General Terms and ConditionsFronius Solar Energy Webshop (shop-se.fronius.com) of Fronius USA LLC("Webshop Terms & Conditions")

1. Scope; Provider Information

1.1 These Webshop Terms & Conditions apply to the purchase of digital products (e.g., software) and services (e.g., warranties and extended warranties) (the “products and services”, “products” or “products or services”) via our Webshop located at shop-se.fronius.com (the “Webshop”).

1.2 BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE WEBSHOP, YOU ACCEPT AND ARE BOUND BY THESE WEBSHOP TERMS & CONDITIONS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS AND SERVICES FROM THE WEBSHOP IF YOU (A) DO NOT AGREE TO THESE WEBSHOP TERMS & CONDITIONS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH FRONIUS USA LLC (THE “COMPANY”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE WEBSHOP OR ANY OF THE WEBSHOPS CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW AND IF YOU PLACE AN ORDER, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE AND CAPACITY TO ENTER INTO THIS BINDING AGREEMENT AND ARE NOT PROHIBITED FROM DOING SO FOR ANY REASON OR APPLICABLE LAW.

1.3 Only our own Webshop Terms & Conditions are applicable. Any deviating or additional terms and conditions applied by you are not binding on us, even if we do not object to them in specific cases, unless we explicitly acknowledge and accept them. In such a case they will only apply to the individual contract in question.

1.4 Unless indicated otherwise, the Webshop Terms & Conditions apply both to consumers and entrepreneurs. A consumer is any natural person who concludes a legal transaction for purposes that for the most part cannot be attributed either to his/her commercial or self-employed professional activity. An entrepreneur is a natural or legal person or a partnership or other organization (e.g., corporation) with legal capacity that is performing its commercial or self-employed professional activity when concluding a legal transaction.

1.5 To entrepreneurs our General Webshop Terms & Conditions and Conditions of Delivery and Payment (which can be accessed at https://www.fronius.com/en-us/usa/terms-and-conditions) apply additionally. In the event of contradictions or conflict between these Webshop Terms & Conditions and the General Webshop Terms & Conditions and Conditions of Delivery and Payment, the provisions of the Webshop Terms & Conditions will take precedence.

1.6 These Webshop Terms & Conditions are subject to change by the Company without prior written notice at any time, in the Company’s sole discretion. The latest version of these Webshop Terms & Conditions will be posted on this site, and you should review these Webshop Terms & Conditions before purchasing any products and services that are available through the Webshop. Your continued use of the Webshop after a posted change in these Webshop Terms & Conditions will constitute your acceptance of and agreement to such changes.

1.7 We are Fronius USA LLC, 6797 Fronius Drive, Portage | 46368 Indiana | United States T: (219) 734-5500 | E: sales.usa@fronius.com.

2. Distance Contract

2.1 The presentation of products in the Webshop constitutes a non-binding online catalog and not a legally binding offer.

2.2 The ordering process and terms of any purchase is set forth here https://www.fronius.com/en-us/usa/purchasing-terms-and-conditions.

2.3 You agree that your order is an offer to buy, under these Webshop Terms & Conditions, all products and services listed in your order. All orders must be accepted by the Company, or we will not be obligated to sell the products or services to you. Notwithstanding the above, the following technical steps result in a binding order, subject to payment, for services that we offer at a distance:

2.3.1 You select the service you wish to purchase from us by clicking on the selection button. You then have the option of either selecting more services by clicking on the relevant selection button or continuing with the order process for the selected services by clicking on the corresponding button. 

2.3.2 Clicking on the “Shopping Cart” button shows you a list of all the services selected for your order together with all the order details. You have the option of correcting any incorrect entries at any time before placing the order. Immediately before the order is placed we show you all the details again, such as the total price, including all taxes and charges, and, in the case of subscriptions, the total costs, duration, and cancellation options.

2.3.3 By clicking on the “Buy now” button, you place a binding order for the goods in your basket.

2.3.4 Once the order has been received by our server, we send you an automated technical confirmation of receipt by e-mail, which also contains the contract text for your order. We only store the contract text in the form of this e-mail.

2.3.5 Confirmation of receipt of the order is issued immediately after the order is sent and does not yet constitute acceptance of the contract. Acceptance of your order and the formation of the contract of sale between you and the Company will not take place unless and until the Company has accepted your order by sending confirmation of its acceptance (and not simply receipt) of the order by e-mail or by making the digital content ordered available for download.

2.4 We may choose not to accept any orders in our sole discretion.  We may do so, in particular, if the information on our internet platform was incorrect or we cannot fulfill the order for any reasons whatsoever. In this case, any payments already submitted will be reimbursed free of charge. Any further claims for damages by you are excluded.

2.5 You must ensure that the e-mail address you provide is correct so that the e-mails sent by us – in particular with regard to download links to digital content – can be received at this address at any time. In particular, when using SPAM filters, you must ensure that all e-mails sent by us can be delivered. You undertake to notify us immediately, at least in text form, of any changes to your delivery address, including e-mail address. We will send any legally relevant declarations to you at your last known (e-mail) address. Thus, delivery shall be deemed to have been effected even if you have changed your e-mail address without informing us accordingly.

2.6 All accepted orders shall be subject to any terms and conditions applicable to such orders referenced in the ordering and acceptance process through the Webshop.

3. Prices; Payment; Invoicing

3.1 The prices valid at the time of ordering will apply. All prices include the applicable sales tax.

3.2 The possible payment methods are specified during the order process.

3.3 Our claims are due and payable upon placement of the order. In the event of default in payment we have the rights to which we are entitled by law.

3.4 We may make an electronic invoice (e.g., in the form of a PDF document) available for download (e.g., via your user account) or send one to you via e-mail, unless otherwise agreed. At our discretion we may also send a paper invoice.

4. Offsetting; Right of Retention You have the right to set-off or the right of retention only insofar as your counterclaim is legally established or undisputed, or your counterclaim arises from the same contractual relationship.

5. Warranty

5.1 Disclaimer of Warranties

The website, its contents, and any and all software, services, or other items obtained through the website and any technology or other materials provided by the company to you through the website are provided “as is” and without warranty of any kind. To the fullest extent permitted by law, the company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose. Without limiting the foregoing, neither the company nor anyone associated with the company represents or warrants that the website, its content, or any software, services, technology or other materials obtained through the website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the website or any services or items obtained through the website will otherwise meet your needs or expectations. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

5.2 Additional terms and conditions may apply to certain products.  Whether additional terms and conditions apply, and if so what additional terms and conditions apply, will be set forth in our General Webshop Terms & Conditions and Conditions of Delivery and Payment (which can be accessed at https://www.fronius.com/en-us/usa/terms-and-conditions)

5.3 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the website for any reconstruction of any lost data.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OR BREACH OF YOUR PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

6. Limitation on Liability

6.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6.2 THE MAXIMUM LIABILITY OF THE COMPANY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE WEBSHOP TERMS & CONDITIONS, INCLUDING THE USE OR OTHER DEPLOYMENT OF THE PRODUCT OR SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF THE FEES PAID FOR BY YOU FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.

6.3  ‍ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE WEBSHOP TERMS & CONDITIONS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

7. Data Protection

7.1 Details of how we handle information and personal data within the context of providing the Webshop and processing orders are provided in our Webshop data privacy statement, which can be viewed at any time at https://www.fronius.com/en-us/usa/privacy-statement and is available for download as a PDF.

8. Applicable Law; Arbitration; Place of Jurisdiction

8.1 These Webshop Terms & Conditions shall not be governed by the United Nations Convention on the International Sales of Goods.  All matters arising out of or relating to these Webshop Terms & Conditions are governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana.

8.2 YOU AND THE COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND THE COMPANY ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSHOP, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 10. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Webshop Terms & Conditions is or are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. 

If applicable law prohibits arbitration, then the parties submit to the exclusive jurisdiction of the state or federal courts located in the State of Indiana.

9. Force Majeure Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics/epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 

10. Written Form; Severability Clause; Force Majeure

10.1 Where any aspect of these Webshop Terms & Conditions require a writing, unless otherwise stipulated explicitly herein, the agreed requirement to use the written form is also met by the use of e-mail.

10.2 Should individual provisions be ineffective or unfeasible, or become so after conclusion of the agreement, the effectiveness of the remaining provisions will not be affected. The ineffective provision must be replaced by one that matches the commercial purpose of the original provision as closely as possible.

10.3 Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics/epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.