General Terms and Conditions of Sale

Off-Grid Europe GmbH  |  Allgemeine Verkaufsbedingungen

Version 1.1 | Effective Date: ____________

1. Scope and Applicability

1.1. These General Terms and Conditions of Sale ("Sales Terms") govern all contracts for the sale and delivery of products, systems, software, and related services ("Products") by Off-Grid Europe GmbH, Hesselbühl 6, 88630 Pfullendorf, Germany ("OGE" or "Seller") to its customers ("Buyer").

1.2. These Sales Terms apply exclusively to business-to-business (B2B) transactions with entrepreneurs. By placing an order, the Buyer confirms that they are acting in the course of their trade, business, or profession and not as a consumer within the meaning of § 13 BGB.

1.3. These Sales Terms shall apply exclusively. Any terms and conditions of the Buyer that conflict with, deviate from, or supplement these Sales Terms shall not become part of the contract, even if OGE does not expressly reject them, accepts delivery of goods, makes or accepts payment, or performs without reservation while being aware of such conflicting terms. Acceptance of the Buyer's order shall not constitute acceptance of the Buyer's terms.

1.4. These Sales Terms shall also apply to all future business transactions with the Buyer, even if not expressly agreed again.

1.5. Individual agreements made with the Buyer in specific cases (including side agreements, supplements, and amendments) shall in any event take precedence over these Sales Terms. Such agreements require written confirmation by OGE to be effective.

1.6. For the interpretation of commercial terms (trade terms), the Incoterms® 2020 or any subsequent version applicable at the time of contract conclusion shall apply.

1.7. Incorporation. These Sales Terms shall be incorporated into all contracts where OGE has referenced them in an offer, quotation, order confirmation, contract, invoice, delivery note, e-mail or other communication directed to the Buyer, and where the Buyer has been given a reasonable opportunity to take note of them by attachment, by the download link https://www.offgrideurope.com/terms-and-conditions, or by transmission upon request. The Buyer, acting as an entrepreneur within the meaning of § 14 BGB, is deemed to have accepted these Sales Terms upon placing an order, accepting an offer, commencing performance, accepting delivery, or making payment under the contract referenced. Where the parties have an ongoing business relationship, these Sales Terms shall also apply to all future transactions without need for renewed reference, in the version in force at the time of the new contract.

2. Offers and Contract Formation

2.1. OGE's offers, quotations, price lists, and product descriptions are non-binding and subject to change, unless expressly designated as binding. They constitute an invitation to the Buyer to submit an offer.

2.2. The Buyer's order constitutes a binding offer to purchase. OGE may accept this offer within fourteen (14) days by sending a written order confirmation or by dispatching the Products.

2.3. The contract is concluded upon OGE's written order confirmation or, in the absence thereof, upon dispatch of the Products. The scope of delivery is determined exclusively by OGE's order confirmation.

2.4. Orders, call-off orders, and any amendments or supplements thereto shall be made in writing. For purposes of these Sales Terms, "writing" or "written" includes email and other electronic text form, provided the sender's identity and fact of transmission are verifiable.

2.5. Information provided by OGE regarding the Products (e.g., weights, dimensions, performance data, illustrations) and OGE's representations thereof (e.g., drawings, illustrations) are only approximate unless expressly designated as binding. They do not constitute guaranteed characteristics but descriptions or markings of the Products. Customary deviations and deviations resulting from legal requirements or technical improvements are permissible.

3. Prices and Payment Terms

3.1. Unless otherwise agreed in writing, prices are quoted in EUR, Ex Works (EXW Incoterms® 2020) OGE's premises, excluding packaging, freight, transport, insurance, and any applicable taxes, customs duties, or levies. Where OGE and the Buyer agree on a different invoicing currency (USD or local currency), the EUR/foreign-currency exchange rate of the European Central Bank on the date of OGE's order confirmation shall apply, unless a different rate is expressly agreed.

3.2. Prices are net amounts exclusive of value-added tax (VAT), which shall be invoiced separately at the statutory rate applicable on the invoice date.

3.3. Payment shall be due within fourteen (14) days from the invoice date, net and without deduction, unless otherwise agreed in writing. OGE may require, depending on the Buyer's creditworthiness, country and order value: (a) advance payment of up to 100%; (b) a partial advance payment combined with payment against shipping documents; (c) an irrevocable Letter of Credit confirmed by a first-class European bank acceptable to OGE; or (d) milestone payments for project-based deliveries (e.g. order, manufacturing release, ready-for-shipment, on-site acceptance). The date of receipt of payment by OGE shall be decisive.

3.4. If the Buyer fails to pay when due, the outstanding amounts shall bear interest at a rate of nine (9) percentage points above the base interest rate per annum from the due date, without prejudice to OGE's right to claim further damages caused by delay.

3.5. The Buyer shall only be entitled to set-off rights if its counterclaims have been finally adjudicated by a court, are undisputed, or have been acknowledged by OGE in writing. The Buyer may only exercise rights of retention insofar as its counterclaim is based on the same contractual relationship.

3.6. If, after contract conclusion, circumstances become known that raise reasonable doubts about the Buyer's creditworthiness or ability to pay (including but not limited to insolvency proceedings, material adverse changes in financial condition, or negative credit reports), OGE shall be entitled to: (a) demand immediate payment of all outstanding amounts; (b) require advance payment or adequate security for outstanding deliveries; (c) after setting a reasonable grace period, withdraw from the contract and/or suspend further performance.

3.7. Bank charges of OGE's bank shall be borne by OGE; bank charges of the Buyer's bank and any intermediary correspondent banks shall be borne by the Buyer.

3.8. The Buyer shall reference the OGE invoice number in the SEPA or SWIFT remittance information of every payment; payments that cannot be unambiguously allocated may be applied by OGE, at its discretion, to the oldest open receivable. Objections to an invoice must be raised in writing within fourteen (14) days of the invoice date, stating the disputed items in reasonable detail; the undisputed portion remains payable within the agreed payment period.

4. Delivery and Performance

4.1. Delivery periods and dates stated by OGE are approximate unless a fixed date or period has been expressly agreed in writing as binding.

4.2. Delivery periods commence upon dispatch of the order confirmation but not before all details of the order have been clarified, all necessary documentation, permits, and approvals have been obtained, and any agreed advance payment has been received.

4.3. Compliance with delivery obligations presupposes timely and proper fulfillment of the Buyer's obligations, including provision of necessary information, documents, permits, and releases.

4.4. OGE shall not be liable for delays or non-delivery caused by force majeure or other unforeseeable events beyond OGE's reasonable control (including but not limited to pandemics, natural disasters, war, terrorism, strikes, lockouts, governmental actions, shortage of materials or energy, transport disruptions, or failure of suppliers to deliver correctly or on time despite OGE having made reasonable efforts to secure supply). In such cases, delivery periods shall be extended by the duration of the impediment plus a reasonable restart period. If the impediment lasts longer than three (3) months, either party may withdraw from the affected part of the contract.

4.5. If OGE becomes aware that a delivery date cannot be met, OGE shall notify the Buyer immediately in writing, stating the reasons and expected duration of the delay.

4.6. Partial deliveries are permissible if reasonable for the Buyer.

4.7. Unless otherwise agreed, delivery shall be Ex Works (EXW Incoterms® 2020) OGE's premises.

5. Transfer of Risk

5.1. The risk of accidental loss and accidental deterioration of the Products shall pass to the Buyer: (a) upon handover to the carrier, freight forwarder, or other person designated to carry out the shipment; or (b) upon collection by the Buyer, whichever occurs first, regardless of whether shipment is made from the place of performance and who bears the freight costs.

5.2. If dispatch or handover is delayed due to circumstances attributable to the Buyer, risk shall pass to the Buyer on the date the Products are ready for dispatch and OGE has notified the Buyer accordingly.

5.3. If Incoterms® are agreed, risk shall transfer in accordance with the applicable Incoterm.

6. Retention of Title

6.1. OGE retains title to the delivered Products ("Retained Goods") until all claims arising from the business relationship with the Buyer have been fully satisfied, including all current and future claims from all contracts (current account reservation).

6.2. The Buyer shall store the Retained Goods separately, mark them as OGE's property, and maintain them properly at no cost to OGE.

6.3. The Buyer is permitted to resell the Retained Goods in the ordinary course of business. The Buyer hereby assigns to OGE all claims arising from such resale, up to the amount of OGE's outstanding claims. OGE accepts this assignment. The Buyer remains authorized to collect such claims. OGE may revoke this authorization if the Buyer fails to meet its payment obligations or if circumstances arise that significantly impair the Buyer's creditworthiness.

6.4. Any processing or transformation of the Retained Goods by the Buyer shall be carried out for OGE. If the Retained Goods are processed with other items not belonging to OGE, OGE shall acquire co-ownership of the new item in the proportion of the value of the Retained Goods to the other processed items at the time of processing.

6.5. The Buyer may not pledge the Retained Goods or assign them as security. The Buyer shall notify OGE immediately of any seizure or other third-party interference with the Retained Goods.

6.6. If the Buyer is in breach of its obligations, including payment default, OGE may, after setting a reasonable grace period without remedy, withdraw from the contract and reclaim the Retained Goods. For this purpose, the Buyer grants OGE or its authorized representatives the right to enter the Buyer's premises during normal business hours and take possession of the Retained Goods. The assertion of retention of title or seizure of the Retained Goods by OGE shall not constitute a withdrawal from the contract unless OGE expressly declares otherwise.

6.7. Where the law of the country of destination does not permit retention of title as provided herein, but allows OGE to reserve other rights in the Products, OGE may exercise all such rights. The Buyer shall cooperate in measures necessary to protect OGE's ownership or other security rights.

7. Inspection and Notification of Defects

7.1. The Buyer shall inspect the Products immediately upon delivery and notify OGE in writing of any apparent defects, discrepancies, or incomplete deliveries without undue delay, but no later than fourteen (14) days after delivery. The Buyer shall photograph and document any visible damage on the carrier's waybill upon receipt and shall notify OGE within forty-eight (48) hours of any transport damage so that recourse against the carrier remains possible.

7.2. Hidden defects shall be notified in writing within fourteen (14) days from the date of discovery or the date on which the defect would have been discovered through the exercise of reasonable inspection.

7.3. If the Buyer fails to notify OGE properly and in due time, the Products shall be deemed accepted with respect to the defects that should have been notified, and warranty claims shall be excluded. This does not apply if OGE has fraudulently concealed the defect.

7.4. Notifications must describe the defect with reasonable specificity to enable OGE to assess and remedy the issue. Upon request, the Buyer shall return defective Products or samples for examination.

8. Warranty and Remedies for Defects

8.1. OGE warrants that the Products conform to the agreed specifications and are free from defects in material and workmanship at the time of transfer of risk.

8.2. In the event of a defect for which OGE is responsible, OGE shall, at its discretion, remedy the defect by repair or by delivering non-defective replacement goods ("Subsequent Performance") within a reasonable period.

8.3. If Subsequent Performance fails twice, is impossible, unreasonably delayed, or unreasonably refused by OGE, the Buyer may, at its option: (a) reduce the purchase price proportionally (Minderung); or (b) withdraw from the contract (Rücktritt), without prejudice to any claims for damages under Section 9.

8.4. Warranty claims shall not apply if: (a) the defect is caused by improper use, faulty installation not performed by OGE, inadequate maintenance, improper storage, excessive stress, or use contrary to OGE's instructions; (b) the Buyer or third parties have modified the Products without OGE's prior written consent, and the defect is attributable to such modification; (c) the defect results from normal wear and tear; (d) the Buyer has not fulfilled its notification obligations under Section 7.

8.5. The Buyer shall give OGE the time and opportunity necessary for Subsequent Performance. Upon request, the Buyer shall return defective Products to OGE at OGE's expense for the purpose of Subsequent Performance.

8.6. OGE may make Subsequent Performance conditional upon the Buyer's payment of the undisputed portion of the purchase price.

8.7. The limitation period for warranty claims is twenty-four (24) months from delivery, unless a longer period is mandatory under applicable law. This does not apply to claims based on willful misconduct, gross negligence, or injury to life, body, or health.

9. Limitation of Liability

9.1. OGE shall be liable without limitation for: (a) damages arising from injury to life, body, or health caused by OGE's negligent or intentional breach of duty; (b) damages caused by OGE's willful misconduct or gross negligence; (c) mandatory liability under the German Product Liability Act (Produkthaftungsgesetz); (d) liability arising from the assumption of a guarantee (Garantie); and (e) any other liability that cannot be limited or excluded under mandatory applicable law.

9.2. In cases of simple negligence, OGE shall only be liable for breach of material contractual obligations (Kardinalpflichten), the fulfillment of which is essential to the proper performance of the contract and on which the Buyer may regularly rely. In such cases, liability shall be limited to the foreseeable, typically occurring damage.

9.3. OGE shall not be liable for indirect damages, consequential damages, loss of profit, loss of business, loss of data, unrealized savings, or damages arising from third-party claims, except as provided in Section 9.1.

9.4. The total aggregate liability of OGE for all claims arising from or in connection with any single contract shall not exceed 100% of the total contract value, except for claims under Section 9.1.

9.5. The above limitations of liability also apply in favor of OGE's employees, agents, legal representatives, and vicarious agents.

9.6. Any claims for damages against OGE shall become time-barred within twelve (12) months from the date on which the claim arose and the Buyer became aware or should have become aware of the circumstances giving rise to the claim, unless a longer period is mandatory under applicable law (in particular under § 438 BGB, § 634a BGB, § 309 No. 8 BGB, the German Product Liability Act, or in the cases of Section 9.1).

10. Product Liability and Indemnification

10.1. If OGE is held liable for product damage, the Buyer shall indemnify and hold OGE harmless from all third-party claims to the extent that the cause of the damage lies within the Buyer's sphere of control and organization.

10.2. The Buyer shall indemnify OGE from any claims arising from the use of Products other than for their ordinary and designated purpose.

11. Intellectual Property Rights

11.1. OGE retains all right, title, and interest in and to its intellectual property rights, including patents, utility models, trademarks, copyrights, trade secrets, designs, and all technical documents, drawings, data, and software provided to the Buyer. Nothing in these Sales Terms constitutes a transfer of intellectual property rights.

11.2. The Buyer receives a non-exclusive, non-transferable license to use OGE's Products and any accompanying software for their intended purpose only.

11.3. The Buyer shall not copy, modify, reverse engineer, decompile, or disassemble OGE's Products or software, except to the extent expressly permitted by mandatory law.

11.4. OGE shall defend, indemnify, and hold the Buyer harmless from third-party claims alleging that OGE's Products infringe intellectual property rights published in Germany or the European Union, provided that: (a) the Buyer promptly notifies OGE in writing of the claim; (b) OGE has sole control over the defense and settlement; and (c) the Buyer provides reasonable cooperation.

11.5. This indemnification shall not apply where the infringement results from: (a) modifications made by the Buyer; (b) combination with third-party products or software; (c) compliance with specifications provided by the Buyer; or (d) use in a manner not authorized by OGE.

12. Confidentiality

12.1. Each party shall keep all non-public technical, commercial, and financial information received from the other party strictly confidential and shall not disclose it to third parties without prior written consent.

12.2. This obligation shall not apply to information that: (a) is or becomes publicly known without fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; (d) is lawfully obtained from third parties; or (e) must be disclosed by law or court order.

12.3. Each party shall bind its employees, agents, and subcontractors to equivalent confidentiality obligations.

12.4. This confidentiality obligation shall survive termination of the contract for an unlimited period.

13. Export Control and Sanctions Compliance

13.1. The Buyer acknowledges that Products may be subject to export control laws of Germany, the European Union, and other applicable jurisdictions.

13.2. The Buyer shall comply with all applicable export control laws, trade sanctions, and embargo regulations and shall not export, re-export, or transfer Products in violation of such laws.

13.3. Upon request, the Buyer shall provide end-use certificates or other documentation required for export control compliance.

13.4. OGE may at any time conduct sanctions and denied-party screening of the Buyer, its beneficial owners, end-users and consignees, using EU, UN and OFAC lists. The Buyer shall promptly disclose its beneficial ownership and end-use information upon request. A positive match shall entitle OGE to suspend or terminate any contract without liability.

14. Data Protection

14.1. Both parties shall comply with all applicable data protection laws, particularly the General Data Protection Regulation (GDPR), and, where applicable, national laws in the country of the Buyer or the data subjects, including but not limited to the Senegalese Loi n° 2008-12, the Ivorian Loi n° 2013-450, the Nigerian Data Protection Act 2023, and the Ukrainian Law on Personal Data Protection.

14.2. Each party acknowledges that personal data (e.g., contact details of employees) may be processed for contract performance and shall ensure appropriate privacy notices are provided to affected individuals.

15. Applicable Law and Jurisdiction

15.1. These Sales Terms and all legal relations between OGE and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2. For disputes with a value in dispute up to EUR 500,000, the exclusive place of jurisdiction shall be the competent court for Heiligenberg, Germany. OGE shall also be entitled to bring actions at the Buyer's general place of jurisdiction or any other court having jurisdiction under applicable law. For disputes with a value in dispute exceeding EUR 500,000, the parties agree to submit the dispute to the Commercial Court at the Oberlandesgericht Stuttgart, Germany, in accordance with § 119b GVG.

15.3. Optional arbitration for non-EU Buyers. Where the Buyer has its registered seat outside the European Economic Area, the parties may agree in writing that all disputes arising out of or in connection with the contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC), seat of arbitration Paris (or Frankfurt am Main, at OGE's election), by one arbitrator for disputes up to EUR 1,000,000 and three arbitrators above, language of proceedings English, with German law applying as per Section 15.1. In such case, Section 15.2 shall not apply.

15.4. The place of performance for all contractual obligations shall be OGE's registered office, unless otherwise agreed.

16. Currency and Foreign Exchange

16.1. Where invoicing is agreed in a currency other than EUR, the Buyer bears the currency exchange-rate risk between the order date and the payment date. If, between the order confirmation and the agreed payment date, the relevant ECB reference rate of the invoicing currency against EUR moves by more than seven percent (7%) to OGE's detriment, OGE may, by written notice to the Buyer, adjust the outstanding price by the percentage exceeding the 7% threshold; the Buyer may, within ten (10) business days of such notice, withdraw from the affected, undelivered portion of the contract.

16.2. All bank charges, FX fees, and correspondent-bank deductions on payments by the Buyer shall be borne by the Buyer, so that OGE receives the full invoiced amount net.

17. Notices

17.1. All notices, requests, demands, and other communications under these Sales Terms shall be in writing and shall be delivered by hand, sent by registered mail with return receipt requested, sent by internationally recognized courier service, or sent by email to the addresses specified in the contract or order confirmation, or to such other address as a party may designate in writing.

17.2. Notices shall be deemed received: (a) if delivered by hand: on the date of delivery; (b) if sent by registered mail: on the date shown on the return receipt, or if delivery is refused or unclaimed, on the date of the first attempted delivery; (c) if sent by courier service: on the date of delivery as evidenced by the courier's records; (d) if sent by email: on the second (2nd) business day after transmission, provided no delivery failure notification is received by the sender. A business day means any day other than a Saturday, Sunday, or public holiday at the recipient's location.

17.3. Each party shall promptly notify the other in writing of any change to its address or contact details for notices.

18. Final Provisions

18.1. Amendments and supplements to these Sales Terms or individual contracts must be in writing to be effective. This also applies to any waiver of this written form requirement.

18.2. Should any provision be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision with a valid provision that most closely reflects the economic purpose of the invalid provision.

18.3. The failure to exercise any right or remedy shall not constitute a waiver thereof.

18.4. The Buyer may not assign or transfer any rights or obligations under the contract without OGE's prior written consent.

18.5. These Sales Terms are available in English. In case of translation, the English version shall prevail.

18.6. Sections 3.8, 6, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive termination or expiration of the contract.