Terms and Conditions

Welcome to Viridis Energy!

These terms and conditions outline the rules and regulations for the use of Prioritas Viridis's Website, located at https://pviridis.com.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use Viridis energy if you do not agree to take all of the terms and conditions stated on this page.

1. Scope

(1) These general terms and conditions of service exclusively apply to all contracts concluded by ourselves with a customer for our deliveries and services as well as pre-existing contractual obligations in this regard, unless expressly agreed otherwise in writing. Other terms and conditions of business or purchase are not covered in the contract, even if we do not expressly contest them. This also applies if we provide our services to the customer without reservation with full knowledge of conflicting or different terms and conditions or reference is made to these in individual correspondence.

(2) Even if not expressly referred to when similar contracts are concluded in on-going business relations, our general service terms and conditions shall apply exclusively in the version which can be found at http://pviridis.com/gstc upon placement of an order by the customer, unless another agreement has been concluded in writing between the contractual partners. On request, the customer shall also be provided free of charge with the current version of the general service terms and conditions in a printed form.

2. Conclusion of contract, offer documents

(1) Our offers are non-binding and subject to change without notice, unless the offer is expressly declared as binding in writing. The customer shall be bound for two weeks to declarations concerning the conclusion of contracts (contract offers).

(2) A legal obligation only comes into existence as a result of a contract signed by both parties or our written order confirmation, or upon commencement of rendering of service on our part in accordance with the contract. We can demand written confirmation of verbal acceptance of a contract by the customer.

(3) The products presented on the web portal are not binding sales offers on our part. The customer places the product in a virtual shopping basket by clicking on the [Order] button. The customer makes a binding offer to purchase by clicking on the [Submit order] button. A contract between the customer and us comes into effect only on acceptance of a customer order by us (confirmation of receipt of order) or upon commencement of the provision of the contractual services by us.

(4) The written acceptance of the binding purchase offer by us (order confirmation) can also be done by e-mail. The confirmation of the receipt of the purchase offer (order confirmation), which the customer receives immediately after submitting their order, does not constitute acceptance of the purchase offer.

(5) All of the information provided by us is valid at the time of the visit to the web portal by the customer – unless otherwise stated or agreed – as information, offers and prices are constantly updated by us.

(6) We reserve proprietary rights and copyrights to illustrations, drawings, cost estimates, tools and other documents. This also applies to written documents that are identified as “confidential”. The customer requires our express written consent before they are transferred to third parties or used by third parties.

(7) The contractual partners pledge to return or destroy all documents and information received in the context of the cooperation and all copies produced on request.

3. Subject matter of the contract, guarantees, service changes

(1) The scope, type and quality of deliveries and services is determined by the contract signed by both parties or our order confirmation; otherwise our offer. Our order confirmation based on the purchase offer submitted by the customer governs orders placed via the web portal. Other information or requests only form part of the contract if the contracting partners agree them in writing or we have confirmed them in writing. Subsequent changes to the scope of services require written agreement or our express written confirmation.

(2) Product descriptions, illustrations and technical data are performance specifications but not guarantees. A guarantee requires an express written declaration. Where guarantees are specified in offers, these are exclusively manufacturers’ guarantees. Any resulting claims are to be made against the respective manufacturer. Drawings, illustrations, dimensions, weights or other performance data is only binding if it is expressly agreed in writing.

(3) We reserve the right to make minor changes to the services, provided these are minor changes to services that the customer can expect. Standard quality, quantity, weight or other deviations in particular are to be accepted by the customer, even if they make reference to brochures, drawings or illustrations in their order, unless specifically agreed upon as a binding condition. In addition, we draw attention to the fact that technical deviations from performance data may occur, in particular in connection with colour differences, frame height and module size.

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

4. Time of performance, delays, partial performance, place of performance

(1) Any information with regard to time of delivery and performance is non-binding unless otherwise declared binding by us in writing. All delivery and performance deadlines are subject to proper and timely delivery on the part of our suppliers. Delivery deadlines begin with the dispatch of the order confirmation by us, but not before all commercial and technical questions between the customer and us have been clarified and the customer has fulfilled all duties incumbent upon him (e.g. provision of all necessary official authorisations or the realisation of agreed downpayments).

(2) Delivery and performance deadlines shall be extended by the period of time in which the customer is in default of payment under the terms of the contract and as long as circumstances for which we are not responsible prevent us from rendering delivery or service, and they shall be extended by a reasonable time subsequent to the end of the delay. These circumstances include force majeure, shortages of raw materials on relevant commodity markets, delays caused by our suppliers and industrial disputes. Deadlines shall also be considered as extended by any such time in which the customer breaches the contract by not meeting his obligation to cooperate (e.g. by not providing an item of information, not supplying a provision or failing to provide staff).

(3) In the event of the contractual partners subsequently agreeing to perform different or additional services which affect the agreed deadlines, these deadlines shall be prolonged by a reasonable period of time.

(4) Should, on the request of the customer, a postponement of delivery or service performance deadlines be agreed, we are entitled to demand remuneration at the time at which it would have been due without the postponement. Agreement on the Postponement of such deadlines requires the written form.

(5) Any dunning reminders and setting of deadlines on the part of the customer must be in the written form to be considered effective. A period of grace granted must be of an appropriate nature. A period of less than two weeks shall only be deemed appropriate in cases of special urgency.

(6) We are entitled to make partial deliveries, inasmuch as the delivered parts can be reasonably used by the customer. We reserve the right to deliver excess or reduced deliveries of up to 5 % of the scope of delivery.

(7) Agreed delivery deadlines shall be regarded as having been adhered to if the goods have been handed over to the transportation carrier on the agreed date of delivery or as soon as we have informed the customer that the goods are ready for shipment.

(8) In the event of a (definitive) failure to deliver to us on the part of our supplier, despite careful selection of the said supplier on our part and the order complying with the requirements of our delivery obligation, we shall be entitled to full or partial withdrawal vis-à-vis the customer if we indicate our non-delivery to the customer and, insofar as this is admissible, offer to assign the claims we are entitled to enforce against the supplier to the customer. We shall not bear any liability for slight negligence in our selection procedure when it comes to choosing our suppliers.

(9) Our place of business is the performance location, provided no other location is stipulated or agreed.

5. Packaging, shipping, transfer of risk, insurance

(1) Our deliveries shall be packed in a customary fashion and according to commercial usage at the expense of the customer.

(2) Risk is transferred to the customer as soon as the product has left our factory or shipping warehouse. This also applies to partial deliveries, subsequent deliveries and further services performed by us, particularly forwarding charges or delivery to the customer’s premises. In the case of the existence of a work contract which requires acceptance, risk is transferred on acceptance.

(3) The mode of shipping and the carrier and transportation route shall be selected by us, provided we have not received other written specifications from the customer. With regard to this selection, we shall only be held liable in case of intent or gross negligence.

(4) A freight insurance policy shall be concluded for the shipment at the expense of the customer, provided no other arrangements have been agreed. This freight insurance covers the reimbursement of goods, damaged or lost during the transport, in form of a free delivery of replacement, including the transport (standard delivery) to the initial delivery address or as goods credit through Prioritas Viridis Kft.

(5) An important requirement for the utilization of the insurance benefits is the ordinary documentation of obvious deficits/defects of the goods (incorrect amount or damaged packaging and goods). This documentation must be done by the consignee at receipt of the goods on the scanner or the bill of lading of the transport service provider, who has been commissioned by Prioritas Viridis Kft.

6. Prices, remuneration, payment, set-off and assignment prohibition

(1) All prices are valid ex works unless otherwise agreed by the contractual partners. All prices and remunerations are in Euro plus statutory value added tax and other applicable duties in the country of delivery, plus transportation costs, expenses, packaging, shipping and, if applicable, insurance of goods in transit.

(2) The contractually agreed prices are to be paid. Services are invoiced on a time and material basis.

(3) Shipping of our products occurs exclusively against prepayment by bank transfer. The customer pledges to pay for our deliveries and services immediately following conclusion of the contract, provided no other agreements have been reached. Insofar as, in an exceptional case, no prepayment is due, payments shall, in the absence of any other agreement between the contractual partners, be due immediately following performance of service and receipt of invoice by the customer and shall be payable without deduction within 14 days.

(4) In the absence of a special agreement, we shall only accept non-cash payments (i.e. bank transfers of payments to the bank account stipulated in the contractual documents). Bills of exchange and cheques shall, as a matter of principle, not be accepted, and if at all, then only by way of payment. The customer shall pay any charges for bills of exchange, discount fees and collection charges. These are due with immediate effect. We shall bear no liability for timely collection or timely protest, insofar as we are only guilty of slight negligence in this respect.

(5) The customer is allowed to instruct third parties with fulfilling their commitment towards us. If the third party performs in the same way as the customer is obligated to perform towards us we accept the third-party service as the customer’s stipulated achievement.

(6) Late payments of the customer’s are subject to an interest charge. This does not affect the right to assert claims for higher damages caused by default.

(7) If the customer is in default of payment for longer than 30 calendar days, bills of exchange or cheques are protested or if insolvency proceedings or comparable proceedings under other legal systems are filed against the customer’s assets, we shall be entitled to demand immediate payment of all accounts receivable against the customer, to withhold all deliveries and services and to assert all reservations of proprietary rights.

(8) Set-off entitlements may only be accorded the customer if his counterclaims are not contested or recognized as legally valid by us. The customer may only assign rights from this contract to a third party with our prior written agreement. The customer shall only be entitled to exercise a right of retention or plead the defence of non-fulfilment of contract within the respective contractual relationship.

(9) Circumstances occurring after conclusion of the contract which significantly influence the calculation basis in an unforeseeable manner and which lie outside our sphere of influence entitle us to adjust the agreed price to a level exclusively designed to address these circumstances. This applies in particular to changes in legislation, official measures, price increases on the part of our upstream suppliers and currency fluctuations. The price adjusted on this basis is based on the same calculation basis as that originally agreed and shall not serve to contribute to an increase in profit.

(10) In the event of us receiving unfavourable information concerning the financial circumstances or creditworthiness of the customer following conclusion of the contract, we are, if advance payment is not due in any case, entitled to make performance and delivery dependent on an appropriate advance payment on the part of the customer or the provision of security in the form of a deposit or bank guarantee.

7. Retention of Ownership

(1) We reserve ownership of the delivery items until all payments from the business relationship with the customer have been received. Retention of ownership also covers the recognised balance insofar as we include any outstanding accounts of the customer’s into our invoice (reservation of current account).

(2) In case of a breach of the contract by the customer, in particular in case of a delay of payment, we are entitled to request the delivery item back from the customer after declaring an appropriate grace period. By taking back the delivery item, we are not withdrawing from the contract unless we have expressly declared this. Our seizure of the delivery item always constitutes a withdrawal from the contract. If the goods are seized or third parties intervene in other forms, the customer is to inform us in writing immediately so that we may institute legal proceedings. Insofar as the third party is not in a position to reimburse us the judicial and extrajudicial costs for legal proceedings, the customer accepts liability for the loss we sustain.

(3) The customer has the right to sell on the delivery item as part of proper business dealings. However, the customer assigns to us any claims they hold against their buyers or third parties from this resale, but limited to the amount of the invoice total (incl. value-added tax) of our goods delivery. This applies regardless of whether the delivery item has been resold without or following processing. The customer may collect this claim even after its assignment. However, we remain entitled to collect the claim ourselves but undertake not to collect the claim as long as the customer duly meets their payment obligations and is not in default of payment. In that case we may demand that the customer inform us of the assigned claims and their debtor, provide all the necessary information for the collection, furnish all the associated documentation to us and notify the debtor (third party) of the assignment.

(4) Processing or reshaping the delivery item by the customer is always carried out on our behalf. If the delivery item is processed with other goods not belonging to us, we acquire co-ownership of the new object in the ratio of the value of the delivery item to the other processed objects at the time of processing. In all other aspects, the same applies to the object resulting from the processing as it does to the reservation product.

(5) If the delivery item is merged inseparably or mixed with other goods not belonging to us, we acquire co-ownership of the new object in the ratio of the value of the delivery item to the other merged or mixed objects at the time of processing If merging or mixing takes place in a fashion that leads to the item of the customer’s being considered the main item, it is considered agreed that the customer will transfer pro rata co-ownership to us. The customer retains the sole ownership or co-ownership for us.

(6) The customer also assigns to us the claims for securing our claims against the customer, which accrue to them against a third party from joining the delivery item with a piece of property.

(7) We undertake to release the securities to which we are eligible upon request of the customer provided that their value exceeds the claims to be guaranteed, unless they have been paid, by more than 20%.

(8) For advance payment agreed with us and performed by the customer (initial and subsequent), the above regulations of Sect. 7, (1)–(7) expressly are not considered. In case the customer pays the full amount in advance, the ownership of the delivery item paid for by the advance payment is transferred to the customer when the item is handed over to the customer or when a constitutum possessorium is agreed with the customer.

8. Contractual commitment and termination of contract

(1) In case of a breach of obligation on our part, the customer is entitled to prematurely terminate the exchange of services ahead of time, regardless of the legal reasons involved (e.g. in the event of withdrawal from the contract, damage claims instead of the service, termination for an important reason) only if, in addition to the legal requirements, the following requirements, are met:

a) The breach of contract shall be specifically protested. The correction of the violation shall be requested within a stipulated time period. In addition, a threat should be made to the effect that, should this period expire without positive results, no further services relating to the protested violation will be accepted and, consequently, the exchange of services shall be terminated partially or completely.

b) The period for remedying the violation must be adequate. A period of less than two weeks shall only be deemed appropriate in cases of special urgency. The fixing of a deadline can be dispensed with in case of serious and final refusal of performance.