B2B – pv MAX S.à r.l. | Effective: 1 October 2026
1. Scope
These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by pv MAX S.à r.l. ("Supplier") to customers acting in the course of their commercial or professional activities (B2B).
Deviating or supplementary conditions of the customer will not be recognized unless the supplier expressly agrees to their validity in writing. This also applies if the supplier delivers unconditionally in the knowledge of such conditions. These terms and conditions also apply to all future contracts between the supplier and the customer.
Additionally, the supplier's delivery terms apply in their version valid at the time of contract conclusion. The terms and conditions and delivery terms can be accessed at www.pv-max.com. In case of contradictions, the following order of precedence applies: individual written agreements, the order confirmation, the delivery terms, these terms and conditions.
2. Conclusion of Contract and Documents
All documents related to offers, especially drawings, illustrations, cost estimates, as well as measurements and weight specifications, are only approximately binding unless expressly stated as binding. The supplier reserves ownership and copyright rights to these documents. They may not be made accessible to third parties without explicit consent.
Supplier offers are non-binding unless expressly stated as binding. A contract is only concluded when the supplier confirms the order in writing or in text form, or delivers the goods or makes them available for pickup. An automatic acknowledgment of receipt is not an acceptance. Obvious typographical, calculation, or transmission errors in offers, price lists, in the webshop, or in order confirmations do not bind the supplier; the supplier will inform the customer immediately, and the customer can withdraw from the contract if they do not accept the corrected price. Changes or additions require written form or an equivalent text form, particularly email, to be effective.
3. Prices
Unless expressly agreed otherwise, all prices are net plus the applicable statutory value-added tax. Packaging and transportation costs, transport insurance, customs duties, and other charges are not included and may be billed separately. Statutory environmental, recycling, and take-back contributions (e.g., Ecotrel, Recupel, Bebat, Stibat, Stiftung ear) as well as hazardous goods and logistics surcharges according to the delivery conditions will be itemized separately and are not eligible for discounts or rebates.
The supplier may take out transport insurance at the customer's expense, provided that the customer does not expressly waive it. Discounts for early payment are only permitted if this has been expressly agreed in writing.
If delivery occurs more than four months after the conclusion of the contract, the supplier may adjust prices appropriately, provided that the purchasing prices of the manufacturer, freight costs, exchange rates, or raw material costs have demonstrably changed after the conclusion of the contract; cost reductions will be taken into account accordingly. Regardless of this period, newly introduced or increased duties (including anti-dumping and countervailing duties), taxes, and statutory charges will be passed on. If a price increase exceeds 10% of the agreed net price of an item, the customer may withdraw from the contract regarding the affected, not yet delivered items within five working days after notification of the price increase. Newly introduced or increased duties, taxes, and statutory charges will not be considered in the calculation of this threshold.
4. Payment Terms
Payments are to be made without deductions in accordance with the agreed payment terms. In the absence of a special agreement, payment is due within 14 days of the invoice date.
In the event of payment default, the customer owes default interest at the statutory rate according to Luxembourg law of April 18, 2004, on payment terms and default interest in its currently applicable version, as well as a flat fee for collection costs of €40; further documented, reasonable collection costs remain reserved. The supplier may make further deliveries contingent upon advance payment or adequate security if the customer is in default of a due payment or if the limit granted to the customer by the supplier's credit insurer is exceeded, reduced, or revoked.
5. Delivery Times and Partial Deliveries
Delivery dates and deadlines are non-binding unless expressly agreed in writing as binding. The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents to be supplied by the customer and the fulfillment of the agreed payment terms. Partial deliveries are permissible as long as they are reasonable for the customer. If the supplier divides an order into several deliveries for its own organizational or delivery-related reasons, the customer will not incur any additional shipping costs compared to a complete delivery. If the customer requests an expedited or separate partial delivery, the supplier may charge the additional shipping and logistics costs incurred. The delivery obligation is subject to the correct and timely self-supply, provided that the supplier has concluded a corresponding coverage transaction and is not responsible for the non-delivery; the supplier will inform the customer immediately and refund any payments already made.
The supplier is not liable for delays due to force majeure or other events beyond its reasonable control, including strikes, government actions (including customs, trade, and sanctions measures), natural disasters, epidemics, war, cyberattacks, energy or raw material shortages, disruptions in sea or land freight, as well as delivery failures or allocations by manufacturers for which the supplier is not responsible. In such cases, the delivery period will be extended appropriately.
If the impairment lasts longer than two months, both parties can withdraw from the contract without liability for damages. In the event of such a withdrawal, any services already received must be returned; the customer will reimburse the supplier for any incurred expenses that cannot be utilized otherwise up to that point.
If an event of force majeure leads to a significant change in the economic balance of the contract, the parties shall consult in good faith regarding an appropriate adjustment of the contractual terms.
5a. Cancellation and Return
(1) The customer has no right to cancel a binding order of goods after the contract has been concluded. The supplier may expressly agree in writing to a request from the customer for mutual cancellation at their own discretion. Only with this agreement does a cancellation agreement come into effect. The supplier may condition their consent on the customer covering the external costs actually incurred by the supplier (in particular, freight, return, and cancellation costs from previous suppliers) as well as a processing fee of 10% of the net value of the canceled goods.
(2) Special orders, custom goods, project goods, specially procured goods, direct import and container goods, as well as goods that the supplier has already definitively ordered from the manufacturer or previous supplier and that cannot be easily canceled there, are excluded from cancellation and return unless the supplier expressly agrees in writing. If a previous supplier accepts a cancellation or return as a goodwill gesture, the customer bears all actual costs incurred by the supplier in this process.
(3) There is no right to return defect-free goods. Standard stock items can be returned with prior written consent from the supplier if the return is requested within 30 calendar days after delivery and the goods are unused, complete, resalable, and in undamaged original packaging, if they are current items and have not been registered or activated, as this would restrict resale. Current items are those that are still regularly distributed by the supplier at the time of the return request, are not discontinued, and correspond in model, design, and technical revision to the currently distributed item. The supplier charges a flat fee of 15% of the net goods value for the return, with a minimum of €50, plus transportation costs.
6. Transfer of Risk
The risk passes to the customer upon dispatch from the supplier's warehouse. If the shipment is delayed at the customer's request, the risk passes to the customer upon notification of readiness for shipment. If acceptance is agreed upon or required, the risk passes to the customer upon acceptance. The supplier may insure the delivery against transport risks at the customer's expense. The agreement of a "free delivery" or the assumption of transport costs by the supplier only regulates the allocation of costs and does not change the transfer of risk, unless a different Incoterm (Incoterms® 2020) is expressly agreed upon.
Visible transport damages, shortages, and damaged packaging must be noted by the customer on the freight document (CMR) or delivery note upon delivery, have the driver countersign, and be documented with photos. Hidden transport damages that are not externally visible must be reported to the supplier in writing within five working days after delivery. If the supplier loses their claims against the carrier due to a missing note or a late report, the customer's claims in this regard are excluded.
6a. Failure to Accept and Direct Deliveries
(1) If the customer does not accept the goods at the agreed time, refuses acceptance without a valid reason, or if delivery or pickup is delayed for reasons attributable to the customer, the supplier may charge for the actual incurred storage, handling, transport, waiting, and redelivery costs, as well as any other directly caused external logistics costs.
(2) After the fruitless expiration of a reasonable grace period, the supplier may withdraw from the contract and dispose of the goods elsewhere; further claims remain reserved.
(3) For direct or construction site deliveries to third parties, the recipient designated by the customer is considered authorized to accept. The customer ensures that the recipient notes any transport damages in accordance with § 6; the customer's inspection and complaint obligations remain unaffected.
7. Warranty for Defects
(1) The supplier guarantees that the goods are free from defects at the time of transfer of risk that significantly impair their suitability for the contractually intended purpose.
(2) Defects must be reported in writing or in text form: obvious defects and shortfalls within seven days of receipt, hidden defects immediately upon discovery. The report must include the order or delivery note number, item, serial number(s), and the defect, and must contain photos. For module deliveries, at least the top and bottom module of each pallet must be checked for glass breakage immediately upon receipt. In the case of justified complaints, the supplier may rectify the issue or provide a replacement within a reasonable period.
(3) If the rectification or replacement delivery fails, the customer may demand a reasonable reduction in price or – provided the legal requirements are met – withdraw from the contract. In business transactions with entrepreneurs, warranty claims exist, as far as legally permissible, only for defects that were already present at the time of the transfer of risk and become apparent within twelve (12) months after delivery. Defects must be reported in accordance with paragraph 2. The statutory deadlines of Article 1648 of the Code civil for timely reported defects remain unaffected. The aforementioned time limitation does not apply in cases of intent, fraudulent concealment, gross negligence, or where a limitation is not permissible under mandatory law.
(4) The customer must allow the supplier to inspect the disputed goods. If an inspection is refused or made impossible without valid reason, warranty claims may be excluded to that extent.
(5) Manufacturer warranties (e.g., product, performance, or yield warranties) are granted solely by the respective manufacturer according to their warranty conditions. The supplier provides no additional warranty and assists the customer with the processing, as far as it is practically possible for them. The manufacturer decides on warranty cases, replacement devices, and credits. The supplier's warranty under this § 7 remains unaffected.
(6) Complaints and warranty cases are processed through an RMA procedure. The customer provides the serial number, invoice or delivery note number, description of the error, photos, as well as available logs or approvals in the manufacturer portal and fulfills the manufacturer's registration requirements. Returns are only accepted after approval with an RMA number, in suitable packaging, and in compliance with hazardous materials regulations; unapproved returns may be rejected by the supplier.
(7) Costs related to the expansion, disassembly, transport, reinstallation, or recommissioning of defective goods, as well as labor, travel, scaffolding, lifting, or comparable costs, will only be covered by the supplier to the extent that he is legally obligated to do so and the costs are necessary, reasonable, and documented. As far as reasonable, the supplier must be given the opportunity to inspect the defect and to remedy it, provide a replacement, or have it inspected by the manufacturer before such costs are incurred; necessary measures and costs must be coordinated with the supplier in advance. This does not apply if immediate action is required due to danger to persons or property. To the extent that these costs represent damages and their liability can be legally limited, the liability limitations and maximum liability amount according to § 8 para. 1 shall apply.
(8) If the inspection reveals that there is no defect covered by the warranty or a manufacturer's guarantee – particularly in the case of installation or configuration errors, incompatible components, or improper use – the supplier may charge a processing and inspection fee of €50 as well as the actual shipping costs, inspection costs from the manufacturer or external testing facilities, and any other documented special costs.
8. Limitation of Liability
(1) The supplier is fully liable for intent and gross negligence. In cases of slight negligence and based on a legally mandated liability that can be contractually limited, liability for damages – to the extent permitted by law – is limited to the typical and foreseeable damage at the time of contract conclusion, but in any case, it is capped at the net purchase price of the goods or delivery from which the relevant claim directly arises. The customer's rights to subsequent performance, replacement delivery, price reduction, or refund of the purchase price remain unaffected. The above limitation does not apply to damages resulting from injury to life, body, or health, under mandatory product liability law, or where a limitation of liability is legally excluded.
(2) In cases of slight negligence and based on a legally prescribed liability that can be contractually limited, the supplier shall not be liable – to the extent permitted by law – for lost profits, loss of revenue or production, lost feed-in revenues or subsidies, downtime costs, as well as other indirect damages and consequential property damages. This applies regardless of whether such damage could be classified in a specific case as direct, indirect, or foreseeable. Liability for intent, gross negligence, damages resulting from injury to life, body, or health, as well as other legally mandatory liability provisions, particularly under product liability law, remain unaffected.
(3) The supplier is not liable for damages insofar as they are based on planning, sizing, or installation errors by the customer or third parties, on requirements or decisions of the network operator, on the combination with components not approved by the manufacturer, or on changes or failures of services according to § 8b para. 3.
8a. Technical Support
(1) The supplier supports its commercial customers in its capacity as a wholesaler upon request with product selection, sizing, system concepts, compatibility issues, and other technical questions. Technical information, calculations, simulations, product recommendations, and sizing proposals are provided to the best of their knowledge based on the information provided by the customer and the manufacturer's specifications. Unless a separate planning or engineering service has been expressly agreed upon in writing, this constitutes product-related technical support; it does not replace complete project-related planning, calculation, or verification.
(2) The customer provides the supplier with all project, plant, and network data essential for the specific application completely and accurately. The customer remains responsible as a professional installer, planner, or reseller for the final verification of the suitability of the products for the specific project, as well as for planning, sizing, installation, and project approval. This particularly includes compliance with the manufacturer's documentation, applicable technical rules and standards, requirements of the respective network operator, structural integrity, component compatibility, and local requirements. Without a separate written agreement, the supplier does not assume the responsibilities of an engineering office, electrical planner, structural engineer, network connection manager, or system integrator.
(3) This delineation of roles does not generally exclude liability for a specific, objectively incorrect technical statement. The liability provisions of § 8 apply to such liability. Liability for intent, gross negligence, and other legally mandatory liability remains unaffected.
8b. Manufacturer Information, Technical Changes and Software
(1) Technical data, data sheets, certifications, and approvals are based on information provided by the manufacturers and may be subject to change. The manufacturer's specification valid at the time of delivery is authoritative. Requirements from network operators, standards, and funding programs may change; it is the customer's responsibility to verify whether a product is permissible and suitable for a specific project.
(2) If a manufacturer changes a product or discontinues it, the supplier may only deliver a successor or replacement product if it is functionally equivalent, does not represent a significant deterioration, and the change is reasonable for the customer. If it deviates in essential characteristics (e.g., performance, dimensions, connections, certification, compatibility), the supplier will only deliver it with the customer's consent; if the customer refuses consent, both parties may withdraw from the affected part of the contract.
(3) Firmware and software may be updated by the manufacturer. Apps, portals, cloud and communication services, as well as third-party software, are provided by the manufacturer or third parties under their terms and may be changed or discontinued by them. They are not part of the supplier's performance; the supplier is not obligated to ensure their availability or updates.
(4) Legally required product information, such as under Regulation (EU) 2023/2854 (Data Act), is provided by the supplier to the extent that they receive it from the manufacturer.
9. Assignment and Set-Off
The customer is not entitled to assign claims arising from the contractual relationship without the prior written consent of the supplier. Offsetting against claims of the supplier is only permitted with undisputed or legally established counterclaims.
The supplier is entitled to assign its claims to third parties without the customer's consent.
10. Retention of Title
The ownership of the delivered goods transfers to the customer only after the full payment for the respective delivery has been received.
The customer is entitled to resell goods subject to retention of title in the course of proper business transactions. The customer hereby assigns to the supplier any claims arising from such resale as security, to the extent permitted by applicable law.
If the customer is in default of payment, the supplier is entitled – to the extent permitted by law – to demand the return of the goods subject to retention of title.
The customer shall keep the reserved goods, as far as practicable, separate or identifiable by serial numbers, treat them with the care of a diligent merchant, and insure them to the usual extent in business. He shall immediately inform the supplier of any seizures or other third-party access to the reserved goods.
11. Suspension and Termination in the Event of Payment or Credit Risk
(1) If the customer falls into significant arrears with a due payment or if, after the conclusion of the contract, there is a significant deterioration in their creditworthiness due to objective circumstances that jeopardize the fulfillment of the supplier's payment claims, the supplier – to the extent permitted by law – may require reasonable securities or advance payment for services not yet rendered and suspend further deliveries until the security is provided. A significant reduction or cancellation of an existing credit insurance limit may be considered as an indication of such a deterioration in credit risk.
(2) In the event of significant payment delay, the supplier may terminate the affected contract based on the expressly agreed termination clause after an unsuccessful written reminder and the expiration of a reasonable grace period, as far as this is legally permissible. In the case of a valid termination, the supplier may demand the return of the goods and – as far as legally permissible – claim compensation for depreciation or damages.
(3) The mere application for or initiation of insolvency, restructuring, or reorganization proceedings does not, by itself, lead to the termination of an ongoing contract or to a change in its existing performance or payment terms. Mandatory provisions of insolvency and reorganization law, in particular Article 30 of the Law of August 7, 2023, on the Preservation of Enterprises, and Article 546 of the Code de commerce, remain unaffected.
(4) The supplier's rights from the retention of title (§ 10) and under Article 570 of the Code de commerce are reserved.
12. Data Protection
The supplier processes personal data in accordance with the General Data Protection Regulation (GDPR) and the applicable data protection regulations, as far as this is necessary for the initiation, execution, and settlement of the contractual relationship. Further information is provided in the supplier's privacy policy.
13. Severability
If any provision of these Terms and Conditions is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. To the extent permitted by law, the parties shall replace the invalid or unenforceable provision with a valid provision that comes as close as possible to its economic purpose.
14. Tax Requirements for Intra-Community Supplies
In the case of a tax-exempt intra-community supply according to Article 43(1)(d) of the Luxembourg Value Added Tax Act, the customer is required to provide or sign and return all necessary evidence and certificates for the tax exemption completely and on time.
The customer provides the supplier with their valid VAT identification number from a member state other than Luxembourg before delivery and promptly informs of any changes. If the customer picks up the goods themselves or has them picked up by an authorized third party, they must submit the written declaration according to Article 45a of the Implementing Regulation (EU) No. 282/2011 no later than the tenth day of the month following the delivery. If the required evidence is not provided in a timely manner, and in any case not within 30 days after delivery, and the tax exemption cannot be proven as a result, the supplier is entitled to recalculate and charge the legally owed VAT; the customer shall also reimburse any resulting interest and surcharges, to the extent that they are responsible for the failure to provide the documentation.
14a. Export Control and Sanctions
The customer is responsible for complying with any applicable embargoes, sanctions, as well as export and re-export restrictions under the law of the European Union and Luxembourg when reselling or exporting the goods. The supplier may refuse or suspend a delivery if it would violate mandatory sanctions or export regulations.
15. Governing Law, Jurisdiction and Language
All legal relationships between the supplier and the customer are exclusively governed by the law of the Grand Duchy of Luxembourg. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG/UN Sales Law) does not apply.
The court of jurisdiction for disputes arising from or in connection with the contractual relationship shall be the courts competent for Luxembourg City, provided that such a jurisdiction agreement is legally permissible. The supplier remains entitled to also file a lawsuit at the general court of jurisdiction of the customer.
These terms and conditions may be provided in multiple languages. In case of discrepancies between the language versions, the German version shall prevail.
16. Amendments
Changes or additions to these terms and conditions require written form or an equivalent text form. The supplier reserves the right to adjust these terms and conditions for future contracts. The version valid at the time of contract conclusion is decisive.