General Terms and Conditions
Terms of Use and Payment Service Terms, valid from April 2023

 § 1 SCOPE

(1)  These General Terms and Conditions of Service (GTC) apply exclusively to all contracts concluded by us, Greenvolt Alliance (legal entity in Sweden, Nordeway AB, Org.nr.: 559034-4122), with a buyer for our goods and for related pre-contractual obligations, unless otherwise expressly agreed in writing. This also applies to contracts that are made using the https://greenvolt-alliance.com web portals. In addition to these ALB, the sales law provisions of the Swedish Code of Obligations apply; if necessary, additional work or contract law provisions are to be applied analogously. This also applies if we make our deliveries to the buyer without reservation in the knowledge of conflicting or deviating conditions or if reference is made to them in correspondence.

(2)  Even if no reference is made to this again in the case of ongoing business relationships when concluding similar contracts, our GTC apply exclusively in the version available when the buyer places the order at https://greenvolt-alliance.com, unless the contractual partners agree otherwise in writing. Upon request, the customer will be sent the current version of the GTC in printed form free of charge.

(3)  Our offers apply to Switzerland  and other European countries. Please ask for our conditions for shipping or delivery separately for all purchases.

(4)  Contracts are only concluded with business people; a contract concluded with consumers (Art. 2 Para. 2 Price Disclosure Ordinance) is invalid.

§ 2 WEBSHOP: REGISTRATION; HANDLING PASSWORDS; VOLUNTARINESS AND REVOCABILITY

(1)  Prerequisite for ordering products on our web shop is the registration of the user as standard commercial customer or as member. Membership registration requires customers to pay an annual fee of EUR/CHF 1000 and grants the customer with a 5% discount on all prices displayed on the web shop made available for commercial customers. 

(2)  The customer is obliged to provide the information requested by us during the product ordering process as set forth in the online registration form. The customer undertakes to only provide truthful and complete information and to update this information independently if it changes.

(3)  The operation of this web shop is a voluntary service that we can change or discontinue at any time.  The registration can be rejected without giving reasons or revoked at our discretion, which must not be exercised unreasonably. Orders already placed by the customer will not be affected by a possible revocation.

(4)  The customer can register as a standard commercial customer or as a member via the web shop.  If the customer does not receive a notification/activation message from us, he can contact customer support on info@nordeway.com.

(5)  As part of the registration process, the customer receives an e-mail with a link to the login page, with his user name and must set his own password the first time he uses the web shop (hereinafter access data).

(6)  The customer is responsible for keeping his access data secret and protecting it from access by unauthorized persons. The loss of the password or the misuse of an account must be reported immediately. The customer must obligate his employees accordingly. The customer is fundamentally responsible for the actions carried out under the user accounts, in particular for orders.

(7)  The customer further agrees that correspondence with us can take place via the e-mail address provided by the customer when registering. The customer will ensure availability via the e-mail address provided by him.

(8)  If the customer violates one of the aforementioned obligations, we are entitled, but not obliged, to request the customer to comply with his contractual obligations or to supplement or correct his data. Depending on the severity of the violation, we are also entitled, but not obliged, to block the user account, although this authority may not be exercised unreasonably. 

§ 3 CONCLUSION OF CONTRACT, OFFER DOCUMENTS, FURTHER INFORMATION

(1)  Our offers are non-binding unless the offer is expressly designated as binding or with a final confirmation. The buyer is bound to declarations regarding the conclusion of contracts (contract offers ) with prepayment. 

(2)  The contract is concluded (i) with the contract being signed by both parties, (ii) with our express order confirmation or (iii) with the selection of the goods from the warehouse or (iv) with the start of the provision of the service. We reserve the right to demand express confirmation of oral statements.

(3)  The product presentations in the web portal do not represent any binding sales offers on our part. By clicking on the [ADD TO BASKET] button, the customer places the goods in a virtual shopping cart. By clicking the [Place Order] button, the customer submits a binding purchase offer. A contract between the customer and us is only concluded when we accept the customer's order in writing (order confirmation) or when we begin to provide the service in accordance with the contract.

(4)  Our written acceptance of the binding purchase offer (order confirmation) can also be sent by email. The confirmation of receipt of the purchase offer by us (order confirmation), which the customer receives immediately after sending his order, does not constitute acceptance of the purchase offer. 

(5)  We or our business partners are solely entitled to all intellectual and industrial property rights to illustrations, drawings, calculations, tools and other documents. Before passing them on to third parties or using them for third parties, the buyer requires our express written consent.
(6) The buyer undertakes to return or destroy the documents, papers and information received as part of the cooperation as well as all copies made upon request. Excluded from this are documents that must be kept due to statutory retention requirements.

§ 4 SUBJECT MATTER OF THE CONTRACT, ASSURANCES, CONTRACT CHANGES, EL IMAGES

(1) The scope, type and quality of the goods and services are determined in the following order of priority: (i) a contract signed by both parties, (ii) our order confirmation, or (iii) our offer. For orders via the web portal, our order confirmation is decisive for the purchase offer made by the customer. Other information or requirements only become part of the contract if the contractual partners agree to this in writing or if we have confirmed them in writing. Subsequent changes to the order by the buyer require an agreement, ie our express confirmation.

(2) Product descriptions, representations and technical data are promotional descriptions, but not assurances. An assurance requires the express declaration of such.

(3) We reserve the right to make excess or short deliveries of up to 5% of the scope of delivery. In particular, customary deviations in quality, quantity, weight or other deviations  must be accepted by the buyer, even if he refers to brochures, drawings or illustrations when ordering, unless we have expressly guaranteed the quality. Technical deviations from the performance data, in particular with regard to color differences as well as the frame height and the size of the modules, do not constitute a guarantee.

(4) The release of EL images of solar module production is not part of the contract.

§ 5 TIME OF PERFORMANCE, DELAYS, PARTIAL SERVICES

(1) Information on the delivery date and delivery periods are non-binding unless we have expressly designated them as binding. 

Delivery periods begin when we send the order confirmation, at the earliest when the contract comes into existence in accordance with §2 or according to the date of the order confirmation or on the basis of an express agreement. The beginning of the delivery periods is subject to the provision that all commercial and technical questions between the buyer and us have been clarified and that the buyer has fulfilled all his/hers obligations (e.g. obtaining necessary official permits or making agreed down payments).

(2) Delivery periods are extended by the period in which the buyer is in default of payment under the contract and by the period in which we are prevented from delivering or performing due to circumstances for which we are not responsible, and by one reasonable start-up time after the end of the impediment. These circumstances also include force majeure, lack of raw materials on the relevant raw material markets, delays by our suppliers and strikes. Deadlines are also considered to be extended by the period in which the buyer does not cooperate, does not provide information and /or does not make employees available.

(3) If the contractual partners subsequently agree on other or additional deliveries that affect agreed deadlines, these deadlines are extended by a reasonable period of time.

(4) If a postponement of dates is agreed at the request of the buyer, we are entitled to demand payment at the point in time at which it would have been due without the postponement. The postponement of appointments requires express agreement.

(5) Reminders and deadlines set by the buyer must be in writing to be effective. A period of grace must be at least two weeks from receipt by us.

(6) If we are in default of delivery, it is assumed that the buyer continues to insist on the delivery. Compensation for late delivery or replacement is excluded.

(7) We can make partial deliveries if the delivered goods are useful for the buyer and depending on the circumstances from our end.

(8) Agreed delivery dates are deemed to have been met if the goods have been delivered to customer’s destination warehouse or handed over to the transport person assigned by the customer.

(9) If we are (finally) not supplied by our supplier himself, although we have carefully selected him, we are entitled to withdraw from the relationship with the buyer in full or in part if we notify the buyer of our non-delivery and - to the extent permitted - the assignment of the offer claims against the buyer to which we are entitled against the supplier.

§ 6 PACKAGING, SHIPPING, TRANSFER OF RISK, INSURANCE

(1) Our goods are packaged in a manner customary in the trade at the expense of the buyer. However, we will not sell solar panels in quantities less than 1 pallet, specific volume of panels are specified in the corresponding brochures.

(2) The risk passes to the buyer as soon as the goods have been handed over to the transport person or we have notified the readiness for dispatch. This also applies to partial deliveries, deliveries within the period of grace and if we take on other services, such as shipping costs or delivery.

(3) We select the shipping method, the carrier and the transport route, unless we have written specifications from the buyer.

(4) Unless otherwise agreed, freight insurance will be taken out for the delivery at the expense of the buyer. 

(5) This freight insurance includes reimbursement for goods damaged or lost during transport in the form of a free replacement delivery, including transport (standard delivery) to the original delivery address or as a goods credit by Greenvolt Alliance.

(6) A prerequisite for claiming this insurance benefit is the proper documentation of obvious defects (missing quantities, damaged packaging or goods) upon receipt of the goods by the recipient, on the scanner or on the waybill of the transport service provider commissioned by Greenvolt Alliance.

§ 7 PRICES, REMUNERATION, PAYMENT, OFFSETTING AND PROHIBITION OF ASSIGNMENT

(1) Unless the contracting parties have agreed otherwise, all prices apply from our registered office. All prices and payments are displayed in the currency of the country being selected but limited to Swiss francs (CHF), Euros (EUR), Swedish krona (SEK) and British pounds (GBP), plus statutory value added tax and any statutory import and export duties or other duties that are related to the products are imposed or levied plus transport costs, expenses, packaging, shipping, costs for customs formalities and, if applicable, transport insurance.

(2) Subject to § 6 (6), the contractually agreed prices are to be paid. Services are charged at cost. The prices are due upon conclusion of the contract.

(3) Buyers who decide to become members of Greenvolt Alliance in order to benefit of a 5% discount on all displayed products on the web shop will pay an annual membership fee of CHF 1000 or equivalent, payable online via credit / debit cards. The annual fee is set to renew every year automatically, unless the Buyer requests the cancellation of the auto-renew at least 30days prior to renewal date.  

(4) Our goods are only shipped against invoice and advance payment. The buyer undertakes to pay the price for our deliveries within 3 days of the invoice date. After receipt of payment, the goods will be shipped. If no advance payment has been agreed, payments are due without deduction 14 days after the invoice date. Should the buyer be accepted by our credit institution, payments are due 30 days after invoice date at a fee of 1.4% excl. VAT .

(5) In the absence of a special agreement, we only accept payments by bank transfer to our bank account specified in the contract documents. Bills of exchange and checks are not accepted. The buyer has to transfer the net amount, any expenses or fees are at the expense of the buyer. These are due immediately.

(6) In the event of late payment, the buyer must pay interest of 2% per month. The right to assert further damage caused by delay remains unaffected.

(7) If the buyer's default lasts longer than 30 calendar days or if bankruptcy proceedings are opened against his assets or comparable proceedings are instituted under another legal system, all claims against the buyer become due immediately and we are entitled to withhold all deliveries.

(8) The buyer cannot demand offsetting, unless the claims are undisputed by us or have been legally established. Claims arising from this contract can only be assigned to third parties with our prior written consent. The buyer is only entitled to a right of retention or to pleading that the contract has not been fulfilled for the respective order.

(9) Circumstances that occur after the conclusion of the contract and affect the basis of calculation in an unforeseeable manner and are beyond our control entitle us to adjust the agreed price by an amount that takes these circumstances into account.

(10) If we receive unfavorable information about the customer's financial situation or creditworthiness after the conclusion of the contract, we can - if advance payment is not required anyway - make the processing and delivery dependent on a reasonable advance payment by the customer or on a security deposit or bank guarantee .

§ 8 RETENTION OF TITLE

The goods sold remain our property until all claims have been paid in full by the buyer. We are entitled at any time, upon unilateral request, to have the goods entered in the register of retention of title at the expense of the buyer. If the buyer defaults on payment, we are entitled to withdraw from the contract and reclaim the delivered goods.

§ 9 WITHDRAWAL FROM CONTRACT

(1) If we are responsible for a breach of duty, the buyer is obliged to complain about this breach of duty in writing, stating the complaint. At the same time, we must be granted a period of at least four weeks to rectify this breach of duty. The buyer must also inform us in writing that he will withdraw from the contract if we do not remedy the breach of duty.

(2) The buyer must notify us in writing of its withdrawal immediately after the unsuccessful expiry of the deadline for remedying the breach of duty.

(3) Further cancellation options for the buyer are excluded.

§ 10 GENERAL OBLIGATIONS OF THE BUYER

(1) The buyer is obliged to properly inspect all our deliveries in accordance with § 1, paragraph 1 immediately upon delivery or performance or upon making them accessible in accordance with the statutory provisions.

(2) Any defects found must be reported immediately within 24 hours  in writing with a precise description of the defect. The buyer supports us in analyzing and remedying the defect by providing us with comprehensive information, specifically describing any problems that occur, and granting us the time and opportunity required to remedy the defect. If the buyer does not comply with this obligation, the goods are deemed to have been approved and the buyer forfeits any warranty claims.

(3) For a successful and timely execution of the deliveries owed by us, we are dependent on the comprehensive cooperation of the buyer. Buyer therefore undertakes to provide all necessary information in good time and in full.

(4) The buyer undertakes to carry out a function test before assembly, further delivery etc. This also applies to goods that the buyer receives free of charge as an extra or as part of the warranty.

(5) The buyer must save data that can be affected, negatively influenced or endangered by our deliveries at appropriate intervals, but at least once a day, in machine-readable form and thus ensure that they can be restored with reasonable effort.

(6) The buyer shall take appropriate precautions in the event that we do not provide our deliveries in full or in part properly (e.g. through fault diagnosis, regular checking of the results, emergency planning).

(7) The customer must refrain from any improper use of the web portal, comply with the applicable laws and not infringe on the rights of third parties. In particular, the use of programs, program functions or comparable technical devices to enable the use of the account by bypassing the user interface (e.g. through scripts, robots, posting automatisms), electronic attacks (e.g. hacking attempts, brute force attacks) of any kind on our network or the web portal as well as the loading of defective data/programs (e.g. virus programs, Trojans or spyware) or use in a way that negatively affects the availability of the web portal for other customers.

§ 11 RESTRICTIONS ON USE, EXEMPTION

(1) Unless otherwise expressly agreed, our deliveries are not suitable for use in life-sustaining or life-supporting devices and systems, nuclear plants, for military purposes, in aerospace or for purposes in which a failure of the product is normal course of events can threaten life or cause great damage.

(2) If the buyer nevertheless uses our goods in the cases mentioned in paragraph 1, this is done at his own risk and under the sole responsibility of the buyer. The buyer hereby fully indemnifies us from any liability due to the non-contractual use of our goods at first request, including the costs of appropriate legal representation.

§ 12 WARRANTY

(1) Our goods apply factory warranties and have the agreed specifications and are suitable for the contractually stipulated use or, in the absence of an agreement, for normal use. Unless otherwise expressly agreed, our goods shall only be free of defects according to the state of the art. The buyer is solely responsible for the suitability and safety of our goods. Minor deviations from specifications and quality remain irrelevant.

(2) The warranty is excluded:

1. if our products are not properly stored, installed, commissioned or used by the buyer or third parties,
2. with natural wear and tear
3. in case of improper maintenance,
4. when using unsuitable equipment,
5. for damage caused by repairs or other work by third parties that have not been expressly approved by us.

The burden of explanation and proof regarding the non-existence of these reasons for exclusion lies with the buyer.

(3) The buyer's rights to defects also presuppose that he has properly complied with his notification and inspection obligations in accordance with § 9 Paragraph 1 and Paragraph 2 and has reported hidden defects immediately after discovery in accordance with § 9 Paragraph 2. If the notice of defects is not made properly, all warranty rights are forfeited.

(4) We reserve the right to repair or exchange defective goods. There is no right to rectification or exchange. Due to a defect, at least two attempts at rectification must be accepted. If the rectification ultimately fails, we shall, at our discretion, grant the buyer appropriate compensation for the reduced value of the goods or refund the purchase price concurrently with the return of the goods. In the event of an exchange, the buyer must send the goods to us at his own expense.

(5) There is no further warranty on our part towards the buyer. The factory warranties apply only. Conversion and withdrawal are excluded.

(6) If we incur additional costs because our goods have been changed or used incorrectly, we can demand that these be replaced. We can demand reimbursement of expenses if no defect is found. The burden of proof lies with the buyer. If the expenses required for the purpose of remedying the defect increase, in particular transport, travel, labor and material costs, we do not have to bear these if the expenses increase because the delivery item is subsequently taken to a different location than the delivery address by the buyer has been made, unless the shipment corresponds to its contractual and intended use. The reimbursement of personnel and material costs are excluded.

(7) The risk of accidental loss or deterioration of the goods only passes at the time of acceptance by us at our place of business. We are entitled to refuse returns of goods without prior agreement.

§ 13 LEGAL GUARANTEE

(1) Unless otherwise agreed, we are obliged to make our deliveries free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the country of the place of delivery. If a third party raises legitimate claims against the buyer due to the infringement of property rights through deliveries and services provided by us and used in accordance with the contract, we shall be liable to the buyer within the period specified in § 14 as follows:

(2)  We shall, at our discretion and at our own expense, either obtain a right of use for the deliveries in question, change them in such a way that the property right is not violated, or exchange them. If this is not possible for us under reasonable conditions, the buyer is entitled to the statutory rights of conversion or reduction. The buyer cannot demand compensation for futile expenses.

(3) Claims by the buyer are excluded insofar as he is responsible for the infringement of property rights. Claims by the buyer are also excluded if the infringement of property rights is caused by special specifications by the buyer, by an application that we could not foresee or because the delivery was modified by the buyer or used together with products not supplied by us.

(4) Further claims or claims other than those regulated here by the buyer against us and auxiliary persons called in by us due to a defect in title are excluded.

SECTION 14 LIABILITY

(1) Our liability is finally described in § 11 and § 12. All other claims of the buyer against us - regardless of the legal reason - are excluded and are expressly waived.

(2) In particular, our liability for indirect damage or other damage of any kind that has arisen as a result of the fulfillment of the contract (including consequential damage, loss of use, loss of earnings, lost profit, etc.) as well as for costs to determine the causes of damage or for expertise is excluded. The buyer has no claims for compensation for damage that has not occurred to the goods themselves.

(3) In any case, our liability is limited to twice the agreed remuneration for the contract affected by the damage.

(4) The limitation of liability agreed in the previous paragraphs does not apply if we have acted intentionally or with gross negligence.

(5) When selecting our suppliers, we are only liable for intentional and grossly negligent fault in the selection. Any further liability is excluded.

 § 15 WARRANTY PERIOD

The period for the assertion of claims for properly notified defects is one year from the delivery of the goods to the buyer.

§ 16 CONFIDENTIALITY, DATA PROTECTION, NAMING AS A REFERENCE CUSTOMER

(1) The buyer undertakes to keep all objects (e.g. documents, information) that we receive or become known to him before or during the execution of the contract, which are legally protected or obviously contain business or trade secrets or are marked as confidential, even after the end of the contract to be treated confidentially, unless they are publicly known without violating the duty of confidentiality or there is no legally protected interest. The buyer keeps and secures these items in such a way that disclosure to third parties is excluded.

(2) The buyer shall only make the items subject to the duty of confidentiality according to paragraph 1 accessible to employees and other third parties who need access to perform their duties. He instructs these persons about the confidentiality of these items.

(3) We process the buyer's data required for business transactions in compliance with data protection regulations. We may name the buyer as a reference customer.

(4) The buyer agrees that we obtain information about the buyer from the usual credit agencies (in particular Credit reform) in order to safeguard our legitimate interests.

§ 17 EXPORT CONTROL CLAUSE

(1) When passing on our goods or the services provided by us to third parties, the buyer is obliged to observe and comply with the applicable national and international regulations of export control law.  

(2) Before passing on our goods or services provided to third parties, the buyer is obliged to ensure, by means of suitable tests and measures, that he does not violate embargo regulations, in particular those of the European Union and the United States of America, by passing them on or making them available in this way taking into account any circumvention prohibitions.

(3) Furthermore, the buyer is obliged to observe the provisions of European and US sanctions lists with regard to any business activities with the organizations, persons and companies listed there. The buyer must also ensure that the use or transfer of our goods and services does not serve any military or armaments-related purposes that are prohibited or require a permit, unless the corresponding necessary permits are available.

(4) If it becomes necessary due to any tests, the customer must immediately provide us with all information about the final destination and recipient as well as the intended use of our delivered goods and services on request.

(5) The buyer indemnifies us in full from all claims which are asserted by the recipient as a result of non-compliance with the aforementioned export control obligations and undertakes to compensate us for the damage and expenses incurred as a result.

§ 18 SOCIAL CLAUSE

When determining the amount of any compensation claim to be fulfilled by us from or in connection with this contract, our economic circumstances, type, scope and duration of the business relationship, any contributions to the cause and/or fault of the buyer and a particularly unfavorable installation situation of the goods are appropriate to be considered in our favour. In particular, the replacement services, costs and expenses that we are to bear must be in reasonable proportion to the value of the supplied part.

§ 19 WRITTEN FORM

All changes and additions to the contract must be made in writing to be effective. The contractual partners also meet this requirement by sending documents in text form, in particular by fax or e-mail, unless otherwise specified for individual declarations. The written form agreement itself can only be canceled in writing.

§ 20 SEVERABILITY CLAUSE

Should a provision of these ALB be or become invalid or should these ALB be incomplete, the validity of the remaining provisions shall remain unaffected. The contracting parties will replace the invalid provision with a provision that comes as close as possible to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to filling gaps in the contract.

SECTION 21 CHOICE OF LAW

Substantive Swedish law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 22 JURISDICTION

The place of jurisdiction for all disputes arising from and in connection with this contract is Stockholm, Sweden. Alternatively, we are also entitled to bring an action at the buyer's registered office or at any other ordinary competent court.