to 0.5% per whole week - up to a maximum of 5% - of the value of that part of the delivery which cannot be used in time or for its intended purpose as a result of the delay. For other services, the compensation shall be 5% of the remuneration. Any damages claims going beyond the above shall be inadmissible, as shall claims for damages in consequence of delays on the part of our suppliers, unless gross negligence is proven on our part.

5.5 In cases where we have undertaken to effect shipping, the mode and route of shipping shall be for us to decide. Goods are always shipped at the Ordering Party’s risk and expense. We shall only be liable for damage if gross negligence is proven on our part. We shall only take out transport / breakage insurance by order and for the account of the Ordering Party.

5.6 We are entitled to effect part-deliveries.

5.7 Our compliance with the delivery period shall be contingent upon the Ordering Party having fulfilled its contractual obligations in all pending, still-to-be-completed business transactions.

5.8 If shipping is delayed due to circumstances where risk is borne by the Ordering Party, then this latter shall bear all resulting additional costs, such as those for storage at our factory, but with a minimum monthly charge of 0.5% of the invoice amount. In such a case we shall also be entitled to grant the Ordering Party a grace period of at most 14 days, and if this period should expire to no avail, we shall then be entitled, at our own discretion, either to make alternative arrangements regarding the article(s) to be delivered and to effect delivery to the Ordering Party within a suitably extended period of time, or to terminate the contract and claim damages for breach of contract. In this latter case, we are entitled, without having to furnish any particular proof, to require 10% of the remuneration for the intended delivery as indemnification. Where appropriately substantiated, we can also claim compensation for any damage over and above this amount.

5.9 In the case of goods ordered on call, or ordered for production with no shipping instructions, delivery must be taken within three months. If this time limit elapses unused, then 5.8 shall apply analogously.

5.10 For services performed under contracts for work and materials (4.7), the Ordering Party is to provide us with the necessary equipment and auxiliary materials (e.g. winches, rails, electricity etc.) in good time and at no charge, even if installation is included in the price (4.1) or if a flat-rate price has been agreed for this. Any works needing to be carried out by the Ordering Party preparatory to installation, e.g. building work, must be completed prior to the arrival of our installation technicians. Furthermore, the Ordering Party must take all safety precautions needed for the protection of persons and property. We shall not accept liability for the ancillary personnel, equipment and auxiliary materials which may be placed at our disposal unless gross negligence is proven on our part.

6. Passage of risk

6.1 Risk shall pass to the Ordering Party as soon as the articles to be delivered, or the articles on which we have performed maintenance, repair or other work, have left our factory. The same shall also apply to part-deliveries or in cases where we have undertaken to bear the shipping charges or to perform delivery, setting-up, assembly, installation or other similar services. If the maintenance, repair or other work is carried out in the domain of the Ordering Party, then risk shall pass to this latter as soon as it has received notification that the work in question has been completed.

6.2 If there is any delay in dispatching or delivering the shipment for reasons for which we are not liable, the risk shall pass to the Ordering Party as soon as it has been notified that the consignment is ready for delivery.

7. Retention of title; rescission

7.1 We shall retain title to the article(s) delivered until our purchase-price claims, and all other claims that we have – on whatever legal grounds – against the Ordering Party, have been settled in full.

7.2 The Ordering Party is only permitted to re-sell the article delivered – even if this has been joined to other items or subjected to processing – in the course of its company’s regular business operations. However, this permission is precluded if the resulting claims are assigned to third parties or are the subject of an assignment prohibition, or if the Ordering Party is insolvent or in default with the performance of its contractual obligations. No other manner of disposition whatever is permitted to the Ordering Party. In the event of distrainment, confiscation or other disposition by third parties, the Ordering Party is to notify us hereof immediately. Our legal expenses incurred in connection with the enforcement of our title are to be borne by the Ordering Party.

7.3 The Ordering Party assigns to us even now its claims and other rights from the re-sale, rental or leasing of the article delivered, even if this latter has been joined together with other items or subjected to processing; the Ordering Party shall make an entry to this effect in its books. If the article delivered is sold or placed into the hands of a third party for such party’s use together with other items (regardless of whether or not it has been joined to any such items or subjected to processing), then the receivables claim shall only be assigned up to the amount of the purchase price owed to ourselves. This is without prejudice to any further damages claims.

7.4 The Ordering Party is only entitled to collect the claims and to assert the other rights to the extent that it has met its payment obligations towards us and is not insolvent.

7.5 If the Ordering Party should act contrary to the terms of the contract – in particular by being in arrears with payment or with any other contractual obligation, and/or by being insolvent – we shall be entitled, at our own discretion, either to terminate the contract without granting any grace period or, while leaving the contract in force, to take back the article delivered or to forbid it to be used. We shall also be entitled to sell the taken-back article in the open market; after deduction of a handling fee of 10% of the proceeds thus realised, the remainder will be debited from the total of our outstanding claims against the Ordering Party. Pending return of the article in the event of our terminating the contract, we shall charge the Ordering Party a usage fee of 5% of the original value of the article, unless the actual diminution in its value is even greater.

8. Warranty

8.1 We give no warranty for ordinary deviations in size, weight or quality (or as tolerated by ÖNORM, EN or DIN standards), and also no warranty for information given regarding the suitability of the article(s) to be delivered for the purpose contemplated by the Ordering Party, or for any other particular purpose.

8.2 Although we warrant the correctness of our processing instructions, user/operating manuals and customer advisory service, compliance with statutory or other regulations when using the articles delivered, and the testing of these articles for the purpose envisaged, shall remain the sole responsibility of the Ordering Party. We shall only be answerable for any instructions differing from our written processing instructions and user/operating manuals if we expressively previously confirmed these deviations to the Ordering Party in writing, either by letter, telefax or e-mail.

8.3 Articles or services supplied must be inspected by the Ordering Party immediately after delivery has been taken of them. Any defects must be reported to us immediately upon being discovered, in a written notice sent by letter, telefax or e-mail quoting the number and date of the order confirmation note, of the delivery note or of the invoice, and the serial and commission numbers. If the Ordering Party omits to make this immediate notification, it may no longer assert any warranty claims or claims for compensatory damages on account either of the defect itself or of any misapprehension as to whether the delivery or service was free of defects. The notice must set out which delivered items or supplied services are affected by the defects, what the defects consist of in detail, and under what concomitant circumstances these defects occurred. Every single defect must be exactly described. Any costs which we incur as a result of unjustified notices or notices that are otherwise at variance with the conditions of use are to be refunded to us by the Ordering Party.

8.4 In the case of corrective and preventive maintenance work, our warranty shall be limited to the services actually rendered. We shall only warrant correct functioning of an installation, machine, Software or the like whose components were not all supplied by ourselves if we provable have undertaken – despite the provision of certain components by the Ordering Party or by third parties – to manufacture the installation (or machine etc.) as a whole, and if the faulty functioning in question is not attributable to incorrect or incomplete information from the Ordering Party.

8.5 Unless otherwise agreed, the warranty period shall be 24 months. From the beginning of the 13th month of this period, however, our warranty shall be limited to making available, free of charge, the items needed for remedying the defects; from this time onwards, any warranty claims going beyond the above shall be inadmissible. This period limitation also applies to the supply of items deemed to be immovable and to work on items which are, or are deemed to be, immovable. The warranty period shall start to elapse upon the passage of risk in accordance with Point 6. The Ordering Party must always prove that defects coming to light during the warranty period were already present at the time of the passage of risk.

8.6 In cases where we do give warranty, we shall – at our own discretion and within a reasonable period of at least 4 weeks’ duration – either exchange the defective article itself, or its defective components, for a defect-free article or defect-free components, or remedy the defect(s), or grant the Ordering Party a reasonable reduction in price, or (unless the defect in question is a minor one) cancel the contract. The warranty period is not prolonged by the exchange of the item or of parts or components belonging to the item. If, however, the remainder of the warranty period – including that part of the period during which our warranty is limited to free provision of the requisite materials in accordance with Point 8.5 – lasts for less than twelve months, then the warranty period for the exchanged items, parts or components shall be extended to twelve months. The items, parts or components thus exchanged shall become our property. We shall not refund the costs for any actual or attempted remedying of a defect by the Ordering Party or by any third party.

8.7 To the extent that is necessary and may reasonably be expected of the Ordering Party, the object of delivery or performance, or the defective part(s) thereof, are to be dispatched or shipped to us immediately at our request, at the Ordering Party’s risk and expense, failing which any and all warranty obligation on our part shall become void.

8.8 The Ordering Party is not entitled to withhold payments on account of warranty claims or other counter-claims not recognised by ourselves.

8.9 Warranty claims from the Ordering Party are excluded in cases where the installation, user and operating manuals provided by ourselves, or to be requested from us by the Ordering Party, have not been observed, or where the user has not been (fully) obligated to observe such instructions; if the installation work has not been performed properly and in accordance with the relevant Standards, and in particular if was not carried out by licensed contractors; if any corrective maintenance or other work has been performed on the object of delivery or performance without our consent; if it has been improperly operated or used, or operated despite its protective features being faulty, or taken out of the contract territory without our consent, or used contrary to our instructions or for purposes for which it is not intended; and, moreover, where defects are attributable to foreign object damage, chemical influences, overvoltage, the conduct of third parties or to force majeure; the same applies in respect of natural wear-and-tear.

8.10 Our warranty is also excluded in cases where we have been contracted to carry out repair-orders, to alter or modify used items, or to supply such items.

8.11. Finally all warranty claims shall be excluded if the Ordering Party installs third-party components or replacement parts in our delivery items or services provided by us which have not been expressly recommended by us prior there to.

8.12. In addition to the rights of the Ordering Party in accordance with Point 8.6. regarding the delivery of inverters for photovoltaic systems the guarantee in accordance with the guarantee conditions of Fronius shall apply, available at https://www.fronius.com/en/photovoltaics/products/all-products/solutions/fronius-service-solutions/fronius-warranties/fronius-warranties.

9. Damages and product liability

9.1 We shall only accept unlimited liability for damage, of whatever kind, to the extent that the Ordering Party proves that we ourselves brought about this damage either knowingly and wilfully or grossly negligently. If the Ordering Party proves that we have caused damage in an ordinarily negligent manner, our obligation to indemnify shall be limited to the damage actually incurred, and, moreover, to a maximum overall amount not exceeding the total order value. Furthermore, claims of this type may only be enforced at law if asserted within six months of the damage in question becoming known.

9.2 In the event that we are taken to law by a third party where we have produced and delivered in accordance with the drawings, designs, models or other documents provided by the Ordering Party, the Ordering Party shall indemnify and save us harmless.

9.3 When using the installations, machines and other articles delivered by ourselves, the Ordering Party is obliged to painstakingly observe all safety regulations, technical rules, installation regulations, operating instructions and user manuals, and in particular all regulations applying to the electrical engineering field, and to allow only authorised skilled personnel to operate the equipment.

9.4. Any liability for damage caused by the installation or use of third-party components or replacement parts with our delivery items, which have not been verifiably and expressly recommended by us, shall be excluded.

10. Consent to data protection

Client shall agree that Fronius International GmbH and its subsidiaries may collect, process and use personel data (such as name, address, email address), if applicable also by commissioning a service provider, for the purpose of sending information regarding products and services of any kind (e.g. by post, email, newsletter and more). A dissemination to externals in excess thereof shall not occur (excluded are legal or judicial obligations to provide information). The consent may be objected at any time in writing, in the newsletter there is also a link to unsubscribe.

11. Final provisions

11.1 The place of performance for deliveries, other services and payments, and the sole place of jurisdiction, shall be Wels, Austria. However, we shall also be entitled to go to law against the Ordering Party at the court which has “in-rem” and territorial jurisdiction under the relevant regulations for the Ordering Party’s commercial domicile or place of residence.

11.2 The Ordering Party is aware that in international commerce, it is common practice that an agreement regarding the place of jurisdiction can also be entered into, in a formally effective manner, as a result of tacit acquiescence or non-reaction to a confirmatory business letter such as an order confirmation note containing a pre-printed reference to the place of jurisdiction. The Ordering Party is familiar with this commercial usage, especially in the field of business of Fronius International GmbH, and heeds it regularly.

11.3 Legal disputes arising out of the contract are to be governed by Austrian law and by the commercial practice prevailing at the place of performance. The UN Convention on Contracts for the International Sale of Goods, on the other hand, shall not be applicable (Austrian Federal Gazette 1988/96).

12. Special provisions for software supplied together with ordered items or software supplied separately

For software delivered together with other items or for software delivered separately (hereafter “software”) these Terms and Conditions of Delivery and Payment only apply insofar as these do not deviate from the following conditions or from conditions agreed upon separately with the Ordering Party.

12.1 Scope of use

12.1.1 All rights of intellectual property, such as copyright, trademark rights, design rights, patent rights, utility model rights and know-how, as well as in particular unprotected inventions, commercial experience, trade secrets and such like, independent from the time these were disclosed to the Ordering Party, shall be reserved at any time by us or our licensors. The Ordering Party shall have the right to use the software after payment of the agreed sum exclusively for his own purposes in accordance with the acquired number of licences. With the present contract only the authorization to use the software is acquired. Dissemination by the Ordering Party shall be excluded in accordance with the copyright law. With a possible participation of the Ordering Party in producing the software no rights other than the specified usage laid out in Section 12 are acquired. The Ordering Party may only use the software simultaneously on one device, which one is his decision. Usage of the software shall constitute any long-term or even any temporary duplication (copying) of the software, whether in whole or also only in part, by saving, loading, running or displaying for the purpose of execution of the software and processing of the data contained therein by the hardware. He shall not be authorized to copy the user manual.

12.1.2 The Ordering Party shall be permitted to make copies of the software for archival and data protection purposes on condition that there is no explicit prohibition in the software or any accompanying material (instruction manual, packaging, etc.) and that all copyright and proprietary notices are transferred unchanged in these copies. Retranslations of the programme code (decompilation) exceeding the legal provisions shall not be permitted.

12.1.3. If the software is equipped with technical copy protection, the Ordering Party shall in the case of damage be supplied with a replacement copy after restitution of the data carrier.

12.2 Further rights.In the event of availability of a new software version the Ordering Party shall be entitled to exchange the supplied software package for a similar software package of the new version at our listed update price; the exchange implies the software package as a whole, as it was acquired by the Ordering Party. With the exchange Ordering Party´s permission to use the exchanged software package shall expire. In such an event the Ordering Party shall immediately and completely destroy all copies, partial copies and backup copies as well as altered or revised versions of the software and the copies, partial copies and backup copies made thereof.

12.3 Warranty

12.3.1 The Ordering Party shall note that it is not possible to develop software programmes in such a manner that these are free from defects for every application condition.

12.3.2 We shall warrant that the supplied software fulfils the agreed functions and has the expressly guaranteed properties. Requirement for any warranty is usage according to contract. A defect for which we are responsible shall only be deemed to exist if the software does not function according to the most recent version of the corresponding performance description/documentation and if this is reproducible by the Ordering Party. In order to carefully examine possible occurring defects the Ordering Party shall be obliged to support us in the rectification of any defects.

12.3.3 We further shall warrant that the original software is duly recorded onto a tested data carrier. Excepted here from are previously installed software and third-party software products.

12.3.4 Software defects shall be documented by the user and we shall be notified in writing with immediate effect; otherwise 8.3 shall apply.

12.3.5 The warranty period shall always be twelve months; the period commences with the dispatch of the software package.

12.3.6 If the software package is not usable or defect (12.3.2), we shall exchange it primarily for a new one of the same title or for an adequate alternative solution. If this also proves to be unusable or defect and if we are not in a position to make it usable with adequate effort within an adequate time, but at least within a period of four weeks, the Ordering Party may demand a price reduction or a change. Costs of defect rectification by the Ordering Party or a third person shall not be compensated by us.

12.3.7 In excess of this (12.3.6) we shall not provide warranty, in particular not in the case of the supplied software not meeting the special requirements of the Ordering Party or user, and also not for altered or revised versions of the software (point 12.1.2), unless the Ordering Party can prove that the defects are not connected to the alterations or revisions. The Ordering Party itself is solely responsible for the selection, installation and usage of the software as well as for the results intended therewith.

12.3.8 In the event of unjustified assertion of defects in the software we shall be entitled to charge the Ordering Party with any incurred costs according to valid cost rates.

12.3.9 A change of the end-user shall exclude any warranty claims

12.4 Compensation

12.4.1 All further claims of the Ordering Party or third persons, in particular claims for compensation for damages of any kind, shall be excluded, unless the injured party can prove that the damage was caused by us either intentionally or due to gross negligence.

12.4.2 Otherwise Point 9 shall apply accordingly..

I have read and do accept general terms and conditions

The current page does not exist in the target language.

Company