General Terms and Conditions of Business of SecondSol GmbH
1. Specification of Services
1.1 SecondSol GmbH (hereinafter referred to as “SecondSol”) is an Internet marketplace (hereinafter referred to as “marketplace”) for buying and selling new and second-hand photovoltaic and solar power equipment (hereinafter referred to as “equipment”). SecondSol offers individuals and entities as well as partnerships who have a registered a member account (hereinafter referred to as “member”) the possibility to offer equipment as well as to publish contents on the SecondSol marketplace insofar as the equipment and description does not violate statutory regulations or these General Terms and Conditions of Business. All other members are permitted to use the platform to purchase equipment.
1.2 SecondSol equally participates in the marketplace under the name of SecondSol under the terms and conditions stated here.
1.3 In principle, SecondSol does not check contents posted by members unless this involves their own member account, and the contents do not reflect the opinion of SecondSol.
1.4 Contracts of sale are concluded solely and directly between the respective members and are fulfilled and settled outside of the SecondSol marketplace.
1.5 In principle, SecondSol does not check the products and contents (e.g. data, sounds, music, texts, software, graphics and messages) published by the members on the SecondSol marketplace in terms of lawfulness, correctness and completeness and they do not reflect the opinion of SecondSol. Despite various security precautions, it is only possible to check a limited and random number of member accounts, meaning there is no guarantee that members have not furnished false contact details or personal/company details. It is each member’s own responsibility to assure themselves of the identity of the other party to the contract and their creditworthiness/economic capacity directly after concluding the sales/purchase transaction and transferring details to the other party to the contract, yet before exchanging receivables.
1.6 SecondSol is the sole advertiser of the SecondSol marketplace. These rights can, however, be assigned to third parties.
2. Subject-Matter and Scope of the License Agreement
2.1 As described under Item 1. “Specification of Services” of these terms, SecondSol places a marketplace at the members’ disposal. SecondSol reserves the right to determine the conditions relating to the use and functions of the SecondSol marketplace such as verifying registration data, feedback and/or other functions.
2.2 SecondSol reserves the right to introduce measures that delay or prevent the posting or publishing of product offers on the SecondSol marketplace for reasons of security.
2.3 Members have no right to a certain layout, design, certain functions, services or areas on the SecondSol marketplace. The only right that exists is in the scope of the latest state of technology. Besides this, SecondSol does not guarantee for any particular properties of their contracted services (e.g. effectiveness of advertising, views of offers, successful communications, etc.).
2.4 SecondSol may discontinue their services sporadically, permanently or temporarily if this is necessary in view of capacity limits, security or integrity of the server or for performing technical measures. SecondSol may also temporarily discontinue the services in view of announced maintenance work and the proper or improved provision of the service associated therewith. In the event of a sporadic, permanent or temporary discontinuation of the service, SecondSol shall take into consideration the justified interests of the members e.g. by informing them in advance by way of communication by e-mail or other media. Unforeseeable disruptions (system breakdowns), which have impaired the functions of the SecondSol marketplace, will be announced in the scope of news announcements.
2.5 Should maintenance work or unforeseeable system breakdowns mean that products cannot be sold on the SecondSol marketplace or that other functions do not work or are disabled, the offers will be extended by 24 hours. If an extension is not possible, SecondSol shall reimburse any fees incurred insofar as the member is caused an economic disadvantage due to the system breakdown.
3.1 A user has no entitlement to registering and concluding a license agreement with SecondSol. However, a user is required to register for free to obtain full use of the marketplace. When opening a free member account, a license agreement is concluded between SecondSol and the member. The member accepts these Terms and Conditions of Business upon registration.
3.2 The registration process for the marketplace starts with providing full details on the information requested in the registration mask. The stating/use of stage names, pseudonyms or other imaginary names is not permitted.
3.3 Only entities, partnerships or individuals of full age having unlimited legal competency are permitted to register. Entities and partnerships can only be registered with a named individual authorized to represent.
3.4 Individuals or entities are not permitted to set up more than one member account.
3.5 The member account is non-transferable.
3.6 SecondSol shall reserve the right to also request proof of the data provided in addition to the proof of company ownership in the case of commercial users in the scope of the registration process or thereafter. They shall equally reserve the right to not activate a member account in the registration process or to delete it after an appropriate length of time if information is missing.
4. Obligations of the Members
4.1 The data requested and provided in the registration process must be true, complete, current and correct, insofar as it is not marked as voluntary. The registration of a member account with third party or otherwise inapplicable details is not permitted. The registration data, in particular the member name, must not violate applicable law, third party rights, morality or third party trademarks and rights to a name.
4.2 Access data must be kept confidential and stored in a safe place and may not be passed on to third parties. In the event of a suspicion of misuse by a third party, the owners of the member account are obliged to inform SecondSol immediately. In this context, please note that SecondSol shall never enquire about your password by e-mail or phone.
4.3 The member is obliged to keep registration data – in particular company name, address and e-mail address – up-to-date. You can update member data after logging in under the menu “My Settings”.
4.3 All contents posted must be in an objective relation to functions usually intended by the content and function of the website.
4.4 The member is obliged to solely post such contents and files on the marketplace or in the community that were self-created and which do not violate third party rights (in particular no personal rights or copyrights). This applies to, among others, the uploading and publishing of images, videos, texts, etc. Insofar as a member posts third party contents or image files, the member must ensure that they are entitled to rights of use prior to uploading a file and that making it accessible to the public does not violate statutory regulations, morality and/or third party rights. SecondSol is not responsible in particular for data, sounds, music, texts, software, graphics or messages posted by members on the platform of the SecondSol marketplace. We assume no responsibility or liability whatsoever for any content.
4.5 Members are not permitted to encroach upon the SecondSol marketplace or cause malfunctions in the functionality of the SecondSol marketplace or to offend individual users/members/principals, in particular in the following ways listed:
- Hacking attempts, i.e. attempts to overcome, circumvent or otherwise disable the security mechanism, the use and/or dissemination of viruses, worms, trojans, brute-force attacks
- Distribution of unsolicited advertising messages (SPAM), chain letters or snowball systems;
- Sending viruses or other technologies that could damage the interests of SecondSol or the property of the members;
- Copying, amnding or distributing the content of other members;
- Using scripts, bots or other software that could impair or disturb the system integrity and system functions of the SecondSol marketplace;
- Measures that may cause an unreasonable or excessive overload of the SecondSol infrastructure;
- Changing, deleting or blocking contents generated by SecondSol;
- Copying, distributing, duplicating or using in any other way the content stored on the SecondSol website.
4.6 The member is responsible for storing the information viewable and stored on the website on an independent storage medium that the member requires for auditing, accounting, etc.
4.7 Members are not permitted to exchange via the contact form the data required for establishing contact with each other after conclusion of the contract before they receive it from SecondSol. SecondSol thus checks the communication for violations of this prohibition prior to transmitting messages via the contact module.
4.8 Members are not permitted to use addresses, contact details and e-mail addresses they have obtained by using the SecondSol marketplace for purposes other than contractual communication. In particular, the selling of the data and/or the sending of advertising is expressly forbidden, unless the respective user has expressly consented to this use and establishing contact in writing in advance. A violation of data protection can be punished by a warning fee.
4.9 If an item is offered for sale on the SecondSol marketplace, a member is not permitted to offer the item offered for sale on the SecondSol marketplace nor an item of comparable nature and quality to the potential buyers who are interested in the item in a way circumventing the SecondSol marketplace (detracting buyers). This shall also apply beyond the duration of the offer.
5. Sanctions / Blocking / Termination
5.1 The observation of these Terms – in particular of the provisions under Item 4. – ensure the functionality of the marketplace. For this reason, as per Item 5.2 in the following, SecondSol shall impose sanctions upon members if and to the extent which there are concrete and actual indications that a member is in violation of statutory regulations, third party rights, morality or justified interest of SecondSol. In particular, they will take action to protect members from fraudulent activities. In addition, SecondSol is entitled to remove incriminating contents without the need for separate information.
5.2 When choosing the appropriate sanction, SecondSol shall take into consideration the justified interests of the member concerned. The following action and sanctions will be considered by SecondSol in dependence on the degree of severity of the misconduct:
- The member is warned (mildest action);
- The member’s offers or other contents are partially or fully deleted;
- The use of the SecondSol marketplace or individual functions/community is limited/restricted;
- The member is temporarily blocked;
- The member is blocked permanently, i.e. extraordinary cancellation of the license agreement if there is an important reason that makes a continuation of the contractual relationship with the member unacceptable for SecondSol.
An important reason is, in particular, if
- SecondSol receives knowledge of allegations of fraud against the member from diverse information offices or other members;
- The member has stated improper, false or invalid details in the scope of the registration process or has not updated them;
- The member submits quotes outside SecondSol and circumvents the marketplace;
- The member has received negative feedback from other members in the feedback system and blocking them serves the protection of other members;
- The member causes harm to SecondSol or other members to a great extent, especially in misusing the services offered.
5.3 If a member is blocked, they are no longer permitted to use the marketplace, the community or re-register. They are not entitled to recover user data. For any restoring in individual cases, SecondSol shall charge fees as per the current price list.
5.4 The license agreement can be terminated by any member without having to give notice. SecondSol can terminate properly with 14 days’ notice to the end of the month. The right to extraordinary termination of this license agreement shall, however, remain unaffected by this provision.
6. Offer Formats and General Rules
6.1 SecondSol provides the SecondSol marketplace with various offer formats and functions to search for products or members.
6.2 If a contract is concluded between members when using the SecondSol marketplace, SecondSol shall provide the parties to the contract with the data needed to contact each other.
6.3 The sellers are obliged to comply with regulations based on the respectively applicable statutory framework conditions in connection with using the marketplace, in particular towards consumers. Offers are to be described with words, images and data in the right category in full and truthfully, so that all characteristics and properties that are significant for the decision to purchase, as well as all defects that reduce the value of the goods offered, can be recognized. In addition, the seller must state details about payment, delivery and delivery times. The product descriptions posted must also refer to the item and must not contain any misleading details.
6.4 To the extent that there is consumer protection information and statutory rights of revocation or return as prescribed by law, entrepreneurs offering items to consumers are obliged to inform and instruct the consumers about the same.
6.5 Prices are always to be understood net plus any possible additional costs, which may comprise value added tax or delivery and dispatch costs. The sales commission SecondSol is entitled to is not included in these prices and will be solely debited to the seller. The members pledge to inform consumers of details prescribed by law such as transportation/delivery charges.
6.6 The seller is not permitted to demand other amounts that are independent of SecondSol or the portal.
6.7 Brand names may not be used for the purpose of misleading or manipulating customers.
6.8 Sellers who have posted a binding offer may delete the offer as long as no proposed price has been offered/no “negotiating” has taken place and the item is either damaged or has already been sold otherwise.
6.9 No items may be deleted from the marketplace in order to conclude a direct transaction with an acquired potential customer. The circumvented sales commission will then be invoiced by SecondSol.
6.10 The official German time zone (GMT+1) shall govern the SecondSol marketplace.
7. Buying and Selling
7.1 If a seller posts an item in the offer format in the marketplace, he is posting a binding offer to conclude a contract covering this item. The seller stipulates a starting/fixed price and the duration of the offer. During this period, the offer can be accepted via the “Purchase” function. In addition, the buyer and seller can also negotiate insofar as this is allowed for by the seller. The buyer can submit a proposed price which the seller can accept, refuse or change. The seller then stipulates an automatic price surcharge for this. If an offer is submitted that is the same or higher than the proposed price, the item is automatically sold. A contract covering the purchasing of the item materializes upon conclusion of the buying process, unless the seller was entitled to withdraw the offer and delete the existing bids on the basis of law or these provisions.
7.2 A seller may define a sale as mass selling. With mass selling, any number of the item can be offered for sale whereby all items must be of the same type and quality (e.g. size, colour, pattern, make, etc.). In this cases, the total sales price (price multiplied by quantity) is always invoiced.
7.3 The placing of bids by way of automated data processing programmes (e.g. so-called “sniper” programmes) is prohibited.
8. Advertising Agent
Members can generate a search for a certain item via the integrated search agent (PV search). The SecondSol marketplace will search for the requested item after confirmation. Under “My Account”, the customer can view the search results at any time. If the requested item is posted by another member after generating the search agent, the searcher will automatically receive an e-mail.
9. Fees for Offers, Additional Fees, Commission and Compensation
9.1 Registration on SecondSol is free of charge.
9.2 Members post items on SecondSol free of charge. After a contract has been concluded between two members on the SecondSol marketplace, sales commission is incurred in favour of SecondSol, which must be paid by the seller. The amount of the individual fees as well as the commission are charged by the respectively current price list. You can view the current price list under “Information” -> “Prices and Fees”.
9.3 The fees to be paid from the incurred sales commission are payable upon receipt of the invoice and must be settled via the payment methods offered by SecondSol. Statutory regulations regarding late payments shall remain unaffected hereby. Invoices will be sent to the e-mail addresses provided under “My Invoices” on the marketplace.
9.4 SecondSol may credit the sales commission to members under certain circumstances. Insofar as SecondSol waives the assertion of claims to fees, this shall always take place without the recognition of a legal obligation to that effect. Claims to reimbursements going beyond this do not exist.
9.5 Claims to fees made by SecondSol can only be set off if these can only take place if these claims have been established as final and absolute or undisputed.
9.6 SecondSol may invoice members a lump-sum operating cost if SecondSol deletes offers or contents, exempts members due to violations of these General Terms and Conditions of Business or reactivates member accounts blocked by SecondSol. The lump-sum operating costs are only valid to the extent that the member is to blame for the violation, unless the member provides proof that there was no or significantly less damage caused. SecondSol must provide proof of the lump-sum operating costs.
10. Feedback System
10.1 After purchasing items, buyers can submit feedback. SecondSol will not review this feedback. Feedback by members may thus be inappropriate or misleading. Members are obliged to solely provide factual and true feedback as well as to observe applicable statutory provisions. Feedback that contradicts the objective of the feedback system can lead to the full or partial deletion of the feedback, to the blocking of the member and/or to other appropriate measures.
10.2 The members agree that feedback by other members about transactions conducted are made accessible to the general public for an as reliable as possible conclusion for buyers and sellers. In this case, members are free to post true statements about other members in relation to their behaviour during the conclusion of transactions on the SecondSol marketplace. SecondSol does not adopt the feedback as its own and is not obliged to review the feedback and is not responsible for the content.
10.3 Members who post untrue, abusive, anticompetitive, punishable or other illegal contents about third parties, especially about other members, can be excluded with immediate effect as per Item 5 of these Terms.
11. Changes to these Provisions and Price List
11.1 SecondSol is entitled to change the General Terms and Conditions of Business, change the specification of services and other conditions. Changes shall only be made for good reasons, in particular due to new, unforeseeable technical developments, changes in legislation or other comparable reasons. If essential provisions of the contractual relationship or the contractual balance between the parties is significantly disturbed by the change, the change shall remain undone. The changed Terms and Conditions of Business will be sent to the member to the e-mail address provided. If they are not objected to within a period of 6 weeks of receipt of the changed Terms and Conditions of Business, the changed Terms and Conditions of Business shall be deemed accepted. The portal pledges to point out the meaning of the 6-week period in the e-mail.
11.2 SecondSol is entitled to adapt the respective price list to the changing market conditions, in the event of significant changes to costs, changes in VAT or acquisition costs, once a quarter at the most.
12. Exertion of Rights by Third Parties, Accepting the Contract
12.1 SecondSol and its subsidiaries are entitled to avail themselves of third parties for the purpose of fulfilling and exerting the rights the respective party to the contract is entitled to as per this contract.
12.2 SecondSol is entitled to fully or partially transfer its rights and obligations from this contractual relationship to third parties by observing a notification period of four weeks.
13. Rights of Recourse
The member shall hold SecondSol harmless of all claims that other members or other third parties assert against SecondSol for reason of a violation of their rights by the offers and contents posted by the member on the SecondSol marketplace or due to their otherwise use of the SecondSol website (including the feedback given by them). The member shall hereby assume the costs of any necessary legal defence for SecondSol including all court costs and legal fees to the amount stipulated by law. This shall not apply if the violation is not the member’s fault. In the event of a claim by a third party, the member is obliged to provide SecondSol with all information required for the review of the claims and for their defence without delay, truthfully and fully.
14. Limitation of Liability / Liability for Defects
14.1 SecondSol is fully liable
- For wilful intent or gross negligence,
- For damage to life, physical condition or health,
- In line with the provisions of Product Liability Law
- For fraudulent concealment of defects, as well as
- In the scope of a guarantee assumed by SecondSol.
14.2 In the event of a minor violation of an obligation that is essential for the achievement of the purpose of the contract (cardinal obligations), SecondSol’s liability is limited in amount to the damage that is reasonably foreseeable and typical for the type of transaction in question upon conclusion of the contract. This limitation to liability shall also apply to the scope of damage. In the afore-mentioned cases, liability is limited to a financial loss of 2,500.00 EUR.
14.3 SecondSol is not liable beyond this.
14.4 The above limitation of liability shall also apply to personal liability of legal representatives, executive employees or other vicarious agents SecondSol has.
14.5 Liability for the replacement of indirect damages, in particular for lost profits, shall only exist for wilful intent or gross negligence by legal representatives, executive employees or other vicarious agents SecondSol has.
14.6 SecondSol endeavours to keep the Internet marketplace in operation at all times, but does not assume any liability for damages and errors that a member is caused in the event of temporary unavailability of the website or in the event of other technical problems.
15. Court of Jurisdiction / Written Form / Applicable Law
15.1 All declarations communicated in the scope of the license agreement to be concluded with SecondSol must be in writing or by e-mail via info@SecondSol.de.
15.2 Should individual provisions of these General Terms and Conditions of Business be void as a whole or in part, the validity of the other provisions shall not be affected thereby. Invalid provisions will be replaced by the respectively applicable laws. To the extent statutory regulations are not available or would lead to an unacceptable outcome, they will be replaced by a provision agreed by the parties.
15.3 A member’s postal address and e-mail address are those stated in the member’s member account as current contact data.
15.4 The domicile of SecondSol, i.e. Meiningen, shall be deemed the place of fulfilment and court of jurisdiction for all disputes arising from this license agreement and General Terms and Conditions of Business for business dealings with merchants as defined by the Federal Commercial Code. If the domicile or main residence of the commercial member who is not a merchant as defined by the Federal Commercial Code is not known at the time of filing proceedings or if the commercial customer has moved his domicile of main residence outside the territory of the law, the domicile of SecondSol shall be deemed court of jurisdiction.