1. Area of application

1.1. The following terms and conditions apply to all deliveries, in particular of solar modules for buildings or vehicles (“goods”) and services, in particular deliveries and services under purchase contracts, contracts for work and materials and contracts for work and services, including installation, assembly and services as well as consulting and ancillary services (hereinafter collectively referred to as the “services”) with OPES Solar Mobility GmbH (hereinafter referred to as “OPES”). Offers and contractual declarations in this regard are made exclusively on the basis of these General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”).
1.2. These shall also apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code) for all future business relationships, even if they are not expressly agreed again. Terms and conditions of the buyer that deviate from these terms and conditions or from statutory provisions or that supplement these terms and conditions or statutory provisions shall only apply if OPES expressly recognizes them in writing. Such terms and conditions shall not be recognized even if they are not objected to upon receipt or if services are performed without reservation.
1.3. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity.
1.4. An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

2. Offers and conclusion of contract

2.1. The following applies to legal transactions with entrepreneurs: Offers are subject to change and non-binding.
2.2. Orders must be confirmed in writing or by telex to be legally valid. Such confirmation shall only be given as soon as the buyer has submitted a self-assessment with the correct company and invoice recipient data to OPES using the project enquiry form and a customer account has been created. Sales employees are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract. A waiver of the written form is only possible in writing.
2.3. The buyer is not entitled to assign claims arising from the contractual relationship to third parties without written consent.
2.4. The Internet presentation of the OPES product range does not constitute a legally binding offer. It is merely an invitation to submit offers. The availability of an article is checked in each individual case when an order is requested and confirmed if necessary. The buyer orders the desired goods by confirming the individually created offer using the order form. After receipt of the buyer’s order and payment details, the buyer will receive an e-mail confirming receipt of the order and listing the details of (hereinafter: “confirmation of receipt”). The confirmation of receipt does not constitute acceptance of the buyer’s order, but merely informs the buyer that his order has been received. The acceptance of the buyer’s order shall be effected by a further e-mail in which the order is confirmed (“Order Confirmation”). OPES is not obliged to accept orders.
2.5. The German version of the contract shall apply to the conclusion and performance of the contract.

3. Prices

3.1. All prices are EXW Zwenkau (Incoterms 2020) plus the value added tax applicable at the time of invoicing, if applicable, unless expressly agreed otherwise. Packaging, freight, postage, shipping costs and insurance as well as other additional or special services shall be charged separately.
3.2. The price shall be calculated on the basis of the contractual unit prices and the quantity of the services actually performed, unless another method of calculation has been agreed (e.g. for a product, by lump sum, according to hourly wage rates, etc.).
3.3. If the agreed prices are based on the list prices of OPES and the delivery is to take place more than four months after conclusion of the contract, the list prices of OPES valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).
3.4. The following applies to consumers:
The prices include VAT plus shipping costs.

4. Terms of payment

4.1. Contractual agreements to the contrary regarding the terms of payment shall take precedence.
4.2. Payment must be made in advance by bank transfer within seven calendar days of confirmation of the order, unless otherwise stipulated below or in an order confirmation.
4.3. For a purchase with payment terms, OPES reserves the right to carry out a credit check, based on the results of which OPES will decide on a case-by-case basis whether a payment term agreement can be included in the purchase contract.
4.4. OPES is entitled to perform or render outstanding services only against advance payment or provision of security if OPES becomes aware of circumstances after conclusion of the contract which are likely to sig-nificantly reduce the creditworthiness of the buyer and which jeopardize the payment of OPES’s outstanding claims by the buyer from the respective contractual relationship.
4.5. For goods as well as devices and systems that are specially manufactured according to the buyer’s wishes, the following method of payment applies: 50% of the order amount when the order is placed, 50% upon delivery.
4.6. All invoices are payable immediately upon receipt without deduction. The granting of a discount requires express written confirmation. OPES is not obliged to accept checks or bills of exchange; acceptance is always only on account of performance. Discount and bill charges are to be borne by the buyer and are to be paid immediately.
4.7. Offsetting with counterclaims of any kind by the buyer, regardless of the legal grounds, is not permitted. This shall not apply if the counterclaims have been legally established or are undisputed. The Buyer shall only be entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship.

5. Requirements for the installation of photovoltaic modules and/or systems; on-site appointment

5.1. If the subject matter of the contract is the installation of goods and/or systems (in particular double-glass solar modules for buildings or O.Motion solar modules for vehicles), the buyer shall ensure that the technical requirements listed in the document “Instructions for the installation of photovoltaic modules and/or systems and other hardware” provided to the buyer are met before installation begins. These are part of the contract.
5.2. OPES can check whether the requirements are met during an on-site inspection.
5.3. If it turns out that the requirements listed in the document according to clause 5.1 are not met, (a) agreed deadlines may be postponed by the duration of the delay and a reasonable start-up time; (b) additional costs may arise due to non-compliance with the requirements, which will be charged separately by OPES; (c) OPES may withdraw from the contract if these requirements are not met by the buyer within a reasonable period of time and with reasonable effort, or alternatively demand an adjustment of the contract. The same applies if, after conclusion of the contract, it becomes apparent that installation is impossible or significantly more difficult due to an unforeseeable condition of the vehicle or the building or other areas intended for it. Statutory rights remain unaffected.
5.4. The buyer must inform OPES immediately as soon as the occurrence of delays or the non-existence of the conditions is foreseeable or recognizable.
5.5. OPES is not obliged to provide technical assistance or technical advice. Advice given verbally, in writing or through tests is given to the best of our knowledge and belief; however, it is not binding, even in relation to third parties.

6. Right of withdrawal for consumers

Consumers are entitled to a right of withdrawal in accordance with the following provisions:
Consumers have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, took possession of the last goods.
To exercise the right to cancel, you must inform us (OPES Solar Mobility GmbH, Pereser Höhe, 04442 Zwenkau, Germany) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail to info@opes-mobility.com). You can use the attached sample withdrawal form, but this is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired.

Consequences of revocation

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment. We may withhold the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earliest.

You must return or hand over the goods to us immediately and in any case within fourteen days at the latest from the day on which you inform us of the revocation of this contract. The deadline is met if you send the goods before the period of fourteen days has expired. You shall bear the direct costs of returning the goods. You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.

The right of withdrawal does not apply to the following contracts:
• Contracts for the supply of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.
• Contracts for the delivery of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery.
• Contracts for the delivery of goods if these have been inseparably mixed with other goods after delivery due to their nature.
• Contracts for the supply of sound or video recordings or computer software in a sealed package if the seal has been removed after delivery.

Sample revocation

To: OPES Solar Mobility GmbH, Pereser Höhe 1, 04442 Zwenkau, Germany
or by e-mail to info@opes-mobility.com

I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods:
– Description and quantity of goods:
– Ordered on (*): / received on (*):
– Name of the consumer(s)
– Address of the consumer(s)
Signature of the consumer(s) (only for notification on paper); date

(*) Delete as appropriate.
End of the withdrawal policy

Please avoid damage and soiling.
If possible, please return the goods to us in their original packaging with all accessories and with all packaging components. If necessary, use protective outer packaging. If you no longer have the original packaging, please use suitable packaging to ensure adequate protection against transport damage. Please return the goods to us as an insured parcel and keep the proof of posting. Please call us on +49 34203 444 000 before returning the goods to notify us of the return. This will enable us to allocate the products as quickly as possible.

Please note that the modalities mentioned in this paragraph are not a prerequisite for the effective exercise of the right of withdrawal, but merely represent instructions for more convenient processing.

7. Delivery and delivery time

7.1. Delivery shall be EXW Zwenkau (Incoterms 2020), unless otherwise agreed in writing.
7.2. We reserve the right to make technical design or production changes and deviations from samples as long as this is reasonable for the purchaser.
7.3. Partial deliveries are permissible and can be invoiced separately, insofar as this is reasonable for the buyer and he has an objective interest in the partial delivery.
7.4. Deadlines and dates for deliveries and services promised by OPES are always only approximate, unless a fixed deadline or a fixed date has been expressly agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transportation.
7.5. OPES may – without prejudice to the buyer’s rights arising from default – demand an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the buyer does not fulfil its contractual obligations to OPES.
7.6. If OPES is in default, the buyer may only withdraw from the contract after the fruitless expiry of a reasonable grace period set in writing, which must be at least one month, insofar as the goods have not been reported as ready for dispatch or are ready for assembly by then.
7.7. In the event of partial default or partial impossibility, the buyer may only withdraw from the entire contract or demand compensation for non-fulfilment of the entire obligation if partial fulfilment of the contract is of no interest to him.

8. Transfer of risk

8.1. The statutory regulations apply to consumers.
8.2. The risk shall pass to the buyer vis-à-vis entrepreneurs EXW Zwenkau (Incoterms 2020), at the latest from the day on which the goods are available for collection ex works for the buyer or forwarding agent, carrier or other third party designated to carry out the shipment and OPES has notified the buyer of this. This also applies if partial deliveries are made or OPES has taken over other services (e.g. shipping or installation).
8.3. If an agreement deviating from that in point 8.2. has been contractually agreed, OPES reserves the right to choose the shipping route and the shipping method at its own discretion. If the shipment or handover is delayed due to a circumstance caused by the buyer, the risk shall pass to the buyer from the day on which the goods are ready for shipment and OPES has notified the buyer of this. Additional costs caused by special shipping requests of the buyer shall be borne by the buyer. The same applies to increases in freight rates, any additional costs for redirection, storage costs, etc. occurring after the conclusion of the contract, unless carriage paid delivery has been agreed. Delivery obligations are subject to proper and timely delivery by our suppliers.
8.4. Compliance with the agreed deadlines requires the clarification of all technical questions, the fulfilment of the requirements for the installation of photovoltaic modules and/or systems, if applicable, the timely receipt of all documents, approvals and releases to be provided by the Buyer as well as compliance with the agreed terms of payment and other obligations of the Buyer. If one of these preconditions is not fulfilled on time or in full, the agreed delivery periods shall be extended accordingly.
8.5. The agreed delivery dates shall be deemed to have been met upon notification of readiness for dispatch to the buyer, even if deliveries cannot be dispatched on time through no fault of OPES.
8.6. If collection by the buyer has been agreed, the delivery reported as ready for dispatch in accordance with the contract must be collected immediately with advance notice; otherwise OPES is entitled to dispatch it at the buyer’s expense and risk at its discretion and to invoice it as delivered.
8.7. If the performance of services is delayed by more than one week because the buyer culpably breaches obligations under the contract, OPES is entitled to demand a contractual penalty from the buyer amounting to 0.5% of the net price of the delayed delivery for each working day after the expiry of the one-week period, but no more than a total of 5% of this net price. The right to claim further damages under the statutory conditions remains unaffected. However, the contractual penalty shall be offset against any further damages.
8.8. OPES is entitled to make partial deliveries insofar as these are reasonable for the buyer. Such partial de-liveries may be invoiced separately; the freight costs for all partial deliveries may not exceed the agreed freight costs. The buyer’s right to withdraw from the entire contract in the event of remaining deliveries that are not made on time and in breach of duty, if he has no interest in partial deliveries already made, remains unaffected.
8.9. Excess deliveries customary in the industry are permissible and are deemed to be in accordance with the contract. The same applies to early deliveries.
8.10. Events of force majeure entitle OPES to postpone services for the duration of the hindrance caused by the force majeure. Events of force majeure shall include all events for which OPES is not responsible and which cannot be averted by applying reasonable care in the individual case, in particular monetary, trade policy or other sovereign measures, significant operational disruptions (e.g. fire, machine breakdown, shortage of raw materials or energy) as well as obstruction of transport routes – in each case not only of a short-term duration – which make delivery significantly more difficult or impossible. The same applies to strikes and lockouts. If events of force majeure or equivalent events last longer than three (3) months, both OPES and the buyer shall be entitled to withdraw from the contract or to terminate the contract. OPES shall inform the buyer as soon as possible about the occurrence and end of such events.
8.11. If the Buyer is entitled to compensation for damages in addition to performance due to delay, the damages to be compensated shall be limited to an amount of 0.5% of the agreed net price of the deliveries affected by the delay for each full week of delay, but in total to an amount of 5% of this net price. These limitations shall not apply if the delay is due to intent or gross negligence.

9. Retention of title

9.1. The goods shall remain the property of OPES until full payment has been made.
9.2. The following applies to entrepreneurs: Until all claims, including all balance claims from a current account, which OPES is entitled to from the business relationship with the buyer now or in the future, have been fulfilled, the buyer shall grant the following securities, which shall be released on request if their value exceeds the claim by more than 20% on a sustained basis.
9.3. All claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods, including all current account balance claims, are hereby assigned by the buyer to OPES in full by way of security. OPES revocably authorizes him to collect the assigned claims for his account in his own name. The collection authorization can only be revoked if the buyer is in default of payment. The purchaser is then obliged to notify the name, address and amount of the claim of all persons to whom the goods subject to retention of title have been sold by him. Pledging or transfer by way of security is not permitted. As long as the buyer is not in default of payment, the assignment shall not be disclosed. In the event of access by third parties to the reserved goods, in particular seizures, the buyer shall draw attention to the real ownership situation and inform OPES immediately so that OPES can enforce ownership rights. If the third party is not in a position to reimburse the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these.
9.4. In the event of breach of contract by the buyer – in particular default of payment, suspension of payment, filing for insolvency – OPES is entitled to take back the reserved goods or, if applicable, to demand as-signment of the buyer’s claims for return against third parties. If the buyer is an entrepreneur, the taking back or seizure of the reserved goods by OPES does not constitute a withdrawal from the contract.

10. Warranty

10.1. For consumers, the statutory provisions apply, however, the warranty period for the purchase of used items is one year. The reduction of the warranty period to one year shall not apply if the obligation to pay com-pensation is based on physical injury or damage to health due to a defect for which OPES is responsible or on intentional conduct or gross negligence on the part of OPES or its vicarious agents. Any warranty claims for entrepreneurs are excluded for deliveries of used goods. Notwithstanding this, OPES shall be liable in accordance with the Product Liability Act.
10.2. The buyer, who is an entrepreneur, must report all recognizable defects after receipt of the goods, but at the latest within 7 working days.
10.3. Hidden defects that cannot be found even after an immediate inspection may only be claimed if the notice of defects is received by OPES within 6 months after the goods have left the delivery plant.
10.4. The buyer bears the burden of proof that a defect in the delivered goods already existed at the time of the transfer of risk.
10.5. The reversal of the burden of proof in favor of the buyer provided for in § 477 BGB does not apply if the buyer is not a consumer.
10.6. In the event of justified complaints, OPES is obliged to repair or replace the module at its own discretion. OPES has the right to deliver a replacement module instead of the identical module type with at least the same technical performance and quality as the state of the art at the time of delivery of the replacement module. If the buyer does not give OPES the opportunity to convince itself of the defect, in particular if it does not immediately provide the rejected goods or other suitable evidence upon request, all warranty claims shall lapse. Replacement and return costs shall be borne by customers who are entrepreneurs.
10.7. The warranty period for O.Motion modules is 2 years; the performance guarantee is set out in the data sheet attached as Appendix 1 and is subject to the conditions described in detail in the data sheet.
10.8. The warranty for goods is subject to the following conditions or expires if one or more of the following conditions or those specified in section 5 are not complied with: Fitting and installation of the goods only by trained specialist personnel; handling in accordance with the document referred to in clause 5.1 (dust-free & dry bonding, handling during installation) and in accordance with the set-up specified in detail by OPES (bonding to the substrate, compliance with the adhesive manufacturer’s application criteria) and, if appli-cable, the performance of further individually agreed tests.
10.9. Also excluded from the product and performance warranty according to Appendix 1 (data sheet) are: damage caused by improper handling, installation or use of the products (e.g. modification, disassembly or application of a foreign substance); wearing parts and consumables; damage caused by external influences such as fire, lightning or other force majeure; accident or misuse; corrosion; cosmetic ageing; defects caused by modifications or repairs by the buyer or third parties without the prior written consent of the seller.

11. Conditions for the delivery of sample goods

Sample goods are sold at the list prices subject to retention of title. The purchase contract is subject to the condition subsequent that the sample goods do not show any visible signs of use when they are returned. The purchase price is due if the condition subsequent does not occur after return or if the buyer does not return the sample goods within six months of receipt.

12. Limitation of liability

All claims for damages against OPES as well as against its vicarious agents and assistants are excluded, regardless of the legal grounds, unless they are based on:
-violation of cardinal obligations
-intent or gross negligence
-injury to life, body or health
-product liability

13. Property rights

13.1. In accordance with this clause 14, OPES warrants that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.
13.2. In the event that the delivery item infringes an industrial property right or copyright of a third party, OPES shall, at its discretion and at its own expense, modify or replace the delivery item in such a way that no rights of third parties are infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the purchaser by concluding a license agreement with the third party. If OPES does not succeed in doing so within a reasonable period of time, the buyer is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the buyer are subject to the limitations of these terms and conditions.

14. Final provisions

14.1. The place of performance for all claims arising from the contractual relationship is Leipzig. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
14.2. If the buyer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Leipzig shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
14.3. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. In the case of consumers, this choice of law shall only apply insofar as the protection granted by mandatory provisions of the law of the country in which the consumer has his habitual residence is not withdrawn.
14.4. Should individual clauses of these terms and conditions be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties shall replace an invalid provision with a provision that comes closest to the economic purpose of the invalid provision and is effective. The same procedure shall apply in the event of any missing contractual provision.
14.5. Insofar as these Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have
14.6. agreed in accordance with the economic objectives of the contract and the purpose of these Terms and Conditions if they had been aware of the loophole.

Version 1.0 | 25.02.2025