GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT OF AEOLOS GreenPower GmbH

§ 1 GENERAL PROVISIONS
These General Terms and Conditions of Sale, Performance, Delivery and Payment of AEOLOS GreenPower GmbH (“GTC”) shall apply exclusively to all quotations, orders, contracts, deliveries and services. For the purposes of these GTC, the term “delivery” shall include all forms of sale, delivery and performance. We do not recognise any deviating or supplementary terms and conditions of the Customer unless we have expressly agreed to their applicability in writing. These GTC shall also apply exclusively where we perform the delivery without reservation despite being aware of conflicting, deviating or supplementary terms and conditions of the Customer. These GTC shall also apply, without the need for express agreement, to all future transactions with the Customer.
These GTC shall apply only to companies, legal entities governed by public law and special funds governed by public law.

§ 2 QUOTATIONS, DOCUMENTS AND CONCLUSION OF CONTRACT
Our quotations are always non-binding unless expressly stated otherwise in the respective quotation.
A supply contract shall not come into existence until we have issued our written order confirmation. Transmission by electronic means shall satisfy the written-form requirement. Where no order confirmation has been issued, our performance of the delivery or the delivery note shall be deemed to constitute the order confirmation. Oral agreements require our written confirmation.
Where an order is to be regarded as an offer within the meaning of Section 145 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), we may accept such offer within four weeks. The nature and scope of the performance shall be determined by our written order confirmation. Dimensions, weights, illustrations, descriptions and other information contained in our cost estimates and other documents are provided for information purposes only and shall become binding contractual content only where we have expressly agreed thereto in writing. Statements concerning quality and durability shall constitute guarantees only where expressly designated as such. The same shall apply to the assumption of a procurement risk.
We retain title and copyright in all cost estimates, drawings, plans and other documents and information, whether tangible or intangible and including electronic form; these may be made accessible to third parties only with our prior written consent. The Customer shall bear full responsibility for all information for which it is responsible and for all documents to be provided or made available by it, such as drawings, models, gauges, samples or similar items.

§ 3 DELIVERIES AND DELIVERY TIMES
Delivery periods and delivery dates shall be binding only where expressly agreed in writing. Unless otherwise agreed, the delivery period shall be determined by the information contained in our order confirmation. The delivery period shall commence no earlier than upon dispatch of our order confirmation, but in no event before all matters necessary for performance of the order have been clarified, all advance obligations to be performed by the Customer have been fulfilled, and any advance payment to be made by the Customer has been received. Where delivery is made against advance payment, the stated delivery period shall commence only upon receipt of payment in full. Any subsequent changes requested by the Customer shall suspend the delivery period. Agreement on the requested change and the revised costs shall cause the delivery period to recommence.
In the case of delivery “ex works”, the delivery period shall be deemed complied with where the goods have been segregated and are ready for dispatch within the agreed period and the Customer has been notified accordingly. In the case of a sale involving shipment, the delivery period shall be deemed complied with where the goods have been handed over to the carrier within the agreed period or were ready to be handed over but could not be handed over for reasons for which we are not responsible. Where the Customer is in default of acceptance or otherwise breaches its duties to cooperate, we shall be entitled to give priority to orders from third parties and to extend the delivery period appropriately. Without prejudice to any further claims, we shall be entitled to claim compensation for any loss or damage incurred as a result.
Where dispatch, delivery or collection of the goods is delayed at the Customer’s request, or where the Customer is in default of acceptance, fails to perform an act of cooperation or our delivery is delayed for other reasons attributable to the Customer, we shall be entitled to claim compensation for the resulting loss and additional expenses, including storage costs. Further claims shall remain unaffected. Partial deliveries shall be permissible provided that they do not adversely affect the intended use or are not unreasonable for the Customer. We furthermore reserve the right to make deliveries of up to 10% more or less than the agreed quantity.
Where we are unable to comply with binding delivery periods for reasons beyond our control (“unavailability of performance”), we shall inform the Customer without undue delay and at the same time notify the Customer of the expected new delivery period. In any event, information shall be deemed to have been provided without undue delay where we notify the Customer within three working days after becoming aware of the relevant circumstances. Where performance remains unavailable two months after the originally agreed performance date, we shall be entitled to withdraw from the contract in whole or in part. Under the same circumstances, the Customer shall likewise be entitled to withdraw from the contract in respect of the part not yet performed. Claims for damages shall be excluded in such case. Unavailability of performance within the meaning of this provision shall include, in particular, failure by our suppliers to supply us in due time where we demonstrate that, despite careful selection of our suppliers and despite having validly concluded the necessary contracts, a supplier failed to deliver to us in due time and neither we nor our supplier are at fault.
The delivery period shall be extended appropriately in the event of measures arising from industrial disputes, such as strikes and lockouts, or in the event of unforeseen obstacles for which we are not responsible, including force majeure, official measures and operational disruptions. We shall not be responsible for such circumstances even where they arise during an existing period of delay. We shall notify the Customer promptly of the commencement and termination of such circumstances. Where unforeseen events within the meaning of § 3 (8) materially alter the commercial significance or content of the delivery or materially affect our operations, the contract shall be adjusted appropriately in accordance with the principle of good faith. Where this is not economically reasonable for us, we shall be entitled to withdraw from the contract. In such case, we shall notify the Customer without undue delay after becoming aware of the significance of the event, including where an extension of the delivery period had initially been agreed with the Customer.

§ 4 DELAY IN DELIVERY
Whether we are in delay with delivery shall be determined in accordance with the statutory provisions; in all cases, however, a reminder by the Customer shall be required. We shall be liable to compensate the Customer for loss or damage caused by delay. This shall not include loss of profit or losses arising from business interruption. In cases of slight negligence, damages shall be limited to additional freight costs, retrofitting costs and, following expiry of an unsuccessful additional period for performance or where the Customer has lost its interest in the delivery, the additional costs of cover purchases. In determining the amount of damages, our economic circumstances, the nature, scope and duration of the business relationship and the value of the delayed services and deliveries shall, in accordance with the principle of good faith, be taken appropriately into account in our favour. The Customer’s rights pursuant to § 11 and our statutory rights, in particular where the obligation to perform is excluded, for example due to impossibility or unreasonableness of performance and/or remedial performance, shall remain unaffected.

§ 5 PRICES
All prices are stated in euros and deliveries shall be made at the prices notified by us unless otherwise agreed in writing. Prices are ex works or ex the agreed place of dispatch and exclude packaging, customs duties, insurance, installation and instruction costs, shipping costs and value added tax.
Where costs change after conclusion of the contract, in particular as a result of changes in the cost of materials, wages, salaries or energy, we reserve the right to take into account the costs incurred at the time of delivery when determining the price where delivery takes place more than four months after the date of our order confirmation. At the Customer’s request, we shall provide evidence of such changes in costs.

§ 6 PAYMENT TERMS
Unless otherwise stated, our invoices shall be payable within 30 days of the invoice date without deduction. Timely receipt of funds in our account shall in all cases be decisive.
In the event of late payment, statutory default interest shall be charged. The right to prove and claim further loss or damage caused by delay shall remain reserved. Where the Customer fails to comply with agreed payment terms or circumstances arise which, applying customary banking standards, give rise to doubts as to the Customer’s solvency, we shall, following unsuccessful expiry of a reasonable additional period, be entitled to perform outstanding obligations only against advance payment or to make such performance conditional upon provision of security. We shall furthermore be entitled to declare all claims due and payable.
The Customer shall be entitled to exercise rights of set-off and retention only in respect of claims which are undisputed or have been finally determined by a court. The Customer may exercise a right of retention only where its counterclaim arises from the same legal relationship.
We may set off any claims to which we are entitled against the Customer against any claims held by the Customer against us. We may furthermore set off any claims to which we are entitled against companies affiliated with the Customer within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz – AktG).

§ 7 PACKAGING AND DISPATCH
Packaging shall be carried out at our discretion, taking into account customary commercial practice. Where no method of dispatch has been agreed in the case of a sale involving shipment, we shall determine the method of dispatch having due regard to the interests of both parties.
Disposable packaging shall be charged at reasonable cost and shall not be taken back. Reusable packaging, including mesh boxes and Euro pool pallets, shall remain our property and shall be returned to us without undue delay, carriage paid.
Any discrepancies arising from dispatch, for example with regard to quantity, destination, packaging, load carriers or shipping documents, must be notified to us without undue delay following receipt of the goods.

§ 8 SCOPE OF DELIVERY, TRANSPORT AND TRANSFER OF RISK
Unless otherwise agreed, delivery shall in each case be “ex works”. The risk of deterioration or loss shall pass to the Customer upon notification that the goods are ready for dispatch and upon segregation of the goods. This shall also apply where we have undertaken additional services such as loading, transport or unloading.
Where performance is delayed due to circumstances for which the Customer is responsible, we shall be entitled, at our discretion, to store the goods at the Customer’s cost and risk and to invoice them as delivered.
Where acceptance of the goods is required, such acceptance shall determine the transfer of risk. Acceptance must be carried out without undue delay on the agreed acceptance date or, alternatively, following our notification that the goods are ready for acceptance. The Customer may not refuse acceptance on account of an immaterial defect.
Where a sale involving shipment has been agreed, the risk of deterioration or loss shall pass to the Customer no later than upon dispatch of the goods or their handover to the carrier at the place of dispatch. Where dispatch is delayed due to conduct attributable to the Customer, risk shall pass to the Customer upon notification that the goods are ready for dispatch. § 8 (1) sentence 4 shall apply accordingly.
The risk of accidental loss or accidental deterioration of the goods shall also pass to the Customer at the time when the Customer enters into default of acceptance or payment.

§ 9 RETENTION OF TITLE
The goods delivered shall remain our property until all claims arising from the business relationship have been satisfied in full. This shall also apply where an acknowledgement of account balance has been issued.
The Customer shall be entitled to resell the goods supplied in the ordinary course of business provided that it is not in default with payments due to us. The Customer hereby assigns to us, however, all claims against its customers or third parties arising from such resale up to the amount of the respective final invoice amount, including value added tax, irrespective of whether the goods are resold before or after processing.
The Customer shall remain entitled to collect such claims until revoked. Our authority to collect the claims ourselves shall remain unaffected. We undertake, however, not to collect such claims as long as the Customer duly fulfils its payment obligations towards us from the proceeds received and no application has been filed for the opening of insolvency proceedings against the Customer’s assets and the Customer has not suspended payments. Otherwise, we may require the Customer to disclose to us the assigned claims and the respective debtors, provide all information necessary for collection, hand over the relevant documents and notify its debtors of the assignment without undue delay.
Where, pursuant to the foregoing provisions, we held co-ownership in the goods subject to retention of title which have been sold, the Customer shall assign to us its claim against the purchaser in proportion to our co-ownership share. We hereby accept such assignments.
The Customer shall not be entitled to make any other disposition over the goods subject to retention of title or over the claims taking their place. In the event of attachment or seizure of the goods subject to retention of title or of the claims replacing them, the Customer shall draw attention to our rights and inform us without undue delay so that we may protect our rights against third parties. The Customer shall hold the property subject to retention of title for us free of charge within the meaning of the foregoing provisions.
At the Customer’s request, we shall release the goods to the extent that our security interest has ceased to exist. The security interest shall cease to exist to the extent that the realisable value of the goods exceeds, on more than a temporary basis, 110% of the secured claims.
We shall be entitled to assign claims for payment against the Customer.
Where, after conclusion of the contract, it becomes apparent that our claim for payment in respect of the goods is endangered by insufficient financial capacity of the Customer, we shall be entitled to withdraw from the contract and demand the immediate return of the goods subject to retention of title.

§ 10 CLAIMS FOR DEFECTS
10.1 Defects in Quality
The Customer’s warranty claims shall be conditional upon proper compliance with its statutory obligations to inspect and give notice of defects. This shall also apply where the Customer resells the goods.
In the event of obvious defects or incomplete delivery, complaints must be notified to us in writing without undue delay and no later than one week after arrival of the goods at the place of destination, stating precisely the defect or shortage and the invoice number. At our request, the goods shall be returned to us.
Claims by the Customer arising from defects or incomplete performance shall be excluded where the Customer fails properly to comply with these obligations. Hidden defects must be notified without undue delay after discovery. Where an agreed acceptance procedure has been carried out, notification of defects which could have been identified during acceptance shall be excluded.
We shall assume liability for a particular intended use or specific suitability only where this has been expressly agreed in writing. In all other respects, the risk as to suitability and use shall be borne exclusively by the Customer.
The Customer shall be obliged to ensure compliance with the technical framework conditions specified in the documentation and/or supplementary documents. Any use deviating therefrom is prohibited. The Customer shall also impose these and any other specified restrictions on use upon its customers.
At our discretion, all parts which prove defective as a result of circumstances existing prior to the transfer of risk shall be repaired or replaced free from defects without charge (repair or subsequent/replacement delivery; hereinafter collectively referred to as “Remedial Performance”).
The Customer may withhold payments only where a notice of defect has been raised and its justification is undisputed. Where a notice of defect is unjustified, we shall be entitled to reimbursement by the Customer of the expenses thereby incurred. In the event of notices of defects, payments may be withheld only to an extent reasonably proportionate to the defects concerned.
Following consultation with us, the Customer shall grant us the time and opportunity necessary to carry out all work which we consider necessary for Remedial Performance; otherwise, we shall be released from liability for the resulting consequences.
Only in urgent cases involving a risk to operational safety or in order to prevent disproportionately extensive damage, in which case we must be notified immediately, shall the Customer be entitled to remedy the defect itself or through a third party and demand reimbursement from us of the necessary expenses.
Of the direct costs arising from Remedial Performance, and provided the complaint proves justified, we shall bear the costs of replacement delivery, including shipping.
Where the Customer seeks reimbursement of expenses incurred by it or reimbursed by it to its own customer pursuant to law, the amount of reimbursement payable by us shall be determined in accordance with the following provisions:
In determining the amount of such reimbursement, appropriate account shall be taken in our favour of our economic circumstances, the nature, extent and duration of the business relationship, the degree to which we caused the relevant matter, any fault on our part and the installation circumstances relating to the affected goods.
In particular, the reimbursement payable by us must bear a reasonable relationship to the value of the defective scope of performance and delivery during the twelve (12) months preceding the notice of defect.
The obligation to reimburse shall be excluded to the extent that the Customer has itself validly limited its liability towards its customer. The Customer shall endeavour to agree limitations of liability, to the extent legally permissible, also for our benefit.
We may refuse Remedial Performance where it would be disproportionate under the applicable statutory provisions. In such case, the Customer’s remaining warranty rights shall remain unaffected.
Subject to the statutory requirements for such claim, the Customer shall be entitled to withdraw from the contract where, taking into account the statutory exceptions, we allow a reasonable period set for Remedial Performance in respect of a defect to expire without success.
Where the defect is merely immaterial, the Customer shall only be entitled to reduce the contract price. Otherwise, the right to reduce the contract price shall be excluded. Any further claims shall be governed by § 11 (2).
No warranty shall be provided, in particular, in the following circumstances: merely immaterial deviations from the agreed quality, unsuitable or improper use, defective installation or commissioning by the Customer or third parties, natural wear and tear, defective or negligent handling, improper maintenance, unsuitable operating materials and particular external influences not envisaged by the contract, unless we are responsible for the same.
Any guarantees given by us, in particular guarantees as to quality and durability, are expressly excluded subject to the provisions of § 2 (7).
Where the Customer or a third party carries out improper repair work, we shall not be liable for the consequences arising therefrom. The same shall apply to modifications made to the goods without our consent.
The functionality and characteristics of the goods shall be determined by the results obtained through use of recognised testing facilities.
We shall not be liable for malfunctions caused by installation conditions or improper handling, operation, storage or maintenance.
Remedial Performance, irrespective of its form, shall under no circumstances constitute an acknowledgement of any claim by the Customer.
10.2 Defects in Title
Where use of the goods results in an infringement of industrial property rights or copyrights of third parties existing in the Federal Republic of Germany at the time title passes, we shall, at our expense, as a general rule procure for the Customer the right to continue using the goods or modify the goods in a manner reasonable for the Customer so that the infringement ceases.
Where this is not possible on economically reasonable terms or within a reasonable period, the Customer shall be entitled to withdraw from the contract. Under the same conditions, we shall likewise be entitled to withdraw from the contract.
Our obligations referred to in § 10.2 (1), subject to the provisions of § 11 (2), shall be exhaustive in the event of infringement of industrial property rights or copyrights.
Such obligations shall exist only where:
a) the Customer notifies us without undue delay of any alleged infringement of industrial property rights or copyrights;
b) the Customer provides reasonable assistance in defending the asserted claims and/or enables us to implement the modifications referred to in § 10.2 (1);
c) we retain control over all defensive measures, including out-of-court settlements;
d) the defect in title is not based on an instruction given by the Customer; and
e) the infringement was not caused by the Customer having independently modified the goods, used them in a manner contrary to the contract or otherwise being responsible for the infringement.

§ 11 LIABILITY
Unless otherwise provided elsewhere in these GTC, we shall be obliged to compensate the Customer for loss or damage arising directly or indirectly from defective delivery, breach of official safety regulations or any other legal grounds attributable to us only in accordance with the following provisions:
Liability for damages shall, as a general rule, arise only where the loss or damage caused by us is attributable to fault on our part.
For loss or damage not occurring to the goods themselves, we shall be liable, irrespective of the legal basis, only:
in cases of wilful misconduct;
in cases of gross negligence by the proprietor, our corporate bodies or senior employees;
in cases of culpable injury to life, limb or health;
in respect of defects which we have fraudulently concealed or the absence of which we have guaranteed;
in respect of defects in the goods where liability arises under the German Product Liability Act for personal injury or damage to privately used property;
in the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence by non-senior employees and for slight negligence; in the latter case, liability shall be limited to the loss or damage typical for the contract and reasonably foreseeable;
otherwise, claims by the Customer for damages and reimbursement of expenses, irrespective of their legal basis and in particular arising from breach of obligations under the contractual relationship or tort, shall be excluded;
claims by the Customer arising from infringement of industrial property rights or copyrights of third parties which are to be satisfied by us under these GTC shall, for each affected scope of performance and delivery, be limited to the respective price pursuant to § 5;
liability for reimbursement shall be excluded to the extent that the Customer has itself validly limited its liability towards its customer. The Customer shall endeavour to agree limitations of liability to the extent legally permissible;
claims by the Customer shall be excluded to the extent that the loss or damage is attributable to breaches by the Customer of operating, maintenance or installation instructions, unsuitable or improper use, defective or negligent handling, natural wear and tear or defective repairs;
we shall be liable for measures taken by the Customer to prevent loss or damage, such as a product recall, to the extent that we are legally obliged to do so;
the principles set out in § 4 (3) and § 4 (4) shall apply accordingly to the extent that no insurance or insufficient insurance exists on our part.

§ 12 LIMITATION PERIODS
All claims of the Customer, irrespective of their legal basis, shall become time-barred after 12 months, without prejudice to the provision in Section 479(1) BGB where applicable.
By way of derogation from the foregoing, the statutory limitation periods shall apply to claims for damages pursuant to § 11.2 (2.1) to § 11.2 (2.5), as well as to defects in a building or to goods which, in accordance with their customary manner of use, have been used for a building and have caused its defectiveness.

§ 13 SUB-SUPPLIERS OR INPUT MATERIAL RECOMMENDED BY THE CUSTOMER
Where a supplier of AEOLOS GreenPower GmbH or particular input material is specified, selected or recommended by the Customer, the warranty responsibility and liability of AEOLOS GreenPower GmbH, in particular with regard to the surface condition of the input material, shall, subject to the limitations of liability pursuant to § 11, be limited to correct processing and treatment of such input material in accordance with the agreement.
Any further liability of AEOLOS GreenPower GmbH shall be excluded in such case, in particular with regard to warranty, product liability, delivery delays and freedom of the input material from third-party intellectual property rights.
In respect of third-party claims, the Customer shall indemnify AEOLOS GreenPower GmbH accordingly.

§ 14 PLACE OF PERFORMANCE, JURISDICTION AND APPLICABLE LAW
Unless expressly agreed otherwise, our registered business address shall be the place of performance.
Where the Customer is a merchant, a legal entity governed by public law or a special fund governed by public law, the courts having jurisdiction for 34123 Kassel shall have jurisdiction.
We shall, however, also be entitled to bring proceedings against the Customer at its general place of jurisdiction. The same shall apply where the Customer has no general place of jurisdiction in Germany, has transferred its domicile or habitual residence outside Germany after conclusion of the contract, or where its domicile or habitual residence is unknown at the time proceedings are commenced.
German law shall apply exclusively.
The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
The invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions. Invalid provisions shall be deemed replaced by valid provisions which are suitable for achieving, as closely as possible, the economic purpose of the provision which has ceased to apply.

Version: 06 August 2024