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Data privacy statement Fronius International GmbH

General

1. Preamble

1.1 We are the Fronius International GmbH, Froniusstraße 1, 4643 Pettenbach, Austria, a technical leader in the fields of welding technology, photovoltaics and battery charging technology and Controller within the meaning of the General Data Protection Regulation (GDPR) (hereinafter referred to as "Fronius"). 

This data privacy statement applies to any form of processing of personal data by third parties by Fronius application.

1.2 In the following, Fronius would like to inform you in particular about what data Fronius processes, how and for what purpose they are used and what are the rights of data subjects. All data is processed by us in compliance with the relevant legal regulations on data protection and data security of the European Union and the Republic of Austria.

1.3 You can view, download or print our current data privacy statement at any time at https://www.fronius.com. The data privacy statement also represents an integral part of our Terms and Conditions of Use and Webshop, also available at https://www.fronius.com.  

2. Legal bases and purpose of the processing

2.1 Fronius processes personal data within the meaning of Article 6 GDPR because the processing

  • is necessary for the fulfilment of a contract,
  • for the fulfilment of a legal or legal obligation or
  • for the protection of the legitimate interests of Fronius or a third party or
  • because the data subject has given his consent to the processing.

2.2 Fronius processes personal data, especially in the context of a business connection with the data subject or with a company that is represented by the data subject, especially in the area of contractual and, on request, also of pre-contractual relationships (Art. 6, para. 1, lit. b, GDPR). These data comprise the name of the data subject, his contact information (such as e-mail address, phone number, address), account data, possibly information regarding creditworthiness, if necessary social security data, information of the data subject in connection with the fulfilment of the contractual relationship, in the form of system data, service data, documentation, documents and correspondence between Fronius, the contract partner, if need be the contractor and the data subject, delivery, sales and billing data.  

2.3 Furthermore, the processing of personal data is carried out to the extent necessary to fulfil a statutory / legal obligation to which Fronius is subjected (e.g. retention and documentation obligations according to the Austrian Commercial Code (UGB), Federal Fiscal Code (BAO) and others, reporting obligations as an employer toward social insurance; Art 6, para. 1, lit. c, GDPR) or the processing is necessary for the performance of a task carried out in the public interest (Art. 6, para. 1, lit. e, GDPR). Here, in particular, business-related correspondence and all relevant tax documents relating to the contractual relationship with the data subject or the company represented by him are processed.

2.4 Likewise, processing of personal data occurs on the basis of a data subject's consent for processing that can be cancelled at any time (Art. 6, para. 1, lit. a, GDPR). Here, in particular, the personal data of data subjects is processed, for which the data subject has given his prior consent, such as the publication of photographs of the data subject for documentation or advertising purposes. 

2.5  In addition, the processing is also carried out for the necessary, proportionate protection of legitimate interests of Fronius (Article 6, para. 1, lit. f, GDPR), such as in particular for the protection of business interests such as internal administration and optimization of the business process, enforcement of rights, exercise or defence of legal claims and, if there is no reason to believe that the data subject has an overriding legitimate interest in not disclosing his data, prevention of physical damage or financial losses, for the implementation of direct advertising (marketing and information measures, in particular on products and services offered by the controller), for IT security and technical administration as well as for the purposes of file, customer and supplier administration. The processing here includes all data processed within the framework of the relationship between Fronius and the data subject, if this is necessary to achieve the purpose. The legitimate interest of Fronius or its group companies and of recipients of communications is also to be capable of operating a group-wide customer and supplier management system for the purpose of administrative optimization and simplification.  

2.6  Insofar as data is not collected by the data subject within the meaning of Art. 14 GDPR, the following personal data is also collected either in publicly accessible databases (e.g. land register, commercial register, central association register, edict database, central register of residents, creditworthiness databases), information on the data subject by search engines, social networks or various websites, at Fronius group companies or with cooperation partners or any funding agencies.

2.7  In order to guarantee the security of the personal data of the data subjects, Fronius has implemented a number of technical and organisational measures within the meaning of Art. 32 GDPR, in particular encryption of the services using state-of-the-art encryption methods (e.g. SSL), user authentication controls, secured network infrastructures, restriction of access to personal data, network monitoring solutions, area-restricted alarm systems as well as video surveillance, employee administrative instructions, obligation to da-ta secrecy.

2.8  Fronius does not process personal data for automatic decision-making or profiling purposes.

3. Recipient of personal data

3.1 All personal data is processed by Fronius exclusively by Fronius and its group companies, strictly confidential and not transmitted to other recipient categories other than those specified in this data privacy statement without the express consent of the data subject. Fronius only transfers or discloses personal data to third parties if they agree with the same level of data protection that Fronius itself applies. Fronius has concluded agreements in accordance with Article 26 of the GDPR for the purpose and means of processing.

3.2 Disclosure to third parties by Fronius is allowed, if there is a contractual or legal obligation to do so. This applies, for example, to the proper execution of contractual relationships and to obligations related to the prevention, investigation, detection and prosecution of criminal offences or the execution of sentence including protection against and the prevention of threats to the public security. There are the following categories of recipients within the meaning of Art 13, para. 1, lit e, GDPR: 

  • group companies of Fronius (these are in particular the subsidiaries listed under https://www.fronius.com/de/kontakt#!/),
  • processors which require the data for the performance of their tasks,
  • public authorities, public bodies in the case of the existence of a statutory obligation,
  • operators and participants of information systems relevant to creditworthiness for the purpose of creditor protection and risk reduction,
  • third-party providers and cooperation partners (e.g. customers, suppliers, payment service providers),
  • credit and financial institutions or other comparable institutions,
  • legal and tax advisors as well as experts for the examination, establishment, exercise or defence of legal claims,
  • courts for establishment, exercise or defence of legal claims.

3.3 A transfer of personal data to countries outside the EEA may take place in order to implement pre-contractual measures or in the performance of a contract with the data subject or the company represented by him, in particular by Fronius group companies or due to the use, in particular, of cloud solutions for communication and collaboration, for video conferencing, for maintaining information and data security and for customer care. If need be, the processing of personal data may also take place when used for advertising purposes on social media channels (e.g. Facebook, Instagram) or websites outside the EEA. Such transmission takes place primarily on the basis of binding corporate rules according to Art 47 in conjunction with Art 46, para. 2, lit b, GDPR, European Commission's adequacy decisions according to Art 45 GDPR; standard data protection clauses according to Art 46, para. 2, lit c and d, GDPR. In exceptional cases, a data transfer also takes place on the basis of Art. 49 GDPR, either because the data subject has expressly consented to the proposed data transfer, after having been informed about possible risks existing for him from such data transfers without an adequacy decision and without appropriate safeguards, because the transmission is necessary for the fulfilment of a contract between the data subject and Fronius or for the implementation of pre-contractual measures at the request of the data subject, or because the transmission is necessary for the conclusion or fulfilment of a contract concluded with another natural or legal person in the interests of the data subject by Fronius.

4. Storage period/erasure

4.1 Fronius will store personal data for as long as the purpose of the processing exists, in particular for the performance of a contract with the data subject or for the fulfilment of a statutory/legal obligation or as long as is necessary for the establishment, exercise or defence of legal claims or an overriding legitimate interest of Fronius in the processing exists.

4.2 In particular, Fronius must comply with the following statutory retention obligations or limitation periods:

a) Accounting, tax and customs law

  • tax retention obligations under § 132 para. 1 BAO: 7 years, and beyond as long as the data for the tax authority is of importance in a pending case;
  • company law retention obligation according to §§ 190, 212 Austrian Commercial Code (UGB): 7 years;
  • turnover tax retention obligation according to § 11 para. 2 3. subparagraph Value Added Tax Act (UStG): 7 years;
  • records according to § 23 para. 2 of the Zollrechts-Durchführungsgesetz (Act to implement customs law): 5 years.

b) Contract administration

  • warranty according to § 933 of the Austrian civil code (ABGB): 2 years (movable property), 3 years (immovable property);
  • claim for purchase price for movable property according to § 1062 in conjunction with § 1486 Austrian Civil Code: 3 years;
  • claim for purchase price for immovable property (e contrario § 1486 Austrian Civil Code): 30 years;
  • claims from a contract for work according to § 1486 Austrian Civil Code (if the service is provided as part of a commercial or other business operation): 3 years;
  • General compensation according to § 1489 Austrian Civil Code (compensation claims): 3 years (if damage and injuring party are known) / otherwise absolute limitation period 30 years (for example, work accidents within the meaning of § 1325 Austrian Civil Code); 
  • liability claims according to § 13 of the Product Liability Act (PHG): 10 years.

4.3 Data from applicants who are not employed will be erased seven months after completion of the application procedure, unless consent for record keeping has been given. When a service relationship is established, the applicant data will be stored until it is terminated or beyond for the purposes stated above. In the case of a consent (in particular when sending electronic messages), the storage takes place until the data subject’s revocation which is possible at any time, whereby the revocation does not affect the processing carried out up to this date.

5. Rights of data subjects

5.1 The data subject has the right to:

a) access to personal data processed by Fronius,

b) rectification of the personal data in the case of incorrectness or incompleteness,

c) restriction of processing of the personal data, where certain conditions are fulfilled, particularly in case of considerable suspicion of unlawful processing or contradiction,

d) data portability of the personal data in a common, structured and machine-readable format,

e) erasure of the personal data in the case of any existing legal reasons,

f) objection with regard to the processing of the personal data pertaining to you, unless Fronius provides compelling and legitimate reasons for it,

g) revocation in case of consent of the data subject to the processing of the personal data; and

h) complaint to Fronius, if you believe that Fronius is unlawfully processing your personal data. In addition, you also have the right to lodge a com-plaint with the Austrian Data Protection Authority, Wickenburggasse 8, 1080 Vienna.

5.2 In this respect, please contact us or send your request by mail, e-mail or fax to the contact address below. The processing of your request or your data does not affect the legitimacy of the processing already carried out until the receipt of your request. The processing of your request or your data must be reasonable for Fronius.

Data processing when using Fronius online services or Fronius apps 

6. System / device data and connection data

6.1 Our websites and apps can be visited depending on availability at any time without having you having to provide immediate information about your person. Fronius stores the following data without direct personal reference (connection data):

a) Browser type and version

b) Operating system

c) Referrer URL (the specific visited website)

d) Host name of the accessing computer (IP ad-dress)

e) Time and date of the server request

f)  Device

6.2 This data of non-registered users is evaluated and used in an anonymous form by Fronius or in an anonymous form by a third party for the proper functioning of our website, for the provision of its contents, for the detection and tracking of misuse as well as for the improvement of our offer (e.g. by means of scientific research, data analysis, etc.).

6.3  Fronius also processes the data listed in section 6.1 from registered users, whereby any use occurs exclusively in anonymised form pursuant to section 6.2. A conclusion on data subjects based on this data is not possible by the authorized third party. 

6.4 Arising from the use of Fronius websites as well as Fronius apps and services by registered or activated users, Fronius also collects non-personal or anonymised system/device data. The data is stored in a form that allows no conclusion on a specific person. Fronius may collect, use, share and disclose non-personal data for any purpose.

Example: Fronius uses aggregate data from all systems of a given region to determine the duration and intensity of solar radiation in this region. The region is sufficiently broadly defined that a conclusion on a person or its system is excluded. Fronius is also entitled to disclose such non-personal or anonymised da-ta to third parties.

7. Immediate personal data

7.1 A direct reference to your person or to the respective user can only be established by Fronius after successful registration. Registration requires your con-sent to disclose your personal data. In this context, our websites and apps collect and store the following personal data:

a) User data: Title, first name, last name, company, street, house number, postal code, city, state, country, time zone, phone number, fax number, e-mail address, date of birth, customer number, user name, password

b) System data: System name, system identifier, commissioning date/time, company, street, house number, postal code, city, state, country, time zone, longitude, latitude, height, system performance, manufacturer, module type, system description, system image

c) Operator / customer data: Title, first name, last name, company, street, house number, postal code, city, state, country, time zone, phone number, fax number, e-mail address, customer number, sales tax identification number

d)  Connection data: Data pursuant to section 6.1.

7.2 Fronius collects personal data for the provision of the requested services, for the performance of pre-contractual measures, for the management of contracts and for the improvement of our services and products.

7.3 After registering, you can make your user name visible to other members. In addition, you can share or release more data of your profile or your system and make it visible to other members. Within your profile, you have the option to adjust by appropriate settings the extent to which your data will be released. It is entirely at your discretion to decide which and to what extent this data will be shared with other users or re-leased. Details are further explained by the respective function on the websites. 

7.4 To the extent that we use data for a purpose that re-quires your consent pursuant to statutory provisions, we will seek your express consent. Your consent is documented in accordance with the data protection regulations. You can withdraw your given consent at any time with future effect and/or object to the future use of your data for purposes of advertising, market and opinion research. A simple message to Fronius is sufficient to revoke a consent or for an objection. To guarantee rapid processing, please use the below contact data. You will incur no additional costs for the contact.

8. Use of cookies

8.1 Our website uses software to analyse the use of the website. By evaluating this data, valuable insights into the needs of users can be obtained. These insights contribute to further improve the quality of what we offer.

8.2 In this context, so-called cookies are used. Cookies are text files that are stored on the computer of the visitor of the website and thereby make it possible to recognize a visitor on an anonymous basis. Cookies can generally be rejected or deleted by appropriate browser settings. We use cookies, which:

a) are absolutely necessary for the use of the website;

b) limit the number of requests;

c) identify the repeated visits of a single user;

d) identify a sequence of http requests from a single user;

e) contain the encrypted IP address and port of the target server;

f) register a unique ID that is used to generate statistical data such as how the user uses the website;

g) enable the user to download documents;

h) serve to better understand the needs of our users and optimize the offer on our website.

8.3 A regularly updated list of cookies used can be found at: https://www.fronius.com/en/cookie-policy.

9. Google Analytics: Data protection and opt-out option

9.1 The Fronius website uses Google Analytics, a web analysis service provided by Google Inc. ("Google"). Google Analytics uses so-called "cookies", text files that are stored on your computer and which help analyse your use of the website. The information generated by the cookie about your use of this website is usually transmitted to a Google server in the USA and stored there. However, if IP anonymisation is enabled on this website, your IP address will first be truncated by Google within the member states of the European Union or other states party to the agreement on the European Economic Area. Only in exceptional cases will the full IP address be transferred to a Google server in the USA and truncated there. On behalf of the operator of this website, Google will use this information to evaluate your use of the website in order to compile reports about the website activity for us as website operators and to provide other services associated with the use of the website. The IP address that your browser transmits within the scope of Google Analytics will not be associated with any other data held by Google.

9.2 You can refuse the storing of cookies by selecting the appropriate settings on your browser software; however, we must point out that in this case you may not be able to use all the features of this website. You can also prevent the data generated by cookies concerning your use of the website (including your IP address) from being passed on to Google as well as the processing of these data by Google by downloading and installing the browser plugin available at the following link: http://tools.google.com/dlpage/gaoptout?hl=de

9.3 You can find more information on Terms of Use and data protection at http://www.google.com/analytics/terms/de.html or at http://www.google.com/intl/de/analytics/privacyoverview.html.

9.4 The Google tracking codes of this website use the extension "_anonymizeIP()" so that IP addresses are only processed in abbreviated form in order to prevent direct personal references.

10. Google Analytics Remarketing

10.1 The Fronius websites use the features of Google Analytics Remarketing combined with the cross-device capabilities of Google AdWords and Google DoubleClick. The provider is Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA.This function enables the advertising target groups created with Google Analytics Remarketing to be linked with the cross-device functions of Google AdWords and Google DoubleClick. This allows advertising messages to be displayed based on your personal interests, identified from your previous usage and surfing behaviour on one device (e.g. your mobile phone), on other devices (such as a tablet or computer). 

10.2 Once you have given your consent, Google will associate your web and app browsing history with your Google Account for this purpose. That way, any device that signs in to your Google Account can use the same personalised advertising messages.  

10.3 To support this feature, Google Analytics collects Google-authenticated IDs of users, which are temporarily linked to our Google Analytics data to define and create target groups for cross-device advertising. You can permanently object to cross-device remarketing/targeting by deactivating personalized advertising in your Google account; follow this link:  https://www.google.com/settings/ads/onweb/

10.4 The summary of the data collected in your Google Account is based solely on your consent, which you can submit or revoke to Google (Art. 6 par. 1 lit. a, GDPR). For data collection operations that are not merged into your Google Account (for example, because you do not have a Google Account or have op-posed the merge), the collection of data is based on Article 6, para. 1, lit f of the GDPR. The legitimate interest arises from the fact that the website operator has an interest in anonymous analysis of website visitors for advertising purposes. Further information and the privacy policies can be found in Google's Data Privacy Statement at: https://www.google.com/policies/technologies/ads/

11. Display&Video 360

We also use cookies from Display&Video 360 to measure the effectiveness of our advertising campaigns, to limit the frequency with which you see a particular ad, and to display only ads that are relevant to you and your interests. In particular, information about the time of your visit, the ads you clicked on, and your previous user behaviour on third-party websites is collected and stored. This information is not passed on to third parties, but is only used for campaign management and campaign control. In addition, user profiles are created which are used for our own market research purposes – based in particular on the interests identified. You can find further information at https://www.google.com/policies/privacy/ads/ or https://www.google.com/settings/u/0/ads/authenticated

12. Google Marketing Platform

12.1. Google Marketing Platform by Google is a service of Google Inc, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (‘Google’).

12.2. Google Marketing Platform by Google uses cookies to serve ads relevant to you. Your browser is assigned a pseudonymous identification number (ID) to check which ads have been displayed in your browser and which ads have been called. The cookies do not contain any personal information. The use of Google Marketing Platform cookies only allows Google and its partner websites to serve ads based on previous visits to our or other websites on the Internet. The information generated by the cookies is transmitted by Google to a server in the USA for analysis and stored there. Under no circumstances will Google match your data with other data collected by Google.

12.3. By using our online service, you consent to the processing of data about you by Google and the manner of data processing described above as well as the named purpose.

12.4. You may refuse the use of cookies by selecting the appropriate settings on your browser. You can also prevent Google from collecting the data generated by the cookies and relating to your use of the website and from processing this data by Google by downloading and installing the browser plug-in available under the following link under ‘Extension for Google Marketing Platform deactivation’.

12.5. For more information about Google Marketing Platform by Google and privacy, please visit: https://policies.google.com/technologies/ads?hl=en

13. Google Marketing Platform Floodlight

13.1. Our online service uses the Google Marketing Platform Floodlight service, an online advertising program from Google Inc, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (‘Google’).

13.2. Google Floodlight allows us to track and document the actions of users who visit our online service after you have seen or clicked on one of our ads. For this purpose, so-called floodlight tags or visitor pixels and cookies are set on our online service (so-called Google Marketing Platform cookie). We use Google Floodlight to determine the efficiency of our online campaigns in terms of sales and user activity on our online service. These cookies and tags do not contain any personal data and are therefore not used for personal identification. For example, we can determine the number of users who have purchased a product or completed an online form and evaluate it for statistical purposes, but we cannot identify you personally.

14. Hotjar: Data protection and opt-out option

14.1 We use Hotjar to better understand the needs of our users and to optimise the offerings on our websites. Using Hotjar's technology, we get a better understanding of our users' experiences (e.g. how much time users spend on which pages, which links they click, what they like and what not, etc.) and that helps us to align our offer to our users' feedback. Hotjar uses cookies and other technologies to collect information about the behaviour of our users and their devices (in par-ticular, the IP address of the device (is recorded and stored in anonymous form only), screen size device type (unique device identifiers), information about the used browser, location (only country), preferred language for displaying our website). Hotjar stores this information in a pseudonymous user profile. The information will not be used by Hotjar or by us to identify individual users nor will it be aggregated with other data about individual users. Further information can be found in Hotjar’s privacy policy:  https://www.hotjar.com/legal/policies/privacy/.

14.2 You can object to the storage of a user profile and information about your visit to our website by Hotjar and the setting of Hotjar tracking cookies on other websites.

15. Newsletter

15.1 If you have given your consent for the subscription of news in connection with the regular receipt of interesting offers via e-mail, the rules of this provision apply. Your e-mail address will not be disclosed to other companies. The consent for the use of your e-mail address for advertising purposes may be withdrawn at any time with effect for the future by clicking on the "Unsubscribe" link at the bottom of the newsletter or by sending a message to cancellation(at)fronius.com.

15.2 If you subscribe to our newsletter, we use the data necessary or separately provided by you to regularly send you our e-mail newsletter according to your consent.

15.3 We use the e-mail marketing software mailworx to send and analyse our newsletters, which records the opening and clicking behaviour. Specifically, the following information is tracked: Time of delivery, time of opening, duration of opening, IP address of the opening, e-mail program used (mail client), which link was clicked and the time of the click. The storage and processing of this data takes place exclusively for the purpose of being able to send the recipients tailored and relevant content. The data will not be disclosed to third parties or merged with other data. The data storage is done until cancellation of the newsletter subscription.

15.4 We are entitled to check your e-mail address based on your additional information as to its authenticity and accuracy.

Participation in events

16. Specific data protection information for participation in events organized by Fronius

16.1 When you sign up to participate in an event organized by Fronius, various personal data are collected and if need be your name and company affiliation is disclosed to other participants (e.g. in a list of participants). In addition to the data categories mentioned above, additional data, such as account data (for fee-based events), time data or attendance times during the event, may also be collected and processed.

16.2 Special categories (Art. 9 and 10 GDPR) of personal data (e.g. data on allergies for the planning of caterings) we will process exclusively on the basis of your consent. We would like to point out that if you provide us with data in accordance with Art. 9 and 10 GDPR, we assume that the consent to processing was grant-ed with the transmission.

16.3 As part of events, we regularly create visual and audio recordings to document the event, which may be published in media or in publications about the event. We will only process recordings based on your consent.

16.4 The processing of the listed personal data is necessary to achieve the stated purposes. If the data is not provided by you or is not made available to the required extent, participation in the event may not take place.

17. Contact details 

17.1 Controller

Fronius International GmbH

Froniusstraße 1

A-4643 Pettenbach

Austria

E-Mail: contact@fronius.com

Phone: +43 7242 241-0

Fax: +43 7242 241-3013

 

17.2 Management

Elisabeth Engelbrechtsmüller-Strauß

 

17.3 Contact

For any inquiries related to data protection or data security, please contact us at the e-mail address dataprotection@fronius.com

General terms and conditions

1. Applicability

1.1 All deliveries and other services effected by ourselves, and all payments made to us, shall be exclusively governed by these Terms of Delivery and Payment. Insofar as applicable provisions may be found to be missing therefrom, the General Terms of Delivery of the Austrian Electrical and Electronic Industries shall apply in a subsidiary manner; in all other regards, Austrian laws and regulations shall apply. If any business terms of the Ordering Party’s are at variance with these General Terms of Delivery and Payment, we shall only be bound by such divergent terms if we have expressly recognised the same by letter or by telefax.

1.2 In taking delivery of the goods and/or service, the Ordering Party acknowledges the exclusive applicability of our Terms of Delivery and Payment.

2. Offers

2.1 Our offers are without engagement and subject to alteration, unless the offer makes express mention of a period of engagement. Documents pertaining to our offers – such as drawings, illustrations, samples and patterns, and dimensional, weight, performance and consumption data – contain or themselves constitute only approximate data and are not deemed to be specially agreed characteristics unless otherwise provided. We retain the right to effect modifications for engineering reasons.

2.2 We reserve the proprietary rights and copyright to all cost estimates, drawings and other documents; these may neither be disclosed to any third party nor used for the purposes of any third party.

3. Acceptance of the order; supplementary agreements

Acceptance of an order, and any undertakings or supplementary agreements made by our employees, as well as amendments and alterations of any kind, shall not be binding upon us until we have issued written confirmation by letter, telefax or e-mail.

4. Price and payment conditions; offsetting

4.1 Prices are always the list prices valid on the date of delivery. They are ex-works prices (EXW), exclusive of packaging, insurance, loading at the factory and value-added tax; the packaging will not be taken back.

4.2 Payments are to be made net cash, without any deduction and free of charges, within 30 days of the invoice date. It shall be for us to decide which claims or partial claims of the Ordering Party’s may be offset against such payments.

4.3 If any changes in order execution are necessitated by circumstances where risk is borne by the Ordering Party, then this latter shall bear all additional costs thereby incurred.

4.4 If the payment period is exceeded, we shall be entitled to charge default interest at a rate of ten percentage points above the applicable base rate announced by the Austrian National Bank, plus the collection costs, such amounts to total at least 12% p.a. of the overall claim. This is without prejudice to any further consequences of default in payment.

4.5 It is inadmissible for the Ordering Party to withhold payments or to offset these against counter-claims which are contested by ourselves.

4.6 Where the Ordering Party holds claims against ourselves, we are entitled to offset these against our own claims against the Ordering Party, at any time.

4.7 For services performed under contracts for work and materials (installation, repairs, maintenance and other such work), we shall charge the hourly rates and materials-prices applicable at the time of completion, plus our applicable surcharges for any overtime, night-time, Sunday and public-holiday working; travel and waiting times are counted as working hours. Travel expenses and daily and overnight allowances will be invoiced separately.

5. Performance, shipping and default

5.1 The delivery period commences with the mailing of the order confirmation note, while the performance period for installation, maintenance or repair work commences when the equipment is handed over. On no account, however, shall the delivery or performance period start to elapse sooner than 14 days after the time when the Ordering Party has furnished us with the documents (e.g. engineering drawings, plans etc), permits or approvals which it is responsible for procuring, or when it has made the agreed pre-payment. The delivery or performance deadline is deemed to have been met if we have notified the Ordering Party prior to such deadline of our readiness to deliver or perform; in cases where a special agreement obliges us to dispatch or deliver, the delivery or performance deadline shall be deemed to have been met if the object of delivery or performance has left our factory prior to such deadline.

5.2 Delivery or performance periods are extended for the duration of any unforeseen impediments lying outside our sphere of influence, such as stoppages, major personnel outages, unlawful strikes, delays in supplies of essential raw materials or components or the like, as well as by circumstances where risk is borne by the Ordering Party, to the extent that these impediments and/or circumstances are of material relevance to the failure to meet the deadline. Impediments and/or circumstances of this nature also annul the consequences of a default for which we would otherwise be liable, for the duration of such impediments; any contractual penalty obligations which may have been agreed for specific instances shall entirely cease to apply. Immediate notification is to be given of the beginning and end of such impediments. We are entitled to terminate the contract, in whole or in part, if such impediments should occur. In this case, unless the Ordering Party proves gross negligence on our part, damages claims from the Ordering Party shall be inadmissible.

5.3 If agreed delivery or performance deadlines, or deadlines that have been extended in accordance with 5.2 above, are exceeded by more than four weeks, the Ordering Party shall be entitled to terminate the contract, having granted us at least 14 days’ extra time by notice given to us in a registered letter. Unless the Ordering Party proves gross negligence on our part, damages claims from the Ordering Party shall be inadmissible in this case.

5.4 If the Ordering Party incurs a loss from a delay for which we are liable, then it shall be entitled to compensation amounting to 0.5% per whole week - up to a maximum of 5% - of the value of that part of the delivery which cannot be used in time or for its intended purpose as a result of the delay. For other services, the compensation shall be 5% of the remuneration. Any damages claims going beyond the above shall be inadmissible, as shall claims for damages in consequence of delays on the part of our suppliers, unless gross negligence is proven on our part.

5.5 In cases where we have undertaken to effect shipping, the mode and route of shipping shall be for us to decide. Goods are always shipped at the Ordering Party’s risk and expense. We shall only be liable for damage if gross negligence is proven on our part. We shall only take out transport / breakage insurance by order and for the account of the Ordering Party.

5.6 We are entitled to effect part-deliveries.

5.7 Our compliance with the delivery period shall be contingent upon the Ordering Party having fulfilled its contractual obligations in all pending, still-to-be-completed business transactions.

5.8 If shipping is delayed due to circumstances where risk is borne by the Ordering Party, then this latter shall bear all resulting additional costs, such as those for storage at our factory, but with a minimum monthly charge of 0.5% of the invoice amount. In such a case we shall also be entitled to grant the Ordering Party a grace period of at most 14 days, and if this period should expire to no avail, we shall then be entitled, at our own discretion, either to make alternative arrangements regarding the article(s) to be delivered and to effect delivery to the Ordering Party within a suitably extended period of time, or to terminate the contract and claim damages for breach of contract. In this latter case, we are entitled, without having to furnish any particular proof, to require 10% of the remuneration for the intended delivery as indemnification. Where appropriately substantiated, we can also claim compensation for any damage over and above this amount.

5.9 In the case of goods ordered on call, or ordered for production with no shipping instructions, delivery must be taken within three months. If this time limit elapses unused, then 5.8 shall apply analogously.

5.10 For services performed under contracts for work and materials (4.7), the Ordering Party is to provide us with the necessary equipment and auxiliary materials (e.g. winches, rails, electricity etc.) in good time and at no charge, even if installation is included in the price (4.1) or if a flat-rate price has been agreed for this. Any works needing to be carried out by the Ordering Party preparatory to installation, e.g. building work, must be completed prior to the arrival of our installation technicians. Furthermore, the Ordering Party must take all safety precautions needed for the protection of persons and property. We shall not accept liability for the ancillary personnel, equipment and auxiliary materials which may be placed at our disposal unless gross negligence is proven on our part.

6. Passage of risk

6.1 Risk shall pass to the Ordering Party as soon as the articles to be delivered, or the articles on which we have performed maintenance, repair or other work, have left our factory. The same shall also apply to part-deliveries or in cases where we have undertaken to bear the shipping charges or to perform delivery, setting-up, assembly, installation or other similar services. If the maintenance, repair or other work is carried out in the domain of the Ordering Party, then risk shall pass to this latter as soon as it has received notification that the work in question has been completed.

6.2 If there is any delay in dispatching or delivering the shipment for reasons for which we are not liable, the risk shall pass to the Ordering Party as soon as it has been notified that the consignment is ready for delivery.

7. Retention of title; rescission

7.1 We shall retain title to the article(s) delivered until our purchase-price claims, and all other claims that we have – on whatever legal grounds – against the Ordering Party, have been settled in full.

7.2 The Ordering Party is only permitted to re-sell the article delivered – even if this has been joined to other items or subjected to processing – in the course of its company’s regular business operations. However, this permission is precluded if the resulting claims are assigned to third parties or are the subject of an assignment prohibition, or if the Ordering Party is insolvent or in default with the performance of its contractual obligations. No other manner of disposition whatever is permitted to the Ordering Party. In the event of distrainment, confiscation or other disposition by third parties, the Ordering Party is to notify us hereof immediately. Our legal expenses incurred in connection with the enforcement of our title are to be borne by the Ordering Party.

7.3 The Ordering Party assigns to us even now its claims and other rights from the re-sale, rental or leasing of the article delivered, even if this latter has been joined together with other items or subjected to processing; the Ordering Party shall make an entry to this effect in its books. If the article delivered is sold or placed into the hands of a third party for such party’s use together with other items (regardless of whether or not it has been joined to any such items or subjected to processing), then the receivables claim shall only be assigned up to the amount of the purchase price owed to ourselves. This is without prejudice to any further damages claims.

7.4 The Ordering Party is only entitled to collect the claims and to assert the other rights to the extent that it has met its payment obligations towards us and is not insolvent.7.5 If the Ordering Party should act contrary to the terms of the contract – in particular by being in arrears with payment or with any other contractual obligation, and/or by being insolvent – we shall be entitled, at our own discretion, either to terminate the contract without granting any grace period or, while leaving the contract in force, to take back the article delivered or to forbid it to be used. We shall also be entitled to sell the taken-back article in the open market; after deduction of a handling fee of 10% of the proceeds thus realised, the remainder will be debited from the total of our outstanding claims against the Ordering Party. Pending return of the article in the event of our terminating the contract, we shall charge the Ordering Party a usage fee of 5% of the original value of the article, unless the actual diminution in its value is even greater.

8. Warranty

8.1 We give no warranty for ordinary deviations in size, weight or quality (or as tolerated by ÖNORM, EN or DIN standards), and also no warranty for information given regarding the suitability of the article(s) to be delivered for the purpose contemplated by the Ordering Party, or for any other particular purpose.

8.2 Although we warrant the correctness of our processing instructions, user/operating manuals and customer advisory service, compliance with statutory or other regulations when using the articles delivered, and the testing of these articles for the purpose envisaged, shall remain the sole responsibility of the Ordering Party. We shall only be answerable for any instructions differing from our written processing instructions and user/operating manuals if we expressively previously confirmed these deviations to the Ordering Party in writing, either by letter, telefax or e-mail.

8.3 Articles or services supplied must be inspected by the Ordering Party immediately after delivery has been taken of them. Any defects must be reported to us immediately upon being discovered, in a written notice sent by letter, telefax or e-mail quoting the number and date of the order confirmation note, of the delivery note or of the invoice, and the serial and commission numbers. If the Ordering Party omits to make this immediate notification, it may no longer assert any warranty claims or claims for compensatory damages on account either of the defect itself or of any misapprehension as to whether the delivery or service was free of defects. The notice must set out which delivered items or supplied services are affected by the defects, what the defects consist of in detail, and under what concomitant circumstances these defects occurred. Every single defect must be exactly described. Any costs which we incur as a result of unjustified notices or notices that are otherwise at variance with the conditions of use are to be refunded to us by the Ordering Party.

8.4 In the case of corrective and preventive maintenance work, our warranty shall be limited to the services actually rendered. We shall only warrant correct functioning of an installation, machine, Software or the like whose components were not all supplied by ourselves if we provable have undertaken – despite the provision of certain components by the Ordering Party or by third parties – to manufacture the installation (or machine etc.) as a whole, and if the faulty functioning in question is not attributable to incorrect or incomplete information from the Ordering Party.

8.5 Unless otherwise agreed, the warranty period shall be 24 months. From the beginning of the 13th month of this period, however, our warranty shall be limited to making available, free of charge, the items needed for remedying the defects; from this time onwards, any warranty claims going beyond the above shall be inadmissible. This period limitation also applies to the supply of items deemed to be immovable and to work on items which are, or are deemed to be, immovable. The warranty period shall start to elapse upon the passage of risk in accordance with Point 6. The Ordering Party must always prove that defects coming to light during the warranty period were already present at the time of the passage of risk.

8.6 In cases where we do give warranty, we shall – at our own discretion and within a reasonable period of at least 4 weeks’ duration – either exchange the defective article itself, or its defective components, for a defect-free article or defect-free components, or remedy the defect(s), or grant the Ordering Party a reasonable reduction in price, or (unless the defect in question is a minor one) cancel the contract. The warranty period is not prolonged by the exchange of the item or of parts or components belonging to the item. If, however, the remainder of the warranty period – including that part of the period during which our warranty is limited to free provision of the requisite materials in accordance with Point 8.5 – lasts for less than twelve months, then the warranty period for the exchanged items, parts or components shall be extended to twelve months. The items, parts or components thus exchanged shall become our property. We shall not refund the costs for any actual or attempted remedying of a defect by the Ordering Party or by any third party.

8.7 To the extent that is necessary and may reasonably be expected of the Ordering Party, the object of delivery or performance, or the defective part(s) thereof, are to be dispatched or shipped to us immediately at our request, at the Ordering Party’s risk and expense, failing which any and all warranty obligation on our part shall become void.

8.8 The Ordering Party is not entitled to withhold payments on account of warranty claims or other counter-claims not recognised by ourselves.

8.9 Warranty claims from the Ordering Party are excluded in cases where the installation, user and operating manuals provided by ourselves, or to be requested from us by the Ordering Party, have not been observed, or where the user has not been (fully) obligated to observe such instructions; if the installation work has not been performed properly and in accordance with the relevant Standards, and in particular if was not carried out by licensed contractors; if any corrective maintenance or other work has been performed on the object of delivery or performance without our consent; if it has been improperly operated or used, or operated despite its protective features being faulty, or taken out of the contract territory without our consent, or used contrary to our instructions or for purposes for which it is not intended; and, moreover, where defects are attributable to foreign object damage, chemical influences, overvoltage, the conduct of third parties or to force majeure; the same applies in respect of natural wear-and-tear.

8.10 Our warranty is also excluded in cases where we have been contracted to carry out repair-orders, to alter or modify used items, or to supply such items.

8.11. Finally all warranty claims shall be excluded if the Ordering Party installs third-party components or replacement parts in our delivery items or services provided by us which have not been expressly recommended by us prior thereto.

8.12. In addition to the rights of the Ordering Party in accordance with Point 8.6. regarding the delivery of inverters for photovoltaic systems the guarantee in accordance with the guarantee conditions of Fronius shall apply, available at https://www.fronius.com/en/photovoltaics/products/all-products/solutions/fronius-service-solutions/fronius-warranties/fronius-warranties.

9. Damages and product liability

9.1 We shall only accept unlimited liability for damage, of whatever kind, to the extent that the Ordering Party proves that we ourselves brought about this damage either knowingly and wilfully or grossly negligently. If the Ordering Party proves that we have caused damage in an ordinarily negligent manner, our obligation to indemnify shall be limited to the damage actually incurred, and, moreover, to a maximum overall amount not exceeding the total order value. Furthermore, claims of this type may only be enforced at law if asserted within six months of the damage in question becoming known.

9.2 In the event that we are taken to law by a third party where we have produced and delivered in accordance with the drawings, designs, models or other documents provided by the Ordering Party, the Ordering Party shall indemnify and save us harmless.

9.3 When using the installations, machines and other articles delivered by ourselves, the Ordering Party is obliged to painstakingly observe all safety regulations, technical rules, installation regulations, operating instructions and user manuals, and in particular all regulations applying to the electrical engineering field, and to allow only authorised skilled personnel to operate the equipment.

9.4. Any liability for damage caused by the installation or use of third-party components or replacement parts with our delivery items, which have not been verifiably and expressly recommended by us, shall be excluded.

10. Consent to data protection

Client shall agree that Fronius International GmbH and its subsidiaries may collect, process and use personel data (such as name, address, email address), if applicable also by commissioning a service provider, for the purpose of sending information regarding products and services of any kind (e.g. by post, email, newsletter and more). A dissemination to externals in excess thereof shall not occur (excluded are legal or judicial obligations to provide information). The consent may be objected at any time in writing, in the newsletter there is also a link to unsubscribe.

11. Final provisions

11.1 The place of performance for deliveries, other services and payments, and the sole place of jurisdiction, shall be Wels, Austria. However, we shall also be entitled to go to law against the Ordering Party at the court which has “in-rem” and territorial jurisdiction under the relevant regulations for the Ordering Party’s commercial domicile or place of residence.

11.2 The Ordering Party is aware that in international commerce, it is common practice that an agreement regarding the place of jurisdiction can also be entered into, in a formally effective manner, as a result of tacit acquiescence or non-reaction to a confirmatory business letter such as an order confirmation note containing a pre-printed reference to the place of jurisdiction. The Ordering Party is familiar with this commercial usage, especially in the field of business of Fronius International GmbH, and heeds it regularly.

11.3 Legal disputes arising out of the contract are to be governed by Austrian law and by the commercial practice prevailing at the place of performance. The UN Convention on Contracts for the International Sale of Goods, on the other hand, shall not be applicable (Austrian Federal Gazette 1988/96).

12. Special provisions for software supplied together with ordered items or software supplied separately

For software delivered together with other items or for software delivered separately (hereafter “software”) these Terms and Conditions of Delivery and Payment only apply insofar as these do not deviate from the following conditions or from conditions agreed upon separately with the Ordering Party.

12.1 Scope of use

12.1.1 All rights of intellectual property, such as copyright, trademark rights, design rights, patent rights, utility model rights and know-how, as well as in particular unprotected inventions, commercial experience, trade secrets and such like, independent from the time these were disclosed to the Ordering Party, shall be reserved at any time by us or our licensors. The Ordering Party shall have the right to use the software after payment of the agreed sum exclusively for his own purposes in accordance with the acquired number of licences. With the present contract only the authorization to use the software is acquired. Dissemination by the Ordering Party shall be excluded in accordance with the copyright law. With a possible participation of the Ordering Party in producing the software no rights other than the specified usage laid out in Section 12 are acquired. The Ordering Party may only use the software simultaneously on one device, which one is his decision. Usage of the software shall constitute any long-term or even any temporary duplication (copying) of the software, whether in whole or also only in part, by saving, loading, running or displaying for the purpose of execution of the software and processing of the data contained therein by the hardware. He shall not be authorized to copy the user manual.

12.1.2 The Ordering Party shall be permitted to make copies of the software for archival and data protection purposes on condition that there is no explicit prohibition in the software or any accompanying material (instruction manual, packaging, etc.) and that all copyright and proprietary notices are transferred unchanged in these copies. Retranslations of the programme code (decompilation) exceeding the legal provisions shall not be permitted.

12.1.3. If the software is equipped with technical copy protection, the Ordering Party shall in the case of damage be supplied with a replacement copy after restitution of the data carrier.

12.2 Further rights

In the event of availability of a new software version the Ordering Party shall be entitled to exchange the supplied software package for a similar software package of the new version at our listed update price; the exchange implies the software package as a whole, as it was acquired by the Ordering Party. With the exchange Ordering Party´s permission to use the exchanged software package shall expire. In such an event the Ordering Party shall immediately and completely destroy all copies, partial copies and backup copies as well as altered or revised versions of the software and the copies, partial copies and backup copies made thereof.

12.3 Warranty

12.3.1 The Ordering Party shall note that it is not possible to develop software programmes in such a manner that these are free from defects for every application condition.

12.3.2 We shall warrant that the supplied software fulfils the agreed functions and has the expressly guaranteed properties. Requirement for any warranty is usage according to contract. A defect for which we are responsible shall only be deemed to exist if the software does not function according to the most recent version of the corresponding performance description/documentation and if this is reproducible by the Ordering Party. In order to carefully examine possible occurring defects the Ordering Party shall be obliged to support us in the rectification of any defects.

12.3.3 We further shall warrant that the original software is duly recorded onto a tested data carrier. Excepted here from are previously installed software and third-party software products.

12.3.4 Software defects shall be documented by the user and we shall be notified in writing with immediate effect; otherwise 8.3 shall apply.

12.3.5 The warranty period shall always be twelve months; the period commences with the dispatch of the software package.

12.3.6 If the software package is not usable or defect (12.3.2), we shall exchange it primarily for a new one of the same title or for an adequate alternative solution. If this also proves to be unusable or defect and if we are not in a position to make it usable with adequate effort within an adequate time, but at least within a period of four weeks, the Ordering Party may demand a price reduction or a change. Costs of defect rectification by the Ordering Party or a third person shall not be compensated by us.

12.3.7 In excess of this (12.3.6) we shall not provide warranty, in particular not in the case of the supplied software not meeting the special requirements of the Ordering Party or user, and also not for altered or revised versions of the software (point 12.1.2), unless the Ordering Party can prove that the defects are not connected to the alterations or revisions. The Ordering Party itself is solely responsible for the selection, installation and usage of the software as well as for the results intended therewith.

12.3.8 In the event of unjustified assertion of defects in the software we shall be entitled to charge the Ordering Party with any incurred costs according to valid cost rates.

12.3.9 A change of the end-user shall exclude any warranty claims

12.4 Compensation

12.4.1 All further claims of the Ordering Party or third persons, in particular claims for compensation for damages of any kind, shall be excluded, unless the injured party can prove that the damage was caused by us either intentionally or due to gross negligence.

12.4.2 Otherwise Point 9 shall apply accordingly.