General Terms and Conditions of gridX GmbH

Table of contents

  1. Scope, Applicability of the GTC
  2. gridBox Function Packages
  3. Assurances of Properties and Services, Tolerances, Guarantees
  4. Use of gridX Services, Compliance and Obligations of the Customer
  5. Supply of Goods, Risk Transfer
  6. Incoming Goods Inspection, Defect Notifications
  7. General Limitation of Liability, Force Majeure
  8. Payment Terms
  9. Retention of Title
  10. Intellectual Property
  11. Assignment, No Offsetting
  12. Transfer of Rights, Assignment
  13. Miscellaneous

1. Scope, Applicability of the GTC

(1) gridX GmbH (Oppenhoffallee 143, 52066 Aachen, Germany), registered with the AachenDistrict Court under HRB 20494, (hereinafter referred to as "gridX") performs digital energy management services (hereby jointly referred to as "gridX Services") for its partners, resellers and customers (hereby jointly referred to as "Customers" in these GTC). The gridX Services include the performance of energy management services and the sale of so-called "gridBoxes"and other hardware (hereinafter jointly referred to as "Goods").

(2) These General Terms and Conditions ("GTC") shall apply to the performance of gridX Services and are a binding component of all agreements for the performance of gridX Services.

(3) Terms and conditions of the Customer that conflict with or deviate from these GTC are expressly not accepted, unless gridX expressly agrees to their applicability in writing. This shall apply even if the Customer, when accepting an offer of gridX, makes reference to his own terms and conditions and gridX does not expressly reject such. Even if gridX refers to a letter (physical or electronic) that contains or makes reference to terms and conditions of the Customer or of a third party, this shall not be construed as acceptance of the applicability of those terms and conditions. The inclusion of such terms and conditions of the Customer is hereby proactively rejected.

2. gridBox Function Packages

(1) gridBoxes are Goods that have integrated product-specific basic functions. Moreover, additional function packages ("gridBox Function Packages") can be used via an Internet-based Page 2 of 7 connection to an online platform operated by gridX ("gridX Platform"), provided that the gridBox was delivered by the respective gridBox Function Package or the gridBox FunctionPackage was booked separately by the user. gridBox Functional Packages may include, for example, Static "Load Management", "Self-Sufficiency Optimization" or "REST API Access". The gridBox Function Packages delivered with a gridBox or booked additionally must be activated separately by the user authorised to use the respective gridBox (hereinafter referred to as the"User"); for this, the User must register on the gridX Platform and conclude a Usage Agreement with gridX according to the applicable Terms of Use of gridX. The aforementioned Terms of Use can always be accessed under the following link:

(2) gridBoxes that are already delivered by gridX with a gridBox Function Package entitle the User to conclude a Usage Agreement (as mentioned in subsection (1)) for the use of the respective gridBox Function Package. Any usage periods of gridBox Function Packages are determined by the pre-configurations of the respective gridBoxes, which are marked in the accompanying documents or purchase documents of the respective gridBoxes or applicable framework agreements (e.g. Partner Agreement). The possibilities and conditions of booking further gridBox Function Packages as well as the fee-based extension of the use of the delivered gridBox Function package shall be determined by the applicable contractual conditions of gridX.

(3) The User can renew the function periods of activated gridBox Function Packages with gridX and book additional gridBox Function Packages against payment. Assurances with regard to future gridBox Function Packages, their offering, availability and conditions are expressly not made by gridX.

(4) The activation and use of the Function Packages may involve additional third-party charges for the User, including but not limited to the cost of the Internet connection and data transfer.

(5) If the Customer resells gridBoxes to third parties or make them available to third parties in any other way, he shall explicitly inform them about the available Function Packages and the possibility to use them according to the above provisions.

3. Assurances of Properties and Services, Tolerances, Guarantees

(1) The properties of the gridX Services are governed by the respective description of services and properties of gridX. Apart from this, assurances concerning gridX Services shall be binding only if gridX has expressly contractually confirmed these to the Customer. Any statements made or information provided by gridX or its employees to the Customer or in public prior to the conclusion of an agreement (e.g. in product catalogues or on the Internet) expressly do not constitute binding assurances of services or properties of any kind, unless they are expressly included by gridX in contractual agreements between the Parties.

(2) Information of gridX on the subject of deliveries and properties of Goods (e.g. weights, dimensions, utility values, capacity, tolerances and technical specifications) as well as depictions of Goods (e.g. drawings and images) are only of an approximate nature, unless the use for the contractually intended purposes requires exact matching. This information does not represent guaranteed properties, but only descriptions or markings of the Goods.Deviations to an extent common on the market and deviations due to legal regulations or technical improvements as well as the replacement of components with equivalent parts shall be permissible insofar as they do not impair the usability for the contractually intended purpose.

(3) Guarantees with respect to gridX Services exist only if and insofar as gridX expressly declares a guarantee in writing or text form within the scope of contractual agreements.

4. Use of gridX Services, Compliance and Obligations of the Customer

(1) The gridX Services, especially the gridBoxes including the activated gridBox Function Packages are intended exclusively for use in the deployment areas mentioned in the respective service description. In this context, the following shall apply: Suitability for deployment areas merely means that the gridX Service is functionally usable in the respective area, but does not represent an assurance with respect to the compliance with regulatory requirements or the assurance of certain specifications, unless such have been expressly contractually regulated.

(2) gridX Services offer Customers and Users functional and qualitative added value. However, the operability depends on numerous factors including data transfers and third-party systems. When using gridX Services, the Customer shall take this into consideration and especially ensure that

  a) systems and equipment controlled via the gridX Services have protective functions that protect the systems and equipment from damage due to malfunction via the aforementioned gridX components

  b) power circuits that the gridBoxes or equipment or systems that are controlled with the help of gridBoxes are connected to are duly equipped with fuses in order to ensure protection from damage in the event of control errors or equipment malfunction.

(3) Unless gridX has expressly contractually guaranteed the compatibility of gridX Services with third-party systems and equipment, the Customer shall be responsible for ensuring this compatibility.

(4) The Customer shall obtain any required regulatory, administrative and/or other permits, approvals or rights required for the use and utilisation of the gridX Services and all their components by him and shall ensure that these are upheld for the entire duration of the use of the gridX Services. If such are not on hand or if they expire, the Customer cannot derive any rights from this against gridX. Furthermore, the Customer shall make sure that he uses the gridX Services in compliance with applicable laws as well as regulatory, administrative and/or other requirements (including fire protection regulations), permits and approvals.

When your personal data is processed, you are a data subject within the meaning of the GDPR and have the following rights:

5. Supply of Goods, Risk Transfer

(1) Delivery periods and dates indicated by gridX are always only of an approximate nature, unless a fixed period or a fixed date has been promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned for the transport.

(2) gridX shall not be liable in the event of impossibility of the delivery or delivery delays resulting from force majeure or other events not foreseeable at the conclusion of the contract (e.g. all kinds of operational disruption, difficulties to procure (raw) material or energy, transport delays, strike, non-delivery or late delivery by suppliers), for which gridX is not responsible. If such events make it much more difficult or impossible for gridX to deliver and the impairment is not merely of a temporary nature, gridX may rescind the affected agreement. In the event of temporary hindrances, the delivery times will be extended or the delivery or performance dates will be postponed by the duration of the hindrance plus a reasonable lead time. If, due to the delay, the Customer cannot reasonably be expected to accept the delivery, he may rescind the purchase of the respective Goods by means of prompt written declaration to gridX.

(3) The risk shall pass to the Customer at the latest upon handover of the Goods to the forwarder, carrier or other third party designated to execute the shipment (as of the beginning of the loading process). If the shipment or handover is delayed due to a circumstance caused by theCustomer, the risk shall pass to the Customer as of the date on which the Goods are ready for shipment and gridX has notified the Customer of this.

(4) The Goods will only be insured against transport damage at the express request and at the expense of the Customer and only if this is communicated before they are shipped.

(5) The shipments of gridX are subject to the condition that there is no hindrance to the performance due to national or international regulations, including but not limited to export control regulations, embargos and other sanctions.

(6) The Customer shall obtain the import permit as well as all permits, approvals or other documents required in connection with the import to the country of use and a possible transit through other countries. All costs, customs duties, fees etc. incurred in connection with the export and import of the Goods and other gridX Services shall be borne by the Customer.

(7) If the Customer takes Goods abroad, he shall be responsible for ensuring compliance with any relevant statutory framework conditions, especially with regard to any applicable import and export restrictions and export permits, and shall pay any charges.

6. Incoming Goods Inspection, Defect Notifications

(1) The Customer shall without delay inspect incoming Goods for type, quantity and quality.Obvious defects shall without delay be reported in writing, at the latest within 5 (five) working days (all days except Saturdays, Sundays and holidays that apply throughout the Federal Republic of Germany). In all cases, the date of receipt of the defect notification by gridX shall be authoritative. Apart from this, the provision of Section 377 of the German Commercial Code (HGB) shall apply.

(2) If a defect that cannot be identified during the incoming Goods inspection pursuant to subsection (1) is identified later on, the Customer shall without delay notify gridX of it in writing (e-mail is sufficient) upon detection. In the event of defects in quality, the notification shall include a detailed description of the time of occurrence of the defects and of the circumstances, enabling gridX to reproduce them if possible, analyse them and eliminate them.

(3) gridX shall not be liable for damages resulting from delayed notification of defects. Claims for damages due to intentional conduct of gridX or due to the German Product Liability Act (ProdHaftG) shall remain unaffected.

7. Warranty, Statute of Limitations, Defect Reports

Insofar as gridX Services are subject to statutory warranty rights, the following shall apply (hereinafter referred to "Items Covered by Warranty"):

(1) The warranty period is limited to 1 (one) year from the beginning of the statutory limitation period. This does not apply to liability for intent or gross negligence and for claims due to injury to life, body and health as well as claims under the German Product Liability Act (ProdHaftG).

(2) For defects in quality or title, gridX will fulfil its warranty obligations through free rectification or replacement. If possible, defects will be eliminated via remote maintenance over theInternet. In this context, gridX may, at its own discretion, alternatively eliminate software defects through replacement, updates and software workarounds, provided that this will not result in any unacceptable disadvantages for the Customer. As a prerequisite for the proper fulfilment of gridX's warranty obligations, Customer shall

  a) name those devices which are connected to the gridBox concerned and

  b) grant gridX the access rights required for the fulfilment of the performance and warranty obligations of gridX. In particular, the Customer shall, on request, enable gridX to access defective gridBoxes or other Goods delivered by gridX.

(3) If the Customer has made unauthorised modifications to Items covered by Warranty that have been made available or delivered to him or has used them beyond the scope of the intended use, he shall not have any warranty rights for the respective Items covered by Warranty vis-à-vis gridX, unless he furnishes evidence that the alleged defect is in no way linked to the unauthorized modification or unintended use.

8. General Limitation of Liability, Force Majeure

(1) gridX shall be liable exclusively according to the following regulations, no matter what the legal basis may be.

  a) gridX shall only be liable for intent and gross negligence. In the event of slight negligence, gridX shall be liable only in the case of a breach of a material contractual obligation whose fulfilment is essential to the due performance of the agreement and on whose fulfilment the Customer may always rely (cardinal obligation). In this context, gridX shall be liable only for foreseeable damage whose occurrence must typically be expected. This also applies to lost profit and unrealised savings. No liability will be accepted for other remote consequential damage.

  b) The limitation of liability of gridX shall not apply in the event of injury to life, body and/or health and in the case of liability under the German Product Liability Act (ProdHaftG).

  c) Moreover, gridX shall not be liable for malfunction and loss of quality of the data transfer on the Internet for which gridX is not responsible and that impairs or prevents the use of functions of web-based services and other Internet-based services.

  d) To the extent that the liability of gridX is excluded or limited, this shall also apply to the liability of the employees, other staff members, representatives and agents of gridX

(2) No Party shall be liable for any events of force majeure that make the contractual performance impossible, even if such events merely impair the due performance of the agreement to a significant extent or hinder it temporarily. Force majeure comprises all circumstances that are independent from the will and influence of the parties, such as terror attacks, embargo, confiscation, natural disasters, strike, official orders including orders in connection with epidemics or other serious and unforeseeable circumstances for which the parties are not responsible. In this context, a circumstance will be regarded as force majeure only if it occurs after the conclusion of the respective agreement.

9. Payment Terms

(1) All prices quoted in the agreement and offer documents, order confirmations and invoices of gridX are net prices that are subject to statutory value-added tax as applicable when the invoice is issued.

(2) Unless indicated otherwise in the invoice, invoices are payable within 30 (thirty) days without any deductions. Deduction of cash discount is subject to prior written agreement. The determination of whether payments have been made on time shall depend on their full reception the account of gridX.

(3) In the event of delayed payment, gridX may charge default interest pursuant to Section 288 (2) of the German Civil Code (BGB). Any further rights of gridX remain unaffected.

10. Retention of Title

(1) gridX retains the title to Goods it delivers ("Goods Subject to Retention of Title") until the full remuneration to be paid for the respective Goods has been paid (retention of title).

(2) The Customer shall keep the Goods Subject to Retention free of charge on behalf of gridX for the duration of the retention of title.Page 6 of 7

(3) The Customer may process and sell the Goods Subject to Retention of Title in the course of his normal business until the liquidation event takes place (subsection (7)). Pledging and assignment as collateral are not permitted.

(4) As long as the Customer is not in default of payment, the Customer may use the Goods Subject to Retention of Title and sell them in the course of his normal business. In the event of resale of the Goods Subject to Retention of Title, the Customer hereby proactively assigns the resulting claim against the buyer to gridX as collateral. The same applies to other claims in lieu of the Goods Subject to Retention of Title. gridX authorises the Customer, subject to revocation, to collect the claims assigned to gridX on his own behalf. gridX may only revoke this collection authorisation if the liquidation event takes place (subsection (7)). In this case, gridX may collect the debts directly from the third party.

(5) Any processing or transformation of the Goods Subject to Retention of Title by the Customer always takes place on behalf of gridX. If the Goods Subject to Retention of Title are processed with other items that do not belong to gridX, gridX shall become co-owner of the new items in the proportion of the value of the Goods Subject to Retention of Title (invoice total including value-added-tax) to the other processed items as of the time of the processing. Apart from this, the new items resulting from the processing shall be subject to the same provisions as theGoods Subject to Retention of Title. If the Goods Subject to Retention of Title are inseparably combined or blended with other items that do not belong to gridX, gridX shall become co-owner of the new items in the proportion of the value of the Goods Subject to Retention ofTitle (invoice total including value-added tax) to the other combined or blended items as of the time of the combination or blending. If the Goods Subject to Retention of Title are combined or blended in a way that the Customer's items must be considered to be the main items, theCustomer and gridX hereby agree that the Customer will transfer pro-rata co-ownership of these items to gridX. gridX hereby accepts this transfer. The Customer shall keep the sole ownership or co-ownership of items on behalf of gridX.

(6) If third parties lay claim to Goods Subject to Retention of Title, especially by way of seizure, the Customer shall without delay inform them of the ownership of gridX and notify gridX of this. If the third party is unable to reimburse gridX for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable for such.

(7) In the event of Customer behaviour in breach of the agreement, especially in the event of default of payment (liquidation event), gridX may, notwithstanding any other rights that it might have, demand surrender of the Goods Subject to Retention of Title and deactivate these.If gridX takes back the Goods after requesting their surrender, this shall not automatically be construed as a rescission of the agreement. The Customer shall continue to fulfil his contractual obligations. After taking back the Goods Subject to Retention of Title, gridX may liquidate these and offset the proceeds against the Customer's liabilities. If the liquidation event takes place, the Customer shall inform gridX to whom he resold the Goods Subject to Retention of Title that have been delivered but not yet fully paid or who has transformed Goods Subject to Retention of Title into new items.

(8) At the request of the buyer, gridX shall release collateral insofar as its recoverable value exceeds the value of the outstanding claims of gridX against the buyer by more than 10 percent. However, gridX may select the collateral to be released.

11. Intellectual Property

For registrable works used by gridX as part of or otherwise in connection with the gridX Services, the following shall apply:

(1) The Customer is not granted any rights of use for the gridX Platform or any other software elements that the Goods (especially gridBoxes) access. These are exclusively made available by gridX on an SaaS basis. The Customer expressly acknowledges the gridX's ownership of the rights.

(2) Reproduction, and publicly making available of the software elements contained in the gridBoxes as well as distribution outside/independent from the gridBoxes, especially of the control software, are not permitted and are prohibited. Except in the cases required by law, decompilation is not permitted.

12. Assignment, No Offsetting

The Customer may only offset undisputed or legally established claims against claims of gridX against the Customer. This shall not apply to receivables that exist vis-à-vis each other within the scope of contracts concluded between the Parties on the basis of mutuality.

13. Transfer of Rights, Assignment

The transfer or assignment of rights or obligations from contractual relationships between the Partiesis subject to the prior written approval of the other Party.

14. Miscellaneous

(1) Unless the Parties expressly agree otherwise, these GTC and all Distribution Agreements shall be governed by German law, under exclusion of the UN Convention on Contracts for theInternational Sale of Goods (CISG).

(2) As far as this is permitted by law, the courts at the location of the registered office of gridX(currently Aachen, Germany) shall have exclusive jurisdiction over all disputes from or in connection with these GTC and the Distribution Agreements.

(3) Should individual provisions of these GTC or of Distribution Agreements be fully or partially invalid or unenforceable or become invalid or unenforceable after the conclusion of theAgreement, this shall not affect the validity of the other regulations. Instead, the Parties shall endeavour to agree a substitute regulation that comes as close as possible to the effects of the invalid or unenforceable regulation in a legally permissible and economic way. The above provisions shall apply analogously if these GTC or the Distribution Agreements should turn out to have gaps.

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