General Terms and Conditions (GTC)

STRAUER – Solarreinigung
an offering of
Ströder GmbH & Co. KG
Talstraße 1, 56316 Raubach, Germany

for Solar System Cleaning and Green Area Maintenance

§ 1 Scope of Application, Definitions

1. These General Terms and Conditions (GTC) apply to all contracts for the cleaning of solar systems (in particular photovoltaic and solar thermal systems on roofs, façades and open areas) as well as for green area maintenance services concluded between

   Ströder GmbH & Co. KG, Talstraße 1, 56316 Raubach, Germany, trading under the brand “STRAUER – Solarreinigung”
   (hereinafter referred to as the “Contractor”)

   and its customers (hereinafter referred to as the “Client”).

2. The Client is
   – a consumer within the meaning of section 13 of the German Civil Code (BGB) if the contract is concluded predominantly for purposes that are not related to the Client’s trade, business or profession; or
   – an entrepreneur within the meaning of section 14 BGB if the contract is concluded in the exercise of its trade, business or profession, as well as a legal entity under public law or a special fund under public law.

   Where individual provisions apply only to entrepreneurs, this is expressly indicated.

3. Any terms and conditions of the Client that conflict with or deviate from these GTC shall not become part of the contract, unless their validity has been expressly agreed to in writing. This also applies if the Contractor, being aware of such conditions, performs services without reservation.

4. Amendments and additions to the contract and to these GTC must at least be made in text form (e.g. by e‑mail), unless a stricter form is required by law.

5. The personal data required for contract processing are processed in compliance with the applicable data protection regulations. Further details can be found in the Contractor’s privacy policy.

§ 2 Offers, Conclusion of Contract, Documents

1. Offers made by the Contractor are non‑binding and subject to change unless expressly designated in writing as binding.

2. A contract is concluded by
   – a written or text form order confirmation issued by the Contractor, or
   – the commencement of performance of the agreed services by the Contractor.

3. Information in brochures, calculations, drawings, area or performance data are approximate only, unless expressly designated as binding.

4. The Contractor retains title and copyright to all offer documents, drawings, sketches, technical calculations and other documents. They may not be made available to third parties or used for other purposes without the Contractor’s express consent. Upon request, they shall be returned to the Contractor without delay.

§ 3 Scope of Services

1. The Contractor’s services particularly include:
   – cleaning of solar modules / photovoltaic and solar thermal systems on roofs, façades, open areas and other system types, including standard wet cleaning of module surfaces without interference with electrical components;
   – general green area maintenance (e.g. mowing/mulching, trimming, green space care) in the scope agreed in each case,

   in accordance with the specific service description set out in the offer or order confirmation.

2. Unless expressly agreed in writing, the following are not included:
   – any electrical work, VDE testing or repair of electrical or electronic components,
   – structural or static assessments of substructures or buildings,
   – structural repair works (e.g. roof or fence repairs, masonry or concrete works),
   – extensive clearance or tree‑felling works, tree risk assessments,
   – planning services (e.g. yield studies, yield guarantees, landscape planning).

3. The Contractor is entitled to perform all or part of the contractual services through carefully selected subcontractors. The Contractor remains the contracting party and is liable for its vicarious agents in accordance with statutory provisions.

§ 4 Duties of Cooperation of the Client

4.1 General Duties of Cooperation

1. The Client shall provide all conditions necessary for an orderly, safe and undisturbed performance of the services. In particular, this includes:
   – timely and complete provision of all information required for planning and execution (e.g. site plans, access rules, specific hazard locations),
   – timely procurement and provision of any required permits (e.g. access or road closure permits, special uses, work in public spaces),
   – ensuring unrestricted access to the areas and systems to be serviced during the agreed working times.

2. Before work starts, the Client shall inform the Contractor in writing about:
   – the previous cleaning history (in particular whether and how the solar system has already been cleaned),
   – any special cleaning or maintenance instructions issued by the manufacturer of the modules/substructure,
   – any known pre‑existing damage or irregularities (e.g. broken glass, hot spots, loose supporting structures, damaged cables/connectors, sagging lines, damaged roof areas).

4.2 Access to the System, Water and Power Supply

1. On the day of operation, the Client shall ensure free and unobstructed access to the entire system to be cleaned and to all areas, routes and access roads necessary for the work.

2. The Client shall provide a functional, fixed water and power connection free of charge at a maximum distance of 50 m from the system or the agreed working location. Line cross‑sections and fuses must allow continuous withdrawal of the quantities required for the cleaning process.

3. The use of mobile water or power supplies (e.g. water tanks, generators, mobile filtration systems) provided or rented by the Contractor is not included in the agreed remuneration and will be charged separately on a time and material basis.

4. The Client must provide mains (tap) water of drinking water quality. The use of well water, cistern water or any other untreated water is entirely at the Client’s risk. The Client shall be fully liable for any damage caused thereby to the Contractor’s cleaning and water treatment equipment (including any subcontractor’s equipment) and shall bear all associated repair, replacement and downtime costs.

4.3 Roof Access and Access Systems at Height (where provided by the Client)

1. Where the services to be performed require access to elevated system parts, roofs or façades, the agreed remuneration is based on the assumption that the Client will, on the day of operation and at its own cost, provide all necessary safe access routes and access systems at height (in particular work platforms, scaffolding, ladders, walkways or similar) in due time.

2. Access systems provided by the Client must comply with the applicable statutory occupational health and safety, work safety and accident prevention regulations (in particular DGUV regulations) and must be in proper, safe working condition. The Contractor is entitled to refuse use of any obviously unsuitable or unsafe access systems.

3. If the Contractor is unable to perform its services in whole or in part, or can only perform them in a limited way, because no access compliant with statutory requirements and/or no suitable access system at height is available, this shall be deemed an obstruction of performance attributable to the Client. In such case, the Contractor is entitled
   – to charge the Client for the additional expenditure incurred (e.g. waiting times, additional travel, re‑booking or cancellation costs for personnel and equipment, hotel costs); and
   – to invoice the agreed remuneration on a pro‑rata basis for services already performed.

4.4 Green Area Maintenance

1. The Client shall ensure that the areas to be maintained are in a condition that permits safe and economical work. In particular, non‑visible foreign objects (e.g. metal parts, large stones, concrete debris, barbed wire, old materials) must be removed or clearly marked. If such foreign objects are not removed or adequately marked, the Client shall be liable for any resulting damage to the Contractor’s machinery and equipment.

2. Where technical minimum requirements are necessary for the work on the areas (e.g. minimum driving widths and heights, slope gradients, soil conditions), the specifications stated in the respective offer or order confirmation shall apply. Where these are not met, additional manual work may become necessary and will be remunerated separately on a time and material basis or according to the agreed hourly rates.

3. Unless otherwise agreed, any green waste generated is to be disposed of by the Client. If disposal is taken over by the Contractor, it will be charged separately according to the actual weight/volume.

4.5 Roof Structure, Load‑Bearing Capacity, Walkability and Safety

1. Where work is carried out on roofs or other elevated surfaces, the Client alone is responsible for ensuring that the relevant roof or supporting structure is statically suitable, sufficiently load‑bearing and walkable for the intended work. The Contractor is not obliged to perform any structural or static verification.

2. Prior to the commencement of work, the Client shall, at its own expense, verify or have verified whether the roof/supporting structure can safely bear the loads arising from personnel and any equipment used and shall implement any required measures (e.g. structural calculations, reinforcements, walkways, safety systems).

3. If the Client fails to expressly inform the Contractor that a roof or surface is not or only partially walkable, this shall be deemed a declaration by the Client that the relevant surface can be safely walked on and loaded for the execution of the work. In such case, the Contractor is entitled to assume sufficient load‑bearing capacity and walkability.

4. The Client shall ensure that roof areas are free from hidden hazards (e.g. loose roofing elements, hidden openings, decayed substructures). If such hazards are not notified in good time or not remedied, the Client shall be liable for all resulting damage to persons, property and equipment of the Contractor, unless such damage is caused by intent or gross negligence on the part of the Contractor.

5. The Contractor shall not be liable for damage to the roof structure, roofing or roof substructure which is solely due to the fact that the surface was walked on or loaded contrary to its actual load‑bearing capacity and walkability, provided the Contractor has performed its work properly and in accordance with generally accepted technical standards and there is no intent or gross negligence.

6. If the Contractor considers the walkability or load‑bearing capacity of a surface to be doubtful, it is entitled to refuse use of such surface and to restrict or discontinue the work. This shall be deemed an obstruction attributable to the Client within the meaning of § 8 of these GTC.

§ 5 Prices, Terms of Payment

1. The prices stated in the offer or order confirmation shall apply. Unless expressly stated otherwise, all prices are net prices plus the applicable statutory VAT.

2. Unless expressly included, the following are not part of the agreed price:
   – travel to and from the site,
   – special equipment (e.g. work platforms, additional cleaning robots, special machinery),
   – accommodation and subsistence costs for staff in case of longer‑distance assignments,
   – additional cleaning or maintenance work in case of above‑average soiling,
   – disposal and landfill fees for green waste or other waste.

   These items will be invoiced separately based on actual expenditure or on the agreed lump sums.

3. Unless otherwise agreed, the remuneration is due for payment in full and without deduction upon acceptance of the work or upon receipt of the invoice. Cash discounts are only granted if expressly agreed in writing.

4. For larger projects, the Contractor is entitled to request reasonable advance payments and progress payments in line with the performance progress.

5. If the Client is in default of payment, the Contractor is entitled to charge default interest at the statutory rate and to withhold further services until all due claims are settled in full. The right to claim further damages due to default remains reserved.

6. The Client may only offset its own claims against claims of the Contractor if the Client’s claims are undisputed or have been finally determined by a court of law. The Client may exercise a right of retention only if it is based on the same contractual relationship.

§ 6 Cancellation by the Client

1. Any cancellation of the order by the Client must at least be made in text form (e.g. by e‑mail).

2. In the event of cancellation, the Contractor is entitled to charge a flat cancellation fee unless the Client proves that the Contractor suffered a lower loss:

• up to 4 weeks before the agreed start date: 20% of the net contract value

• 3 to 2 weeks before the start date: 30%

• 2 to 1 week before the start date: 40%

• less than 1 week before the start date: 50%.

1. Proven costs already incurred (planning, scheduling, travel, machine rental, hotel bookings, etc.) may be charged additionally by the Contractor insofar as they exceed the above flat fees.

§ 7 Execution Deadlines, Force Majeure

1. Dates and deadlines are only binding if expressly designated as such. Otherwise they are non‑binding target dates.

2. Binding deadlines do not commence until all technical and organisational questions have been clarified in full, all cooperation duties of the Client have been fulfilled and any agreed advance payments have been received.

3. Delays due to force majeure or other unforeseeable circumstances for which the Contractor is not responsible (in particular extreme weather conditions, natural disasters, official orders, strikes, failure of suppliers, illness) extend the execution period by the duration of the disruption plus a reasonable restart period. Claims for damages by the Client due to such delays are excluded.

4. If the disruption lasts longer than 4 months, both parties may terminate the contract with regard to the part not yet fulfilled or withdraw from this part. Services already rendered shall be remunerated proportionately.

§ 8 Remuneration in Case of Non‑Performance for Reasons Attributable to the Client

1. If the Contractor is unable to perform the contractual services in whole or in part, or can only commence them with significant delay, because the Client has failed to fulfil its duties of cooperation (in particular if there is no water or power supply, no or unsafe access to the system, no or unsuitable access systems at height, missing permits, blocked access routes), this shall be regarded as a performance disruption attributable to the Client.

2. In such cases, the Contractor is entitled to charge the following downtime / waiting time compensation for the duration of the obstruction:
   – EUR 200.00 net per commenced hour and per cleaning crew deployed,
   – if the obstruction exceeds 4 hours on a calendar day: a daily flat rate of 8 hours per cleaning crew, i.e. EUR 1,600.00 net per crew and day.

   A “cleaning crew” consists of the personnel deployed plus the associated machinery and vehicles.

3. In addition, the Client shall bear all further proven additional costs incurred by the Contractor, in particular:
   – travel costs to and from the site for vehicles and machinery,
   – costs for re‑booking or cancellation of hotel stays for staff,
   – costs for booked but unusable work platforms, scaffolding or other equipment,
   – additional accommodation and subsistence costs for staff resulting from the delay.

4. The Contractor is entitled to discontinue its work and terminate the contract for good cause if, even after a reasonable grace period has been set, the required conditions are not created. In this case, the Contractor retains its claim to remuneration for services already rendered and to compensation for the additional and downtime costs incurred in accordance with paragraphs 2 and 3 above.

§ 9 Acceptance, Warranty

1. The Contractor’s work is subject to acceptance by the Client. Acceptance shall be carried out without delay after completion. At the Contractor’s request, an acceptance record shall be drawn up.

2. If the Client uses the services or the result of the work without raising any substantial complaints, the work shall be deemed accepted.

3. If the Client does not fulfil its duty of acceptance despite notification of completion by the Contractor, the work shall be deemed accepted no later than 5 working days after receipt of the completion notice, unless substantial defects are notified.

4. For contracts with entrepreneurs the following applies:
   – Obvious defects must be notified without undue delay and no later than 7 calendar days after acceptance in writing;
   – Hidden defects must be notified without undue delay after discovery and no later than 3 calendar days, in writing.

   If the defect is not notified in due time, any warranty claims shall be excluded.

5. If the Client is a consumer, the statutory periods and duties of notification of defects shall apply.

6. In the case of defects, the Contractor is initially entitled to subsequent performance, at its discretion either by remedying the defect or by re‑performance. If subsequent performance fails or is refused, the Client may demand a price reduction (reduction) or – in the case of more than merely insignificant defects – withdraw from the contract.

7. The warranty period for contracts with entrepreneurs is 1 year from acceptance. For consumers, the statutory limitation periods apply. The reduction of the limitation period does not apply to claims for damages based on intent, gross negligence or injury to life, body or health, or in cases of mandatory statutory liability.

8. In particular, the following are excluded from warranty:
   – natural wear and tear and normal signs of use,
   – influences of weather, soiling, vegetation growth or animal impact (e.g. bird droppings),
   – improper use, improper prior works by other contractors,
   – disregard of manufacturer’s instructions or operating manuals,
   – unauthorised interventions or modifications by the Client or third parties without the Contractor’s consent.

9. If a notified defect proves to be unfounded, the Client shall reimburse the Contractor for the inspection and travel expenses incurred at the standard hourly rates.

§ 10 Special Liability Rules for Solar System Cleaning

1. The Contractor does not assume any guarantee for a specific economic success of the cleaning, in particular not for a specific increase in energy yield or for a guaranteed improvement in yield.

2. The Contractor is not liable for loss of yield arising from the fact that the plant is completely or partially shut down or its output is reduced during cleaning or maintenance works.

3. The Contractor is not liable for damage to modules, substructures, roof areas, façade elements or cabling components insofar as such damage is due to:
   – faulty or improper design, installation or mounting of the system,
   – pre‑existing defects or damage (e.g. microcracks, broken glass, delamination, corrosion, loose fasteners),
   – age‑related material fatigue or non‑standard components.

4. The Contractor uses cleaning methods that, according to the current state of the art, are considered gentle on materials. However, a completely risk‑free cleaning of surfaces (particularly in the case of ESG safety glass, coated glass or already pre‑damaged surfaces) cannot be technically guaranteed. Unless damage is caused by intent or gross negligence, the Contractor’s liability is excluded for unavoidable, minor surface changes (e.g. fine cleaning marks, microscopic scratches).

5. The Client is obliged to provide the Contractor in writing, prior to the start of work, with all manufacturer specifications known to the Client regarding cleaning and maintenance of modules, supporting structures and other components. If the Client fails to do so, the Client shall indemnify the Contractor against any resultant third‑party claims to the extent that the Contractor is not predominantly at fault.

§ 11 General Liability

1. The Contractor shall be liable without limitation for damage to life, body or health caused by an intentional or negligent breach of duty by the Contractor, its legal representatives or vicarious agents.

2. For other damage, the Contractor shall only be liable in cases of intent and gross negligence. In the event of simple negligence, the Contractor shall only be liable if an essential contractual obligation (cardinal obligation) has been breached. In this case, liability is limited to the foreseeable damage typical for the type of contract.

3. Liability for indirect damage, consequential harm caused by a defect, loss of profit and other purely financial losses is excluded to the extent permitted by law.

4. Mandatory liability under the German Product Liability Act and in the event of an express guarantee remains unaffected.

5. Where liability of the Contractor is excluded or limited, this shall also apply to the personal liability of its employees, staff, representatives and vicarious agents.

§ 12 Retention of Title for Deliveries of Goods

1. Where the Contractor delivers goods (e.g. spare parts, components) in connection with the provision of services, such goods shall remain the property of the Contractor until all claims arising from the respective contract have been paid in full.

2. In all other respects, the statutory provisions on retention of title apply. Any further, individually agreed provisions remain unaffected.

§ 13 Place of Performance, Place of Jurisdiction, Governing Law

1. The place of performance and payment is the registered office of the Contractor, unless expressly agreed otherwise.

2. If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the competent court at the Contractor’s registered office. The Contractor is also entitled to bring an action against the Client at the Client’s general place of jurisdiction.

3. These GTC and all contractual relationships between the parties are governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 14 Severability Clause

1. Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected.

2. In place of the invalid or unenforceable provision, a valid provision shall be deemed agreed which comes as close as legally possible to the economic purpose of the invalid provision. The same applies in the event of gaps in these GTC.