General Terms and Conditions

1.1

These General Terms and Conditions govern the conclusion, content, and fulfillment of contracts for sales, work, service, and similar services, as well as related services, between 3S and its contractual partners (hereinafter referred to as “Customer(s)”). The Customer’s general terms and conditions of purchase and business are hereby excluded. Their validity requires the written consent of 3S. The General Terms and Conditions, in their current version (as of the date of purchase), also apply to future legal transactions with the same Customer without the need to refer to them again in each individual case.

1.2 Definitions

The definitions are listed in alphabetical order:

An "OFFER" is 3S's (non-binding) list of PRODUCTS and services, as well as the terms and conditions of the contract.

ORDER CONFIRMATION constitutes 3S's acceptance of the ORDER.

A "B-QUALITY MODULE" is a PV module with cosmetic defects that fulfills both its electrical and safety-related functions.

An ORDER is an offer to enter into a contract made by the customer based on the OFFER. It is binding on the customer.

The BLIND MODULE is made of the same materials as the standard module, but either without cells (OZ) or with cells but without power generation (dummy cells BZ).

CREA MODULE is a PV module that differs from the standard module in shape and dimensions. It features either cells with power generation (CREA MZ), cells without power generation (CREA BZ), or no cells at all (CREA OZ).

A ROOF PANEL is a composite panel that does not have power generation and has a similar color appearance to a standard module.

SERVICES are services that the customer may commission from 3S in addition to the PRODUCTS for the planning or execution of their projects, or for the maintenance or analysis of a PV system (e.g., construction supervision or project management).

SUPPLEMENTARY MODULES are MODULES without cells and without power generation capabilities that look similar to PV modules, such as BLIND MODULES, roof panels, and light inlets

A "FACHPARTNER" is a customer who resells 3S's PRODUCTS to its own customers.

HYBRID MODULE is a solar module that uses sunlight to generate direct current and hot water.

LIGHT INLETS are transparent glass panels in the size of a standard module.

MINIMUM OUTPUT is the rated output (power class) specified on the POWERLABEL, minus the manufacturing tolerance.

POWERLABEL is the type plate of the PV module, which is typically affixed to the back of the PV module and contains the performance data and serial number.

The PRODUCT consists of the PV modules, thermal modules, and system components specified in the CONTRACT.

PV modules are standard modules, HYBRID MODULES, or special modules.

TRAINING refers to training-related support provided to the customer by or on behalf of 3S.

A SPECIAL MODULE is a solar module that generates direct current from sunlight but is not a mass-produced product. Pilot series modules are also considered SPECIAL MODULES.

A STANDARD MODULE is a solar module that generates direct current from sunlight and is manufactured as a mass-produced product.

SYSTEM COMPONENTS are the parts and accessories required for mounting and connecting the modules.

THERMAL MODULE is a solar module that uses sunlight to heat hot water.

The SALES VOLUME AGREEMENT governs the collaboration between the specialist partners and 3S solution partners regarding volume-based discounts on products and services.

"CONTRACT" means the ORDER and ORDER CONFIRMATION, including the documents referred to therein, and any other agreements between 3S and the customer.

The SUBJECT MATTER OF THE CONTRACT consists of the PRODUCTS, as well as the accompanying documentation and SERVICES, which are to be delivered or provided in accordance with the CONTRACT.

2.1 The OFFER includes a validity date and is binding until that date. Brochures, fact sheets, and price lists are nonbinding.

2.2 The ORDER placed by the customer is binding. Unless otherwise specified in the ORDER, 3S is entitled to accept the ORDER within seven (7) days of receipt. To be valid, the acceptance (e.g., order confirmation) must be in written or machine-readable form.

2.3 If the customer’s order differs from the OFFER, the order confirmation shall apply unless the customer objects immediately upon receipt. In all other respects, the various contractual documents shall apply in the order listed below:

a) SALES VOLUME CONTRACT

b) ORDER CONFIRMATION

c) THE ORDER or other agreements, excluding any appendices and documents deemed to be part of this Agreement;

(d) Appendices and documents that form part of these agreements;

e) these Terms and Conditions.

2.4 Any agreements that deviate from or supplement these General Terms and Conditions must be in written or machine-readable form to be valid. Legally significant declarations by the customer to 3S (e.g., notices of defects, declarations of withdrawal, or the exercise of design rights) must be in writing to be effective.

2.5 Settlements or out-of-court agreements regarding claims for damages or similar compensation must be in writing and signed by 3S’s authorized signatories to be valid.

3.1 Delivery is made on an FCA basis in accordance with Incoterms 2020. At the customer’s request and expense, the PRODUCTS will be shipped to a different destination (sale with delivery Incoterms 2020 DAP). Unless otherwise agreed, 3S is entitled to determine the method of shipment (in particular, the carrier, route, and packaging) and insurance. The customer must notify 3S of any requests regarding shipment and insurance no later than at the time of the ORDER.

3.2 The transfer of risk is governed by Incoterms 2020.

3.3 If a date for acceptance of the work has been agreed upon, that date shall determine the transfer of risk. In all other respects, the statutory provisions shall apply to the delivery of the work. A delay on the part of the customer shall be deemed delivery or acceptance.

4.1 The Customer must inform 3S, no later than at the time of the ORDER, of any regulations pertaining to the performance of deliveries and services, the installation and operation of the PV modules, and the prevention of illness and accidents in the country of destination.

4.2 In the absence of such notices, 3S may assume that the PRODUCTS and services ordered by the customer comply with the regulations of the country of destination. 3S shall not be liable for damages resulting from the failure to provide such notification. 3S reserves the right to charge the customer for any additional costs incurred as a result of the failure to provide such notification.

5.1 The terms of payment and delivery are set forth in a separate, concurrently applicable document.

5.2 The prices for the SUBJECT MATTER OF THE CONTRACT correspond to the information specified in the CONTRACT. For work performed on a time-and-materials basis, the price is determined based on the hourly rates specified in the CONTRACT. If no hourly rates have been agreed upon, the hourly rate charged by 3S to other customers for comparable work shall apply. All prices are exclusive of VAT.

5.3 Delivery of the PRODUCTS and provision of the SERVICES are made against invoice. The full invoice amount (100%) is due within fourteen (14) days of the invoice date. 3S reserves the right to require a deposit, advance payment, or cash on delivery from the customer.

5.4 Upon expiration of the payment deadlines specified above, the customer shall be in default. In this case, 3S is entitled to charge default interest at a rate of 10% per year. This does not affect 3S’s right to charge the statutory default interest or to prove to the customer that it has incurred greater damages.

5.5 All payments must be made without any deductions in the currency specified in the CONTRACT. The customer is entitled to set-off or retention rights only to the extent that its claim has been legally established or is undisputed.

5.6 In the event of a delay in payment by the customer, 3S is entitled, upon written notice to the customer, to suspend the contractual services until the outstanding amount has been paid in full.

6.1 The Customer shall provide the technical documentation necessary for the performance of the SUBJECT MATTER OF THE CONTRACT (e.g., current drawings, descriptions, diagrams, instructions). 3S is entitled to use this documentation for the purposes of the Contract.

6.2 The intellectual property rights arising from the performance of this Agreement (copyright, patent rights, etc.), in particular those relating to works, concepts, and documentation created specifically by 3S in written or machine-readable form, belong to 3S. The contracting party has the non-transferable and non-exclusive right to use these intellectual property rights within the scope of the purpose of the contract.

6.3 Pre-existing intellectual property rights (copyrights, patent rights, etc.) remain with 3S or third parties. The contracting party is granted a non-exclusive and non-transferable right to use such pre-existing intellectual property rights within the scope of the purpose of the contract.

7.1 3S undertakes to exercise due care and professional expertise when providing SERVICES in connection with the sale and delivery of the PRODUCTS.

7.2 3S assumes no liability for the accuracy of any information provided orally or in writing in connection with the provision of SERVICES. In all other respects, Section 8.2 regarding LIABILITY applies.

7.3 The Customer agrees to maintain the construction sites and locations that 3S employees must access to perform the SERVICE in a safe condition, to comply with all applicable laws, regulations, and provisions regarding occupational safety and health, as well as the applicable operating instructions, and to provide 3S employees with the relevant information as needed. The customer must also ensure that its employees have received prior training on roof safety.

7.4 If the customer fails to fulfill these obligations, 3S is entitled to suspend the provision of services and to charge surcharges for the lost working time of 3S employees. The decision rests solely with 3S. The suspension of service provision does not constitute a delay or a breach of contract. All associated costs shall be borne by the customer.

7.5 3S and the Customer acknowledge that the AGREEMENT and its performance do not in any way constitute a corporate, partnership, employment, or agency relationship between 3S and the Customer.

8.1 WARRANTY

a) Duty to Inspect Goods and Give Immediate Notice of Any Defects

The customer is required to inspect the PRODUCTS for defects within ten business days of delivery. If a defect is discovered during the inspection or if a hidden defect is discovered later, the customer is obligated to notify 3S in writing within ten business days of discovering the defect. Irrespective of this duty to inspect goods and give immediate notice of any defects, the customer must report obvious defects as well as incorrect or short deliveries in writing within ten business days of delivery.

b) Location where the guarantee work will be performed

3S reserves the right to request that the customer return the PRODUCTS to 3S, in whole or in part, at the customer’s expense, in order to properly perform guarantee work. Replaced PRODUCTS become the property of 3S.

c) Warranty Claims

In the event of a defect, 3S has the right to choose whether to repair the defect or to replace the defective PRODUCTS for the customer (upon return of the defective products). In this regard, 3S reserves the right to supply the customer with comparable (rather than identical) products in place of the defective products; in the case of PV modules, their minimum output must at least match that of the products subject to complaint. The right to rescission or reduction is hereby excluded.

8.2 LIABILITY

3S’s liability to the customer, regardless of the legal basis, is excluded to the extent permitted by law. Without limiting the foregoing limitation of liability, 3S’s liability is specifically excluded for indirect, incidental, or consequential damages. These include lost profits, compensation for loss of use, loss of production, costs of remedying damage exceeding the replacement of the PRODUCT or the SERVICE, damage to reputation, liability damages, damages resulting from legal proceedings, damage to other goods, etc. Without limiting the foregoing limitation of liability, 3S’s liability is limited, in particular, to the total price of the PRODUCT or SERVICE for the respective ORDER. Without limiting the foregoing limitation of liability, 3S’s liability for PRODUCTS is specifically excluded for damages attributable to causes for which 3S is not responsible, e.g., normal wear and tear, improper maintenance, failure to follow installation instructions, erosion, corrosion, or cavitation, as well as loss, damage, or delay due to force majeure, such as, in particular, war, riots, fire, flooding, epidemics, strikes or work stoppages, government measures, as well as acts of the customer or its customer, transportation delays, and the inability to obtain necessary labor or materials from the usual sources. Without limiting the foregoing limitation of liability, 3S shall not be liable in any way in connection with the delivery and use of MODULES that are not subject to the Low Voltage Directive (e.g., display modules, etc.) by the customer, subject to the following provisions regarding the PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE (Section 9). All 3S PRODUCTS must be used and installed in accordance with 3S’s design and installation specifications and in accordance with the current state of the art. If the products are improperly designed, used, or installed contrary to the aforementioned provisions, 3S shall not be liable for any resulting damages.

8.3 Withdrawal

In the event of a disruption in performance for a reason not attributable to 3S, the delivery date or completion date shall be extended by the duration of such disruption. If the disruption lasts longer than six (6) weeks, both 3S and the customer are entitled to terminate the CONTRACT by giving the other party seven (7) calendar days’ written notice. 3S is entitled to compensation for the additional costs incurred as a result of the disruption in performance or, in the event of termination, for the work performed and partial deliveries made up to the time of termination that cannot be reversed at no cost.

9.1 The term of the product guarantee begins upon delivery of the PRODUCTS to the agreed-upon location. The term of the PERFORMANCE and WEATHER RESISTANCE GUARANTEE for PV MODULES begins upon delivery of the PV MODULES or, at the latest, 12 months after the PV MODULE’s date of manufacture. The guarantee class for the various module types is specified in the order documents. If the module’s guarantee class is not specified in the order documents and nothing else was agreed upon at the time of ordering, the standard guarantee class applies to the module. Unless otherwise agreed, the manufacturer’s warranty applies to commercial products. This includes, in particular but not exclusively, solar modules from OEM production, windows, and railing components. These products are marked as “Manufacturer’s Warranty” in the order documents. 3S does not provide any warranties. In cases where products are delivered with a reference to the manufacturer’s warranty, any warranty provided by 3S is excluded. The guarantee conditions and periods of the product manufacturer apply to the delivered products. 3S does not assume responsibility for such manufacturer warranties; however, 3S will assist in asserting these warranties if a valid claim is made.

9.2 SCOPE OF THE PRODUCT GUARANTEE

a) 3S guarantees, in accordance with the following provisions, that the PRODUCTS it delivers are free from material and manufacturing defects. This does not apply to B-QUALITY MODULES, which may have cosmetic defects.

b) MINOR DEFECTS are defects that do not impair the functionality and electrical operational safety of a PRODUCT when used properly, e.g., discoloration of the cell, colour accuracy and colour uniformity in modules with additional coloring or satin finishing, yellowing, and minor delamination of the PV module. Cell fracture that does not result in performance falling below the level guaranteed in Section 9.3 is not considered a material or manufacturing defect and is excluded from the product guarantee. Condensation on thermal modules is also considered a minor defect, provided that it does not significantly impair performance.

c) If PV modules in the MASTER guarantee class fail to meet the terms of this warranty during a period of ten (10) years, 3S will, at its discretion, either repair the PV module or replace it with an identical or comparable PV module (see Section 8). Second-hand modules inspected by 3S may also be used as replacements.

d) If PV modules in the ADVANCED guarantee class fail to meet the terms of this warranty during a period of ten (10) years, 3S will, at its discretion, either repair the PV module or replace it with an identical or comparable PV module (see Section 8). For HYBRID MODULES, the ten (10)-year product guarantee applies exclusively to the solar module for power generation. For the absorber used for hot water heating, including the bonding (thermal component), the warranties for THERMAL MODULES apply (see 9.2 e). Second-hand modules tested by 3S may also be used as replacements.

e) Thermal modules and the thermal component of HYBRID MODULES are covered by a five (5) year product guarantee. If thermal modules or the thermal component of HYBRID MODULES fail to comply with this guarantee during a period of five (5) years of this warranty, 3S will, at its discretion, either repair the thermal module or the thermal component of the HYBRID MODULE or replace it with an identical or comparable product (see Section 8). Second-hand modules that have been tested by 3S may also be used as replacements.

f) If any of the other PRODUCTS and PV modules in the standard guarantee class fail to comply with this warranty during a period of two (2) years fail to comply with this warranty, 3S shall, at its discretion, either repair the PRODUCT or PV module or replace it with an identical or comparable PRODUCT or PV module (see Section 8).

g) If PV modules in the MANUFACTURER'S guarantee class exhibit defects, the manufacturer's warranty terms shall apply.

(h) The replacement or additional delivery of PRODUCTS shall not result in a renewal or extension of the warranty or the term of this product guarantee.

i) This liability does not cover any costs or expenses incurred by the customer, nor any other damages, such as loss of revenue or energy purchases.

9.3 SCOPE OF THE OUTPUT GUARANTEE

a) 3S provides the following OUTPUT GUARANTEE for the PV modules it manufactures:

i) MODULES in the MASTER guarantee class: For a period of one (1) year, the output is at least 97% of the minimum output; thereafter, performance shall decrease gradually by no more than 0.7% of the minimum output per year over a period of up to twenty-four (24) years. The output guarantee expires after twenty-five (25) years.

ii) MODULES in the ADVANCED guarantee class: For a period of one (1) year, the power output shall be at least 97% of the minimum output; thereafter, for a maximum period of fourteen (14) years, the power output shall gradually decrease by no more than 1.2% of the minimum output per year. The OUTPUT GUARANTEE expires after fifteen (15) years. The OUTPUT GUARANTEE applies only to modules with active cells.

iii) MODULES in the standard guarantee class: The output shall be at least 80% of the minimum output for a period of five (5) years.

iv) For HYBRID MODULES, the output guarantee is limited to the electrical components. The solar thermal component is excluded from the output guarantee.

v) For thermal modules, there is no output guarantee regarding thermal output.

b) If, within the specified time periods, the output of the PV module falls below the specified, applicable minimum value and the loss of performance, according to an investigation by 3S using 3S measuring equipment under standard industry test conditions, is attributable to signs of aging in the glass, cell, or encapsulant (degradation), 3S shall, at its discretion, compensate for the lost module output either by delivering additional standard modules or by replacing the module with a comparable (not identical) module, whereby the replacement is limited to the total rated power of the PV modules supplied by 3S for the question solar energy system. Power losses attributable to other causes (e.g., defective product, damage, or soiling, etc.) are excluded from the output guarantee. In all other respects, Section 8 applies.

c) The replacement or additional delivery of PV modules does not result in a renewal or extension of the warranty or the output guarantee.

9.4 SCOPE OF THE WEATHER RESISTANCE GUARANTEE

a) 3S guarantees that the glass in the PV modules it manufactures—for which a weather resistance guarantee is provided in accordance with the current price list—will not be destroyed by normal weather effects for a period of forty (40) years from the date of delivery by 3S. Excluded are destruction and damage caused by human or animal activity, severe weather such as lightning strikes, hail, and wind gusts; furthermore, natural disasters, earthquakes, and extreme weather phenomena.

b) At its discretion, 3S will replace PV MODULES that have been damaged by normal weather effects either by supplying a standard module, a comparable module, or weather protection. In all other respects, Section 8 applies.

c) The replacement or additional delivery of PV modules does not result in a renewal or extension of the warranty or the term of the weather resistance guarantee.

9.5 EXCLUSION OF THE PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE

a) The PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE are excluded in the following cases (i.e., the applicable warranty is void):

i) 3S’s installation instructions and/or maintenance instructions were not followed. Modifications were made or parts were replaced that do not conform to the original specifications;

(ii) lack of rear ventilation for the solar modules or rear ventilation that does not comply with the installation instructions;

iii) improper use, storage, and handling of the PV modules;

iv) Operation under unsuitable environmental conditions (such as full or partial shading) or using unsuitable methods that deviate from the product specifications, installation instructions, or information provided on the POWERLABEL;

v) Use of devices to apply reverse current to PV modules (to melt snow or for other applications);

vi) external, extreme factors such as direct smoke, salt, chemical substances, or other contaminants;

vii) other improper use, e.g., use for a purpose other than that for which it is intended, or use that does not comply with applicable technical or safety regulations;

viii) The impact of natural forces, acts of God, and other unforeseeable circumstances beyond 3S’s control, such as earthquakes, hurricanes, lightning strikes, floods, or unexpectedly heavy snowfall in certain regions.

b) The warranties apply only to the initial installation of the products. If products that have already been installed are removed and reinstalled in a new system, all warranties are void.

c) The limitations of liability set forth in Section 8 apply without restriction to the PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE.

9.6 CLAIMING THE PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE

a) Warranty claims must be filed within the applicable warranty period.

b) 3S accepts only returns of PRODUCTS that have been approved by 3S.

c) Any defect must be reported to 3S within 10 days of its discovery. Warranty claims must always be submitted to 3S in writing (see Section 8.1). The original invoice or order confirmation (specifying the delivery date, module type, and serial number) must be enclosed.

d) If 3S successfully refutes a claim under the PRODUCT, OUTPUT and WEATHER RESISTANCE GUARANTEE, the other party shall provide compensation to 3S for all costs and expenses incurred by 3S.

9.7 In the event of disputes regarding warranty claims, an accredited testing institute—such as the Fraunhofer Institute for Solar Energy Systems ISE in Germany, TÜV Rheinland in Germany, KIWA in Italy, or the SUPSI Institute for Applied Sustainability to the Built Environment in Switzerland—shall be consulted for a technical assessment. The costs of this assessment shall be borne by the losing party, unless they are imposed on another party. 3S has the right to select and commission the testing institute.

10.1 The PRODUCTS remain the property of 3S until full payment has been made.

10.2 The customer is obligated to cooperate with any measures necessary to protect 3S’s property. In particular, the customer authorizes 3S to register or note the retention of title in public registers, ledgers, or similar records.

10.3 The customer is obligated to maintain the delivered systems at its own expense for the duration of the retention of title and to insure them in favor of 3S against theft, breakage, fire, water damage, and other risks.

10.4 The customer must also take all necessary measures to ensure that 3S’s title to the goods is neither impaired nor revoked. Until full payment has been made, the customer may not resell the SUBJECT MATTER OF THE CONTRACT or any part thereof.

11.1 These General Terms and Conditions and all legal relationships between 3S and the customer shall be governed by Swiss law, excluding Swiss conflict-of-law provisions (in particular the Federal Act of December 18, 1987, on Private International Law, IPRG) and the UN Convention on Contracts for the International Sale of Goods.

11.2 The exclusive venue for legal proceedings is 3S’s registered office.

11.3 In the event of a dispute, the parties shall use their best efforts to reach an amicable settlement. All disputes shall be resolved in accordance with the provisions of the AGREEMENT and the accompanying documents.

11.4 Any transfer of rights or obligations under the AGREEMENT requires the written consent of 3S.

11.5 The failure of 3S or the customer to exercise a right shall not constitute a waiver of that right.

11.6 Should any provision of these General Terms and Conditions or of the CONTRACT be invalid or incomplete, or should performance become impossible, this shall not affect the validity of the remaining provisions of the General Terms and Conditions or of the CONTRACT. In such a case, 3S and the Customer agree to immediately replace the invalid provision with a valid provision that most closely reflects the original intent in terms of its content.

11.7 These Terms and Conditions are available in German, French, and Italian. In the event of any discrepancies, the German version shall prevail.

These Terms and Conditions are effective as of April 20, 2023, and supersede all previous versions.