General webshop terms and conditions for consumers purchasing at a distance (Webshop Terms and Conditions)

Valid dating from 1st July 2017

1. VALIDITY AND INFORMATION (§ 5 ECG) AND DISCLOSURE (§ 25MEDIENG)

1.1 For the use of FRONIUS Solar.web and our services, i.e. goods and services from Fronius International and/or national Fronius companies (see section 4), which are ordered by the customer from our remote sales department, and for payments to us, these Terms of Use and Online Store apply exclusively. In so far as applicable provisions are missing, the general delivery conditions of the electrical and electronics industry in Austria additionally apply. Differing business conditions etc. of the customer are only binding for us if we expressly acknowledge them in writing.

1.2 During the use of or registration on FRONIUS Solar.web, the user (hereinafter also the “Customer”) acknowledges the exclusive validity of the terms of use defined here by clicking on the appropriate checkbox. During ordering, the Customer acknowledges the exclusive validity of the Terms of Use and Online Store defined here by clicking on the corresponding checkbox. The version of the Terms of Use and Online Store valid at the time of use, registration or ordering by the Customer applies (see section 4). We offer our services by remote selling both to consumers and companies. These Terms of Use and Online Store apply exclusively to consumers; “Consumers” in the sense of these Terms of Use and Online Store are therefore any people for whom the legal transaction concluded or to be concluded with us is not part of the business of their company. “Company” is to be understood in the sense of the Consumer Protection Act. For Customers who are entrepreneurs, our general terms and conditions of delivery and payment shall apply, and only any Terms of Use and Online Store that are supplemented to fill gaps.

1.3 The Terms of Use and Online Store and the registration, ordering process and conclusion of the contract for remote sales are offered in German, English, French, Italian and Spanish. Via the Internet platform http://shop.fronius.com, contracts of Customers with us and/or our nationalcompanies (see section 4) can be concluded.

1.4 The Terms of Use and Online Store can be viewed at any time at http://shop.fronius.com and also at http://www.solarweb.com and can be downloaded as a PDF. On the homepage of our Internet platforms you will find a clear reference/link to the current Terms of Use and Online Store.

1.5 We are Fronius International GmbH, Froniusstraße 1, A-4643 Pettenbach, Austria, FN 149888z in the Steyr Commercial Register, tel. +43 7242 241-0, fax+43 7242 241-3940, contact@fronius.com, http://www.fronius.com. Ourheadquarters: Pettenbach; our VAT number: ATU52614407; our Chamber of Commerce affiliation: Upper Austrian Economic Chamber; our corporate purpose: Production and distribution of products in the fields of Perfect Welding, Solar Energy and Perfect Charging. The regulations applicable to us in particularare: Trade, Commerce and Industry Regulation Act 1994, available at http://www.ris.bka.gv.at. Our supervisory authority according to ECG: Districtmanagement team of Kirchdorf an der Krems.

2. FRONIUS SOLAR.WEB, ACCESS DATA AND WARRANTY UPDATES

2.1 We make the FRONIUS Solar.web available as part of the website http://www.solarweb.com. On FRONIUS Solar.web, information, services and products are offered to (registered) users (hereinafter referred to as the “Customer”); these services are essentially based on the acquisition, processing, management and use of parameters obtained from electrotechnical devices, solarenergy systems and photovoltaic systems (hereinafter referred to as “Systems”). FRONIUS Solar.web enables Customers to access the services offeredvia the Internet. The Customers of the services offered may be the systemoperator of the respective installations or a third party (e.g. installer) acting onits behalf and/or order; the third party guarantees having a corresponding order from the system operator and indemnifies us in this respect. The usage agreement regarding FRONIUS Solar.web is always concluded between the system operator and us.

2.2 Regarding the “registration” on FRONIUS Solar.web and also regarding the purchase of services via FRONIUS Solar.web, sections 4.2.2 to 4.5. apply analogously, whereby the regulations on the payment obligation are not applicable due to the non-fee-paying nature of the use of FRONIUS Solar.web. Upon conclusion of the usage contract, the Customer will receive an e-mail (subject:“Solar.web Verification”) and must click on the link contained therein, in order to receive the message “Verification successful” on the respective website.

2.3 During the registration process, the Customer himself sets a password for accessto FRONIUS Solar.web. This password and the e-mail address are the access data to Solar.web. FRONIUS will never contact the Customer and request the disclosure of the access data. Please inform Fronius immediately in the case of such an unauthorised approach. Disclosure of the access data to third parties (e.g. sponsors) is the responsibility of the Customer. Fronius accepts noliability in this respect and for any resulting damage.

2.4 With the conclusion of the usage contract for FRONIUS Solar.web, we are entitled, but not obliged, to provide updates and the like for the systems or our software in the systems via FRONIUS Solar.web. Insofar as our latest update has not been incorporated into the system, the validity of our warranty regarding the system is suspended; this does not affect the duration of the warranty. The Customer is informed by FRONIUS Solar.web, within the notification of the availability of new updates, of the fact that our warranty is always only valid in connection with our current software version (including updates), and confirms this by clicking on a corresponding checkbox.

2.5 We reserve the right to define special access requirements for individual services of FRONIUS Solar.web and to exclude users who do not or no longer meet these requirements from the use of these services or not even activate them. Insofar as no contract has been concluded for services which are subject to payment (see section 4 below), it is at our absolute discretion to allow the Customer to use FRONIUS Solar.web and the offered services, or to restrict or completely stop their use. Insofar as a contract has been concluded for services involving costs, we are entitled to limit the access to the necessary extent and to exclude it completely if misuse occurs, or to terminate the usage contract after a reasonable notice period. In any event, the Customer is not entitled to assert any compensation claims in this respect.

2.6 In addition, we also offer payable services on Solar.web, which can be purchased via the FRONIUS Online Store (see section 3 below).

3. FRONIUS OFFERS VIA REMOTE SELLING

3.1 Our services in the FRONIUS Online Store are described clearly and comprehensibly with regard to their essential characteristics, including the respective warranty conditions and subscriptions (see section 4.2), total monthly costs, duration and cancellation options.

3.2 In the case of digital content for download, in particular software and updates for it, the (continued) conditions of use and the functionality of digital content, including applicable technical protection measures for such content, are described in detail on our Internet platform. This includes, as far as is significant, the interoperability of digital content with hardware and software, insofar as we know or insofar as it should reasonably be known. The digital content is provided by us either for a one-time fee or as a subscription (i.e. over certainperiods with ongoing charges) for downloading and use.

3.3 In the case of warranty extensions, the following applies: The service of warranty extension beyond the offered/ordered period is deemed to be fully provided by us when the warranty originally granted by us expires and therefore the warranty extension begins, whereby, in case of doubt, the relevant date is the date indicated in or in connection with the services, for example throughthe software.

3.4  Our documents, such as drawings, illustrations, samples and patterns, as well as measurement, weight, performance and consumption data, are approximate information and are not considered to be specifically agreed characteristics. We reserve the right to make changes to the design.

3.5 We reserve the property rights and copyright to cost estimates, drawings and all other documents and aids; they may not be made accessible to third parties or used for their purposes.

4. CONCLUSION OF CONTRACT VIA REMOTE SELLING

4.1 The conclusion of the contract between the Customer and us or our national company regarding the services offered by us takes place by remote selling by means of offer and acceptance. On our internet platform, the Customer cancreate orders (= offer) via an Online Store via offered services and send them to use. Depending on where the Customer is based, its contractual partner will be our national company or us directly; a corresponding overview can befound here: http://www.fronius.com/en/about-fronius/locations.

4.2 The Customer is informed about the possible payment methods on each pageof our Online Store. The following technical steps result in a binding and fee based order of our services offered via remote sales:

4.2.1 The Customer selects the desired service from us by clicking on the selection button. The Customer then has the option of either selecting additional services by clicking on the respective selection button or proceeding with the order process for the selected services by clicking on the button “Order selection” or “Order free of charge”.

4.2.2 In the next step in the ordering process, the data of the Customer must be indicated(“Registration”) or a login with a username and password must be performed for already registered Customers; the Customer can also register for our newsletter here.

4.2.3 By clicking on “My shopping cart”, the Customer receives a list of all services ordered from us, including the order details, whereby the Customer has the possibility of correcting any errors or adding comments. The actual contractual partner, i.e. us or our national company and the total price, including all taxes and charges, are shown here, and in the case of subscriptions (see section3.2), the total monthly costs, term and cancellation options.

4.2.4 The Customer must then request from us - as far as this is applicable - that we start the service (warranty extension) or the provision of the download of digital content immediately or within the withdrawal period, which means that the Customer is not entitled to withdraw if the fulfilment has been initiated within the withdrawal period and it has been fully completed (see also section 3.3).

4.2.5 The binding and fee-based order is made by the Customer by accepting the Online Store conditions by clicking on the corresponding checkbox and by clicking on the button “Go to checkout”.

4.2.6 The Customer is then (a) forwarded to the corresponding payment page when selecting the payment method credit card or PayPal; we assume no liability for the content of these external sites (see section 9)m or (b) if the payment method is direct debit, to a page with the required account data, for which we also accept no liability.

4.2.7 As soon as the order has been received on our server, the Customer receives an automated technical confirmation of receipt by e-mail, which also includes the text of the order, the relevant delivery and payment conditions and the declaration according to section 4.2.4.

4.2.8 We or our national company either accept the order/offer of the Customer explicitly by means of a separate e-mail ( “order confirmation”) or - especially in the case of downloading digital content - by fulfilling the provision of the download of digital content.

4.3 We or our national company are entitled to reject the acceptance of the offer by the Customer without giving reasons. This applies in particular if the informationon our Internet platform was incorrect or we cannot fulfil the order for any reason whatsoever. In this case, the Customer’s payments are refunded without any charges. Further claims for compensation by the Customer are excluded.

4.4 The Customer must ensure that the e-mail address specified by him is correct, so that the e-mails sent by us can be received at all times at this address, especially with regard to download links to digital content. In particular, the Customer must ensure when using spam filters that all e-mails sent by us have been delivered. The Customer undertakes to notify us immediately in writing of any changes to his delivery address, including the e-mail address. Relevant declarations must be sent to the Customer at the last known (e-mail) address. This means that the delivery is deemed to have been performed even if the Customer has changed his e-mail address without informing us accordingly.

4.5 The text of the order is stored by us; however, we do not provide an “order portal” in the sense of access to orders placed by the Customer.

5. PRICE AND PAYMENT TERMS; RETENTION OF TITLE AND SET-OFFAGREEMENT

5.1 The prices of our services (including taxes and charges) are clearly identifiable on our Internet platform for consumers.

5.2 All payments by the Customer are always due immediately without any deductions. Title is retained until full payment has been made. In the event of culpable default of payment by the Customer, we are entitled to charge default interest in the amount of 10 percentage points above the applicable base rate published by the Austrian National Bank, but at least 12% annually. Furthermore, we may also claim compensation for other damage attributable to the consumer which we have accrued, in particular the necessary costs for appropriate out-of-court enforcement or collection measures, insofar as these are proportionate to the claim.

5.3 The Customer has an exclusive right of retention under the law. The Customer has the exclusive right to cancel his obligations by a set-off agreement against our claims in the event that we become insolvent or the Customer’s counterclaim has been judicially recognised or acknowledged by us.

5.4 We or our national company issue invoices for the services exclusively by means of a web download, to which the Customer expressly consents. The Customer can view, download and/or print the invoices and orders in his user account at any time under “My orders”.

5.5 Basically, we offer the payment methods advance payment, credit card, invoice, immediate transfer and Paypal. With each order we reserve our rights not to offer certain payment methods and to refer to other payment methods. Please note that for orders from other EU Member States certain payment methods may not be possible and that we only accept payments from accounts within the European Union (EU). Any costs of a money transaction are borne by you.

5.6 When paying with PayPal, the Customer will be forwarded in the ordering process to the website of the online provider PayPal www.paypal.com. In order to pay the invoice amount via PayPal, the Customer must either already be registered at PayPal or first register, legitimize his the access data and confirm the payment order to us. After placing the order in the Web-Shop, we request PayPal to initiate the payment transaction.

5.7 When selecting the payment method „immediate transfer“, the payment is processed via the payment service provider www.sofort.com. In order to be able to pay the invoice amount via www.sofort.com, the Customer must have an online banking account with PIN / TAN procedure activated to participate in. The Customer furthermore has to legitimize himself during the payment process and confirm the payment instruction to www.sofort.com. The payment transaction will then be carried out immediately by www.sofort.com and the Customer‘s bank account will be debited accordingly. Further information about the payment method for immediate transfer can be found on www.sofort.com.

5.8 If you select the payment method purchase on account, the purchase price shall be due after the goods have been delivered and invoiced. In this case, the purchase price shall be paid immediately upon receipt of the invoice without any deduction, unless otherwise agreed in writing. We reserve our rights to offer the payment method purchase on account only up to a certain order volume and to reject this method of payment if the specified order volume is exceeded. In this case, we will inform the Customer about such a payment restriction in his payment information in the Web-Shop. We further reserve our rights to carry out a credit check when selecting the payment method purchase on account and to reject this payment method if the credit check is not sufficient.

5.9 For payments made by credit card, the purchase price will be reserved on the Customer‘s credit card at the time of the order (authorization). The actual charge on the Customer‘s credit card account will be at the time of shipping the goods to the Customer.

6. RIGHT OF REVOCATION AND WITHDRAWAL

6.1 Right of revocation:
The consumer has the legal right to withdraw from his order within fourteen days from conclusion of the contract (see section 4) without giving reasons –for exceptions to the right of withdrawal in the case of digital content and, in certain circumstances, for services, see immediately below. In order to exercise the right of revocation, any declaration by the consumer that clearly indicates that he wishes to withdraw from the contract is sufficient. The revocation must be addressed to our contact data as shown under section 1. The revocation period is maintained if the declaration is sent within this period. If the revocation sample form is used according to the annex to these terms of delivery and payment, we will send the consumer an immediate confirmation of the technical receipt of the revocation declaration by e-mail.

6.2 Exceptions to right of withdrawal:
In accordance with the law, the consumer has no right of revocation in respect of contracts for our services if, on the basis of the order/offer of the consumer and a confirmation from the consumer of his knowledge of the loss of the right of revocation with full contract fulfilment, before the end of the revocation period, the service has been started and it was completed in full there after(see section 3.3 regarding warranty extensions).

In addition, there is no right of withdrawal in the case of contracts for the supply of digital content (i.e. software downloads) not stored on a physical data carrier, if - on the basis of the order/offer of the consumer and the confirmation by the consumer of his knowledge of the loss of the right of revocationon premature start of the fulfilment of the contract - we have started the provision of the download before the end of the revocation period.

6.3 Consequences of revocation:
If the consumer withdraws from the contract, in particular within the revocation period, we shall refund all payments made by the consumer to the account of the consumer no later than 14 days after receipt of the revocation declaration. If the consumer withdraws from the contract via one of our services, inparticular within the revocation period, after the fulfilment of the contract has started, the consumer shall pay us an amount that is comparatively equivalent to the contractually agreed total price of the services provided up to the time of withdrawal. For downloads, which are provided on request/order of the consumer within the revocation period, no right of revocation is applied, so that no consequences are described. The same applies to our services which have already been provided in full (see section 3.3 for warranty extensions).

7. COMPLAINTS, DISPUTE RESOLUTION, GUARANTEE, WARRANTY ANDLIABILITY

7.1 Complaints and claims concerning our services can be directed to the contact details shown in section 1.

7.2 The EU online dispute settlement platform for online purchase and service contracts can be found at http://ec.europa.eu/consumers/odr/. The Austrian arbitration office for consumer contracts can be found at http://www.verbraucherschlichtung.or.at/. We are, however, not obliged to participate in these alternative dispute settlement process.

7.3 The warranty conditions stated in our respective services apply.

7.4 In addition, we warrant consumers in the case of payable services according to the statutory warranty provisions and within the statutory time limits (24 months). It is noted that the statutory warranty for services is not applicable.

7.5 We make no warranty for, and are not liable for, errors outside of our sphere,such as, in particular, defective transmission.

7.6 In the case of payable services, if we do not remedy any deficiencies within a reasonable grace period in writing, the consumer is entitled to demand either the rescission of the contract or an appropriate reduction in the purchase price. Costs resulting from unfounded complaints must be borne by the consumer.

7.7 Except for personal injury, we shall only be liable for deliberate or grossly negligent damage.

8. DATA PROTECTION

8.1 Our data protection declaration can be consulted at all times at http://fronius.com/en/data-privacy-statement and can be downloaded as a PDF file. The data protection declaration forms an integral part of these terms of delivery and payment.

9. WEB DISCLAIMER, REFERENCE TO INTELLECTUAL PROPERTY AND USER GENERATED CONTENT

9.1 The information provided on our internet platform is carefully checked and regularly updated. However, no warranty or liability can be accepted for all information being free of omissions or errors at all times.

9.2 We do not accept any liability for links to other websites referred to directly or indirectly. All information may be changed, supplemented or removed without prior notice.

9.3 The websites provided for use and the services provided on them were developed by or on behalf of FRONIUS and all rights there to belong to FRONIUS. The user agreement for FRONIUS Solar.web entitles the respective user to use the services exclusively within the need for the offered functionalities. The content accessible via the websites (particularly text and images, etc.) may not be copied, distributed, linked or otherwise made available to the public – also in parts or in revised form – without our consent.

9.4 If users/Customers have the option to upload their own content to our platforms(”User-Generated Content”), the following shall apply: We receive a free of-charge, non-exclusive and irrevocable right to use the user-generated content which is unlimited with regard to content, space and time. The use authorisation includes all current and future exploitation actions, including the right to processing in any possible and potential future technical process and in possible additional means of exploitation. The use authorisation also covers use for the purpose of advertising ourselves and our services. Insofar as rights are granted to us, we are entitled but not obligated to exercise those rights. We may transfer all rights granted to us wholly or partially to third parties either for free or for a charge. Where the user/Customer is not himself the owner of the rights, he guarantees that the rightful owner has agreed to the transfer of the rights in accordance with the above regulations and indemnifies us from all fault and claims. The same applies to any other illegal User-Generated Content.

10. APPLICABLE LAW, DISPUTE RESOLUTION AND JURISDICTION

10.1 Changes or additions to these terms and conditions shall be done in writing. This also applies to the cancellation of this written form requirement.

10.2 The law of the Republic of Austria shall apply, with the exclusion of any conflict of law rules and the exclusion of the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law shall only apply to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has his habitual residence.

10.3 If the Customer acts as a merchant, legal entity under public law or special fund under public law in the territory of the Republic of Austria, the exclusive jurisdiction for all disputes arising out of or in connection with this contract shall be the competent district court in 4600 Wels, Austria. If the Customer is located outside the territory of the Republic of Austria, the district court of Wels shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract, if the contract or claims under the contract can be attributed to the professional or commercial activity of the Customer. However, in the above cases, we are in any case entitled to call the court at the Customer‘s registered office.

11. SEVERABILITY CLAUSE

11.1 If individual provisions are invalid or unenforceable or will become invalid orunenforceable after the conclusion of this contract, the validity of the otherprovisions shall remain unaffected.

11.2 The invalid provision shall be replaced by a provision that corresponds to theeconomic purpose of the contract.

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.

5.3 If agreed delivery or performance deadlines, or deadlines that have been extended in accordance with 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 thereto.

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.