Courtesy translation. Only the German version of these terms is legally binding.
NIRU Energy GmbH, Im Osterhoff 13, 32457 Porta Westfalica, Germany – Local Court (Amtsgericht) Bad Oeynhausen, HRB 20764 – VAT ID: DE460353284
§ 1 Scope
These terms apply to all deliveries and services to businesses (§ 14 German Civil Code, BGB), legal entities under public law and special funds under public law, including future transactions.
Conflicting or deviating terms of the customer do not become part of the contract, even if NIRU does not expressly object to them.
§ 2 Offer, conclusion of contract
NIRU’s offers are non-binding and subject to change unless expressly designated as binding. The contract is concluded only upon written order confirmation or start of performance.
Information in brochures, data sheets and yield forecasts does not constitute a guarantee of quality. A guarantee exists only if NIRU expressly designates it as such in text form.
NIRU may use subcontractors for performance.
§ 3 Prices, payment
All prices are net plus statutory VAT, ex warehouse or ex installation site, excluding packaging, freight, insurance, scaffolding and crane, unless agreed otherwise.
Payment within 7 days of the invoice date without deduction. Receipt in NIRU’s account is decisive. A cash discount requires a written agreement.
Unless agreed otherwise, 50 % of the price is due upon placing the order, 40 % upon delivery and 10 % after commissioning.
In case of default in payment, the customer owes default interest of 9 percentage points above the base rate (§ 288 (2) BGB) as well as the flat-rate default fee of EUR 40 (§ 288 (5) BGB). Further claims for damages remain reserved.
Set-off and retention are permitted only with undisputed claims or claims established by a final court decision.
In case of doubts about the customer’s solvency, NIRU may demand advance payment or security (also under § 650f BGB) and withhold performance until then.
§ 4 Delivery and performance time
Deadlines and dates are non-binding unless NIRU has expressly designated them as binding in writing.
Force majeure, supply shortages at upstream suppliers and manufacturers, decisions of authorities or grid operators, customs and transport delays, weather and comparable events extend deadlines appropriately. If they last longer than 3 months, either party may withdraw for the affected part without damages being owed.
Partial deliveries and partial performance are permitted.
Damages for delay are excluded in cases of slight negligence. In cases of gross negligence, they are limited to 0.5 % per completed week and 5 % in total of the value of the delayed performance.
§ 5 Customer cooperation
The customer provides in good time and at its own expense: free access, a load-bearing roof suitable for installation, an operational meter cabinet and grid connection, power and water, and all necessary permits and consents of third parties (owners, grid operators, authorities). Additional effort and waiting times due to lack of cooperation are charged according to effort.
§ 6 Retention of title
NIRU retains title to all delivered goods until all claims arising from the business relationship have been paid in full (current-account retention of title).
The customer may resell the reserved goods in the ordinary course of business and hereby assigns to NIRU all claims arising from the resale in the amount of the invoice value. NIRU accepts the assignment. Combination, processing and installation are carried out for NIRU as manufacturer; NIRU acquires co-ownership in proportion to the invoice value.
In case of default in payment, NIRU may demand return of the reserved goods and take them back, even without withdrawing from the contract. The customer grants NIRU access for this purpose; removal, collection and transport are at the customer’s expense.
§ 7 Acceptance, inspection, notice of defects
The customer must inspect the goods without delay after delivery and the work without delay after completion. Obvious defects must be notified in writing within 5 working days, hidden defects without delay after discovery, at the latest within 5 working days. § 377 of the German Commercial Code (HGB) applies in any case. If notice is not given, the performance is deemed approved.
Acceptance is deemed to have occurred if the customer puts the system into operation or, after notification of completion, does not notify material defects in writing within 5 working days.
§ 8 Warranty claims
In case of defects, NIRU performs, at its option, subsequent performance by repair or replacement delivery. The customer is entitled to price reduction or withdrawal only after subsequent performance has failed twice.
The limitation period for warranty claims is 12 months from acceptance or delivery. This does not apply in cases of intent, fraudulent concealment, personal injury, and where the law mandatorily provides longer periods.
No warranty claims exist for natural wear and tear, improper handling, interference by third parties, overvoltage/grid disturbances, effects of weather and force majeure, and deviations that are insignificant for value and use.
Manufacturer guarantees (e.g. 10 years on inverters and storage) are granted exclusively by the manufacturer; NIRU does not assume its own guarantee. The customer first asserts guarantee claims directly against the manufacturer; NIRU provides support on request against reimbursement of expenses.
Recourse claims under §§ 445a, 445b BGB are excluded insofar as the customer has not concluded a consumer goods sale with its own customer.
§ 9 Liability
NIRU is liable without limitation in cases of intent, for injury to life, body or health, under the Product Liability Act, and insofar as NIRU has expressly assumed a guarantee in writing.
Otherwise, in cases of gross negligence NIRU is liable only for typical and foreseeable damage, limited to the net order value and at most to the amount paid out by NIRU’s public liability insurance in the individual case. In cases of slight negligence, NIRU is liable only for breach of essential contractual obligations (cardinal obligations), limited to the typical foreseeable damage up to 50 % of the net order value.
Liability is excluded for lost profit, lost feed-in tariff or yields, business interruption, indirect damage, consequential damage, loss of data, and damage resulting from incorrect information, documents or specifications of the customer or third parties.
The limitations of liability also apply in favour of NIRU’s employees, representatives and vicarious agents.
Claims for damages become time-barred 12 months after knowledge, unless the law provides for a shorter period and paragraph 1 does not apply.
§ 10 Withdrawal, cancellation
After conclusion of the contract, the customer may withdraw or cancel only with NIRU’s written consent.
In case of cancellation by the customer, NIRU may demand 25 % of the net order value as flat-rate damages. The customer remains free to prove a lower damage, and NIRU to prove a higher damage. Specially ordered goods are charged in full.
NIRU may withdraw from the contract if the customer does not make payments despite a deadline being set, if insolvency proceedings are applied for, or if essential cooperation obligations are breached.
§ 11 Miscellaneous
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction for all disputes is Bad Oeynhausen. NIRU may also sue the customer at the customer’s general place of jurisdiction.
Amendments and additions require written form; this also applies to the waiver of this written-form clause.
If a provision is invalid, the valid provision that comes closest to its economic purpose applies in its place. The remaining provisions remain valid.
Data processing: see privacy policy.
As of: 02.11.2026