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Data privacy statement Fronius Australia Pty Ltd

I. General

1. Preamble

1.1 We are Fronius International GmbH, Froniusstraße 1, 4643 Pettenbach, Austria, a technical leader in the fields of welding technology, photovoltaics and battery charging technology and a Controller and Processor of Data. Unless otherwise herein stated “Fronius” shall mean Fronius International GmbH and Fronius global subsidiaries. A list of the Fronius global subsidiaries outside of the European Economic Area (EEA), can be found here (https://www.fronius.com/en/about-fronius/locations/). This Data Privacy Statement applies to any form of processing of Personal Data by Fronius for Data Subjects outside of the EEA, including processing by third parties. 

1.2 With the following International Data Privacy Statement, Fronius would like to inform you, the Data Subject, about the data Fronius processes, your rights as a Data Subject, for what purpose the data is used, why the data is shared, and other specialized information that might be relevant to you. 

1.3 All data is processed by us in compliance with the relevant legal regulations on data protection and data security of the European Union (link to GDPR data statement) and when applicable the Data Subject’s nation state. For Data Subjects accessing a Fronius platform outside of the EEA, please refer this International Data Privacy Statement and to Schedule 1 for Jurisdiction Specific Terms. The Schedule 1 terms prevail with regards to jurisdiction specific compliance, as well as personal and procedural jurisdiction requirements, as it relates the Data Subject and Fronius’ use of Personal Data.

1.4 You can view, download or print our current International Data Privacy Statement any time at https://www.fronius.com. The Data Privacy Statement also represents an integral part of our Terms and Conditions of Use, Solar.Web Terms and Conditions, Web.Shop Terms and Conditions, and all other applications or platforms which Fronius uses all of which are available at https://www.fronius.com, herein Fronius Terms and Conditions. 

2. Personal Data and Data Subjects (What does Fronius consider personal data?)

2.1 Personal Data is generally defined as any information that relates to an identified or identifiable living person, or individual. Examples of Personal Data include but are not limited to: contact information, such as  the name of the Data Subject, e-mail address, phone number, address; personal information, such as, data of birth, social security number; account information, such as, information regarding creditworthiness, system data, service data;  information of the data subject in connection with the fulfilment of the contractual relationship such as, documents and correspondence between a company, third parties and the data subject, delivery, sales and billing data.

2.2 All Personal Data is processed by Fronius exclusively for Fronius and its global subsidiaries. Personal Data is held as strictly confidential. Fronius only transfers or discloses Personal Data to third parties based on one or more of the reasons specified in Section 7. and only if the third party agrees to apply the same or greater level of data protection as Fronius has implemented. We may also process Personal Data of a Data Subject where express consent has been given by the Data Subject. Fronius executes written agreements with all third party processors of Personal Data to ensure our standards of protection are met.

2.3 Insofar as data is not provided directly by a Data Subject, Personal Data may be collected either in publicly accessible databases (e.g. land register, commercial register, central association register, edict database, central register of residents, creditworthiness databases), via search engines, social networks or various websites, at Fronius group companies or with cooperation partners or any funding agencies.

2.4 Fronius servers are located in the European Economic Area (EEA), which is governed by the General Data Protection Regulations (GDPR). Data Subjects outside of the EEA, should note their Persona Data will transfer from their country of origin to our Fronius servers in the EEA. In such cases, Fronius applies the standards of the GDPR, along with your country of origin’s legal standards when it is so required. Please see Schedule 5, Jurisdiction Specific Terms. Fronius only processes Persona Data for the reasons specified in Section III. and only transfers or discloses Personal Data to third parties based on one or more of the purposes specified in Section 7.  

3. Storage Process, Storage Period, and Erasure (How is my data protected?)

3.1 Fronius stores personal data for as long as a purpose for the processing, as defined in Section 5, exists. For example data may be stored for the performance of a contract with the Data Subject; the fulfilment of a statutory or legal obligation; as long as is necessary for the establishment, exercise or defense of legal claims; or an overriding legitimate interest of Fronius in the processing exists.

3.2 In order to guarantee the security of the Personal Data of the Data Subjects, Fronius has implemented a number of technical and organizational measures, in particular encryption of the services using state-of-the-art encryption methods (e.g. SSL), user authentication controls, secured network infrastructures, internal restriction of access to Personal Data, network monitoring solutions, internal audits, employee trainings, area-restricted alarm systems, as well as video surveillance, employee administrative instructions, obligation to data secrecy.

3.3 In particular, when Fronius must comply with specific statutory retention obligations or limitation periods, such laws usually relate to:

a) Accounting, tax, and customs law

b) Contract administration

4. Rights of Data Subjects (What can I do about my data in Fronius’ possession?)

4.1 The Data Subject has the right to:

a) Know the purpose for the data collection access to personal Data processed by Fronius,

b) Rectify of the personal data in the case of incorrectness or incompleteness,

c) Restrict the processing of the personal data, where certain conditions are fulfilled, particularly in case of considerable suspicion of unlawful processing or contradiction data portability of the personal data in a common, structured and machine-readable format,

d) Erasure of the personal data in the case of any existing legal reasons,

e) Objection with regard to the processing of the personal data pertaining to you, unless Fronius provides compelling and legitimate reasons for data processing or retention,

f) Revocation in case of consent of the data subject to the processing of the personal data; and

g) Lodge a complaint to Fronius, if you believe that Fronius is unlawfully processing your Personal Data. 

 

4.2 Data Subjects may contact Fronius in one of three ways. Data Subjects may: 

a) Submit a e-form inquiring found at https://www.fronius.com/en-us/usa/data-privacy-request-form

b) Call the toll-free number provided by your national Fronius office found here: (https://www.fronius.com/en/about-fronius/locations/)

c) Mail a letter to the Fronius International GmbH global headquarters or national office of your choosing. Letters should include your contact information and suspected contact with Fronius services which are governed by data privacy laws. https://www.fronius.com/en-us/usa/data-privacy-request-form

 

4.3 Processing a Request: The processing of your request and our response time will be dictated by your country of residency, or the jurisdiction from which the request came. Furthermore your request does not affect the legitimacy of the processing already being carried out until we have received your request and verified its authenticity. The processing of your request or your data must be reasonably verified by Fronius before a transfer of data will occur. Verification instruction will be provided upon request by the Data Subject and are based on the governing jurisdiction of the Data Subject.

5. Purpose or Use of Information (Why is my Data collected?)

5.1 Fronius’ legal bases and purpose for processing data includes the following reasons:  

a) It is necessary for the fulfilment of a contract: 

Fronius processes Personal Data of a Data Subject: when requested; when in a business context with the Data Subject; when requested by a company which represents the Data Subject; when based on a contract relationship; or when in pre-contractual relationships. Contract data may comprises the name of the Data Subject, Data Subject’s contact information (such as e-mail address, phone number, address), account data, possibly information regarding creditworthiness, if necessary social security data, information of the data subject in connection with the fulfilment of the contractual relationship, in the form of system data, service data, documentation, documents and correspondence between Fronius, the contract partner, if need be the contractor and the data subject, delivery, sales and billing data.   

b) For the fulfilment of a statutory or legal obligation;

The processing of Persona Data is carried out to the extent necessary to fulfil a statutory or legal obligation to which Fronius is subjected (e.g. retention and documentation obligations according to the Austrian Commercial Code (UGB), Internal Revenue Service obligations and others, reporting obligations as an employer toward social insurance) or the processing is necessary for the performance of a task carried out in the public interest. For example, business-related correspondence and all relevant tax documents relating to the contractual relationship with the Data Subject or the company represented by the Data Subject.  

c) For the protection of the legitimate interests of Fronius or a third party;

The processing of Personal Data is also carried out for the necessary and proportionate protection of legitimate interests of Fronius such as for the protection of business interests. Examples include internal administration and optimization of the business process, enforcement of rights, exercise or defence of legal claims, , prevention of physical damage or financial losses, for the implementation of direct advertising (marketing and information measures, in particular on products and services offered by the controller), for IT security and technical administration as well as for the purposes of file, customer and supplier administration, and, if there is no reason to believe  the Data Subject has an overriding or legitimate interest in preventing the disclosure of the data. The processing of data in this category includes all data processed within the context of the relationship between Fronius and the Data Subject, when it is necessary to execute the purpose of the relationship. The legitimate interest of Fronius or the Fronius Group and of recipients of communications also includes the ability to operate a group-wide customer and supplier management system for the purpose of administrative optimization and simplification. 

d) Because the data subject has given his consent to the processing.

The processing of Personal Data occurs on the basis of a Data Subject's consent for processing that can be cancelled at any time. For example, the Personal Data of Data Subjects is processed, for which the Data Subject has given prior consent, such as the publication of photographs of the data subject for documentation or advertising purposes.

 

5.2 Depending on your user experience, we may collect different categories of Personal Data of the Data Subject. The purpose of collection of the data is limited to the categories listed here. 

a) Rendering or improving our products and services 

b) Creating and managing your account

c) Administering the website and apps 

d) Improving the use and content of our platforms (web and apps)

e) Safety and security 

f) Marketing 

g) Online advertising 

h) Personalizing and tailoring your experience 

i) Providing a consistent experience across devices and platforms 

j) Providing customer service and managing any complaints or requests 

k) To make necessary disclosures and law enforcement 

l) Administering a sale, transfer or reorganization.  

For information regarding Fronius’ reasons for sharing data we collect with third parties, please see section 7 for more details.

6. Categories of Data Subjects and Data Collection (What is collected from me?)

Data Subject   Definition Potential Data Collected  Specific Information Regarding the Data Category 
General Visitor Visitors to the Fronius websites, who do not purchase directly from Fronius and who do not login to a Fronius platform which requires a sign-on or account. Connection Data and System Data Fronius processes the data for any of the purposes listed in Section 5.
Registered User (Solar.Web) Once the Data Subject has successfully registered on a Fronius platform, the Data Subject becomes a Registered User. Registration requires your consent to disclose your personal data. A direct reference to your person, personal identifiers, or to the respective user’s personal data can only be established by Fronius after successful registration on a Fronius platform which uses and supports such data (e.g. Solar.Web).  Connection Data, System Data, Registered User Data, Site Data, and Operator Data

Fronius uses the data for any of the purposes listed in Section 5.

Additional Release: After registering, you can make your user name visible to other members. In addition, you can share or release more data of your profile or your system and make it visible to other members. Within your profile, you have the option to adjust the settings to the extent to which your data will be released. It is entirely at your discretion to decide which and to what extent this data will be shared with other users or released. Details are further explained by the respective function on the websites.

Job Applicants  Data Subjects, become job applicants when they submit their employment application for consideration through a Fronius job portal, or directly to a Fronius hiring manager.

Connection Data and Registered User Data 

Uncategorized auxiliary data which is provided by consent by the Job Applicant

This data is used to evaluate the applicant’s fitness for an employment relationship with Fronius. 

Data from job applicants who are not employed will be erased seven months after completion of the application procedure, unless consent for record keeping has been given. In the case of a consent (in particular when sending electronic messages), the storage takes place until the Data Subject’s revocation which is possible at any time, whereby the revocation does not affect the processing carried out up to the date of the request.

When an employment relationship is established, the applicant data will be stored until termination of the employment relationship or beyond when required for a purpose stated in section 5.

Newsletter Subscribers If you subscribe to our newsletter, you have given consent for the subscription. We use the data necessary or separately provided by you to regularly send you our e-mail newsletter according to your consent.

The following information is tracked: Time of delivery, time of opening, duration of opening, IP address of the opening, e-mail program used (mail client), which link was clicked and the time of the click.  

Connection Data and System Data

We use the e-mail marketing software mailworx to send and analyse our newsletters, which records the opening and clicking behaviour. The storage and processing of this data takes place exclusively for the purpose of being able to send the recipients tailored and relevant content. 

Your e-mail address will not be disclosed to other companies. The consent for the use of your e-mail address for advertising purposes may be withdrawn at any time with effect for the future by clicking on the "Unsubscribe" link at the bottom of the newsletter or by sending a message to cancellation@fronius.com. The data will not be disclosed to third parties or merged with other data. The data storage is done until cancellation of the newsletter subscription.

Social Media Followers You may choose to follow Fronius on social media accounts throughout the world. Social media platforms (i.e. Facebook, Instagram) have their own specific data collection policies. Fronius typically has access to your social media identifier (i.e. account name) and the media which is publically posted and associated with your account.
Publically accessible information which has been shared by the Data Subject on the social media platform.  Fronius uses the data for any of the purposes listed in Section 5.
Events with Fronius
When you sign up to participate in an event organized by Fronius, event specific data may be collected in order to ensure the equal enjoyment and success of the event for Fronius and the event participants. (i.e. dietary preference for catering)

Uncategorized auxiliary data which is provided by consent, including your name and company affiliation may disclosed to other participants (e.g. in a list of participants).  

In addition, account data (for fee-based events), time data or attendance times during the event, may also be collected and processed.

As part of events, we regularly create visual and audio recordings to document the event, which may be published in media or in publications about the event. We will only process recordings based on your consent.

The processing of the listed personal data is necessary to achieve the stated purposes of the event. If the data is not provided by you or is not made available to the required extent, participation in the event may not take place.

Additionally, Fronius may use the data for any of the purposes listed in Section 5.

 

6.1 Connection Data: Our websites and apps, which can be visited at any time track the following information known as “Connection Data:” 

a) Browser type and version

b) Operating system

c) Referrer URL (the specific visited website)

d) Host name of the accessing computer (IP address)

e) Time and date of the server request

f) Device (as in mobile or desktop)

6.1.2 Purpose of Connection Data: Connection Data is evaluated and used in an anonymous form by Fronius or in an anonymous form by a third party for the proper functioning of our website, for the provision of its contents, for the detection and tracking of misuse as well as for the improvement of our offer (e.g. by means of scientific research, data analysis, etc.) and any other purpose which is listed in section 5. Connection Data may be shared for valuable consideration with third parties and for any of the reasons listed in section 7.  

6.2 System Data: Fronius collects clustered PV system and Fronius product data of Data Subjects who are registered or activated on a Fronius platform, such as Solar.Web. System Data refers to non-personal anonymized data from a PV system or product arising from the use of Fronius websites, Fronius apps, and Fronius services by registered or activated users. An identification of Data Subjects based on System Data is only possible through the process of elimination.   

6.2.1 Purpose of System Data:  System Data is evaluated and used in an anonymous form by Fronius or in an anonymous form by a third party for analysis of product effectiveness, efficiencies, statistical research or any of the purposes listed in section 5.  When System Data is shared with third parties for valuable consideration, it is shared as a large data cluster or data package, so as to prevent the disclosure of Personal Information of a Data Subject through System Data. System Data may also be shared for any of the reasons listed in section 7.  

6.3 Registered User Data: Registered User Data includes any data necessary for establishing an account on a Fronius platform. This data may include, but is not limited to: title, first name, last name, company, street, house number, postal code, city, state, country, time zone, phone number, fax number, e-mail address, date of birth, customer number, user name, password

6.3.1. Purpose of Registered User Data: Registered User Data is necessary to establish a personalized account of the Data Subject, the Data Subject’s PV system, Fronius products, or any purpose listed in section 5. Registered User Data is never shared with third parties for valuable consideration without the express written consent of the Data Subject. Registered User Data may be shared with third parties for any of the reasons listed in section 7. 

6.4 Site Data:  Site Data includes any data necessary for the proper tracking, monitoring, and maintenance of Fronius products on a Data Subject’s Site. This data may include, but is not limited to: site or system name, system identifier, commissioning date/time, company, street, house number, postal code, city, state, country, time zone, longitude, latitude, height, system performance, manufacturer, module type, system description, system image.

6.4.1 Purpose of Site Data: Site Data is necessary for the effective monitoring and servicing of Fronius products or for any of the reasons listed in section 5. Site data is never shared with third parties for valuable consideration without the express written consent of the Data Subject. Site Data may be shared with third parties for any of the reasons listed in section 7. 

6.5 Operator Data: Operator Data includes any data necessary for the facilitation of support services by a third party on behalf of Data Subject or the PV system. This data may include, but is not limited to: Title, first name, last name, company, street, house number, postal code, city, state, country, time zone, phone number, fax number, e-mail address, customer number, sales tax identification number

6.5.1 Purpose of Operator Data: Operator Data is necessary for servicing the PV systems of Data Subjects and for any of the purposes listed in section 5. Operator Data is never shared with third parties for valuable consideration without the express written consent of the Data Subject. Operator Data may be shared with third parties for any of the reasons listed in section 7. 

7. Sharing of Data (Why is my data shared?)

7.1 Fronius shares Personal Data with third parties for any or all of the following reasons:  

a) Rendering Services: when we use a service provider to facilitate or offer our services; 

b) Compliance: to ensure compliance with, and enforce, our Fronius Terms and Conditions. 

c) Legal Obligation: when required by a court order or any legal or regulatory requirement;

d) Protection of Fronius Rights: to protect our rights and property and the rights and property of others

e) Consent: when explicitly requested by you (e.g., with social media networks); and

f) Safety and Security: to ensure the safety and security of our users, consumers and others

7.2  Fronius does not process Personal Data for automatic decision-making or profiling purposes.

II. Specialized Categories of Data

8. Use of cookies

8.1 A cookies is a small text file created by a website that is stored in the user's computer either temporarily for that session only or permanently on the hard disk (persistent cookie). Cookies provide a way for the website to recognize you and keep track of your preferences. Our cookie policy and a regularly updated list of cookies used can be found at: https://www.fronius.com/en/cookie-policy.  

9. Google Analytics: Data protection and opt-out option

9.1 The Fronius website uses Google Analytics, a web analysis service provided by Google Inc. ("Google"). Google Analytics uses so-called "cookies", text files that are stored on your computer and which help analyse your use of the website. The information generated by the cookie about your use of the website is usually transmitted to a Google server in the USA and stored there. However, if IP anonymisation is enabled on the website, your IP address will first be truncated by Google within the member states of the European Union or other states party to the agreement on the European Economic Area. Only in exceptional cases will the full IP address be transferred to a Google server in the USA and truncated there. On behalf of the operator of the website, Google will use the information to evaluate your use of the website in order to compile reports about the website activity for us as website operators and to provide other services associated with the use of the website. The IP address that your browser transmits within the scope of Google Analytics will not be associated with any other data held by Google.

9.2 You can refuse the storing of cookies by selecting the appropriate settings on your browser software; however, we must point out that in t case you may not be able to use all the features of t website. You can also prevent the data generated by cookies concerning your use of the website (including your IP address) from being passed on to Google as well as the processing of these data by Google by downloading and installing the browser plugin available at the following link: https://tools.google.com/dlpage/gaoptout?hl=en

9.3 You can find more information on Terms of Use and data protection at http://www.google.com/analytics/terms/de.html or at http://www.google.com/intl/de/analytics/privacyoverview.html.

9.4 The Google tracking codes of t website use the extension "_anonymizeIP()" so that IP addresses are only processed in abbreviated form in order to prevent direct personal references.

10 Google Analytics Remarketing

10.1 The Fronius websites use the features of Google Analytics Remarketing combined with the cross-device capabilities of Google AdWords and Google DoubleClick. The provider is Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.

This function enables the advertising target groups created with Google Analytics Remarketing to be linked with the cross-device functions of Google AdWords and Google DoubleClick. This allows advertising messages to be displayed based on your personal interests, identified from your previous usage and surfing behaviour on one device (e.g. your mobile phone), on other devices (such as a tablet or computer).

10.2 Once you have given your consent, Google will associate your web and app browsing tory with your Google Account for t purpose. That way, any device that signs in to your Google Account can use the same personalized advertising messages.

10.3 To support this feature, Google Analytics collects Google-authenticated IDs of users, which are temporarily linked to our Google Analytics data to define and create target groups for cross-device advertising. You can permanently object to cross-device remarketing/targeting by deactivating personalized advertising in your Google account; follow the link: https://www.google.com/settings/ads/onweb/

10.4 The summary of the data collected in your Google Account is based solely on your consent, which you can submit or revoke to Google. For data collection operations that are not merged into your Google Account (for example, because you do not have a Google Account or have opposed the merge), the collection of data is based on governing laws of your country of domicile. The legitimate interest arises from the fact that the website operator has an interest in anonymous analysis of website visitors for advertising purposes. Further information and the privacy policies can be found in Google's Data Privacy Statement at: https://www.google.com/policies/technologies/ads/

11. Hotjar: Data protection and opt-out option

11.1 We use Hotjar to better understand the needs of our users and to optimize the offerings on our websites.  Using Hotjar's technology, we get a better understanding of our users' experiences (e.g. how much time users spend on which pages, which links they click, what they like and what not, etc.) and that helps us to align our offer to our users' feedback. Hotjar uses cookies and other technologies to collect information about the behavior of our users and their devices (in particular, the IP address of the device (is recorded and stored in anonymous form only), screen size device type (unique device identifiers), information about the used browser, location (only country), preferred language for displaying our website). Hotjar stores t information in a pseudonymous user profile. The information will not be used by Hotjar or by us to identify individual users nor will it be aggregated with other data about individual users. Further information can be found in Hotjar’s privacy policy.

11.2 You can object to the storage of a user profile and information about your visit to our website by Hotjar and the setting of Hotjar tracking cookies on other websites.

III. Contact details

12.1 Controller

Fronius International GmbH

Froniusstraße 1

A-4643 Pettenbach

Austria

E-Mail: contact@fronius.com

Phone: +43 7242 241-0

Fax: +43 7242 241-3013

 

12.2 Management

Elisabeth Engelbrechtsmüller-Strauß

 

12.3 Contact

For any inquiries related to data protection or data security, please contact us at the e-mail address dataprotection@fronius.com

 

13. Jurisdiction

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General terms and conditions

1. APPLICABILITY

1.1 All deliveries and other services effected by ourselves, Fronius Australia Pty Ltd., (ABN: 65 144 615 896) 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 law of Australia applies. 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 may be changed or withdrawn by us at any time before acceptance by the Ordering Party, unless the offer makes express mention of an offer validity period. 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. The Ordering Party must ensure that these are neither 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 email.

4. PRICE AND PAYMENT CONDITIONS; OFFSETTING

4.1 Unless otherwise stated, prices are always the net price valid on the date of delivery and they shall apply Ex Works (EXW [Incoterms in the latest version]), but exclusive of packaging, insurance, loading at the factory and GST; packaging is not returnable.

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 Reserve Bank of Australia, plus the collection costs, such amounts to total at least 12% p.a. of the overall claim or such lesser amount determined by us. This is without prejudice to any further consequences of default in payment.

4.5 The Ordering Party must not withhold payments or offset these against claims we make.

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 by a deadline, 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 control, such as but not limited to 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 prevent a default arising for which we would otherwise be liable, for the duration of such impediments and no contractual remedies for which we would otherwise be liable will apply. Immediate notification is to be given by the Ordering Party 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, to the extent permitted by law, we exclude all liability of any kind whatsoever except to the extent the Ordering Party proves intent and gross negligence on our part.

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. In this case, to the extent permitted by law, we exclude all liability of any kind whatsoever except to the extent the Ordering Party proves gross negligence on our part.

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. In this case, we exclude all other liability of any kind whatsoever except to the extent the Ordering Party proves gross negligence on our part. In addition, we are not liable for any delays caused by our suppliers. This clause applies to the extent permitted by law.

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. To the extent permitted by law, we exclude all liability of any kind whatsoever in relation to shipping except to the extent 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-becompleted 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 up to 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 Goods ordered on call, or for production with no shipping instructions, must be taken delivery of within three months. If this time limit elapses unused, then the goods will be treated as subject to a shipping delay due to circumstances where risk is borne by the Ordering Party, and 5.8 shall apply.

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 flatrate 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. To the extent permitted by law, 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 Unless otherwise stated, 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 partdeliveries or in cases where we have undertaken to bear the shipping charges or to perform delivery, settingup, assembly, installation or other similar services. If the maintenance, repair or other work is carried out at the premises 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; RESCI

7.1 We shall retain title to the article(s) delivered until the following have been settled in full: our purchase-price claims; and all other claims that we have – on whatever legal grounds – against the Ordering Party. Our legal expenses incurred in connection with the enforcement of our title are to be borne by the Ordering Party.

7.2 The Ordering Party is only permitted to resell 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.

7.3 The Ordering Party assigns to us 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 (or such lesser amount determined by us), the remainder will be debited from the total of our outstanding claims against the Ordering Party. 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 (or such lesser amount determined by us) or the actual diminution in its value if greater.

8. WARRANTY

8.1 Certain legislation, including the Australian Consumer Law, may imply guarantees, warranties or conditions or impose obligations upon ourselves which cannot be excluded, restricted or modified, or cannot be excluded restricted or modified except to a limited extent. These General Terms of Delivery and Payment must be read subject to these statutory provisions.  

8.2 We give no warranty for ordinary deviations in size, weight or quality (or as tolerated by ÖNORM, EN or DIN standards or other applicable 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.

8.3 We warrant the correctness of our processing instructions, user/operating manuals and customer advisory service. We do not warrant 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. To the extent permitted by law, we shall only be liable 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.

8.4 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 during the warranty period and 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. The liability limitations in this clause apply to the extent permitted by law.

8.5 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.

8.6 Unless otherwise agreed, the warranty period for all warranted articles or services 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 not be permitted. This period of 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 (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.

8.7 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 (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.

8.8 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 to the extent permitted by law any and all warranty obligation on our part shall become void.

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

8.10 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 fully observed such instructions; if the installation work has not been performed properly and in accordance with the relevant Standards, and in particular if the installation work 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.

8.11 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.

8.12 Finally all warranty claims shall be excluded if Contractee 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.

8.13 In addition to the rights of Contractee 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

9.1 We shall indemnify the Ordering Party for damage it suffers directly to the extent that the Ordering Party proves that we ourselves brought about this damage either knowingly and willfully or grossly negligently. If the Ordering Party proves that we have caused damage in an ordinarily negligent manner, to the extent permitted by law and subject to clause 9.4, our obligation to indemnify shall be limited to the direct damage actually incurred by the Ordering Party, and, moreover, to a maximum overall amount not exceeding the total order value. Furthermore, to the extent permitted by law, claims of this type may only be enforced if made by the Ordering Party within six months of the damage in question becoming known.

9.2 In the event that a claim is made by a third party, and 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 for all loss suffered in connection with that claim.

9.3 To the extent permitted by law, our liability to pay damages for property damage, including all rights of recourse, is excluded. When using the installations, machines and other articles delivered by ourselves, the Ordering Party is obliged to strictly 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 Certain legislation, including the Australian Consumer Law, may imply guarantees, warranties or conditions or impose obligations upon ourselves which cannot be excluded, restricted or modified, or cannot be excluded restricted or modified except to a limited extent. If such legislation applies, to the extent permitted by law, we limit our liability in respect of any claim under such legislation to:

in the case of goods, at our option: 

(i) the replacement of the goods or the supply of equivalent goods; 

(ii) the repair of the goods; 

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or 

(iv) the payment of the cost of having the goods repaired.

 

in the case of services, at our option: 

(i) the supplying of the services again; or 

(ii) the payment of the cost of having the services supplied again.

9.5 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 personal 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 newslet-ter there is also a link to unsubscribe.

11. FINAL PROVISIONS

Legal disputes arising out of the contract are to be governed by Australian law and the Courts of Victoria shall have non-exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods, on the other hand, shall not be applicable.

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 Contractee.  

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 Contractee, shall be reserved at any time by us or our licensors. Contractee 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 Contractee shall be excluded in accordance with the copyright law. With a possible participation of Contractee in producing the software no rights other than the specified usage laid out in Section 12 are acquired. Contractee 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 Contractee 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, Contractee 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 Contractee 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 Contractee. With the exchange Contractee’s permission to use the exchanged software package shall expire. In such an event Contractee 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 Contractee 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 Contractee. In order to carefully examine possible occurring defects Contractee 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, Contractee may demand a price reduction or a change. Costs of defect rectification by Contractee 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 Contractee or user, and also not for altered or revised versions of the software (point 12.1.2), unless Contractee can prove that the defects are not connected to the alterations or revisions. Contractee himself 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 Contractee 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 Contractee 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 9 shall apply accordingly.