Terms and Conditions

Terms and Conditions

General Terms and Conditions of Sale and Delivery for battery cells, battery modules, battery systems, testing/programming systems, and/or entire electrical converter systems of Avantis Energy (“Contractor”)

1. Offer and conclusion of contract


The following English-language General Terms and Conditions of Sale and Delivery (hereinafter also referred to as “Terms and Conditions of Sale”) of Avantis Energy shall apply exclusively to all quotations and orders. The contractor’s offers are subject to change. The orders placed shall only become binding upon written confirmation by the contractor.


The following General Terms and Conditions of Sale and Delivery shall apply exclusively; the Contractor shall not recognize any terms and conditions of the Client that conflict with or deviate from these Terms and Conditions of Sale unless it has expressly agreed to their validity in writing. These Terms and Conditions of Sale shall also apply if the Contractor carries out the delivery to the Client without reservation in the knowledge of terms and conditions of the Client that conflict with or deviate from these Terms and Conditions of Sale.


The contractor retains ownership and, insofar as copyrightable, copyright to illustrations, cost estimates, drawings, calculations and other documents. The client requires the express prior consent of the contractor before passing them on to third parties.


Individual agreements made with the Client in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these General Terms and Conditions of Sale and Delivery. A written contract or the written confirmation of the contractor shall be decisive for the content of such agreements.


Legally relevant declarations and notifications to be made by the Client to the Contractor after conclusion of the contract (e.g. setting of deadlines, reminders, declarations of withdrawal) must be made in writing to be effective.


These General Terms and Conditions of Sale and Delivery shall apply exclusively to business transactions with entrepreneurs, legal entities under public law or a special fund under public law pursuant to Article 6:235 of the Civil Code of the Netherlands Civil Code (BW).

2. Price and payment


The prices are ex works of the contractor, excluding packaging; this will be invoiced separately. Value added tax shall be charged additionally.


Unless otherwise agreed, payment of the purchase price shall be made in cash within 30 days of the invoice date at the latest without any discount.


In the event of non-compliance with the terms of payment or if the Contractor becomes aware after conclusion of the contract that the claim for payment is jeopardized by the Client’s lack of ability to pay, the Contractor shall be entitled to carry out outstanding deliveries and services only against advance payment or the provision of security.


The retention of payments or offsetting against claims of the Client which are disputed by the Contractor, are not acknowledged and have not been legally established is excluded.

3. Delivery time


The start of the agreed delivery period is subject to the clarification of all technical and commercial questions. The delivery period shall be deemed to have been complied with if the delivery item has left the Contractor’s works or the Client has been notified of readiness for dispatch by the expiry of the delivery period.


Compliance with the delivery time is subject to correct and timely delivery to us; the contractor shall inform us as soon as possible of any delays that become apparent.


In the event of industrial disputes and the occurrence of unforeseen obstacles which are beyond the control of the contractor, the delivery period shall be extended accordingly. This shall also apply if the obstacles have arisen during an already existing delay.


If the Client incurs damage due to a delay for which the Contractor is responsible, in particular in the case of a fixed delivery date agreed with the Contractor, the Client shall be entitled to claim compensation. In the event of slight negligence, such compensation shall amount to 0.25% for each full week of delay, but in total not more than 2.5% of the partial or total net order which was not delivered on time due to the delay. Notwithstanding the further claims according to section 7.5, all further claims for compensation due to culpable delay in the case of slight negligence are excluded.


If dispatch is delayed as a result of circumstances for which the Client is responsible, the Client shall be charged the storage costs incurred by third parties and, in the case of storage at the Contractor’s premises, 0.25% of the invoice amount per month from the 14th day, calculated from the day of notification of readiness for dispatch.


The contractor is entitled to dispose otherwise of the delivery item after granting a fruitless extension of time and to supply the client with a reasonable extension of time.


Compliance with the delivery period shall be conditional upon fulfilment of the Client’s obligation under the purchase contract.

4. Transfer of risk and acceptance of the delivery item


The risk shall pass to the Client when the delivery item is handed over to the forwarding agent, carrier or collector, or in the case of transport with the Contractor’s means of transport, but at the latest when the delivery item leaves the Contractor’s works. At the written request of the Client, the Contractor shall insure the cargo against breakage, transport, fire and water damage at the Client’s expense.


If dispatch is delayed as a result of circumstances for which the contractor is not responsible, the risk shall pass to the client from the day of readiness for dispatch. At the written request of the client, the contractor is obliged to insure the delivery item against damage. The costs shall be borne by the customer.


Delivered items are to be taken receipt of by the principal, provided they do not have any significant defects, without prejudice to the rights under section 7 of these terms and conditions of sale.


Partial deliveries are permissible insofar as this is reasonable for the client.

5. Retention of title


The contractor retains ownership of the purchased item until receipt of all payments from the delivery contract. In the event of conduct in breach of contract on the part of the Client, in particular in the event of default in payment, the Contractor shall be entitled to take back the purchased item. The taking back of the object of sale by the contractor shall constitute a withdrawal from the contract. After taking back the object of sale, the contractor shall be entitled to realize it; the proceeds of realization shall be set off against the client’s liabilities – less reasonable realization costs.


The client is obliged to treat the object of purchase with care; in particular, he is obliged to insure it adequately at replacement value against fire, water damage and theft at his own expense. Insofar as maintenance and inspection work is required, the client must carry this out in good time at his own expense.


In the event of seizures or other interventions by third parties, the Client shall immediately notify the Contractor in writing. The Client may neither pledge the object of sale nor assign it to third parties as security.


The Contractor shall release the securities to which it is entitled at the Client’s request to the extent that the realizable value of the securities exceeds the value of the collateral.
the claims to be secured by more than 10 %; the selection of the securities to be released shall be incumbent on the contractor.

6. Liability for defects in the delivery


All those parts shall be repaired or replaced free of charge at the Contractor’s reasonable discretion, subject to the Contractor’s choice, if they are found to be defective within 12 months after delivery as a result of a circumstance occurring before the transfer of risk. The Contractor shall be notified immediately in writing of the discovery of such defects.
Claims for defects – irrespective of the legal grounds – shall become statute-barred after 12 months. This shall not apply in the case of defects in a building or in items for a building and these have caused the material defect. In deviation from sentence 3, the statutory periods shall also apply in the case of claims under the Product Liability Act as well as in the case of intentional or fraudulent conduct, in the case of corporate recourse as well as in other cases pursuant to section 7.5. Replaced parts shall become the property of the Contractor.


No liability is accepted for damage caused by the following reasons:

  • Unsuitable or improper use
  • Faulty installation or commissioning by the client or third parties
  • In the event of incorrect or negligent handling of the delivery
    item, in particular with regard to the present operating
  • In case of excessive stress and
  • If unsuitable operating materials and replacement materials are used.

After consultation with the Contractor, the Client shall give the Contractor the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the Contractor in its reasonable discretion; otherwise the Contractor shall be released from liability for defects. Only in urgent cases of danger to operational safety, of which the contractor must be informed immediately, or if the contractor is in default with the rectification of the defect, shall the client have the right to rectify the defect himself or have it rectified by third parties and to demand reasonable compensation for his costs from the contractor.


Of the direct costs arising from the repair or replacement delivery, the contractor shall bear the costs of the replacement part, including shipping, as well as the reasonable costs of removal and installation, provided that the complaint is to be regarded as justified.


Any improper modifications or repair work carried out by the Client or third parties without the Contractor’s prior consent shall void any liability for the resulting consequences.


Used delivery items are sold under exclusion of liability for material defects. This exclusion shall not apply to claims for damages arising from liability for material defects which are based on a grossly negligent or intentional breach of obligations on the part of the contractor and in the event of injury to life, limb and health.


Further claims of the customer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, shall only exist in the cases pursuant to section 7.5 of these Terms and Conditions of Sale.


Unless otherwise agreed, the Contractor shall make its deliveries in Germany free of third party industrial property rights and copyrights. Should there nevertheless be a corresponding infringement of property rights, he shall either procure a corresponding right of use from the third party or modify the delivery item to such an extent that there is no longer an infringement of property rights. Insofar as this is not possible for the contractor under reasonable and acceptable conditions, both the client and the contractor are entitled to withdraw from the contract.


In all other respects, the provisions of this Clause 6 shall apply mutatis mutandis in the event of defects of title, whereby claims of the Client shall only exist if the Client immediately informs the Contractor in writing of any claims asserted by third parties, neither directly nor indirectly acknowledges an alleged infringement, the Contractor retains all possibilities of defense without restriction, the infringement of rights is not due to the fact that the Client has modified the delivery item or used it in a manner not in accordance with the contract or the defect of title is due to an instruction of the Client.

7. Rights of the Client to Withdrawal or Reduction and Other Liability of the Contractor


The Client may withdraw from the contract if the entire performance of the transfer of risk finally becomes impossible for the Contractor. The same shall apply in the event of incapacity on the part of the contractor. The client may also withdraw from the contract if, in the case of an order of similar items, the execution of part of the delivery becomes impossible in terms of quantity and the client has a justified interest in refusing a partial delivery. If this is not the case, the client may reduce the consideration accordingly.


If there is a delay in delivery within the meaning of Clause 3 of these Terms and Conditions of Sale and the Client grants the defaulting Contractor a reasonable period of grace and if the period of grace is not complied with, the Client shall be entitled to rescind the contract.


If the impossibility occurs during the delay in acceptance or through the fault of the Client, the Client shall remain obliged to counter-performance.


The Client shall also have a right of withdrawal if the Contractor allows a reasonable period of grace granted to it for the subsequent performance of a defect within the meaning of these Terms and Conditions of Sale to expire fruitlessly. The Client’s right of rescission shall also apply in other cases of failure of the repair or replacement delivery by the Contractor.


Further claims for compensation for damage of any kind, including such damage that has not occurred to the delivery item, shall only exist in the following cases

  • in the case of intent,
  • in the event of gross negligence on the part of the owner/the executive bodies or senior employees,
  • in the event of injury to life, limb or health,
  • in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, with regard to the foreseeable damage typical for the contract,
  • in cases where liability exists under the Product Liability Act for defects in the delivery item, for personal injury or property damage to privately used items,
  • in the case of defects that were fraudulently concealed,
  • within the framework of a guarantee commitment.

Any further claims are excluded.

8. Liability for collateral duties

If, through the fault of the Contractor, the delivered item cannot be used by the Client in accordance with the contract as a result of omitted or faulty execution of suggestions and consultations prior to or after the conclusion of the contract as well as other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections 6 and 7 of these Terms and Conditions of Sale shall apply accordingly, to the exclusion of further claims by the Client.

9. Place of performance, place of jurisdiction and final provisions


The place of performance and exclusive place of jurisdiction – also for actions in proceedings involving documents and bills of exchange – shall be the Contractor’s principal place of business for both parties and for all present and future claims arising from the business relationship if the Client is a merchant, a legal entity under public law or a special fund under public law.


No ancillary agreements have been made; amendments to the contract must be made in writing. This also applies in the event of cancellation of this written form agreement.


The law of the Netherlands shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Published: November 2023

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