Terms and Conditions - Green City Power

As of now, we only sell electricity within Germany. Therefore, the terms and conditions for Green City Power are only available in German.

General Terms and Conditions (“AGB”) of Green City AG

1. General Information

1.1. Our following terms and conditions apply exclusively to all our offers and services as well as to consulting services or other contractual services.

1.2. Business conditions of customers are only binding for us if we expressly accept them in writing.

1.3. Deviating agreements, subsidiary agreements, assurances and other promises made by our representatives and employees are only effective if they are confirmed by us in writing.

2. Offers and conclusion of contract

2.1. If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks of receipt by us.

2.2. We shall be bound by all offers made by us for two weeks from the date of dispatch by us, unless otherwise agreed in writing

3. Payment, Offsetting, Retention

3.1. Unless otherwise agreed in writing, payment of the invoice amount shall be made exclusively to the account specified by us. Unless otherwise agreed, the invoice amount is payable within 14 days of the invoice date.

3.2. The deduction of a discount is only permissible with special written agreement. Default interest shall be charged at a rate of 8 percentage points above the respective base interest rate (§ 288 (2) BGB). We reserve the right to assert a higher damage caused by default.

3.3. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries and services which occur three months or more after conclusion of the contract.

3.4. The customer shall only be entitled to offsetting if his counterclaims are legally established or undisputed. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

4. Additional conditions for trade

4.1. Prices

Unless otherwise agreed in writing, our prices are ex works without packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately.

4.2. Transfer of risk on dispatch, delivery

(1) If the goods are dispatched, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs. Otherwise, the risk shall pass to the customer upon our declaration of readiness to deliver.

(2) The observance of an agreed delivery time requires that the customer fulfils his obligations in due time. Unless periods or dates have been expressly designated in writing as fixed dates upon acceptance of the order, they are only approximately agreed and are subject to our own timely delivery.

4.3. Extended reservation of title, assignment of claims

(1) We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this.

(2) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to sufficiently insure the purchased item at his own expense against theft, fire and water damage at replacement value.

(4) The purchaser is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against his customer in the amount of the invoice amount agreed with us (including VAT); we hereby accept this assignment. This assignment applies regardless of whether the purchased item was resold without or after processing. The purchaser remains authorised to collect the claim even after the assignment.

(5) Insofar as the object of purchase is processed or reworked or a transformation is carried out by the purchaser, the purchaser’s expectant right to the object of purchase shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the value of the other processed items at the time of processing. The same shall also apply in the event of mixing. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims which accrue to him against a third party as a result of the connection of the reserved goods with a property; we hereby accept these assignments.

4.4. Warranty rights

(1) Warranty rights of the customer require that he has properly fulfilled his inspection and complaint obligations owed according to § 377 HGB.

(2) Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer, unless longer periods are prescribed by law. We shall only bear the costs of any return shipment if we have agreed to this in writing.

(3) If the delivered goods have a defect at the time of the transfer of risk, we shall, subject to timely notification of defects by the customer, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period.

(4) Recourse claims remain unaffected by the above provision without restriction. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

(5) Claims for defects due to only insignificant deviation from the agreed quality or only insignificant impairment of usability shall not exist.

(6) We shall not be liable for defects which have arisen after the transfer of risk, nor shall we be liable for claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as they result from the fact that the goods delivered by us were subsequently taken to a place other than the customer’s branch.

(7) Recourse claims by the purchaser against us shall only exist insofar as he has not made any agreements with his customer that go beyond the mandatory statutory claims for defects. Otherwise, paragraph (6) applies accordingly.

5. Additional conditions for consulting, project planning

5.1. Duties of the purchaser

(1) The customer is obliged to provide us with all commercial and technical information necessary for the fulfilment of the consulting or project planning order in a timely and comprehensive manner.

(2) Information shall be provided exclusively in writing, including electronic form, to the body designated in the contract. Article 6.2.

(1 ) applies accordingly.

5.2. Provision of services

(1) Consultations and project planning are carried out by us in accordance with the state of the art known to us on the basis of the information provided to us by the customer. We are authorised to involve third parties under our responsibility to carry out partial tasks, unless otherwise agreed.

(2) However, we are generally not obliged to inform customers in detail about all circumstances which could be of importance for their decision to conclude a contract or a project. An obligation to inform exists only if the customer indicates a need for clarification in the concrete situation.

5.3. Change in performance

(1) The purchaser is entitled to demand changes to the originally agreed service. Written supplementary contracts must be concluded for changes in performance or additional services requested before their execution.

(2) Subsequent contracts shall contain a price agreement and a regulation on the bearing of costs, including a regulation on the effects on construction periods. If such a supplementary agreement is not concluded, for whatever reason, the customer shall not be entitled to any special rights.

5.4. Copyrights

(1) We reserve the copyright to all documents (such as calculations, drawings, plans, financing models) provided to the purchaser in connection with the fulfilment of the order.

(2) These documents may only be made available to third parties with our express written consent. The customer shall be liable for damages for breaches of this obligation. The ownership rights to the above-mentioned documents are transferred to the purchaser as soon as the agreed price for them has been paid. However, our copyright must be observed

6. Additional conditions for general contractor agreements

6.1. Duties of the purchaser

(1) The purchaser is obliged to provide us with all economic, financial, commercial and technical information necessary for the fulfilment of the general contractor contract in good time and in writing to the office named in the contract.

6.2. Reading time, performance change

6.3. Acceptance

(1) After all services have been rendered (construction of the plant, installation of all facilities and operating equipment), acceptance (final acceptance) shall take place. If the entire work is ready for acceptance in parts, a partial acceptance shall take place at our request. The acceptance date will be communicated by us with a lead time of at least 14 days.

(2) All acceptances shall be formal. Acceptance reports shall be drawn up and signed by both contracting parties. If the customer does not take part in the acceptance and does not inform us of any major defects in the work by the acceptance date, the performance shall be deemed to have been accepted without defects.

(3) Acceptance can be refused by the purchaser if there are still significant defects. The defects must be reported to us in writing by the acceptance date; we must be given a reasonable period of time to rectify the defects. If the rectification of defects fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

6.4. Claims for defects, start of period

(1) Subject to any agreements to the contrary, claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or defects which occurred after the transfer of risk (acceptance) as a result of incorrect or negligent handling, excessive strain, defective construction work, unsuitable building ground or because information supplied by the customer was not correct.

(2) The warranty period begins with the partial acceptance in case of partial performances, otherwise with the final acceptance. Claims for defects shall become time-barred 12 months after acceptance in the case of systems and operating equipment and five years in the case of buildings.

7. Miscellaneous

7.1. This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods.

7.2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the registered office of our company, unless otherwise stated in the order confirmation.

7.3. Should individual provisions of the contract or these General Terms and Conditions be or become invalid, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision.

Last reviewed: 23/03/2015