General Terms and Conditions (GTCs)
HEI Technology International GmbH

Vienna, November 8th, 2019

1. General

1.1. All legal transactions with HEI Technology International GmbH in the field of solar outdoor lights, AC outdoor lights, solar smart poles, solar IoT, photovoltaic elements and related products and services shall take place exclusively according to the following conditions.

1.2. We hereby expressly rule out a counter-confirmation on the part of the client with reference to its terms and conditions and/or purchasing conditions.

1.3. Assurances, subsidiary agreements and amendments to the contract shall require our written confirmation in order to be effective.

2. Quotation, order confirmation and conclusion of the contract

2.1. Our quotations are valid for four weeks unless otherwise indicated.

2.2. We can accept an order from the client within two weeks by sending an order confirmation.

2.3. The contents of our order confirmation shall be considered the determining factor for the contract.

2.4. Our order confirmations are valid for three working days and have to be countersigned and submitted by the client within the same period of time to become effective.

2.5. The contract shall be considered as concluded after reception of the countersigned order confirmation from the client.

2.6. We are entitled to reject the order (contract), if the client doesn't submit the countersigned order confirmation within the validity period of our order confirmation.

2.7. We reserve the right to make technical changes provided that no unreasonable disadvantages for the client arise as a result.

2.8. Our quotations are made subject to prior sale and are therefore subject to confirmation and not binding until the conclusion of the contract, unless we explicitly describe them as binding.

2.9. In the case of projects, project certificates and official and other permits shall be obtained by the client and made available to us in good time.

2.10. Our quotations, order confirmations, contracts and technical submittals (e.g. lighting designs) are confidential and may not be copied or presented to third parties without our written agreement.

2.11. If no contract is concluded, all material and documents we have made available (product samples, commercial and technical submittals, contracts, calculations, etc.) shall be returned to us on our request without delay. This includes also copies of the original documents done by the client or pictures taken from the product samples.

2.12. In the case of feigning the conclusion of a contract, we reserve the right to demand damages, and reimbursement of expenses.

3. Performance deadlines and dates, acceptance

3.1. The delivery dates stated by us are not fixed dates. The actual delivery date can diverge by up to 20 working days from the delivery date stated by us. In the case of a divergence of up to a maximum of 20 working days, the client shall not be entitled to assert any claims of whatsoever nature against us.

3.2. Working days are counted according Austrian calendar.

3.3. The delivery countdown starts either with the reception of the advance payment or, if no advance payment has been agreed on, with the reception of the countersigned order confirmation.

3.4. The delivery deadline shall be extended appropriately in the case of unforeseen events which are beyond our control (e.g. force majeure), as far as these have an influence on the completion of the object to be supplied.

3.5. Partial and pre-deliveries shall be permissible.

3.6. The client may only withdraw from the contract in the case of a delay in delivery which is our responsibility, and provided that the promised service or delivery has not been effected within a reasonable period of grace.

3.7. It is not possible to withdraw from the contract for independent services, partial deliveries, etc., which have already been rendered. In addition, claims on the part of the client due to non-fulfilment, late fulfilment and any possible consequential damage shall be excluded.

3.8. After delivery, the client shall be obliged to carry out an acceptance test within five working days. If the client does not fulfil its obligation with regard to acceptance, the delivery will be either considered as accepted or we will set a reasonable period of grace.

3.9. If the client doesn't pick-up the goods within 20 working days after delivery, we are entilted to withdraw from the contract and to charge for the damage caused.

3.10. If the client delays the acceptance test or the pick-up of goods, we shall be entitled to charge for the damage caused, particularly storage costs and any additional costs.

4. Prices and terms of payment

4.1. Prices shall be deemed to be ex works Vienna (EXW Vienna, till Dec. 31st, 2019 acc. Incoterms 2010, and starting Jan. 1st, 2020 acc. Incoterm 2020), unless otherwise indicated in the contract (order confirmation). The prices do not include the applicable rate of statutory VAT unless otherwise indicated.

4.2. Our prices do not include transport, foundation, battery chambers and boxes, anchor bolts, civil work, installation, commissioning and maintenance, unless otherwise indicated.

4.3. Our prices include standard packaging for container seafreight transport. If special packaging for airfreight or truck transport is required, additional costs may arise, which we are entitled to invoice extra.

4.4. If more than six months pass between the conclusion of the contract and the delivery of the goods, we reserve the right to increase the price by a reasonable amount, particularly in the case of changes in the cost of materials, energy and wages.

4.5. The EURO shall be the standard currency for payments. Payment in other currencies shall require our written agreement. In this case, no disadvantages shall be caused to us due to exchange rates and exchange fees.

4.6. Payments shall be made in accordance with the contract ( order confirmation). We reserve the right to deliver for cash in advance only. Discounts will not be granted unless otherwise agreed.. If other methods of payment or provision of security are permitted by us, particularly letters of credit or bank guarantees, the additional costs which arise shall be borne by the client.

4.7. Advance payments shall be settled within 5 working days after the contract (countersigned order confirmation) went into force.

4.8. In case an advance payment has been agreed on in the contract and the client fails to fulfil his payment obligations, we are entitled to withdraw from the contract and to charge for the damage caused.

4.9. Costs for export certificates or for the legalization of export documents (e.g. fees of the export country embassy) shall be borne by the client and can be invoiced by us extra.

4.10. In the case of default in payment, we shall be entitled to charge 12 % interest p.a. on arrears without setting a further deadline. Moreover, the client shall be obliged to reimburse us for all costs, expenses and cash payments caused as well as for costs which we have incurred as a result of the pursuit of our claims.

4.11. The client shall not be able to reduce or fulfil its payment obligations by offsetting these against claims on us.

5. Costs for project development

5.1. We are entitled to charge services (e.g. engineering or lighting design) which we render on behalf of the client within the framework of project development and/or project preparation.

5.2. If no order is placed, the services rendered up to this time shall in each case be invoiced. An hourly rate of EUR 120.00 shall be deemed to be agreed.

5.3. We will inform our customers upfront in writing, that we will invoice the services in case no order is placed.

5.4. In the case of feigning the conclusion of a contract by the client, we are entitled to charge our services, even without upfront information, that we will invoice them.

6. Reservation of title

6.1. All supplied and/or installed goods shall remain our property until full payment has been made.

6.2. If the client should fall into arrears, we shall be entitled to take back the goods which are subject to our reservation of title. Taking back goods subject to reservation of title shall represent a withdrawal from the contract.

6.3. We shall be entitled to realise goods subject to reservation of title after taking them back. After deduction of a suitable amount for realisation costs, the realisation proceeds shall be offset against the amounts owed by the client.

6.4. The client shall immediately and explicitly inform third parties who assert claims to goods subject to reservation of title about our reservation of title.

6.5. The client shall be entitled to resell the object of sale in the ordinary course of business. To safeguard our legal position, in particular to safeguard the outstanding receivables from delivery transactions between us and the client, the latter shall on the conclusion of the contract assign to usall receivables accruing to the client from the resale to the client's purchasers or third parties in the amount corresponding to the outstanding balance from the delivery transactions. The client shall also remain entitled to collect this receivable after the assignment. Our power to collect the receivable shall remain unaffected thereby. However, we engage not to collect the receivable for as long as the client fulfils his payment obligations, does not fall into default in payment and, in particular, no application has been made for the opening of bankruptcy or composition proceedings. If this is the case, however, we can demand that the client disclose the receivables assigned to us and the respective debtors, provide all the information necessary for the collection, release the appurtenant documents and notify the debtors (third parties) of the assignment.

7. Warranty

7.1. We guarantee for the period of five years from the date of delivery that the goods were – in accordance with the respective state of the art at the time of the order – faultless in design, materials and craftsmanship unless otherwise stated below.

7.2. For solar light kits, we guarantee for the period of five years after date of delivery as above, if pole design, battery type, and earth-pit design have been approved by us before installation and local installation has been done under supervision of an HEI representative. Without approval and supervision of installation, we guarantee for a period of two years after date of delivery.

7.3. For batteries (accumulators) installed inside solar light poles, we guarantee for the period of two years after date of delivery as above, if pole design has been approved by us. We don't guarantee for batteries, if the pole design hasn't been approved by us.

7.4. For batteries (accumulators) installed inside solar light poles in moderate climates, we guarantee for the period of five years after date of delivery, if pole design has been approved by us. We don't guarantee for batteries, if the pole design hasn't been approved by us. Moderate climate means, that ambient air temperatures are permanently in the range of minimum 5°C and maximum 35°C.

7.5. For batteries (accumulators) installed in an earth-pit, we guarantee for the period of five years after date of delivery, if earth-pit design has been approved by us. We don't guarantee for batteries, installed in earth-pits not approved by us or not built as approved.

7.6. Normal wear and tear as well as force majeur are excluded from the warranty.

7.7. Warranty claims shall be asserted in writing detailing the defects. The object of the complaint (part) shall be sent back by the client to our premises in Vienna free of costs for us for inspection and/or repair unless otherwise agreed on. Parts which can't be sent back to us (e.g. steel poles) have to be kept available for inspection unless otherwise agreed on.

7.8. We are free to decide either to repair defect parts or to provide a replacement (spare part).

7.9. Replacement deliveries (spare parts) as well as repaired parts will be provided ex works Vienna (EXW Vienna). Other expenses (transport costs) shall be borne by the client.

7.10. For warranty claims of batteries, we can either provide a replacement delivery ex works Vienna (EXW Vienna) or do a compensation payment "pro rata".

7.11. The height of the "pro rata" compensation payment for batteries is calculated as follows: capacity of the battery (in Wh) times number of remaining days till end of warranty period times 0.007 €cent (per day and Wh).

7.12. Minor colour variations, colour variations which are a result of the use or the composition of different materials, as well as breakage and tears of the solar cells shall not be treated as deficiencies.

7.13. Painting or powder coating of HDG steel poles may be done for visible surfaces only. No coating of none visible surfaces shall thereofore not be treated as deficiency.

7.14. Deviations of components within tolerances, which are defined in the applicable norms and standards, shall not be treated as deficiencies.

7.15. Inconsistencies in subsequent deliveries regarding the light characteristics (flux, colour temperature, etc.) relative to preceding deliveries are possible due to technological progress and the usage-dependent change of the light flux and shall not be treated as deficiencies.

7.16. The functionality of solar lights (particularly illumination strength, availability, etc.) highly depends on the conditions at the installation site. It shall not be considered a defect if, due to the conditions (light/shade, climate, air pollution, soiling of components) at the site, a product (solar light, etc.) provides a lower performance than that indicated by us for typical locations.

7.17. We shall not be liable for damages and/or excellerated aging of goods and our warranty is void in cases (not exclusively) such as:

1. Improper storage of goods before installation. Batteries shall not be stored at ambient temperatures below 5°C and above 30°C. Batteries shall not be exposed to direct sunlight for long time.
2. Outdoor storage of electrotechnical and electromechanical components without proper weather protection.
3. Defective installation by the client or third parties.
4. Installation of batteries in underground enclosures not fulfilling our design standards (e.g. minimum depth of 80 cm from final ground level next to enclosure to top of battery).
5. Improper foundations.
6. Improper interventions which have not been explicitly instructed or permitted by us opening of components, as well as unauthorised attempts at repair.
7. Improper cleaning. I.e., the goods are not designed for cleaning with high-pressure equipment.

7.18. Spare parts may diverge from the original parts which have to be replaced in their version and their design due to technical progress and design changes, provided that the functioning of the system as a whole is not impaired.

7.19. Reconditioned or repaired parts or parts of returned goods can also be used as spare parts, provided that the parts are visually and in their operability in conformity with new goods.

8. Product liability

8.1. Goods supplied by us only offer the level of safety which can be expected based on licensing regulations, operating instructions, our regulations on the treatment of the goods and other instructions given.

8.2. Any liability on our part shall be excluded if the storage, installation or use of the goods is not carried out according to the relevant regulations, recognised technological standards and the delivery description provided, as well as in the case of changes to the goods which were not carried out by us.

8.3. Continuing liability shall be excluded, regardless of the legal nature of the claim which is being asserted. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our staff, vicarious agents, managers and executive bodies.

9. Other provisions

9.1. The contract (order confirmation), its execution and the resulting entitlements shall be governed solely by Austrian law unless otherwise agreed.

9.2. The place of jurisdiction shall be Vienna.

9.3. If individual terms of these general terms and conditions should be wholly or partly ineffective, this shall not affect the validity of the remaining contract.