General Terms and Conditions of Sale, Delivery and Service (Terms and Conditions)
of AXSOL GmbH
Status: 2025
AXSOL GmbH, Ohmstraße 3, 97076 Würzburg, Germany
1. Scope & Customer Base
1.1 These General Terms and Conditions of Sale, Delivery and Service (“Terms and Conditions”) apply to all contracts between AXSOL GmbH (“AXSOL”) and its customers for the delivery of products and systems (in particular battery energy storage systems (BESS), container solutions, MV skids, inverter systems, low-voltage and medium-voltage systems), the provision of the Energy Management System AXOS (on-premise or cloud/SaaS), planning and engineering services, construction and EPC services, commissioning, service, maintenance and other services.
1.2 The Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded on this basis.
1.3 Deviating, conflicting or supplementary general terms and conditions of the customer do not become part of the contract unless AXSOL expressly agrees to their validity in writing. This also applies if AXSOL delivers or provides services in the knowledge of deviating conditions.
1.4 The Terms and Conditions in their current version also apply to all future contracts with the same customer, without AXSOL having to expressly refer to their inclusion again in each individual case.
2. Contractual Basis & Ranking
2.1 Contractual components (if available) are in the following order of priority:
- individually negotiated main contract / EPC contract / framework agreement,
- project-specific offer from AXSOL including systems, technical specifications and commercial conditions,
- performance specification, SoW, specification and data sheets, drawings, schedules, AXOS performance and service descriptions confirmed in writing by AXSOL,
- these Terms and Conditions,
- other sales documents, brochures, project documentation and publicly available information from AXSOL.
2.2 Descriptions, drawings, 3D renderings, performance forecasts, yield or profitability calculations, white papers, brochures, presentations and other documents are for information purposes only and do not constitute a guaranteed quality, assurance of specific properties or a guarantee of availability, service life, yield or economic results.
2.3 In case of doubt, individually agreed regulations in writing take precedence over the Terms and Conditions.
3. Services of AXSOL
3.1 Depending on the contract, AXSOL delivers in particular:
- turnkey BESS systems (EPC / Turnkey),
- container battery systems, MV skids, inverters, transformer stations, protection and control technology,
- the Energy Management System AXOS (locally or as a cloud/SaaS solution),
- project planning, engineering, grid and system studies, approval support (if agreed),
- assembly coordination, commissioning, tests (FAT/SAT/Performance Tests),
- service, maintenance, monitoring and operational management services in accordance with a separate agreement.
3.2 The scope and content of the service result exclusively from the respective offer, the order confirmation and these Terms and Conditions.
3.3 AXSOL is entitled to provide partial services and partial deliveries, provided that these are reasonable for the customer. Separate transport costs may only be charged if this has been expressly agreed between the parties.
3.4 AXSOL is entitled to have services performed by qualified subcontractors.
4. Offer, Conclusion of Contract & Amendments
4.1 Offers from AXSOL are subject to change without notice, unless they are expressly marked as binding. A contract is only concluded with written order confirmation by AXSOL or with the start of the provision of services by AXSOL.
4.2 Verbal or telephone agreements with employees or representatives of AXSOL require written confirmation by AXSOL to be effective.
4.3 Changes to the scope of services (change requests) require a written agreement that regulates the effects on deadlines, remuneration and technical specifications. AXSOL is not obliged to implement change requests without a corresponding adjustment agreement.
4.4 Drawings, calculations, concepts, software specifications, grid studies or other advance services that are not part of the general standard offer may be remunerated separately by AXSOL if no contract is concluded or if they exceed the standard scope commissioned.
5. Obligations of the Customer / Project Requirements
5.1 The customer shall ensure at its own expense and responsibility in good time that all prerequisites are in place that are necessary for the proper delivery, assembly, commissioning and operation of the system, in particular:
- suitable and approved areas including access roads, foundation/load-bearing capacity, drainage,
- official permits (e.g. building, environmental, immission control, water and electrical permits), unless expressly assumed by AXSOL,
- timely provision of the grid connection points including all grid operator specifications,
- provision of all necessary information, load profiles, operating strategies and project-specific data,
- compliance with the installation and operating specifications of AXSOL and the OEMs.
5.2 If the provision of services is delayed due to missing or inadequate cooperation on the part of the customer or third parties on the customer’s side, deadlines shall be extended appropriately; any additional costs incurred as a result shall be invoiced to the customer separately.
5.3 The customer is responsible for compliance with all regulatory requirements regarding operational management, measurement concepts, balancing group, redispatch, secondary/tertiary control, aFFR, CR, PPA, as well as other marketing and grid requirements, unless expressly assumed by AXSOL in the contract.
6. Prices, Terms of Payment & Securities
6.1 All prices are net in EUR ex works (EXW) in accordance with Incoterms® 2020, plus applicable value added tax, packaging, transport, insurance and other ancillary costs, unless expressly agreed otherwise.
6.2 Price validity and payment milestones result from the offer or contract (e.g. typical structure: down payment upon order, milestone payment upon FAT/readiness for dispatch, final payment upon SAT/acceptance). In the absence of special regulations, invoices are due within 14 days net after receipt of the invoice without deduction.
6.3 In the event of default in payment, AXSOL is entitled to demand default interest at the statutory rate (§ 288 BGB) and to withhold ongoing work/deliveries. Further claims remain reserved.
6.4 The customer is only entitled to set-off and retention rights if its counterclaims are undisputed or have been legally established. A right of retention exists only from the same contractual relationship.
7. Delivery and Service Deadlines / Force Majeure
7.1 Delivery and execution deadlines are only binding if they have been expressly agreed in writing as binding and all obligations to cooperate on the part of the customer have been fulfilled.
7.2 Events of force majeure or comparable unforeseeable, unavoidable events outside AXSOL’s sphere of influence (e.g. wars, embargoes, pandemics, government intervention, export/import restrictions, raw material shortages, strikes, delays in delivery, natural disasters, sabotage, cyber attacks, exceptional energy and logistics disruptions) shall extend deadlines appropriately. In all other respects, clause applies. 17.
8. Shipping, Transfer of Risk & Incoterms
8.1 Unless otherwise agreed, delivery shall be EXW (Incoterms® 2020) from the warehouse or production location specified in the offer or order confirmation (e.g. AXSOL logistics location).
8.2 The risk of accidental loss and accidental deterioration passes to the customer upon provision of the goods for collection or upon handover to the first freight forwarder, even if AXSOL organises the transport or advances costs.
9. Retention of Title
9.1 AXSOL retains ownership of delivered goods until full payment of all claims arising from the business relationship.
9.2 The customer may process or sell reserved goods in the ordinary course of business, but already now assigns all claims arising therefrom in the amount of the invoice value to AXSOL as security.
9.3 Processing, combination or mixing of the reserved goods always takes place for AXSOL. In the event of combination with third-party items, AXSOL acquires co-ownership in proportion to the values.
9.4 In the event of seizures or other access by third parties to reserved goods, the customer must inform AXSOL immediately.
9.5 If the realisable value of the securities exceeds AXSOL’s claims by more than 10 %, AXSOL will release securities at AXSOL’s discretion at the customer’s request.
10. Acceptance (FAT, SAT, Commissioning)
10.1 If acceptance has been agreed (in particular for BESS systems, EPC services, AXOS implementations), this shall take place in accordance with the criteria defined in the contract (e.g. FAT, SAT, Performance Test).
10.2 The customer shall participate in tests and acceptances. Any defects must be recorded in a protocol.
10.3 If the customer fails to attend an agreed acceptance date, uses the system productively or does not report obvious defects within 10 working days of commissioning or after notification of readiness for acceptance, the service shall be deemed accepted.
10.4 Minor deviations or defects that do not significantly impair the functionality do not entitle the customer to refuse acceptance.
11. Quality, System Performance & Performance Disclaimer
11.1 Decisive for the quality are exclusively:
- the technical specifications expressly designated as binding in the contract/offer,
- the data sheets confirmed by AXSOL,
- expressly agreed guarantee values.
11.2 Information on service life, number of cycles, efficiency, capacity curve, availability, reaction times, grid service capability, aFFR, FCR, intraday or arbitrage revenues, other market or control energy revenues are – unless expressly guaranteed – non-binding model assumptions without legal obligation. AXSOL assumes no liability for the achievement of economic goals, market revenues, funding conditions or regulatory framework conditions.
11.3 The service life of batteries and systems depends on usage, temperature, charging/discharging and environment. A specific service life, residual capacity or degradation is only owed if this is expressly promised in the contract as a guarantee.
11.4 The customer is obliged to strictly comply with the operating, maintenance and safety instructions of AXSOL and the manufacturers.
12. Claims for Material Defects
12.1 The customer must inspect deliveries immediately in accordance with § 377 HGB and report recognisable defects as well as incorrect or short deliveries immediately, but no later than within 7 working days of delivery, hidden defects immediately after discovery, in each case in writing.
12.2 In the event of a timely and justified notice of defects, AXSOL shall, at its own discretion, provide subsequent performance by means of rectification or replacement delivery. If subsequent performance fails, the customer may reduce the price or withdraw from the contract in accordance with the statutory provisions; claims for damages shall be determined in accordance with clause 13.
12.3 Claims for material defects shall become statute-barred in 12 months from the transfer of risk, unless otherwise agreed; in the case of contracts for work and services on buildings in accordance with § 634a BGB and in cases where the statutory periods are compulsorily extended, the statutory periods shall apply.
12.4 Claims for material defects are excluded in particular in the event of:
- improper storage, installation, operation or maintenance by the customer or third parties commissioned by the customer,
- failure by the customer to comply with manuals, data sheets, software and grid specifications,
- interventions, modifications or parameterisations by the customer or by third parties commissioned by the customer without the prior consent of AXSOL,
- operation by the customer outside the specified environmental or design parameters,
- normal wear and tear of wearing parts.
13. Liability
13.1 AXSOL shall only be liable for damages – for whatever legal reason –:
- in the event of intent and gross negligence,
- in the event of culpable injury to life, limb or health,
- in accordance with the Product Liability Act,
- in the event of the assumption of an express guarantee,
- in the event of culpable breach of essential contractual obligations (such as one that the contract according to its content and purpose just wants to impose on AXSOL or the fulfilment of which makes the proper execution of the contract possible in the first place and on the compliance with which the customer regularly relies and may rely).
13.2 In the event of a slightly negligent breach of essential contractual obligations, AXSOL’s liability shall be limited to the contractually typical, foreseeable damage.
13.3 To the extent permitted by law, AXSOL’s total liability arising out of and in connection with the respective contract – except in the cases of clause 13.1 (unlimited liability) – is limited to:
- per claim: a maximum of the net contract value of the respective delivery/service,
- in total per contract year: a maximum of 100% of the net remuneration paid by the customer to AXSOL in that year from the contract in question.
13.4 Exclusion of indirect damages: No liability is assumed – except in cases of clause 13.1 – for loss of profit, loss of market and energy revenues, financing costs, contractual penalties of third parties, production downtimes, redispatch, balancing group or penalty payments as well as other indirect or consequential damages.
13.5 The above limitations of liability apply mutatis mutandis in favour of the organs, employees and vicarious agents of AXSOL. A reversal of the burden of proof to the detriment of the customer is not associated with these provisions.
14. AXOS & Software (License, SaaS, Support)
14.1 For AXOS (EMS/SCADA, cloud services, APIs, visualisation etc.), the customer receives, if contractually provided for, a simple, non-transferable, non-sublicensable right of use, limited to the contractually defined system and the contractually agreed purpose.
14.2 AXOS remains the intellectual property of AXSOL or the respective rights holder. The disclosure of the source code is excluded.
14.3 The customer may only operate AXOS in accordance with the technical specifications and safety requirements. Unauthorised interventions, reverse engineering, manipulations or circumvention of protection mechanisms are prohibited.
14.4 The current AXOS service and SLA conditions of AXSOL also apply to AXOS cloud/SaaS services. Usual maintenance windows and reasonable short-term interruptions for troubleshooting do not qualify as a defect.
14.5 AXSOL is only liable for data loss within the scope of clause 13 and, moreover, not if the damage would not have occurred in the event of proper data backup for which the customer is responsible.
15. Property Rights & Confidentiality
15.1 All rights to technical documents, drawings, calculations, offers, concepts, software, documentation and other know-how remain with AXSOL.
15.2 The customer only receives the rights of use required for the use of the respective delivery. Any further use, exploitation or disclosure to third parties requires the prior written consent of AXSOL.
15.3 Both parties undertake to keep confidential information of the other party secret and to use it exclusively for the execution of the contract.
16. Data Protection
16.1 AXSOL processes personal data within the framework of the business relationship in compliance with the applicable data protection laws. Information on this can be found in AXSOL’s data protection information.
17. Force Majeure & Risk Transfer
17.1 If an event of force majeure or a comparable serious event occurs that significantly impairs AXSOL in the provision of the service, the obligation to perform shall be suspended for the duration of the disruption.
17.2 If such an event lasts longer than 6 months, both parties are entitled to terminate the part of the contract affected by the disruption extraordinarily. Claims for damages are mutually excluded in cases of force majeure.
18. Continuous Services, Service & Termination
18.1 For recurring services (e.g. AXOS-SaaS, monitoring, O&M, maintenance packages), the terms and periods of notice regulated in the respective contract apply.
18.2 Each party may terminate such contracts extraordinarily for good cause. An important reason exists in particular in the event of a serious breach of contract despite setting a deadline, sustained default in payment or the filing of an application to open insolvency proceedings over the assets of a party.
19. Final Provisions
19.1 German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
19.2 The place of performance for all services is – unless otherwise agreed – the registered office of AXSOL or the designated warehouse/delivery location.
19.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction – at AXSOL’s discretion – is Würzburg or the customer’s registered office. AXSOL is entitled to sue the customer at its general place of jurisdiction.
19.4 Amendments and supplements to the contract and these Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement.
19.5 Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
19.6 In the event of discrepancies or differences in interpretation between different language versions of these General Terms and Conditions, the German version shall prevail exclusively.
For all disputes arising from or in connection with this contractual relationship, the exclusive place of jurisdiction shall be the registered office of AXSOL GmbH in Würzburg, provided that the customer is a merchant, legal entity under public law or a special fund under public law. However, AXSOL shall remain entitled to take legal action against the customer at its general place of jurisdiction.