General Terms and Conditions

§ 1 Scope of application

1. the following General Terms and Conditions (GTC) apply to all present and future legal transactions between the client (customer) and b&d Energie- und Umwelttechnik GmbH, Otto-Schott-Str. 5, 99427 Weimar, Germany, and become part of this contractual relationship without further ado.

2. deviations from these GTC and, in particular, the customer’s terms and conditions shall only apply if b&d Energie- und Umwelttechnik GmbH expressly recognizes them in writing.

§ 2 Offers and contents of the contract

1. b&d Energie- und Umwelttechnik GmbH documents in electronic and written form that are not explicitly declared as offers are, unless otherwise stated, always subject to change and non-binding with regard to all data provided, including remuneration. A contract is concluded exclusively by the signing of the b&d Energie- und Umwelttechnik GmbH contract by both contracting parties.

2. these terms and conditions shall also apply to additional services offered by b&d Energie- und Umwelttechnik GmbH which go beyond the contract of b&d Energie- und Umwelttechnik GmbH and which are provided on the basis of a separate contractual agreement.

3. oral statements made by employees of b&d Energie- und Umwelttechnik GmbH are non-binding in all cases.

§ 3 Scope of services

1. b&d Energie- und Umwelttechnik GmbH shall assume the tasks arising from the contract. The specific scope of services is set out in the respective offer of b&d Energie- und Umwelttechnik GmbH and shall be carried out in accordance with the generally recognized rules of technology and in compliance with the regulations applicable at the time of conclusion of the contract.

2. information and advice shall be provided on the basis of previous experience; such information and advice shall be non-binding recommendations for the customer.

3. amendments and additions to the contract require written confirmation by b&d Energie- und Umwelttechnik GmbH.

4. b&d Energie- und Umwelttechnik GmbH shall only enter into a contractual agreement between the customer and the third party if b&d Energie- und Umwelttechnik GmbH proposes additional third-party services. The provision of such services is a non-binding recommendation.

5. b&d Energie- und Umwelttechnik GmbH may use other appropriately authorized persons as vicarious agents for the performance of the contract, provided that b&d Energie- und Umwelttechnik GmbH retains its own responsibility, and place orders with them in the name and for the account of b&d Energie- und Umwelttechnik GmbH.

§ 4 Duty to cooperate

1. the customer shall be obliged to support b&d Energie- und Umwelttechnik GmbH in the performance of its services to the extent necessary and in particular to provide it with the necessary information and documents. No liability is assumed for errors that are based on the incorrect or incomplete presentation of the facts and/or incorrect or missing information/documents.

2. b&d Energie- und Umwelttechnik GmbH may request the customer to cooperate by setting a reasonable grace period if the customer fails to comply with its obligation to cooperate. If the customer nevertheless fails to comply with his obligation to cooperate, b&d Energie- und Umwelttechnik GmbH shall be entitled to withdraw from the contract and demand compensation for the expenses incurred up to that point.

3. b&d Energie- und Umwelttechnik GmbH shall generally provide its services during the customer’s normal business hours. By way of exception, the services of b&d Energie- und Umwelttechnik GmbH may also be provided outside normal business hours; the customer shall ensure that b&d Energie- und Umwelttechnik GmbH can also provide its services outside normal business hours after consultation with the customer.

4. the customer shall grant b&d Energie- und Umwelttechnik GmbH unrestricted access to its premises insofar as this is necessary for the provision of services by b&d Energie- und Umwelttechnik GmbH.

5. the customer is aware that b&d Energie- und Umwelttechnik GmbH has no right to issue instructions to its employees. The customer shall therefore be responsible for implementing the measures proposed by b&d Energie- und Umwelttechnik GmbH. Furthermore, the customer shall ensure that its employees support b&d Energie- und Umwelttechnik GmbH in the provision of its services to the extent necessary.

6. b&d Energie- und Umwelttechnik GmbH shall not charge for the customer’s cooperation services.

§ 5 Remuneration and payment

1. b&d Energie- und Umwelttechnik GmbH’s remuneration for services/partial services shall be invoiced monthly in arrears or as agreed and shall be due for payment to b&d Energie- und Umwelttechnik GmbH without deduction within 14 days of the invoice date.

2. b&d Energie- und Umwelttechnik GmbH invoices do not include VAT, which is shown separately at the current statutory rate and added to the invoice amount.

3. money orders, checks and bills of exchange shall only be accepted by special agreement, with all collection and discount charges being charged and only on account of payment. Insofar as further costs may arise for the implementation of the measures proposed by b&d Energie- und Umwelttechnik GmbH after detailed consultation (e.g. for the acquisition of objects and materials), the costs required for this shall not be covered by the agreed remuneration. b&d Energie- und Umwelttechnik GmbH shall inform the customer in good time of any additional costs that may arise. If the customer does not object to the costs proposed by b&d Energie- und Umwelttechnik GmbH within a period of two weeks, the additional costs shall be deemed to have been approved and the customer shall be obliged to bear the additional costs.

5. b&d Energie- und Umwelttechnik GmbH shall be entitled to adjust the remuneration accordingly in the event of changes to the calculation bases relevant for pricing, provided that a period of more than four months elapses between the conclusion of the contract and the provision of the service. This shall not apply if the prices quoted are expressly designated as fixed prices.

6. b&d Energie- und Umwelttechnik GmbH may withdraw from the contract or claim damages for non-performance if the customer defaults on payment of the remuneration after setting a reasonable grace period.

7. subject to the assertion of further damages, default interest in the amount of 2% above the respective discount rate of the Deutsche Bundesbank or, if the latter no longer sets a discount rate, above the discount rate of the European Central Bank shall be payable in the event of default in payment.

8. the customer shall not be entitled to reduce the claims of b&d Energie- und Umwelttechnik GmbH by counterclaims, unless these have been recognized in writing by the engineering company. A right of retention on the part of the customer can also only be exercised with a legally established counterclaim.

9. the customer is not entitled to assign claims arising from this contract to third parties without our consent. The same applies to the transfer of the entire contract.

§ 6 Rights of use

1. b&d Energie- und Umwelttechnik GmbH shall grant the customer the non-exclusive right to use its services insofar as the services of b&d Energie- und Umwelttechnik GmbH lead to work results that are capable of being protected by industrial property rights. This right of use is not transferable. The customer is not entitled to grant sublicenses. In particular, the customer shall not be entitled to publish, reproduce, distribute or present the services of b&d Energie- und Umwelttechnik GmbH, unless otherwise contractually agreed.

2. b&d Energie- und Umwelttechnik GmbH shall acquire the rights of use of any employees and/or third parties deployed by b&d Energie- und Umwelttechnik GmbH in the performance of its services and transfer them to the customer to the extent specified in clause 1.

3. b&d Energie- und Umwelttechnik GmbH warrants that there are no third-party rights to its contractual services that could impair the transfer of rights and/or the utilization of the service (see sections 1 and 2).

4 The remuneration for granting the rights of use is included in the agreed fee.

§ 7 Documents of the customer

1. all documents received by b&d Energie- und Umwelttechnik GmbH for the performance of its services shall remain the property of the customer and may only be used for the provision of its services.

2. b&d Energie- und Umwelttechnik GmbH shall store the documents carefully and return them on first request.

§ 8 Warranty

1. b&d Energie- und Umwelttechnik GmbH shall, at its discretion and to the exclusion of further warranty claims, deliver a replacement or rectify the defect free of charge if the object of performance is demonstrably defective or lacks contractually warranted characteristics.

2. the customer must notify b&d Energie- und Umwelttechnik GmbH of any complaints in writing without delay, but at the latest within one month of receipt of the object of performance, giving detailed reasons.

3. b&d Energie- und Umwelttechnik GmbH reserves the right to rescind the contract/change the contract or reduce the remuneration/reduction if b&d Energie- und Umwelttechnik GmbH allows a reasonable grace period to elapse without providing a replacement or repairing the object of performance.

§ 9 Liability

1. we shall only be liable for claims for damages due to culpable acts, irrespective of the legal grounds, including delay, positive breach of contract, breach of duties during contract negotiations, tort, product liability, defective delivery, in the event of intent or gross negligence. All further claims for damages are excluded. This also applies to damage that occurs during reworking.

2. liability for consequential damages is excluded to the extent permitted by law.

3. this shall not affect the customer’s warranty rights pursuant to § 8.

4. b&d Energie- und Umwelttechnik GmbH’s liability shall be limited to a total amount of EUR 3 million for personal injury, property damage and financial loss within the scope of the professional liability insurance taken out.

5. claims for damages that are not subject to the short limitation period of §638 BGB shall become statute-barred after 3 years. The limitation period shall commence upon receipt of the agreed service by the customer.

6. insofar as b&d Energie- und Umwelttechnik GmbH arranges the procurement of materials and/or objects, any liability and/or warranty claims shall exist exclusively vis-à-vis the contractual partner proposed by the Consulting Engineer/Firm.

§ 10 Termination

1. the contract may be terminated with due notice subject to the agreed notice period.

2 Both parties may terminate the contract for good cause. Good cause for termination by b&d Energie- und Umwelttechnik GmbH shall be deemed to exist in particular if the customer falls into arrears with his payment obligation on two consecutive dates. Furthermore, b&d Energie- und Umwelttechnik GmbH shall have good cause if the customer suspends payment, applies for the opening of bankruptcy or composition proceedings against its assets and is not rejected at short notice for other reasons due to lack of assets or if it falls into financial difficulties.

3. any termination must be in writing.

§ 11 Confidentiality

1. b&d Energie- und Umwelttechnik GmbH shall treat all information and documents made available to it in connection with the order as strictly confidential, even after the order has been completed and even if the order is not executed.

2. the duty of confidentiality includes all facts that are not in the public domain.

3. b&d Energie- und Umwelttechnik GmbH shall be entitled to publish the service together with the name of the customer in the reference list of b&d Energie- und Umwelttechnik GmbH, unless otherwise contractually agreed.

§ 12 Copyright protection

1. b&d Energie- und Umwelttechnik GmbH retains the copyright to the services it provides, insofar as they are copyrightable.

2. in this respect, the customer may only use the documents created as part of the service for the purpose for which they are intended as agreed.

3. b&d Energie- und Umwelttechnik GmbH’s written consent must be obtained before the documents may be passed on to third parties or used in any other way.

4. publication of the documents requires the consent of b&d Energie- und Umwelttechnik GmbH in all cases. Reproduction is only permitted within the scope of the intended use of the documents.

§ 13 Final provision

1. the law of the Federal Republic of Germany shall apply exclusively to contracts between the customer and b&d Energie- und Umwelttechnik GmbH.

2. the contract and its amendments must be made in writing.

3. b&d Energie- und Umwelttechnik GmbH’s place of jurisdiction shall apply exclusively.

4. amendments and supplements to these terms and conditions must be made in writing and must be expressly identified as such.

5. if provisions of these General Terms and Conditions are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the ineffective provisions with effective ones without delay.