GENERAL TERMS AND CONDITIONS OF PURCHASE OF PV INNOVATION GMBH

(1) Unless otherwise expressly agreed in writing, these General Terms and Conditions of Purchase (GTCP) shall apply exclusively to all contracts concluded by us with a supplier as well as to pre-contractual obligations in this respect in commercial transactions. Other terms and conditions shall not become part of the contract, even if we do not expressly object to them. This shall also apply if we accept deliveries without reservation in the knowledge of conflicting or deviating terms and conditions or if reference is made to these in individual correspondence. Our silence with regard to counter-conditions, including in order acceptance confirmations, shall not be deemed to constitute acceptance.

(2) All agreements made between us and the supplier in connection with the contracts are set out in writing in the contracts, these GPC and our offers.

(3) We reserve the right to require the Supplier to conclude a quality assurance agreement. This quality assurance agreement shall then form part of these GPC.

(4) These GPC shall only apply to business people and not to consumers within the meaning of Art. 2 (2) of the Price Disclosure Regulation.

(1) Only the content of our written orders shall apply. Verbally placed orders or ancillary agreements shall only become valid upon our written confirmation. Supply contracts (order and acceptance) and delivery call-offs as well as their amendments and supplements must be made in writing.

(2) If the supplier does not accept our order within five working days of receipt, we shall no longer be bound by our order. If the supplier is unable or unwilling to accept our order, he is obliged to inform us of this without culpable delay/immediately.

(3) The supplier shall confirm orders to us by means of a written order confirmation. The order confirmation must state the price, discount, order number, binding delivery date and all other details of the order. Deviations from our order, in particular the prices, discounts and delivery dates stated therein, shall only become part of the contract if they are confirmed by us in writing.

(4) Drawings, plans and other documents pertaining to the order shall remain our property. We reserve all copyrights to these documents. If the supplier does not accept our orders within the period specified in paragraph 2, these documents must be returned to us immediately.

(5) We may demand changes to the design and execution of the delivery item within the scope of what is reasonable for the supplier. The effects, in particular with regard to additional and reduced costs as well as delivery dates, shall be reasonably regulated by mutual agreement.

(1) The price stated by us in the order is binding. It is understood to be for delivery free domicile, including the respective statutory VAT and including the costs for packaging, unless the parties have expressly agreed otherwise in writing.

(2) Invoices shall be sent to our business address in a single copy when the goods are dispatched, but separately from the goods. Invoices must contain at least the following information: Name and address of the parties, tax number, order number, supplier number, number and date of the order, additional data of the purchaser, unloading points, number and date of the delivery bill, quantity of the invoiced goods or services as well as the country of origin of the delivered goods and the bank details. Invoices that are not properly issued shall be deemed not to have been issued.

(3) Payment shall be made within 14 days of receipt of the invoice with a 3% discount or net within 30 days of receipt of the invoice. If early deliveries are accepted, the due date shall be based on the agreed delivery date.

(4) In the event of defective delivery, we shall be entitled to withhold payment pro rata until proper fulfillment. On the other hand, (unconditional) payment shall not constitute an acknowledgement of proper performance or a waiver of the supplier's liability for defects.

(5) We shall be fully entitled to the statutory rights of set-off and retention. The supplier may only offset claims that are undisputed by us or have been legally established. The supplier may only assign claims arising from this contract to third parties with our prior written consent, which may not be unreasonably withheld. The supplier shall only be entitled to a right of retention or the defense of non-performance of the contract within the respective contractual relationship.

(1) All delivery dates and deadlines stated in the order or otherwise agreed are binding. The receipt of the goods by us shall be decisive for compliance with the delivery date or delivery period.

(2) The supplier is obliged to inform us immediately of any imminent or actual non-compliance with a delivery date/deadline, its causes and the expected duration of the delay. The occurrence of a delay in delivery shall remain unaffected by this.

(3) In the event of a delay in delivery, we shall be entitled to all statutory claims. In the event of a delay in delivery, we are entitled to demand a contractual penalty of 0.5% of the order value for each full week of delay, up to a maximum of 5%. We reserve the right to assert further statutory claims.

(1) Delivery and shipment shall be at the supplier's risk free domicile to our business address or the place of delivery specified by us. The costs for packaging, freight and insurance shall be borne by the supplier. All deliveries shall be packaged by the supplier in a professional and customary manner so that the packaging guarantees the protection of the delivery items up to the delivery address, insofar as there are no packaging instructions on our part. Packaging can be returned by us free of charge.

If delivery ex works has been agreed in individual cases, the supplier shall ensure the most favorable shipment for us and the correct declaration. In this case, the supplier shall also be liable for transport damage.

(2) The goods must be accompanied by a single copy of a delivery bill which, in addition to the exact description of the scope of the delivery by order number, article number, type and quantity, container number, weight and volume in m³. In addition, our documentation and marking regulations, which can be obtained from us, must be complied with. If the supplier fails to do so, delays in processing are unavoidable, for which we are not responsible.

(3) Partial deliveries shall only be accepted by express agreement. In the case of partial deliveries, the remaining quantity must always be listed.

(4) The transfer of risk shall take place at the delivery address specified by us.

(1) Unless otherwise agreed, the Supplier warrants that all delivered goods comply with the latest state of the art, the relevant legal provisions of the place of delivery and, if known to the Supplier, the place of use of the goods/our end product, insofar as this is reasonable for the Supplier in the individual case and the regulations and guidelines of authorities, trade associations and professional associations. In any case, the goods must be suitable for normal use and must be of a quality that is customary for items of the same type and that we can expect according to the type of item. If deviations from these regulations are necessary in individual cases, the supplier must obtain the express written consent of the customer. If the supplier has reservations about the type of execution requested by us, he must inform us immediately.

(2) The supplier warrants that the goods are delivered free of third-party rights and that no third-party rights are infringed by the delivery. In this respect, the Seller shall indemnify us against any third-party claims upon first request.

(3) Our immediate obligation to inspect and give notice of defects in accordance with Art. 201 OR is waived. We are entitled to give notice of defects during the entire warranty period. Our right to carry out a more extensive incoming goods inspection remains unaffected by this.

(4) We shall be entitled to the statutory warranty rights without restriction.

(5) We may, at our discretion, assert the statutory warranty claims, demand free replacement delivery or rectification of defects.

(6) The limitation period for claims for defects shall be 48 months from the transfer of risk, unless otherwise expressly agreed in writing or longer limitation periods are provided for by law.

(7) Our written notification of defects shall suspend the expiry of the warranty period. The warranty period shall only continue to run two months after the subsequent performance has been successfully completed or the supplier has rejected the warranty in writing. In the event of a replacement delivery, the warranty period shall recommence from the delivery of the replacement goods.

(1) If claims for damages are asserted against us by third parties due to product damage for which the supplier is responsible, the supplier shall indemnify us upon first request against all claims of third parties, including the costs necessary to defend against such claims, if the cause lies within the supplier's sphere of control and organization.

(2) If we have to carry out a recall campaign due to a case of damage within the meaning of paragraph 1, the supplier shall be obliged to reimburse us for all expenses arising from or in connection with the recall campaign. We shall, insofar as it is possible and reasonable in terms of time, inform the supplier of the content and scope of the recall campaign and give him the opportunity to comment. Further legal claims on our part remain unaffected by this.

(3) The supplier is obliged to take out and maintain product liability insurance with an appropriate level of cover for the goods. Further statutory claims on our part shall remain unaffected by this; this provision does not imply a limitation of liability.

(1) The supplier shall ensure that it can continue to supply us with the delivery items or parts thereof as spare parts on reasonable terms for a period of 10 years after termination of the supply relationship.

(2) The supplier shall ensure that all data and circumstances relevant to the fulfillment of its contractual obligations and the use we intend to make of its deliveries are known to it in good time. He shall be responsible for ensuring that his deliveries include all services that are necessary for proper, safe and economical use, that they are suitable for the intended use and that they correspond to the state of the art in science and technology

(3) The supplier shall inform us of the necessary official permits and reporting obligations for the import and operation of the delivery items.

(4) The supplier must constantly monitor the quality of its deliveries and services. He shall be obliged to observe our quality assurance agreement for suppliers in the version valid at the time. Changes to the delivery item require our prior consent. For all products delivered to us, the supplier must record in writing when, how and by whom the defect-free manufacture of the delivery was ensured.

(5) These records must be kept for at least 10 years and presented to us on request. Sub-suppliers shall be obligated accordingly.

(6) Further obligations of the supplier remain unaffected.

(1) Samples, models, tools, drawings and other documents which we make available to the supplier or which the supplier obtains for us with our financial resources are or remain our property.

(2) Materials or parts provided shall remain our property. They may only be used within the scope of the order. The processing of the materials and the assembly of the parts by the supplier shall be carried out for us. If our materials and parts are combined, mixed or processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the materials and parts provided to the other processed items at the time of combination, mixing or processing. If our item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis. Our sole ownership and co-ownership shall be stored by the supplier free of charge.

(1) Imported goods shall be delivered duty paid. The supplier is obliged to provide the required declarations and information at its own expense, to permit inspections by the customs authorities and to provide the necessary official confirmations.

(2) The supplier is obliged to inform us in detail and in writing of any authorization requirements for (re-)exports in accordance with German, European or American export and customs regulations as well as export and customs regulations of the country of origin of the goods.

We only recognize simple retention of title; other forms of retention of title require express written agreement.

(1) If and to the extent that the supplier obtains knowledge and information in the course of processing the order, in particular with regard to technical details, it undertakes to maintain confidentiality.

(2) The knowledge and information disclosed may only be used within the scope of the specific order and accordingly may only be made accessible to those employees who are involved in the processing of the order and who have been equally obliged to maintain confidentiality. The knowledge disclosed may only be made accessible to third parties with our written consent. In this case, a corresponding confidentiality obligation must be imposed on these third parties.

(3) The supplier undertakes to return all confidential documents already handed over upon request, irrespective of whether these were handed over at the beginning of the cooperation or were created as a result of processing our order. This obligation shall apply in particular upon termination of the cooperation. In this case, the Supplier warrants that the handover of the confidential documents is complete and that no copies have been retained.

(4) A right of retention with regard to confidential documents, irrespective of the legal grounds, is explicitly excluded.

All amendments and additions to the contract must be made in writing to be effective. The contracting parties shall also satisfy this requirement by sending documents in text form, in particular by fax or e-mail, unless otherwise stipulated for individual declarations. The written form agreement itself can only be revoked in writing.

Swiss substantive law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(1) Unless otherwise expressly agreed in writing, the place of performance for all obligations arising from this contract shall be our registered office at the time of conclusion of the contract.

(2) The place of jurisdiction for all disputes arising from and in connection with this contract is Zug (Switzerland). We are also entitled to bring an action at the customer's registered office and at any other permissible place of jurisdiction.

Should any provision of these GTCP be or become invalid or should these GTCP be incomplete, the validity of the remaining provisions shall remain unaffected. The contracting parties shall replace the invalid provision with a provision that comes closest to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to contractual loopholes.