GENERAL TERMS AND CONDITIONS
of CONSULECTRA GmbH

1. Scope

1.1
These General Terms and Conditions ("GTC”) of CONSULECTRA GmbH ("CONSULECTRA”) shall apply to all business transactions between CONSULECTRA and companies within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law ("Customer”), i.e. in particular to contracts for services and work, for planning and project planning according to the German Fee Scale for Architects and Engineers (HOAI) as well as other related services which CONSULECTRA provides for the Customer ("Services”). These GTC shall apply even if they are not mentioned in subsequent contracts.

1.2
Conflicting, additional or deviating terms and conditions of the Customer shall not become part of the contract, unless CONSULECTRA has expressly agreed to their applicability in writing. These GTC shall also apply if CONSULECTRA accepts or executes an order of the Customer without reservation while being aware of the Customer's conflicting or deviating terms and conditions.

1.3
Any individual agreements made on a case-by-case basis shall always take precedence over these GTC.

1.4
Rights to which CONSULECTRA may be entitled according to the statutory provisions beyond these GTC shall remain unaffected.

2. Conclusion of contract

2.1
A contract between CONSULECTRA and the Customer shall be deemed concluded if the Customer accepts CONSULECTRA's quotation in writing within the commitment period specified in the quotation or CONSULECTRA commences execution of the Services offered following a verbal declaration of acceptance by the Customer.

2.2
Any acceptance belatedly declared of the quotation or any declaration of acceptance containing changes to CONSULECTRA's quotation shall constitute a new application by the Customer for the conclusion of a contract, which in turn shall require the express acceptance of CONSULECTRA.

2.3
A contract between CONSULECTRA and the Customer shall also be deemed concluded if both parties sign a separate contract document.

3. Subject matter of the contract

3.1
The Services contractually agreed in the individual case shall result from the contract concluded between CONSULECTRA and the Customer. Without exception, CONSULECTRA shall not give any guarantee commitment.

3.2
Basically, CONSULECTRA shall be free to choose the place of performance and to arrange working hours, unless the parties have agreed otherwise or other arrangements result from the nature of the Services.

3.3
Unless expressly agreed otherwise, performance deadlines shall be calculated from the date on which the Customer’s declaration of acceptance is received. The agreed performance periods and dates shall be approximate, unless expressly agreed otherwise.

3.4
Compliance with the performance deadlines and dates shall be subject to the timely and proper fulfilment of the Customer's obligations. This shall include, in particular, the provision of documents to be procured by the Customer, such as approvals or releases, and the receipt of the advance payment (if agreed). Otherwise, agreed performance deadlines and dates shall be postponed accordingly, taking into account the workload of CONSULECTRA. If the Customer is in default with the obligations to cooperate as owed by it, CONSULECTRA shall be entitled to claim damages for all losses incurred as a result of the delay. If additional expenses are incurred by CONSULECTRA resulting from an activity beyond the compulsory scope in order to make up for a time delay not attributable to CONSULECTRA, CONSULECTRA shall be entitled to reimbursement of all reasonable expenses incurred in this respect; this shall apply irrespective of any agreement on a fixed or maximum price. Competence in Energy General Terms and Conditions page 2 CONSULECTRA GmbH Version dated: March 2022

4. Obligations of the Customer

4.1
The obligations of the Customer specifically arise from the contract concluded between CONSULECTRA and the Customer. In particular, the Customer shall be obliged to provide CON-SULECTRA in good time with the information and documents specified therein. The Customer shall be obliged to perform all necessary acts of cooperation and make all own provisions free of charge and provide CONSULECTRA with any information free of charge in order to enable CON-SULECTRA to perform the Services in compliance with the contract, unless CONSULECTRA is expressly obliged under the contract to procure them.

4.2
The Customer shall name a fixed contact person for CONSULECTRA. The Customer shall be obliged to bring about decisions required by CONSULECTRA for providing the agreed Services.

4.3
The Customer shall be obliged to keep the installation or the objects on which CONSULECTRA may have to perform the Services ("Goods”) available in a condition ready and suitable for the per-formance of the contract. The Customer shall be obliged to provide CONSULECTRA with all correct information required by CONSULECTRA for preparing the quotation and fulfilling the contract, in particular dimensions, weights, attachment, fastening and centre of gravity points as well as special properties of the Goods. The Customer shall be obliged to inform CONSULECTRA of all material factors affecting the performance of the contract.

4.4
The Customer shall obtain in good time, at its own risk and expense, all necessary permits for driv-ing on thirdparty property and non-public roads and places as required by CONSULECTRA for providing the Services.

4.5
If the ground and other conditions of the place at which CONSULECTRA is required to provide the Services, i.e. in particular the place of dismantling and erection of an installation ("Deployment Site”) as well as the access roads to the Deployment Site - with the exception of public roads and places - do not allow the proper and safe performance of the order, the Customer shall inform CONSULECTRA of such circumstances in writing.

4.6
The Customer shall inform CONSULECTRA prior to the conclusion of the contract of any particular risks associated with the performance of the Services and shall fulfil all obligations to cooperate in a timely and complete manner so that CONSULECTRA can start, perform and complete its Ser-vices without delays, interruptions, impairments or hindrances of any kind.

5. Involvement of third parties

5.1
CONSULECTRA shall be entitled to use subcontractors.

5.2
CONSULECTRA shall not provide any general contractor services, unless expressly agreed otherwise in writing. Even if the Customer commissions other consultants, contractors, suppliers and other third parties in connection with the contractual project, CONSULECTRA shall not assume any responsibility for them; this shall also apply if coordination with such third parties is required or owed. CONSULECTRA shall only be held liable for its own Services to the extent agreed.

6. Acceptance

6.1
If and to the extent the contract between CONSULECTRA and the Customer does not provide otherwise, the acceptance of work performed shall take place within twelve working days after completion of the work, with a record being made in the presence of a representative of the Customer and a representative of CONSULECTRA. If, despite notification of completion of the work, acceptance is not carried out through no fault of CONSULECTRA, acceptance shall be deemed to have taken place after twelve working days after receipt of the notification of completion. CONSULECTRA's right to demand partial acceptance in compliance with the statutory provisions shall remain unaffected. In any case, acceptance shall be deemed to have taken place upon full settle-ment of payment. This provision shall apply accordingly to orders in phases.

6.2
If an independent expert is involved at the request of the Customer, the Customer shall bear the resulting excess costs.

6.3
Insofar as work is performed at the Customer's premises or at the premises of the Customer's contractual partners, the Customer shall bear the risk of accidental loss and accidental deterioration of the work. Section 644 of the German Civil Code (BGB) shall not apply in this respect. General Terms and Conditions page 3 CONSULECTRA GmbH Version dated: March 2022

7. Prices

7.1
Unless a fixed price or another basis of assessment has been expressly agreed, remuneration shall be based on time spent.

7.2
The prices stated shall be net prices and shall not include applicable statutory value-added tax, if any.

7.3
Travel costs, in particular travel time, accommodation and transport costs, shall - if and to the extent not expressly agreed otherwise - be invoiced on a time and material basis against the provision of proof.

7.4
Fees and costs arising from permits, official requirements or similar shall be borne by the Customer, unless agreed otherwise.

8. Terms of payment

8.1
Receivables shall be due for payment within fourteen days after receipt of the relevant invoice, if and to the extent nothing to the contrary has been agreed in the specific contract.

8.2
Counterclaims of the Customer shall only entitle the Customer to set-off and to assert a right of retention if they have been legally established or are undisputed. The Customer may only assert a right of retention if its counterclaim is based on the same contractual relationship.

8.3
When submitting quotations, CONSULECTRA assumes the creditworthiness of the Customer and reserves the right in individual cases to make the conclusion of the contract with the Customer de-pendent on the provision of a bank guarantee or similar security in the amount of the anticipated payment claims.

8.4
CONSULECTRA shall be entitled to demand advance payment or a security deposit in the full amount of the remuneration claim and in the meantime to refuse its own performance if the economic circumstances of the Customer deteriorate significantly after the conclusion of the contract and the claim to consideration of CONSULECTRA is endangered as a result, in particular if seizures or other compulsory enforcement measures are taken against the Customer. Section 321 para. 2 of the German Civil Code (BGB) shall apply accordingly.

9. Defect rights, limitation period

9.1
The rights of the Customer in the event of non-contractual performance of Services shall be governed by the statutory provisions, unless provided otherwise below.

9.2
CONSULECTRA shall be entitled to choose whether, in case of a work performed, supplementary performance is to be provided by eliminating the defect (rectification) or by delivering or re-manufacturing a defect-free item (replacement delivery). The right to refuse supplementary performance under the statutory conditions shall remain unaffected.

9.3
Supplementary performance shall take place exclusively as fulfilment of the warranty obligations for the original Services. Irrespective of the Customer's defect rights with regard to the original performance, the warranty period shall not be restarted.

9.4
As a rule, supplementary performance shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or the other circumstances in particular indicate otherwise.

9.5
Claims by the Customer due to defects shall become statute-barred within twelve months from the statutory commencement of the limitation period, unless it is deemed to be a case of Section 634a No. 2 of the German Civil Code (BGB) or Section 438 Para. 1 No. 1 or 2 of the German Civil Code (BGB) or a case under clauses 10.1 or 10.3 of these GTC. The above limitation provision shall al-so apply to the Customer's non-contractual claims for damages based on a material defect or de-fect of title, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code (BGB)) would lead to a shorter limitation period in a particular case.

10. Liability The liability of the parties shall be governed by the following provisions:

10.1
CONSULECTRA shall be held liable without limitation for willful intent and gross negligence.

10.2
CONSULECTRA shall also be liable for the slightly negligent breach of material contractual obligations (cardinal obligations). Material contractual obligations are obligetions whose fulfilment is essential for the proper General Terms and Conditions page 4 CONSULECTRA GmbH Version dated: March 2022 performance of the contract and on whose compliance the contracting party regularly relies or may rely. In this case CONSULECTRA's liability for damages shall be limited to the foreseeable damage typical for the contract.

10.3
However, in case of fraudulent intent, in cases of injury to life, body or health and in the event of statutory mandatory liability provisions, for example under the German Product Liability Act, CON-SULECTRA shall be liable according to the statutory provisions.

10.4
Otherwise, any liability of CONSULECTRA shall be excluded.

10.5
The above liability provisions shall also apply to noncontractual claims against CONSULECTRA, its bodies, legal representatives, employees and staff.

10.6
The Customer's liability shall be governed by the statutory provisions, unless these GTC contain deviating provisions.

10.7
The Customer shall indemnify CONSULECTRA against any third-party claims which third parties assert against CONSULECTRA but which are based on a culpable breach of Customer's obliga-tions; the Customer shall be obliged to reimburse CONSULECTRA for reasonable costs arising from a defence against such claims.

11. Insurance
The Customer shall maintain a business liability insurance in an appropriate scope and appropriate amount and shall provide CONSULECTRA with appropriate evidence thereof upon CONSULEC-TRA's request.

12. Reservation of performance, force majeure

12.1
If the performance of a party's obligations is delayed due to events for which the party concerned is not responsible, for example due to force majeure, or if it is disruptted, impaired or hindered in doing so by such an event, the party concerned shall be released from the performance of these contractual obligations for the period of the delay; the agreed performance time shall be postponed by the duration of this event. The party concerned shall notify the other party in writing of the occurrence of the event in question without delay after having become aware of it.

12.2
Force majeure shall be deemed to have occurred in particular in the event of acts of war or terrorism, riots, civil commotion, embargoes or other governmental measures, epidemics, pandemics, strikes, fire, earthquakes, floods, hurricanes, typhoons or other extreme weather conditions which do not reasonably permit the execution of the pending Services, as well as other circumstances outside the control of a party.

12.3
Without prejudice to other rights of termination or withdrawal, both parties shall be entitled to terminate the contract in such a case if the duration of the impediment to performance exceeds a period of three months. In this case, remuneration of CONSULECTRA shall be measured by the value of the Services provided by then.

13. Confidentiality; data protection

13.1
"Confidential Information” for the purposes of these GTC shall mean any information and knowledge which, during the term of the relevant contract, one party ("Disclosing Party”) has made or will make available to the other party ("Receiving Party”) in oral, written or tangible form. This shall include, in particular, any information which is marked as confidential or which is to be regarded as confidential in view of the circumstances, and which the Disclosing Party makes available to the Receiving Party.

13.2.
a) The parties undertake to use the Confidential Information received exclusively for the pur-pose of implementing the respective contract concerned, to treat it as strictly confidential, not to disclose it to third parties or make it available to third parties, to protect it from access by third par-ties and to disclose it only to employees or other vicarious agents who are obliged to observe con-fidentiality according to this clause 13.2, unless expressly agreed otherwise in writing between the parties.
b) The parties undertake to impose the same obligetions on their employees and other vicarious agents who need to know the Confidential Information for performing the relevant contract as they have entered into above in this confidentiality obligation, unless such employees and other vicarious agents are not already bound to confidentiality to the same extent by their employment or other contracts.
c) The Confidential Information made available shall be treated as confidential by the Receiving Party in the same manner as it treats its own Confidential Information, however in no event with less care than objectively necessary. General Terms and Conditions page 5 CONSULECTRA GmbH Version dated: March 2022

13.3
This confidentiality obligation shall exclude any information which
a) was already generally known at the time of its disclosure or which becomes generally known to the public without violation of this confidentiality obligation, or
b) was demonstrably known to the Receiving Party at the time of entering into the business relationship or is thereafter legitimately disclosed by any third party, or
c) the Receiving Party independently develops or has had developed independently, irrespective of the knowledge of the Confidential Information, or
d) is subject to a duty of disclosure by virtue of a statutory duty, official or judicial order. In such case, the party obliged to disclose shall make best efforts to protect the interests of the other party and - to the extent possible - inform the other party about the disclosure without delay before and in any case upon disclosure of Confidential Information.

13.4
Without the express prior written consent of the other party, the parties shall treat the fact of the conclusion of the relevant contract as well as their business relationship as confidential and, in particular, may not refer to business connections with the other party in any publications (e.g. in advertising materials and reference lists, etc.).

13.5
Confidential Information of the Disclosing Party shall remain the property of such Disclosing Party and shall, without undue delay upon termination of the contract, be returned to such Disclosing Party, destroyed if instructed to do so by the Disclosing Party or, in case of electronically stored Confidential Information, deleted without undue delay - to the extent technically possible - without copies as well as other records having been or being made thereof and copies as well as other records being retained.

13.6
Notwithstanding the obligations under clause 13.5, CONSULECTRA shall be entitled to retain copies of contract-related documents for the purpose of proving the correctness of its Services as well as for accredittation and documentation purposes or to the extent there is a statutory or official obligation to retain such documents.

13.7
If a party becomes aware that Confidential Information of the other party has been disclosed to an unauthorised third party or a document containing Confidential Information has been lost, this party shall immediately inform the other party thereof.

13.8
This confidentiality obligation shall survive any termination of the relevant contract or any termination of the business relationship.

13.9
The parties undertake to comply with any applicable data protection provisions and rules. In particular, the parties undertake to conclude all agreements that may be necessary to this end - notably according to the provisions of the GDPR. To the extent data is processed on behalf of a controller, this shall apply in particular to the conclusion of an agreement on order processing according to Art. 28 of the GDPR.

14. Copyright and rights of use; publication

14.1
The rights to all work results, including contractual documents, e.g. training documents, performance results, such as test reports, expert opinions, test results, calculations, representations, etc. ("Work Results”), in particular all rights of use and exploitation under copyright law, and other intellectual property rights shall remain with CONSULECTRA to the extent permitted by law.

14.2
In particular, CONSULECTRA shall retain ownership of the above Work Results, unless the par-ties expressly agree otherwise in writing. This shall include, in particular, all performance results as well as cost estimates, drawings and other documents, illustrations, drawings, specifications, samples, etc.

14.3
CONSULECTRA shall grant the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the Work Results according to the agreed purpose of the contract. Otherwise, the right to edit, change, publish, distribute and use the Work Results provided by CONSULECTRA outside the agreed purpose of this contract by the Customer shall be excluded; such right shall require the express prior written consent of CONSULECTRA.

14.4
According to the above provisions, the prior express consent of CONSULECTRA shall be required, in particular, for
a) the disclosure of the Work Results by the Customer in full or in part, General Terms and Conditions page 6 CONSULECTRA GmbH Version dated: March 2022
b) the publication or reproduction of the Work Results for advertising purposes. CONSULEC-TRA may revoke its consent granted under this clause 14.4 b) at any time with effect for the future without indicating reasons. The Customer shall be obliged to immediately discontinue the publication, dissemination and other use of the Work Results for advertising purposes at its own expense and, to the extent possible, to withdraw them.

15. Written Form

15.1
Any amendment or supplement to a contract shall be made in writing. The cancellation of this requirement for the written form shall also be made in writing.

15.2
The Customer shall be obliged to submit legally relevant declarations and notifications (e.g. setting of deadlines, reminders, termination, withdrawal) in writing if and to the extent not expressly agreed otherwise in these GTC or in the individual contract.

15.3
The written form requirement shall be deemed satisfied also if declarations are sent by email or fax or declarations are exchanged via a tender portal.

16. Applicable law, place of jurisdiction

16.1
These GTC and the entire legal relationship between the Customer and CONSULECTRA shall be governed by the laws of the Federal Republic of Germany to the exclusion of the conflict of law rules of private international law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

16.2
If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Düsseldorf, Germany, shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from or in connection with this contractual relationship. This place of jurisdiction shall also apply if the Customer does not have a general place of jurisdiction in Germany. CONSULECTRA shall be also entitled to commence legal proceedings against the Customer at the Customer's general place of jurisdiction or at any other permissible place of jurisdiction.

17. Severability clause
If a provision in these GTC or a provision within the framework of other agreements between the Customer and CONSULECTRA violates statutory provisions in whole or in part or is or becomes invalid or unenforceable for other reasons, this shall not affect the validity of the remaining provisions or agreements. The parties shall be obliged to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose pursued by the contracting parties through the invalid provision. The same shall apply in the event of a contractual loophole.