General Terms and Conditions of Sale of Avoltavi SARL,
headquartered in Bulle,, Suisse
Art. 1 General Provisions
1.1 The general conditions (hereinafter referred to as GC) apply to all business relationships established between Avoltavi SARL, based at Avenue de la Gare 10, 1630 Bulle - Switzerland, and any natural or legal person (hereinafter referred to as "the client" or "contracting party") with whom a contractual relationship is established.
1.2 The GC apply to the planning and design work, delivery, and installation of photovoltaic power plants and all other heating and domestic hot water solutions based on renewable energies, which fall within the scope of activities of Avoltavi SARL, headquartered at Avenue de la Gare 10, 1630 Bulle - Switzerland.
1.3 The services provided by Avoltavi SARL are governed by the following terms and conditions, as well as the service descriptions.
Art. 2 Conclusion of the Contract
2.1 The contract concluded between the client and Avoltavi SARL consists of an order form (hereinafter referred to as "the contract") signed by the client and Avoltavi SARL.
2.2 The client's signature on the order form signifies full acceptance of these GC, subject to the approval of the technical inspection.
2.3 Upon signing the contract and subject to the approval of the technical inspection, Avoltavi SARL commits to performing the services outlined in the contract, namely the delivery, installation, and commissioning of the contract's subject matter. The client agrees to pay the agreed price (according to the payment terms specified in the contract) and to accept the completed work once it has been installed.
2.4 After the project's feasibility is confirmed by the technical inspection, the client has a period of fourteen days to revoke the contract in writing. This revocation period begins upon validation of the project's feasibility by the technical inspection, which occurs after the contract is signed by the client. Once this period has elapsed, the offers and contract proposals from Avoltavi SARL become binding. The proposal is accepted subject to the availability of the ordered goods.
Art. 3 Subcontractors, Partners, Service Providers, and Suppliers
3.1 The subcontractor, partner, or service provider is the entity to whom the contractor entrusts the execution of part of their work. The supplier is the entity that delivers to the contractor the materials necessary for the execution of their contract.
3.2 Avoltavi SARL reserves the right to enter into contracts with subcontractors, partners, or service providers in the field of renovation or construction. In this context, Avoltavi SARL concludes a work mandate and verifies the insurance of subcontractors, partners, or service providers. In case of dispute, the contract binds the client and the subcontractors, partners, or service providers.
Art. 4 Client's Obligations
4.1 The client agrees to pay the price of the work according to the terms established with Avoltavi SARL. They also commit to providing the necessary information promptly to ensure the correct execution of the contract. Other obligations of the contracting party may be specified in the contract.
Art. 5 Materials Used
5.1 The nature and specifications of the materials used for the subject of the contract are specified within the contract itself.
5.2 In the event of stock unavailability of the materials mentioned in the contract, Avoltavi SARL reserves the right to replace the proposed materials with ones of equivalent or superior quality, providing the same guarantees.
5.3 Remote Monitoring Platform: As part of the implementation of a "monitoring" system, the client accepts supervision rights by Avoltavi SARL and grants access to the web network. By agreeing to the use of the remote monitoring platform for the installations proposed by Avoltavi SARL, the contracting party consents to Avoltavi SARL accessing and using the technical data from the monitored installations, including consumption, production, the operational status of the elements, and the transmission of alarms from the installations. The contracting party authorizes Avoltavi SARL to retain and process the technical data for the purpose of offering optimizations to platform users, suggesting a valuation of avoided CO2 emissions, or improving calculation models.
Art. 6 Delivery
6.1 The delivery of the materials takes place against payment upon invoice at the time of order (deposit), according to the terms jointly established by the client and Avoltavi SARL (amount of the deposit, delivery times, etc.). Once the goods are delivered, the contracting party is no longer entitled to invoke the exception of non-performance under Article 82 of the Swiss Code of Obligations (CO). Unless otherwise agreed between the parties in writing, any withholding or deduction by the contracting party from the final invoice price is excluded.
6.2 The delivery times are a maximum of 12 weeks, subject to availability. Specific arrangements may also be established with the client.
6.3 Requests for compensation from the client due to delays or non-delivery are excluded unless it is proven that Avoltavi SARL acted recklessly or deliberately.
6.4 During the installation of scaffolding necessary for the completion of the work, the client agrees to grant Avoltavi SARL the right to place an advertising support, such as a banner or canvas, bearing its name..
Art. 7 The Price
7.1 The price of the work is defined in the contract signed by the client and Avoltavi SARL. Everything included in the price is stated in the contract. All prices are in CHF, including VAT.
7.2 All fees and costs not expressly stipulated in the offer or the order are not included in the price, including: a) Administrative and cadastral taxes; b) Fees for plan approval and ESTI control (installation over 30 kWp) and for the certification of the installation by an independent organization (installation over 30 kWp); c) Fees related to the establishment and issuance of the building permit; d) Ethernet cabling costs up to the inverter in case of using a monitoring system; e) Inspection and acceptance fees (installation over 30 kWp); f) Sheet metal and sealing work not explicitly mentioned in the offer; g) Internet connection for monitoring (subscription fees and SIM card); h) Costs related to modifications requested by the network manager (e.g., changing the introduction cable, strengthening the line and introduction, installing a meter); i) Additional work costs required by fire or insurance standards (lightning rod, fireproof room, etc.); j) Costs related to the installation of specific meters imposed by the electricity provider.
The price may vary for the following reasons:
- Additional costs related to necessary changes, order modifications, or delays in the construction schedule that are not attributable to Avoltavi SARL or subcontractors participating in the project execution;
- Additional costs due to necessary remediation measures or unforeseen measures related to the existing building.
- Additional costs related to administrative fees or necessary technical modifications to the electrical supply lines between the building and the power plant.
- Additional costs related to taxes, fees, or charges not known at the time of contract initiation, or which have increased following the initiation of the contract.
- Inflation costs regarding services for which a special inflation clause has been provided.
- Additional costs related to price increases, changes in deadlines, or cancellations in an order caused by reasons not attributable to Avoltavi SARL, such as order cancellation by the supplier.
7.3 Payment of the price is made according to the payment schedule specified in the contract. AVOLTAVI undertakes to issue the final invoice for its services to the client within 30 days upon receipt and acceptance of the work.
7.4 The full payment is due as soon as the work has been completed.
7.5 Any amount not paid by the due date will incur late payment penalties. Any dispute or the presence of reservations to be addressed in the work completion report cannot justify the refusal to make full payment for the completed service.
7.6 In the event of changes to the project or the agreed deadlines, the payment schedule must be accepted by mutual agreement.
Art. 8 Modifications
8.1 The price indicated in the contract includes everything necessary for the execution of the specified work.
8.2 The client may request modifications to the terms stated in the contract at any time. These modifications must be requested in writing and as early as possible to Avoltavi SARL. Avoltavi SARL will then present a new firm offer with the requested modifications, and the work schedule will be updated. The costs incurred due to the adjustment of the construction schedule, the expenses already financed by Avoltavi SARL, as well as any potential compensation, will be estimated and communicated to the client when the modified offer is submitted. Acceptance of the modified offer will then result in an adjustment of the price and schedule, if necessary. If the client decides not to proceed with the modification, Avoltavi SARL is entitled to compensation for the work related to the preparation of the modified offer. The same applies to all particularly complex studies and projects associated with modification requests.
8.3 Avoltavi SARL may make minor modifications to the project design, provided that these modifications do not compromise the quality of the work and do not result in additional costs or other disadvantages to the client. In the case of technical constraints or obligations, Avoltavi SARL may change the originally planned location of equipment or elements to be installed (e.g., photovoltaic module, heat pump, thermodynamic boiler, pipe, technical junction, etc.).
8.4 Other modifications proposed by the company will only be executed if the client approves the offer within a specified timeframe. Acceptance of this modification may result in a price adjustment. However, cost reductions do not result in any price reduction.
Art. 9 Revenue from energy production
Projections of revenue from energy sales during the planning of a solar power plant are provided by Avoltavi SARL to the co-contractor for indicative purposes based on simulations. Avoltavi SARL cannot be held responsible for the consequences of any differences between actual revenues and simulated revenues. The purchase of energy rejected onto the grid by the electricity supplier concerns only the electricity supplier and the co-contractor, excluding Avoltavi SARL. Feed-in tariffs and energy remuneration are not guaranteed by Avoltavi SARL.
Art. 10 Retention of Ownership
10.1 Ownership of the equipment necessary for the project's completion is transferred to the client only upon full payment of the project's price. Until then, the equipment remains the property of Avoltavi SARL.
10.2 In the event of late payment by the client, Avoltavi SARL is authorized to demand the return of the delivered goods..
Art. 11 Acceptance and Reception
11.1 The acceptance of the work and approval of all works are considered final when the performance test of the installation has been successfully conducted, and both parties have signed the work completion report.
11.2 The work completion report may be accepted with or without reservations. In any case, the signature constitutes final acceptance. If there are reservations, the contractor undertakes to address them at their own expense within the timeframe specified in the said report.
11.3 After the delivery of the installation, the client must inspect the condition as soon as possible and report any defects or modifications according to the rules of Article 370 of the Code of Obligations.
Art. 12 Warranty Coverage
12.1 Upon acceptance of the work, the general warranty expires within a period of two years from the receipt of the work. During these first two years, the client benefits from the warranty of perfect completion for any installation (parts, labor, and travel) provided by Avoltavi SARL. Any potential extension of the warranty is stated in the contract.
12.2 Manufacturer warranties vary depending on the nature of the installation and the materials used and are specified in the contract. Manufacturer warranties mentioned in the contract exclusively bind the client and the manufacturers and other suppliers, excluding Avoltavi SARL. However, at the client's request, AVOLTAVI can assist in coordinating warranties with the manufacturers.
12.3 Any warranty is excluded in the event of breakage of solar panels, heat pumps, or damage to installations caused by weather conditions or natural disasters—particularly those caused by hail, snow, windstorms with gusts exceeding 100 km/h, atmospheric surges such as lightning, fire, etc. Any warranty is also excluded in the event of damage caused by the client themselves or a third party; the same applies to damages covered by the building's insurance. Normal wear and tear of materials (including seals) and installations as well as minor defects or damages that have minimal impact on the use or performance of the installation are not covered by Avoltavi SARL.
12.4 Any other liability for direct or indirect damage is entirely excluded.
12.5 The energy buyback rate by energy distributors, the amount of federal, cantonal, communal, or other subsidies, as well as tax deductions, are not guaranteed by Avoltavi SARL. A modification of any of the aforementioned amounts shall not be attributable to Avoltavi SARL.
Art. 13 Deadlines
13.1 Deadlines (delivery, installation) are provided strictly for indicative purposes. They do not constitute a firm commitment on the part of Avoltavi SARL. However, Avoltavi SARL makes every effort to meet the deadlines communicated to its clients.
13.2 In the event of a delay attributable to fault or negligence on the part of the client, Avoltavi SARL reserves the right to claim compensation for any additional costs incurred due to the delay. The client shall not be entitled to any compensation in case of delay.
Art. 14 Waterproofing and Roof Load
14.1 In the context of photovoltaic installations integrated into the roof or mounted on top, Avoltavi SARL is in no way responsible for potential waterproofing problems that may arise over time on the installed roofs. The inspection of waterproofing and any necessary remediation before the installation of photovoltaic systems are the responsibility of the owner.
14.2 In the context of photovoltaic installations integrated into the roof or mounted on top, it is the responsibility of the owner to ensure, with their architect or civil engineer, that their roof can support the additional load associated with all elements of the photovoltaic system.
Art. 15 Liability
Avoltavi SARL is only liable for damages caused to the co-contractor to the extent that they result directly from the non-performance of contractual obligations and only if they have been caused intentionally or by gross negligence. Mandatory standards of product liability law are reserved. Any other liability for direct or indirect damage is entirely excluded by Avoltavi SARL within the limits of the law.
Art. 16 Company Names
16.1 The installation of a pediment bearing the company's name as well as publications in the press are allowed unless otherwise agreed between the parties.
Article 17 Partial Nullity
17.1 In the event of cancellation or partial nullity of one or more provisions of these general conditions, the contract is deemed to be the one that corresponds to common practice. The other provisions of the general conditions remain valid.
Article 18 Applicable Law, Forum, Jurisdiction
18.1 Swiss law and the French language exclusively apply to any legal relationship arising from this contract and/or the general conditions.
18.2 Only the law applies to this contract. For any dispute arising from the contract that could not be resolved amicably or submitted by mutual agreement to arbitration, jurisdiction is subject to the canton of Fribourg. Mandatory legal jurisdictions are reserved.
Avoltavi SARL CG, FR version 2