Terms & Conditions
General Terms of Sale and Delivery
1.1 The following General Terms of Sale and Delivery are valid for the sale and delivery of charging infrastructure and related equipment (hereinafter: “e-mobility equipment”) of Volkswagen Group Charging GmbH, Mollstrasse 1, 10178 Berlin, Germany, registered under HRB 208967 B in the commercial register of the Charlottenburg District Court (hereinafter: “Elli”) to a distributor (hereinafter: “Distributor”), regardless of whether Elli manufactures the hardware itself or procures it from suppliers.
1.2 These General Terms of Sale and Delivery shall apply exclusively. Deviating, contrary, or supplementary terms and conditions of the Dealer shall not form part of the contract unless and to the extent that Elli has expressly consented to their validity. This requirement of consent shall apply in any event, even if, for example, Elli effects delivery to the Dealer without reservation with knowledge of the Dealer’s terms and conditions.
2 Object of the Contract
2.1 Under this contract Elli delivers e-mobility equipment, which the Dealer can order in the Elli partner shop (hereinafter: “Partner Shop”).
2.2 The Dealer can view available e-mobility equipment, including relevant accompanying product specifications, at any time in the Partner Shop.
2.3 E-mobility equipment shall be supplied by Elli to the Dealer in the type and quantity based on the individual orders pursuant to Section 3.2.
3 Conclusion of Contract
3.1 Offers from Elli within the scope of service and product descriptions are non-binding. The order placed by the Dealer for e-mobility equipment constitutes a binding contract offer and shall be made on the basis of the individual order of the Dealer.
3.2 The Distributor orders e-mobility equipment in the Partner Shop. Before the order process can commence, the Distributor will need to accept the Elli master agreement after having created and activated a personal account (customer account) with Elli. Sales partners outside the Volkswagen dealer and service partner network will have to undergo an onboarding process beforehand. After the account has been activated, the customer can log in to their customer account and add any information required for the ordering, shipping, and payment process. The Distributor can select e-mobility equipment offered by Elli and add it to their shopping cart. After this has been done, the Distributor can place a binding order. Elli will send an e-mail confirming that the order has been received without delay after it was submitted.
3.3 Elli shall subsequently confirm the Dealer’s order in writing by e-mail (order confirmation). This e-mail also contains the Terms & Conditions.
3.4 The Terms & Conditions in their current version can be viewed, stored, and printed at https://partner.elli.eco/. Earlier versions of these Terms & Conditions are not available at https://partner.elli.eco/. The contracts concluded with the Dealer under previous versions of the Terms & Conditions are not stored for access by the Dealer.
3.5 Contracts under these Terms & Conditions may be concluded in the official language in the Dealer’s country.
3.6 Before an order is submitted, all products selected by the Dealer, along with all key components of the contract, in particular their total price (including taxes and duties) and, where applicable, the method used to calculate the total price, will be shown again for review. The Dealer can rectify any errors they made while entering the order details before placing a binding order.
4 Term of Delivery
4.1 Elli shall specify the delivery date in the order confirmation when accepting the order. In some cases it may take up to twelve (12) week for delivery after the Dealer has placed the order.
4.2 If Elli is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of performance), Elli will inform the Dealer of this without delay while at the same notifying the Dealer of the expected new delivery date.
4.3 If the e-mobility equipment is still not available within the new delivery period, Elli shall be entitled to withdraw from the contract in whole or in part; Elli shall immediately refund any payment already rendered by the Dealer. A case of non-availability of performance is deemed in particular to be late delivery by a supplier if Elli has concluded a matching hedging transaction, neither Elli nor the supplier is responsible or at fault, or Elli is not obligated to purchase in the individual case.
4.4 The Dealer shall not be entitled to any claims for non-delivery or delayed delivery if delivery is not possible or is delayed due to circumstances for which Elli is not responsible, such as business disruptions, natural disasters, force majeure, official orders, war, insurrection, transport disruptions, shipwreck, strikes, lockouts, confiscation, seizure, fire, supply bottlenecks, pandemics, epidemics, outbreak of disease, etc. The aforementioned events shall result in the delivery dates and deadlines set forth in Sections 4.1 and 4.2 being extended by the duration of the impairment of performance caused by said events. The Dealer may withdraw from the contract if corresponding disruptions result in a delay in performance of more than four (4) months. Other rights of withdrawal remain unaffected.
5 Delivery, Place of Performance, Transfer of Risk
5.1 Elli shall deliver the e-mobility equipment to the location specified by the Dealer in the order confirmation; this shall determine the place of performance for delivery and supplementary performance (hereinafter: “place of performance”). The Dealer shall be notified of the delivery date pursuant to Section 4.1.
5.2 Subject to Section 7, all costs and risks shall be transferred to the Dealer upon delivery of the e-mobility equipment at the location specified by the Dealer.
6 Prices and Terms of Delivery
6.1 Prices are net prices plus the cost of packaging, customs, freight, and transport plus statutory VAT, if applicable.
6.2 Elli is entitled to choose a suitable shipping route, a suitable shipping method, and a suitable type of packaging. Any adjustments necessary to shipping costs owing to a subsequent change in the type of packaging, the shipping route, and the shipping method requested by the Dealer shall be borne by the Dealer.
6.3 The Dealer is responsible for unloading any e-mobility equipment that is not shipped via a parcel service. Elli will advise the Dealer on how to properly unload the e-mobility equipment.
7 Retention of Title and Transfer of Ownership
7.1 Elli retains title to the e-mobility equipment sold until full payment of all current and future accounts receivable arising from the purchase agreement and an ongoing business relationship (secured claims).
7.2 The e-mobility equipment subject to retention of title may neither be pledged to third parties nor assigned as collateral until full payment of the secured claims has been rendered. The Dealer shall notify Elli without delay in writing if an application is filed for the opening of insolvency proceedings or if the e-mobility equipment is seized by third parties (e.g., attachment).
7.3 If the e-mobility equipment is attached to, brought onto, or placed in a spatial relationship with land, buildings, or movable property, this shall only be done for temporary purposes (Sections 95 and 97 of the German Civil Code [Bürgerliches Gesetzbuch, BGB]). Until such time as title of the e-mobility equipment has been transferred to the Dealer, the Dealer shall undertake to inform the owner of the property of this, unless the Dealer is the owner of the property. The Dealer shall release Elli from any claims asserted against Elli by the owner of the land, building, or movable property with regard to the e-mobility equipment.
7.4 Until the title passes to the Dealer, the Dealer shall store the e-mobility equipment separately from other goods in its possession so that the e-mobility equipment remains readily identifiable as the property of Elli.
7.5 The Distributor is entitled to sell the e-mobility equipment in the ordinary course of business at any time. They assign their claims from the resale to Elli on this day. Elli accepts the assignment. The Distributor is entitled and obligated to collect on claims assigned to Elli. The rights of the Dealer indicated above may be revoked to the extent that and for as long as the Distributor fails to properly fulfill its contractual obligations despite a reminder being sent.
7.6 Elli is obliged to release the collateral to which it is entitled at the request of the Dealer if their value exceeds the claims to be secured by more than twenty (20) percent.
8 Due Date, Default, Offsetting
8.1 The purchase price shall be due and payable within twenty-eight (28) days from the date of invoice. The Dealer’s obligation to pay the invoiced amount is not fulfilled until the payment is received by Elli.
8.2 The Dealer shall pay all amounts due in full no later than by the end of the payment period set forth above. Interest payable on arrears shall be charged at the statutory rate applicable during the period of default. Elli reserves the right to claim further damage caused by delayed payment. Ellis’ claims against merchants for interest on arrears (Section 353 of the German Commercial Code (Handelsgesetzbuch, HGB) remain unaffected.
8.3 The Dealer may only offset an outstanding counterclaim if it has been legally established or it is undisputed.
8.4 The purchase price is payable in euros.
9 Returns Policy
9.1 In individual cases Elli will, under certain conditions, take back e-mobility equipment already delivered to the Dealer as a sign of goodwill. The Dealer may, for example, return items to Elli if it ordered too many if the items purchased through the Partner Shop are in their original packaging, undamaged, unopened and in a resalable condition, and the delivered contents are full and complete. If Ellis takes back e-mobility equipment, this is always done on a voluntary basis. Ellis is under no obligation to take back e-mobility equipment.
9.2 Returns must be made within fourteen (14) days upon delivery to the Dealer. When the returns form is received by Elli from the Dealer is decisive in determining whether the deadline for returns has been met. The form must be submitted electronically, for example via the contact channels to customer service for business clients provided on the sales platform. The Dealer undertakes to begin return shipment immediately upon receiving the return shipment labels from Elli.
9.3 Delivery and logistics costs arising from the return of e-mobility equipment will be invoiced separately to the Dealer in the form of a handling fee pursuant to the list below.
Per unit flat rate handling fee (charger)
Germany: 29.00 EUR
Sweden: 365.00 SEK
Poland: 150.00 PLN
All other countries: 39.00 EUR
All prices are subject to the value-added tax applicable in the relevant country.
9.4 The original purchase price paid, less the handling fee, will be refunded and credited to the Dealer’s account. Shipping costs for the ordered units will not be refunded if the Dealer ships the returned goods itself and does not use the return shipment label provided by Elli.
10 Obligations of the Dealer
10.1 For the Dealer to submit claims for defects, it must fulfill its statutory obligations to inspect the goods and give notice of defects (Sections 377 and 381 HGB).
10.2 The Dealer shall handle the e-mobility equipment with the due care of a prudent merchant.
10.3 The properties and condition of the e-mobility equipment shall be deemed accepted if a claim is not received from the Dealer within fourteen (14) days of delivery. Claims for hidden defects that cannot be detected within the aforementioned period can only be asserted against Elli if the claim is received within the limitation period for the goods.
10.4 Sections 10.1 and 10.3 shall not apply if and to the extent that a guarantee of quality or a warranty has been given or the defect has been fraudulently concealed.
11 Claims for Detects Asserted by the Dealer
11.1 Elli warrants that the e-mobility equipment is free from defects in quality and title and complies with the legal requirements.
11.2 If the e-mobility equipment is defective, Elli is entitled, at its own discretion, to make two attempts at repair or replace the goods. Ellis’ right to refuse subsequent performance under the conditions laid down by law remains unaffected.
11.3 The Dealer shall only be entitled to demand a reduction in the agreed purchase price (abatement) or cancellation of the contract (withdrawal), at its own discretion, after the second attempt at repair is unsuccessful or a replacement item cannot be delivered/manufactured. The Dealer reserves the right to claim damages.
11.4 Elli shall bear or reimburse any expenses necessary for inspection and subsequent performance, in particular transport, travel, labor, material, and, where applicable, assembly and disassembly costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, Elli may seek reimbursement of the costs incurred as a result of the unjustified request to rectify the defect (in particular inspection and transport costs) from the Dealer, unless the Dealer was unable to determine that the goods were free of defect.
12 Limitation Period
12.1 Claims for defects in the manufacture and delivery of new e-mobility equipment shall lapse twenty-four (24) months after delivery. If the Dealer resells the e-mobility equipment supplied by Elli in the ordinary course of business, its rights of recourse under Section 478 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) shall remain unaffected, contrary to the periods set forth in clause 1.
12.2 The aforementioned limitation periods set forth in the UN Convention on the International Sale of Goods also apply to contractual and non-contractual claims for damages asserted by the Dealer based on a defect in the e-mobility equipment, unless the application of the standard statutory limitation period (Sections 195, 199 of the German Civil Code [Bürgerliches Gesetzbuch, BGB]) would result in a shorter limitation period in some cases. However, claims for damages asserted by the Dealer and pursuant to the Product Liability Act shall only lapse in accordance with the statutory limitation periods.
13 Price Changes and Amendments to the General Terms of Sale and Delivery
Elli is entitled to adjust the prices and/or the terms of the contract at any time with future effect. Elli will notify the Dealer in writing of any change to prices and/or to the terms and conditions of the contract with a notice period of four weeks prior to the change taking effect. This right to make changes shall not apply to purchase contracts that have already been concluded.
14 Software Updates
14.1 Elli undertakes to ensure that software updates for the e-mobility equipment required for it to continue to meet the contract requirements are provided directly to the Distributor and, generally, the user, and that they are notified accordingly. For its part, the Distributor undertakes to ensure, if necessary, that it can provide the software update to its respective (end) customers without delay and notify them. The required software updates also include security updates. In addition, Elli also provides optional software updates to extend the functionality of the e-mobility equipment.
14.2 While the software updates are being installed, the e-mobility equipment cannot be used for charging. The amount of time required to install an update will vary based on the size of the update.
15 Choice of Law, Place of Jurisdiction, Final Provisions
15.1 These General Terms of Sale and Delivery and the contractual relationship between Elli and the Dealer shall be governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
15.2 The exclusive – as well as the international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Elli’s place of business in Berlin. However, Elli shall also be entitled in all cases to file a suit at the place of performance for the delivery obligation pursuant to these General Terms of Sale and Delivery and/or an overriding individual agreement or at the general place of jurisdiction of the Distributor. Overriding statutory provisions, in particular provisions on exclusive jurisdiction, remain unaffected.
15.3 Should one of the provisions of these Terms be or become invalid or if a gap or omission in the contract is revealed, this shall not affect the validity of the remaining Terms. The parties undertake to replace an invalid Term with a valid Term that comes as close as possible to the commercial intent and purpose of the invalid Term. This shall also apply to any gaps or omissions.
16 Legal Succession
Each party shall be entitled by way of singular succession to transfer the rights and obligations under the contract to a legal successor at any time with the consent of the other respective party. Consent may not be withheld unless there are concerns regarding the technical or economic performance of the successor. The other party shall be notified in writing without undue delay in the event of any transfer of rights or obligations. In cases of universal succession, in particular under corporate restructuring law, the statutory provisions shall apply. These provisions also apply to repeat successions.
Version of June 2023