General terms and conditions

Unless otherwise agreed in writing, the following provisions shall apply to all transactions in connection with Hypnetic GmbH:

1. Scope of application and conclusion of contract

  1. These terms and conditions apply to all sales of Hypnetic GmbH in the version valid at the time of the order. These General Terms and Conditions are an integral part of all offers made by Hypnetic GmbH.
  2. Upon order confirmation of the offer submission, the client agrees that the General Terms and Conditions of Hypnetic GmbH apply to the respective defined service processing.
  3. The order confirmation leads to the preparation of the project contract with mutual cooperation on the basis of the draft of Hypnetic GmbH.
  4. The conclusion of the project contract represents the binding assignment by the client to the contractor. Upon conclusion of the project contract, the down payment specified on the respective offer shall be made by the Client.

2. Installation, delivery and assembly time

  1. The installation site and the grid connection for the Hypnetic energy storage system must be clarified by the customer in advance in cooperation with Hypnetic GmbH. Additional costs due to individual installation or mains connection conditions are to be borne by the customer.
  2. The Customer shall take all necessary measures to protect the delivery and assembly personnel at the installation site. Access roads and the installation or assembly site must be leveled and cleared.
  3. The delivery and assembly deadlines are pre-sketched in the offer submission and represent approximate values. If delays occur within the performance and capacity unit production or during the installation and assembly processes on the part of the supplier network of Hypnetic GmbH, the delivery and assembly periods occurring in the offer can be extended by up to 12 weeks.
  4. Compliance with the delivery obligations requires the timely and proper fulfillment of the customer’s obligations for the installation site and for the grid connection.
  5. Both parties to the contract undertake to inform each other without delay of any processing difficulties or delays in the execution of the contract.
  6. In the event of subsequent amendments to the contract which affect the delivery period, the latter shall be extended accordingly. The same shall apply to delays in delivery due to force majeure, i.e. if Hypnetic GmbH is prevented from fulfilling its delivery obligation due to the occurrence of unforeseeable, extraordinary circumstances – which could not have been averted despite reasonable care according to the circumstances – irrespective of whether these occurred at Hypnetic GmbH or at a sub-supplier, such as, for example, general shortage of labor, strike, lockout, operational disruption, transport difficulties, lack of essential raw materials, mobilization, war, riot or similar.
  7. Claims for damages due to the rejection of an order or in the case of 2. (3), 2. (4) and 2. (5) are excluded.
  8. Hypnetic GmbH may use third parties to fulfill its obligations.

3. Acceptance

  1. After completion of the subject matter of the contract, the Customer shall be obliged to accept it without delay. Acceptance may not be refused due to insignificant defects. Hypnetic GmbH may set a reasonable deadline for the submission of the declaration of acceptance, after the expiration of which the performance shall be deemed accepted.
  2. All products are manufactured according to the state of the art. We reserve the right to make technical changes as well as changes in shape, color and/or weight within the scope of what is reasonable; this applies in particular if the replacement of certain components or elements is advantageous for the customer and corresponds to the state of the art and does not result in additional costs for the customer.
  3. Hypnetic GmbH is responsible for the subject matter of the contract until commissioning. Upon acceptance of the subject matter of the contract, the responsibility for proper operation shall remain if and as long as a maintenance contract exists between Hypnetic GmbH and the Customer. All details are regulated in this maintenance contract.
  4. If the subject matter of the contract is damaged or destroyed after delivery to the customer and before acceptance due to force majeure or other unavoidable circumstances for which Hypnetic GmbH is not responsible, Hypnetic GmbH shall be entitled to payment for the work performed up to that point and for any other costs incurred.

4. Terms of payment

    1. The terms of payment, which are written down on the respective offer, are valid. The individually determined portions of the down payment, principal payment and final payment are plus. The VAT to be paid at the specified times by the client.
    2. If no payment terms are written down on the offer, the following breakdown shall apply:

30 % deposit upon order confirmation or project contract conclusion

50% main payment upon delivery of the main components to the installation site specified by the client.

20 % Final payment after commissioning, grid connection and acceptance (cf. par. 3)

  1. A cash discount deduction is not permitted unless this has been expressly agreed with the client.
  2. If payment is not made in due time, Hypnetic GmbH shall be entitled to stop its work and to remove unused material from the construction site at the expense of the Customer.

5. Warranty / guarantee / return

  1. The Customer shall have a warranty on the functionality of the subject of the order as long as a maintenance contract exists with him and Hypnetic GmbH (cf. 3.3).
  2. In case of failures of the subject matter of the contract, which are due to a lack of functionality of a component, which has a warranty by its respective manufacturer, the Customer may demand the replacement of this component free of charge. For this purpose, he shall set a reasonable deadline which shall be at least 14 days above the delivery time of the respective component. In this case, claims for damages against Hypnetic GmbH resulting from the discontinued operation of the subject of the order are excluded.
  3. In the event of defective performance of the subject matter of the contract, the Customer shall have the right, at its option, to remedy the defects free of charge. If the elimination of the defect is unreasonable for Hypnetic GmbH or would require a disproportionately high effort, the customer may reduce the remuneration by declaration to Hypnetic GmbH (§ 638 BGB). Insofar as the customer sets a deadline for Hypnetic GmbH to remedy the defect, this deadline must be reasonable. It must be taken into account whether certain parts of the goods are to be manufactured or procured individually.

6. Liability

  1. Hypnetic GmbH shall only be liable for damage caused by the subject matter of the contract itself in the event of intent, gross negligence, culpable injury as well as defects of the subject matter of the contract, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used objects.
  2. In the event that Hypnetic GmbH assumes liability, the amount of liability shall be limited to the reasonably foreseeable damage typical for the contract.
  3. Hypnetic GmbH will provide evidence of the concluded liability insurance upon request. Further claims are excluded, in particular any claims for financial loss including loss of profit.

7. Resignation

  1. Hypnetic GmbH may withdraw from the contract by written rescission if
    1. the client fails to perform an action incumbent upon him (obligation to cooperate pursuant to § 642 BGB) and fails to perform such action despite a reminder and the setting of a reasonable grace period and Hypnetic GmbH is thereby unable to perform the agreed services.
    2. the customer fails to fulfill a payment obligation incumbent upon him despite a reminder and the setting of a reasonable grace period.
    3. the delivery of the subject matter of the contract due to advance performance vis-à-vis. the component suppliers used would foreseeably lead to the insolvency of Hypnetic GmbH.
  2. If the client does not fulfill the contract without being entitled to do so, Hypnetic GmbH may demand damages instead of performance after withdrawal from the contract. The claim for damages shall amount to a flat rate of 15% of the agreed net purchase price.
  3. The claim for damages may be set higher if Hypnetic GmbH proves a higher damage.

8. Retention of title

  1. Hypnetic GmbH retains ownership and the right of disposal of all delivery and service items until all payments have been received. If partial acceptance is made, ownership shall pass upon receipt of all payments required in this regard.
  2. Insofar as the items of delivery or service have been set up on the Customer’s property, the Customer undertakes, at Hypnetic GmbH’s request, to permit the dismantling of the items in the event of non-compliance with the agreed payment dates or, in the event of co-ownership by third parties, to obtain such permission and to transfer ownership of these items back to Hypnetic GmbH or to have such ownership transferred. The costs of disassembly are then borne by the client.

9. Data protection

  1. Hypnetic GmbH will use the client’s personal data confidentially and in compliance with the provisions of the Federal Data Protection Act. The personal data will be stored by Hypnetic GmbH and, if necessary, made available to service partners within the scope of contract processing. In addition, data will only be passed on to third parties if this is legally permissible or the customer has given his consent.
  2. Data protection-related consents given by the client can be revoked at any time with effect for the future. The Client shall be entitled to have its data deleted in its entirety, insofar as the storage is not necessary for the execution of contracts that have not yet been completed or insofar as Hypnetic GmbH must be stored due to statutory retention and accounting obligations. In this case, however, the data will be blocked.
  3. The client has the right to request information about the scope and use of his data at any time. Should the client wish to have his personal data changed, corrected or deleted, he may contact Hypnetic GmbH for this purpose.

10. Final provisions

  1. Hypnetic GmbH reserves the property rights and copyrights to illustrations, drawings, calculations, programs stored on data carriers, etc. These documents and/or data carriers as well as the data stored on them may not be made accessible to third parties. This applies in particular to such documents and/or data carriers that are designated as confidential. Before passing them on to third parties, the client requires the express written consent of Stercom Power Solutions GmbH.
  2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). This shall be without prejudice to the mandatory provisions of the state in which the client has his habitual residence.
  3. The place of jurisdiction is the registered office of Hypnetic GmbH, insofar as the customer is a registered trader. The same shall also apply if the Customer does not have a place of residence or domicile in the Federal Republic of Germany at the time the action is filed.
  4. Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision with a valid provision that comes as close as possible to the intended economic purpose. The same applies in the case of a gap requiring supplementation.